Mark Smucker

About Mark Smucker

Mark T. Smucker (age 55) is Chief Executive Officer and Chair of the Board of The J. M. Smucker Company (SJM). He became CEO in May 2016 and assumed the additional Chair role in April 2025; he has served as a director since 2009, with more than 25 years in leadership roles across SJM’s coffee, consumer and natural foods, and special markets businesses . Under his leadership in FY2025, SJM delivered 7% net sales growth to $8.726B, +12% adjusted operating income, adjusted EPS of $10.12, and free cash flow of $816.6M; GAAP net income was a loss due to impairments tied to Sweet Baked Snacks/Hostess; one-year TSR (value of $100) was 118.65 as disclosed in Pay vs Performance . Smucker also serves on the board of Kimberly-Clark (chair, nominating & corporate governance committee) .

Recent performance snapshot:

Metric	FY 2024	FY 2025
Net Sales ($MM)	$8,178.7	$8,726.1
Adjusted Operating Income ($MM)	$1,636.2	$1,824.7
Adjusted EPS ($)	$9.94	$10.12
Free Cash Flow ($MM)	$642.9	$816.6
FY-end Stock Price ($)	$114.85	$116.27

Five-year “value of $100” TSR disclosure (Pay vs Performance):

Fiscal Year	2021	2022	2023	2024	2025
SJM TSR (Value of $100)	117.58	126.56	146.81	112.74	118.65
Peer Group TSR (S&P Packaged Foods & Meats)	117.59	132.33	147.42	130.75	122.65
SJM Net Income (Loss) ($MM)	876.3	631.7	(91.3)	744.0	(1,230.8)
Adjusted EPS ($)	9.12	8.88	8.92	9.94	10.12

Past Roles

Organization	Role	Years	Strategic Impact
The J. M. Smucker Co.	CEO & Chair	2025–present	Combined leadership; strategic M&A integration; transformation agenda and FCF focus
The J. M. Smucker Co.	Chair, President & CEO	2022–Apr 2025	Portfolio shaping; oversaw Hostess integration planning and execution
The J. M. Smucker Co.	President & CEO	2016–2022	Strategy execution; brand and margin management
The J. M. Smucker Co.	President, Consumer & Natural Foods	2015–2016	Category leadership, innovation
The J. M. Smucker Co.	President, U.S. Retail Coffee	2011–2015	Growth and scale in coffee
The J. M. Smucker Co.	President, Special Markets	2008–2011	Channel expansion and portfolio development

External Roles

Organization	Role	Years	Notes
Kimberly-Clark Corporation	Director; Chair, Nominating & Corporate Governance; Executive Committee member	2019–present	Public company board experience
Industry associations	Director (Consumer Brands Association, FMI—The Food Industry Association); prior director & comp committee member (GS1 US)	Various	Sector insight and standards governance

Fixed Compensation

Component	FY 2023	FY 2024	FY 2025
Base Salary ($)	1,143,077	1,183,846	1,190,000 (frozen)
Holiday Bonus ($)	23,000	23,800	23,800

Total CEO compensation (SEC Summary Compensation Table):

Metric ($)	2023	2024	2025
Salary	1,143,077	1,183,846	1,190,000
Bonus (holiday)	23,000	23,800	23,800
Stock Awards	5,014,262	5,188,571	6,549,243
Option Awards	1,253,526	1,297,115	—
Non-Equity Incentive (STI)	2,554,426	2,458,370	1,552,950
Change in Pension Value	1,160,679	—	1,234,203
All Other Compensation	199,567	215,867	426,187
Total	11,348,537	10,367,569	10,976,383

Perquisites and notable fixed benefits (FY2025): personal aircraft use ($133,114), financial/tax planning, periodic physicals, event tickets, $10,000 flexible perquisite (discontinued FY2026 with equivalent salary increase), and charitable match; CEO perquisite mix reviewed annually .

