DEF 14A of Mccormick & Co Inc, Feb 13, 2025

DEF 14A of Mccormick & Co Inc

Filed Feb 13, 2025 · FY20240000063754-25-000016

Open on EDGAR

  1. McCORMICK & COMPANY, INCORPORATED

    McCORMICK & COMPANY, INCORPORATED (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  2. McCORMICK & COMPANY, INCORPORATED

    | 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 |

  3. McCORMICK & COMPANY, INCORPORATED

    | Brendan M. Foley Chairman, President and Chief Executive Officer February 13, 2025 “McCormick is flavor. It is our history, and it is our future. We are building on a strong foundation and are well positioned to drive continued success and build stockholder value with our proven strategies and growth initiatives.” | I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders to be held on Wednesday, March 26, 2025 at 10:00 a.m. Eastern Time, which will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. Prior to the meeting, I encourage you to review the Company’s Annual Report to Stockholders for the 2024 fiscal year. At McCormick, we envision a world united by flavor where healthy, sustainable, and delicious go hand in hand. We are committed to driving top tier financial results while doing what’s right for people, communities, and the planet. With our overarching focus on growth, performance, and people, we are confident we will continue to build long-term stockholder value. •Growth – McCormick is a global leader in flavor. We do not compete for calories, we flavor them. As the demand for flavor is strong, our opportunities grow no matter where calories shift, representing a point of differentiation from our peers. We are intentionally focused in great categories across both of our segments, and are uniquely positioned to leverage the scale, insights, and technology from both of our segments as well as our culinary heritage to drive meaningful, sustainable growth. •Performance – 2024 was an important year for McCormick, in which we built momentum and strengthened our leadership and differentiation, returning to quality volume-led growth. Our strategic investments in core categories enabled us to drive positive volume growth, expand our margins, and deliver robust earnings growth. At the end of 2024, our Board of Directors authorized a 7.1% increase in the quarterly dividend continuing our long history of returning cash to stockholders. •People – Our high-performance, people-first culture is rooted in our shared values, where mutual respect, collaboration, and variety of experience enable us to tackle challenges, spot opportunities, and execute with confidence and agility. It is the dedication of our employees around the world whose passion and commitment continue to fuel our momentum into 2025. McCormick’s Board of Directors and leadership team continue to direct our strategy and set our course for growth. We are pleased that Valarie Sheppard, the former Executive Vice President, Controller and Treasurer of The Procter & Gamble Company joined our Board of Directors in 2024. Lawrence Kurzius and Patricia Little will be retiring from our Board as of the Annual Meeting. Patricia has served as a director since 2010, and we sincerely appreciate her contributions and service. Lawrence is our former President and Chief Executive Officer, and most recently Executive Chairman of the Board. We thank Lawrence for his long and significant contributions to the Company. Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote your shares via the internet, by telephone, or, for stockholders who have requested to receive paper copies of the proxy materials, by signing and returning the proxy card so that your shares are represented at the meeting. Thank you for your continued confidence in our Company. We look forward to your participation at the meeting. |

  4. McCORMICK & COMPANY, INCORPORATED

    Best regards,

  5. Director Highlights

    Director Highlights The following charts summarize the strategic skills and core competencies that the Board considers valuable to effective governance and successful oversight of our corporate strategy and illustrates how the director nominees individually and collectively represent these key skills and competencies. The lack of an indicator for a particular item does not mean that the director does not possess that skill or competency; rather, the indicators represent that the item is a core skill or competency of that director. The charts also provide the personal attributes of the director nominees.

  6. Director Highlights

    | Director Highlights |

  7. Director Highlights

    | 13 Directors | | 11 Independent | | 6 New Directors since 2015 | | 38% Female Directors | | 64 Average Age | | 9 Years Average Tenure |

  8. Director Highlights

    | | | ANNE L. BRAMMAN INDEPENDENT Age: 57 Director since 2020 Committees: | | MICHAEL A. CONWAY INDEPENDENT Age: 58 Director since 2015 Committees: n | | | BRENDAN M. FOLEY CHAIRMAN Age: 59 Director since 2023 Committees: None | | | | MICHAEL D. MANGAN INDEPENDENT Age: 68 Director since 2007 Committees: n n | | MARITZA G. MONTIEL INDEPENDENT Age: 73 Director since 2015 Committees: n | | | MARGARET M.V. PRESTON INDEPENDENT Age: 67 Director since 2003 Committees: | | | | GARY M. RODKIN INDEPENDENT Age: 72 Director since 2017 Committees: n | | VALARIE L. SHEPPARD INDEPENDENT Age: 61 Director since 2024 Committees: n | | | JACQUES TAPIERO INDEPENDENT Age: 66 Director since 2012 Committees: n | | | | TERRY S. THOMAS INDEPENDENT Age: 55 Director since 2024 Committees: n | | W. ANTHONY VERNON INDEPENDENT Age: 68 Director since 2017 Committees: | | | | | | | | | | | Retiring from our Board as of our Annual Shareholders Meeting on March 26, 2025 | | | | | LAWRENCE E. KURZIUS Age: 66 Director since 2015 Committees: None | | PATRICIA LITTLE INDEPENDENT Age: 64 Director since 2010 Committees: n | | | | | | | | | | | | |

  9. Director Highlights

    | | Lead Director | | Chair | n | Audit | n | Compensation and Human Capital | n | Nominating and Corporate Governance |

  10. Director Highlights

    | Independence | | 84% In 2025 |

  11. Director Highlights

    | Tenure in Years | | | | | | | | 0-5 | 6-10 | 11+ |

  12. Director Highlights

    | Age | | | | 4 | 2 | 7 | | 50-59 | 60-64 | 65+ |

  13. Director Highlights

    | ii | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  14. Director Highlights

    | Director Experience |

  15. Director Highlights

    | Senior executive experience (e.g., CEO, COO, CFO) at a publicly traded multinational company | | | | 11 | | Consumer marketing experience, or a particular knowledge of the food industry | | | | 8 | | General management experience in international operations | | | | 13 |

  16. Director Highlights

    | Strategic leadership at a large, complex organization | | | | 13 | | High level of financial literacy | | | | 13 | | Governmental experience; regulatory expertise | | | | 5 |

  17. Director Highlights

    | Merger, acquisition and/or joint venture expertise | | | | 12 | | Experience in aligning compensation with organizational strategy and performance | | | | 12 | | Experience with enterprise risk management programs, including financial, operational, cybersecurity and/or ESG risks | | | | 13 |

  18. Director Highlights

    | Board of Director Characteristics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Demographics | | | | | | | | | | | | | | | Race/Ethnicity and National Origin | | | | | | | | | | | | | | | African American | n | n | n | n | n | n | n | n | n | n | n | n | n | | Asian / Pacific Islander | n | n | n | n | n | n | n | n | n | n | n | n | n | | White / Caucasian | n | n | n | n | n | n | n | n | n | n | n | n | n | | Hispanic / Latino | n | n | n | n | n | n | n | n | n | n | n | n | n | | Native American | n | n | n | n | n | n | n | n | n | n | n | n | n | | Non-U.S. National Origin | n | n | n | n | n | n | n | n | n | n | n | n | n | | Gender | | | | | | | | | | | | | | | Male | n | n | n | n | n | n | n | n | n | n | n | n | n | | Female | n | n | n | n | n | n | n | n | n | n | n | n | n | | Board Tenure | | | | | | | | | | | | | | | Years | 4 | 9 | 1 | 9 | 14 | 17 | 9 | 21 | 7 | 1 | 12 | 1 | 7 |

  19. Director Highlights

    | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement | iii |

  20. Summary of Skills of Director Nominees

    Summary of Skills of Director Nominees

  21. Summary of Skills of Director Nominees

    | | | | | | | | | | | | | | Senior executive experience (e.g., CEO, COO, CFO) at a publicly traded multinational company | • | • | • | • | | • | • | • | • | • | • | | Consumer marketing experience, or a particular knowledge of the food industry | | • | • | • | | | • | | | • | • | | General management experience in international operations | • | • | • | • | • | • | • | • | • | • | • | | Strategic leadership at a large, complex organization | • | • | • | • | • | • | • | • | • | • | • | | High level of financial literacy | • | • | • | • | • | • | • | • | • | • | • | | Governmental experience; regulatory expertise | | | | • | • | | • | | • | | • | | Merger, acquisition and/or joint venture expertise | • | | • | • | • | • | • | • | • | • | • | | Experience in aligning compensation with organizational strategy and performance | • | • | • | • | • | • | • | • | • | • | • | | Experience with enterprise risk management programs, including financial, operational, cybersecurity and/or ESG risks | • | • | • | • | • | • | • | • | • | • | • |

  22. Summary of Skills of Director Nominees

    | 10 | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  23. Director Skills Narrative

    Director Skills Narrative

  24. Director Skills Narrative

    | ANNE L. BRAMMAN | | | | Age 57 Director since: 2020 Independent Committees: •Audit (Chair) | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Experience in International Operations | •Merger, Acquisition and/or Joint Venture Expertise •Executive Experience at Publicly Traded Company | | | Other Public Company Directorships: •None | Other Public Company Directorships Held during the Past 5 Years: •None | | | Ms. Bramman’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) strategic leadership at a large, complex organization, (iii) a high level of financial literacy, and (iv) experience in mergers and acquisitions. Ms. Bramman's most recent position was as Chief Financial and Growth Officer of Circana, Inc., a position she held until August 2024. Previously, she served as a senior advisor for Boston Consulting Group from January 2023 to June 2023 and as Chief Financial Officer for Nordstrom, Inc. until her departure from Nordstrom in December 2022. Prior to Nordstrom, she served as Senior Vice President and Chief Financial Officer for Avery Dennison Corporation, from 2015 until she joined Nordstrom in 2017, responsible for financial strategy and operations, including the audit, financial reporting, investor relations, planning and analysis, information technology, tax and treasury functions. Prior to joining Avery Dennison, she worked at Carnival Cruise Line, the largest division of Carnival Corporation, from 2010 to 2015, serving as Senior Vice President and Chief Financial Officer responsible for all financial and accounting functions, as well as shoreside human resources and information technology. Prior to joining Carnival, she spent six years at L Brands, Inc. serving in various senior finance roles, including as Vice President & Assistant Treasurer - Mergers, Acquisitions and Capital Markets before assuming the position of Senior Vice President and Chief Financial Officer of Henri Bendel, a subsidiary of L Brands, Inc., in 2008. The McCormick Board of Directors has determined that Ms. Bramman is an "audit committee financial expert" under the rules of the SEC. | |

  25. Director Skills Narrative

    | MICHAEL A. CONWAY | | | | Age 58 Director since: 2015 Independent Committees: •Nominating and Corporate Governance | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Consumer Marketing Experience | •Management Experience in International Operations •Executive Experience at Publicly Traded Company | | | Other Public Company Directorships: •None | Other Public Company Directorships Held during the Past 5 Years: •None | | | Mr. Conway’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) general management experience in international operations, and (iv) as a senior executive responsible for a global consumer packaged foods business, a particular knowledge of the business, markets and customers in which McCormick operates. Mr. Conway is the former Chief Executive Officer of Starbucks North America, a position he held until his retirement in November 2024. Previously, he served in a variety of executive roles at Starbucks Corporation, which is a publicly traded multinational company, including Group President, International and Channel Development from 2021 to April 2024, Executive Vice President and President, International Licensed Markets from 2020 to 2021, Executive Vice President and President, Canada from 2018 to 2020, President, Licensed Stores, U.S. and Latin America from 2016 to 2018 and President, Global Channel Development from 2013 to 2016 responsible for all commercial and business strategy functions and expanding into emerging international markets. Prior to joining Starbucks, he worked at Johnson & Johnson from 2004 to 2013, serving as worldwide President of McNeil Nutritional, a division of Johnson & Johnson from 2010 to 2013; and worked at the Campbell Soup Company from 1994 to 2004, serving as Vice President for the Adult Simple Meals Division of the Campbell Soup Company from 2003 to 2004. | |

  26. Director Skills Narrative

    | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement | 11 |

  27. Director Skills Narrative

    | BRENDAN M. FOLEY | | | | Age 59 Director since: 2023 Committees: •None | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Knowledge of the Food Industry | •Merger, Acquisition and/or Joint Venture Expertise •Management Experience in International Operations | | | Other Public Company Directorships: •None | Other Public Company Directorships Held during the Past 5 Years: •None | | | Mr. Foley’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) general management experience in international operations, and (v) strategic leadership of a large, complex organization. Mr. Foley currently serves as our Chairman, President, and Chief Executive Officer (since January 2025). His prior roles with McCormick have been: President and Chief Executive Officer (September 2023 to December 2024); Chief Operating Officer and President (2022 to 2023); President, Global Consumer, Americas & Asia (2020 to 2022); President, Global Consumer and Americas (2017 to 2020); President, Global Consumer and North America (2016 to 2017); President, North America (2015 to 2016); President, U.S. Consumer Foods Division (2014 to 2015). Prior to joining the Company, Mr. Foley served as President, North American Zone (2013 to 2014); President, U.S. Consumer Products (2012 to 2013); and President, U.S. Food Service (2008 to 2012) with the H.J. Heinz Co. In his present role, Mr. Foley is responsible for the strategic leadership of the Company. He has extensive knowledge of consumer goods marketing in general, with a specific knowledge of the business, markets, and customers within the food industry in particular, and has hands-on experience in directing the day-to-day operations of our large, multi-faceted, consumer and flavor solutions foods business. | |

