DEF 14A of Mccormick & Co Inc, Feb 18, 2026

DEF 14A of Mccormick & Co Inc

Filed Feb 18, 2026 · FY20250000063754-26-000140

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 18, 2026 As we move into 2026, we are operating from a position of strength, with a solid foundation, and a clear focus on sustainable, profitable growth. | I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders to be held on Wednesday, April 1, 2026 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 2025 fiscal year. At McCormick, flavor is more than what we make — it’s who we are. Our purpose is to make life more flavorful and as we strive to be the world’s most trusted source of flavor, we remain committed to driving top tier financial results while focusing on impact that matters for our business. 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. Flavor makes food exciting, satisfying, and personal and the global demand for it remains strong. With our strong brands, effective strategies, and continued investment, we remain well positioned to deliver sustainable growth and profitability. •Performance – McCormick’s performance in 2025 demonstrated the strength and resilience of our business. We delivered differentiated volume-led sales growth and navigated a challenging cost environment to achieve operating profit growth for the full year, all while continuing to invest to drive future growth. At the end of 2025, our Board of Directors authorized a 6.7% increase in the quarterly dividend continuing our long history of returning cash to stockholders. •People – For 136 years, McCormick’s success has been powered by our people—a testament to our enduring Power of People principle. Our global team’s passion, commitment, and creativity continue to bring the best in flavor to millions of consumers around the world. The strength of our culture, built on collaboration, respect, and purpose, remains a key driver of our performance and long-term success. McCormick’s Board of Directors and leadership team continue to direct our strategy and set our course for growth. We are pleased that Richard Dierker and Gavin Hattersley recently joined our Board of Directors. Maritza Montiel and Tony Vernon will be retiring from our Board as of the Annual Meeting. Maritza has served as a director since 2015, and Tony has served as a director since 2017, and we sincerely appreciate their contributions and service 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. Proxy Summary

    Proxy Summary Director Highlights

  6. Proxy Summary

    | Director Highlights |

  7. Proxy Summary

    | 13 Directors | | 12 Independent | | 8 New Directors since 2015 | | 31% Female Directors | | 63 Average Age | | 8 Years Average Tenure |

  8. Proxy Summary

    | | ANNE L. BRAMMAN INDEPENDENT Age: 58 Director since 2020 Committees: | | MICHAEL A. CONWAY INDEPENDENT Age: 59 Director since 2015 Committees: n | | | RICHARD A. DIERKER INDEPENDENT Age: 46 Director since 2026 Committees: n | | | BRENDAN M. FOLEY CHAIRMAN Age: 60 Director since 2023 Committees: None | | GAVIN D. HATTERSLEY INDEPENDENT Age: 63 Director since 2026 Committees: n | | | MICHAEL D. MANGAN INDEPENDENT Age: 69 Director since 2007 Committees: n n | | | MARGARET M.V. PRESTON INDEPENDENT Age: 68 Director since 2003 Committees: | | GARY M. RODKIN INDEPENDENT Age: 73 Director since 2017 Committees: n | | | VALERIE L. SHEPPARD INDEPENDENT Age: 62 Director since 2024 Committees: n | | | JACQUES TAPIERO INDEPENDENT Age: 67 Director since 2012 Committees: n | | TERRY S. THOMAS INDEPENDENT Age: 56 Director since 2024 Committees: n | | | | | | | | | | Retiring from our Board as of our Annual Meeting of Stockholders on April 1, 2026 | | | | MARITZA G. MONTIEL INDEPENDENT Age: 74 Director since 2015 Committees: n | | W. ANTHONY VERNON INDEPENDENT Age: 70 Director since 2017 Committees: | | | |

  9. Proxy Summary

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

  10. Proxy Summary

    | Independence | | 92% |

  11. Proxy Summary

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

  12. Proxy Summary

    | Age | | | | 3 | 4 | 6 | | 45-58 | 59-64 | 65+ |

  13. Proxy Summary

    | Director Experience |

  14. Proxy Summary

    | Senior executive experience (e.g., CEO, COO, CFO) at a publicly traded multinational company | | | | 12 | | Consumer marketing experience, or a particular knowledge of the food industry | | | | 8 | | General management experience in international operations | | | | 13 |

  15. Proxy Summary

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

  16. Proxy Summary

    | 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 environmental, social and governance risks | | | | 13 |

  17. Proxy Summary

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

  18. Summary of Skills of Director Nominees

    Summary of Skills of Director Nominees

  19. 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 environmental, social and governance risks | • | • | • | • | • | • | • | • | • | • | • |

  20. Summary of Skills of Director Nominees

    | 12 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  21. Director Skills Narrative

    Director Skills Narrative

  22. Director Skills Narrative

    | ANNE L. BRAMMAN | | | | Age: 58 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 Held during the Past 5 Years: •Morningstar Inc. (current) | | | | 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 from June 2023 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. Ms. Bramman currently serves on the board of directors of Morningstar Inc. (NASDAQ: MORN). | |

  23. Director Skills Narrative

    | MICHAEL A. CONWAY | | | | Age: 59 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 Held during the Past 5 Years: •Versant Media Group, Inc. (current) | | | | 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) senior executive responsibility 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 from April 2024 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. Mr. Conway currently serves on the board of directors of Versant Media Group, Inc. (NASDAQ: VSNT). | |

  24. Director Skills Narrative

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 13 |

  25. Director Skills Narrative

    | RICHARD A. DIERKER | | | | Age: 46 Director since: 2026 Independent Committees: •Audit | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Merger, Acquisition and/or Joint Venture Experience | •Management Experience in International Operations •Executive Experience at Publicly Traded Company | | | Other Public Company Directorships Held during the Past 5 Years: •Church & Dwight Co. Inc. (current) | | | | Mr. Dierker's qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) merger, acquisition and/or joint venture experience, (iii) general management experience in international operations, and (iv) senior executive responsibility for a global consumer packaged goods business. Since April 2025, Mr. Dierker has served as the President, Chief Executive Officer and member of the Board of Directors at Church & Dwight Co., Inc. ("Church & Dwight")(NYSE: CHD), which manufactures and markets a broad portfolio of household, personal care and specialty products. Prior to his current position, Mr. Dierker held various roles at Church & Dwight, including: Executive Vice President and Head of Business Operations (March to April 2025); Executive Vice President, Chief Financial Officer, and Head of Business Operations (April 2022 to March 2025); and Executive Vice President and Chief Financial Officer (January 2016 to April 2022). Prior to January 2016, Mr. Dierker held various roles in finance, supply chain, financial planning and analysis and investor relations. Before joining Church & Dwight, Mr. Dierker held a senior financial management role at Alpharma, Inc., a global specialty pharmaceutical company, and various financial and business development leadership positions at Ingersoll-Rand Ltd., a diversified industrial manufacturer. | |

  26. Director Skills Narrative

    | BRENDAN M. FOLEY | | | | Age: 60 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 Held during the Past 5 Years: •Fortune Brands Innovations, Inc. (current) | | | | 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. Mr. Foley currently serves on the board of Fortune Brands Innovations, Inc. (NYSE FBIN). | |

