J M SMUCKER Co PRE 14A, filed Jun 23, 2022

J M SMUCKER Co (SJM)

PRE 14A 2022-06-23 For: 2022-08-17

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Added on October 19, 2026

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☑		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

THE J. M. SMUCKER COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

☑		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


PROXY SUMMARY			1

PROXY STATEMENT			9

Corporate Governance			9

PROPOSAL 1 — ELECTION OF DIRECTORS			20

Board and Committee Meetings (includes 2022 Director Compensation Table)			27

Report of the Audit Committee			37

Service Fees Paid to the Independent Registered Public Accounting Firm			38

Audit Committee Pre-Approval Policies and Procedures			38

Independent Auditor Review and Appointment Process			39

Benefits of a Long-Tenured Auditor			39

Communications with the Audit Committee			39

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			40

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)			41

Executive Compensation (includes Compensation Discussion and Analysis)			42

Compensation Tables			66

Summary Compensation Table			66

2022 Grants of Plan-Based Awards			69

Outstanding Equity Awards at 2022 Fiscal Year End			70

2022 Option Exercises and Stock Vested			71

2022 Pension Benefits			73



2022 Nonqualified Deferred Compensation			74

Potential Payments to Executive Officers Upon Termination or Change in Control			75

2022 CEO Pay Ratio			79

Compensation Committee Report			80

Compensation Committee Interlocks and Insider Participation			80

PROPOSAL 4 – APPROVAL OF THE COMPANY’S AMENDED ARTICLES OF INCORPORATION			81

Related Party Transactions			85

Ownership of Common Shares			86

Equity Compensation Plan Information			89

Annual Report			90

2023 Shareholder Proposals			90

Other Matters			90

“Householding” of Proxy Materials			90

Electronic Delivery of Company Shareholder Communications			91

Voting Rights of Common Shares			91

Proxy Solicitation and Costs			92

Questions and Answers About the Annual Meeting and Voting			92

APPENDIX A: RECONCILIATION OF ADJUSTED OPERATING INCOME, ADJUSTED EARNINGS PER SHARE, AND FREE CASH FLOW TO THE RELATED GAAP MEASURES			A-1

APPENDIX B: PROPOSED AMENDMENTS TO AMENDED ARTICLES OF INCORPORATION			B-1



Proposal	Proposal Summary	Voting Recommendation	Page

	Election of the Board nominees named in this proxy statement with terms expiring at the 2023 annual meeting of shareholders		20

	Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 fiscal year		40

	Advisory approval of the Company’s executive compensation		41

	Approval of Amended Articles of Incorporation to eliminate the time phased voting provisions		81


		Director Since	Professional Background	Board Committees			Other Public Company Boards
Name	Age	Director Since	Professional Background	AC*	ECC^†	NGCR^‡	Other Public Company Boards
Susan E. Chapman-Hughes	53	2020	Former Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation, and Operations, Global Commercial Services American Express Company	—		—	• Toast, Inc.

Paul J. Dolan	63	2006	Chairman and Chief Executive Officer Cleveland Guardians	—		—	• Madison Square Garden Sports Corporation • Madison Square Garden Entertainment Corporation

Jay L. Henderson	66	2016	Retired Vice Chairman, Client Service PricewaterhouseCoopers LLP		—	—	• Illinois Tool Works Inc. • Northern Trust Corporation

Jonathan E. Johnson III	56	2022	Chief Executive Officer Overstock.com, Inc.	—	—		• Overstock.com, Inc.

Kirk L. Perry	55	2017	President and Chief Executive Officer Information Resources, Inc. (“IRI”)	—		—	• e.l.f. Beauty, Inc.

Sandra Pianalto	67	2014	Retired President and Chief Executive Officer Federal Reserve Bank of Cleveland		—	—	• Eaton Corporation plc • Prudential Financial Inc.

Alex Shumate	72	2009	Senior Partner and Ohio Strategic Relationship Partner Squire Patton Boggs (US) LLP	—	—

Mark T. Smucker	52	2009	President and Chief Executive Officer The J. M. Smucker Company	—	—	—	• Kimberly-Clark Corporation

Richard K. Smucker	74	1975	Executive Chairman The J. M. Smucker Company	—	—	—	—

Jodi L. Taylor	59	2020	Retired Chief Financial and Administrative Officer The Container Store Group, Inc.		—		• Mister Car Wash, Inc.

Dawn C. Willoughby	53	2017	Former Executive Vice President and Chief Operating Officer The Clorox Company	—	—		• TE Connectivity Ltd.


WHO CAN VOTE

Shareholders of record at the close of business on June 21, 2022 are entitled to vote at the virtual annual meeting.