  28. Director Skills Narrative

    | MICHAEL D. MANGAN | | | | Age 68 Director since: 2007 Independent Lead Director Committees: •Compensation and Human Capital •Nominating and Corporate Governance | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Consumer Marketing Experience | •Executive Experience at a Publicly Traded Company •Management Experience in International Operations | | | Other Public Company Directorships: •None | Other Public Company Directorships Held during the Past 5 Years: •Nutrisystem, Inc. | | | Mr. Mangan’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a high level of financial literacy, and (iv) general management experience in international operations. Mr. Mangan served as the President of the Worldwide Power Tools and Accessories (WPTA) group of The Black & Decker Corporation until its acquisition in 2010 by The Stanley Works. In that role he provided strategic leadership of the WPTA group, and had oversight over the consumer marketing activities of that group in the international consumer marketplace. Service as President of the WPTA group, and past service as the Chief Financial Officer of The Black & Decker Corporation, broadened Mr. Mangan’s international experience and provided an in-depth understanding of the company’s key international markets. Service as the Chief Financial Officer of the Black & Decker Corporation, and prior service as the Executive Vice President & Chief Financial Officer of The Ryland Group, Inc., included responsibilities for overseeing the performance of those companies’ public accountants in the preparation, auditing and evaluation of financial statements, business planning, corporate finance and investments, internal controls, and information systems. | |

  29. Director Skills Narrative

    | 12 | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  30. Director Skills Narrative

    | MARITZA G. MONTIEL | | | | Age 73 Director since: 2015 Independent Committees: •Audit | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Experience in International Operations | •Governmental Experience and Regulatory Expertise •Merger, Acquisition and/or Joint Venture Expertise | | | Other Public Company Directorships: •Royal Caribbean Cruises Ltd. | Other Public Company Directorships Held during the Past 5 Years: •AptarGroup, Inc. •Royal Caribbean Cruises Ltd. •Comcast Corporation | | | Ms. Montiel’s qualifications include (i) strategic leadership at a large, complex organization, (ii) governmental experience, (iii) a high level of financial literacy, and (iv) experience in developing effective governance and shared responsibility models. Ms. Montiel served for more than 40 years at Deloitte before retiring in June 2014. Her most recent position was as Deputy Chief Executive Officer and Vice Chairman of the firm’s U.S. business. As Deputy CEO, Ms. Montiel led a variety of strategic initiatives including the transformation of the Federal Government Services Practice. She was also a member of the Deloitte Global Board of Directors. Prior to her most recent role with Deloitte, Ms. Montiel served as Regional Managing Partner for the Southwest Region in which she led the organization through significant growth. Ms. Montiel was also the Managing Partner responsible for Leadership Development & Succession, as well as Deloitte University where she developed and implemented a strategic initiative aimed at transforming Deloitte’s professional development curriculum and training the next generation of leaders. The McCormick Board of Directors has determined that Ms. Montiel meets the standards of an “audit committee financial expert” under the rules of the SEC. Ms. Montiel currently serves on the board of Royal Caribbean Group (NYSE: RCL). | |

  31. Director Skills Narrative

    | MARGARET M.V. PRESTON | | | | Age 67 Director since: 2003 Independent Committees: •Nominating and Corporate Governance Committee (Chair) | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Experience in International Operations | •Merger, Acquisition and/or Joint Venture Expertise •Experience Aligning Compensation with Performance | | | Other Public Company Directorships: •Otis Worldwide Corporation | Other Public Company Directorships Held during the Past 5 Years: •Otis Worldwide Corporation | | | Ms. Preston’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) strategic leadership at a large, complex organization, (iii) a high level of financial literacy, and (iv) experience in mergers and acquisitions. Ms. Preston currently serves as a Managing Director at Cohen Klingenstein LLC since coming out of retirement to join the company in September 2021. Previously, she served as Managing Director of TD Bank Private Wealth Management, Global Chief Financial Officer of Deutsche Bank, Private Wealth Management, Global Chief Operating Officer of Deutsche Bank Asset Management, and Managing Director and Regional Executive of US Trust, Bank of America Private Wealth Management, which roles afforded her the opportunity to provide financial oversight, risk management, and strategic leadership and direction to those organizations, until her retirement in 2019. Prior to that, she served as Chief Operating Officer of the Investment Bank of BT Alex. Brown, and earlier as Treasurer and Investment Banking Managing Director at Alex. Brown & Sons Incorporated. Ms. Preston currently serves on the board of Otis Worldwide Corporation (NYSE: OTIS). | |

  32. Director Skills Narrative

    | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement | 13 |

  33. Director Skills Narrative

    | GARY M. RODKIN | | | | Age 72 Director since: 2017 Independent Committees: •Audit | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Consumer Marketing Experience | •Merger, Acquisition and/or Joint Venture Expertise •Executive Experience at Publicly Traded Company | | | Other Public Company Directorships: •Simon Property Group, Inc. | Other Public Company Directorships Held during the Past 5 Years: •Simon Property Group, Inc. | | | Mr. Rodkin’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) strategic leadership of a large, complex organization, and (v) experience in mergers and acquisitions. Mr. Rodkin is a seasoned and successful former Chief Executive Officer who has led major consumer products goods businesses and companies. Most recently, Mr. Rodkin served as the Chief Executive Officer of ConAgra Foods, Inc. from 2005 to 2015, where he transformed ConAgra from a holding company into one unified business with a balanced portfolio of consumer, commercial and private-brand businesses and strong operating capabilities. Prior to joining ConAgra, Mr. Rodkin served as Chairman and Chief Executive Officer of the Beverages and Food division at PepsiCo, Inc., where he was accountable for two lines of business, PepsiCo Beverages North America and Quaker Foods North America. Previously, Mr. Rodkin spent sixteen years with General Mills, Inc. in a variety of management roles. Mr. Rodkin currently serves on the board of Simon Property Group, Inc. (NYSE: SPG), an equity real estate investment trust, as well as on the non-profit boards of Feeding America, a hunger-relief charity, as Chairman, and as the Vice Chairman of the Board of Overseers for Rutgers University. Mr. Rodkin is a Fellow of Executive Education at Harvard Business School, and an Executive in Residence at Rutgers University. The McCormick Board of Directors has determined that Mr. Rodkin is an "audit committee financial expert" under the rules of the SEC. | |

  34. Director Skills Narrative

    | VALARIE L. SHEPPARD | | | | Age 61 Director since: 2024 Independent Committees: •Audit | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Management Experience in International Operations | •Merger, Acquisition and/or Joint Venture Expertise •Executive Experience at Publicly Traded Company | | | Other Public Company Directorships: •Ibotta Inc. | Other Public Company Directorships Held during the Past 5 Years: •Ibotta Inc. | | | Ms. Sheppard’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) strategic leadership at a large, complex organization, (iii) general management in international operations, (iv) experience in mergers and acquisitions, and (v) a high level of financial literacy. Ms. Sheppard has over 30 years of experience across a broad range of roles in accounting, treasury, and finance functions at both the corporate and operating levels. Ms. Sheppard most recently served as the Executive Vice President, Controller and Treasurer of the Procter & Gamble Company from 2019 to 2021. Prior to that Ms. Sheppard served as Senior Vice President, Comptroller and Treasurer (2013 to 2019), as well as various other senior finance roles in corporate and operating units in both the U.S. and foreign units, for the Procter & Gamble Company. Ms. Sheppard’s experience provides her with a high degree of financial knowledge and literacy and the McCormick Board of Directors has determined that Ms. Sheppard is an "audit committee financial expert" under the rules of the SEC. Ms. Sheppard has serviced on the board of directors of various companies and currently serves on the board of Ibotta Inc. (NYSE: IBTA). | |

  35. Director Skills Narrative

    | 14 | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  36. Director Skills Narrative

    | JACQUES TAPIERO | | | | Age 66 Director since: 2012 Independent Committees: •Compensation and Human Capital | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Experience in International Operations | •Executive Experience at Publicly Traded Company •Experience Aligning Compensation with Performance | | | Other Public Company Directorships: •None | Other Public Company Directorships Held during the Past 5 Years: •None | | | Mr. Tapiero’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) general management experience in international operations, and (iii) strategic leadership at a large, complex organization. Mr. Tapiero served as Senior Vice President and President, Emerging Markets of Eli Lilly and Company, the Indianapolis, Indiana-based global pharmaceutical company, from 2009 until his retirement from that company on January 31, 2014, after 31 years of service. He was also a member of the Executive Committee of Eli Lilly. The Emerging Markets Business Unit focused on many of the organization’s fastest growing markets, such as China, Russia, Brazil, Mexico, South Korea and Turkey, and Mr. Tapiero was responsible for Lilly’s business in more than 70 countries. Prior to becoming President, Emerging Markets, Mr. Tapiero held the position of President of the Intercontinental Region for Lilly, with operations in Asia, Australia, Africa, the Middle East, Canada, Latin America and Russia (2004 to 2009). He also served as President and General Manager of Lilly France (2000 to 2004); President and General Manager of Eli Lilly do Brasil Ltd (1995 to 1999); and Managing Director of Lilly Sweden (1993 to 1995). Mr. Tapiero joined Lilly in 1983 as a financial analyst, and held several financial management, sales and marketing management positions in the United States, Switzerland and France. Mr. Tapiero is the lead director of Esteve – Spain (a pharmaceuticals and contract manufacturing company). | |

  37. Director Skills Narrative

    | TERRY S. THOMAS | | | | Age 55 Director since: 2024 Independent Committees: •Audit | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Experience in International Operations | •Executive Experience at Publicly Traded Company •Consumer Marketing Experience | | | Other Public Company Directorships: •None | Other Public Company Directorships Held during the Past 5 Years: •Flowers Foods, Inc. | | | Mr. Thomas' qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the consumer packaged goods and food industries, (iv) strategic leadership of a large, complex organization, and (v) experience in mergers and acquisitions. Mr. Thomas has more than 30 years of domestic and global experience in the consumer packaged goods industry, spanning multiple channels and categories. He currently serves as the Chief Growth Officer of Flowers Foods, Inc. (NYSE: FLO), one of the largest manufacturers of packaged baked goods in North America. Mr. Thomas oversees a portfolio of brands across North America and leads numerous functions, including marketing, sales, revenue management, food service, research and development, innovation, e-commerce, corporate strategy, and mergers and acquisitions. Before his appointment as an executive officer at Flowers Foods, Inc., Mr. Thomas served on the board of directors from 2020 to 2023, where he was a member of the audit committee. Prior to Flowers Foods, Inc., Mr. Thomas worked at Unilever plc for 10 years (2013 to August 2023), holding various executive roles, including U.S. Chief Customer Officer and Senior Vice President of U.S. Grocery Channel, until his appointment as the Global Chief Customer Officer (Personal Care) in 2022. While working for Unilever plc, Mr. Thomas also served as a member of the Unilever Global Diversity and Inclusion board, where he played a significant role in setting the vision and implementing Unilever’s diversity agenda. | |

  38. Director Skills Narrative

    | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement | 15 |

  39. Director Skills Narrative

    | W . ANTHONY VERNON | | | | Age 68 Director since: 2017 Independent Committees: •Compensation and Human Capital (Chair) | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Knowledge of the Food Industry | •Executive Experience at Publicly Traded Company •Merger, Acquisition and/or Joint Venture Expertise | | | Other Public Company Directorships: •Nuvation Bio Inc. •Novocure Limited | Other Public Company Directorships Held during the Past 5 Years: •Intersect ENT, Inc. •Novocure Limited •Axovant Sciences, Inc. •Nuvation Bio Inc. | | | Mr. Vernon’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) strategic leadership of a large, complex organization, and (v) experience in mergers and acquisitions. Mr. Vernon is a seasoned and successful former Chief Executive Officer who has led major consumer products goods businesses and companies. Most recently, Mr. Vernon served as the Chief Executive Officer of the Kraft Foods Group from 2012 to 2014 and remained with the company as a Senior Advisor and Executive Director until April 2015. He was the first CEO of the newly formed company when Kraft Foods split its snack and grocery divisions into two independent public companies. Mr. Vernon also served as Executive Vice President of Kraft Foods and President of North America from 2009 to 2012. Prior to joining Kraft, Mr. Vernon served as Healthcare Industry Partner of Ripplewood Holdings LLC, a private equity firm. He also held several leadership roles at Johnson & Johnson where he spent 23 years of his career managing some of the company’s largest consumer brands including Tylenol, Motrin, Pepcid AC, Imodium and Splenda. Mr. Vernon also served as President of Centocor, a Johnson & Johnson biotechnology company. Mr. Vernon currently serves on the boards of Nuvation Bio Inc. and Novocure Limited. | |

  40. Director Skills Narrative

    | 16 | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  41. Director Skills Narrative

    Board Leadership

  42. Board of Directors

    Board of Directors The full Board and each Board Committee assesses the Company’s strategic direction and operational risks throughout the year. Each of our directors has, and leverages his/her experience with, enterprise risk management ("ERM") programs (through operations or via board/committee oversight), including strategic, financial, operational and commercial risks, as well as cybersecurity risk and/or ESG oversight. While the Board and each Board Committee oversees key risk areas, management is charged with the day-to-day management of risk. The Company has robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the Board. These processes include (i) a robust ERM program that is designed to identify and assess risks that may have a significant impact on the Company, (ii) regular internal risk management meetings, (iii) operating risk owners with accountability for risk management activities, (iv) codes of conduct, (v) a strong legal department and ethics and compliance program and (vi) a comprehensive internal and external audit process. The Board also encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations.