  27. Director Skills Narrative

    | 14 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  28. Director Skills Narrative

    | GAVIN D. HATTERSLEY | | | | Age: 63 Director since: 2026 Independent Committees: •Compensation and Human Capital | | | | | Skills and Qualifications Highlights: | | | | •Strategic Leadership and Financial Literacy •Merger, Acquisition and/or Joint Venture Experience | •Management Experience in International Operations •Executive Experience at Publicly Traded Company | | | Other Public Company Directorships Held during the Past 5 Years: •Zoetis Inc. (current) •Molson Coors Beverage Company | | | | Mr. Hattersley's qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) merger, acquisition and/or joint venture experience, (iii) general management experience in international operations, and (iv) senior executive responsibility for a global consumer beverage business. Mr. Hattersley most recently served as President and Chief Executive Officer at Molson Coors Beverage Company, a position he held from September 2019 until his retirement in October 2025. Prior to his retirement, Mr. Hattersley served in a variety of executive roles, including: President and Chief Executive Officer of MillerCoors, where he lead the joint venture between SABMiller and Molson Coors through its acquisition and integration into Molson Coors (2016 to 2019); Chief Financial Officer and Executive Vice President of Miller Coors (2008 to 2015); and Chief Financial Officer of SABMiller (2002 to 2008). Earlier in his career, Mr. Hattersley held financial leadership roles with South African Breweries Ltd., Barloworld Ltd., one of South Africa’s largest industrial conglomerates, and as a Senior Auditor at Fisher Hoffman Sithole. Mr. Hattersley currently serves on the board of directors of Zoetis Inc. (NYSE: ZTS). | |

  29. Director Skills Narrative

    | MICHAEL D. MANGAN | | | | Age: 69 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 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. | |

  30. Director Skills Narrative

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 15 |

  31. Director Skills Narrative

    | MARGARET M.V. PRESTON | | | | Age: 68 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 Held during the Past 5 Years: •Otis Worldwide Corporation (current) | | | | 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

    | GARY M. RODKIN | | | | Age: 73 Director since: 2017 Independent Committees: •Compensation and Human Capital | | | | | 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 Held during the Past 5 Years: •Simon Property Group, Inc. (current) | | | | 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. | |

  33. Director Skills Narrative

    | 16 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  34. Director Skills Narrative

    | VALARIE L. SHEPPARD | | | | Age: 62 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 Held during the Past 5 Years: •Ibotta Inc. (current) •Sovos Brands, 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 Interim Chief Financial Officer of Ibotta, Inc., a leading provider of digital promotions for consumer packaged goods brands, from March to September 2025 while the company recruited a new CFO. Earlier Ms. Sheppard served as 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 served on the board of directors of various companies and currently serves on the board of Ibotta Inc. (NYSE: IBTA). | |

  35. Director Skills Narrative

    | JACQUES TAPIERO | | | | Age: 67 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 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). | |

  36. Director Skills Narrative

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 17 |

  37. Director Skills Narrative

    | TERRY S. THOMAS | | | | Age: 56 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 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. Since August 2023, he has served 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

    | 18 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  39. Director Skills Narrative

    Board Leadership

  40. 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 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.

  41. Board of Directors

    | 22 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  42. 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.

  43. 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, 2025:

  44. Compensation of Directors*

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Total ($) | | Anne L. Bramman | 125,000 | 170,027 | — | 295,027 | | Michael A. Conway | 100,000 | 170,027 | — | 270,027 | | Richard A. Dierker(4) | — | — | — | — | | Gavin D. Hattersley(5) | — | — | — | — | | Lawrence E. Kurzius(6) | 25,000 | 396,000 | — | 421,000 | | Patricia Little(7) | 25,000 | — | — | 25,000 | | Michael D. Mangan | 130,000 | 170,027 | — | 300,027 | | Maritza G. Montiel | 100,000 | 170,027 | — | 270,027 | | Margaret M.V. Preston | 120,000 | 170,027 | — | 290,027 | | Gary M. Rodkin | 100,000 | 170,027 | — | 270,027 | | Valarie Sheppard | 100,000 | 170,027 | — | 270,027 | | Jacques Tapiero | 100,000 | 170,027 | — | 270,027 | | Terry S. Thomas | 100,000 | 170,027 | — | 270,027 | | W. Anthony Vernon | 120,000 | 170,027 | — | 290,027 |

  45. Compensation of Directors*

    * 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 2025. Mr. Foley's compensation for fiscal 2025 is set forth below under "Compensation of Executive Officers".

  46. Compensation of Directors*

    | 24 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  47. Compensation of Directors*

    Compensation of Directors (1)Amounts shown include fees deferred at the election of the director, pursuant to the Company's Non-Qualified Retirement Savings Plan, as follows: Ms. Bramman – $125,000; Ms. Preston - $120,000; and Mr. Tapiero – $100,000. (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) 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 2025 financial statements in our Annual Report on Form 10-K for the fiscal year ended November 30, 2025. (3)Amounts shown include RSUs granted in 2025 and deferred at the election of the following directors: Ms. Bramman - $170,027, Ms. Montiel - $170,027 and Ms. Preston - $170,027. (4)Mr. Dierker did not earn any compensation as a non-management director in fiscal 2025 as he did not become a member of the Board of Directors until February 1, 2026. (5)Mr. Hattersley did not earn any compensation as a non-management director in fiscal 2025 as he did not become a member of the Board of Directors until February 1, 2026. (6)Mr. Kurzius retired from the Board as of the Annual Meeting of Stockholders held on March 26, 2025. Mr. Kurzius's compensation includes the customary retainer fee for directors in the first quarter of 2025 as well as an RSU grant made on December 2, 2024, scaled at one-quarter of the value of his fiscal 2024 equity award received as Executive Chairman. (7)Ms. Little retired from the Board as of the Annual Meeting of Stockholders held on March 26, 2025.

  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 2025 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 $20,000. In addition, in fiscal 2025, non-management directors also received an annual RSU grant in whole shares approximating the value of $170,000. The RSUs vest in full on February 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 RSUs vest and any previously awarded outstanding stock options become fully exercisable 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

    | 26 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  50. PROPOSAL 1 Election of Directors

    PROPOSAL 1 Election of Directors

  51. Director Nominees

    Director Nominees 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. Ms. Montiel and Mr. Vernon are not standing for re-election to the Board.

  52. 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. With respect to our performance-based incentives: •Annual incentive awards in respect of fiscal 2025 performance were earned at 40.4% of target by Mr. Foley, Mr. Gabriel, Mr. Schwartz, and Ms. Piper. Mr. Foust's incentive award was earned at 35.3% of target. •Long-Term Performance Plan (LTPP) PSU awards for the period from December 2022 through November 2025 vested, in aggregate, at 142.5% of target (or 47.5% of the maximum opportunity); •Value Creation Acceleration ("VCAP") stock option grants made in November 2020 were forfeited due to the threshold performance goal not being achieved; and •as of the Record Date, stock options granted since March 2019 remain underwater. In fiscal 2025, 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 CHCC in respect of fiscal 2025 are summarized below.

  53. Overview of Named Executive Officers

    Overview of Named Executive Officers The following table shows the names, ages and experience of the Named Executive Officers in the Summary Compensation Table.