		Environmental Impact We are committed to improving the environmental footprint of our operations. We integrate the principles of advancing resource conservation into our ESG practices through our focus on three elements of environmental stewardship – energy efficiency, water efficiency, and landfill avoidance. We have: Announced new environmental impact benchmarks focused on climate action (including establishing greenhouse gas emissions goals developed using the Science-Based Targets Initiative protocol), responsible sourcing, operational excellence, and sustainable packaging; Maintained our commitment to conservation practices in partnership with the World Wildlife Fund, National Fish and Wildlife Foundation, and Pollinator Partnership; and Continued to evaluate and implement more efficient production processes across our manufacturing footprint to support our environmental impact goals.

		Employee Impact We take proactive steps to ensure we meet our employees’ physical, emotional, and financial needs. Notably, we: Conduct an employee engagement survey every two to three years to provide an opportunity for open and confidential feedback from employees and to identify opportunities for improvement; Foster an environment of growth for our people and we support and challenge our employees to increase their knowledge, skills, and capabilities through all phases of their career; Provide market competitive pay and benefit programs which promote and foster the overall well-being of our employees, including introducing new benefits to help meet the evolving needs of our employees and their families; Ensure workforce health and safety through education and training, which is provided at all locations. These efforts resulted in our Company achieving a total recordable incident rate during 2022 that was three times below the national average; and Promote an inclusive culture and diverse workforce while leveraging our voice and position to promote societal equity. In support of these pillars, we have introduced our Advocate Alliance and our initial Employee Resource Groups to promote understanding, community, and allyship. In addition, we are implementing changes to our recruiting, hiring, and retention programs to improve diversity at all levels within our Company.


		Community Impact We are passionate about being good citizens in the communities where we live and work. Through our many partnerships, we understand the needs and support required in our local communities and leverage these relationships to make the necessary connections to offer critical assistance to those in need. Notably, we: Collaborate with our partners, including Feeding America and Rescue Bank to help feed people and pets in need; Support community organizations, including the Red Cross and United Way, which provide critical disaster relief; Promote education and development through our work with several partners, including the LeBron James Family Foundation and its I PROMISE School, notably supplying the school’s on-site food pantry, donating to the school’s library, and developing the I PROMISE School’s J.M. Smucker Hometown Hall, a community gathering space; and Empower employee volunteerism and financial donations, including offering our Company Match program.

		Consumer Impact We make consumers’ lives better by delivering food people and pets love. We recognize the opportunity to serve consumers is earned and we are honored nearly 90% of U.S. homes have a Smucker product in their pantries. While proud of this distinction, we are focused on our commitment to earn their trust every day and with every product. We realized this by: Producing safe, quality food through our experienced Quality Assurance team in partnership with our Operations, Supply Chain, Procurement, Commodities, and Contract Manufacturing teams; Maintaining a commitment to responsible marketing practices, including substantiating claims and not leveraging any media channel primarily targeting children 13 and under; and Helping ensure consumers have an understanding of the ingredients in our products through our labeling and brand web sites.

		Supply Chain Impact We are committed to ensuring the sustainability of our supply chain while supporting those connected to it by strategically investing in our suppliers’ ability to continuously deliver the quality ingredients used in our products. This supports livelihoods for our suppliers and their families, while ensuring we meet our expectation of ethical and responsible sourcing. This is realized by: Communicating our expectations with regard to labor practices and human rights, business integrity, responsible environmental practices, and reporting and enforcement standards through our Global Supplier Code of Conduct; Reinforcing our Animal Welfare Policy to reflect our commitment to not conduct or sponsor any harmful animal testing, our expectations for the humane treatment of animals in our supply chain, and our efforts to improve the lives of, and relationships with, our pets in the United States and Canada; and Steadily expanding our Global Responsible Sourcing Program to drive positive impact across the supply chain through enhanced collaboration including streamlining processes, engaging internal and external stakeholders, and launching a training module available to all suppliers.


