DEF 14A of J M Smucker Co, Jun 27, 2025

DEF 14A of J M Smucker Co

Filed Jun 27, 2025 · FY20250001193125-25-149673

Open on EDGAR

  1. 2025 ANNUAL MEETING OF SHAREHOLDERS

    | 2025 Grants of Plan-Based Awards | 65 | | Outstanding Equity Awards at 2025 Fiscal Year End | 66 | | 2025 Option Exercises and Stock Vested | 67 | | 2025 Pension Benefits | 69 | | 2025 Nonqualified Deferred Compensation | 70 | | Potential Payments to Executive Officers Upon Termination or Change in Control | 71 | | 2025 CEO Pay Ratio | 75 | | Pay Versus Performance | 76 | | Related Party Transactions | 80 | | Ownership of Common Shares | 81 | | Equity Compensation Plan Information | 83 | | Annual Report | 84 | | 2026 Shareholder Proposals | 84 | | Other Matters | 84 | | “Householding” of Proxy Materials | 85 | | Electronic Delivery of Company Shareholder Communications | 86 | | Proxy Solicitation and Costs | 86 | | Questions and Answers About the Annual Meeting and Voting | 86 | | 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. If all of the director nominees are re-elected to the Board, the Board intends to appoint Jonathan Johnson III as the Lead Independent Director and to the Nominating, Governance, and Corporate Responsibility Committee (the “Nominating Committee”) immediately upon his re-election.

  3. Director Nominees

    | | | Director Since | Professional Background | Board Committees | | | Other Public Company Boards | | Name | Age | | | AC* | CPC† | NGCR‡ | | | Mercedes Abramo | 55 | 2023 | Regional Chief Executive Officer for North America Ralph Lauren Corporation | | — | — | | | Tarang Amin | 60 | 2023 | Chairman and Chief Executive Officer e.l.f. Beauty, Inc. | — | | — | • e.l.f. Beauty, Inc. | | Susan Chapman-Hughes | 56 | 2020 | Former Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation and Operations, Global Commercial Services American Express Company | — | | — | • Toast, Inc. | | Jay Henderson | 69 | 2016 | Retired Vice Chairman, Client Service PricewaterhouseCoopers LLP | | — | — | • Illinois Tool Works Inc. • Northern Trust Corporation | | Jonathan Johnson III | 59 | 2022 | Former Chief Executive Officer Overstock.com, Inc. (now known as Beyond, Inc.) | — | | | | | Kirk Perry | 58 | 2017 | Former President and Chief Executive Officer Circana, Inc. | — | — | | • Kenvue, Inc. | | Mark Smucker | 55 | 2009 | Chief Executive Officer and Chair of the Board The J. M. Smucker Company | — | — | — | • Kimberly-Clark Corporation | | Jodi Taylor | 62 | 2020 | Retired Chief Financial and Administrative Officer The Container Store Group, Inc. | | — | — | • Mister Car Wash, Inc. | | Dawn Willoughby | 56 | 2017 | Former 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

  5. Director Nominees

    | 2 | The J. M. Smucker Company | | 2025 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 consistently 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 possess integrity, intelligence, and strength of character having a balance of skills, knowledge, and diversity of 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

    | | Independent director candidates must also maintain independence necessary for an unbiased evaluation of management performance; |

  10. Shareholder Recommendations for Director Nominees

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

  11. 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; |

  12. Shareholder Recommendations for Director Nominees

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

  13. Shareholder Recommendations for Director Nominees

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

  14. 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 |

  15. Shareholder Recommendations for Director Nominees

    | | Director candidates who are executive officers of public companies should not serve on more than two public company boards (including the Company and the executive officer’s respective board) at any one time, and director candidates who are not executive officers of public companies should not serve on more than four public company boards (including the Company) at any one time, unless unanimously approved by the Board in advance. |

