DEF 14A of J M Smucker Co, Jun 30, 2023

DEF 14A of J M Smucker Co

Filed Jun 30, 2023 · FY20230001193125-23-179232

Open on EDGAR

  1. 2023 ANNUAL MEETING OF SHAREHOLDERS

    | Summary Compensation Table | 64 | | 2023 Grants of Plan-Based Awards | 66 | | Outstanding Equity Awards at 2023 Fiscal Year End | 67 | | 2023 Option Exercises and Stock Vested | 68 | | 2023 Pension Benefits | 70 | | 2023 Nonqualified Deferred Compensation | 71 | | Potential Payments to Executive Officers Upon Termination or Change in Control | 72 | | 2023 CEO Pay Ratio | 76 | | Pay Versus Performance | 77 | | Related Party Transactions | 81 | | Ownership of Common Shares | 82 | | Equity Compensation Plan Information | 85 | | Annual Report | 86 | | 2024 Shareholder Proposals | 86 | | Other Matters | 86 | | “Householding” of Proxy Materials | 87 | | Electronic Delivery of Company Shareholder Communications | 88 | | Proxy Solicitation and Costs | 88 | | Questions and Answers About the Annual Meeting and Voting | 88 | | APPENDIX A: RECONCILIATION OF ADJUSTED OPERATING INCOME, ADJUSTED EARNINGS PER SHARE, AND FREE CASH FLOW TO THE RELATED GAAP MEASURES | A-1 |

  2. Director Nominees

    Director Nominees The following table provides summary information about each of our Director nominees.

  3. Director Nominees

    | | | Director Since | Professional Background | Board Committees | | | Other Public Company Boards | | Name | Age | | | AC* | CPC† | NGCR‡ | | | Mercedes Abramo | 53 | — | Deputy Chief Commercial Officer Cartier International SNC | | | | | | Tarang P. Amin | 58 | — | Chairman and Chief Executive Officer e.l.f. Beauty, Inc. | | | | • e.l.f. Beauty, Inc. | | Susan E. Chapman-Hughes | 54 | 2020 | Retired Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation, and Operations, Global Commercial Services American Express Company | — | | — | • Toast, Inc. | | Jay L. Henderson | 67 | 2016 | Retired Vice Chairman, Client Service PricewaterhouseCoopers LLP | | — | — | • Illinois Tool Works Inc. • Northern Trust Corporation | | Jonathan E. Johnson III | 57 | 2022 | Chief Executive Officer Overstock.com, Inc. | — | | — | • Overstock.com, Inc. | | Kirk L. Perry | 56 | 2017 | President and Chief Executive Officer Circana, Inc. | — | — | | | | Alex Shumate | 73 | 2009 | Senior Partner and Ohio Strategic Relationship Partner Squire Patton Boggs (US) LLP | — | — | | | | Mark T. Smucker | 53 | 2009 | Chair of the Board, President, and Chief Executive Officer The J. M. Smucker Company | — | — | — | • Kimberly-Clark Corporation | | Jodi L. Taylor | 60 | 2020 | Retired Chief Financial and Administrative Officer The Container Store Group, Inc. | | — | | • Mister Car Wash, Inc. | | Dawn C. Willoughby | 54 | 2017 | Retired Executive Vice President and Chief Operating Officer The Clorox Company | — | — | | • International Flavors and Fragrances, Inc. • TE Connectivity Ltd. |

  4. Director Nominees

    * Audit Committee † Compensation and People Committee ‡ Nominating, Governance, and Corporate Responsibility Committee Chair Financial Expert Independent Director Lead Independent Director Member If all of the Director nominees are elected to the Board, the Board intends to appoint Mercedes Abramo to the Audit Committee and Tarang P. Amin to the Compensation and People Committee (the “Compensation Committee”).

  5. Director Nominees

    | 2 | The J. M. Smucker Company | | 2023 Proxy Statement |

  6. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees The Nominating Committee is responsible for identifying, evaluating, and recommending qualified candidates to the Board for nomination. The Nominating Committee considers all suggestions for membership on the Board, including nominations made by our shareholders, and all candidates are evaluated consistent with our policy of nondiscrimination. Shareholders’ nominations for Directors must be made in writing and include the nominee’s written consent to the nomination and detailed background information sufficient for the Nominating Committee to evaluate the nominee’s qualifications. Nominations should be submitted to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. The Corporate Secretary will then forward nominations to the Chair of the Nominating Committee. All recommendations must include qualifications that meet, at a minimum, the following criteria:

  7. Shareholder Recommendations for Director Nominees

    | | Director candidates must be committed to our culture and Basic Beliefs and will be individuals of integrity, intelligence, and strength of character having a balance of skills, knowledge, diversity, background, and experience beneficial to the Company; |

  8. Shareholder Recommendations for Director Nominees

    | | Independent Director candidates must meet the independence requirements set forth below under the heading “Director Independence;” |

  9. Shareholder Recommendations for Director Nominees

    | | Director candidates must be able to effectively carry out responsibilities of oversight of our strategy, compliance, and risks; |

  10. Shareholder Recommendations for Director Nominees

    | | Director candidates should have either significant experience in a senior executive role with a major business organization or relevant experience from other professional backgrounds; |

  11. Shareholder Recommendations for Director Nominees

    | | Director candidates should have a working knowledge of ESG issues and the changing role of boards; |

  12. Shareholder Recommendations for Director Nominees

    | | Director candidates should have a firm commitment to attend and participate in Board meetings and related Board activities; |

  13. Shareholder Recommendations for Director Nominees

    | | Director candidates should not have any affiliations or relationships with competitive businesses or organizations or other activities, in each case which could lead to a real or perceived conflict of interest; and |

  14. Shareholder Recommendations for Director Nominees

    | | Director candidates should not serve on more than three public company boards, including that of the Company, at any one time without prior, unanimous consent of the Board. |

  15. Shareholder Recommendations for Director Nominees

    | 10 | The J. M. Smucker Company | | 2023 Proxy Statement |

  16. Board Diversity

    Board Diversity We greatly value diversity and the varying perspectives and experiences that emerge from a diverse group of people, and the Board and the Nominating Committee believe the value of diversity extends to the boardroom and that diversity strengthens the composition of the Board. Therefore, the Board and the Nominating Committee seek to consider a diverse group of experiences, characteristics, attributes, and skills, including diversity in gender, race, ethnicity, age, sexual orientation, gender identity, and cultural and other backgrounds, in considering potential Director candidates and individual Director qualifications. To further this goal, the Nominating Committee recently amended its Charter to specify that the Nominating Committee is committed to seeking out qualified diverse candidates who meet the applicable search criteria, including women and minority candidates, to include in the pools from which nominees for the Board are considered, invited for interviews, and ultimately offered the opportunity to be appointed to the Board or stand for election to the Board. In the event a third-party search firm is engaged for a particular Director search, the Nominating Committee would expect, and would plan to instruct, such firm to include diverse individuals, including as to gender, race, ethnicity, sexual orientation, and gender identity, meeting the search criteria in the initial pool or lists of potential Director candidates submitted to the Nominating Committee for consideration. Diversity is important because a variety of viewpoints contribute to a more effective decision-making process. The Nominating Committee and the Board also consider the composition of the Board as a whole in evaluating whether a particular individual should serve on the Board, as the Board seeks to comprise itself of members who, collectively, possess a range of relevant skills, experience, and expertise. The below graphs summarize the tenure, age, gender, and racial or ethnic diversity breakdown of our Director nominees:

  17. Board Diversity

    | The J. M. Smucker Company | | 2023 Proxy Statement | 11 |

  18. Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

    Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees As mentioned above, in considering each Director nominee and the composition of the Board as a whole, the Nominating Committee looks for a diverse group of experiences, characteristics, attributes, and skills that relate directly to our management and operations. Success in specific categories is a key factor in our overall operational success and creating shareholder value. The Nominating Committee believes that Directors who possess some or all of the following experiences, characteristics, attributes, and skills are better able to provide oversight of our management and long-term and strategic objectives.

  19. Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

    | Adherence to the Company’s Basic Beliefs | We seek Directors who understand, and are committed to, our Basic Beliefs. These Basic Beliefs are our values and principles that serve as guideposts for decisions at every level of the Company and cultivate a culture of commitment to each other and to our constituents. | | Leadership Experience | We seek Directors who have significant leadership experience, either in a senior executive role with a major business organization or relevant experience from other professional backgrounds. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They also demonstrate a practical understanding of organizations, processes, strategy, risk management, compliance, and the methods to drive change and growth. People with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others. | | Independence | We require that a majority of our Directors satisfy the independence requirements of the NYSE and the SEC. | | Finance Experience | We believe that it is important for Directors to understand finance and financial reporting processes. Accurate financial reporting is critical to our success and reputation. We seek to have at least two independent Directors who qualify as “audit committee financial experts,” within the meaning of Regulation S-K promulgated by the SEC (“Regulation S-K”), particularly for service on the Audit Committee. We expect all of our Directors to be financially knowledgeable. | | Public Company Board Experience | We seek Directors who have experience serving on the boards of other large, publicly traded companies and who have knowledge with respect to public company board governance issues. This experience prepares the Directors to fulfil the Board’s responsibilities of overseeing our business and providing insight and guidance to management. | | Environmental, Social, and Governance Experience | We seek Directors who have knowledge of and experience with ESG initiatives to help inform us on best practices and assist us in establishing goals and delivering against those goals. | | Operations Experience in Consumer Goods | We seek Directors with relevant general management or operations experience in the consumer goods industry. We believe that it is important for Directors to have experience in new and expanding businesses, customer segments, and geographies. | | People Management Experience | We seek Directors with relevant people management experience, including matters such as inclusion, diversity, and equity, workplace environment, and talent development and retention. | | Diversity | We greatly value diversity and the varying perspectives and experiences that emerge from a diverse group of people. Because of this, we believe diversity in our Board is important, including, for example, with respect to their gender, race, ethnicity, age, sexual orientation, gender identity, and cultural and other backgrounds. | | Marketing, Digital, Innovation, or Public Relations Experience | As a manufacturer and marketer of branded food products, we seek Directors who have a diverse range of marketing, digital, innovation, or public relations experience. | | Mergers and Acquisitions Experience | We have been, and believe we will continue to be, active in acquiring other companies that fit our strategy and, therefore, seek Directors with relevant mergers and acquisitions experience. |

  20. Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

    | 12 | The J. M. Smucker Company | | 2023 Proxy Statement |

  21. Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

    The Board believes that all of the Directors are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board. The specific experiences, qualifications, and skills that the Board considered in determining that each such person should serve as a Director are included in their individual biographies and also summarized further in the following table:

  22. Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

    | Director Qualifications and Experience | | | | | | | | | | | | Knowledge, Skills, and Experience | | | | | | | | | | | | Adherence to the Company’s Basic Beliefs | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Leadership Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Independence | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Finance Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Board Experience | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental, Social, and Governance Experience | ● | ● | ● | | ● | | ● | ● | ● | ● | | Operations Experience in Consumer Goods | ● | ● | | | ● | ● | | ● | ● | ● | | People Management Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Diversity | ● | ● | ● | | | | ● | | ● | ● | | Marketing, Digital, Innovation, or Public Relations Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Mergers and Acquisition Experience | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Demographics | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | | Black or African American | | | ● | | | | ● | | | | | American Indian or Alaska Native | | | | | | | | | | | | Asian | | ● | | | | | | | | | | White | ● | | | ● | ● | ● | | ● | ● | ● | | Native Hawaiian or Other Pacific Islander | | | | | | | | | | | | Hispanic or Latino | | | | | | | | | | | | Gender | | | | | | | | | | | | Male | | ● | | ● | ● | ● | ● | ● | | | | Female | ● | | ● | | | | | | ● | ● |

