Jeannette Knudsen
J M SMUCKERAbout Jeannette Knudsen
Chief Legal Officer and Secretary of The J.M. Smucker Co. (SJM). As Chief Legal Officer, she has the highest level of direct responsibility for corporate responsibility, governance, ethics, compliance, and enterprise risk management, and reports on these activities to the executive team and Board committees . Company performance relevant to incentive outcomes in FY2025: net sales $8,726.1M (+7% YoY), adjusted operating income $1,824.7M (+12%), adjusted EPS $10.12 (+2%), and free cash flow $816.6M (+27%); FY-end stock price $116.27 . Pay-versus-performance disclosure shows SJM TSR value of initial $100 = $118.65 in FY2025, with net loss driven by Hostess/Sweet Baked Snacks impairments .
Past Roles
No biography or prior roles disclosed for Ms. Knudsen in the latest proxy or 8-Ks. Skipped.
External Roles
No external directorships or roles disclosed for Ms. Knudsen. Skipped.
Fixed Compensation
Summary Compensation (last 3 fiscal years)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 579,846 | 605,154 | 609,000 |
| Holiday Bonus ($) | 11,680 | 12,180 | 12,180 |
| Stock Awards ($) | 1,074,822 | 1,120,726 | 1,445,315 |
| Option Awards ($) | 268,663 | 280,164 | — |
| Non-Equity Incentive Plan Compensation ($) | 741,260 | 670,412 | 423,864 |
| Change in Pension Value/Deferred Comp Earnings ($) | — | — | 4,682 |
| All Other Compensation ($) | 96,882 | 118,477 | 123,140 |
| Total ($) | 2,773,153 | 2,807,113 | 2,618,181 |
2025 Grants of Plan-Based Awards (Cash and Equity)
| Award Type | Threshold | Target | Maximum | Shares/Units (Target) | Grant Date FV ($) |
|---|---|---|---|---|---|
| Cash STIP ($) | 121,800 | 487,200 | 925,680 | — | — |
| Performance Units (FY2025–FY2027) | 3,760 units | 7,519 units | 15,038 units | 7,519 | 886,716 |
| Restricted Stock (annual) | — | — | — | 5,013 shares | 558,599 |
Note: NEO target awards ranged 80%–150% of base salary depending on role; for Ms. Knudsen, the 2025 cash STIP target was $487,200; implied target ≈ 80% of $609,000 base salary (computed from disclosed figures) .
2025 Perquisites and Company Contributions
| Category | Amount ($) |
|---|---|
| Use of Aircraft | 15,228 |
| Flexible Perquisite | 10,000 |
| Employer Matching under 401(k) | 24,150 |
| Company Contributions to Deferred Comp Accounts | 66,262 |
| Charitable Matching Gifts | 7,500 |
Performance Compensation
Short-Term Incentive Program (FY2025) – Corporate metrics and payout
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 70% | $1,804.60M | $1,824.7M | 110% for AOI component (actual 101% → payout curve) |
| Net Sales | 20% | $8,969.0M | $8,726.1M | 0% for Net Sales component (actual 97.5% below threshold) |
| ESG Objectives | 10% | Qualitative | Achieved | 100% (binary) |
| Corporate Performance Portion | — | — | — | Paid at 87% of target |
Program ranges: Threshold 25%, Target 100%, Maximum 200% (AOI/Net Sales) with ESG 0%/100%; combined maximum for executive officers is 190% .
