John Brase
J M SMUCKERAbout John Brase
John Brase (age 57) is President and Chief Operating Officer of The J. M. Smucker Company, appointed April 30, 2025 after serving as Chief Operating Officer since 2020; he previously spent ~30 years at Procter & Gamble, including as VP & GM, North American Family Care (2016–2020) . Under his operating remit, FY2025 results included net sales of $8.726B (+7%), adjusted operating income of $1.825B (+12%), and free cash flow of $816.6M (+27%); SJM’s FY2025 TSR index stood at 118.65, while adjusted EPS was $10.12 . Management highlighted both transformation-driven cost savings and challenges in Sweet Baked Snacks that impacted sales and long-term ROIC-based payouts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The J. M. Smucker Company | President & Chief Operating Officer | Apr 30, 2025–present | Expanded remit across segments and external engagements; continues oversight of Sales, Operations and Supply Chain |
| The J. M. Smucker Company | Chief Operating Officer | 2020–Apr 2025 | Led strategic and operational execution; co-led Transformation Office delivering cost savings and productivity improvements |
| Procter & Gamble | VP & GM, North American Family Care | 2016–Mar 2020 | P&L leadership for NA Family Care following ~30-year P&G career |
Fixed Compensation
| Component (FY2025) | Amount ($) |
|---|---|
| Base salary | 750,000 |
| Holiday bonus (2% of base) | 15,000 |
| Note | Executive base salaries (CEO and direct reports) were frozen for FY2025 in support of transformation/integration initiatives |
Performance Compensation
Short-Term Incentive (FY2025)
| Metric | Weight | Target mechanics | Actual company performance | Payout factor |
|---|---|---|---|---|
| Adjusted Operating Income | 70% | Threshold 90%, Target 100%, Max 110% of AOI goal | $1,824.7M (101% of target) | 110% |
| Net Sales | 20% | Threshold 98%, Target 100%, Max 103% of sales goal | $8,726.1M (97.5% of target) | 0% (below threshold) |
| ESG objectives | 10% | 0% or 100% based on qualitative objectives | Achieved (FY25 accomplishments) | 100% |
| Resulting corporate payout | 87% of target |
| Individual STI details (FY2025) | Value |
|---|---|
| Target bonus (as % of base) | 100% (target $750,000) |
| Actual STI paid | $652,500 (87% of target) |
Long-Term Incentives
- Design (FY2025 grants): 60% Performance Units (3-year), 40% Restricted Stock (ratable 3-year) . Performance Units: 75% adjusted EPS and 25% average net sales growth over FY2025–FY2027; threshold 90% EPS/97.5% net sales growth; max 200% .
- FY2023 cycle outcome (settled June 2025): adj. EPS at 104% target; ROIC at 0%; 82.5% of units vested .
| Award | Grant date | Quantity/Target | Vesting | Notes |
|---|---|---|---|---|
| Performance Units (FY2025) | Aug 13, 2024 | 11,821 target units | Cliff at end of FY2027, payout 0–200% on EPS/avg sales growth | Dividend equivalents only if vest |
| Restricted Stock (annual) | Jun 14, 2024 | 7,881 shares | Ratable over 3 years | |
| Special Restricted Stock | Apr 30, 2025 | 35,000 shares | 5-year vest: 25% at 2nd anniversary, then 25% annually (no retirement acceleration) | One-time, tied to promotion to President & COO |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 160,424 common shares (includes options exercisable within 60 days) |
| Options exercisable within 60 days | 85,988 options (included above) |
| Unvested restricted stock (4/30/2025) | 53,353 shares; market value $6,203,353 (at $116.27) |
| Unearned performance units at target (4/30/2025) | 29,899 units; payout value $3,476,357 at $116.27 (if target achieved) |
| Ownership guidelines | Executives must hold ≥2x base salary; all NEOs exceed; includes outright and unvested time-based equity (excludes unvested PUs and options) |
| Hedging/pledging | Prohibited for directors, executives, and employees (no hedging, short sales, or pledging/margin) |
Vesting and potential selling pressure
- Near/intermediate-term vesting: 2024 RS tranches in 2025–2027; special 35,000-share grant vests 25% on 4/30/2027 and annually thereafter through 4/30/2030, creating defined liquidity windows; performance unit settlement in FY2027 based on outcomes .