  23. Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

    | The J. M. Smucker Company | | 2023 Proxy Statement | 13 |

  24. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

  25. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | MERCEDES ABRAMO Age: 53 Director Since: — Committee: Audit (if elected) Favorite Product: Café Bustelo | Professional Experience Ms. Abramo has been the Deputy Chief Commercial Officer of Cartier, an international chain of jewelry boutiques since March 2023. Prior to her current role at Cartier, Ms. Abramo held several positions of increasing responsibility, including President and Chief Executive Officer; Vice President, Retail, North America; Assistant Vice President, Retail, New York Region; and Director, Fifth Avenue Mansion, United States Flagship. Prior to joining Cartier, Ms. Abramo spent five years with Tiffany & Co. in various Director positions and six years with various luxury hotels in management roles. Ms. Abramo is a founding member of Chief, a private network designed specifically for women leaders to strengthen their experience in the C-suite and effect change from the top down. Skills and Qualifications The Board concluded that Ms. Abramo should serve as a Director primarily due to her experience serving as a chief executive officer and her extensive experience in managing and overseeing retail, hospitality, and luxury goods. Specifically, Ms. Abramo brings significant leadership, finance, operating, and strategy experience through her positions with Cartier and Tiffany & Co. Ms. Abramo’s background enables her to provide valuable insights to the Board, particularly in strategy, operations, e-commerce, people management, marketing, supply chain and in overseeing the Company’s finances and ESG areas. |

  26. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | The J. M. Smucker Company | | 2023 Proxy Statement | 19 |

  27. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | TARANG P. AMIN Age: 58 Director Since: — Committee: Compensation (if elected) Favorite Product: Uncrustables | Professional Experience Mr. Amin has been the Chairman and Chief Executive Officer of e.l.f. Beauty, Inc. (“e.l.f. Beauty”), a publicly traded cosmetics company since August 2015. He took the company public in 2016 in one of the most successful initial public offerings in the beauty industry. Mr. Amin also served as President, Chief Executive Officer, and Director of e.l.f. Beauty from February 2014 through July 2015. Prior to joining e.l.f. Beauty, he was President, Chief Executive Officer, and Director of Schiff Nutrition International, a publicly traded nutritional supplements company, from March 2011 through March 2013 and held various leadership roles at The Clorox Company (“Clorox”) and The Procter & Gamble Company (“P&G”). Mr. Amin has been a director of Pharmavite, LLC, a dietary supplements company, since January 2020 and served as a director of Angie’s BOOMCHICKAPOP, a natural and organic snack brand, from June 2014 through October 2017. Skills and Qualifications The Board concluded that Mr. Amin should serve as a director primarily due to his extensive leadership experience at consumer goods companies and his experience serving as a director of other companies. Specifically, he brings significant leadership, finance, operating, and strategy experience through his positions with e.l.f. Beauty, Schiff Nutrition, Clorox, and P&G. Mr. Amin’s background enables him to provide valuable insights to the Board, particularly in strategy, operations, e-commerce, people management, marketing, supply chain, and corporate governance. |

  28. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | SUSAN E. CHAPMAN- HUGHES Age: 54 Director Since: 2020 Committee: Compensation (Chair) Favorite Product: Smucker’s Hot Fudge Sauce | Professional Experience Ms. Chapman-Hughes retired as Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation, and Operations, Global Commercial Services of American Express Company, a financial services corporation, in February 2021, a position she held since February 2018. Prior to this role, Ms. Chapman-Hughes served in several Senior Vice President level positions since joining American Express Company in 2010, including Senior Vice President, US Large Market, Global Corporate Payments from December 2014 through February 2018; Senior Vice President, US Account Development, Global Corporate Payments from November 2013 through December 2014; and Senior Vice President, Global Real Estate and Workplace Enablement from July 2010 through November 2013. She is also a director, the chair of the compensation committee, and a member of the nominating and governance committee of Toast, Inc., a publicly traded cloud-based restaurant software company, since February 2021. In addition, Ms. Chapman-Hughes served as a director, the chair of the compensation committee, and a member of the nominating and governance committee of Potbelly Corporation, a publicly traded restaurant company, from May 2014 through June 2020. Skills and Qualifications The Board concluded that Ms. Chapman-Hughes should serve as a director primarily due to her significant experience in managing and overseeing businesses, as well as her strong corporate governance experience as a member of a public company board. Specifically, Ms. Chapman-Hughes brings leadership and operating skills through her former roles with American Express Company. Ms. Chapman-Hughes’s background enables her to provide valuable insights to the Board, particularly in sales, strategy, digital capabilities and technology, innovation, change management, and overseeing our executive compensation and ESG practices. |

  29. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | 20 | The J. M. Smucker Company | | 2023 Proxy Statement |

  30. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | JAY L. HENDERSON Age: 67 Director Since: 2016 Committee: Audit Favorite Product: Uncrustables | Professional Experience Mr. Henderson retired as Vice Chairman, Client Service at PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) in June 2016, a position he held since 2007. He also served as PricewaterhouseCoopers’ Managing Partner of the Greater Chicago Market from 2003 through 2013. During his career at PricewaterhouseCoopers, Mr. Henderson gained significant experience working with the boards and audit committees of Fortune 500 companies and has managed major client relationships across multiple markets and industry sectors. He is the lead director, chair of the audit committee, and a member of the corporate governance, capital governance, human capital and compensation, and executive committees of Northern Trust Corporation, a publicly traded financial holding company, where he has served since July 2016, and a director, chair of the audit committee, and member of the finance committee of Illinois Tool Works Inc., a publicly traded global multi-industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, where he has served since August 2016. Mr. Henderson is also a member of the boards of several non-profit organizations. Skills and Qualifications The Board concluded that Mr. Henderson should serve as a director primarily due to his extensive experience in managing and overseeing businesses, his experience working with the boards and audit committees of large public companies, and his experience serving as a director of public companies and non-profit organizations. Specifically, Mr. Henderson brings leadership and operating skills through his former roles with PricewaterhouseCoopers. He has also been a Certified Public Accountant since 1977. Mr. Henderson’s background enables him to provide valuable insights to the Board, particularly in strategy, compliance, and risk management, and in overseeing the Company’s finances. |

  31. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | JONATHAN E. JOHNSON III Age: 57 Director Since: 2022 Committee: Compensation Favorite Product: Smucker’s Apple Butter | Professional Experience Mr. Johnson has been the Chief Executive Officer of Overstock.com, Inc., an online home furnishings retailer since September 2019 and a member of its board of directors since May 2013. Prior to his current role at Overstock.com, Mr. Johnson held several positions of increasing capacity, including General Counsel, Senior Vice President, President, Executive Vice Chairman, Chairman, and Interim Chief Executive Officer. Between August 2016 and April 2021, Mr. Johnson served as the director and president of Medici Ventures, the corporate venture arm and former Overstock.com subsidiary. Prior to joining Overstock.com, Mr. Johnson was with TenFold Corporation, a software and services company, from May 1999 to September 2002 where he held various positions, including General Counsel and Chief Financial Officer. Skills and Qualifications The Board concluded that Mr. Johnson should serve as a Director primarily due to his extensive ecommerce and blockchain experience. Specifically, Mr. Johnson brings leadership and operating skills through his current and former roles with Overstock.com. Mr. Johnson’s background enables him to provide valuable insights to the Board, particularly in ecommerce, blockchain, supply chain, marketing, operations, general management, consumer products, technology, digital media, finance, corporate governance, and risks. |

  32. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | The J. M. Smucker Company | | 2023 Proxy Statement | 21 |

  33. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | KIRK L. PERRY Age: 56 Director Since: 2017 Committee: Nominating Favorite Product: Uncrustables (Hazelnut) | Professional Experience Mr. Perry has been the President and Chief Executive Officer and a member of the board of directors of Circana, a global provider of technology, data, and predictive analytics for the consumer, retail, and media sectors, since May 2021. Prior to joining Circana, he spent seven years as the President, Brand Solutions of Google Inc. and twenty-three years with P&G, where he held several positions of increasing responsibility in marketing and general management roles, including President, Global Family Care from May 2011 to December 2013. Mr. Perry is a board member of Chick-Fil-A, Inc., a privately-owned restaurant company, since August 2022. He previously served as a director of e.l.f. Beauty, a publicly traded cosmetics company, from September 2016 to November 2022, and Hillerich & Bradsby Co. (Louisville Slugger), a privately-owned sporting goods manufacturer, from September 2013 to August 2016. He is also a member of the boards of several non-profit organizations. Skills and Qualifications The Board concluded that Mr. Perry should serve as a Director primarily due to his extensive operational experience in marketing and brand management and his experience serving as a director of other organizations. Specifically, Mr. Perry brings leadership and operating skills through his current and former roles with Circana, Google, Inc., and P&G. Mr. Perry’s background enables him to provide valuable insights to the Board, particularly in marketing, operations, general management, consumer products, technology, and digital media. |

  34. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | ALEX SHUMATE Lead Independent Director Age: 73 Director Since: 2009 Committee: Nominating Favorite Product: Uncrustables (Grape) | Professional Experience Mr. Shumate is a Senior Partner and the Ohio Strategic Relationship Partner of Squire Patton Boggs (US) LLP, where he has practiced law since February 1988. He was the North American Managing Partner of Squire Patton Boggs (US) LLP from January 2012 to January 2021. Mr. Shumate is a sponsoring director for Adelphi Bank, a Minority Depository Institution. He previously served as a director and Chair of the Board of CyrusOne Inc., a publicly traded provider of data center consulting services, from January 2013 until its acquisition in March 2022, and a director of Cincinnati Bell, Inc., a publicly traded provider of voice and data telecommunications products and services, from 2005 to 2013. Mr. Shumate also served as a member of the boards of several non-profit organizations, including three separate terms on The Ohio State University Board of Trustees. Skills and Qualifications The Board concluded that Mr. Shumate should serve as a Director primarily due to his significant legal background and his experience in managing a business and serving as a director of other public companies and as a trustee of several non-profit organizations. Mr. Shumate has practiced law for nearly 40 years and was named a Lawyer of the Year by Best Lawyers in 2018 and an Ohio Super Lawyer by Law and Politics magazine. In 2019, he was honored by Columbus Business First as one of the region’s Most-Admired Executives, and in 2020 he was named to the Power 100 list of 2020’s most influential leaders. Together with his service as a director of other public companies, Mr. Shumate’s background allows him to provide valuable insights to the Board, particularly in regard to corporate governance and risk issues that we confront. |

  35. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | 22 | The J. M. Smucker Company | | 2023 Proxy Statement |