Name	Audit Committee	Compensation Committee	Nominating Committee

Susan E. Chapman-Hughes

Paul J. Dolan

Jay L. Henderson	F

Jonathan E. Johnson III

Kirk L. Perry

Sandra Pianalto	F

Alex Shumate

Jodi L. Taylor	F

Dawn C. Willoughby

Number of Meetings	11	5	4
Chair Member F Financial Expert


Type of Compensation		Amount
Annual Retainer		$100,000 per year
Additional Annual Retainer for Lead Independent Director		$ 30,000 per year
Additional Annual Retainer for Audit Committee Members		$ 5,000 per year
Additional Annual Retainer for Audit Committee Chair		$ 15,000 per year
Additional Annual Retainer for Compensation Committee Chair		$ 15,000 per year
Additional Annual Retainer for Nominating Committee Chair		$ 15,000 per year
Annual Grant of Deferred Stock Units		$160,000 in deferred stock units


Name (1)(2)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (3)	Option Awards ($) (4)	All Other Compensation ($) (5) (6)	Total ($)
Susan E. Chapman-Hughes	$100,000	$150,000	—	—	$250,000
Paul J. Dolan	$115,000	$150,000	—	—	$265,000
Jay L. Henderson	$120,000	$150,000	—	—	$270,000
Jonathan E. Johnson, III	$ 25,000	$ 37,500	—	—	$ 62,500
Kirk L. Perry	$100,000	$150,000	—	—	$250,000
Sandra Pianalto	$105,000	$150,000	—	$ 2,500	$257,500
Nancy Lopez Russell (7)	$ 16,667	—	—	—	$ 16,667
Alex Shumate	$135,000	$150,000	—	—	$285,000
Timothy P. Smucker (8)	$100,000	$150,000	—	$54,586	$304,586
Jodi L. Taylor	$110,000	$150,000	—	—	$260,000
Dawn C. Willoughby	$100,000	$150,000	—	$ 2,500	$252,500


Name		Deferred Stock Units
Susan E. Chapman-Hughes		2,629
Paul J. Dolan		46,281
Jay L. Henderson		8,165
Jonathan E. Johnson III		284
Kirk L. Perry		11,542
Sandra Pianalto		10,932
Alex Shumate		20,177
Timothy P. Smucker		9,096
Jodi L. Taylor		2,629
Dawn C. Willoughby		8,464


	2022 Fees (in thousands)		2021 Fees (in thousands)		Description

Audit Fees	$	3,882	$	3,680	Audit fees primarily relate to (i) the audit of our consolidated financial statements as of and for the fiscal years ended April 30, 2022 and April 30, 2021; (ii) statutory audits of certain international subsidiaries; (iii) the audit of the effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002; (iv) the reviews of our unaudited condensed consolidated interim financial statements as of July 31, October 31, and January 31 for fiscal years 2022 and 2021.

Audit-Related Fees	$	251	$	407	Fees for services that are related to the performance of the audit or review of financial statements and are not included in “Audit Fees,” including financial reporting advisory services, acquisition-related due diligence, audits of financial statements of divested businesses, audits of certain employee benefit plans, subscription to on-line research services, and other attest services. The decrease in audit-related fees in fiscal year 2022 was primarily attributable to the audit of the divested Crisco business in 2021, of which $225,000 was reimbursed to the Company by the buyer.

Tax Fees	$	2,090	$	1,595	Tax fees are primarily for tax work in connection with strategic transactions and for tax compliance, preparation, and planning services. The increase in tax fees in fiscal year 2022 was primarily due to an increased amount of tax work for acquisition and divestiture-related services during such fiscal year.

All Other Fees	$	0	$	33	Fees for services that are not included in the above categories. The “all other fees” in fiscal year 2021 relate to an internal audit assessment.
TOTAL	$	6,223	$	5,715


Named Executive Officer		Title

Mark T. Smucker		President and Chief Executive Officer

Tucker H. Marshall		Chief Financial Officer

John P. Brase		Chief Operating Officer

Jeannette L. Knudsen		Chief Legal and Compliance Officer and Secretary

Richard K. Smucker		Executive Chairman


	Page
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary		42
Components of Our Compensation Program for Executive Officers		52
Role of Our Outside Compensation Consultant		53
Determination of Compensation for Executive Officers		53
What Our Short-Term Incentive Compensation Program is Designed to Reward and How it Works		56
What Our Long-Term Incentive Compensation Program is Designed to Reward and How it Works		59
Health Benefits		61
Pension and Retirement Plans, the Non-Qualified Supplemental Retirement Plan, and the Voluntary Deferred Compensation Plan		61
Other Benefits Executive Officers Receive		63
Description of Compensation Policies and Agreements with Executive Officers		63
Tax and Accounting Considerations		65
Compensation-Related Risk Assessment		65


Dollars in millions, except per share data	Fiscal 2022		Fiscal 2021		Change (%)
Net Sales*	$	7,998.9	$	8,002.7		0%
Adjusted Operating Income*	$	1,440.1	$	1,528.8		(6)%
Adjusted Earnings Per Share*	$	8.88	$	9.12		(3)%
Free Cash Flow*	$	718.8	$	1,258.3		(43)%
Fiscal Year End Stock Price	$	136.93	$	130.99		5%



