Tucker Marshall
J M SMUCKERAbout Tucker Marshall
Tucker H. Marshall is Chief Financial Officer of The J. M. Smucker Co. (SJM), serving as CFO since May 2020 after joining the company in 2012 and previously holding finance leadership roles; he brings 20+ years in accounting, finance, investment banking, and private equity (Bank of America; The Reserve Group). He holds a BA from Gettysburg College and an MBA from Northwestern Kellogg; he studied at the London School of Economics . Age 49 (as of 2025) . SJM reported FY2025 net sales of $8.73B (+7% y/y) with adjusted EPS $10.12 and free cash flow $816.6M, reflecting Hostess synergies and a challenging Sweet Baked Snacks unit . Over the last three fiscal years, revenues and EBITDA progressed as below (S&P Global data):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $8,529.2MM* | $8,178.7MM* | $8,726.1MM* |
| EBITDA ($) | $1,603.1MM* | $1,874.1MM* | $2,156.2MM* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The J. M. Smucker Co. | CFO; prior finance leadership roles | 2012–present | Led finance transformation, FP&A, investor relations; supported M&A and long-range planning |
| Bank of America / ABN AMRO | Investment banking, credit analysis | — | Built capital markets and corporate finance expertise |
| The Reserve Group | Private equity | — | Operational finance across industries; deal execution experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Western Reserve Academy | Board of Trustees | — | Education non-profit governance |
| Akron Children’s Hospital | Board of Directors | — | Healthcare governance |
| GS1 U.S. | Finance & Audit Committee member | — | Standards and audit oversight |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Base Salary | $645,000 |
| Holiday Bonus (2% of salary) | $12,900 |
| Perquisites – Aircraft Use | $5,017 |
| Perquisites – Flexible Perquisite | $10,000 |
| Employer 401(k) Matching | $24,150 |
| Company Contributions to Deferred Compensation | $77,834 |
| Restoration Plan – Executive Contributions | $88,953 |
| Restoration Plan – Registrant Contributions | $77,834 |
| Restoration Plan – Aggregate Balance (YE) | $1,033,142 |
Notes:
- Base salaries for executive officers were frozen in FY2025 to support transformation and Hostess integration .
- No tax gross-ups policy; robust clawback and no-hedging/no-pledging policies .
Performance Compensation
Short-Term Incentive (Cash)
| Item | Detail |
|---|---|
| Target Award (FY2025) | $580,500 |
| Threshold / Maximum | $145,125 / $1,102,950 |
| Metric Weighting | Adjusted Operating Income 70%; Net Sales 20%; ESG 10% |
| FY2025 Corporate Results | AOI 101% of target; Net Sales 97.5% (below threshold); ESG achieved |
| Payout Factor | 87% of target (corporate performance portion) |
| Actual Paid (FY2025) | $505,035 |
Short-term payout curve: AOI pays 0–200% (threshold 90%, max 110%); Net Sales pays 0–200% (threshold 98%, max 103%); ESG pays 0% or 100% .
Long-Term Incentives (Equity)
| Award | Grant Date | Units/Shares | Key Terms |
|---|---|---|---|
| Performance Units (FY2025 cycle) | 8/13/2024 | Target 9,149; Threshold 4,575; Max 18,298 | 3-year cliff vest; metrics: Adjusted EPS 75% and 3-year Average Net Sales Growth 25%; threshold/mid/max: EPS 90%/100%/115%; Net Sales Growth 97.5%/100%/102.5%; dividend equivalents paid only upon vesting . |
| Restricted Stock (annual LTI) | 6/14/2024 | 6,100 shares | Vests ratably over 3 years; retirement vest provisions updated in FY2025; no dividends on unvested RS . |
| Special Retention RS (one-time) | 4/30/2025 | 22,000 shares | 5-year vest: 25% at 2nd anniversary (4/30/2027) and 25% annually thereafter; no retirement acceleration . |
FY2023 performance unit results (granted July 2022; settled June 2025): Adjusted EPS achieved 104% (110% payout), ROIC 0% due to impairments; 82.5% of PSUs vested .
Vesting Schedule (Selected Future Dates for Tucker Marshall RS)
| Vest Date | Shares |
|---|---|
| 6/14/2025 | 2,034 |
| 6/15/2025 | 1,404 |
| 6/14/2026 | 2,033 |
| 6/15/2026 | 704 |
| 6/14/2027 | 2,033 |
| 4/30/2027 | 5,500 |
| 4/30/2028 | 5,500 |
| 4/30/2029 | 5,500 |
| 4/30/2030 | 5,500 |
Stock Options (Outstanding at FY2025 Year-End)
| Grant | Status | Exercise Price | Expiration | Quantity |
|---|---|---|---|---|
| 2010 grant | Exercisable | $108.90 | 6/17/2030 | 7,389 |
| 2011 grant | Exercisable | $135.53 | 6/15/2031 | 14,901 |
| 2012 grant | Exercisable / Unexercisable | $125.82 | 6/15/2032 | 7,389 / 3,697 |
| 2013 grant | Exercisable / Unexercisable | $153.21 | 6/15/2033 | 3,129 / 6,254 |
Note: In termination modeling, certain unvested options had no value since their exercise prices exceeded the closing price on 4/30/2025 ($116.27) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership | 86,106 shares |
| Restricted Shares Included in Beneficial Ownership | 33,864 |
| Options Included in Beneficial Ownership (exercisable within 60 days) | 39,639 |
| Shares Outstanding (as of 6/16/2025) | 106,683,676 |
| Unvested Restricted Stock at FY-end | 30,208 |
| Unvested Performance Units at FY-end (target) | 21,790 |
- Ownership % of shares outstanding ≈ 0.08% (derived from 86,106 / 106,683,676) .