  36. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | MARK T. SMUCKER Age: 53 Director Since: 2009 Committee: None Favorite Product: Folger’s Black Silk | Professional Experience Mr. Smucker has been our Chair of the Board, President, and Chief Executive Officer since August 2022. Prior to that time, he served as President and Chief Executive Officer, from May 2016 through August 2022; President and President, Consumer and Natural Foods, from April 2015 through April 2016; President, U.S. Retail Coffee, from May 2011 through March 2015; and President, Special Markets, from August 2008 through April 2011. He is a director and member of the management development and compensation and nominating and corporate governance committees of Kimberly-Clark Corporation, a publicly traded global company that manufactures and sells consumer products, where he has served since September 2019. Mr. Smucker is the son of Timothy P. Smucker, who serves as a Chairman Emeritus of the Board, and the nephew of Richard K. Smucker, who serves as a Director but will transition to a Chairman Emeritus of the Board at our 2023 annual meeting of shareholders. Skills and Qualifications The Board concluded that Mr. Smucker should serve as a Director largely due to his role as our President and Chief Executive Officer, his significant knowledge of the Company gained from more than 20 years of experience in various positions within the Company, his experience serving as a director of the Consumer Brands Association and FMI—The Food Industry Association, and his prior experience as a former director and member of the compensation committee of GS1 U.S. The Board believes that the perspectives that Mr. Smucker brings to the Board are particularly valuable in light of the significance of the coffee and consumer foods businesses to the Company. The Board also believes that continuing participation by qualified members of the Smucker family on the Board is an important part of our corporate culture that has contributed significantly to our long-term success. |

  37. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | JODI L. TAYLOR Age: 60 Director Since: 2020 Committee: Audit (Chair) Favorite Product: Smucker’s Strawberry Jam | Professional Experience Ms. Taylor retired as an executive officer of The Container Store Group, Inc., a publicly traded specialty retailer of storage and organization products, in March 2021. She was the Chief Financial Officer from December 2007 through August 2020, the Secretary from October 2013 through March 2021, and the Chief Administrative Officer from July 2016 through March 2021. Prior to joining The Container Store Group, Inc., Ms. Taylor spent nine years as the Chief Financial Officer and Secretary of Harold’s Stores, Inc., a regional specialty retailer of high-end apparel. In addition, Ms. Taylor is a director and chair of the audit committee of Mister Car Wash, Inc., a publicly traded company that is the largest car wash brand in the United States, where she has served since June 2021. She has been a certified public accountant since 1984 (inactive since 2021), starting with an accounting role at Deloitte & Touche L.L.P. She recently received her CERT Certificate in Cybersecurity Oversight. Skills and Qualifications The Board concluded that Ms. Taylor should serve as a Director primarily due to her extensive experience in managing and overseeing the businesses of both public and private companies, and her long career in the consumer retail and packaged goods industries. Specifically, Ms. Taylor brings significant leadership, finance, operating, and governance skills through her positions with The Container Store, Inc. and Harold’s Stores, Inc. Ms. Taylor’s background enables her to provide valuable insights to the Board, particularly in strategy, compliance, risk management, and human resources, and in overseeing the Company’s finances and ESG areas. |

  38. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | The J. M. Smucker Company | | 2023 Proxy Statement | 23 |

  39. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | DAWN C. WILLOUGHBY Age: 54 Director Since: 2017 Committee: Nominating (Chair) Favorite Product: Smucker’s Natural Blackberry Fruit Spread | Professional Experience Ms. Willoughby retired as Executive Vice President and Chief Operating Officer of Clorox, a manufacturer and marketer of consumer and professional products, in January 2019, a position she held since September 2014. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she was initially hired in 2001. Prior to Ms. Willoughby’s career at Clorox, she spent nine years with P&G, where she held several positions in sales management. Ms. Willoughby is a director and member of the human capital and compensation and governance and corporate responsibility committees of International Flavors and Fragrances, Inc., a publicly traded global company that produces flavors, fragrances, and cosmetic actives, where she has served since February 2023. She is also a director and member of the management development and compensation committee of TE Connectivity Ltd., a publicly traded global company that provides connectivity and sensor solutions, where she has served since March 2020. Skills and Qualifications The Board concluded that Ms. Willoughby should serve as a Director primarily due to her extensive leadership experience at consumer goods companies and her experience serving as a director of other organizations. Specifically, Ms. Willoughby brings leadership and operating skills through her former roles with Clorox and P&G and insights regarding ESG through her former role with Clorox. Ms. Willoughby’s background enables her to provide valuable insights to the Board, particularly in management, strategy, sales, marketing, and ESG. |

  40. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | The Board unanimously recommends a vote FOR each of the nominees named in this proxy statement for election to the Board. |

  41. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2024 Annual Meeting

    | 24 | The J. M. Smucker Company | | 2023 Proxy Statement |

  42. Director Compensation

    Director Compensation We use a combination of cash and stock-based compensation to attract, compensate, and retain non-employee Directors who serve on the Board. The Compensation Committee engages its outside compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), to perform an annual review of Director compensation in order to remain aware of current trends in Director compensation. At the Compensation Committee’s January 2023 meeting, Semler Brossy presented a competitive review of Director compensation (which is evaluated against the peer group set forth on page 57 of this proxy statement) and Director compensation trends. Based on this review, the Compensation Committee and the Board did not recommend any Director compensation changes for fiscal year 2024. Employee Directors do not receive compensation for their services as Directors. For fiscal years 2023 and 2024, non-employee Directors received, or will receive, the following compensation:

  43. Director Compensation

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

  44. Director Compensation

    The annual grant of deferred stock units having a value of $160,000 is made in October of each year. The deferred stock units are awarded under The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan (the “2020 Plan”), which was approved by our shareholders at our 2020 annual meeting. The deferred stock units vest immediately upon grant and are entitled to dividends in an amount paid to all shareholders. These dividends are reinvested in additional deferred stock units. Non-employee Directors may elect to receive a portion of their annual retainer in the form of deferred stock units. Such amounts are deferred under the Nonemployee Director Deferred Compensation Plan, which was initially adopted by the Board on January 1, 2007 and most recently amended and restated on January 1, 2021 (the “Nonemployee Director Deferred Compensation Plan”). All deferred stock units, together with dividends credited on those deferred stock units, will be paid out in the form of common shares upon termination of service as a non-employee Director (subject to a waiting period for deferred stock units granted in certain years).

  45. Director Compensation

    | 26 | The J. M. Smucker Company | | 2023 Proxy Statement |

  46. Director Compensation

    The following table reflects compensation earned by the non-employee Directors for fiscal year 2023:

  47. 2023 Director Compensation

    2023 Director Compensation

  48. 2023 Director Compensation

    | Name (1)(2) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Option Awards ($) (4) | All Other Compensation ($) (5) (6) | Total ($) | | Susan E. Chapman-Hughes | $115,000 | $160,000 | — | $5,000 | $280,000 | | Paul J. Dolan | $100,000 | $160,000 | — | — | $260,000 | | Jay L. Henderson | $105,000 | $160,000 | — | — | $265,000 | | Jonathan E. Johnson III | $100,000 | $160,000 | — | $500 | $260,500 | | Kirk L. Perry | $100,000 | $160,000 | — | — | $260,000 | | Sandra Pianalto | $105,000 | $160,000 | — | $7,500 | $272,500 | | Alex Shumate | $130,000 | $160,000 | — | — | $290,000 | | Richard K. Smucker (7) | $100,000 | $160,000 | — | $26,101 | $286,101 | | Timothy P. Smucker (8) | $100,000 | — | — | — | $100,000 | | Jodi L. Taylor | $120,000 | $160,000 | — | $3,000 | $283,000 | | Dawn C. Willoughby | $115,000 | $160,000 | — | $5,000 | $280,000 |

  49. 2023 Director Compensation

    | (1) Mark T. Smucker is not included in this table as he is an employee of the Company and receives no compensation for his service as a Director. The compensation received by Mark T. Smucker as an employee of the Company is shown in the “Summary Compensation Table” on page 64 of this proxy statement. Following Richard K. Smucker’s retirement as an employee of the Company on October 9, 2022, he was compensated as a non-employee Director for the remainder of fiscal year 2023. |

  50. 2023 Director Compensation

    | (2) As of April 30, 2023, each non-employee Director had the aggregate number of deferred stock units shown in the following table. Deferred stock units include deferred meeting and retainer compensation and annual stock unit awards valued at a predetermined dollar amount, along with additional stock units credited as a result of the reinvestment of dividends. None of the non-employee Directors have any stock options. |

  51. 2023 Director Compensation

    | Name | Deferred Stock Units | | Susan E. Chapman-Hughes | 3,867 | | Paul J. Dolan | 49,512 | | Jay L. Henderson | 9,564 | | Jonathan E. Johnson III | 1,454 | | Kirk L. Perry | 13,733 | | Sandra Pianalto | 12,412 | | Alex Shumate | 21,926 | | Richard K. Smucker | 1,148 | | Jodi L. Taylor | 3,867 | | Dawn C. Willoughby | 10,640 |

  52. 2023 Director Compensation

    | The J. M. Smucker Company | | 2023 Proxy Statement | 27 |

  53. 2023 Director Compensation

    | (3) The amounts set forth in this column reflect the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), for stock awards granted to the non-employee Directors in the fiscal year ended April 30, 2023. |

  54. 2023 Director Compensation

    | (4) No stock options were awarded to non-employee Directors in fiscal year 2023. |

  55. 2023 Director Compensation

    | (5) The amount set forth in this column for Susan E. Chapman-Hughes, Jonathan E. Johnson III, Sandra Pianalto, Richard K. Smucker, Jodi L. Taylor, and Dawn C. Willoughby reflects a charitable matching gift under our matching gift program, which is available to all our full-time employees, Directors, and retirees. We match gifts of up to $5,000 per calendar year for Company leadership (inclusive of executive officers) and Directors and $2,500 per year for other full-time employees to accredited colleges and universities that offer four-year degree programs and to certain other designated charitable organizations. We also match gifts of up to an additional $2,500 for Company leadership (inclusive of executive officers) and Directors to charitable organizations on whose board he or she serves. |

  56. 2023 Director Compensation

    | (6) Non-employee Directors occasionally receive perquisites provided by or paid by us. During fiscal year 2023, these perquisites included samples of our products. The aggregate value of all benefits provided to each non-employee Director in fiscal year 2023 was less than $10,000, except for Richard K. Smucker. As a former employee of the Company and current non-employee Director, Richard K. Smucker received certain perquisites during fiscal year 2023. These perquisites included the use of Company office space and administrative services, his personal use of our aircraft, and reimbursement of certain cell phone expenses in furtherance of his service to the Company. The incremental value of the perquisites for Richard K. Smucker is included in this column. The aggregate value of each perquisite or other personal benefit exceeding the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for Mr. Smucker is as follows: personal use of our aircraft totaled $21,101. In valuing personal use of our aircraft in fiscal year 2023, we used aggregate incremental costs incurred, including costs related to fuel, landing fees, crew meals, and other miscellaneous costs. |

  57. 2023 Director Compensation

    | (7) After many years of distinguished service, Richard K. Smucker will be retiring from the Board on August 16, 2023, at the expiration of his current term. At such time, the Board will appoint him as a Chairman Emeritus for an initial one-year term, and the Company will enter into a Chairman Emeritus Agreement with him, pursuant to which Mr. Smucker will be entitled to (i) administrative resource and office support, (ii) reimbursement of reasonable business expenses, and (iii) an annual cash retainer of $100,000 payable in quarterly installments. |