  43. Board of Directors

    | 20 | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  44. Board of Directors

    In addition, management regularly provides the Board with reviews of, and updates on, the strategic risk assessment and mitigation actions, which highlights key enterprise risks and major trends that may impact business functions and the Company’s overall risk profile, with recommendations for responsive action on enterprise risks. These plans and related risks are monitored throughout the year as part of the regular financial, operating and performance reports given to the Board and Board Committees by management. McCormick's Chief Risk Officer, who reports to the Company's CFO, works with Company personnel representing multiple functional and regional areas within the Company to provide broad oversight of the process and our enterprise risks. In addition to helping assess enterprise risk issues and major trends that may impact business functions, operating units, and the Company's overall risk profile, the strategic risk management process also entails (i) reviewing the Company's enterprise risk management framework, including risk identification and assessment, and recommending responsive actions on enterprise risk issues, as needed, which recommendations take into account the immediacy of the risk assessed; and (ii) discussing the quality of business processes and practices at the Company, and reviewing how the Company will achieve its objectives within the enterprise risk framework. Management and the Board and Board Committees also engage outside advisors where appropriate to assist in the identification, oversight, evaluation and management of the risks facing the Company. These outside advisors include the Company's independent registered public accounting firm, external legal counsel and insurance providers, and the independent executive and non-employee director compensation consultant retained by the CHCC. The Board believes that its current level of independence, leadership structure and qualifications and skills and experiences of its members facilitate the effective identification, oversight, evaluation and management of risk. The Lead Director meets regularly with the other independent directors without management to discuss current and potential risks and the means of mitigating those risks, and has the authority to direct and evaluate the Company's risk management efforts. Management and the Board and Board Committees view their respective risk management roles, and the collaboration amongst them in the identification, oversight, evaluation and management of risk, as paramount to the Company's short-term viability and long-term sustainability.

  45. Compensation of Directors*

    Compensation of Directors* The following table sets forth the compensation earned by the non-management directors for services rendered during the fiscal year ended November 30, 2024:

  46. Compensation of Directors*

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | Total ($) | | Anne L. Bramman | 100,000 | 100,034 | 70,012 | 270,046 | | Michael A. Conway | 100,000 | 100,034 | 70,012 | 270,046 | | Freeman A. Hrabowski, III(4) | 28,750 | — | — | 28,750 | | Patricia Little | 100,000 | 100,034 | 70,012 | 270,046 | | Michael D. Mangan | 130,000 | 100,034 | 70,012 | 300,046 | | Maritza G. Montiel | 125,000 | 100,034 | 70,012 | 295,046 | | Margaret M.V. Preston | 111,250 | 100,034 | 70,012 | 281,296 | | Gary M. Rodkin | 100,000 | 100,034 | 70,012 | 270,046 | | Valarie Sheppard | 50,000 | 25,005 | — | 75,005 | | Jacques Tapiero | 100,000 | 100,034 | 70,012 | 270,046 | | Terry S. Thomas | 75,000 | 125,082 | 70,012 | 270,094 | | W. Anthony Vernon | 120,000 | 100,034 | 70,012 | 290,046 |

  47. Compensation of Directors*

    * Lawrence E. Kurzius was the Executive Chairman of the Board of Directors during fiscal 2024. Mr. Kurzius’ compensation for fiscal 2024 is set forth below under “Compensation of Executive Officers.” Brendan M. Foley, Chairman, President and Chief Executive Officer, is a member of the Board of Directors and was also an executive officer of the Company during fiscal 2024. Mr. Foley's compensation for fiscal 2024 is set forth below under “Compensation of Executive Officers.” (1)Amounts shown include fees deferred at the election of the director, pursuant to the Company's Non-Qualified Retirement Savings Plan, as follows: Dr. Hrabowski – $26,250; Ms. Preston - $96,250; and Mr. Tapiero – $92,500. (2)Amounts shown represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for each director. Awards include grants of RSUs (Stock Awards) and options (Option Awards) under the 2022 Omnibus Incentive Plan, as amended (the "2022 Plan"). For a discussion of the assumptions used in determining these values, see Note 11 to our 2024 financial statements in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. (3)Amounts shown include RSUs granted in 2024 and deferred at the election of the following directors: Ms. Montiel - $100,034 and Ms. Preston - $100,034. (4)Dr. Hrabowski retired from the Board as of the Annual Meeting of Shareholders held on March 27, 2024.

  48. Narrative to the Director Compensation Tables

    Narrative to the Director Compensation Tables Directors who are employees of McCormick do not receive any fees for their service as a director. The cash components of non-management director compensation for fiscal 2024 were paid in equal quarterly installments and were comprised of: (i) an annual retainer of $100,000, with the first quarterly installment upon election to the Board paid in Common Stock and subsequent quarterly payments paid in cash; (ii) for a director who serves as the Lead Director an additional annual retainer of $30,000, (iii) for a director who serves as Chair of the Audit Committee an additional retainer of $25,000, (iv) for a director who serves as Chair of the CHCC, an additional annual retainer of $20,000; and (v) for a director who serves as Chair of the Nominating and Corporate Governance Committee an additional retainer of $15,000. In addition, in fiscal 2024, non-management directors received an annual option grant in whole shares of Common Stock approximating the value of $70,000 under the 2022 Omnibus Plan. The shares subject to these options vest in full on March 15 of the year following the year in which the grant date occurs, provided that the director continues to serve on the Board until such date. Non-management directors also received an annual RSU grant in whole shares approximating the value of $100,000. The RSUs vest in full on March 15 of the year following the year in which the grant date occurs, provided that the director continues to serve on the Board until such date. All outstanding stock options become fully exercisable and all outstanding RSUs vest in the event of disability or death of the participant, or a change in control of McCormick, while the director is serving on the Board. Directors are eligible to participate in the McCormick Non-Qualified Retirement Savings Plan. Pursuant to this plan, directors may elect to defer anywhere from 10% to 100% of their cash Board fees. McCormick makes no contributions to the Directors’ Non-Qualified Retirement Savings Plan accounts. For all plan participants, including directors, the deferred amounts are recorded in a notional deferred compensation account and change in value based upon the gains and losses of benchmark fund alternatives (one of which tracks the performance of McCormick stock) selected by the participant. Plan participants may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants subject to Section 16 of the Exchange Act). Director participants may elect the deferred amounts plus earnings to be distributed either six months following retirement from the Board or on an interim distribution date. Distributions upon retirement are paid in either a lump-sum or in 5-, 10-, 15- or 20-year installments, based on the director’s distribution election. Interim distributions are paid on a lump-sum basis and must occur at least four years from the date of the deferral election. If a director leaves the Board prior to the interim distribution date, then his or her plan balance will be paid as indicated in the retirement distribution election. Participants may make a change to their distribution election subject to the requirements of the plan and Section 409A of the Internal Revenue Code. Amounts deferred under the Non-Qualified Retirement Savings Plan are held in a “rabbi” trust and remain subject to the claims of McCormick’s creditors until they are paid. Prior to the grant of RSUs, directors may elect to defer receipt of the underlying Common Stock upon vesting. If the director so elects, the director will not receive voting rights or dividends on the Common Stock until the deferral period expires, which is a date specified by the director or six months after the director’s departure from the Board; provided however, beginning with RSU grants made in fiscal 2023, directors who elect to defer receipt of the underlying Common Stock will receive dividends upon vesting, but will still not receive voting rights until the deferral period expires. At the expiration of the deferral period, the director becomes the owner of the underlying Common Stock.

  49. Narrative to the Director Compensation Tables

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  50. PROPOSAL 1 Election of Directors

    PROPOSAL 1 Election of Directors The persons listed in the following table have been nominated by the Board for election as directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. All nominees currently serve as directors. Management has no reason to believe that any of the nominees will be unavailable for election. In the event a nominee is unable to serve on the Board, or will not serve for good cause, the proxy holders will have discretionary authority for the election of any person to the office of such nominee. Alternatively, the Board may elect to reduce the size of the Board. Mr. Kurzius and Ms. Little are not standing for re-election to the Board. The following table shows the names of all nominees, the principal occupation and business experience of each nominee during the last five years, and, as of the Record Date, the amount of Common Stock and Common Stock Non-Voting beneficially owned by each nominee, and the directors and executive officers of McCormick as a group, and the nature of such ownership. Except as shown in the table or footnotes, no nominee or executive officer beneficially owns more than 1% of either class of McCormick Common Stock.

  51. Required Vote of Stockholders

    Required Vote of Stockholders The affirmative vote of a majority of the votes cast by holders of the shares of Common Stock present in person or by proxy at a meeting at which a quorum is present is required for the election of each nominee. For purposes of this proposal, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director.

  52. Required Vote of Stockholders

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES LISTED BELOW. |

  53. Required Vote of Stockholders

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  54. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors

  55. Proposal 1 - Election of Directors

    | | | Amount and Nature of Beneficial Ownership(1) | | | Name | Principal Occupation & Business Experience | Common | Common Non-Voting | | Anne L. Bramman | Former Chief Financial & Growth Officer, Circana, Inc. (2023 to 2024); Senior Advisor, Boston Consulting Group (January 2023 to June 2023); Chief Financial Officer, Nordstrom, Inc. (2017 to 2022) | 18,883 | — | | | | 16,415(2) | —(2) | | Michael A. Conway | Retired Chief Executive Officer, Starbucks North America (April to Nov. 2024), Group President, International and Channel Development (2021 to April 2024), Executive Vice President & President, International Licensed Markets (2020 to 2021), Executive Vice President & President, Canada (2018 to 2020), President, Licensed Stores, U.S. and Latin America (2016 to 2018), Starbucks Corporation | 39,166 | — | | | | 23,880(2) | —(2) | | Brendan M. Foley | Chairman, President, and Chief Executive Officer (January 2025 to present), President and Chief Executive Officer (September 2023 to December 2024), Chief Operating Officer and President (2022 to 2023), President, Global Consumer, Americas & Asia (2020 to 2022), President, Global Consumer and Americas (2017 to 2020), McCormick & Company, Incorporated | 706,831 | 1,159 | | | | 597,771(2) | —(2) | | | | 4.4% | | | Michael D. Mangan | Retired Executive (2010 to present); President, Worldwide Power Tools and Accessories, The Black & Decker Corporation (2008 to 2010) | 81,132 | 4,234 | | | | 40,696(2) | —(2) | | Maritza G. Montiel | Retired Executive (2014 to present); Deputy Chief Executive Officer & Vice Chairman, Deloitte LLP (2011 to 2014) | 29,474 | 5,000 | | | | 28,430(2) | —(2) | | Margaret M.V. Preston | Managing Director, Cohen Klingenstein LLC (2021 to present); Retired Executive (2019 to 2021); Managing Director, Private Wealth Management, TD Bank (2014 to 2019) | 157,960 | 13,253 | | | | 40,878(2) | 1,490(2) | | | | 1.0% | | | Gary M. Rodkin | Retired Executive (2015 to present); Chief Executive Officer, ConAgra Foods, Inc. (2005 to 2015) | 41,462 | — | | | | 30,696(2) | —(2) | | Valarie L. Sheppard | Retired Executive (2021 to present); Executive Vice President, Controller and Treasurer (2019 to 2021), Senior Vice President, Comptroller and Treasurer (2013 to 2019), and various other senior finance roles (1986 to 2013), Procter & Gamble Company | 346 | — | | | | —(2) | —(2) | | Jacques Tapiero | Retired Executive (2014 to present); Director, Esteve – Spain (2016 to present); Senior Vice President, Emerging Markets, Eli Lilly and Company (2009 to 2014) | 71,180 | 2,620 | | | | 40,696(2) | —(2) | | Terry S. Thomas | Chief Growth Officer (September 2023 to present), Flowers Foods, Inc.; Global Chief Customer Officer (Personal Care)(2022 to 2023), Executive Vice President and Chief Customer Officer (2019 to 2022), Senior Vice President, Customer Development (2018 to 2019), Sector Vice President, Customer Development (2013 to 2018), Unilever plc. | 387 | — | | | | —(2) | —(2) | | W. Anthony Vernon | Retired Executive (2015 to present); Senior Advisor and Executive Director (2014 to 2015), Kraft Foods Group, Inc. | 40,882 | — | | | | 30,400(2) | —(2) | | Directors and Executive Officers as a Group (20 persons) | | 4,582,699 | 28,259 | | | | 3,633,972(2) | 1,490(2) | | | | 23.8% | |

  56. Proposal 1 - Election of Directors

    (1)Includes (i) shares of Common Stock and Common Stock Non-Voting beneficially owned by directors and executive officers alone or jointly with spouses, minor children, and relatives (if any) who have the same home as the director or executive officer; (ii) shares of Common Stock that are beneficially owned by virtue of participation in the McCormick 401(k) Retirement Plan: Mr. Kurzius – 15,200; and (iii) shares of Common Stock which are beneficially owned by virtue of participation in the Non-Qualified Retirement Savings Plan: Mr. Foley - 9,795; Mr. Kurzius – 31,427; Ms. Preston – 28,115; and Mr. Tapiero – 2,267. (2)Number of shares included in the above number which can be acquired within 60 days of the Record Date pursuant to the exercise of stock options and/or the vesting of RSUs and/or shares earned under the LTPP.

