Jill Penrose
J M SMUCKERAbout Jill Penrose
Jill Penrose, age 52, is Chief People and Corporate Services Officer at The J. M. Smucker Company (SJM), with 21 years at the company and service as an officer since 2014 . Her remit spans human capital strategy, culture, and corporate services; FY25 priorities included integrating the newly acquired Sweet Baked Snacks business into SJM’s talent operating model and advancing inclusion, diversity, and equity frameworks . Her incentives are tied to corporate performance: FY25 short‑term awards weighted 70% adjusted operating income, 20% net sales, and 10% ESG; corporate results paid at 87% of target (AOI achieved 101%, net sales 97%, ESG 100%) . Long‑term performance units for FY25 weigh 75% adjusted EPS and 25% average net sales growth, with prior (FY23 grant) 3‑year PSU payout at 82.5% as adjusted EPS exceeded target while ROIC did not—driven by impairment charges in the Sweet Baked Snacks unit and Hostess trademark, and divestiture losses . Shareholders supported SJM’s pay program with 94% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The J. M. Smucker Company | Chief People and Corporate Services Officer | Mar 2023–present | Led integration of Sweet Baked Snacks within talent model; advanced “Thriving Together” employee framework and ESG objectives |
| The J. M. Smucker Company | Chief People and Administrative Officer | Nov 2019–Mar 2023 | Oversaw corporate services and HR through transformation initiatives |
| The J. M. Smucker Company | SVP, Human Resources & Corporate Communications | May 2016–Nov 2019 | Built HR, culture, communications capabilities aligned to growth plans |
Fixed Compensation
- FY25 base salaries for all executive officers were frozen to support transformation and Hostess integration .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $521,539 | $541,923 | $545,000 |
| Holiday Bonus ($) | $10,500 | $10,900 | $10,900 |
| Perquisites & Other ($) | $89,479 | $111,834 | $105,181 |
| Pension – PV of Accumulated Benefit ($) | — | — | $39,897 (Qualified Pension Plan) |
| Nonqualified Deferred Compensation – Exec contrib ($) | — | — | $81,116 |
| Nonqualified Deferred Compensation – Company contrib ($) | — | — | $56,781 |
| Nonqualified Deferred Compensation – Aggregate balance ($) | — | — | $2,641,299 |
| Perquisite Breakdown (FY25) | — | — | Flexible perq $10,000; Financial/tax planning $10,000; 401(k) match $24,150; Deferred comp contrib $56,781; Charitable match $4,250 |
Performance Compensation
Short-Term Incentive (Cash-Based) – FY25 Design and Outcomes
| Component | Weight | Threshold | Target | Max | FY25 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Operating Income | 70% | 90% of goal (25% of target) | 100% (100%) | 110% (200%) | 101% achieved | 110% of target for AOI slice |
| Net Sales | 20% | 98% of goal (25%) | 100% (100%) | 103% (200%) | 97% achieved | 0% for net sales slice |
| ESG Objectives | 10% | 0% or 100% | 100% (100%) | 100% cap | 100% achieved | 100% for ESG slice |
| Corporate Payout vs Target | — | — | — | — | — | 87% of target overall |
| Jill Penrose STIP (FY25) | Amount |
|---|---|
| Target Bonus ($) | $436,000 (from 2025 plan-based awards) |
| Actual Bonus Paid ($) | $379,320 |
| Design Notes | Corporate-only metrics; committee could reduce awards but did not in FY25 |
Long-Term Incentives (Equity) – FY25 Grants and Structure
| Award | Grant Date | Metric(s) | Weight | Threshold | Target | Max | Grant-Date Fair Value |
|---|---|---|---|---|---|---|---|
| Performance Units (PSUs) | Aug 13, 2024 | Adjusted EPS (3-year), Avg Net Sales Growth (3-year) | 75% EPS / 25% Sales | 3,007 units | 6,013 units | 12,026 units | $709,113 |
| Restricted Stock (RS) | Jun 14, 2024 | Time-based vesting, 3-year ratable | — | — | 4,009 shares | — | $446,723 |
| FY25 LTI Mix (NEOs) | — | — | 60% PSUs / 40% RS | — | — | — | — |
Performance unit awards cliff-vest after three years (May 1, 2024–Apr 30, 2027), with dividend equivalents only to the extent units vest; awards are converted using an average share price methodology ($114.21) at grant . Prior PSU cycle (FY23 grant settled Jun 2025) vested at 82.5%: adjusted EPS 104% of target; ROIC 0% due to impairments and divestiture losses .