  58. 2023 Director Compensation

    | (8) The Board appointed Timothy P. Smucker as a Chairman Emeritus on August 17, 2022 and will appoint him for another one-year term upon the expiration of his current term. In such role, Mr. Smucker is entitled to (i) administrative resource and office support, (ii) reimbursement of reasonable business expenses, and (iii) an annual cash retainer of $100,000 payable in quarterly installments. |

  59. Short-Term Incentive Awards (Cash-Based)

    Short-Term Incentive Awards (Cash-Based) Our short-term, performance-based incentive compensation program is cash-based and is designed to reward key employees, including executive officers, for their contributions to the Company based on clear, measurable criteria. After the end of each fiscal year, the Compensation Committee reviews management’s recommendations for Cash Incentive Awards for executive officers (other than for the Chief Executive Officer for whom management makes no recommendation). The Compensation Committee evaluates the following criteria and information when approving the short-term incentive awards for executive officers:

  60. Short-Term Incentive Awards (Cash-Based)

    | | Our performance in relation to our adjusted operating income. The adjusted operating income goal is calculated excluding the impact of amortization expense and impairment charges related to intangible assets, special project costs, gains and losses related to the sale of a business, unallocated derivative gains and losses, and other infrequently occurring items that do not directly reflect ongoing operating results, such as unrealized gains and losses on the investment in equity securities. Also, according to the plan, the adjusted operating income may exclude other items as determined by the Compensation Committee. The determination of our performance, excluding these charges, is consistent with the way management and the Board evaluates our business; |

  61. Short-Term Incentive Awards (Cash-Based)

    | | Our top-line performance in relation to net sales goals. Net sales goals may exclude certain items as determined by the Compensation Committee and is consistent with the way management and the Board evaluates our business; |

  62. Short-Term Incentive Awards (Cash-Based)

    | | Our performance in relation to our ESG objectives for such fiscal year; and |

  63. Short-Term Incentive Awards (Cash-Based)

    | | In general, if an executive officer has responsibilities that include oversight of a strategic business area, a significant percentage of this short-term incentive award is tied to that strategic business area’s performance in relation to its annual net sales and segment profit goal, and the Compensation Committee reviews attainment of relevant goals for those areas each year. |

  64. Short-Term Incentive Awards (Cash-Based)

    All executive officers, including the Named Executive Officers, had their annual cash incentive awards for fiscal year 2023 based on the achievement of our annual performance targets for adjusted operating income and net sales, as well as

  65. Short-Term Incentive Awards (Cash-Based)

    | 46 | The J. M. Smucker Company | | 2023 Proxy Statement |

  66. Short-Term Incentive Awards (Cash-Based)

    ESG objectives. Such awards for executive officers were based 70% on the achievement of the adjusted operating income target, 20% on the achievement of the net sales target, and 10% based on the achievement of the ESG objectives, which were focused on our inclusion, diversity, and equity efforts. The adjusted operating income portion of the short-term incentive awards can range from 0% of the target award amount if we fail to achieve at least 90% of our adjusted operating income goal, to a maximum of 200% of the target award amount if we achieve or exceed 110% of our adjusted operating income goal. The net sales portion of the short-term incentive awards can range from 0% of the target award amount if we fail to achieve at least 98% of our net sales goal, to a maximum of 200% of the target award amount if we achieve or exceed 103% of our net sales goal. Finally, the ESG portion of the short-term incentive awards will be paid out at 0% or 100%, as determined by the Compensation Committee, based on the Company’s achievement of its qualitative ESG objectives, which included the following for fiscal year 2023: (i) launching the Company’s inclusion, diversity, and equity organization model; (ii) fostering an inclusive and equitable workplace; (iii) increasing People of Color at every level and women in leadership; and (iv) sharing our efforts with our external communities and customers. Participants in the short-term incentive compensation program receive a percentage of their target award based on our performance as shown in the following table. No awards are made unless we achieve at least 90% of our adjusted operating income goal, and no awards are made with respect to the net sales portion of the award unless we achieve at least 98% of our net sales goal.

  67. Short-Term Incentive Awards (Cash-Based)

    | Ranges | Percentage of Target Award Earned | Net Sales Performance Level Achieved | AOI Performance Level Achieved | ESG Performance Level Achieved (1) | | Below Threshold | 0% | <98% | <90% | 0% | | Threshold | 25% | 98% | 90% | — | | Target | 100% | 100% | 100% | 100% | | Maximum (2) | 190% | 103% | 110% | — |

  68. Short-Term Incentive Awards (Cash-Based)

    | (1) The ESG portion of the short-term incentive awards for executive officers will be paid out at 0% or 100%, as determined by the Compensation Committee. |

  69. Short-Term Incentive Awards (Cash-Based)

    | (2) The maximum payout for the adjusted operating income and net sales targets is 200%, and the maximum payout for the ESG objectives is 100%. Therefore, the combined maximum payout for the executive officers is 190%. |

  70. Short-Term Incentive Awards (Cash-Based)

    In the event adjusted operating income performance is between the ranges set forth in the table above, the Compensation Committee determines the percentage of the award that is earned by mathematical interpolation for each such range as follows: (i) for each increase of 1% above the threshold performance level but at or below the target performance level, the percentage of the target award earned increases by 7.5%; and (ii) for each increase of 1% above the target performance level and up to the maximum performance level, the percentage of target award earned increases by 10%. In the event net sales performance is between the ranges set forth in the table above, the Compensation Committee determines the percentage of the award that is earned by mathematical interpolation for each such range as follows: (i) for each increase of 0.5% above the threshold performance level but at or below the target performance level, the percentage of the target award earned increases by 18.75%; and (ii) for each increase of 0.5% above the target performance level and up to the maximum performance level, the percentage of target award earned increases by 16.67%. Finally, the ESG portion of the short-term incentive awards for executive officers will be paid out at 0% or 100%, as determined by the Compensation Committee, based on the Company’s achievement of its qualitative and quantitative ESG objectives, which are set forth below for fiscal year 2023. Our progress made toward each of these objectives is detailed in the “FY23 ESG Accomplishments” table on page 50. For the Named Executive Officers, the target award is tied solely to the corporate adjusted operating income and net sales performance targets, in addition to the ESG objectives. Individual performance is not a factor in determining Cash Incentive Awards for the Named Executive Officers. The Compensation Committee, however, does have discretion to reduce a Named Executive Officer’s award but did not do so in fiscal year 2023.

  71. Short-Term Incentive Awards (Cash-Based)

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  72. Short-Term Incentive Awards (Cash-Based)

    Incentive target awards for executive officers under the short-term incentive compensation program are also approved by the Compensation Committee and are represented as a percentage of each executive officer’s base salary. The target award percentage for each executive officer is reviewed regularly by the Compensation Committee with input from Semler Brossy. Named Executive Officers’ target awards ranged from 80% to 140% of base salary depending on the responsibilities and experience of the Named Executive Officer. For fiscal year 2023, the most a Named Executive Officer was eligible to receive in such fiscal year was 190% of the target award (i.e., between 152% and 266% of base salary). Set forth below is an example of the calculation of a Cash Incentive Award for an executive officer with corporate responsibilities: Example: An executive officer with corporate responsibilities, an annual base salary of $200,000, and a Cash Incentive Award target award of 50% of base salary would receive the following Cash Incentive Award based on achievement of performance levels for all categories as shown below:

  73. Short-Term Incentive Awards (Cash-Based)

    | | | Threshold (25%) | | Target (100%) | | Maximum (190%) (1) | | | Weight | | Performance Level Achieved | Cash Incentive Award Earned ($) | Performance Level Achieved | Cash Incentive Award Earned ($) | Performance Level Achieved | Cash Incentive Award Earned ($) | | Adjusted Operating Income | 70% | 90% | $17,500 | 100% | $70,000 | 110% | $140,000 | | Net Sales | 20% | 98% | $5,000 | 100% | $20,000 | 103% | $40,000 | | ESG (2) | 10% | <100% | $0 | 100% | $10,000 | >100% | $10,000 | | Total | 100% | | $22,500 | | $100,000 | | $190,000 |

  74. Short-Term Incentive Awards (Cash-Based)

    | (1) The maximum payout for the adjusted operating income and net sales targets is 200%, and the maximum payout for the ESG objectives is 100%. Therefore, the combined maximum payout for the executive officers is 190%. |

  75. Short-Term Incentive Awards (Cash-Based)

    | (2) The ESG portion of the short-term incentive awards for executive officers will be paid out at 0% or 100%, as determined by the Compensation Committee. |

  76. Short-Term Incentive Awards (Cash-Based)

    The short-term incentive compensation program corporate performance goals for fiscal year 2023 were as shown in the following table:

  77. Short-Term Incentive Compensation Program

    Short-Term Incentive Compensation Program

  78. Corporate Performance Goals for

    Corporate Performance Goals for

  79. Fiscal Year 2023

    | Ranges | Performance Level Achieved (Adjusted Operating Income) (in Millions) | Performance Level Achieved (Net Sales) (in Millions) | Percentage of Cash Incentive Award Opportunity Earned | | Below Threshold | Below $1,203.9 (90% of Target) | Below $8,151.4 (98% of Target) | 0% | | Threshold | $1,203.9 (90% of Target) | $8,151.4 (98% of Target) | 25% | | Target | $1,337.7 | $8,317.8 | 100% | | Maximum | $1,471.5 (110% of Target) | $8,567.3 (103% of Target) | 200% |

  80. Short-Term Incentive Targets

    Short-Term Incentive Targets

  81. (As a Percentage of Base Salary)

    | Metric | Total TargetX | Weighting | = | Target Award | Performance to Plan | Payout % of Target | = | Award Payout | | Adjusted Operating Income | $100,000X | 70% | = | $70,000 | 106% | 160% | = | $112,000 | | Net Sales | $100,000X | 20% | = | $20,000 | 102.5% | 183.3% | = | $36,660 | | ESG | $100,000X | 10% | = | $10,000 | 100% | 100% | = | $10,000 | | | | | | $100,000 | | | | $158,660 |

  82. Long-Term Incentive Awards (Stock-Based)

    Long-Term Incentive Awards (Stock-Based) Our long-term, performance-based compensation is stock-based and designed to align the interests of management with the interests of our shareholders. Equity awards are currently issued under the 2020 Plan. Beginning with awards made in June 2019 for fiscal year 2020, the Compensation Committee approved significant changes to our long-term incentive compensation program in order to strengthen the alignment of our management incentives with our long-term business objectives, to better align the interests of management with the interests of our shareholders, and to increase the market competitiveness of our long-term plan design. Under our long-term incentive compensation program, non-executive officer participants receive two separate long-term incentive awards and executive officer participants receive three separate long-term incentive awards.

  83. Long-Term Incentive Awards (Stock-Based)

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  84. Long-Term Incentive Awards (Stock-Based)

    The first award consists of performance units that will generally vest at the end of three years and are based 75% on the achievement of our three-year performance target for adjusted earnings per share and 25% on the achievement of our three-year performance target for return on invested capital, as established by the Compensation Committee at the beginning of the three-year period. Awards only vest if we achieve at least 90% of our adjusted earnings per share target. The following table summarizes the actual performance units which vest at various achievement levels.

