Jodi Taylor
J M SMUCKERAbout Jodi Taylor
Independent director (age 62) serving on SJM’s board since 2020; currently Audit Committee Chair and designated audit committee financial expert. Former CFO, CAO, and Secretary at The Container Store Group and prior CFO/Secretary at Harold’s Stores; CPA since 1984 (inactive since 2021) and earned a CERT Certificate in Cybersecurity Oversight in March 2023, aligning with SJM’s risk and cybersecurity oversight mandates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | Chief Financial Officer | Dec 2007–Aug 2020 | Led finance for a public specialty retailer; board views her finance/operating experience as key to oversight of SJM’s finances and risk . |
| The Container Store Group, Inc. | Chief Administrative Officer | Jul 2016–Mar 2021 | Governance and enterprise operations leadership . |
| The Container Store Group, Inc. | Secretary | Oct 2013–Mar 2021 | Corporate governance responsibilities . |
| Harold’s Stores, Inc. | CFO and Secretary | Nine years | Consumer retail finance leadership; high-end apparel . |
| Deloitte & Touche L.L.P. | Accounting role; CPA | CPA since 1984 (inactive since 2021) | Foundational audit/accounting expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mister Car Wash, Inc. | Director; Audit Committee Chair | Since Jun 2021 | Public company audit leadership; expands oversight breadth . |
Board Governance
- Committee assignments: Audit Committee Chair; members: Jodi Taylor (Chair), Mercedes Abramo, Jay Henderson; Audit Committee met 11 times in FY2025 .
- Financial expertise and independence: Audit Committee determined Taylor and Henderson meet “audit committee financial expert” criteria; audit committee members meet NYSE financial literacy and independence standards .
- Board independence and refresh: All committees comprised entirely of independent directors; projected board independence 8 of 9 if nominees elected; five new directors since 2020 .
- Attendance: Board held six meetings in FY2025; all directors met the ≥75% attendance requirement; all directors attended the 2024 virtual annual meeting .
- Committee charters amended in FY2025, reflecting ongoing governance updates .
Shareholder Support (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Jodi L. Taylor | 76,731,767 | 1,740,267 | 260,085 | 11,172,083 |
Fixed Compensation
| Component | FY2025 Amount | FY2026 Amount | Notes |
|---|---|---|---|
| Annual retainer (non-employee director) | $100,000 | $100,000 | Cash retainer . |
| Additional retainer – Audit Committee member | $5,000 | $5,000 | Cash; applies to committee members . |
| Additional retainer – Audit or Compensation Chair | $20,000 | $20,000 | Cash; chair premium . |
| Additional retainer – Nominating Chair | $15,000 | $15,000 | Cash; chair premium . |
| Additional retainer – Serving on a second committee | — | $5,000 | Introduced for FY2026 . |
| Jodi Taylor – Fees earned (cash total) | $125,000 | — | Reflects annual retainer + audit chair + committee membership . |
Performance Compensation
| Element | Value | Grant Timing | Vesting | Dividends | Payout Terms | Options |
|---|---|---|---|---|---|---|
| Annual grant of deferred stock units (DSUs) | $160,000 | October each year | Vests immediately | Dividends reinvested into DSUs | Paid out in common shares upon termination of service as director | No options awarded to directors in FY2025 . |
| FY2026 annual DSU grant | $170,000 | October | Vests immediately | Dividends reinvested | Same as above | — . |
| Performance metrics for director pay | Not applicable | — | — | — | Compensation structured as cash + DSUs; proxy does not disclose performance metrics for non-employee director compensation | — . |
Other Directorships & Interlocks
| Company | Role | Overlap/Relationship to SJM | Notes |
|---|---|---|---|
| Mister Car Wash, Inc. | Director; Audit Chair | No related party transactions disclosed involving Jodi Taylor | SJM discloses related party items generally; none attributed to Taylor . |
Expertise & Qualifications
- Finance and operating leadership across public and private consumer companies; experience spans strategy, compliance, risk management, HR, oversight of finances, cybersecurity, and corporate responsibility .
- Designated audit committee financial expert; audit committee oversight includes internal controls, Section 404 SOX compliance, independent auditor appointment, financial reporting, corporate responsibility reporting, internal audit, financial risk exposures, hedging strategies, and cybersecurity processes .
- CERT Certificate in Cybersecurity Oversight enhances board-level cyber risk governance .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 6,948 | As of June 16, 2025; less than 1% of outstanding shares (106,683,676) . |
| DSUs (aggregate units) | 6,882 | As of April 30, 2025 . |
| Ownership as % of shares outstanding | <1% | Table indicates less than 1% for directors . |
| Stock ownership guideline | 5x annual cash retainer; attain within 5 years | All non-employee directors met/exceeded, except Mercedes Abramo (elected Aug 2023) . |
Insider Trades (Form 4)
| Date | Type | Security | Amount | Holdings After | Key Terms |
|---|---|---|---|---|---|
| Oct 1, 2025 | Grant (A) | Deferred Stock Units | 1,566 | 8,584.403 DSUs | DSUs are payable 1-for-1 in common shares upon termination; amount includes dividend reinvestment plan accruals . |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SEC-defined financial expert; high engagement via 11 audit meetings in FY2025 and board attendance requirements met; skill set aligned to SJM’s risk, finance, cybersecurity, and compliance oversight .
- Ownership alignment: Regular DSU grants with dividend reinvestment; compliant with director ownership guidelines (5x cash retainer within five years), supporting skin-in-the-game; no stock options for directors in FY2025, reducing risk of option-related misalignment .
- Shareholder support: Strong “FOR” votes for Taylor’s 2025 re-election (76.7M for vs. 1.7M against), indicating investor confidence in her governance contribution .
- Related-party oversight: As Audit Chair, Taylor oversees approval of related party transactions under SJM policy; company disclosed notable related-party items involving other directors (e.g., services from Circana), underscoring the importance of robust audit oversight rather than indicating conflicts for Taylor herself .
RED FLAGS
- None disclosed specific to Jodi Taylor: no related-party transactions or pledging reported; director compensation is standardized (cash retainer + DSUs) without options, and attendance thresholds were met .