  54. Overview of Named Executive Officers

    | Name | Principal Position | | Brendan M. Foley Age 60 | Chairman, President, and Chief Executive Officer (January 2025 to present), President & Chief Executive Officer (September 2023 to December 2024), President & Chief Operating Officer (2022 to 2023), President, Global Consumer, Americas and Asia (2020 to 2022), and President, Global Consumer and Americas (2017 to 2020), McCormick & Company, Incorporated | | Marcos M. Gabriel Age 54 | Executive Vice President and Chief Financial Officer (December 2024 to present), Senior Vice President, Global Finance & Capital Markets (March 2024 - November 2024); Senior Vice President, Finance & Global Business Services (July 2023 to February 2024), Chief Transformation Officer (August 2020 to June 2023), Chief Financial Officer, Americas (August 2017 to July 2020), McCormick & Company, Incorporated. | | Andrew Foust Age 45 | President, Americas (2021 to present); President, U.S. Consumer Products Division (2018 to 2021), McCormick & Company, Inc., General Manager - McCormick Canada (2016 to 2018) | | Sarah J. Piper Age 49 | Chief Human Relations Officer (2022 to present), Senior Vice President, Global Human Relations Business Partners (2022), Vice President Human Relations Americas (2020 to 2022), Vice President, Total Rewards (2017 to 2020), McCormick & Company, Incorporated | | Jeffery D. Schwartz Age 56 | Vice President, General Counsel & Secretary (2014 to present); McCormick & Company, Incorporated |

  55. Named Executive Officer Compensation

    Named Executive Officer Compensation The CHCC approved adjustments to the compensation levels for the Named Executive Officers effective during fiscal 2025. For existing Named Executive Officers, the adjustments equated to increases in target total compensation ranging from 2.9% to 21.9% relative to fiscal 2024 . Increases were primarily delivered via target equity award values, which provide alignment to our stock price and in the case of PSUs, are earned based on performance against pre-established goals. The higher increases were approved for more recently promoted Named Executive Officers to better position their target total compensation relative to Market Group median practices following strong performance in role since their respective promotions.

  56. Long-Term Incentives

    Long-Term Incentives The CHCC also approved two changes to how long-term incentive awards are made, starting in fiscal 2025. Firstly, the grant of long-term incentive awards was consolidated to a single date in February, where previously LTPP awards were made in December and time-vested awards were made in March. This was to enable more holistic communications on total rewards and provide additional time to align on performance goals applicable to LTPP awards. Secondly, executive officers' fiscal 2025 target awards were made in an equal mix of PSUs and restricted stock units (RSUs), rather than PSUs and stock options. This change was made against a backdrop of prolonged macro-economic uncertainty and market volatility, which have contributed to stock options being a less effective program incentive element. The CHCC believes that RSUs continue to provide alignment with absolute stock price performance and the interests of our stockholders, while improving the competitiveness of our executive compensation program in accordance with our philosophy and principles.

  57. 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 2025 | YES. Management and WTW assessed the Company’s compensation policies and practices in fiscal 2025 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 restricted stock units (or stock options in prior years). | | | 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 2025 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. | |

  58. Overview of Our Executive Compensation Program for Fiscal 2025

    Overview of Our Executive Compensation Program for Fiscal 2025 During fiscal 2025, the primary elements of compensation earned by each of our Named Executive Officers consisted of base salary, an annual incentive cash payment, and annual long-term incentive awards in the form of PSUs and RSUs, collectively referred to as target total compensation. In addition, a limited number of personal benefits and retirement benefits are provided, with three 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.

  59. OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM FOR FISCAL 2025

    | | 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, sales volume mix, and McCormick Profit (defined as adjusted operating income growth, adjusted for working capital charges and currency impact). | | Long-Term Incentive Plan | Performance Stock Units | 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. | | | Restricted Stock Units | 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. | | Retirement Benefits | Pension Plan (Defined Benefit) and 401(k) Retirement Plan (Defined Contribution) | Provide retirement income for employees. | •Tax qualified defined benefit pension plan (closed and frozen on December 1, 2018) in which many of our US employees, including some of our Named Executive Officers, are eligible to participate. Plan formula is based on age, years of service, and cash compensation. •The Company provides a match in the defined contribution 401(k) plan of up to 5% of eligible compensation and a 3% profit sharing contribution. |

  60. Market Data

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

  61. 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 |

  62. 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, the CHCC approved the removal of Monster Beverage Corporation from both the Market and Peer Groups due to significant differences in their business operations, their co-CEO model, their ownership structure and their market capitalization relative to McCormick. The groups approved for fiscal 2025 were as follows:

  63. Market Data

    | Market Group Only | Market and Peer Groups | Peer Group Only | | Brown-Forman Corporation* | The Campbell's Company | Kraft Heinz Company** | | Constellation Brands Inc.* | Church & Dwight Co., Inc. | Mondelēz International** | | Molson Coors Beverage Company* | The Clorox Company | Tyson Foods, Inc.** | | | ConAgra Brands, Inc. | | | | Flowers Foods, Inc. | | | *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 | | | | Kellanova | | | | Keurig Dr. Pepper, Inc. | | | | Lamb Weston Holdings, Inc. | | | | Post Holdings, Inc. | | | | TreeHouse Foods, Inc. | | | | W.K. Kellogg Co. | |

  64. Market Data

    At the time of approval, McCormick was ranked at the 34th percentile on revenue, the 56th percentile on market capitalization, and the 59th percentile on headcount relative to the Market Group.

  65. Market Data

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 33 |

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

    1.Annual Cash Compensation and Long-Term Incentives

  67. 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.

  68. Annual Performance-Based Incentive Compensation

    | Name | Target Annual Incentive Opportunity (% of Salary) | Prior Target Annual Incentive Opportunity (% of Salary) | | Brendan M. Foley(1) | 155% | 150% | | Marcos M. Gabriel(2) | 90% | — | | Andrew D. Foust | 90% | 80% | | Sarah J. Piper | 80% | 80% | | Jeffery D. Schwartz | 85% | 85% |

  69. Annual Performance-Based Incentive Compensation

    (1)Mr. Foley's Target Annual Incentive Opportunity was increased from 150% to 155% during fiscal 2025. (2)Mr. Gabriel's Target Annual Incentive for fiscal 2024 is not included because he was not a Named Executive Officer. On appointment as Chief Financial Officer, Mr. Gabriel's Target Annual Incentive Opportunity was set at 80%. Following a review during fiscal 2025, the CHCC approved an increase to 90%.

  70. Annual Performance-Based Incentive Compensation

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  71. Annual Performance-Based Incentive Compensation

    As in prior years, for fiscal 2025 the performance metrics approved reflect the role and responsibilities of each executive officer. Beginning in 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.

  72. Annual Performance-Based Incentive Compensation

    | Named Executive Officer Population | Named Executive Officers | Fiscal 2025 Performance Factors and Weightings | | Enterprise responsibility | Brendan M. Foley Marcos M. Gabriel 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 D. Foust | 50% Adjusted EPS* 35% Americas Profit 7.5% Americas Sales Volume Growth 7.5% Americas Net Sales |

  73. Annual Performance-Based Incentive Compensation

    * The CHCC approved the definition of “Adjusted EPS” for fiscal 2025, 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 2025 fiscal year, except that the formulation of "Adjusted EPS" used by the CHCC was determined on a constant currency basis with certain additional adjustments based upon employee incentive payment decisions, among other factors, while the formulation used in the Form 10-K for the 2025 fiscal year was determined on a reported currency basis. As a result, Adjusted EPS growth as used by the CHCC was lower 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. 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 Adjusted EPS, McCormick Profit (which is operating profit adjusted by a charge for working capital), Americas Profit (which is operating profit for the Americas region adjusted by a charge for working capital), sales volume 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 and below the target payouts for fiscal 2025. The following table summarizes the fiscal 2025 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 10.88%, anticipating that this would place McCormick among the highest performers in its Peer Group. Actual Adjusted EPS growth for the year equated to 1.36% which resulted in a payout of 48.7% of target for this portion of the annual incentive.