  85. Long-Term Incentive Awards (Stock-Based)

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

  86. Long-Term Incentive Awards (Stock-Based)

    In the event performance is between the ranges set forth in the table above, the Compensation Committee determines the percentage of the performance units that are earned by mathematical interpolation for each such range as follows: (i) for each increase of 1% from 90% of the target performance level to and including 95% of the target performance level, the percentage of the target award earned increases by 7.5%; (ii) for each increase of 1% from 95% of the target performance level to and including 105% of the target performance level, the percentage of the target award earned increases by 2.5%; (iii) for each increase of 1% from 105% of the target performance level to and including 110% of the target performance level, the percentage of the target award earned increases by 5%; and (iv) for each increase of 1% above 110% of the target performance level but below the maximum performance level, the percentage of the target award earned increases by 12.5%. The second award consists of restricted stock (or restricted stock units for certain non-executive officer participants who reside outside of the United States in order to comply with local laws and to provide favorable tax treatment to foreign recipients) that are not performance based and will generally ratably vest in equal tranches over a three-year period. The third award consists of stock options for executive officers (which further align our executive officers with shareholders by creating value through share price appreciation) and will generally ratably vest in equal tranches over a three-year period. Executive officers, including all of the Named Executive Officers, receive 60% of their long-term incentive award in performance units, 20% in restricted stock, and 20% in stock options. The other essential features of the equity awards are as follows:

  87. Long-Term Incentive Awards (Stock-Based)

    | | Subject to Compensation Committee approval for elected officers and authorized executive officer approval for other participants, grants of equity awards are generally made each June; |

  88. Long-Term Incentive Awards (Stock-Based)

    | | Equity awards that a participant is eligible to receive are computed based on a participant’s base salary and long-term incentive target at the time of the grant of the award for the fiscal year in which the equity award is being measured; |

  89. Long-Term Incentive Awards (Stock-Based)

    | | In order to receive an equity award, participants must be employed by the Company at the time of the grant; |

  90. Long-Term Incentive Awards (Stock-Based)

    | | Upon participants reaching the age of 60 with at least 10 years of service (or the age of 60 with at least five years of service for John P. Brase), all restricted stock vests on the later of the first anniversary of the grant date and the date that the participant meets such age and service requirements, and all stock options vest when the participant retires from the Company after reaching such age and service requirements so long as such date is after the first anniversary of the grant date; |

  91. Long-Term Incentive Awards (Stock-Based)

    | | If a participant retires from the Company upon reaching the age of 60 with at least 10 years of service (or the age of 60 with at least five years of service for John P. Brase) and such retirement occurs after the first anniversary of the beginning of the performance period, the participant |

  92. Long-Term Incentive Awards (Stock-Based)

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  93. Long-Term Incentive Awards (Stock-Based)

    | vests in the total number of the performance units that become “vesting eligible units” (based on actual performance at the end of the three-year period); |

  94. Long-Term Incentive Awards (Stock-Based)

    | | If a participant leaves the Company following two years after the grant date under circumstances determined by the Compensation Committee to be for the convenience of the Company, the remaining stock options and restricted stock from that grant vest immediately; |

  95. Long-Term Incentive Awards (Stock-Based)

    | | If a participant leaves the Company following the first anniversary of the beginning of the performance period under circumstances determined by the Compensation Committee to be for the convenience of the Company, the participant vests in such number of performance units that become “vesting eligible units” (based on actual performance at the end of the three-year period) multiplied by a fraction, the numerator of which is the number of months from the beginning of the performance period through the termination of employment, and the denominator of which is 36; |

  96. Long-Term Incentive Awards (Stock-Based)

    | | Upon the occurrence of a change in control, all of the stock options and restricted stock granted during or prior to fiscal year 2022 vest immediately, and the performance units granted during or prior to fiscal year 2022 vest at the target number of units upon the consummation of the change in control; |

  97. Long-Term Incentive Awards (Stock-Based)

    | | A double-trigger change in control provision was added for all awards granted during or after fiscal year 2023, pursuant to which such awards will immediately vest if we have a change in control and the participant’s employment is terminated or the participant resigns for good reason; |

  98. Long-Term Incentive Awards (Stock-Based)

    | | If a participant dies or his or her employment with the Company is terminated due to a disability, all of the stock options and restricted stock vest immediately, and the performance units vest at the target number of units multiplied by a fraction, the numerator of which is the number of months from the beginning of the performance period through the participant’s death or termination for disability, and the denominator of which is 36; |

  99. Long-Term Incentive Awards (Stock-Based)

    | | Unvested equity awards are generally forfeited upon an employee’s voluntary departure from the Company; and |

  100. Long-Term Incentive Awards (Stock-Based)

    | | The equity awards include restrictive covenants, including confidentiality obligations and non-solicit, non-interference, and non-competition covenants. In addition to other remedies which may be available, violations of those covenants may result in forfeiture of any awards and repayment of any proceeds from any awards. |

  101. Long-Term Incentive Awards (Stock-Based)

    Management makes no recommendation regarding long-term incentive awards for the Chief Executive Officer. However, the Compensation Committee, after considering input from Semler Brossy regarding the external market and other factors, makes grants to the Chief Executive Officer based on the same performance standards as used for the other participants.

  102. Long-Term Incentive Awards (Stock-Based)

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  103. Long-Term Incentive Awards (Stock-Based)

    The long-term incentive targets for the Named Executive Officers for fiscal years 2022 and 2023 are set forth in the following table:

  104. Long-Term Incentive Targets

    Long-Term Incentive Targets

  105. Long-Term Award Snapshot (Stock Based)

    Long-Term Award Snapshot (Stock Based)

  106. Long-Term Award Snapshot (Stock Based)

    | 54 | The J. M. Smucker Company | | 2023 Proxy Statement |

  107. Long-Term Incentive Awards — Three-Year Performance Period Ending Fiscal Year 2023

    Long-Term Incentive Awards — Three-Year Performance Period Ending Fiscal Year 2023 For the fiscal year 2021 performance units that were granted in June 2020 and to be settled in June 2023 based on the performance of the Company for the three fiscal year period commencing May 1, 2020 and ending April 30, 2023, the Compensation Committee approved the target corporate adjusted earnings per share goal of $9.70 and the target corporate return on invested capital goal of 7.00%. Specifically, with respect to the three fiscal year period commencing May 1, 2020 and ending April 30, 2023, we achieved adjusted earnings per share of $8.92, representing 92% of the target amount, and return on invested capital of 0.53%, representing 8% of the target amount. Since we exceeded the threshold of the adjusted earnings per share goal (providing for a payout of 65%) but not the return on invested capital goal (providing for no payout), 48.75% of the performance units granted in June 2020 vested in June 2023.

  108. Long-Term Awards – Three-Year Performance Period Ending Fiscal Year 2023

    Long-Term Awards – Three-Year Performance Period Ending Fiscal Year 2023 Following the end of fiscal year 2023, the three-year performance periods for the grant of performance units in fiscal years 2022 and 2023 were not complete, so no performance units were earned by the Named Executive Officers.

  109. Role of Our Outside Compensation Consultant

    Role of Our Outside Compensation Consultant Pursuant to the Compensation Committee charter, the Compensation Committee has the sole authority to (i) engage compensation consultants to assist in the evaluation of non-employee Director and executive officer compensation, (ii) set the fees and other retention terms of such compensation consultants, and (iii) assess the independence of such

  110. Role of Our Outside Compensation Consultant

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  111. Role of Our Outside Compensation Consultant

    compensation consultants. Such consultants report directly to the Compensation Committee and do not perform any services directly on behalf of our management team. Before selecting a compensation consultant, the Compensation Committee takes into account all factors relevant to assessing such compensation consultant’s independence, including the following six factors:

  112. Role of Our Outside Compensation Consultant

    | | The provision of other services to the Company by the compensation consultant’s employer; |

  113. Role of Our Outside Compensation Consultant

    | | The amount of fees received from the Company by the compensation consultant’s employer, as a percentage of total revenues of the employer; |

  114. Role of Our Outside Compensation Consultant

    | | The policies and procedures of the compensation consultant’s employer that are designed to prevent conflicts of interest; |

  115. Role of Our Outside Compensation Consultant

    | | Any business or personal relationship of the compensation consultant with a member of the Compensation Committee; |

  116. Role of Our Outside Compensation Consultant

    | | Any stock of the Company owned by the compensation consultant; and |

  117. Role of Our Outside Compensation Consultant

    | | Any business or personal relationship of the compensation consultant or the compensation consultant’s employer with one of our executive officers. |

  118. Role of Our Outside Compensation Consultant

    The Compensation Committee has retained, and has confirmed the independence of, Semler Brossy as an outside consultant to assist, as directed, in the fulfillment of various aspects of the Compensation Committee’s charter. Semler Brossy reports directly to the Compensation Committee and participates in executive sessions with the Compensation Committee, without members of our management present. Our Chief Executive Officer, Chief People and Company Services Officer, and Chief Legal Officer also attend the non-executive session portions of the Compensation Committee meetings. In accordance with its corporate governance model, the Compensation Committee makes all decisions concerning compensation and benefits for our executive officers, and the Compensation Committee relies on Semler Brossy for advice, data, and market information regarding executive officer and Director compensation. During fiscal year 2023, Semler Brossy attended all Compensation Committee meetings virtually and assisted the Compensation Committee with:

  119. Role of Our Outside Compensation Consultant

    | | Providing updates on relevant trends and developments in executive officer and Director compensation; |

  120. Role of Our Outside Compensation Consultant

    | | Assessing our peer group and the competitiveness of pay levels and practices; |

  121. Role of Our Outside Compensation Consultant

    | | Evaluating programs and recommendations put forth by management against the Compensation Committee’s stated rewards objectives; |

  122. Role of Our Outside Compensation Consultant

    | | Reviewing the compensation of non-employee Directors and executive officers; |

  123. Role of Our Outside Compensation Consultant

    | | Reviewing information to be included in the compensation sections of our proxy statement; and |

  124. Role of Our Outside Compensation Consultant

    | | Reviewing our risk assessment of all of our compensation plans. |

  125. Role of Our Outside Compensation Consultant

    The Compensation Committee authorized Semler Brossy staff members working on the Compensation Committee’s behalf to interact with our management, as needed, to obtain or confirm information for presentation to the Compensation Committee. Semler Brossy has never performed any additional services for the Company other than the types of services mentioned herein.

  126. Base Salary and Compensation Determination

    | | Managing the business, over the long term, to serve all of our constituents, namely consumers, customers, employees, suppliers, communities in which we work, and our shareholders; |

  127. Base Salary and Compensation Determination

    | | Designing and implementing our long-term strategy; |

  128. Employment Agreements

    Employment Agreements Except for the employment offer letter, dated February 28, 2020, that the Company entered into with John P. Brase in connection with his hiring as our Chief Operating Officer, we do not have employment agreements with any of our executive officers. If we have a change in control, all outstanding equity awards for all participants granted during or prior to fiscal year 2022 will immediately vest. Beginning with equity awards granted in June 2022 for fiscal year 2023, such awards will immediately vest if we have a change in control and the participant’s employment is terminated or the participant resigns for good reason. The definition of change in control for purposes of accelerating the vesting of equity awards is set forth in the 2020 Plan.