  57. Proposal 1 - Election of Directors

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  58. Executive Summary

    Executive Summary At McCormick, our compensation programs are designed to attract, retain and motivate top talent while aligning executive pay with company performance and shareholder interests. We emphasize a balanced approach that includes base salary, performance-based incentives, and long-term equity awards to drive sustainable growth. The CHCC regularly reviews our programs to ensure they remain competitive and support our strategic priorities. In fiscal 2024, we drove positive volume growth, expanded our margins, and delivered robust earnings growth. We believe our business is on a positive trajectory, with resilient and committed employees propelling us forward and the outcomes under our variable pay programs reflect these achievements and challenges. With respect to our fiscal 2024 performance plans: •Annual incentive awards in respect of 2024 performance were earned at 111.7% of target by Mr. Foley, Mr. Smith, Mr. Schwartz, and Ms. Piper. Mr. Foust's incentive award was earned at 102.9% of target. •Long-Term Performance Plan (LTPP) PSU awards for the period from December 2021 through November 2024 vested, in aggregate, at 155% of target (or 52% of the maximum opportunity); and •as of the Record Date, stock options granted since March 2021 remain underwater. In fiscal 2024, the CHCC continued to focus on ensuring ongoing alignment with our compensation philosophy, the design of our executive compensation programs, and the interests of our stockholders. Key decisions made by the Committee in respect of fiscal 2024 are summarized below.

  59. Executive Chairman Compensation

    Executive Chairman Compensation As disclosed last year, in connection with Mr. Kurzius’ transition to Executive Chairman, effective September 1, 2023, the CHCC approved the following compensation package. Mr. Kurzius’ base salary remained unchanged. In recognition of the scope and nature of his role, the only variable at-risk compensation Mr. Kurzius received during fiscal 2024 was a stock option grant with a grant date fair value of $4.75 million. Mr. Kurzius did not participate in the annual cash incentive plan or receive any other incentive equity awards. Since stepping down as Executive Chairman and retiring as an employee of the Company on December 31, 2024, Mr. Kurzius no longer receives any compensation as an employee and instead receives the compensation provided to all non-management directors, until his retirement from the Board effective with the annual stockholders meeting on March 26, 2025.

  60. Target Annual Incentive Metrics

    Target Annual Incentive Metrics For fiscal 2024, the CHCC approved the addition of a sales volume growth metric to align all incentive plan participants, including the executive officers, with volume-driven growth. This metric accounted for 4.5% of the target payout factor for Named Executive Officers with enterprise-wide accountability, and 7.5% of the target payout factor for Mr. Foust, in connection with volume sales growth in the Americas. The addition of this metric aligned with our focus on delivering volume growth globally and signaled its importance to all incentive plan participants. The Committee believed this effectively complemented our other incentive plan metrics and enhanced alignment with our areas of strategic focus.

  61. Our Executive Compensation Philosophy and Practices

    | Compensation Practice | Pursued at McCormick? | Best Practice | | Independent Compensation and Human Capital Committee and Consultant | YES. McCormick’s CHCC is comprised solely of independent directors. The Committee also engages an independent compensation consultant, WTW, to provide data, insight and advice. WTW (i) is retained directly by the Committee; (ii) only performs limited consulting or other services for McCormick with prior approval from the Committee; and (iii) is independent with no conflicts of interest with regard to the work performed. | | | Compensation Risk Assessments | YES. The CHCC’s annual review and approval of McCormick’s compensation strategy includes a review of compensation-related risk management. In this regard, the CHCC annually considers the relationship between the Company’s overall compensation policies and practices for employees, including executive officers, and risk, including whether such policies and practices (i) encourage imprudent risk taking, and/or (ii) would be reasonably likely to have a material adverse effect on the Company. The Committee believes that the Company’s compensation programs (executive and broad-based) provide multiple and effective safeguards to protect against undue risk. | | | Favorable Risk Assessment for Fiscal 2024 | YES. Management and WTW assessed the Company’s compensation policies and practices in fiscal 2024 and concluded that they do not motivate imprudent risk taking. The CHCC reviewed and agreed with this assessment. | | | Limited Perquisites and No Tax Gross-Ups | YES. The Named Executive Officers receive a limited number of personal benefits and the Company does not provide tax gross-ups for personal benefits, meaning these benefits are fully taxable to the recipient. | | | Employment Agreements | NO. McCormick’s executive officers do not have employment agreements, except where legally required, and do not have guaranteed levels of compensation. | | | Pledging, Hedging or Speculative Trading | NO. Executive officers are prohibited from pledging or hedging their McCormick stock and other practices, such as insider trading (see discussion above under “Corporate Governance Guidelines”) and are prohibited from engaging in short sales or equivalent transactions in McCormick stock. | | | Stock Ownership Guidelines | YES. To further align the long-term interests of our executives and our stockholders, the Board has established stock ownership guidelines applicable to our CEO and executive officers, progress against which is monitored annually. | | | Clawback Policies | YES. McCormick has two incentive compensation recovery policies. One policy, adopted for purposes of compliance with Section 10D of the Exchange Act and the NYSE listing standards, provides for the mandatory recovery of both cash- and equity-based compensation paid on the basis of the achievement of financial performance measures in the event of an accounting restatement. The other policy, adopted pursuant to McCormick’s 2022 Plan (and the prior 2013 Omnibus Incentive Plan (the "2013 Plan") and 2007 Omnibus Incentive Plan (the "2007 Plan")), outlines circumstances under which any share-based and cash-based awards made under that plan (inclusive of time-vested awards that are tied to the achievement of financial measures) may be forfeited, annulled, and/or reimbursed to McCormick, as described below. | | | Focus on Performance- Based Compensation | YES. The CHCC endeavors to structure the executive compensation program so that each executive’s compensation is comprised of a majority of elements that are performance-based, including our annual incentive plan and annual awards of PSUs and stock options. | | | Pay and Performance Alignment Assessment | YES. Each year the pay of McCormick’s CEO and performance of the Company is compared to CEO pay and performance at our peer companies. The analysis conducted by WTW in fiscal 2024 demonstrated continued alignment between pay and performance. The CHCC reviewed and agreed with this analysis. | | | Cap on Performance-Based Compensation | YES. There is a cap for executive officer incentive payments made under the annual performance-based compensation and long-term incentive programs, and no payment is guaranteed under any incentive plans. | |

  62. Our Executive Compensation Philosophy and Practices

    During fiscal 2024, the primary elements of compensation earned by each of our Named Executive Officers were unchanged versus fiscal 2023 and consisted of base salary, an annual incentive cash payment, and annual long-term incentive awards in the form of performance-based equity grants and stock options, collectively referred to as target total compensation. In addition, a limited number of personal benefits and retirement benefits are provided, with five Named Executive Officers being historic participants in retirement plans frozen in 2017 and 2018 as detailed below. The elements of the Executive Compensation Program described in the table below apply as stated to our US-based executive officers and it is our intent to follow our compensation principles and to provide similar benefits, where available and appropriate, to those executive officers located outside of the United States.

  63. OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM FOR FISCAL 2024

    | | Element | Objective | Key Features | | Annual Cash Compensation | Base Salary | Provide a competitive annual fixed level of cash compensation. | •On average, represents about 25% of compensation. •Adjustments are based on individual performance, company performance, role scope, and internal equity, and informed by practices in our Market Group. | | | Annual Performance- Based Incentive Compensation | Motivate and reward executive contributions in producing annual financial results. | •Annual incentive cash payments are based on a formula that includes adjusted EPS growth, net sales, volume sales, and McCormick Profit (defined as adjusted operating income growth, adjusted for working capital charges and currency impact). | | Long-Term Incentive Plan | Performance Stock Units issued under the LTPP | Retain executives and align their compensation with the Company’s key financial goals to drive stockholder value over time. | •Awards represent 50% of the overall annual long-term target incentive mix. •Awards based on the achievement of cumulative growth in net sales and relative TSR over the three-year performance period. •Annual grants of three-year overlapping cycles. | | | Stock Options | Retain executive officers and align their interests with our stockholders. | •Awards represent 50% of the overall annual long-term target incentive mix. •Awards generally vest at a rate of one-third per year or, if earlier, upon the retirement eligibility date of the holder. | | Value Creation Acceleration Program | McCormick Value Creation Acceleration Program | Create significant value for stockholders with sustained stockholder return over a five-year period and reward executive leaders for transformational stock price performance. | •One-time grant on November 30, 2020. •Three-year service requirement. •Five-year performance period. •Three equally weighted stock price growth performance objectives of 60%, 80%, and 100%. •Ten-year stock option term. •Unvested awards on December 1, 2025 will be cancelled. |

  64. Market Data

    Market Data In making decisions, the CHCC references market data for two groups:

  65. Market Data

    | | Purpose | Key Features | | Market Group | Provide insights into total compensation levels and design within companies with which McCormick competes for talent and which are similar in size and business operations | Comprises companies that: •Operate in similar industries to McCormick •Publicly listed on a U.S. stock exchange •Have significant operations outside the U.S. •Are of similar size to McCormick in terms of revenue and market capitalization •Compete with McCormick for talent •Have known brand names | | Peer Group | Provide insights into current and historic financial information, such as EPS, sales growth and TSR to inform short-term and long-term goal-setting | Comprises companies that are: •Competitors for customers •Competitors for investors •Subject to similar macro-economic factors |

  66. Market Data

    The CHCC believes that it is appropriate to use two separate peer groups. This reflects the reality that there are larger companies against whom we compare performance, but that are too large to be appropriate for compensation comparisons and that there are companies we compete with for talent that are subject to different sub-industry challenges. While the Market Group data gives the Committee insight into the range of compensation in the competitive market and a general understanding of marketplace compensation practices and policies, the Committee does not use Market Group data to “benchmark” to a targeted percentile for total compensation or any specific element of compensation for our executive officers. Companies are reviewed annually for inclusion or removal from the Market and Peer Groups based on their relevance across a set of criteria, with industry relevance and the extent to which we compete for executive talent being the primary drivers for removal or inclusion in these groups. Upon completion of this review, no changes were initially recommended to the Market and Peer groups for fiscal 2024. These peer groups were updated following the completion of the Kellogg Company separation, at which time the Committee approved the inclusion of both Kellanova and W.K. Kellogg Co. in the Peer Group for fiscal 2024. Likewise the Committee approved a prospective change for the Market Group to remove Kellogg and include Kellanova and W.K. Kellogg Co. market data as it becomes available.

  67. Market Data

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  68. Market Data

    The groups approved for fiscal 2024 were as follows:

  69. Market Data

    | Market Group Only | Market and Peer Groups | Peer Group Only | | Brown-Forman Corporation* | Campbell Soup Company | Kellanova (1) | | Constellation Brands Inc.* | Church & Dwight Co., Inc. | Kraft Heinz Company** | | Kellogg Company (1) | The Clorox Company | Mondelēz International** | | Molson Coors Beverage Company* | ConAgra Brands, Inc. | Tyson Foods, Inc.** | | | Flowers Foods, Inc. | W.K. Kellogg Co.(1) | | *While these Market Group companies are relevant from a talent standpoint, the Committee believes they are subject to sufficiently different macro-economic and industry factors that make them inappropriate performance comparisons for our executive officers. | General Mills, Inc. | **While these Peer Group companies are competitors for talent, the Committee believes they are too large to make appropriate compensation comparisons for our executive officers | | | The Hain Celestial Group Inc. | | | | The Hershey Company | | | | Hormel Foods Corporation | | | | International Flavors & Fragrances Inc. | | | | The J. M. Smucker Company | | | | Keurig Dr. Pepper | | | | Lamb Weston Holdings, Inc. | | | | Monster Beverage Corporation | | | | Post Holdings, Inc. | | | | TreeHouse Foods, Inc. | | | | W.K. Kellogg Co.(1) | |

  70. Market Data

    (1)In October 2023, Kellogg Company completed the separation of their business into two independently traded companies, Kellanova and W.K. Kellogg Co. Prior to the split, Kellogg Company was included in both the Market and Peer Groups. In November 2023, the CHCC approved the inclusion of the two resulting entities in the Peer Group for fiscal 2024 PSU awards made in December 2023, and in the Market Group for compensation decisions to be assessed over the course of 2024 as compensation data became available. Further discussion related to the impact for unvested PSUs is provided in the long-term incentive section below. At the time of approval, McCormick was ranked at the 37th percentile on revenue, the 68th percentile on market capitalization, and the 57 percentile on headcount relative to the Market Group.