  74. Annual Performance-Based Incentive Compensation

    | | Adjusted EPS Metric | Payout | | Threshold | Equal to prior year | 30% | | Target | +5.10% | 100% | | Maximum | +10.88% | 200% | | Fiscal 2025 Actual | +1.36% | 48.7% |

  75. 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 2025 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.

  76. Annual Performance-Based Incentive Compensation

    | 36 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  77. 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 | 155% | 40% | 62% | 168% | | Marcos M. Gabriel** | 70% Adjusted EPS 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 90% | 40% | 36% | | | Andrew D. Foust | 50% Adjusted EPS 35% Americas Profit 7.5% Americas Sales Volume Growth 7.5% Americas Net Sales | 90% | 35% | 32% | 82% | | Sarah J. Piper | 70% Adjusted EPS 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 80% | 40% | 32% | 90% | | Jeffery D. Schwartz | 70% Adjusted EPS 21% Global McCormick Profit 4.5% Global Sales Volume Growth 4.5% Global Net Sales | 85% | 40% | 34% | 95% |

  78. Annual Performance-Based Incentive Compensation

    * The fiscal 2025 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. Gabriel's Actual Annual Incentive for fiscal 2024 is not included because he was not a Named Executive Officer. The CHCC approved an increase in Mr. Gabriel's Target Annual Incentive Opportunity during fiscal 2025 which was in effect for the full year.

  79. 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. In fiscal 2025, the CHCC approved a change in the equity mix, with awards made as an equal mix of PSUs and time-vested restricted stock units, both additionally subject to service conditions. Grants were also consolidated to a single grant date in February 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.

  80. 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. Awards are issued in PSUs, and we determine the number of PSUs to grant by dividing the approved target cash value by the grant date fair value. The resulting number of PSUs is rounded up to the nearest whole number. PSUs 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 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 and other participants 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 value over the long-term and are therefore important indicators of the performance of our top executives. The three-year

  81. Performance Stock Units

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  82. Performance Stock Units

    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 outstanding stock options. In fiscal 2025, there were three active award cycles in this program, one of which ended on November 30, 2025. They are: •December 1, 2022 – November 30, 2025 (fiscal 2023-2025) – completed •December 1, 2023– November 30, 2026 (fiscal 2024-2026) – active cycle •December 1, 2024 – November 30, 2027 (fiscal 2025-2027) – active cycle As previously disclosed, following the completion of Kellogg Company's separation into two independently traded businesses, the CHCC retained Kellogg Company in the Market and Peer Groups through the date of separation, and considered Kellanova performance from that point forward. Given the timing of the separation, of the three active cycles, this only impacted the fiscal 2023-2025 award. In respect of the fiscal 2023-2025 award, the CHCC approved a payment of 142.5%, based on the cumulative net sales growth of 8.7% (1.7 percentage points above the target performance goal of 7%), and McCormick's three-year TSR ranking at the 70th percentile relative to our Peer Group (resulting in no modifier impact on the award amounts).

  83. 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% |

  84. Performance Stock Units

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

  85. Performance Stock Units

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

  86. Performance Stock Units

    | | FY2025–2027 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Three Positions | = | 50% | | Threshold | 3.0% | 25th Percentile | = | 75% | | Maximum | 11.0% | 75th Percentile and above | = | 125% | | | | Top Three Positions | = | 150% |

  87. Performance Stock Units

    | 38 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  88. Performance Stock Units

    If earned, the stock award under the remaining active cycles will be paid no later than the end of February 2027 and February 2028, respectively. To set appropriately challenging cumulative net sales goals for the LTPP, the CHCC looks externally at various Peer Group financial metrics, 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:

  89. Performance Stock Units

    | | Earned Achievement Percent | | | Performance Cycle | Sales Growth | Relative TSR modifier | | FY21-23 | 200% | 75% | | FY22-24 | 155% | 100% | | FY23-25 | 142.5% | 100% |

  90. Restricted Stock Units

    Restricted Stock Units Named Executive Officers also received an award of RSUs in February 2025, a change from stock options which were awarded in fiscal 2024. We determined the number of RSUs to grant by dividing the target cash value by the grant date fair value. The resulting number of RSUs was rounded up to the nearest whole number. The CHCC believes RSUs provide alignment between pay and performance through their connection to stock price, enhance the competitiveness of our program in an uncertain macroeconomic environment and accordingly align the interests of stockholders and management.

  91. 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. The vesting of options was subject to service and stock price hurdle conditions over periods of up to five years. The stock price performance objectives were not achieved by the end of the five-year performance period on November 30, 2025, and therefore, the awards were not earned and have been cancelled.

  92. 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

  93. Severance Benefits

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 39 |

  94. Severance Benefits

    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.

  95. Performance-Based Compensation and Risk

    Performance-Based Compensation and Risk The CHCC considers risk as well as motivation when establishing performance criteria. During fiscal 2025, 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.

  96. 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 2025, and each of the other three most highly compensated executive officers of McCormick who were executive officers of McCormick as of the end of fiscal 2025.

  97. 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(5) Chairman, President and Chief Executive Officer | 2025 | 1,139,084 | 8,600,105 | — | 720,130 | — | 372,262 | 10,831,581 | | | 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 | | Marcos M. Gabriel(6) Executive Vice President and Chief Financial Officer | 2025 | 650,000 | 1,700,074 | — | 236,340 | — | 152,903 | 2,739,317 | | Andrew D. Foust(7) President, Americas | 2025 | 634,615 | 1,300,123 | — | 206,505 | — | 179,193 | 2,320,436 | | | 2024 | 588,461 | 500,033 | 500,010 | 493,788 | 28,377 | 164,368 | 2,275,038 | | Sarah J. Piper Chief Human Relations Officer | 2025 | 569,519 | 1,000,065 | — | 185,840 | 196 | 171,555 | 1,927,175 | | | 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 | 2025 | 683,846 | 1,850,102 | — | 236,946 | 4,438 | 174,939 | 2,950,272 | | | 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 |

  98. 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 2025, 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)The amounts reported in the Summary Compensation Table for the performance based awards assume a future payout at the target level, which we believe is the probable outcome of the performance conditions at the time of grant. However, this may not represent the amounts the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value with respect to these performance-based awards will depend on our cumulative sales growth and TSR performance and the Named Executive Officer's continued employment. If our performance results in a future payout at the maximum level (200% of target), the aggregate grant date fair value of the performance based stock awards granted in fiscal 2025 (at 300% max) would have been as follows: Mr. Foley, $12,900,132; Mr. Gabriel, $2,550,177; Mr. Foust, $1,950,176; Ms. Piper, $1,500,118; and Mr. Schwartz, $2,775,206. (3)Amounts represent the actuarial change in the present value of the Named Executive Officer’s benefit under our defined benefit pension plan. 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 and Mr. Gabriel are not eligible for the Pension Plan. The total pension value changes for the Named Executive Offer’s benefits under the defined benefit pension plan were positive for 2025: for Ms. Piper $196, and for Mr. Schwartz $4,438 and negative for Mr. Foust ($694). (4)Amounts shown for fiscal 2025 are made up of the following:

  99. 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 | | Brendan M. Foley | $22,000 | $17,000 | $15,000 | $1,107 | $17,500 | $209,056 | $90,599 | | Marcos M. Gabriel | $22,000 | $17,000 | $12,000 | $1,107 | $17,500 | $52,257 | $31,039 | | Andrew D. Foust | $22,000 | $17,000 | $15,000 | $1,107 | $17,500 | $72,042 | $34,544 | | Sarah J. Piper | $22,000 | $17,000 | $15,000 | $1,107 | $17,500 | $66,549 | $32,398 | | Jeffery D. Schwartz | $22,000 | $17,000 | — | $1,107 | $17,500 | $76,960 | $40,372 |

  100. Summary Compensation Table

    * See discussion below under “Non-Qualified Deferred Compensation.”

