Susan Chapman-Hughes
J M SMUCKERAbout Susan Chapman-Hughes
Independent director of The J. M. Smucker Company since 2020 and Chair of the Compensation and People Committee; age 56. Former Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation and Operations at American Express (2018–2021), with prior senior roles at American Express and Citi. Current public company directorship: Toast, Inc. (Compensation Chair; Nominating & Governance member). Degrees: B.S. Engineering (Vanderbilt), M.S. Regional Planning (UMass Amherst), MBA Real Estate Finance & Urban Land Economics (University of Wisconsin–Madison). Founder and Managing Partner, Acumentus (management consulting).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | EVP & GM, Global Head of Digital Capabilities, Transformation & Operations, Global Commercial Services | Feb 2018–Feb 2021 | Led digital capabilities and operations; large-scale transformation experience |
| American Express | Senior Vice President roles (U.S. Large Market; U.S. Account Development; Global Real Estate & Workplace Enablement) | 2010–2018 | Commercial payments, account development, real estate/enablement |
| Citigroup | Global CAO & Head of Operations and Strategy, Citi Realty Services | 2004–2010 | Global operations and strategy leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toast, Inc. | Director; Chair, Compensation Committee; Member, Nominating & Corporate Governance | Since Feb 2021 | Compensation committee independence and oversight; multiple meetings annually |
| Potbelly Corporation | Director; Chair, Compensation Committee; Member, Nominating & Corporate Governance; previously Audit Chair | May 2014–Jun 2020 | Resigned Jun 2020 (no disagreement); Audit Chair in 2018 |
| Acumentus | Founder & Managing Partner | Current | Governance/strategy advisory (biography disclosure) |
Board Governance
- Independence: Board determined Susan Chapman‑Hughes is independent under NYSE/SEC rules.
- Committee assignments: Chair, Compensation and People Committee; committee met 6 times in FY2025; members: Chapman‑Hughes (Chair), Tarang Amin, Jonathan Johnson III.
- Attendance: All directors attended at least 75% of Board and committee meetings in FY2025; Board held 6 meetings.
- Executive sessions: Independent directors held 4 regularly scheduled executive sessions and 2 following special meetings in FY2025.
- Annual election/leadership: Directors elected annually; Board intends to appoint Jonathan Johnson III as Lead Independent Director upon re‑election.
- Compensation committee interlocks: None reported for FY2025.
- Responsibilities as Compensation Chair: Oversees executive compensation philosophy, performance goals (including ESG), CEO evaluation with Lead Independent Director, equity plans, stock ownership guidelines, clawback policy, compensation risk assessment, consultant independence, peer group benchmarking.
Fixed Compensation
| Component | FY2025 | FY2026 (scheduled) |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Compensation Committee Chair retainer | $20,000 | $20,000 |
| Additional retainer for serving on a second committee | N/A | $5,000 (if applicable) |
| Lead Independent Director retainer | N/A | N/A (role planned for Johnson) |
| Annual deferred stock unit (DSU) grant | $160,000 (October; vests immediately; dividends reinvested) | $170,000 (October; same terms) |
| FY2025 cash actually earned (fees) | $120,000 | — |
Performance Compensation
| Feature | FY2025 |
|---|---|
| Equity form | Deferred stock units (DSUs) under 2020 Plan |
| Grant timing | October annually |
| Vesting | Immediate upon grant |
| Dividends | Cash dividends credited and reinvested into additional DSUs |
| Performance metrics tied to director equity | None disclosed (director DSUs are time‑based, not performance‑based) |
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Notes |
|---|---|---|---|
| Toast, Inc. (NYSE: TOST) | Director | Compensation (Chair); Nominating & Corporate Governance | Toast discloses comp committee independence and no interlocks with its executives; none reported at SJM in FY2025 |
| Potbelly Corporation (NASDAQ: PBPB) | Former Director | Compensation (Chair); Nominating & Governance; Audit (Chair, 2018) | Resigned Jun 2020; no disagreement |
Expertise & Qualifications
- Digital transformation and technology leadership (AmEx), innovation, change management, and governance experience suited to consumer and technology interfaces.
- Education: B.S. Engineering (Vanderbilt); M.S. Regional Planning (UMass Amherst); MBA Real Estate Finance & Urban Land Economics (UW–Madison).
Equity Ownership
| Item | Detail |
|---|---|
| Deferred Stock Units held (as of Apr 30, 2025) | 6,882 |
| Stock options | None |
| Director stock ownership guideline | Minimum value = 5× annual cash retainer; attainment expected within 5 years; all non‑employee directors met/exceeded except Mercedes Abramo (newer director) |
| Hedging/Pledging | Prohibited by company policy (no hedging, no pledging) |
| Payment of DSUs | Paid in common shares upon termination of service (subject to waiting periods for certain years) |
Governance Assessment
- Strengths: Independent status; Chair of a fully independent Compensation Committee; clear governance practices (annual elections, majority voting, proxy access), robust clawback and ownership policies; no hedging/pledging; regular executive sessions; compensation risk assessment conducted with independent consultant (Semler Brossy). These support investor alignment and oversight quality.
- Director pay alignment: Cash retainer plus DSUs (immediate vesting with dividend reinvestment) and stock ownership guidelines bolster “skin‑in‑the‑game”; FY2025 total compensation of $280,000 (fees $120,000; stock awards $160,000).
- Attendance/engagement: Board met 6 times; all directors met at least 75% attendance; independent executive sessions held regularly; indicates active oversight.
- Interlocks/conflicts: SJM reported no compensation committee interlocks in FY2025; related‑party transactions are governed by a formal policy with Audit Committee oversight; no director‑specific related‑party disclosures for Chapman‑Hughes at SJM.
- Say‑on‑pay context: 94% approval in 2024 supports compensation program design overseen by her committee, though committee continues to refine incentives and apply clawback/no‑gross‑ups policies.
RED FLAGS: None disclosed specific to Susan Chapman‑Hughes at SJM for FY2025 (no interlocks, no related‑party transactions, compliance with ownership policies, hedging/pledging prohibited). Maintain monitoring of external roles for potential information flow (e.g., Toast board leadership), with SJM’s conflict policies providing mitigants.