  129. Employment Agreements

    | The J. M. Smucker Company | | 2023 Proxy Statement | 61 |

  130. Change in Control Severance Agreements

    Change in Control Severance Agreements In connection with our ongoing efforts to align our compensation program with competitive market practices, we have entered into Change in Control Severance Agreements (the “Severance Agreement”) with several of our key employees, including all of the Named Executive Officers. The term of the Severance Agreement is two years, with automatic one-year renewals on each one-year anniversary of the effective date. Subject to limited exceptions, the Board may terminate the Severance Agreement at its discretion. Generally, the Severance Agreement only entitles key employees to severance benefits upon a termination by the Company without “cause” or by the key employee for “good reason” in connection with a “change in control” (each as defined in the Severance Agreement), within a 24-month period after a change in control event. Under those limited circumstances, an eligible employee will receive severance benefits consisting of: (i) a lump-sum payment equal to two times the sum of annual base salary and the target annual bonus; (ii) pro-rata target bonus for the year of termination; (iii) a lump sum amount equal to COBRA premiums for 18 months; and (iv) if requested by the employee, outplacement services not to exceed $25,000. In order to receive severance payments, the employee must execute a general release of claims in favor of the Company. The Severance Agreement includes non-competition and non-solicitation of employees covenants, which apply during the employee’s term of employment with the Company and for a period of 18 months following the date of the employee’s termination of employment for any reason, whether before or after a change in control. The Severance Agreement does not provide for gross-up payments to be made in the event any payment or benefit due to an employee would be subject to the excise tax under Section 4999 of the Code, based on such payments being classified as “excess parachute payments” under Section 280G of the Code. However, in the event any payment or benefit due to an employee would be subject to such excise tax, then the amounts payable to such employee will be reduced to the maximum amount that does not trigger the excise tax, unless the applicable employee would be better off (on an after-tax basis) receiving all such payments and benefits and paying all applicable income and excise tax thereon.

  131. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information concerning the compensation of the Named Executive Officers for fiscal year 2023 and, where required, fiscal years 2022 and 2021. Please read the “Compensation Discussion and Analysis” in conjunction with reviewing this table.

  132. SUMMARY COMPENSATION TABLE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Mark T. Smucker Chair of the Board, President and Chief Executive Officer | 2023 2022 2021 | 1,143,077 1,100,385 1,042,500 | 23,000 22,100 44,000 | 5,014,262 4,143,838 3,598,208 | 1,253,526 1,381,245 1,199,375 | 2,554,426 1,748,110 2,859,500 | 1,160,679 — 3,626,179 | 199,567 115,961 80,675 | 11,348,537 8,511,639 12,450,437 | | Tucker H. Marshall Chief Financial Officer | 2023 2022 2021 | 616,154 591,154 568,308 | 12,400 11,900 11,400 | 1,165,617 1,004,064 940,550 | 291,413 334,676 313,500 | 836,138 537,880 812,250 | — — — | 91,650 111,413 67,588 | 3,013,372 2,591,087 2,713,596 | | John P. Brase Chief Operating Officer | 2023 2022 2021 | 722,846 709,308 700,000 | 14,500 14,220 10,060 | 1,740,095 1,599,758 1,575,050 | 435,005 533,245 525,000 | 1,150,285 803,430 1,330,000 | — — — | 165,634 191,163 128,855 | 4,228,365 3,851,124 4,268,965 | | Jeannette L. Knudsen Chief Legal Officer and Secretary | 2023 2022 2021 | 579,846 552,385 519,500 | 11,680 11,140 15,740 | 1,074,822 939,941 691,253 | 268,663 313,317 230,400 | 741,260 503,528 750,975 | — — — | 96,882 130,833 83,530 | 2,773,153 2,451,144 2,291,398 | | Jill R. Penrose Chief People and Company Services Officer | 2023 | 521,539 | 10,500 | 840,060 | 210,002 | 666,372 | — | 89,479 | 2,337,952 |

  133. SUMMARY COMPENSATION TABLE

    | (1) Included in column (d) for all of the Named Executive Officers is a holiday bonus representing 2% of annual base salary at the time of payment, which is provided to all of our salaried and hourly non-represented employees. The amounts reported for Mark T. Smucker and Jeannette L. Knudsen for fiscal year 2021 include a one-time cash payment approximating the amount of their annual base salary increases for the period of July through October 2020 had their original salary increases been implemented in June 2020. |

  134. SUMMARY COMPENSATION TABLE

    | (2) For all the Named Executive Officers the amounts reported in column (e) for fiscal year 2023 reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of the restricted stock awards granted on June 15, 2022 and the performance unit awards granted on July 8, 2022 pursuant to our long-term incentive compensation program. The restricted stock awards generally ratably vest in equal tranches over a three-year period. |

  135. SUMMARY COMPENSATION TABLE

    | The performance unit awards have three-year cliff vesting and will vest to the extent the pre-established performance criteria are met over the three-year performance period from May 1, 2022 to April 30, 2025. Target award opportunities were expressed in dollars and converted to the target number of performance units using $138.83, the average closing share price for the final five trading days of fiscal year 2022 and the first five trading days of fiscal year 2023 and rounded up to the nearest share. Since these awards are subject to future performance conditions, such amounts are based on the probable outcome of the relevant performance conditions as of the grant date. The actual value of the performance unit awards at the time of payout will depend upon achievement of the performance criteria as well as the price of the Company’s common shares at the time of vesting. Assuming that the highest level of performance was achieved for these awards, the grant date fair value of these awards would have been Mark T. Smucker, $7,521,254; Tucker H. Marshall, $1,748,425; John P. Brase, $2,610,004; Jeannette L. Knudsen, $1,612,094; and Jill R. Penrose, $1,260,021. These values are slightly higher than the amounts approved since we round up when calculating the number of performance units. |

  136. SUMMARY COMPENSATION TABLE

    | If a Named Executive Officer retires from the Company upon reaching the age of 60 with at least 10 years of service (or the age of 60 with at least five years of service for John P. Brase) and such retirement occurs after the first anniversary of the beginning of the performance period, the participant vests in the total number of the performance |

  137. SUMMARY COMPENSATION TABLE

    | 64 | The J. M. Smucker Company | | 2023 Proxy Statement |

  138. SUMMARY COMPENSATION TABLE

    | units that become “vesting eligible units” (based on actual performance at the end of the three-year period). Restricted stock awards fully vest on the later of the first anniversary of the date of grant if a Named Executive Officer is retirement eligible or on the date the Named Executive Officer becomes retirement eligible. |

  139. SUMMARY COMPENSATION TABLE

    | For a description of the assumptions made in the valuation of such awards, see the note entitled “Share-Based Payments” to the Consolidated Financial Statements in our Annual Report on Form 10-K. |

  140. SUMMARY COMPENSATION TABLE

    | (3) The amounts reported in column (f) reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of stock option awards granted on June 15, 2022 pursuant to our long-term incentive compensation program. The estimated value of stock options is calculated using the Black-Scholes model. The options granted on June 15, 2022 have an exercise price of $125.82. Such options generally ratably vest in equal tranches over a three-year period. |

  141. SUMMARY COMPENSATION TABLE

    | (4) The amounts shown in column (g) for all of the Named Executive Officers represent performance-based awards under our short-term incentive compensation program. The incentive payment was based on achievement of performance targets established for fiscal year 2023 and was paid in June 2023, subsequent to the end of the fiscal year for which such payment relates. Performance criteria under the short-term incentive compensation program relate to our performance and are discussed in detail under the heading “Short-Term Incentive Awards.” |

  142. SUMMARY COMPENSATION TABLE

    | (5) The amounts shown in column (h) represent the increase in present value of accumulated benefits accrued under the Qualified Pension Plan and the SERP. A discussion of the assumptions made in determining this increase is included below under the heading “Pension Benefits.” |

  143. SUMMARY COMPENSATION TABLE

    | (6) Column (i) includes payments made by us to defined contribution plans for the Named Executive Officers. |

  144. SUMMARY COMPENSATION TABLE

    | The Named Executive Officers received various perquisites provided by or paid by the Company, and the incremental value of such perquisites for the Named Executive Officers is also included in column (i). These perquisites included personal use of our aircraft (primarily by the Chief Executive Officer for fiscal year 2023, which the Board encourages for the safety and well-being of such officers and their families), periodic physical examinations, financial and tax planning assistance, tickets to entertainment events, a fixed flexible perquisite of $10,000 intended to be used for health, wellness, social, or travel club dues and expenses, and charitable matching gifts under our matching gift program, which is available to all of our full-time employees and Directors. We match gifts of up to $5,000 per calendar year for Company leadership (inclusive of executive officers) and Directors and $2,500 per year for other full-time employees to accredited colleges and universities that offer four-year degree programs and to certain other designated charitable organizations. We also match gifts of up to an additional $2,500 for Company leadership (inclusive of executive officers) to charitable organizations on whose board he or she serves. |

  145. SUMMARY COMPENSATION TABLE

    | All Named Executive Officers received perquisites in excess of $10,000 for fiscal year 2023. The aggregate value of each perquisite or other personal benefit exceeding the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for executive officers is as follows: Mark T. Smucker’s personal use of our aircraft totaled $146,467 and John P. Brase’s personal use of our aircraft totaled $30,279. In valuing personal use of our aircraft in fiscal year 2023, we used aggregate incremental costs incurred, including costs related to fuel, landing fees, crew meals, and other miscellaneous costs. |

  146. SUMMARY COMPENSATION TABLE

    | The following table provides a breakdown of the Company-provided benefits included in column (i): |

  147. SUMMARY COMPENSATION TABLE

    | Name | Use of Aircraft | Flexible Perquisite | Financial and Tax Planning Assistance | Executive Physical | Employer Matching Funds under 401(k) Plan | Company Contributions to Deferred Compensation Accounts | Charitable Matching Gifts under Gift Matching Program | | Mark T. Smucker | $146,467 | $10,000 | $20,000 | — | $23,100 | — | — | | Tucker H. Marshall | — | $10,000 | — | — | $21,888 | $59,762 | — | | John P. Brase | $30,279 | $10,000 | $10,000 | — | $21,652 | $86,203 | $7,500 | | Jeannette L. Knudsen | $2,728 | $10,000 | $6,500 | — | $21,932 | $54,722 | $1,000 | | Jill R. Penrose | — | $10,000 | $10,000 | — | $21,835 | $45,219 | $2,425 |