- Stock ownership guidelines: 2x base salary for executive officers; all NEOs exceed requirements .
- No hedging or pledging of company stock permitted; strict insider trading policy .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (Involuntary w/o Cause) | 18 months base salary; prorated annual bonus (if ≥6 months worked); lump sum ≈ 18 months medical premiums; $10,000 outplacement; certain RS/RSU grants (pre-5/1/2020, ≥2 years old) vest; LTI per plan . |
| Change-in-Control Severance Agreement | Double-trigger: 2x base salary + target annual bonus; pro-rata target bonus; 18 months COBRA equivalent; up to $25,000 outplacement; non-compete and non-solicit for 18 months post-termination . |
| Equity Acceleration (CIC) | RS vests immediately; PSUs vest at greater of target units at CIC close or actual performance through CIC if employment is terminated without cause or for good reason . |
| Clawback Policy | NYSE-required clawback for restatements + broad-based clawback for detrimental activity . |
Estimated potential payments (illustrative, assuming termination on FY-end; includes equity values at $116.27 closing price):
- Involuntary w/o Cause: $967,500 severance; $46,000 medical/outplacement; cash incentive $580,500; RS value $81,273; PSU value $1,578,482; total $3,253,755 .
- Change in Control: $2,451,000 severance; $61,000 medical/outplacement; cash incentive $580,500; RS $3,512,284; PSU $2,533,523; total $9,138,307 .
Governance, Peer Group, and Shareholder Feedback
- Compensation consultant: Semler Brossy; independent .
- Peer group used for benchmarking (proxy data): Campbell Soup, Church & Dwight, Clorox, Colgate-Palmolive, Conagra Brands, Flowers Foods, General Mills, Hershey, Hormel, Ingredion, Kellanova, Keurig Dr Pepper, Kraft Heinz, McCormick, Post Holdings, Spectrum Brands, TreeHouse Foods .
- Target market positioning: around 50th percentile of competitive market (“Target Range”) .
- Say-on-Pay approval: ~94% support at 2024 Annual Meeting .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales (Company) | $8,178.7MM (+ prior-year context) | — | $8,726.1MM (+7% y/y) |
| Adjusted EPS | $9.94 | — | $10.12 |
| Free Cash Flow | $642.9MM | — | $816.6MM |
Further fundamentals (S&P Global):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $8,529.2MM* | $8,178.7MM* | $8,726.1MM* |
| EBITDA ($) | $1,603.1MM* | $1,874.1MM* | $2,156.2MM* |
| *Values retrieved from S&P Global. |
Operational note: FY2025 performance unit vesting (from the FY2023 grant settled in June 2025) was constrained by Sweet Baked Snacks impairments and divestiture losses, driving a 0% payout on ROIC while Adjusted EPS delivered 110% payout—net PSU vesting at 82.5% .
Investment Implications
- Alignment: Strong pay-for-performance architecture—STIP and LTI heavily tied to Adjusted EPS, AOI, and Net Sales Growth; high variable pay mix (74%–87%) and stock ownership guideline compliance reinforce alignment .
- Retention and selling pressure: Special 22,000-share retention award vests 5,500 shares annually 2027–2030; combined with annual RS tranches, a predictable vest schedule could modestly increase insider selling supply around those dates (subject to blackout policies) . No pledging or hedging mitigates alignment risk .
- Risk flags: Underperformance and impairments in Sweet Baked Snacks eliminated ROIC PSU payout for the 2022–2025 cycle, highlighting execution risk in integration and turnaround efforts; however, FY2025 AOI and FCF performance remained strong, and FY2026 STIP adds a Free Cash Flow objective (10%) to reinforce cash discipline .
- CIC economics: Double-trigger CIC terms (2x salary+bonus; equity acceleration on termination) are market-standard; non-compete and non-solicit (18 months) reduce immediate flight risk but still imply meaningful payout obligations under a change-of-control scenario .
References for background and qualifications:
- Corporate leadership bio & roles:
- CFO tenure (May 2020):
- Career narrative:
- Age:
All other compensation, ownership, governance, and performance details cited from SJM’s 2025 Definitive Proxy Statement: .