  71. 1.Annual Cash Compensation and Long-Term Incentives

    1.Annual Cash Compensation and Long-Term Incentives

  72. Annual Performance-Based Incentive Compensation

    Annual Performance-Based Incentive Compensation Target annual incentive award values are established annually for the CEO and other Named Executive Officers, and considered as part of the CHCC’s annual review of total target compensation.

  73. Annual Performance-Based Incentive Compensation

    | Name | Target Annual Incentive Opportunity (% of Salary) | Prior Target Annual Incentive Opportunity (% of Salary) | | Brendan M. Foley(1) | 150% | 150% | | Lawrence E. Kurzius(2) | — | 150% | | Michael R. Smith | 100% | 100% | | Andrew Foust(3) | 80% | — | | Sarah J. Piper | 80% | 70% | | Jeffery D. Schwartz | 85% | 85% |

  74. Annual Performance-Based Incentive Compensation

    (1)Mr. Foley's Target Annual Incentive Opportunity was increased from 120% to 150% during fiscal 2023. His pro-rated Target Annual Incentive opportunity for fiscal 2023 was 129% of target. (2)Mr. Kurzius was not eligible to receive a Target Annual Incentive in fiscal 2024. (3)Mr. Foust's Target Annual Incentive for fiscal 2023 is not included because he was not a Named Executive Officer. As in prior years, for fiscal 2024 the performance metrics approved reflect the role and responsibilities of each executive officer. For fiscal 2024, the CHCC approved the addition of a sales volume growth metric to align all plan participants, including the executive officers, with volume-driven growth.

  75. Annual Performance-Based Incentive Compensation

    | Named Executive Officer Population | Named Executive Officers | Fiscal 2024 Performance Factors and Weightings | | Enterprise responsibility | Brendan M. Foley Michael R. Smith Sarah J. Piper Jeffery D. Schwartz | 70% Adjusted EPS* 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | | Americas responsibility | Andrew Foust | 50% Adjusted EPS* 35% Americas Profit 7.5% Americas Sales Volume Growth 7.5% Americas Net Sales |

  76. Annual Performance-Based Incentive Compensation

    * The CHCC approved the definition of “Adjusted EPS” for fiscal 2024, which is EPS for the year, adjusted to exclude the impact of special charges, and foreign exchange rates. This definition is the same as "Adjusted EPS" as reported in our Form 10-K for the 2024 fiscal year, except that the formulation of "Adjusted EPS" used by the CHCC was determined on a constant currency basis, while the formulation used in the Form 10-K for the 2024 fiscal year was determined on a reported currency basis. As a result, Adjusted EPS growth as used by the CHCC was higher by approximately 0.3% than Adjusted EPS growth as reported in our Form 10-K. The Committee made these adjustments for compensation purposes as it does not want employees to benefit from or be penalized for factors outside of their control.

  77. Annual Performance-Based Incentive Compensation

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  78. Annual Performance-Based Incentive Compensation

    Performance goals for the annual incentive program were approved by the CHCC based on its analysis of the performance observed in and expected of companies in our Peer Group, because they are the companies that we assess our financial results against, that we compete with for equity investors and that we want to outperform. The Committee additionally takes account of McCormick’s own growth, prior year performance, commitments to the market and strategic priorities. In evaluating the difficulty of achieving the performance goals for the Company's annual incentive program, including EPS, McCormick Profit (which is operating profit adjusted by a charge for working capital), volume sales growth, and net sales, the Committee considers both the historic performance of the Company and its business units and the overall performance goals established by the CEO for the upcoming fiscal year. This evaluation is conducted with a view to driving stockholder value, paying our Named Executive Officers competitively, and rewarding superior financial performance. The measure of the difficulty of achieving annual incentive plan performance goals is illustrated by the fact that the targets have not been uniformly achieved, with the enterprise-level payout factor ranging from 6% to 182% of target over the last five years. The following table summarizes the fiscal 2024 Adjusted EPS goals approved by the CHCC. The Committee concluded that the threshold performance requirement would equate to delivering EPS consistent with the prior fiscal year, adjusted as noted above. The Committee set the maximum performance requirement that would earn 200% of a Named Executive Officer’s target opportunity at growth of 14.93%, anticipating that this would place McCormick among the highest performers in its Peer Group. Actual Adjusted EPS growth for the year equated to 10.4% which resulted in a payout of 129.4% of target for this portion of the annual incentive.

  79. Annual Performance-Based Incentive Compensation

    | | Adjusted EPS Metric | Payout | | Threshold | Equal to prior year | 30% | | Target | +8.58% | 100% | | Maximum | +14.93% | 200% | | Fiscal 2024 Actual | +10.44% | 129% |

  80. Annual Performance-Based Incentive Compensation

    The other performance goals, while quantifiable, are confidential commercial or financial information, the disclosure of which would cause competitive harm to the Company. The Committee considered the ability to meet or exceed these goals to be at least as difficult as the Adjusted EPS requirements. The CHCC determined the actual fiscal 2024 annual incentive for each Named Executive Officer using the factors set forth in the following table: (i) the performance metric and respective weight allocated to each metric, as applicable; and (ii) the target annual incentive potential, as a percentage of base salary.

  81. Annual Performance-Based Incentive Compensation

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  82. Annual Performance-Based Incentive Compensation

    | Name | Performance Metric | Target Annual Incentive as a % of Base Salary | Payout Factor % | Actual Annual Incentive as a % of Base Salary* | Prior Year Actual Annual Incentive as a % of Base Salary | | | | A | B | C | D | | Brendan M. Foley | 70% Adjusted EPS* 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 150% | 112% | 168% | 178% | | Lawrence E. Kurzius** | N/A | — | — | — | 207% | | Michael R. Smith | 70% Adjusted EPS* 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 100% | 112% | 112% | 138% | | Andrew Foust*** | 50% Adjusted EPS* 35% Americas Profit 7.5% Americas Sales Volume Growth 7.5% Americas Net Sales | 80% | 103% | 82% | — | | Sarah J. Piper | 70% Adjusted EPS* 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 80% | 112% | 90% | 97% | | Jeffery D. Schwartz | 70% Adjusted EPS* 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 85% | 112% | 95% | 117% |

  83. Annual Performance-Based Incentive Compensation

    * The fiscal 2024 annual incentive as a percentage of base salary for each Named Executive Officer is determined by multiplying column “A” and column “B” to produce the result in column “C.” The resulting annual incentive amount is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below. ** Mr. Kurzius was not eligible to receive a Target Annual Incentive in fiscal 2024. *** Mr. Foust's Actual Annual Incentive for fiscal 2023 is not included because he was not a Named Executive Officer.

  84. Long-Term Incentives

    Long-Term Incentives The intent of our long-term incentive awards is to align the interests of our executives with those of our stockholders and to drive increasing stockholder value over time. Annual awards are made as an equal mix of PSUs and time-vested stock options, both additionally subject to service conditions. The target value of annual long-term incentive awards is determined annually. In approving long-term incentive award values, the Committee considers compensation data and positioning for comparable roles against our Market Group along with individual and company performance.

  85. Performance Stock Units

    Performance Stock Units A limited number of executives, including the Named Executive Officers, who are in positions to significantly impact the achievement of key corporate objectives and who provide the long-term strategic leadership necessary to accomplish those objectives, participate in the Company’s three-year LTPP. Following Mr. Kurzius' appointment as Executive Chairman effective September 1, 2023, he did not receive an LTPP award in fiscal 2024. LTPP awards are issued in PSUs and can be earned and vest contingent on the achievement of three-year performance goals, which under all currently open three-year cycles, relate to (1) cumulative sales growth, and (2) McCormick’s TSR relative to the TSR generated by our Peer Group companies. Cumulative sales growth is considered an appropriate metric given it is central to our growth strategy. Relative TSR growth is considered an appropriate metric because it is a clear and objective measurement of return for our stockholders, and its inclusion as a performance indicator ensures that the interests of plan participants remain aligned with those of our investors. Separate performance goals for cumulative sales growth and relative TSR are established for each cycle. Relative TSR acts as a modifier to cumulative sales growth acting as a means to validate that the outcome is directionally aligned with our returns to stockholders. We establish our cumulative sales growth and relative TSR modifier goals to instill in our executive officers an incentive to generate financial growth for McCormick that is competitive with growth rates exhibited by the highest performing companies among our Peer Group. The LTPP program plays an important role in aligning the compensation of executives with key financial accomplishments, which the CHCC believes drives stockholder

  86. Performance Stock Units

    | 38 | McCORMICK & COMPANY, INCORPORATED = 2025 Proxy Statement |

  87. Performance Stock Units

    value over the long-term and are therefore important indicators of the performance of our top executives. The three-year performance time frame and metrics for this plan complement the annual earnings and profit performance focus provided by the annual incentive program and the longer-term focus provided by stock options. Throughout fiscal 2024, there were three active award cycles in this program, one of which ended on November 30, 2024. They are: •December 1, 2021 – November 30, 2024 (fiscal 2022-2024) – completed •December 1, 2022 – November 30, 2025 (fiscal 2023-2025) – active cycle •December 1, 2023 – November 30, 2026 (fiscal 2024-2026) – active cycle Following the completion of Kellogg Company's separation into two independently traded businesses, the CHCC reviewed the continued inclusion of W.K. Kellogg as a relative TSR peer for PSU purposes with reference to typical market practices in similar situations, the plan administrative guidelines and the advice of its independent outside consultant. Given the continued relevance of Kellanova as a peer company, the Committee resolved that it was appropriate to retain Kellogg Company through the date of separation, and then consider Kellanova performance from that point forward. While it did not influence the Committee's decision, this approach had no impact on the performance outcome for the cycle concluding its performance period on November 30, 2024. In respect of the fiscal 2024 award, the CHCC approved a payment of 155%, based on the cumulative net sales growth of 10.3% (3.3 percentage points above the target performance goal of 7%), and McCormick's three-year TSR ranking at the 30th percentile relative to our Peer Group (resulting in no modifier impact on the award amounts).

  88. Performance Stock Units

    | | FY2022–2024 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Three Positions | = | 50% | | Threshold | 1.0% | Below 25th Percentile | = | 75% | | Maximum | 13.0% | 75th Percentile and above | = | 125% | | | | Top Three Positions | = | 150% |

  89. Performance Stock Units

    The performance goals for the other active cycles are as follows:

  90. Performance Stock Units

    | | FY2023–2025 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Three Positions | = | 50% | | Threshold | 3.0% | Below 25th Percentile | = | 75% | | Maximum | 15.0% | 75th Percentile and above | = | 125% | | | | Top Three Positions | = | 150% |

  91. Performance Stock Units

    | | FY2024–2026 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Three Positions | = | 50% | | Threshold | 3.0% | 25th Percentile | = | 75% | | Maximum | 13.0% | 75th Percentile and above | = | 125% | | | | Top Three Positions | = | 150% |

  92. Performance Stock Units

    If earned, the stock award under the remaining active cycles will be paid no later than the end of February 2026 and February 2027, respectively. As required by SEC rules, the shares that may be paid, if earned, for fiscal 2023-2025 cycle and the fiscal 2024-2026 cycle are reflected in the Stock Awards column of the Summary Compensation Table for years 2023 and 2024, respectively, even though they would not be paid, if at all, until the end of the cycle. To set appropriately challenging cumulative net sales goals for the LTPP, the CHCC looks externally to Peer Group goals and achievement levels, as well as internally at McCormick’s past performance and long-range plans. To earn a maximum payout in respect of this measure requires performance that exceeds the forecast for the Peer Group. Combining this with relative TSR provides balancing perspectives of performance that often yield different outcomes as summarized below for the prior three cycles:

  93. Performance Stock Units

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  94. Performance Stock Units

    | | Earned Achievement Percent | | | Performance Cycle | Sales Growth | Relative TSR modifier | | FY20-22 | 200% | 75% | | FY21-23 | 200% | 75% | | FY22-24 | 155% | 100% |

  95. Stock Options

    Stock Options Historically, including in fiscal 2024, stock option awards are granted at the meeting of the Board of Directors that is held on the same day as our annual stockholders’ meeting. We determined the number of stock options in 2024 to grant by dividing the award cash value by the grant date fair value. The resulting number of options was rounded up to the nearest whole number. The strike price of stock options is equal to the higher of the closing prices of McCormick Common Stock and Common Stock Non-Voting on the date of grant. This methodology is evaluated annually. The CHCC believes stock options provide strong alignment between pay and performance, and between the interests of stockholders and management, given the requirement for stock price appreciation. Following Mr. Kurzius’ appointment as Executive Chairman, effective September 1, 2023, his sole incentive award in fiscal 2024 was a stock option grant with a grant date fair value of $4.75 million. This award was granted on December 1, 2023, not at the meeting of the Board of Directors, given it represented his sole incentive award for fiscal 2024. The options underlying this award were eligible to vest on March 27, 2024, 2025 and 2026 subject to accelerated vesting on Mr. Kurzius’ retirement. In connection with stepping down as Executive Chairman and retiring as an employee of the Company on December 31, 2024, the second and third tranches vested on an accelerated basis per the terms of the award. As previously disclosed, on November 28, 2023, the CHCC and independent members of the full Board collectively approved a special equity award in the form of time-based stock options to Mr. Smith. The objective of this special award was to recognize his strong performance and to retain a tenured leader in a time of significant transition. The award was issued on December 1, 2023 with a grant date fair value of approximately $1.0 million. The options were eligible to vest on March 27, 2024, 2025, and 2026. On his retirement, effective February 28, 2025, his remaining outstanding options will vest under the retirement provisions of his award.