  101. Summary Compensation Table

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 43 |

  102. Summary Compensation Table

    Grants of Plan-Based Awards (5)Mr. Foley's gross compensation, including equity awards was adjusted to reflect his appointment to Chief Executive Officer in September 2024. (6)Mr. Gabriel's compensation information is not included for fiscal 2023 and fiscal 2024 because he was not a named executive officer (or Section 16 officer) until fiscal 2025 (7)Mr. Foust's compensation information is not included for fiscal 2023 because he was not a Named Executive Officer (or Section 16 officer) until fiscal 2024.

  103. 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 2025.

  104. 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 (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($)(3) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brendan M. Foley | — | 534,750(1) | 1,782,500(1) | 3,565,000(1) | — | — | — | — | — | | | 2/7/2025 | — | — | — | 13,916(2)(3) | 55,664(3) | 166,992(3) | — | 4,300,044(4) | | | 2/7/2025 | — | — | — | — | — | — | 57,549 | 4,300,139(5) | | Marcos M. Gabriel | — | 175,500(1) | 585,000(1) | 1,170,000(1) | — | — | — | — | — | | | 2/7/2025 | — | — | — | 2,751(2)(3) | 11,004(3) | 33,012(3) | — | 850,059 | | | 2/7/2025 | — | — | — | — | — | — | 11,376 | 850,092(5) | | Andrew D. Foust | — | 175,500(1) | 585,000(1) | 1,170,000(1) | — | — | — | — | — | | | 2/7/2025 | — | — | — | 2,104(2)(3) | 8,415(3) | 25,245(3) | — | 650,059(4) | | | 2/7/2025 | — | — | — | — | — | — | 8,700 | 650,141(5) | | Sarah J. Piper | — | 138,000(1) | 460,000(1) | 920,000(1) | — | — | — | — | — | | | 2/7/2025 | — | — | — | 1,619(2)(3) | 6,473(3) | 19,419(3) | — | 500,039(4) | | | 2/7/2025 | — | — | — | — | — | — | 6,692 | 500,103(5) | | Jeffery D. Schwartz | — | 175,950(1) | 586,500(1) | 1,173,000(1) | — | — | — | — | — | | | 2/7/2025 | — | — | — | 2,994(2)(3) | 11,975(3) | 35,925(3) | — | 925,069(4) | | | 2/7/2025 | — | — | — | — | — | — | 12,380 | 925,111(5) |

  105. Grants of Plan-Based Awards

    (1)Amounts shown represent the threshold, target and maximum amounts that could have been earned for fiscal 2025 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 2025 “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 FY2025-FY2027 LTPP cycle, including the maximum TSR modifier. (4)Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the FY2025-FY2027 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 2025 financial statements. (5)Amounts shown represent the grant date fair value of RSU awards granted for each Named Executive Officer. For a discussion of the assumptions used in determining these values, see Note 11 to our 2025 financial statements.

  106. Grants of Plan-Based Awards

    | 44 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  107. Grants of Plan-Based Awards

    Outstanding Equity Awards at Fiscal Year-End

  108. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by each Named Executive Officer as of November 30, 2025.

  109. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Equity Incentive Plan Awards: Number of Unearned LTPP Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned LTPP Shares That Have Not Vested ($)(4)(5) | Grant Date | Equity Incentive Plan Awards: Number of Unearned RSUs That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned RSU Shares That Have Not Vested ($)(5) | | Brendan M. Foley | | | | | | 02/07/25 | 111,328(3) | 7,512,413 | 02/07/25 | 57,549(6) | 3,883,407 | | | 03/27/24 | 66,631 | 133,263 | 76.03 | 3/27/2034(1) | 12/01/23 | 115,208(4) | 7,774,236 | | | | | | 03/29/23 | 41,344 | 20,672 | 81.79 | 3/29/2033(2) | | | | | | | | | 03/30/22 | 45,168 | 0 | 97.26 | 3/30/2032 | | | | | | | | | 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 | | | | | | | | Marcos M. Gabriel | | | | | | 02/07/25 | 22,008(3) | 1,485,100 | 02/07/25 | 11,376(6) | 767,652 | | | 03/27/24 | 2,443 | 4,887 | 76.03 | 3/27/2034(1) | 12/01/23 | 5,378(4) | 362,907 | 03/27/24 | 1,260(7) | 85,025 | | | 03/29/23 | 1,938 | 969 | 81.79 | 3/29/2033(2) | | | | 03/29/23 | 240(8 | 16,195 | | | 03/30/22 | 2,541 | 0 | 97.26 | 3/30/2032 | | | | | | | | | 03/31/21 | 3,064 | 0 | 89.16 | 3/31/2031 | | | | | | | | | 04/01/20 | 2,264 | 0 | 69.31 | 4/1/2030 | | | | | | | | | 03/27/19 | 1,092 | 0 | 73.70 | 3/27/2029 | | | | | | | | Andrew D. Foust | | | | | | 02/07/25 | 16,830(3) | 1,135,688 | 02/07/25 | 8,700(6) | 587,076 | | | 03/27/24 | 8,884 | 17,769 | 76.03 | 3/27/2034(1) | 12/01/23 | 15,362(4) | 1,036,628 | 03/29/23 | 533(9) | 35,967 | | | 03/29/23 | 4,306 | 2,154 | 81.79 | 3/29/2033(2) | | | | | | | | | 03/30/22 | 5,082 | 0 | 97.26 | 3/30/2032 | | | | | | | | | 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 | | | | | | | | Sarah J. Piper | | | | | | 02/07/25 | 12,946(3) | 873,596 | 02/07/25 | 6,692(6) | 451,576 | | | 03/27/24 | 7,551 | 15,104 | 76.03 | 3/27/2034(1) | 12/01/23 | 13,058(4) | 881,154 | | | | | | 03/29/23 | 12,920 | 6,460 | 81.79 | 3/29/2033(2) | | | | | | | | | 03/30/22 | 2,711 | 0 | 97.26 | 3/30/2032 | | | | | | | | | 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 | | | | | | 02/07/25 | 23,950(3) | 1,616,146 | 02/07/25 | 12,380(6) | 835,402 | | | 03/27/24 | 15,991 | 31,984 | 76.03 | 3/27/2034(1) | 12/01/23 | 27,650(4) | 1,865,822 | | | | | | 03/29/23 | 29,284 | 14,644 | 81.79 | 3/29/2033(2) | | | | | | | | | 03/30/22 | 36,134 | 0 | 97.26 | 3/30/2032 | | | | | | | | | 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 | 10,000 | 0 | 49.96 | 3/29/2026 | | | | | | |

  110. Outstanding Equity Awards at Fiscal Year-End

    (1)The remaining unvested stock options will vest in equal increments on March 27 of 2026 and 2027. (2)The remaining unvested stock options will vest on March 29, 2026.