Recent Vesting and Realization
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Vested (PSUs+RS) (#) | 7,555 | 7,362 | 4,732 |
| Value Realized on Vesting ($) | $952,499 | $1,167,067 | $586,357 |
| Options Exercised (# / $) | 4,795 / $210,429 | — / — | — / — |
Equity Ownership & Alignment
| Ownership Detail (as of Jun 16, 2025) | Amount |
|---|---|
| Beneficial Ownership (# shares) | 54,021; <1% of outstanding |
| Shares Outstanding (reference) | 106,683,676 |
| Options Exercisable within 60 days | 36,216 |
| Restricted Shares Beneficially Owned | 10,933 |
| Unvested Restricted Shares (#) | 8,794; MV $1,022,478 (at $116.27) |
| Unearned Performance Units (#) | 14,966; payout value $1,740,097 (at $116.27) |
| Ownership Guidelines | Executives must own ≥2x base salary; all NEOs exceed requirements |
| Anti‑Hedging/Pledging | Prohibited for directors, executive officers, employees |
Upcoming vesting schedule of restricted shares/units (excerpts):
| Date | Shares/Units |
|---|---|
| 6/14/2025 | 1,337 |
| 6/15/2025 | 995 |
| 6/14/2026 | 1,336 |
| 6/15/2026 | 490 |
| 9/1/2026 | 3,300 (legacy award) |
| 6/14/2027 | 1,336 |
Option vesting for FY25–FY26: 4,840 (6/15/2025) and 2,176 (6/15/2026) options .
Employment Terms
- Executive Severance Plan applies to elected officers; benefits upon Qualifying Termination: 18 months base salary (24 months for CEO), pro‑rated annual bonus if ≥6 months worked, ~18 months medical premium equivalent, and $10,000 outplacement; certain older RS grants may vest on termination per plan terms .
- Long-term incentive agreements carry double‑trigger change-in-control vesting (CIC + termination without cause or resignation for good reason) for awards since June 2022 .
Potential payments to Jill Penrose under termination/CIC (assumes FY25 year-end, stock at $116.27):
| Scenario | Severance ($) | Medical & Outplacement ($) | Cash Incentive ($) | RS Value ($) | PSU Value ($) | Retirement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Involuntary w/o Cause | 817,500 | 46,000 | 436,000 | 58,600 | 1,102,898 | 32,104 | 2,493,102 |
| Change in Control (double trigger) | 1,962,000 | 61,000 | 436,000 | 1,022,478 | 1,740,097 | 32,104 | 5,253,679 |
Clawback and gross‑up policies:
- Amended clawback policy (NYSE‑compliant plus broad‑based recoupment framework) in place; applies to current/former Section 16 officers for restatements and broader detrimental activity .
- Payment of Tax Gross‑Ups Policy prohibits tax gross‑ups to executive officers .
Compensation Peer Group (Benchmarking)
The committee benchmarks target pay vs a peer set including Campbell Soup, Church & Dwight, Clorox, Colgate-Palmolive, Conagra Brands, Flowers Foods, General Mills, Hershey, Hormel, Ingredion, Kellanova, Keurig Dr Pepper, Kraft Heinz, McCormick, Post Holdings, Spectrum Brands, TreeHouse Foods; objective is ~50th percentile over time, subject to performance and role factors .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~94%; committee maintained core mix and targets while refining incentive programs .
Investment Implications
- Alignment: Strong ownership and policy safeguards—2x salary ownership guidelines met, no hedging/pledging, clawback, and no tax gross‑ups—reduce governance risk and align incentives with shareholders .
- Retention and selling pressure: Material unvested RS (8,794) and PSUs (14,966) plus scheduled option vesting may create periodic selling windows but also provide retention hooks through FY27; double‑trigger CIC provisions limit single‑trigger windfalls .
- Pay for performance: FY25 STIP payout at 87% reflects mixed top‑line performance amid transformation; LTI shifts emphasize EPS and net sales growth (away from ROIC), balancing growth and earnings quality after ROIC shortfall tied to Hostess‑related impairments—monitor future PSU calibration and FCF addition to STIP in FY26 (10% weight) for deleveraging and capital discipline .
- Execution risk: Culture and integration are central to Penrose’s remit; continued success integrating Sweet Baked Snacks and talent frameworks is a lever for delivering PSU sales growth metrics and sustaining say‑on‑pay support .