  96. McCormick Value Creation Acceleration Program

    McCormick Value Creation Acceleration Program In 2020, the CHCC approved a one-time stock option grant to motivate and reward the next phase of performance and growth. This program includes significant stock price performance objectives through 2025 that at maximum would equate to a doubling of the Company's market capitalization and creating significant stockholder value. Participants in the VCAP received a one-time stock option grant with three equally weighted stock price performance objectives triggered by growth of 60%, 80%, and 100% from the closing price of the Company's Common Stock Non-Voting on the grant date. These performance objectives must be achieved, and sustained, at an average price over thirty trading-days at any time by the end of fiscal 2025 for any tranche to vest. The awards are also subject to a three-year service period, meaning that if any of the three performance objectives are met during the first three years of the program, the options would not be exercisable until after the service period ends in fiscal 2023. Any performance objectives that are not achieved by the end of the five-year performance period in 2025, will result in the cancellation of any relevant tranches of this award.

  97. Severance Benefits

    Severance Benefits The Company’s executive officers participate in McCormick’s Severance Plan for Executives (the “Severance Plan”). The Severance Plan provides for severance and other benefits to eligible employees if they experience an involuntary termination without “cause” or a voluntary termination for “good reason,” each as defined in the Severance Plan. An eligible employee who experiences such a termination and executes (and does not revoke) a general release of claims against the Company will receive the payments and benefits described below under “Potential Payments Upon Termination or Change in Control.” The Change in Control features of the Severance Plan are needed to allay the uncertainty that executives can experience while the possibility of a Change in Control exists, thereby allowing them to both operate in the best interests of the Company and stockholders, as well as to remain at the Company through the desired retention period. The Board believes that the Severance Plan allows the Company’s executives to continue effectively executing their management responsibilities without being influenced by the uncertainty of their personal situations. In the event of an involuntary termination outside of a Change in Control situation, we consider these benefits important to attract executive talent to the Company. In addition, they help create a stable work environment in which the executives are provided certain economic benefits in the event their employment is terminated. A general release from claims is required to obtain these benefits, making this a mutually beneficial arrangement. For additional information on the above benefits, see the “All Other Compensation” column and related footnotes to the Summary Compensation Table.

  98. Severance Benefits

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  99. Severance Benefits

    Performance - Based Compensation and Risk

  100. Performance-Based Compensation and Risk

    Performance-Based Compensation and Risk The CHCC considers risk as well as motivation when establishing performance criteria. During fiscal 2024, the CHCC engaged in a process of reviewing all of the Company’s executive-level incentive compensation plans to determine whether the Company’s compensation policies and practices foster risk taking above the level of risk associated with the Company’s business model. In the course of its examination, the Committee evaluated: •The balance of performance and the quality and sustainability of performance; •The mix between annual and long-term incentives; •The relationship between performance criteria for annual and long-term incentive awards; •Competitive practices; •Share retention requirements; •Service period requirements for certain equity awards; and •Clawback provisions. On the basis of this review, the CHCC determined that the Company’s incentive compensation plans are appropriately structured and do not create risks that are reasonably likely to have a material adverse effect on the Company.

  101. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned during the applicable fiscal year by our CEO and CFO during fiscal 2024, each of the other three most highly compensated executive officers of McCormick who were executive officers of McCormick as of the end of fiscal 2024, and Mr. Kurzius, who is a Named Executive Officer for fiscal 2024.

  102. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brendan M. Foley Chairman, President and Chief Executive Officer | 2024 | 1,146,538 | 3,750,020 | 3,750,011 | 1,843,050 | — | 360,002 | 10,849,622 | | | 2023 | 953,558 | 1,200,028 | 1,200,010 | 1,720,590 | — | 138,988 | 5,213,172 | | | 2022 | 851,827 | 1,000,067 | 1,000,020 | 99,679 | — | 203,010 | 3,154,602 | | Lawrence E. Kurzius Former Executive Chairman | 2024 | 1,298,077 | — | 4,750,010 | — | 140,617 | 469,225 | 6,657,928 | | | 2023 | 1,250,000 | 4,300,085 | 4,300,015 | 2,591,250 | — | 160,784 | 12,602,133 | | | 2022 | 1,250,000 | 4,300,055 | 4,300,024 | 103,292 | — | 472,664 | 10,426,035 | | Michael R. Smith Former Executive Vice President and Chief Financial Officer | 2024 | 822,115 | 1,350,044 | 2,350,013 | 893,600 | 370,786 | 254,189 | 6,040,748 | | | 2023 | 768,846 | 1,200,028 | 1,200,010 | 1,071,050 | — | 117,960 | 4,357,893 | | | 2022 | 741,346 | 1,150,047 | 1,150,018 | 41,317 | — | 197,986 | 3,280,713 | | Andrew Foust(5) President, Americas | 2024 | 588,461 | 500,033 | 500,010 | 493,788 | 28,377 | 164,368 | 2,275,038 | | Sarah J. Piper(6) Chief Human Relations Officer | 2024 | 547,308 | 425,038 | 425,008 | 491,480 | 12,376 | 157,209 | 2,058,418 | | | 2023 | 473,308 | 375,062 | 375,003 | 459,515 | — | 93,992 | 1,776,880 | | Jeffery D. Schwartz Vice President, General Counsel and Secretary | 2024 | 688,846 | 900,008 | 900,011 | 636,132 | 71,349 | 189,507 | 3,385,852 | | | 2023 | 642,692 | 850,027 | 850,007 | 763,555 | — | 93,382 | 3,199,663 | | | 2022 | 623,077 | 800,036 | 800,007 | 29,500 | — | 150,301 | 2,402,921 |

  103. Summary Compensation Table

    (1)The Salary and Non-Equity Incentive Plan Compensation columns include amounts deferred at the election of the Named Executive Officer. For more information on the amount of cash compensation deferred for each Named Executive Officer during fiscal 2024, see the “Non-Qualified Deferred Compensation Table” below. Salary amounts represent salary paid for services performed in the fiscal year. Salary payments received may vary due to the timing of pay periods that start in one fiscal year and end in the next and due to salary adjustments, which are effective in April of each year. (2)We are required to report the equity awards made under the LTPP at the beginning of the three-year LTPP cycle, even though it will not be paid (if at all) until the end of the cycle. The amounts shown assume performance at target. The equity awards are paid only if performance conditions are met, and the final payment amount will range from 0% to 300% of the stated target. Refer to the “Grants of Plan-Based Awards” table below for the threshold, target, and maximum amounts that can be earned. Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the equity component of the FY2022-FY2024, FY2023-FY2025 and FY2024-FY2026 LTPP cycles. For a discussion of the assumptions used in determining these values, see Note 11 to our 2024 financial statements. (3)Amounts represent the actuarial change in the present value of the Named Executive Officer’s benefit under our defined benefit pension plan and SERP. While these amounts appear as a lump sum, the normal form of payment is an annuity and the plan does not currently allow a lump sum payment for these benefits. The pension number reported is an accounting value and was not realized by the Named Executive Officer during the relevant year. Mr. Foley is not eligible for the Pension Plan or SERP. The total pension value changes for the Named Executive Offer’s benefits under the defined benefit pension plan and SERP were positive for 2024: for Mr. Kurzius $140,617, for Mr. Smith $370,786, for Mr. Foust $28,377, for Ms. Piper $12,376, and for Mr. Schwartz $71,349.

  104. Summary Compensation Table

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  105. Summary Compensation Table

    Summary Compensation Table (4)Amounts shown for fiscal 2024 are made up of the following:

  106. Summary Compensation Table

    | Name | Executive Auto Allowance | Executive Benefit Allowance | Executive Financial Counseling Program | Excess Liability Policy (Annual Premiums) | Employer Matching Funds under McCormick 401(k) Plan | Company Contributions to Deferred Compensation Accounts* | Profit Sharing | Cash in Lieu of Pension** | | Brendan M. Foley | $22,846 | $17,654 | $16,402 | $1,069 | $17,250 | $200,162 | $84,618 | — | | Lawrence E. Kurzius | $22,846 | $17,654 | $13,064 | $1,069 | $17,250 | $282,104 | $115,237 | — | | Michael R. Smith | $22,846 | $17,654 | $16,481 | $1,069 | $17,250 | $123,017 | $55,872 | — | | Andrew Foust | $22,846 | $17,654 | $15,732 | $1,069 | $17,250 | $58,203 | $31,614 | — | | Sarah J. Piper | $22,846 | $17,654 | $16,481 | $1,069 | $17,250 | $52,402 | $29,507 | — | | Jeffery D. Schwartz | $22,846 | $17,654 | — | $1,069 | $17,250 | $87,888 | $42,799 | — |

  107. Summary Compensation Table

    * See discussion below under “Non-Qualified Deferred Compensation.” (5)Mr. Foust's compensation information is not included for fiscal 2022 and 2023 because he was not a Named Executive Officer (or Section 16 officer) until fiscal 2024. (6)Ms. Piper's compensation information is not included for fiscal 2022 because she was not a Named Executive Officer (or Section 16 officer) until fiscal 2023.

  108. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the grants of plan-based awards by McCormick during fiscal 2024.

  109. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($)(3) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brendan M. Foley | — | 495,000(1) | 1,650,000(1) | 3,300,000(1) | — | — | — | — | — | — | — | | | 12/1/2023 | — | — | — | 14,401(2)(3) | 57,604(3) | 172,812(3) | — | — | — | 3,750,020(6) | | | 3/27/2024 | — | — | — | — | — | — | — | 199,894 | 76.03 | 3,750,011(7) | | Lawrence E. Kurzius | — | —(1) | —(1) | —(1) | — | — | — | — | — | — | — | | | 12/1/2023 | — | — | — | —(2)(3) | —(3) | —(3) | — | 313,532 | 65.99 | 4,750,010(6) | | Michael R. Smith | — | 240,000(1) | 800,000(1) | 1,600,000(1) | — | — | — | — | — | — | — | | | 12/1/2023 | — | — | — | — | — | — | — | 66,007 | 65.99 | 1,000,006(7) | | | 12/1/2023 | — | — | — | 5,185(2)(3) | 20,738(3) | 62,214(3) | — | — | — | 1,350,044(6) | | | 3/27/2024 | — | — | — | — | — | — | — | 71,962 | 76.03 | 1,350,007(7) | | Andrew Foust | — | 144,000(1) | 480,000(1) | 960,000(1) | — | — | — | — | — | — | — | | | 12/1/2023 | — | — | — | 1,921(2)(3) | 7,681(3) | 23,043(3) | — | — | — | 500,033(6) | | | 3/27/2024 | — | — | — | — | — | — | — | 26,653 | 76.03 | 500,010(7) | | Sarah J. Piper | — | 132,000(1) | 440,000(1) | 880,000(1) | — | — | — | — | — | — | — | | | 12/1/2023 | — | — | — | 1,633(2)(3) | 6,529(3) | 19,587(3) | — | — | — | 425,038(6) | | | 3/27/2024 | — | — | — | — | — | — | — | 22,655 | 76.03 | 425,008(7) | | Jeffery D. Schwartz | — | 170,850(1) | 569,500(1) | 1,139,000(1) | — | — | — | — | — | — | — | | | 12/1/2023 | — | — | — | 3,457(2)(3) | 13,825(3) | 41,475(3) | — | — | — | 900,008(6) | | | 3/27/2024 | — | — | — | — | — | — | — | 47,975 | 76.03 | 900,011(7) |

  110. Grants of Plan-Based Awards

    (1)Amounts shown represent the threshold, target and maximum amounts that could have been earned for fiscal 2024 by each Named Executive Officer under our annual performance-based incentive compensation plan. The actual amounts earned by each Named Executive Officer are included in the fiscal 2024 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2)Amounts shown represent the minimum amounts payable or shares earned if the threshold performance goals are achieved. No payments will be made or shares issued for performance below the threshold level. (3)Amounts represent the threshold, target and maximum amount (in shares) that could be earned under the FY2024-FY2026 LTPP cycle, including the maximum TSR modifier. (4)Amounts shown include awards of stock options under the 2022 Plan. Stock options granted in 2024 will vest ratably over three years (subject to certain acceleration provisions, as discussed under “Potential Payments upon Termination or Change in Control” below). (5)The strike price of the stock options is equal to the higher of the closing prices of McCormick's Common Stock and Common Stock Non-Voting on the grant date. (6)Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the FY2024-FY2026 LTPP cycle based on the target amount payable if the performance conditions are met. For a discussion of the assumptions used in determining these values, see Note 11 to our 2024 financial statements. (7)Amounts shown represent the grant date fair value of stock options granted for each Named Executive Officer. For a discussion of the assumptions used in determining these values, see Note 11 to our 2024 financial statements.

  111. Grants of Plan-Based Awards

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  112. Grants of Plan-Based Awards

    The following table sets forth the outstanding equity awards held by each Named Executive Officer as of November 30, 2024.