  111. Outstanding Equity Awards at Fiscal Year-End

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 45 |

  112. Outstanding Equity Awards at Fiscal Year-End

    Option Exercises and Stock Vested in Last Fiscal Year (3)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 FY2025-FY2027 LTPP cycle because our fiscal 2025 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 2025. (4)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 cumulative sales performance for fiscal years 2025 and 2024 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 2025 and 2024 cumulatively. (5)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 28, 2025 (the last trading day of our fiscal year) of $67.48. (6)RSUs were granted on February 7, 2025 and will vest in equal increments on February 15 of 2026, 2027 and 2028. (7)Mr. Gabriel was granted 1,889 RSUs on March 27, 2024, 629 shares of which vested on March 15, 2025 with the remaining 1,260 shares to vest on March 15 of 2026 and 2027. See discussion above under "Compensation Discussion and Analysis". (8)Mr. Gabriel was granted 720 RSUs on March 29, 2023, 240 shares of which vested on each of March 15 of 2024 and 2025 with the remaining 240 shares to vest on March 15, 2026. See discussion above under "Compensation Discussion and Analysis". (9)Mr. Foust was granted 1,599 RSUs on March 29, 2023, 1066 shares of which vested on each of March 15 of 2024 and 2025, with the remaining 533 shares to vest on March 15, 2026. See discussion above under "Compensation Discussion and Analysis".

  113. 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 2025.

  114. 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 | 57,144 | 891,446 | 20,198 | 1,362,961 | | Marcos M. Gabriel | — | — | 2,963 | 213,520 | | Andrew D. Foust | — | — | 5,140 | 358,671 | | Sarah J. Piper | — | — | 6,525 | 442,999 | | Jeffery D. Schwartz | 30,000 | 888,600 | 14,307 | 965,436 |

  115. 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 FY2023-FY2025 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 $67.48, which was November 28, 2025 (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.

  116. Option Exercises and Stock Vested in Last Fiscal Year

    | | | | RSUs | | | | Name | LTPP Cycle FY23-FY25 | LTPP Cycle FY23-FY25 Value at FYE | Shares | Value Realized on Vesting | Actual Value Realized | | Brendan M. Foley | 20,198 | $1,362,961 | — | $— | $— | | Marcos M. Gabriel | 1,894 | $127,807 | 1,069 | $85,712 | $57,329 | | Andrew D. Foust | 4,209 | $284,023 | 931 | $74,648 | $49,872 | | Sarah J. Piper | 6,313 | $426,001 | 212 | $16,998 | $11,386 | | Jeffery D. Schwartz | 14,307 | $965,436 | — | $— | $— |

  117. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Effective January 1, 2000, McCormick adopted a deferred compensation plan, which was subsequently incorporated into a similar deferred compensation plan effective January 1, 2005 (collectively, the “DCP”), that allowed a limited number of management employees in the U.S., including each of the Named Executive Officers, to defer up to 80% of their base salary and up to 80% of their annual incentive each year. These percentages were chosen to provide maximum deferral flexibility while requiring sufficient non-deferral salary out of which federal withholding and certain other payroll-based items could be funded. McCormick made no contributions to the plan. Effective January 1, 2014, McCormick adopted a Defined Contribution Restoration Plan (“DCRP”), which provided deferred compensation for a select group of management employees (hired on or after January 1, 2012), including eligible Named Executive Officers. The plan restored benefits that would have accrued under the McCormick 401(k) Retirement Plan, but were restricted due to the limits on compensation imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code. Employees were not able to contribute to the DCRP. Annually, the Company made a profit sharing contribution to the participant’s account equal to 3% of eligible compensation in excess of the limits imposed by the Internal Revenue Service. On January 3, 2017, and in connection with the establishment of the Non-Qualified Retirement Savings Plan, a decision was made to freeze the current DCRP effective February 1, 2017. Company contributions to the DCRP vest in increments of 10% per year beginning when the participant reaches age 50 and is fully vested at age 60. Any unvested contributions are forfeited upon separation. If the separation is the result of a change in control, disability, death, constructive discharge or discharge by the Company without cause, the participant’s account balance is deemed to be vested. In most cases, the DCRP vested account balance is paid as a lump sum six months after the participant’s retirement or termination of employment. If the separation is a result of disability, change in control or death, the lump sum is paid upon separation. In light of the aforementioned freezing of the defined benefit pension plan, on January 3, 2017, McCormick adopted amendments to the DCP establishing a Non-Qualified Retirement Savings Plan (the “NQRSP”), effective February 1, 2017, to provide for additional retirement benefits for certain employees, including the Named Executive Officers. Under the NQRSP, certain management employees in the U.S., including the Named Executive Officers, may defer up to 80% of

  118. Non-Qualified Deferred Compensation

    | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement | 47 |

  119. Non-Qualified Deferred Compensation

    their total cash compensation (base salary and annual incentive bonus). Employees are permitted to elect separate deferral percentages for the amounts of such compensation up to the annual compensation limit established by the IRS for the 401(k) plan, currently $345,000 for 2025 (the “IRS Limit”) and the amounts of compensation in excess of the IRS Limit. Since 2018, McCormick makes a matching contribution to the deferred compensation account of eligible employees who defer compensation above the IRS Limit up to 4% of such amount for the 2018 calendar year and up to 5% of such amount thereafter. Additionally, employees, including the Named Executive Officers receive an annual contribution by McCormick into their deferred compensation account equal to 3% of the compensation amount in excess of the IRS Limit. In most cases, deferred amounts plus earnings in the NQRSP are paid upon the participant’s retirement or termination of employment. For deferrals made prior to 2005, upon a participant’s termination of employment, the plan balance is paid on a lump-sum basis. Upon retirement, the plan balance is paid in either a lump sum or in 5-, 10-, 15-, or 20-year installments based on the participant’s election made at the time of the deferral. For deferrals made in 2005 and beyond, the plan balance is paid six months following retirement or termination in either a lump sum or in 5-, 10-, 15-, or 20-year installments based on the participant’s election made at the time of the deferral. Account balances under the plan are generally held in a “rabbi” trust and, until distributed to the participants, are available to satisfy the claims of McCormick’s creditors. For all plan participants, including each of the participating Named Executive Officers, 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. With limited exceptions, these fund alternatives are the same as those available under the McCormick 401(k) Retirement Plan. Participants may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants who are subject to Section 16 of the Exchange Act). The following table sets forth the Named Executive Officers’ contributions, McCormick contributions, account earnings and aggregate balance under the non-qualified deferred compensation plans as of November 30, 2025.