ESG Objectives		FY22 Accomplishments
*Launch New Inclusion, Diversity,* *and Equity Organization Model*		• We created a diverse team comprised of four new roles focused on inclusion, diversity, and equity. • Through this team, we established a holistic organization model by identifying leaders from across the Company to engage on issues of inclusion, diversity, and equity.
*Foster an Inclusive and Equitable* *Workplace*		• Introduced Advocate Alliance and Employee Resource Groups to promote understanding, community, and allyship. • Continued to raise awareness of our inclusion, diversity, and equity efforts through our monthly Reasons to Celebrate and Conversations that Elevate programs. • Enhanced our benefits programs by adding new features to support members of our LGBTQ+ community and enhanced surrogacy and fertility benefits.
*Increase People of Color at Every* *Level and Women in Leadership*		• Updated our Nominating Committee Charter to include more robust diversity criteria to be considered when selecting Director candidates. • Invested in enhancing our diversity recruiting practices to ensure objectivity and support more inclusive processes across the hiring experience. • Established many new and expanded sourcing partnerships and sponsorship of diversity focused recruiting events.
*Share Our Efforts With Our* *External Communities and* *Customers*		• Included more diverse selection considerations across many external partnerships, including selection of talent in our advertising campaigns, supplier diversity, scholarship recipients, and charitable giving beneficiaries. • Distributed an Equal Employment Opportunities Report to provide greater transparency on the diversity of our current workforce.



	Weight		Threshold (25%)				Target (100%)				Maximum (200%)				Actual Short-Term Incentive Target Awarded (113%)

			$		% of Plan		$		% of Plan		$		% of Plan		$		% of Plan

Adjusted Operating income		70%		$1,173.3		80%		$1,466.6		100%		$1,613.3		110%		$1,440.1		98%

Net Sales		20%		$7,619.3		98%		$7,774.8		100%		$8,008.0		103%		$7,998.9		103%

ESG¹		10%								100%						Achieved		100%



Practices		Recent Modifications

*Performance-Based Pay*		As discussed above, we abide by a strong pay for performance philosophy. For fiscal year 2022, 75% to 86% of the target principal compensation components for the Named Executive Officers were variable and tied to financial performance.

*No Tax Gross-Ups Policy*		We have a Payment of Tax Gross-Ups Policy that prohibits tax gross-up payments to our executive officers.

*Significant Stock Ownership*		The minimum stock ownership requirement for our Executive Chairman and Chief Executive Officer is a multiple of six times their annual base salaries. Our other executive officers must own stock with a value of at least two times their annual base salaries. All of the Named Executive Officers exceed the minimum stock ownership guidelines, thereby strongly aligning each Named Executive Officer’s long-term interests with our shareholders.

*Clawback Policy*		We have a Clawback of Incentive Compensation Policy that allows us to recoup incentive-based compensation from our current or former executive officers under certain circumstances. Pursuant to our clawback policy, we may demand repayment of any incentive-based compensation paid or granted to an executive officer in the event of a required accounting restatement of a financial statement of the Company (whether or not based on misconduct) due to material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws.

*Compensation Risk Assessment*		With input from Semler Brossy, the Compensation Committee’s independent compensation consultant, we conducted a compensation risk assessment and concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking and are not likely to have a material adverse effect on the Company.

*Independent Compensation* *Committee*		Each member of the Compensation Committee is independent as defined in the corporate governance listing standards of the NYSE and our Director independence standards.

*Outside Compensation Consultant*		The Compensation Committee utilizes the services of Semler Brossy, an independent compensation consultant, which performs services solely in support of the Compensation Committee.

*No Hedging Policy*		We have a “no hedging” policy that prohibits Directors, executive officers, and employees from engaging in hedging transactions in our common shares or from purchasing our common shares “on margin.”

*No Pledging Policy*		We have a “no pledging” policy that prohibits Directors, executive officers, and employees from pledging any common shares as collateral for a margin loan or otherwise.

*Use of Tally Sheets*		The Compensation Committee annually reviews a tally sheet for each Named Executive Officer to inform total compensation decisions.

*Double Trigger Change in Control Provision in Long-Term Incentive Award Agreements*		Beginning with long-term incentive awards made in June 2022 for fiscal year 2023, our incentive award agreements include a double-trigger change in control provision, pursuant to which such awards will immediately vest if we have a change in control and the participant’s employment is terminated or the participant resigns for good reason.

*Changes to Short-Term* *Incentive Award Metrics*		For fiscal year 2022, the Compensation Committee approved the use of net sales as an absolute metric for the short-term incentive compensation program to incentivize top-line performance, a critical driver of growth for our business. All executive officers, including the Named Executive Officers, had annual cash incentive awards based on the achievement of our annual performance targets for adjusted operating income and net sales, as well as ESG objectives, in replacement of the prior performance target based solely on adjusted operating income with a net sales modifier that was introduced in fiscal year 2021.