  113. Grants of Plan-Based Awards

    | | Option Awards | | | | | | Stock Awards | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9)(10) | | Brendan M. Foley | 11/30/20 | | | 78,056(1) | 93.49 | 11/30/2030(2) | 12/01/23 | 115,208(8) | 9,033,459 | | | 03/27/24 | — | 199,894 | | 76.03 | 3/27/2034(4) | 12/01/22 | 28,348(9) | 2,222,767 | | | 03/29/23 | 20,672 | 41,344 | | 81.79 | 3/29/2033(5) | | | | | | 03/30/22 | 30,112 | 15,056 | | 97.26 | 3/30/2032(6) | | | | | | 03/31/21 | 51,743 | 0 | | 89.16 | 3/31/2031 | | | | | | 04/01/20 | 32,040 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 29,082 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 34,484 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 68,144 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 57,144 | 0 | | 49.96 | 3/29/2026 | | | | | Lawrence E. Kurzius | 11/30/20 | | | 177,399(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 101,580(8) | 7,964,888 | | | 12/01/23 | 104,510 | 209,022 | | 65.99 | 12/1/2033(7) | | | | | | 03/29/23 | 74,074 | 148,149 | | 81.79 | 3/29/2033(5) | | | | | | 06/30/22 | 11,870 | 5,936 | | 83.25 | 6/30/2032(3) | | | | | | 03/30/22 | 118,912 | 59,456 | | 97.26 | 3/30/2032(6) | | | | | | 03/31/21 | 220,589 | 0 | | 89.16 | 3/31/2031 | | | | | | 04/01/20 | 120,620 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 109,052 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 128,080 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 255,538 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 200,000 | 0 | | 49.96 | 3/29/2026 | | | | | Michael R. Smith | 11/30/20 | | | 78,056(1) | 93.49 | 11/30/2030(2) | 12/01/23 | 41,476(8) | 3,252,133 | | | 03/27/24 | — | 71,962 | | 76.03 | 3/27/2034(4) | 12/01/22 | 28,348(9) | 2,222,767 | | | 12/01/23 | 22,002 | 44,005 | | 65.99 | 12/1/2033(7) | | | | | | 03/29/23 | 20,672 | 41,344 | | 81.79 | 3/29/2033(5) | | | | | | 03/30/22 | 34,628 | 17,315 | | 97.26 | 3/30/2032(6) | | | | | | 03/31/21 | 59,913 | 0 | | 89.16 | 3/31/2031 | | | | | | 04/01/20 | 30,156 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 27,264 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 24,632 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 42,590 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 20,000 | 0 | | 49.96 | 3/29/2026 | | | | | Andrew Foust | 11/30/20 | | | 11,354(1) | 93.49 | 11/30/2030(2) | 12/01/23 | 15,362(8) | 1,204,534 | | | 03/27/24 | — | 26,653 | | 76.03 | 3/27/2034(4) | 12/01/22 | 5,906(9) | 463,089 | | | 03/29/23 | 2,153 | 4,307 | | 81.79 | 3/29/2033(5) | 03/29/23 | 1,066(12) | 83,585 | | | 03/30/22 | 3,388 | 1,694 | | 97.26 | 3/30/2032(6) | 03/30/22 | 398(13) | 31,207 | | | 03/31/21 | 4,358 | 0 | | 89.16 | 3/31/2031 | | | | | | 04/01/20 | 4,022 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 1,366 | 0 | | 73.70 | 3/27/2029 | | | |

  114. Grants of Plan-Based Awards

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  115. Grants of Plan-Based Awards

    | | Option Awards | | | | | | Stock Awards | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(9)(10) | | Sarah J. Piper | 11/30/20 | | | 5,677(1) | 93.49 | 11/30/2030(2) | 12/01/23 | 13,058(8) | 1,023,878 | | | 03/27/24 | — | 22,655 | | 76.03 | 3/27/2034(4) | 12/01/22 | 8,860(9) | 694,713 | | | 03/29/23 | 6,460 | 12,920 | | 81.79 | 3/29/2033(5) | 03/30/22 | 212(11) | 16,623 | | | 03/30/22 | 1,806 | 905 | | 97.26 | 3/30/2032(6) | | | | | | 03/31/21 | 2,179 | 0 | | 89.16 | 3/31/2031 | | | | | | 04/01/20 | 3,770 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 1,818 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 2,464 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 1,724 | 0 | | 49.03 | 3/28/2027 | | | | | Jeffery D. Schwartz | 11/30/20 | | | 53,220(1) | 93.49 | 11/30/2030(2) | 12/01/23 | 27,650(8) | 2,168,037 | | | 03/27/24 | — | 47,975 | | 76.03 | 3/27/2034(4) | 12/01/22 | 20,080(9) | 1,574,473 | | | 03/29/23 | 14,642 | 29,286 | | 81.79 | 3/29/2033(5) | | | | | | 03/30/22 | 24,088 | 12,046 | | 97.26 | 3/30/2032(6) | | | | | | 03/31/21 | 40,850 | 0 | | 89.16 | 3/31/2031 | | | | | | 04/01/20 | 18,848 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 14,542 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 17,242 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 33,552 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 40,000 | 0 | | 49.96 | 3/29/2026 | | | |

  116. Grants of Plan-Based Awards

    (1)In accordance with SEC rules, the amounts shown represent the threshold amounts of the equity award under the "VCAP" program because the cumulative performance for fiscal years 2024, 2023, 2022, 2021 and 2020 did not exceed the threshold performance condition for the program. See discussion above under "Compensation Discussion and Analysis." (2)Any performance objectives that are not achieved by November 30, 2025, will result in the cancellation of any relevant tranches of the performance stock options. (3)The remaining unvested stock options will vest in equal increments on June 30,2025 (4)The remaining unvested stock options will vest in equal increments on March 27 of 2025, 2026 and 2027. (5)The remaining unvested stock options will vest in equal increments on March 29 of 2025 and 2026. (6)The remaining unvested stock options will vest in equal increments on March 30 of 2025. (7)The remaining unvested stock options will vest in equal increments on March 27, 2025 and 2026 (8)In accordance with SEC rules, the amounts shown represent the maximum amounts, as modified by the Relative TSR Modifier, of the equity award under the FY2024-FY2026 LTPP cycle because our fiscal 2024 sales performance exceeded the target performance measure established for this LTPP cycle, while the Relative TSR Modifier did not exceed the target performance measure established for this LTPP cycle for fiscal 2024. (9)In accordance with SEC rules, the amounts shown represent the maximum amounts, as modified by the Relative TSR Modifier, of the equity award under the FY2023-FY2025 LTPP cycle because our cumulative sales performance for fiscal years 2024 and 2023 exceeded the target performance measure established for this LTPP cycle, while the Relative TSR Modifier did not exceed the target performance measure established for this LTPP cycle for fiscal years 2024 and 2023 cumulatively. (10)In accordance with SEC rules, the amounts shown in the table are based on the closing market price of our Common Stock Non-Voting on November 29, 2024 (the last trading day of our fiscal year) of $78.41. (11)Ms. Piper was granted 636 RSUs on March 30, 2022, 212 shares of which vested on March 15, 2023 and 2024 with the remaining 212 to vest on March 15, 2025. (12)Mr. Foust was granted 1,599 RSUs on March 29,2023, 533 shares of which vested March 15, 2024 with another 533 shares to vest on March 15, 2025 with the remaining 533 shares to vest on March 15, 2026. See discussion above under "Compensation Discussion and Analysis." (13)Mr. Foust was granted 1,192 RSUs on March 30, 2022, 397 shares of which vested on March 15, 2023 and 2024 with the remaining 398 to vest on March 15, 2025.

  117. Grants of Plan-Based Awards

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  118. Grants of Plan-Based Awards

    Option Exercises and Stock Vested in Last Fiscal Year

  119. Option Exercises and Stock Vested in Last Fiscal Year

    Option Exercises and Stock Vested in Last Fiscal Year The following table sets forth equity awards exercised and/or vested during fiscal 2024.

  120. Option Exercises and Stock Vested in Last Fiscal Year

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | Brendan M. Foley | — | — | 18,056 | 1,415,771 | | Lawrence E. Kurzius | 80,000 | 2,868,400 | 77,637 | 6,087,517 | | Michael R. Smith | — | — | 20,764 | 1,628,105 | | Andrew Foust | — | — | 5,302 | 403,173 | | Sarah J. Piper | — | — | 1,812 | 138,359 | | Jeffery D. Schwartz | — | — | 14,445 | 1,132,632 |

  121. Option Exercises and Stock Vested in Last Fiscal Year

    (1)The amounts shown reflect shares that vested for each Named Executive Officer as detailed in the table below, including shares awarded for the awards made under the FY2022-FY2024 LTPP cycle. The amounts shown for the value of these shares are calculated based on the closing market price of our Common Stock Non-Voting on the vesting date of $78.41, which was November 29, 2024 (the last trading day of our fiscal year). For the remaining RSUs, the value realized on vesting is calculated based on the closing market price of McCormick Common Stock on the date of vesting, multiplied by the number of vested shares, while the actual value realized by each Named Executive Officer is after payment of related taxes and fees.

  122. Option Exercises and Stock Vested in Last Fiscal Year

    | | | | RSUs | | | | Name | LTPP Cycle FY22-FY24 | LTPP Cycle FY22-FY24 Value at FYE | Shares | Value Realized on Vesting | Actual Value Realized | | Brendan M. Foley | 18,056 | $1,415,771 | — | $— | $— | | Lawrence E. Kurzius | 77,637 | $6,087,517 | — | $— | $— | | Michael R. Smith | 20,764 | $1,628,105 | — | $— | $— | | Andrew Foust | 4,063 | $318,580 | 1,239 | $84,593 | $56,327 | | Sarah J. Piper | 1,445 | $113,302 | 367 | $25,057 | $16,659 | | Jeffery D. Schwartz | 14,445 | $1,132,632 | — | $— | $— |

  123. Estimates of Payments Upon Termination or Change in Control

    Estimates of Payments Upon Termination or Change in Control The table below sets forth estimated payment amounts each Named Executive Officer would have received, unless otherwise noted, upon death, total and permanent disability, retirement, involuntary termination without cause, or change in control, assuming a triggering event on November 30, 2024. For purposes of the estimated amounts below, we have assumed that the price per share of our Common Stock was 78.41, the closing market price of our Common Stock Non-Voting on November 29, 2024 (the last trading day of our fiscal year). The value associated with options is $0 because the strike price of previously granted options is higher than the closing market price of our Common Stock Non-Voting on November 30, 2024. The equity mix for our NEOs changed in 2021, so there are no associated awards in scope. In addition, we have not included each applicable Named Executive Officer’s award under the annual performance-based incentive compensation program, or their respective balances of their non-qualified deferred compensation accounts, as these amounts are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table,” and the “Aggregate Balance at Last FYE” column of the “Non-Qualified Deferred Compensation” table, above.

  124. Estimates of Payments Upon Termination or Change in Control

    | Potential Payments Upon Termination or Change in Control (“CIC”)($) | Brendan M. Foley | Andrew Foust | Lawrence E. Kurzius | Michael R. Smith | Sarah J. Piper | Jeffery D. Schwartz | | Cash Severance Payment: | | | | | | | | Involuntary Termination Without Cause(1) | 5,775,000 | 1,560,000 | 1,250,000 | 2,400,000 | 1,430,000 | 1,809,000 | | CIC(2) | 8,525,000 | 2,640,000 | 2,500,000 | 4,000,000 | 2,420,000 | 3,048,500 | | Long-Term Performance Plan: | | | | | | | | FY2023-2025 Performance Period | | | | | | | | Retirement/Death/Disability/Involuntary Termination Without Cause(3) | 800,000 | 166,667 | 2,866,667 | 800,000 | 250,000 | 566,667 | | CIC(4) | 1,200,000 | 250,000 | 4,300,000 | 1,200,000 | 375,000 | 850,000 | | FY2024-2026 Performance Period | | | | | | | | Retirement/Death/Disability/Involuntary Termination Without Cause(3) | 1,250,000 | 166,667 | — | 450,000 | 141,667 | 300,000 | | CIC(4) | 3,750,000 | 500,000 | — | 1,350,000 | 425,000 | 900,000 | | Equity Awards: | | | | | | | | Accelerated Stock Options | | | | | | | | Death/Disability/CIC(5) | 475,748 | 63,434 | 2,596,053 | 717,812 | 53,919 | 114,181 | | Retirement/Involuntary Termination Without Cause(6) | 475,748 | — | 2,596,053 | 717,812 | — | 114,181 | | Accelerated RSUs | | | | | | | | Retirement(7) | — | — | — | — | — | — | | Death/Disability/CIC(7) | — | 114,792 | — | — | 16,623 | — | | Involuntary Termination Without Cause(8) | — | 73,000 | — | — | 16,623 | — | | Pension Plan Payment(9) | | | | | | | | Retirement/Involuntary Termination/CIC | — | 122,579 | 395,951 | 1,349,420 | 59,747 | 215,581 | | Disability | — | 100,550 | 316,706 | 848,517 | 53,572 | 141,208 | | Death | — | 58,657 | 185,342 | 661,215 | 23,927 | 114,145 | | SERP Payment(10) | | | | | | | | Retirement/Involuntary Termination | — | — | 3,254,545 | 1,611,704 | — | — | | CIC | — | — | 3,203,590 | 1,589,538 | — | — | | Disability | — | — | 2,601,171 | 1,290,630 | — | — | | Death | — | — | 1,522,952 | 788,533 | — | — | | Disability Benefits(11) | 356,540 | 106,540 | 431,540 | 206,540 | 81,540 | 141,540 |

  125. Estimates of Payments Upon Termination or Change in Control

    (1)These amounts represent the cash severance payment that would be received if involuntary termination without cause occurred on November 30, 2024. (2)These amounts represent the cash severance payment that would be received if a change in control termination occurred on November 30, 2024. (3)These amounts represent target awards for the FY2022-2024 and FY2023-2025 performance cycles, adjusted pro rata based on service through November 30, 2024. The LTPP provides that these amounts would be further adjusted (0-300%) based on McCormick’s performance. (4)These amounts represent target awards for the FY2023-2025 and FY2024-2026 performance cycles, paid at target, if a change in control termination occurred on November 30, 2024.