  120. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Brendan M. Foley | 157,545 | 209,056(5) | 184,304 | — | 2,303,491 | | Marcos M. Gabriel | 39,578 | 52,257(6) | 57,739 | — | 541,477 | | Andrew D. Foust | 112,648 | 61,692(7) | 113,009 | — | 882,877 | | Sarah J. Piper | 42,470 | 56,199(8) | (32,407) | — | 313,515 | | Jeffery D. Schwartz | 58,153 | 76,960(9) | 186,589 | — | 1,404,865 |

  121. Non-Qualified Deferred Compensation

    (1)Amounts represent deferrals of compensation by each respective Named Executive Officer during fiscal 2025 as follows: Mr. Foley - $60,346 (salary), $97,198 (non-equity incentive plan compensation); Mr. Gabriel - $34,327 (salary), $5,251 (non-equity incentive plan compensation; Mr. Foust - $63,269 (salary), $49,379 (non-equity incentive plan compensation); Ms. Piper - $30,173 (salary), $12,296 (non-equity incentive plan compensation); and Mr. Schwartz - $36,346 (salary), $21,806 (non-equity incentive plan compensation). The salary amounts are included with the “Salary” column of the “Summary Compensation Table” above. The non-equity incentive plan compensation amounts are fiscal 2024 annual incentive compensation that was paid during fiscal 2025 and thus are not included in the Summary Compensation Table for fiscal 2025. The “Executive Contributions in Last Fiscal Year” column does not include executive contributions made in fiscal 2026 relating to non-equity incentive plan compensation earned in fiscal 2025. (2)As described above under “Non-Qualified Deferred Compensation,” amounts represent a 3% profit sharing above the IRS Limit and a Non-Qualified Retirement Savings Plan (NQRSP) match contribution. These non-elective contributions were earned in fiscal 2025 and deposited into the Named Executive Officers’ respective NQRSP accounts on an annual basis in February of the following fiscal year. (3)Non-qualified deferred compensation earnings are not above-market or preferential and therefore these amounts are not reported in the “Summary Compensation Table” above. (4)Of these amounts, the following deferred amounts (from salary and/or bonus) are included in the Summary Compensation Table above (either as fiscal 2023, 2024 or 2025 compensation) for each Named Executive Officer: Mr. Foley - $349,474; Mr. Gabriel - $39,578; Mr. Foust - $218,026, Ms. Piper - $92,972; and Mr. Schwartz - $143,582. (5)Mr. Foley amounts represent the following – Company contributions include a match into the Non-Qualified Retirement Savings Plan of $131,287 and a 3% Profit Sharing (above the IRS Limit) estimated at $77,768. Mr. Foley is the only Named Executive Officer eligible for the Defined Contribution Restoration Plan (DCRP), which was frozen as of February 1, 2017. As of November 30, 2025, there was a balance of $68,134 in his DCRP account. (6)Mr. Gabriel amounts represent the following - Company contributions include a match into the Non-Qualified Retirement Savings Plan of $32,982 and a 3% Profit Sharing (above the IRS Limit) estimated at $19,276. (7)Mr. Foust amounts represent the following - Company contributions include a match into the Non-Qualified Retirement Savings Plan of $38,824 and a 3% Profit Sharing (above the IRS Limit) estimated at $22,867. (8)Ms. Piper amounts represent the following - Company contributions include a match into the Non-Qualified Retirement Savings Plan of $35,391 and a 3% Profit Sharing (above the IRS Limit) estimated at $20,808. (9)Mr. Schwartz amounts represent the following – Company contributions include a match into the Non-Qualified Retirement Savings Plan of $48,460 and a 3% Profit Sharing (above the IRS Limit) estimated at $28,499.

  122. Non-Qualified Deferred Compensation

    | 48 | McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement |

  123. Non-Qualified Deferred Compensation

    Similar to all McCormick employees, upon termination without cause, each Named Executive Officer may be entitled to receive the following payments and benefits: •a lump sum payment equal to his or her accrued but unused vacation time; •post-employment health benefits for the remainder of the calendar month of departure and optional benefits payable under the Consolidated Omnibus Benefits Reconciliation Act for up to 18 months following termination; •in the event of a termination of employment due to total and permanent disability, a monthly payment equal to 50% of salary minus 50% of the Social Security payment received, paid in equal monthly installments until the executive attains age 65; and •in the event of death before termination or retirement, a one-time benefit is paid to his or her beneficiary in an amount equal to the executive’s base salary, subject to a limit of $500,000. In addition, upon termination of employment, including retirement, the applicable Named Executive Officers are entitled to receive their respective balances pursuant to the nonqualified deferred compensation plan, as described above under “Non-Qualified Deferred Compensation.” Additionally, 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 under two situations: (i) if they experience an involuntary termination without “cause” or a voluntary termination for “good reason,” each as defined in the Severance Plan; or (ii) in the event of a termination as described above that occurs within six months before a “change in control” or within two years after a “change in control” as defined in the Severance Plan. An eligible employee who experiences such termination and executes (and does not revoke) a general release of claims against the Company will receive the following payments and benefits:

  124. Non-Qualified Deferred Compensation

    | Element | Termination Without "Cause" or For "Good Reason" Under Change in Control | Termination Without “Cause” or For “Good Reason” NOT Under Change in Control | | Cash Severance (Base + Annual Incentive) | CEO = 2.5X All Others = 2.0X using full year incentive at target | CEO = 1.5X All Others = 1.0X using full year incentive at target | | Long-Term Performance Plan | Full vesting of all open cycles, pay at target | Pro-rata vesting at actual performance level | | Equity Awards | Full vesting of all equity awards | Immediate vesting for equity awards that would have vested during the severance period; exercise of options within 1 year (1.5 years for CEO) | | Annual Incentive | Pay pro-rata at target | Pay pro-rata at target |

  125. Non-Qualified Deferred Compensation

    Eligible employees are subject to a number of covenants, including a covenant not to compete with the Company or solicit its customers or employees for a period ranging from 12 months (or 18 months for the CEO) to 24 months following termination of employment. The Severance Plan does not provide for any tax gross-up payments to any eligible employee to offset any excise taxes that may be imposed as a result of the severance benefits. Instead, if the payments described above would be subject to the excise tax, then the payments will be reduced to a level at which no payments would be subject to the excise tax if doing so would result in the employee being able to retain a greater benefit after giving effect to the income tax consequences (including the excise tax).

  126. 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, 2025. For purposes of the estimated amounts below, we have assumed that the price per share of our Common Stock was $67.48, the closing market price of our Common Stock Non-Voting on November 28, 2025 (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 28, 2025. 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.