Components		Description

*Cash*		• Annual base salary; • Annual holiday bonus equal to 2% of annual base salary, which is provided to all of our salaried and hourly non-represented employees; • Short-term incentive compensation program, in the form of a potential annual cash award (“Cash Incentive Award”), which provides participants the opportunity, subject to meeting specified goals, to earn an annual cash bonus; and • Periodically, executives are awarded additional cash awards for extenuating circumstances.

*Equity*		• Our long-term incentive compensation program provides participants the opportunity to earn two separate long-term incentive equity awards, consisting of performance units that will vest at the end of three years subject to meeting specified three-year performance goals and stock options that will ratably vest in equal tranches over such three-year period; • In order to promote the retention of elected officers and align the compensation of elected officers with our long-term success, the Compensation Committee awards newly elected officers 2,000 shares of restricted stock upon election. Such awards cliff vest five years from the grant date but would be accelerated in the event of a change in control or the death or permanent disability of the elected officer; and • Periodically, and under very particular circumstances, executives are granted additional equity awards in the form of performance or time-based options or restricted stock.

*Health and* *Retirement* *Benefits*		• Participation in health and welfare plans upon substantially the same terms as available to most of our other salaried employees; • Participation in qualified and nonqualified retirement plans (such as a 401(k) plan and The J. M. Smucker Company Restoration Plan (the “Restoration Plan”)) upon substantially the same terms as available to most of our other similarly situated employees; • Participation in one of two executive retirement plans, both of which have been closed to new participants (one of which was frozen for current participants on December 31, 2017); and • Periodic physical examinations upon the same terms as available to all of our employees at or above the Senior Director level.

*Other Benefits*		• The right for executive officers to defer part of their salary or cash bonus under a non-qualified, voluntary, deferred compensation plan; and • Selected perquisites for certain executive officers, such as use of our aircraft (primarily by the Executive Chairman and the Chief Executive Officer for fiscal year 2022 and by the Chief Executive Officer for fiscal year 2023), financial and tax planning assistance, tickets to entertainment events, an additional $2,500 in charitable matching gifts under our matching gift program, and a nominal flexible perquisite intended to be used for health, wellness, social, or travel club dues and expenses.


Campbell Soup Company		Ingredion Incorporated
Church & Dwight Co., Inc.		Kellogg Company
The Clorox Company		Keurig Dr Pepper Inc.
Colgate-Palmolive Company		The Kraft Heinz Company
Conagra Brands, Inc.		McCormick & Company, Incorporated
Flowers Foods, Inc.		Post Holdings, Inc.
General Mills, Inc.		Spectrum Brands Holdings, Inc.
The Hershey Company		TreeHouse Foods, Inc.
Hormel Foods Corporation


Ranges	Net Sales Performance Level Achieved	AOI Performance Level Achieved	ESG Performance Level Achieved⁽¹⁾	Percentage of Target Award Earned
Below Threshold	<98%	<80%	0%	0%
Threshold	98%	80%	—	25%
Target	100%	100%	100%	100%
Maximum	103%	110%	—	200%



Ranges	Performance Level Achieved (Adjusted Operating Income) (in Millions)	Performance Level Achieved (Net Sales) (in Millions)	Percentage of Cash Incentive Award Opportunity Earned

Below Threshold	Below $1,173.3 (80% of Target)	Below $7,619.3 (98% of Target)	0%

Threshold	$1,173.3 (80% of Target)	$7,619.3 (98% of Target)	25%

Target	$1,466.6	$7,774.8	100%

Maximum	$1,613.3 (110% of Target)	$8,008.0 (103%)	200%


Ranges	Achievement of Target Performance	Percentage of Target Award Earned
Below Threshold	<90%	0%
Threshold	90%	50%
Target	100%	100%
Maximum	115%	200%