  126. Estimates of Payments Upon Termination or Change in Control

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  127. Estimates of Payments Upon Termination or Change in Control

    CEO Pay Ratio Disclosure (5)These amounts represent the potential gain on all options that would become exercisable if a triggering event occurred on November 30, 2024. The amounts are calculated by taking the closing price on November 29, 2024, less the strike price, times the number of unexercisable in-the-money options as of November 30, 2024. (6)These amounts represent the potential gain on options that would become exercisable during the severance period if a triggering event occurred on November 30, 2024. The severance period is defined as 18 months for the CEO and 12 months for all others. The amounts are calculated by taking the closing price on November 30, 2024, less the strike price, times the number of unexercisable in-the-money options that would have vested within the severance period as described above. (7)These amounts represent the potential earnings on all RSUs that would vest if a triggering event occurred on November 30, 2024. The amounts are calculated by taking the closing price on November 30, 2024 times the number of vested RSUs as of November 30, 2024. (8)These amounts represent the potential earnings on RSUs that would vest during the period from grant date to the qualifying separation date if a triggering event occurred on November 30, 2024, expressed as a proportion of each vesting period. (9)Present value of benefits payable immediately if triggering event occurred on November 30, 2024. The amounts are calculated based on the 2024 FAS disclosure discount rate of 5.45%, the Generational MILES (Mercer Industry Longevity Experience Study) white collar mortality table for the Consumer Goods and Food & Drink industry for healthy mortality with mortality improvement scale based on the Social Security Administration’s expectations of future mortality improvement. For disability benefits, the RP-2014 generational sex distinct disabled mortality tables with adjustments to remove projections after 2006 (the central year of the mortality table) and the same mortality improvement scale referenced above for healthy participants was used. Because the Change in Control benefits payable from the SERP are payable as a lump sum, post-retirement mortality for those benefits was based on 417(e) unisex mortality, which was also used for the portion of the Pension Plan benefit assumed to be paid as a lump sum. See the narrative to the “Retirement Benefits” table above for a discussion of the payment formulae upon the various termination events. The mortality assumptions used for the Pension Plan are consistent with those used for financial disclosure purposes with the exception that the “no collar” version of the MILES table was used for financial disclosure purposes for the entire Pension Plan population. The “white collar” version of this table was used for the SERP in order to better reflect the expected longevity of the executive population, and therefore this table was also used to measure the Pension Plan Liabilities for the executives to provide consistent values (and expected longevity) for executives with both Pension Plan and SERP benefits. (10)Present value of benefits payable immediately if triggering event occurred on November 30, 2024. The amounts are calculated based on the 2024 FAS disclosure discount rate of 5.41%, the Generational MILES (Mercer Industry Longevity Experience Study) white collar mortality table for the Consumer Goods and Food & Drink industry for healthy mortality with mortality improvement scale based on the Social Security Administration’s expectations of future mortality improvement. For disability benefits, the RP-2014 generational sex distinct disabled mortality tables with adjustments to remove projections after 2006 (the central year of the mortality table) and the same mortality improvement scale referenced above for healthy participants was used. Because the Change in Control benefits payable from the SERP are payable as a lump sum, post-retirement mortality for those benefits was based on 417(e) unisex mortality, which was also used for the portion of the Pension Plan benefit assumed to be paid as a lump sum. See the narrative to the “Retirement Benefits” table above for a discussion of the payment formulae upon the various termination events. The mortality assumptions used for the SERP are consistent with those used for financial disclosure purposes. (11)The amount shown is an estimated annual benefit paid to the Named Executive Officer in the event that he becomes totally and permanently disabled. The amounts are calculated on the amount in excess of the IRS Limit. The amounts set forth in the table above assume the executives’ current base salary and one-half of the maximum Social Security offset, as applicable.

  128. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with SEC rules, companies are required to disclose the ratio of the annual total compensation of their CEO to the median of the annual total compensation of their other employees. The annual total compensation of our median employee (other than the CEO) for 2024 was $45,444. As disclosed in the Summary Compensation Table above, Mr. Foley's annual total compensation was $10,849,622 for 2024. As a result, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 238 to 1 for fiscal 2024. Given our geographic footprint outside of the United States, the table below also includes the ratio based on a median employee identified from our U.S. employee population only. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the annual compensation of our median employee is as follows:

  129. CEO Pay Ratio Disclosure

    | Median Employee Globally | 238:1 | | Median Employee in the United States | 134:1 |

  130. CEO Pay Ratio Disclosure

    In order to identify the median employee, the following methodology was used: As of September 1, 2024, we collected data for all full- and part-time employees globally using total cash compensation as our consistently applied compensation measure. We excluded 310 employees from 2 countries under the SEC's de minimis exemption.(1) Pay was annualized for employees hired during the period and international employee pay was converted to U.S. dollars using the applicable exchange rates as of September 1, 2024. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described above. It should not be used as a basis for comparison between companies, as geographic footprint and methodology may vary. (1)The countries and number of employees excluded from the calculation are as follows: Turkey (168) and South Africa (142).

  131. CEO Pay Ratio Disclosure

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  132. CEO Pay Ratio Disclosure

    The tables and related disclosure below shows (i) the "total compensation" of our principal executive officers ("PEOs") and our other Named Executive Officers ("NEOs") as presented in the Summary Compensation Table ("SCT"), (ii) the compensation actually paid ("CAP") (as defined by the SEC in Item 402(v) of Regulation S-K under the Exchange Act) to our PEOs and our other Named Executive Officers, (iii) certain financial performance measures for the years shown in the table and (iv) the relationship of CAP to those financial performance measures. For purpose of this discussion, individuals holding the role of CEO for all or part of the year are identified as our PEO; any other NEO not reported as a PEO in a given year are referred to as our "Non-PEO NEOs." This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our CHCC evaluates compensation decisions in light of company or individual performance. For discussion of how our CHCC seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” beginning on page 28.

  133. CEO Pay Ratio Disclosure

    | Year | Summary Compensation Table Total for PEO 1 ($)(1,2) | Summary Compensation Table Total for PEO 2 ($)(1,3) | Compensation Actually Paid to PEO 1 ($)(1,2) | Compensation Actually Paid to PEO 2 ($)(1,3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1,2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1,3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(6) | Net Sales (millions)(7) | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2024 | | 10,849,622 | | 14,073,356 | 4,083,597 | 5,928,406 | 90.40 | 115.59 | 788.5 | 6,723.7 | | 2023 | 12,602,133 | 5,213,172 | 3,371,205 | 2,570,129 | 3,203,326 | 1,527,322 | 73.08 | 110.54 | 680.6 | 6,662.2 | | 2022 | 10,426,035 | — | 12,878,229 | — | 2,797,114 | 3,330,052 | 94.13 | 125.43 | 682.0 | 6,350.5 | | 2021 | 12,718,656 | — | 11,236,619 | — | 3,654,687 | 2,867,886 | 93.23 | 102.80 | 755.3 | 6,317.9 |

  134. CEO Pay Ratio Disclosure

    (1)Our PEOs and Non-PEO NEOs included in these columns reflect the following individuals:

  135. CEO Pay Ratio Disclosure

    | Year | PEO 1 | PEO 2 | Non-PEO NEOs | | 2024 | N/A | Brendan M. Foley | Lawrence E. Kurzius, Michael R. Smith, Andrew Foust, Sarah J. Piper, Jeffery D. Schwartz. | | 2023 | Lawrence E. Kurzius | Brendan M. Foley | Michael R. Smith, Sarah J. Piper, Jeffrey D. Schwartz, and Malcolm Swift* | | 2022 | Lawrence E. Kurzius | N/A | Brendan Foley, Michael R. Smith, Jeffrey D. Schwartz, and Malcolm Swift | | 2021 | Lawrence E. Kurzius | N/A | Brendan Foley, Michael R. Smith, Jeffrey D. Schwartz, and Malcolm Swift |

  136. CEO Pay Ratio Disclosure

    *Mr. Swift is McCormick's former Executive Vice President, Global Flavor Solutions and Chief Administrative Officer, who retired November 30, 2023. (2)Amounts reflect the total compensation reported in the "Total" column of the Summary Compensation Table ("SCT") for each corresponding year. Amounts presented for Non-PEO NEOs are averages for the entire group in each respective year. (3)CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the SCT:

  137. CEO Pay Ratio Disclosure

    | Adjustments | 2024 | | 2023 | | | 2022 | | 2021 | | | | PEO 2 | Other NEOs | PEO 1 | PEO 2 | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | Summary Compensation Table Total | 10,849,622 | 4,083,597 | 12,602,133 | 5,213,172 | 3,203,326 | 10,426,035 | 2,797,114 | 12,718,656 | 3,654,687 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (7,500,031) | (2,420,035) | (8,600,100) | (2,400,038) | (1,637,543) | (8,600,079) | (1,875,060) | (8,100,060) | (1,775,028) | | (Minus): Change in Pension Value and Nonqualified Deferred Compensation Earnings | — | (124,701) | — | — | — | — | — | — | (17,929) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 9,868,682 | 2,813,214 | 8,529,636 | 2,380,372 | 1,713,878 | 11,452,002 | 2,471,456 | 10,632,565 | 2,330,001 |

  138. CEO Pay Ratio Disclosure

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  139. CEO Pay Ratio Disclosure

    | Adjustments | 2024 | | 2023 | | | 2022 | | 2021 | | | | PEO 2 | Other NEOs | PEO 1 | PEO 2 | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 440,178 | 542,635 | (7,061,003) | (2,132,749) | (1,403,651) | (823,463) | (157,121) | (4,595,379) | (1,457,737) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 515,192 | — | — | — | — | — | — | — | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 414,906 | 518,504 | (2,099,461) | (490,628) | (348,688) | 423,734 | 93,663 | 580,837 | 133,892 | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | — | — | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid | 14,073,356 | 5,928,406 | 3,371,205 | 2,570,129 | 1,527,322 | 12,878,229 | 3,330,052 | 11,236,619 | 2,867,886 |

  140. CEO Pay Ratio Disclosure

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the SCT of this proxy statement.

  141. CEO Pay Ratio Disclosure

    | | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | | Restricted Stock Units | | | | | Stock Price | $64.83 - $78.41 | $64.83 - $85.73 | $85.18 - $98.28 | | Performance Stock Units | | | | | Financial Metric Multiplier | 155%-200% | 200% | 200% | | TSR Realized Performance (Percentile) | 65P -71P | 29P - 42P | 24P - 42P | | Volatility | 21.9% - 23.1% | 24.1% - 25.3% | 21.8% - 26.9% | | Risk-Free Interest Rate | 4.1% -4.3% | 4.6% - 5.0% | 4.3% - 4.6% | | Stock Options | | | | | Expected Life | 7.0 -9.7 years | 4.0 - 7.8 years | 3.7 - 7.7 years | | Strike Price | $65.99 - $97.26 | $69.31 - $97.26 | $69.31 - $97.26 | | Volatility | 23.1% - 24.9% | 22.3% - 24.4% | 21.8% - 23.5% | | Dividend Yield | 2.2% - 2.6% | 1.8% - 2.6% | 1.5% - 1.8% | | Risk-Free Interest Rate | 4.0% - 4.3% | 3.4% - 4.3% | 2.3% - 3.7% | | Price-Vested Stock Options | | | | | Expected Life | 4.5 - 4.8 years | 3.7 - 4.4 years | 4.2 - 4.7 years | | Volatility | 22.1% | 24.7% | 23.0% | | Dividend Yield | 2.3% | 2.6% | 1.8% | | Risk-Free Interest Rate | 4.2% | 4.3% - 5.6% | 3.7% - 4.7% |

  142. CEO Pay Ratio Disclosure

    (4)Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company's common stock, for the period beginning on the last trading day of fiscal 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5)Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 500 Packaged Foods & Meats Sub Industry Index for the period beginning on the last trading day of fiscal 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. This is the industry index used for comparative purposes on the total return chart included in our Form 10-K. (6)The dollar amounts reported represent the GAAP net income reflected in the Company's audited financial statements for the applicable year. (7)Net Sales is reflected for each respective fiscal year and was selected as the Company's most important financial performance measure used to link CAP to PEOs and Non-PEO NEOs.

  143. CEO Pay Ratio Disclosure

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