Performance Compensation

Short-term incentive (STI) structure and FY2025 payout:

Metric	Weight	FY2025 Target	FY2025 Actual	Payout %
Adjusted Operating Income	70%	$1,804.6MM	$1,824.7MM	110%
Net Sales	20%	$8,969.0MM	$8,726.1MM	0% (below 98% threshold)
ESG Objectives	10%	Qualitative	Achieved	100%
Corporate Payout	—	—	—	87% of target

CEO STI target opportunity and payout math:

Target bonus percentage: 150% of base salary (Cash target $1,785,000 on 2024-08-13 grants table; $1,785,000 / $1,190,000) .
Actual STI paid: $1,552,950, which equals ~87% of target, matching the corporate payout factor .

Long-term incentives (LTI) design and FY2025 grants:

Mix: 60% performance units (PUs), 40% restricted stock (RS) .
PU metrics and curve: 75% three-year adjusted EPS (90%-115% of target = 50%-200% payout), 25% three-year average net sales growth (97.5%-102.5% = 50%-200%) .
FY2025 grants to CEO:
- Performance Units: Grant date 2024-08-13; target 34,072 units (thresh 17,036; max 68,144); grant-date fair value $4,018,111 .
- Restricted Stock: 22,715 shares granted 2024-06-14; grant-date fair value $2,531,132; vests ratably over 3 years .

Recently settled PU cycle (FY2023 grant; performance period FY2023–FY2025):

Targets: Adjusted EPS target $9.75; ROIC target 7.00% .
Results: Adjusted EPS 104% of target (payout 110%); ROIC (4.86)%, 0% payout due to impairments and divestiture losses; overall 82.5% of units vested in June 2025 .

Program evolution:

FY2026 STI metric change: replace ESG with free cash flow; weights remain 70% AOI / 20% net sales / 10% FCF .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	538,705 common shares; less than 1% of outstanding shares (106,683,676 as of 6/16/2025)
Options exercisable within 60 days	279,313 (included in beneficial ownership)
Restricted Shares (beneficially owned)	28,677 shares
Unvested/Outstanding at FY-end	RS: 31,282 shares ($3,637,158); PUs (unearned): 86,174 units ($10,019,451)
Option positions (examples)	60,611 @ $123.68 exp. 6/13/2029; 84,821 @ $108.90 exp. 6/17/2030; 61,498 @ $135.53 exp. 6/15/2031; 31,813/15,904 @ $125.82 exp. 6/15/2032; 12,335/24,662 @ $153.21 exp. 6/15/2033
Upcoming option vest tranches	28,235 (6/15/2025); 12,331 (6/15/2026)
Ownership Guidelines	CEO required ≥6x base salary; all NEOs exceed guidelines
Hedging/Pledging	Prohibited (no hedging; no pledging or margin)

Vesting mechanics:

RS generally vest ratably over 3 years; retirement-eligibility provisions apply (age/service thresholds) .
PUs vest after three-year performance period; dividend equivalents paid only to extent of vesting .

Insider selling pressure assessment:

Significant unearned PUs ($10.0M disclosed value) and RS overhang may create periodic selling windows upon vest, but anti-hedge/pledge policies and stock ownership guidelines mitigate misalignment risk .

Employment Terms

Employment agreement: None (no individual employment contract for CEO) .
Executive Severance Plan (non‑CIC): If involuntary termination without cause: CEO receives 24 months base salary, ~24 months medical premium equivalent, prorated annual bonus (if ≥6 months worked), and $10,000 outplacement; treatment of equity per plan provisions .
Change-in-Control (CIC) severance: Double-trigger; upon qualifying termination within 24 months post‑CIC: lump sum = 2×(base salary + target bonus), prorated target bonus, 18 months COBRA equivalent, up to $25,000 outplacement; 18‑month non‑compete and non‑solicit .
CIC tax treatment: No excise tax gross-up; “best net” cutback if 280G applies .
Clawback: Amended policy (NYSE-compliant) for restatements plus broad-based clawback for detrimental activity .

Potential payments (CEO) if termination on FY2025 year-end close price ($116.27):

Scenario	Severance	Medical/Outplacement	Cash Incentive	RS Value	PU Value	Retirement Benefits	HRA	Total
Involuntary w/o Cause	2,380,000	58,000	1,785,000	349,856	6,408,957	16,132,955	47,581	27,162,349
Change in Control (double-trigger)	5,950,001	61,000	1,785,000	3,637,158	10,019,451	16,132,955	47,581	37,633,146

Retirement programs:

Present value of accumulated benefits (FY2025): Qualified Pension Plan $173,916; SERP $13,562,163; total $13,736,079; credited service 10.3 (QPP) and 25.0 (SERP) years .
FY2025 change in pension value (CEO): $1,234,203 .