Plan Name		Components

*401(k) Plan*		• Is the primary Company-provided retirement plan for certain eligible employees, providing a 150% match on employees’ contributions on the first 2% of eligible earnings and 100% on contributions on the next 4% of eligible earnings (i.e., a maximum Company match of 7% of eligible earnings) • Both employee eligible earnings and employee contributions are subject to federal tax limitations
*Qualified Pension* *Plan*		• Provides a pension benefit based upon years of service with the Company and upon final average pay (average base salary compensation for the five most highly compensated consecutive years of employment) • Benefits under the Qualified Pension Plan are 1% of final average earnings times the participant’s years of service with the Company • Employees under the age of 40 as of December 31, 2007 will not earn future additional benefits under the Qualified Pension Plan, but employees age 40 and over as of December 31, 2007 will continue to earn future benefits • Closed to new participants on December 31, 2007 • Effective December 31, 2017, benefits under the Qualified Pension Plan were frozen for all participants, including executive officers
*SERP*		• In addition to retirement benefits under the Qualified Pension Plan and 401(k) Plan, Mark T. Smucker and Richard K. Smucker also participate in the SERP, entitling them to certain supplemental benefits upon their retirement • Benefits are based upon years of service and are 55% (reduced for years of service less than 25) of the average of base salary, holiday bonus, and Cash Incentive Award for the five most highly compensated, consecutive years of employment, less any benefits received under the Qualified Pension Plan and Social Security • Closed to new participants on May 1, 2008
*Restoration Plan*		• Became effective on May 1, 2012 and provides a benefit for certain executive officers not participating in the SERP or, prior to January 1, 2018, the New SERP • Restores contributions that would have been received under the 401(k) Plan but are not permitted due to federal tax limitations • Participants are entitled to contribute between 0% and 50% of their eligible pay over the qualified plan compensation limit and are entitled to receive a 401(k)-type match on contributions (i.e., a maximum Company match of 7% of pay over the compensation limit) • All U.S.-based employees, including the Named Executive Officers, not participating in the SERP are eligible to participate in the Restoration Plan



Plan Name		Components
*Deferred* *Compensation Plan*		• U.S.-based executive officers who are not eligible to participate in the Restoration Plan may elect to defer up to 50% of salary and up to 100% of the Cash Incentive Award in the Deferred Compensation Plan • The amounts deferred are credited to notional accounts selected by the executive officer that mirror the investment alternatives available in the 401(k) Plan. At the time a deferral election is made, participants elect to receive payout of the deferred amounts upon termination of employment in the form of a lump sum or equal annual installments ranging from two to 10 years • The SERP, the New SERP, the Restoration Plan, and the Deferred Compensation Plan are non-qualified deferred compensation plans and, as such, are subject to the rules of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which restrict the timing of distributions


(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

Name and Principal Position (1)	Fiscal Year		Salary ($)		Bonus ($) (2)		Stock Awards ($) (3)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($) (5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (6)		All Other Compensation ($) (7)		Total ($)

Mark T. Smucker President and Chief Executive Officer		2022 2021 2020		1,100,385 1,042,500 1,004,616		22,100 44,000 20,200		4,143,838 3,598,208 3,333,129		1,381,245 1,199,375 1,111,000		1,748,110 2,859,500 1,295,325		— 3,626,179 3,898,568		115,961 80,675 66,123		8,511,639 12,450,437 10,728,961

Tucker H. Marshall Chief Financial Officer		2022 2021		591,154 568,308		11,900 11,400		1,004,064 940,550		334,676 313,500		537,880 812,250		— —		111,413 67,588		2,591,087 2,713,596

John P. Brase Chief Operating Officer		2022 2021 2020		709,308 700,000 26,923		14,220 10,060 400,000		1,599,758 1,575,050 3,660,475		533,245 525,000 —		803,430 1,330,000 32,705		— — —		191,163 128,855 33,885		3,851,124 4,268,965 4,153,988

Jeannette L. Knudsen Chief Legal and Compliance Officer and Secretary		2022 2021 2020		552,385 519,500 510,154		11,140 15,740 10,240		939,941 691,253 676,186		313,317 230,400 211,200		503,528 750,975 340,480		— — 14,175		130,833 83,530 72,940		2,451,144 2,291,398 1,835,375

Richard K. Smucker Executive Chairman		2022 2021 2020		623,077 750,000 750,000		12,000 15,000 15,000		900,113 1,125,086 1,125,232		299,998 375,000 375,000		678,000 1,425,000 712,500		— 209,158 1,493,288		127,019 113,781 126,166		2,640,207 4,013,025 4,597,186



Name	Use of Aircraft		Flexible Perquisite		Financial and Tax Planning Assistance		Executive Physical		Employer Matching Funds under 401(k) Plan		Company Contributions to Deferred Compensation Accounts		Charitable Matching Gifts under Gift Matching Program