  148. SUMMARY COMPENSATION TABLE

    | The J. M. Smucker Company | | 2023 Proxy Statement | 65 |

  149. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  150. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | (j) All Other Stock Awards: Number of Shares of Stock (#)(3) | (k) All Other Option Awards: Number of Securities Underlying Options (#)(4) | (l) Exercise or Base Price of Option Awards ($/SH) | (m) Grant Date Fair Value of Stock and Option Awards ($) (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark T. Smucker | — | Cash | 402,500 | 1,610,000 | 3,059,000 | — | — | — | — | — | — | — | | | 7/8/2022 | Performance Units | — | — | — | 13,544 | 27,088 | 54,176 | — | — | — | 3,760,627 | | | 6/15/2022 | Options | — | — | — | — | — | — | — | 47,717 | 125.82 | 1,253,526 | | | 6/15/2022 | Restricted Stock | — | — | — | — | — | — | 9,030 | — | — | 1,253,635 | | Tucker H. Marshall | — | Cash | 131,750 | 527,000 | 1,001,300 | — | — | — | — | — | — | — | | | 7/8/2022 | Performance Units | — | — | — | 3,149 | 6,297 | 12,594 | — | — | — | 874,213 | | | 6/15/2022 | Options | — | — | — | — | — | — | — | 11,093 | 125.82 | 291,413 | | | 6/15/2022 | Restricted Stock | — | — | — | — | — | — | 2.099 | — | — | 291,404 | | John P. Brase | — | Cash | 181,250 | 725,000 | 1,377,500 | — | — | — | — | — | — | — | | | 7/8/2022 | Performance Units | — | — | — | 4,700 | 9,400 | 18,800 | — | — | — | 1,305,002 | | | 6/15/2022 | Options | — | — | — | — | — | — | — | 16,559 | 125.82 | 435,005 | | | 6/15/2022 | Restricted Stock | — | — | — | — | — | — | 3,134 | — | — | 435,093 | | Jeannette L. Knudsen | — | Cash | 116,800 | 467,200 | 887,680 | — | — | — | — | — | — | — | | | 7/8/2022 | Performance Units | — | — | — | 2,903 | 5,806 | 11,612 | — | — | — | 806,047 | | | 6/15/2022 | Options | — | — | — | — | — | — | — | 10,227 | 125.82 | 268,663 | | | 6/15/2022 | Restricted Stock | — | — | — | — | — | — | 1,936 | — | — | 268,775 | | Jill R. Penrose | — | Cash | 105,000 | 420,000 | 798,000 | — | — | — | — | — | — | — | | | 7/8/2022 | Performance Units | — | — | — | 2,269 | 4,538 | 9,076 | — | — | — | 630,010 | | | 6/15/2022 | Options | — | — | — | — | — | — | — | 7,994 | 125.82 | 210.002 | | | 6/15/2022 | Restricted Stock | — | — | — | — | — | — | 1,513 | — | — | 210,050 |

  151. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Estimated possible payouts included in the Non-Equity Incentive Plan Awards columns relate to cash payments eligible under our short-term incentive compensation program. The amounts in column (d) reflect 25% of the target amount in column (e), while the amounts in column (f) reflect 190% of such target amounts. The amounts are based on salaries in effect as of April 30, 2023 for each Named Executive Officer, which is the basis for determining the actual payments to be made subsequent to fiscal year end. |

  152. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) The amounts shown in columns (g) through (i) represent the number of shares the Named Executive Officers are eligible to earn at the threshold, target, and maximum levels in connection with the target performance units granted in July 2022 under our long-term incentive compensation program. As described in more detail in the “Compensation Discussion and Analysis,” these performance unit awards provide the Named Executive Officers with an opportunity to earn shares of common stock, the amount of which will be determined based on the Company’s performance against pre-established performance criteria over the three-year performance period from May 1, 2022 to April 30, 2025. Target award opportunities were expressed in dollars and converted to the target number of performance |

  153. 2023 GRANTS OF PLAN-BASED AWARDS

    | 66 | The J. M. Smucker Company | | 2023 Proxy Statement |

  154. 2023 GRANTS OF PLAN-BASED AWARDS

    | units using $138.83, the average closing share price for the final five trading days of fiscal year 2022 and the first five trading days of fiscal year 2023 and rounded up to the nearest share. |

  155. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) The amounts shown in column (j) represent annual restricted stock awards granted in June 2022 under our long-term incentive compensation program. |

  156. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) The amounts shown in column (k) represent annual stock option awards granted in June 2022 under our long-term incentive compensation program. |

  157. 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) The amounts shown in column (m) shows the grant date fair value of: (i) the performance units granted in July 2022 calculated in accordance with ASC Topic 718 based on the probable outcome of the performance conditions as of the grant date, (ii) the restricted stock grants shown in column (j) of this table, and (iii) the stock options shown in column (k) of this table calculated using the Black-Scholes model. |

  158. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

  159. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | (a) Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (6) | | Mark T. Smucker | 60,611 | — | — | $123.68 | 6/13/2029 | — | — | 89,304 | 13,789,431 | | | 56,551 | 28,270 | — | $108.90 | 6/17/2030 | 40,028 | 6,180,723 | — | — | | | 20,504 | 40,994 | — | $135.53 | 6/15/2031 | — | — | — | — | | | — | 47,717 | — | $125.82 | 6/15/2032 | — | — | — | — | | Tucker H. Marshall | — | 7,389 | — | $108.90 | 6/17/2030 | — | — | 21,964 | 3,391,461 | | | 4,968 | 9,933 | — | $135.53 | 6/15/2031 | 4,781 | 738,234 | — | — | | | — | 11,093 | — | $125.82 | 6/15/2032 | — | — | — | — | | John P. Brase | 24,754 | 12,375 | — | $108.90 | 6/17/2030 | — | — | 35,021 | 5,407,593 | | | 7,916 | 15,826 | — | $135.53 | 6/15/2031 | 10,634 | 1,641,996 | — | — | | | — | 16,559 | — | $125.82 | 6/15/2032 | — | — | — | — | | Jeannette L. Knudsen | 11,522 | — | — | $123.68 | 6/13/2029 | — | — | 18,842 | 2,909,393 | | | 10,864 | 5,430 | — | $108.90 | 6/17/2030 | 11,692 | 1,805,362 | — | — | | | 4,651 | 9,299 | — | $135.53 | 6/15/2031 | — | — | — | — | | | — | 10,227 | — | $125.82 | 6/15/2032 | — | — | — | — | | Jill R. Penrose | 8,306 | — | — | $123.68 | 6/13/2029 | — | — | 14,907 | 2,301,790 | | | 700 | — | — | $103.20 | 12/30/2029 | 9,106 | 1,406,057 | — | — | | | — | 4,795 | — | $108.90 | 6/17/2030 | — | — | — | — | | | 3,357 | 6,711 | — | $135.53 | 6/15/2031 | — | — | — | — | | | — | 7,994 | — | $125.82 | 6/15/2032 | — | — | — | — |

  160. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (1) The stock option awards have vested or will vest on the following dates: |

  161. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | Name | 6/15/2023 | 6/17/2023 | 6/15/2024 | 6/15/2025 | | Mark T. Smucker | 36,406 | 28,270 | 36,401 | 15,904 | | Tucker H. Marshall | 8,666 | 7,389 | 8,663 | 3,697 | | John P. Brase | 13,434 | 12,375 | 13,432 | 5,519 | | Jeannette L. Knudsen | 8,060 | 5,430 | 8,058 | 3,408 | | Jill R. Penrose | 6,022 | 4,795 | 6,019 | 2,664 |

  162. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | The J. M. Smucker Company | | 2023 Proxy Statement | 67 |

  163. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (2) Restricted shares or units outstanding at year end have vested or will vest on the following dates: |

  164. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | Name | 6/13/2023 | 6/15/2023 | 9/27/2023 | 06/15/2024 | 12/30/2024 | 6/15/2025 | 9/1/2026 | 1/27/2028 | | Mark T. Smucker | 30,998 | 3,011 | — | 3,010 | — | 3,009 | — | — | | Tucker H. Marshall | 682 | 700 | 1,000 | 700 | 1,000 | 699 | — | — | | John P. Brase | — | 1,045 | — | 1,045 | — | 1,044 | — | 7,500 | | Jeannette L. Knudsen | 6,056 | 646 | — | 645 | — | 645 | 3,700 | — | | Jill R. Penrose | 4,293 | 505 | — | 504 | — | 504 | 3,300 | |

  165. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (3) Restricted shares granted prior to the changes to our long-term incentive compensation program in fiscal year 2020 generally vest at the end of the four-year period from the date of grant or, if earlier, upon the attainment of age 60 and 10 years of service with the Company (provided that 50% of such restricted shares will be available for settlement of taxes due and the remainder will be subject to a four-year retention period). Restricted shares granted under the current plan generally ratably vest in equal tranches over a three-year period |

  166. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (4) The market value of restricted shares was computed using $154.41, the closing share price of our common shares on April 28, 2023, the last business day of the fiscal year. |

  167. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (5) The amounts shown in column (i) were performance units granted under our long-term incentive compensation program and will vest, subject to achievement of the applicable performance criteria, in June 2023, June 2024, and June 2025. The amounts shown in column (i) reflect the number of shares each of the Named Executive Officers will earn if the target level of performance is achieved. |

  168. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (6) The market value of unearned performance units that have not vested was computed using $154.41, the closing price of our common shares on April 28, 2023, the last business day of the fiscal year. |

  169. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED

  170. 2023 OPTION EXERCISES AND STOCK VESTED

    | (a) Name | Option Awards | | Stock Awards | | | | (b) Number of Shares Acquired on Exercise (#) | (c) Value Realized on Exercise ($) | (d) Number of Shares Acquired on Vesting (#) | (e) Value Realized on Vesting ($) (1) | | Mark T. Smucker | 30,000 | 1,237,725 | 49,718 | 6,268,464 | | Tucker H. Marshall | 22,271 | 822,602 | 2,590 | 326,459 | | John P. Brase | — | — | 25,000 | 3,814,250 | | Jeannette L. Knudsen | 10,000 | 421,950 | 9,688 | 1,221,492 | | Jill R. Penrose | 4,795 | 210,429 | 7,555 | 952,499 |

  171. 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) The market price used in determining the value realized was calculated using the average of the high and low share prices on the NYSE on the date of vesting. |

  172. PENSION BENEFITS

    PENSION BENEFITS We maintain two defined benefit plans in the U.S. that cover the Named Executive Officers. One is the Qualified Pension Plan, which provides funded, tax-qualified benefits (up to the limits on compensation and benefits under the Code) to some of our U.S.-based salaried employees as discussed in the “Qualified Pension Plan” summary below. The second is the SERP, which provides unfunded, non-qualified benefits to certain executive officers. All of the Named Executive Officers included in the “2023 Pension Benefits Table,” except for John P. Brase and Tucker H. Marshall, participate in the Qualified Pension Plan. Mark T. Smucker is the only Named Executive Officer who participates in the SERP.

  173. 2023 Pension Benefits

    2023 Pension Benefits

  174. 2023 Pension Benefits

    | (a) | (b) | (c) | (d) | (e) | | Name | Plan Name | Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mark T. Smucker | Qualified Pension Plan SERP Total | 10.3 25.0 | $169,777 $13,122,578 $13,292,355 | — — | | Tucker H. Marshall | Qualified Pension Plan SERP Total | — — | — — | — — | | John P. Brase | Qualified Pension Plan SERP Total | — — | — — | — — | | Jeannette L. Knudsen | Qualified Pension Plan SERP Total | 5.3 — | $50,266 — $50,266 | — — | | Jill R. Penrose | Qualified Pension Plan SERP Total | 3.4 — | $38,431 — $38,431 | — — |

  175. 2023 Pension Benefits

    | 70 | The J. M. Smucker Company | | 2023 Proxy Statement |

  176. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION

  177. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (a) | (b) | (c) | (d) | (e) | | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings (Loss) in Last Fiscal Year ($) (1) | Aggregate Balance at Last Fiscal Year End ($) | | Mark T. Smucker | — | — | — | — | | Tucker H. Marshall Restoration Plan (2) | 68,299 | 59,762 | 21,011 | 511,892 | | John P. Brase Restoration Plan (2) | 123,147 | 86,203 | 29,878 | 637,118 | | Jeannette L. Knudsen Restoration Plan (2) New SERP (3) | 46,905 — | 54,722 — | 20,278 28,326 | 532,620 790,289 | | Jill R. Penrose Restoration Plan (2) | 64,598 | 45,219 | 50,256 | 1,696,381 |

  178. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (1) No portion of the amounts shown in column (d) are reported in the “Summary Compensation Table” as no earnings are considered to be above market. |

