Mercedes Abramo
J M SMUCKERAbout Mercedes Abramo
Mercedes Abramo (age 55) is an independent director of The J. M. Smucker Company (SJM) since 2023. She serves on the Audit Committee and brings senior leadership experience from luxury retail and hospitality, currently as Regional CEO, North America at Ralph Lauren (since March 2025), and previously Deputy Chief Commercial Officer at Cartier (from March 2023) . The Board determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Regional CEO, North America | Since Mar 2025 | Senior operational and market leadership |
| Cartier International SA | Deputy Chief Commercial Officer | Mar 2023–Feb 2025 | Commercial leadership; prior CEO North America and multiple retail leadership roles |
| Tiffany & Co. | Various Director roles | Not disclosed | Retail leadership experience |
| Various luxury hotels | Management roles | Not disclosed | Hospitality operations experience |
External Roles
| Organization | Position | Start Date | Notes |
|---|---|---|---|
| Ralph Lauren Corporation | Regional CEO, North America | Mar 2025 | Executive role; not a board directorship |
| Chief (private network) | Founding member | Not disclosed | Leadership network affiliation |
| Other public company boards | — | — | None disclosed in SJM proxy |
Board Governance
- Committee memberships: Audit Committee member; Audit Committee met 11 times in FY2025 .
- Independence: Board determined Abramo is independent; SJM has 8 of 9 directors independent post-2025 meeting .
- Attendance: All directors attended ≥75% of Board and Committee meetings in FY2025; directors attended the 2024 annual meeting .
- Executive sessions: Six executive sessions of independent directors in FY2025 .
- 2025 director election support: Abramo received 77,257,145 votes For, 1,159,144 Against, 315,830 Abstain (broker non-votes 11,172,083) .
Fixed Compensation
| Component | Abramo FY2025 Amount | SJM FY2025 Standard | Notes |
|---|---|---|---|
| Annual cash retainer | $105,000 | $100,000 | Her fees reflect $100k retainer + $5k Audit member retainer |
| Lead Independent Director retainer | — | $30,000 | Not applicable |
| Audit Committee member retainer | Included in above | $5,000 | Member fee |
| Committee chair retainer | — | Audit/Comp Chair $20,000; Nominating Chair $15,000 | Not applicable |
| Meeting fees | — | None disclosed | SJM uses retainers/grants |
Performance Compensation
| Equity Instrument | FY2025 Grant Value | Vesting/Terms | Dividends | Notes |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | $160,000 | Vests immediately at grant (Oct), paid out in common shares upon end of service | Dividends reinvested into DSUs | Directors may elect to defer retainer into DSUs |
| Options | — | — | — | No stock options awarded to directors in FY2025 |
SJM director equity is not performance-conditioned; annual DSU grants are fixed-value awards vesting at grant, supporting alignment via deferred settlement and dividend accumulation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | SJM summary table shows no other public boards for Abramo |
- Related party transactions: SJM’s related party disclosures for FY2025 include Circana fees linked to director Kirk Perry; no transactions disclosed related to Abramo, Ralph Lauren, Cartier, or Tiffany & Co. . SJM uses an Audit Committee-administered related party transaction policy with a $120,000 threshold .
Expertise & Qualifications
- Core expertise: Leadership, finance, operating and strategy experience across luxury retail; insights in strategy, operations, e-commerce, people management, marketing, supply chain, and corporate responsibility oversight .
- Audit oversight: Serves on SJM’s Audit Committee, which oversees financial reporting, internal controls, cybersecurity, and related-party review .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 3,227 | As of June 16, 2025; “less than 1%” of shares outstanding |
| DSUs held | 3,196 | As of April 30, 2025 |
| Options | None | No director options outstanding |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging/pledging by directors |
| Ownership guideline | 5× annual cash retainer | Directors must own ≥5× cash retainer within 5 years of joining the Board |
| Guideline compliance status | Working toward threshold | All non-employee directors met/exceeded except Abramo (joined Aug 2023; within 5-year window) |
Governance Assessment
- Strengths: High shareholder support for election; independence; active Audit Committee role; no disclosed related-party transactions tied to Abramo; director equity deferred until end of service; strong no-hedging/pledging and clawback policies .
- Watch items: Ownership guideline not yet met (still within compliance window); DSUs vest at grant (not performance-based), though deferred settlement preserves alignment .
- Board effectiveness: SJM maintains majority independence, executive sessions, annual evaluations, stock ownership guidelines, and robust risk/compliance oversight; 2024 say-on-pay support ~94% indicates investor confidence in compensation governance .
Appendix: Key Election and Compensation Tables
2025 Director Election Votes
| Candidate | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Mercedes Abramo | 77,257,145 | 1,159,144 | 315,830 | 11,172,083 |
2025 Director Compensation (Abramo)
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 105,000 | 160,000 | — | — | 265,000 |
Director Equity Grant Policy
| Item | Policy |
|---|---|
| Annual DSU grant | $160,000 (Oct); increases to $170,000 for FY2026 |
| Vesting | Immediate; paid out in common shares upon end of service |
| Dividends | Reinvested into DSUs |
| Retainer deferral | Optional conversion of cash retainer to DSUs |
Beneficial Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Mercedes Abramo | 3,227 | * (<1%) |
| Shares outstanding (record date) | 106,683,676 | — |
Insider Filings Snapshot
| Form | Date | Note |
|---|---|---|
| Form 3 (Initial Statement) | Aug 18, 2023 | Reported no securities beneficially owned at onboarding |
Related party transactions policy and independence determinations are administered rigorously; no hedging/pledging allowed; clawback policy exists and was modernized in FY2024 . Say-on-pay approval ~94% in 2024 reflects strong investor support for pay practices .