Mark T. Smucker	$	82,111	$	10,000		—		—		21,350		—	$	2,500

Tucker H. Marshall	$	2,342	$	10,000		—		—		20,838		78,233		—

John P. Brase	$	18,915	$	10,000	$	10,000	$	1,001		20,537		123,210	$	7,500

Jeannette L. Knudsen	$	15,918	$	10,000		5,400		—		20,946		71,069	$	7,500

Richard K. Smucker	$	72,449	$	10,000	$	20,000		—		17,069		—	$	7,500



			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Possible Payouts Under Equity Incentive Plan Awards (2)						(j) All Other Stock Awards: Number of Shares of Stock (#)		(k) All Other Option Awards: Number of Securities Underlying options (#)(3)		(l) Exercise or Base Price of Option Awards ($/SH)		(m) Grant Date Fair Value of Stock and Option Awards ($) (4)
(a)	(b)	(c)	(d)		(e)		(f)		(g)		(h)		(i)
Name	Grant Date	Award Type	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)

Mark T. Smucker	—	Cash		386,750		1,547,000		2,939,300		—		—		—		—		—		—		—

	6/15/2021	Performance Units		—		—		—		15,607		31,213		62,426		—		—		—		4,143,838

	6/15/2021	Options		—		—		—		—		—		—		—		61,498		135.53		1,381,245

Tucker H. Marshall	—	Cash		119,000		476,000		904,400		—		—		—		—		—		—		—

	6/15/2021	Performance Units		—		—		—		3,782		7,563		15,126		—		—		—		1,004,064

	6/15/2021	Options		—		—		—		—		—		—		—		14,901		135.53		334,676

John P. Brase	—	Cash		177,750		711,000		1,350,900		—		—		—		—		—		—		—

	6/15/2021	Performance Units		—		—		—		6,025		12,050		24,100		—		—		—		1,599,758

	6/15/2021	Options		—		—		—		—		—		—		—		23,742		135.53		533,245

Jeannette L. Knudsen	—	Cash		111,400		445,600		846,640		—		—		—		—		—		—		—

	6/15/2021	Performance Units		—		—		—		3,540		7,080		14,160		—		—		—		939,941

	6/15/2021	Options		—		—		—		—		—		—		—		13,950		135.53		313,317

Richard K. Smucker	—	Cash		150,000		600,000		1,140,000		—		—		—		—		—		—		—

	6/15/2021	Performance Units		—		—		—		3,390		6,780		13,560		—		—		—		900,113

	6/15/2021	Options		—		—		—		—		—		—		—		13,357		135.53		299,998


	Option Awards										Stock Awards
	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
(a) Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#) (1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (2) (3)		Market Value of Shares or Units of Stock That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (6)

Mark T. Smucker		30,000		—		—	$	111.86		3/19/2025		—		—		89,308		12,228,944
		40,410		20,201		—	$	123.68		6/13/2029		65,984		9,035,189		—		—
		28,280		56,541		—	$	108.90		6/17/2030		—		—		—		—
		—		61,498		—	$	135.53		6/15/2031		—		—		—		—

Tucker H. Marshall		4,993		2,496		—	$	103.20		12/30/2029		—		—		18,339		2,511,159
		7,392		14,779		—	$	108.90		6/17/2030		3,818		522,799		—		—
		—		14,901		—	$	135.53		6/15/2031		—		—		—		—

John P. Brase		12,379		24,750		—	$	108.90		6/17/2030		—		—		25,621		3,508,284
		—		23,742		—	$	135.53		6/15/2031		32,500		4,450,225		—		—

Jeannette L. Knudsen		10,000		—		—	$	111.86		3/19/2025		—		—		18,187		2,490,346
		7,682		3,840		—	$	123.68		6/13/2029		16,643		2,278,926		—		—
		5,433		10,861		—	$	108.90		6/17/2030		—		—		—		—
		—		13,950		—	$	135.53		6/15/2031		—		—		—		—

Richard K. Smucker		62,500		—		—	$	111.86		3/19/2025		—		—		25,620		3,508,147
		13,640		6,818		—	$	123.68		6/13/2029		—		—		—		—
		8,843		17,678		—	$	108.90		6/17/2030		—		—		—		—
		—		13,357		—	$	135.53		6/15/2031		—		—		—		—



Name	6/13/2022		6/15/2022		6/17/2022		12/30/2022		6/15/2023		6/17/2023		6/15/2024

Mark T. Smucker		20,201		20,504		28,271		—		20,497		28,270		20,497

Tucker H. Marshall		—		4,968		7,390		2,496		4,967		7,389		4,966

John P. Brase		—		7,916		12,375		—		7,913		12,375		7,913

Jeannette L. Knudsen		3,840		4,651		5,431		—		4,650		5,430		4,649

Richard K. Smucker		6,818		4,454		8,839		—		4,452		8,839		4,451



Name	6/13/2022		6/14/2022		4/14/2023		6/13/2023		9/27/2023		12/30/2024		9/1/2026		1/27/2028