  179. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (2) The Restoration Plan is a non-qualified deferred compensation plan and, as such, is subject to the rules of Section 409A of the Code, which restrict the timing of distributions. Participants in the Restoration Plan may elect to contribute up to 50% of their eligible compensation in excess of federal tax limitations. The Company matches 7% of the first 6% of participant contributions. At the time a deferral election is made, participants elect to receive payout of the deferred amounts upon termination of employment in the form of a lump sum or in annual installments ranging from two to 10 years. Jeannette L. Knudsen became eligible to participate in the Restoration Plan on January 1, 2018. Compensation related to any deferrals has been included as compensation in the “Summary Compensation Table.” |

  180. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (3) The New SERP is a non-qualified deferred compensation plan and, as such, is subject to the rules of Section 409A of the Code, which restrict the timing of distributions. The Company contributes 7% of eligible participants’ compensation. At the time a deferral election is made, participants elect to receive payout of the deferred amounts upon termination of employment in the form of a lump sum or in monthly installments ranging from five to 20 years. No contributions will be made to the New SERP for compensation earned after December 31, 2017. |

  181. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | The J. M. Smucker Company | | 2023 Proxy Statement | 71 |

  182. 2023 CEO PAY RATIO

    2023 CEO PAY RATIO The SEC requires us to disclose the annual total compensation of Mark T. Smucker, our Chief Executive Officer, and our median employee, as well as the ratio of their respective annual total compensation to each other. The annual total compensation values are calculated in accordance with SEC rules applicable to the Summary Compensation Table. The values are as follows for fiscal year 2023, our last completed fiscal year:

  183. 2023 CEO PAY RATIO

    | | Mark T. Smucker’s annual total compensation: $11,348,537; |

  184. 2023 CEO PAY RATIO

    | | Our median employee’s annual total compensation: $74,353; and |

  185. 2023 CEO PAY RATIO

    | | Ratio of Mark T. Smucker’s annual total compensation to our median employee’s annual total compensation: 153 to 1. |

  186. Pay Ratio Methodology

    Pay Ratio Methodology To prepare the pay ratio analysis, SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure, and compensation plans, policies, and procedures. As permitted under SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the 2023 pay ratio disclosure. In accordance with SEC requirements, we determined that there have been no changes to the employee population or employee compensation arrangements in fiscal year 2023 that would be significant to the pay ratio calculation. However, the median employee identified in fiscal year 2022 is no longer employed by the Company. In accordance with SEC rules, we have replaced the fiscal year 2022 median employee with an employee whose compensation is substantially similar. For the pay ratio analysis of our employee population conducted in fiscal year 2022, we chose April 1, 2022 as the determination day to review our global employee population. As of that date, we employed 6,676 people in four countries. Our median employee was selected using wages received by each employee (excluding our Chief Executive Officer), as reflected in our payroll records and reported to the Internal Revenue Service on Form W-2 and the Canada Revenue Agency on Form T4 for the calendar year ended December 31, 2021. As permitted under SEC rules, we excluded five employees in Brazil and two employees in Vietnam, as they represent less than 1% of our total employee population. In determining our median employee, we did not use any of the other exemptions permitted under SEC rules, and we used the employee population as of April 1, 2022 to determine eligibility to identify the median employee. Similarly, we did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or to determine annual total compensation or any elements of annual total compensation for our median employee or Mark T. Smucker. Once we identified our median employee, we calculated the median employee’s annual total compensation for fiscal year 2023 as described above for purposes of determining the ratio of Mark T. Smucker’s annual total compensation to the employee’s annual total compensation.

  187. Pay Ratio Methodology

    | 76 | The J. M. Smucker Company | | 2023 Proxy Statement |

  188. Pay Ratio Methodology

    The SEC requires us to disclose the following pay versus performance information. The table below provides information concerning the relationship between compensation actually paid to Named Executive Officers, calculated in accordance with SEC rules, and Company performance for fiscal years 2023, 2022, and 2021.

  189. Pay Ratio Methodology

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (4) | Net Income (Loss) ($ Millions) (5) | Adjusted EPS ($) (6) | | 2023 | 11,348,537 | 11,781,764 | 3,088,211 | 3,566,854 | 146.81 | 147.42 | (91.3) | 8.92 | | 2022 | 8,511,639 | 8,485,002 | 2,883,391 | 2,690,945 | 126.56 | 132.33 | 631.7 | 8.88 | | 2021 | 12,450,437 | 12,995,067 | 3,321,746 | 4,103,342 | 117.58 | 117.59 | 876.3 | 9.12 |

  190. Pay Ratio Methodology

    | (1) Mark T. Smucker served as our principal executive officer (“PEO”) for 2021, 2022, and 2023. Our non-PEO Named Executive Officers (“NEOs”) included Tucker H. Marshall, John P. Brase, Jeannette L. Knudsen, and Richard K. Smucker for 2021 and 2022, and Tucker H. Marshall, John P. Brase, Jeannette L. Knudsen, and Jill R. Penrose for 2023. |

  191. Pay Ratio Methodology

    | (2) Compensation Actually Paid to our PEO reflects the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  192. Pay Ratio Methodology

    | PEO | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total for PEO (Column (b)) | 11,348,537 | 8,511,639 | 12,450,437 | | Less: Stock Award Values Reported in SCT | (5,014,262) | (4,143,838) | (3,598,208) | | Less: Option Award Values Reported in SCT | (1,253,526) | (1,381,245) | (1,199,375) | | Plus: Fair Value of Outstanding Unvested Equity Awards Granted in the Covered Year | 7,679,823 | 5,925,060 | 6,557,375 | | Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | 575,031 | (1,311,156) | 1,889,530 | | Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | (819,058) | 226,270 | (180,888) | | Less: Fair Value of Equity Awards from Prior Years that failed to vest in the Covered Year | — | — | — | | Plus: Dollar Value of Dividends Paid on Equity Awards in the Covered Year | 323,409 | 279,441 | 345,654 | | Change in Fair Value for Equity Award Modifications | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | (1,160,679) | — | (3,626,179) | | Plus: Service Cost of Pension Benefits | 102,489 | 378,831 | 356,721 | | Plus: Prior Service Cost of Pension Benefits | — | — | — | | Compensation Actually Paid to PEO (Column (c)) | 11,781,764 | 8,485,002 | 12,995,067 |

  193. Pay Ratio Methodology

    | The J. M. Smucker Company | | 2023 Proxy Statement | 77 |

  194. Pay Ratio Methodology

    | (3) Average Compensation Actually Paid to our non-PEO NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  195. Pay Ratio Methodology

    | Average for Non-PEO NEOs | 2023 | 2022 | 2021 | | Average SCT Total for Non-PEOs (Column (d)) | 3,088,211 | 2,883,391 | 3,321,746 | | Less: Stock Award Values Reported in SCT | (1,205,149) | (1,110,969) | (1,082,985) | | Less: Option Award Values Reported in SCT | (301,271) | (370,309) | (360,975) | | Plus: Fair Value of Outstanding Unvested Equity Awards Granted in the Covered Year | 1,845,789 | 1,498,861 | 1,973,615 | | Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | 125,057 | (255,680) | 303,178 | | Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | (25,573) | 26,629 | (21,768) | | Less: Fair Value of Equity Awards from Prior Years that failed to vest in the Covered Year | — | — | — | | Plus: Dollar Value of Dividends Paid on Equity Awards in the Covered Year | 39,790 | 19,022 | 22,821 | | Change in Fair Value for Equity Award Modifications | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | — | — | (52,290) | | Plus: Service Cost of Pension Benefits | — | — | — | | Plus: Prior Service Cost of Pension Benefits | — | — | — | | Compensation Actually Paid to Non-PEOs (Column (e)) | 3,566,854 | 2,690,945 | 4,103,342 |

  196. Pay Ratio Methodology

    | (4) Represents the cumulative total shareholder return of the S&P Packaged Foods & Meats, which we consider to be our peer group for purposes of the performance graph included in our Annual Reports on Form 10-K. |

  197. Pay Ratio Methodology

    | (5) The fiscal year 2023 net loss includes the loss on the divestiture of certain pet food brands. For further information, please see the Consolidated Financial Statements in our Annual Report on Form 10-K. |

  198. Pay Ratio Methodology

    | (6) For information regarding the calculation of Adjusted Earnings per Share, please see the Compensation Discussion and Analysis section in this proxy statement. |

  199. Pay Ratio Methodology

    | 78 | The J. M. Smucker Company | | 2023 Proxy Statement |

  200. Transactions with Directors and Executive Officers

    Transactions with Directors and Executive Officers Richard K. Smucker, a member of the Board, is the brother of our Chairman Emeritus, Timothy P. Smucker, and the uncle of our Chair of the Board, President, and Chief Executive Officer, Mark T. Smucker. During fiscal year 2023, Richard K. Smucker served as an employee from May 1, 2022 through his retirement on October 9, 2022 and earned approximately $1,649,243 in compensation (including salary, Cash Incentive Award earned in fiscal year 2022 and paid subsequent to year end, performance unit award vesting, financial and tax planning services, and other W-2 reportable items). He was also granted 1,729 shares of restricted stock; 5,187 performance units; and 9,136 stock options in June 2022, which awards were granted pursuant to the 2020 Plan but forfeited upon his retirement. For the remainder of fiscal year 2023, Richard K. Smucker was compensated as a non-employee Director, and such compensation is included in the “2023 Director Compensation Table.” After many years of distinguished service, Richard K. Smucker will be retiring from the Board on August 16, 2023, at the expiration of his current term. At such time, the Board will appoint him as a Chairman Emeritus for an initial one-year term, and the Company will enter into a Chairman Emeritus Agreement with him, pursuant to which he will be entitled to (i) administrative resource and office support, (ii) reimbursement of reasonable business expenses, and (iii) an annual retainer of $100,000 payable in quarterly installments. Timothy P. Smucker, Chairman Emeritus for the Company, is the brother of our Director, Richard K. Smucker, and the father of our Chair of the Board, President, and Chief Executive Officer, Mark T. Smucker. For fiscal year 2023, Timothy P. Smucker was compensated as a Director from May 1, 2022 until his retirement from the Board on August 17, 2022. After such date, he was compensated as a Chairman Emeritus, and such compensation is included in the “2023 Director Compensation Table.” Paul J. Dolan, a member of the Board, is Chairman and Chief Executive Officer of the Cleveland Guardians, the Major League Baseball team operating in Cleveland, Ohio. Mr. Dolan’s family also owns the Cleveland Guardians organization, but the Company has determined that the Dolan family’s ownership interest in the Cleveland Guardians does not disqualify Mr. Dolan from being an “outside director” under Section 162(m) of the Code. We incurred approximately $0.5 million in advertising and promotional activities expenses related to our sponsorship with the Cleveland Guardians organization, along with purchases of season tickets and a partial season for a luxury box, in fiscal year 2023. Kirk L. Perry, a member of the Board, is the President and Chief Executive Officer of Circana. We incurred approximately $11.5 million in expenses for consumer data, analytics, and insights services provided to us by Circana in fiscal year 2023. Related party transactions regarding members of the Compensation Committee are also disclosed under the “Compensation Committee Interlocks and Insider Participation” section of this proxy statement.

  201. Transactions with Directors and Executive Officers

    | The J. M. Smucker Company | | 2023 Proxy Statement | 81 |