Long-Term Incentives – FY2023 grant settled in June 2025
| Grant | Metrics & Weighting | Targets | Actual | Payout/Result |
|---|---|---|---|---|
| Performance Units (FY2023–FY2025) | Adjusted EPS (75%); ROIC (25%) | EPS: $9.75; ROIC: 7.00% | EPS: $10.12 (104% of target); ROIC: (4.86)% | EPS portion paid at 110%; ROIC portion 0%; 82.5% of units vested |
| Performance Units (FY2025–FY2027) | Adjusted EPS (75%); Average Net Sales Growth (25%) | Set Aug 2024 | In progress | Will vest based on FY2025–FY2027 results |
| Restricted Stock | Time-based (generally ratable over 3 years) | — | — | Standard time vesting; retirement eligibility modifies vest timing |
Equity Ownership & Alignment
Outstanding Equity Awards at FY2025 Year-End
| Item | Quantity | Value ($) |
|---|---|---|
| Restricted Shares Unvested | 10,558 | 1,227,579 |
| Performance Units Unvested (Target) | 18,728 | 2,177,505 |
Stock Options (Exercisable/Unexercisable, strike, expiration)
- 11,522 (exercisable), $123.68, exp 6/13/2029
- 16,294 (exercisable), $108.90, exp 6/17/2030
- 13,950 (exercisable), $135.53, exp 6/15/2031
- 6,819 (exercisable) / 3,408 (unexercisable), $125.82, exp 6/15/2032
- 2,665 (exercisable) / 5,326 (unexercisable), $153.21, exp 6/15/2033
Vesting Schedule (selected dates)
| Vest Date | Shares |
|---|---|
| 6/14/2025 | 5,013 |
| 6/15/2025 | 1,245 |
| 6/15/2026 | 600 |
| 9/1/2026 | 3,700 |
Beneficial Ownership and Alignment
| Measure | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 83,900 |
| Shares Outstanding (as of 6/16/2025) | 106,683,676 |
| Ownership as % of Outstanding | ≈0.08% (computed from disclosed figures) |
| Stock Ownership Guidelines | 2× base salary for executive officers |
| Compliance Status | All NEOs exceed guidelines |
| Hedging/Pledging Policy | Prohibited for directors and executive officers |
Employment Terms
Potential Payments Upon Termination or Change in Control (as of FY2025 year-end)
| Scenario | Severance ($) | Medical & Outplacement ($) | Cash Incentive Award ($) | Unvested Restricted Shares ($) | Performance Units ($) | Retirement Benefits ($) | Healthcare Retirement Account ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Voluntary Termination/Retirement | — | — | 423,864 | — | — | 53,428 | 45,755 | 523,047 |
| Death | — | — | 423,864 | 1,169,975 | 1,385,280 | 24,234 | 45,755 | 3,049,108 |
| Involuntary (for Cause) | — | — | — | — | — | 53,428 | 45,755 | 99,183 |
| Involuntary (without Cause) | 913,500 | 34,000 | 487,200 | 74,994 | 1,385,280 | 53,428 | 45,755 | 2,994,157 |
| Change in Control (double trigger) | 2,192,401 | 49,000 | 487,200 | 1,227,579 | 2,177,505 | 53,428 | 45,755 | 6,232,868 |
Change-in-control provisions are double-trigger for long-term awards (accelerated vesting only if a change in control occurs and employment is terminated without cause or for good reason) . Involuntary severance for elected officers generally equals 18 months’ base salary plus a lump sum for ~18 months of medical premiums; CIC severance equals 2× base salary + target annual bonus .
Deferred Compensation (FY2025)
| Plan | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Year-End Balance ($) |
|---|---|---|---|---|
| Restoration Plan | 56,796 | 66,262 | 58,609 | 957,523 |
| New SERP (defined contribution; closed) | — | — | 71,171 | 984,978 |
Pension Benefits (Qualified Plan)
| Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Qualified Pension Plan | 5.3 | 51,388 |
Investment Implications
- Pay-for-performance alignment is intact: FY2025 STIP paid 87% of target due to AOI slightly above target and Net Sales below threshold; ESG component paid at 100% . The long-term FY2023–FY2025 units vested at 82.5% as ROIC underperformed due to impairment/divestiture impacts, despite EPS exceeding target . This discipline reduces windfalls and ties outcomes to core financials.
- Retention risk is moderate: Ms. Knudsen is retirement-eligible as of April 30, 2025, and holds meaningful unvested equity (restricted shares $1.23M; performance units $2.18M), which supports retention but also indicates potential retirement optionality . Double-trigger CIC terms and 18-month severance without cause provide downside protection but do not include tax gross-ups .
- Ownership alignment is strong: Beneficial ownership of 83,900 shares and compliance exceeding the 2× salary stock ownership guideline; hedging and pledging are prohibited, reinforcing alignment with shareholders .
- Governance and risk posture: As Chief Legal Officer and Secretary, she leads governance, ethics, compliance, and ERM, supporting execution quality; the company maintains a clawback policy and conducts compensation risk assessments to avoid excessive risk-taking .
Employment & Governance Notes
- Insider Trading Policy prohibits hedging and pledging; equity grant timing avoids material nonpublic information windows .
- Equity awards include restrictive covenants (confidentiality, non-solicit, non-compete); violations may result in forfeiture and repayment .
- Ms. Knudsen serves as Corporate Secretary and signs SEC filings, indicating continuing role in governance and disclosure .
Data References
- 2025 Proxy Statement, DEF 14A (June 27, 2025) .
- 8-K filings (Aug 15, 2024; Apr 30, 2025) .