Board Governance at SJM (dual-role implications)

Role: CEO and Chair since April 2025; non-independent director .
Board structure: 9 directors post‑2025 meeting; 8 of 9 independent; 5 new directors since 2020 .
Lead Independent Director: Board intends to appoint Jonathan Johnson III; duties include agenda/materials approval, executive session leadership, CEO performance evaluation coordination, and liaison between independent directors and CEO .
Committees: All committees are fully independent; CEO/Chair serves on none .
Rationale for combined Chair/CEO: efficiency, accountability, strategic alignment; balanced by strong LID role and majority independent board .
Meetings/attendance FY2025: 6 board meetings; all directors met 75%+ attendance; all attended 2024 annual meeting .

Director compensation policy (for context/governance quality): Independent directors receive $100,000 cash retainer plus deferred stock units (raised from $160,000 in FY2025 to $170,000 in FY2026); additional retainers for leadership/committee roles; employee directors (incl. CEO) receive no director pay .

Compensation Structure Analysis

Pay-for-performance alignment: 74%–87% of NEO target compensation is variable; metrics span AOI, net sales, ESG/FCF (from FY2026), and multi‑year adjusted EPS and sales growth .
Risk safeguards: Robust clawback, no hedging/pledging, ownership guidelines (CEO 6x salary), independent consultant (Semler Brossy), annual risk assessment found no material risk in comp programs .
Mix shift/metric changes: Long-term metric shifted from ROIC to average net sales growth in FY2025 PUs; governance disclosed change and rationale; ROIC underperformance in 2023 cycle led to zero payout on that component (discipline preserved) .
Guaranteed pay vs at-risk: CEO base salary frozen in FY2025 alongside his team, signaling alignment during transformation/Hostess integration .
Perquisites: Aircraft use allowed (board-approved) with disclosed incremental cost; flexible perquisite eliminated FY2026 (moved to base) .

Related Party Transactions and Red Flags

Family ties: CEO is son/nephew of former Chairs; “Chairman Emeritus” roles are non-director, non-voting advisory positions with limited compensation and governance constraints .
Transactions: Services from Circana (former employer of director Perry) were ~$12.8M in FY2025, below independence thresholds; board reaffirmed independence .
Policies: No tax gross-ups; no hedging/pledging; clawback in place; independent compensation committee; strong governance practices listed .

Say-on-Pay & Shareholder Feedback

Say‑on‑pay approval: ~94% at 2024 annual meeting, indicating broad shareholder support; committee continues ongoing refinements .

Equity Grants & Vesting Detail (CEO FY2025)

Award	Grant Date	Amount	Terms
Performance Units (target)	2024‑08‑13	34,072 units (thresh 17,036; max 68,144)	3‑year performance; 75% adj EPS; 25% avg net sales growth; 50–200% payout by curve
Restricted Stock	2024‑06‑14	22,715 shares	Ratable vesting over 3 years; retirement provisions apply

Investment Implications

Alignment and incentives: High at‑risk mix, stringent anti‑hedge/pledge rules, and ownership requirements promote long-term orientation; FY2025 STI paid at 87% due to net sales miss, demonstrating downside sensitivity in pay outcomes .
Retention and overhang: Meaningful unvested equity (RS and PUs) plus pension value support retention; upcoming vesting and limited options in‑the‑money could temper near‑term selling pressure, though RS/PU deliveries may create periodic liquidity events .
Change-in-control economics: Double-trigger with 2× cash (salary+target bonus) and accelerated equity upon qualifying termination create sizable value transfer in a sale (~$37.6M illustrative), but structure is market‑standard, with non‑compete and no gross‑ups .
Execution risk: FY2025 ROIC component paid 0% in three‑year LTI due to impairments and underperformance in Sweet Baked Snacks; management has prioritized turn‑around and FCF discipline (shift to FCF in STI), but investors should monitor Hostess synergy capture ($75M achieved) and organic growth traction into FY2026+ .