Employment Terms
| Term | Provision |
|---|---|
| Employment inception | Joined SJM as Chief Operating Officer in 2020; promoted to President & COO on Apr 30, 2025 |
| Employment agreement | Offer letter dated Feb 28, 2020 at hire as COO; otherwise no individual employment contracts for NEOs |
| Severance Plan (non‑CoC) | If involuntary termination without cause: 18 months base salary, pro‑rated annual bonus (if ≥6 months worked), lump-sum ~18 months COBRA premiums, $10,000 outplacement; equity per plan rules |
| Change‑in‑Control (CIC) Severance Agreement | Double‑trigger: upon CoC + qualifying termination (within 24 months) → lump-sum 2x (base + target bonus), pro‑rated target bonus, 18 months COBRA equivalent, up to $25,000 outplacement; no tax gross‑ups (280G cutback if needed) |
| Equity upon CoC | Awards granted FY2023+ have double‑trigger vesting (accelerate upon CoC + qualifying termination); pre‑FY2023 awards single‑trigger |
Illustrative potential payments (as of 4/30/2025)
| Scenario | Severance | Medical & Outplacement | Cash incentive | RS value | PU value | Total |
|---|---|---|---|---|---|---|
| Involuntary w/o cause | $1,125,000 | $46,000 | $750,000 | $121,386 | $2,223,741 | $4,266,127 |
| Change in Control + qualifying termination | $1,125,000 | $61,000 | $750,000 | $6,203,353 | $3,476,357 | $11,615,710 |
Performance Compensation (detail)
Annual plan structure (design and outcomes)
| Element | FY2025 design | FY2026 update |
|---|---|---|
| Corporate metrics and weights | 70% Adjusted Operating Income, 20% Net Sales, 10% ESG (0/100%) | Replace ESG with Free Cash Flow at 10% weight |
| FY2025 results and payout | AOI 101% of target; Net Sales 97.5% (below threshold), ESG achieved → corporate payout 87% | — |
Long-term plan structure
| Instrument | Weight | Metrics | Payout range | Notes |
|---|---|---|---|---|
| Performance Units (3-year) | 60% | 75% adj. EPS; 25% avg net sales growth | 0–200% (threshold 90% EPS / 97.5% sales growth) | Dividend equivalents only if vest |
| Restricted Stock (time‑based) | 40% | Time vesting (3 years) | N/A | Retirement and separation provisions per plan |
FY2023 cycle outcome (settled June 2025): Adjusted EPS achieved (110% payout) and ROIC missed (0% payout) → 82.5% vested .
Compensation Structure Analysis
- Mix and at‑risk pay: 74%–87% of NEO target compensation is variable; John Brase’s STI target equals 100% of base, aligning with enterprise AOI/sales/ESG results (2026 adds FCF) .
- Special retention/elevation grant: One-time 35,000-share RS with 5‑year vest linked to promotion; no retirement acceleration—strong retentive design but increases guaranteed time‑based equity vs. performance equity in near term .
- Governance protections: No hedging/pledging; amended clawback policy aligned with NYSE plus broader detrimental‑activity recoupment; no tax gross‑ups .
Equity Ownership & Beneficial Holdings (detail)
| Holder | Beneficial shares | Notes |
|---|---|---|
| John Brase | 160,424 | Includes 85,988 options exercisable within 60 days; restricted shares counted in beneficial ownership |
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay: 94% approval at 2024 annual meeting, supporting continuity of design .
- Peer group for market assessments includes: Campbell Soup, Church & Dwight, Clorox, Colgate-Palmolive, Conagra, General Mills, Hershey, Hormel, Ingredion, Kellanova, Keurig Dr Pepper, Kraft Heinz, McCormick, Post, Spectrum Brands, TreeHouse Foods; targets around market median over time .
Risk Indicators & Red Flags
- Positive: Double‑trigger CoC equity; clawback policy (NYSE-compliant and broader); no hedging/pledging; no tax gross‑ups; ownership guidelines met; compensation risk assessment concluded no material risk-taking incentives .
- Watch items: One‑time special RS grant increases time‑based equity exposure (retention‑oriented); large unvested blocks create event‑driven vesting/liquidity windows; Sweet Baked Snacks underperformance impacted sales and ROIC portions of incentives .
Investment Implications
- Alignment and retention: Brase’s 100% of salary STI target and multi-year performance units tie payouts to AOI/EPS/sales growth; the five-year, no-retirement-acceleration special RS adds retention stickiness but raises near-term time-based equity mix .
- Execution risk and incentives: FY2025 STI payout at 87% (missed sales threshold) and 82.5% vesting on the FY2023 LTI cycle reflect both progress (EPS/AOI) and pressure points (Sweet Baked Snacks) that his remit must address; 2026’s FCF metric tightens cash discipline .
- Ownership and trading overhang: Significant unvested RS and PU grants, plus the 35,000-share special grant with first vest in April 2027, create identifiable future vesting windows; hedging/pledging is prohibited, mitigating alignment concerns .