  127. Estimates of Payments Upon Termination or Change in Control

    | Potential Payments Upon Termination or Change in Control (“CIC”)($) | Brendan M. Foley | Marcos M. Gabriel | Andrew D. Foust | Sarah J. Piper | Jeffery D. Schwartz | | Cash Severance Payment: | | | | | | | Involuntary Termination Without Cause(1) | 6,181,250 | 1,820,000 | 1,820,000 | 1,495,000 | 1,863,000 | | CIC(2) | 9,113,750 | 3,055,000 | 3,055,000 | 2,530,000 | 3,139,500 | | Long-Term Performance Plan: | | | | | | | FY2024-2026 Performance Period | | | | | | | Retirement/Death/Disability/Involuntary Termination Without Cause(3) | 2,500,000 | 116,667 | 333,333 | 283,333 | 600,000 | | CIC(4) | 3,750,000 | 175,000 | 500,000 | 425,000 | 900,000 | | FY2025-2027 Performance Period | | | | | | | Retirement/Death/Disability/Involuntary Termination Without Cause(3) | 1,433,333 | 283,333 | 216,667 | 166,667 | 308,333 | | CIC(4) | 4,300,000 | 850,000 | 650,000 | 500,000 | 925,000 | | Equity Awards: | | | | | | | Accelerated Stock Options | | | | | | | Death/Disability/CIC(5) | — | — | — | — | — | | Retirement/Involuntary Termination Without Cause(6) | — | — | — | — | — | | Accelerated RSUs | | | | | | | Retirement(7) | 3,883,407 | — | — | — | 835,402 | | Death/Disability/CIC(7) | 3,883,407 | 868,872 | 623,043 | 451,576 | 835,402 | | Involuntary Termination Without Cause(8) | 1,294,469 | 314,524 | 231,659 | 150,480 | 278,422 | | Pension Plan Payment(9) | | | | | | | Retirement/Involuntary Termination/CIC | — | — | 121,885 | 59,943 | 220,019 | | Disability | — | — | 100,354 | 53,854 | 144,100 | | Death | — | — | 58,334 | 24,093 | 118,104 | | Disability Benefits(10) | 378,736 | 128,736 | 128,736 | 91,236 | 148,736 |

  128. 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, 2025. (2)These amounts represent the cash severance payment that would be received if a change in control termination occurred on November 30, 2025. (3)These amounts represent target awards for the FY2024-2026 and FY2025-2027 performance cycles, adjusted pro rata based on service through November 30, 2025. 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 FY2024-2026 and FY2025-2027 performance cycles, paid at target, if a change in control termination occurred on November 30, 2025. (5)These amounts represent the potential gain on all options that would become exercisable if a triggering event occurred on November 30, 2025. The amounts are calculated by taking the closing price on November 28, 2025, less the strike price, times the number of unexercisable in-the-money options as of November 30, 2025. (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, 2025. 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, 2025, 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, 2025. The amounts are calculated by taking the closing price on November 30, 2025 times the number of vested RSUs as of November 30, 2025.

  129. Estimates of Payments Upon Termination or Change in Control

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  130. Estimates of Payments Upon Termination or Change in Control

    CEO Pay Ratio Disclosure (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, 2025, expressed as a proportion of each vesting period. (9)Present value of benefits payable immediately if triggering event occurred on November 30, 2025. The amounts are calculated based on the 2025 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. (10)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.

  131. 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 2025 was $41,468. As disclosed in the Summary Compensation Table above, Mr. Foley's annual total compensation was $10,831,581 for 2025. As a result, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 261 to 1 for fiscal 2025. 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:

  132. CEO Pay Ratio Disclosure

    | Median Employee Globally | 261:1 | | Median Employee in the United States | 122:1 |

  133. 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. As of September 1, 2024, we had approximately 5,078 U.S. employees and 10,151 non-U.S. employees. We excluded 310 employees from 2 non-US 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. We believe there has been no change to our employee population and compensation arrangements, or the circumstances of the median employee used in fiscal 2024 that we believe would result in a significant change to our pay ratio disclosure. Accordingly, as permitted under SEC rules, we are utilizing the same median employee for the pay ratio for fiscal 2025. 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).

  134. CEO Pay Ratio Disclosure

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  135. 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.

  136. 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) | | | | 2025 | | 10,831,581 | | 9,333,256 | 2,479,125 | 2,247,346 | 79.77 | 102.38 | 789.4 | 6,840.3 | | 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 |

  137. CEO Pay Ratio Disclosure

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

  138. CEO Pay Ratio Disclosure

    | Year | PEO 1 | PEO 2 | Non-PEO NEOs | | 2025 | N/A | Brendan M. Foley | Marcos M. Gabriel, Andrew D. Foust, Sarah J. Piper, Jeffery D. Schwartz | | 2024 | N/A | Brendan M. Foley | Lawrence E. Kurzius, Michael R. Smith*, Andrew D. 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 |

  139. CEO Pay Ratio Disclosure

    * Mr. Smith is McCormick's former Executive Vice President and Chief Financial Officer, who retired February 28, 2025. **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 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:

  140. CEO Pay Ratio Disclosure

    | Adjustments | 2025 | | | | PEO 2 | Other NEOs | | Summary Compensation Table Total | 10,831,581 | 2,479,125 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (8,600,105) | (1,462,591) | | (Minus): Change in Pension Value and Nonqualified Deferred Compensation Earnings | — | (1,159) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 10,259,866 | 1,744,868 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (2,757,971) | (372,290) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | 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 | (400,115) | (140,607) | | (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 | — | — |

  141. CEO Pay Ratio Disclosure

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  142. CEO Pay Ratio Disclosure

    | Adjustments | 2025 | | | Adjustments | PEO 2 | Other NEOs | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | 9,333,256 | 2,247,346 |

  143. 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.

  144. CEO Pay Ratio Disclosure

    | | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Restricted Stock Units | | | | | | | Stock Price | $67.48-80.33 | $64.83 - $78.41 | $64.83 - $85.73 | $85.18 - $98.28 | $86.54 - $93.64 | | Performance Stock Units | | | | | | | Financial Metric Multiplier | 98.8%-155.0% | 155%-200% | 200% | 200% | 200% | | TSR Realized Performance (Percentile) | 72P - 80P | 65P -71P | 29P - 42P | 24P - 42P | 43P - 44P | | Volatility | 22.9% - 23.8% | 21.9% - 23.1% | 24.1% - 25.3% | 21.8% - 26.9% | 15.9% - 29.3% | | Risk-Free Interest Rate | 3.5% - 3.6% | 4.1% -4.3% | 4.6% - 5.0% | 4.3.%-4.6% | 0.2% - 0.5% | | Stock Options | | | | | | | Expected Life | 7.0 - 9.0 years | 7.0 -9.7 years | 4.0 - 7.8 years | 3.7 - 7.7 years | 2.7 - 7.7 years | | Strike Price | $76.03 - $97.26 | $65.99 - $97.26 | $69.31 - $97.26 | $69.31 - $97.26 | $52.98 - $89.16 | | Volatility | 23.4% - 25.3% | 23.1% - 24.9% | 22.3% - 24.4% | 21.8% - 23.5% | 20.7% - 22.8% | | Dividend Yield | 2.2% - 2.7% | 2.2% - 2.6% | 1.8% - 2.6% | 1.5% - 1.8% | 1.5% - 1.7% | | Risk-Free Interest Rate | 3.8% - 4.3% | 4.0% - 4.3% | 3.4% - 4.3% | 2.3% - 3.7% | 1.3% - 1.6% | | Price-Vested Stock Options | | | | | | | Expected Life | | 4.5 - 4.8 years | 3.7 - 4.4 years | 4.2 - 4.7 years | 5.0 - 5.5 years | | Volatility | | 22.1% | 24.7% | 23.0% | 21.0% | | Dividend Yield | | 2.3% | 2.6% | 1.8% | 1.7% | | Risk-Free Interest Rate | | 4.2% | 4.3% - 5.6% | 3.7% - 4.7% | 0.1% - 1.5% |

  145. CEO Pay Ratio Disclosure

    (4)Total Shareholder Return, also referred to as Total Stockholder 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.