Mark T. Smucker		—		34,986		—		30,998		—		—		—		—

Tucker H. Marshall		63		1,073		—		682		1,000		1,000		—		—

John P. Brase		—		—		25,000		—		—		—		—		7,500

Jeannette L. Knudsen		—		6,887		—		6,056		—		—		3,700		—

Richard K. Smucker		—		—		—		—		—		—		—


(a)	(b)	(c)	(d)			(e)
Name	Executive Contributions in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings (Loss) in Last Fiscal Year ($) (1)			Aggregate Balance at Last Fiscal Year End ($)

Mark T. Smucker	—	—		—			—

Tucker H. Marshall Restoration Plan (2)	$ 89,409	$ 78,233	$	(36,411	)	$	362,820
John P. Brase Restoration Plan (2)	$176,014	$123,210	$	(43,403	)	$	397,890

Jeannette L. Knudsen Restoration Plan (2) New SERP (3)	$ 60,916 —	$ 71,069 —	$ $	(40,304 (71,387	) )	$ $	410,715 761,963

Richard K. Smucker Deferred Compensation Plan Vested but Unreleased Shares	— —	— —	$	(578,045 —	)	$ $	8,162,274 1,732,986	(4) (5)



	Voluntary ($)(1)		Death ($)		Involuntary for Cause ($)		Involuntary w/o Cause ($)		Change in Control ($)
Mark T. Smucker
Severance (2)		—		—		—		1,123,000		5,304,000
Medical & Outplacement Benefits		—		—		—		—		52,000
Cash Incentive Award		—		1,748,110		—		1,748,110		1,748,110
Value of Restricted Shares (3)		—		9,035,189		—		9,035,189		9,035,189
Value of Performance Units (4)		—		7,964,533		—		7,964,533		12,228,944
Value of Options (5)		—		1,938,605		—		—		1,938,605
Retirement Benefits (6)		13,597,771		6,799,246		13,597,771		13,597,771		13,597,771

TOTAL		13,597,771		27,485,683		13,597,771		33,468,603		43,904,619
Tucker H. Marshall
Severance (2)		—		—		—		613,000		2,142,000
Medical & Outplacement Benefits		—		—		—		—		52,000
Cash Incentive Award		—		537,880		—		537,880		537,880
Value of Restricted Shares (3)		—		522,799		—		522,799		522,799
Value of Performance Units (4)		—		1,450,865		—		1,450,865		2,511,159
Value of Options (5)		—		468,189		—		—		468,189
Retirement Benefits (6)		—		—		—		—		—

TOTAL		—		2,979,733		—		3,124,544		6,234,027



	Voluntary ($)(1)		Death ($)		Involuntary for Cause ($)		Involuntary w/o Cause ($)		Change in Control ($)
John P. Brase
Severance (2)		—		—		—		729,000		2,844,000
Medical & Outplacement Benefits		—		—		—		—		52,000
Cash Incentive Award		—		803,430		—		803,430		803,430
Value of Restricted Shares (3)		—		4,450,225		—		4,450,225		4,450,225
Value of Performance Units (4)		—		1,788,854		—		1,788,854		3,508,284
Value of Options (5)		—		726,981		—		—		726,981
Retirement Benefits (6)		—		—		—		—		—

TOTAL		—		7,769,490		—		7,771,509		12,384,920
Jeannette L. Knudsen
Severance (2)		—		—		—		569,000		2,005,200
Medical & Outplacement Benefits		—		—		—		—		43,000
Cash Incentive Award		—		503,528		—		503,528		503,528
Value of Restricted Shares (3)		—		2,278,926		—		2,278,926		2,278,926
Value of Performance Units (4)		—		1,572,185		—		1,572,185		2,490,346
Value of Options (5)		—		374,844		—		—		374,844
Retirement Benefits (6)		46,817		19,580		46,817		46,817		46,817

TOTAL		46,817		4,749,063		46,817		4,970,456		7,742,661
Richard K. Smucker
Severance (2)		—		—		—		612,000		2,400,000
Medical & Outplacement Benefits		—		—		—		—		43,000
Cash Incentive Award		678,000		678,000		—		678,000		678,000
Value of Restricted Shares (3)		—		—		—		—		—
Value of Performance Units (4)		2,579,761		2,446,757		—		2,446,757		3,508,147
Value of Options (5)		604,553		604,553		—		—		604,553
Retirement Benefits (6)		11,478,645		9,694,470		11,478,645		11,478,645		11,478,645
Retirement Health Benefits (7)		69,681		69,681		69,681		69,681		69,681

TOTAL		15,410,640		13,493,461		11,548,326		15,285,083		18,782,026