  16. Shareholder-Nominated Director Candidates

    Shareholder-Nominated Director Candidates The Company’s Amended Regulations (the “Regulations”) provide a proxy access right to permit any shareholder or a group of up to 20 shareholders owning at least 3% of the Company’s outstanding common shares continuously for at least three years to nominate, and include in our Proxy Statement, director nominees constituting up to the greater of (i) two directors or (ii) 20% of the Board, subject to certain limitations and provided that shareholders and nominees satisfy the

  17. Shareholder-Nominated Director Candidates

    | 10 | The J. M. Smucker Company | | 2025 Proxy Statement |

  18. Shareholder-Nominated Director Candidates

    requirements specified in the Regulations. Requests to include shareholder-nominated candidates for director in our Proxy Statement and form of proxy related to our 2026 Annual Meeting of Shareholders must be submitted to and received by the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667, no earlier than January 28, 2026 and no later than February 27, 2026.

  19. Board Diversity

    Board Diversity We value diverse perspectives and experiences that emerge from an engaged Board. Therefore, the Board and the Nominating Committee seek to consider people with a broad base of qualifications, experiences, characteristics, attributes, backgrounds, and skills as potential director candidates. 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 work to provide a pool of candidates meeting this criteria. We value a Board that is comprised of people with a variety of viewpoints and who can 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:

  20. Board Diversity

    | The J. M. Smucker Company | | 2025 Proxy Statement | 11 |

  21. Qualifications and Experiences of Director Nominees

    Qualifications and Experiences of Director Nominees In considering each director nominee and the composition of the Board as a whole, the Nominating Committee looks for qualifications, experiences, characteristics, attributes, backgrounds, 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 qualifications, experiences, characteristics, attributes, backgrounds, and skills are better able to provide oversight of our management and long-term and strategic objectives.

  22. Qualifications and Experiences of Director Nominees

    | Committed to the Company’s Values and 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. | | Executive Leadership | 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 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. | | Innovation, Marketing, and Market Trends | As a manufacturer and marketer of branded food products, we seek directors who have a broad range of innovation and marketing experience. | | Finance and Accounting | We believe that it is important for Directors to have an understanding of finance, accounting, 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 Chief Executive Officer | We seek directors who have experience serving as the Chief Executive Officer of other publicly traded companies. This experience prepares the directors to fulfil the Board’s responsibilities of overseeing our business and providing unique insight and guidance to management. | | Corporate Responsibility | We seek directors who have knowledge of and experience with corporate responsibility initiatives to help inform us on best practices and assist us in establishing goals and delivering against those goals. | | Operations and Supply Chain in Consumer Goods | We seek directors with relevant general management, operations, or supply chain experience in the consumer goods industry. We believe that it is important for directors to have experience in new and expanding businesses, go-to-market strategies, customer and channel segments, and geographies. | | People Management | We seek directors with relevant people management experience, including matters such as workplace environment and culture and talent development and retention. | | Technology and Cybersecurity | Technology is important to our business operations, and we are committed to protecting the privacy, security, and integrity of our data, and identifying and implementing appropriate technology and artificial intelligence to create efficiencies in our operations and processes. Therefore, we seek directors with relevant technology, artificial intelligence, and cybersecurity experience. | | Strategic Transactions; Mergers and Acquisitions | 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, including experience in integrating businesses. |

  23. Qualifications and Experiences of Director Nominees

    | 12 | The J. M. Smucker Company | | 2025 Proxy Statement |

  24. Qualifications and Experiences 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:

  25. Qualifications and Experiences of Director Nominees

    | Director Qualifications and Experience | | | | | | | | | | | Committed to the Company’s Values and Basic Beliefs | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Innovation, Marketing, and Market Trends | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance and Accounting | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Chief Executive Officer | | ● | | | ● | | ● | | | | Corporate Responsibility | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Operations and Supply Chain in Consumer Goods | ● | ● | | | ● | ● | ● | ● | ● | | People Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology and Cybersecurity | | ● | ● | ● | ● | ● | | ● | | | Strategic Transactions; Mergers and Acquisitions | | ● | ● | ● | ● | ● | ● | ● | ● |

  26. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

  27. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | MERCEDES ABRAMO Age: 55 Director Since: 2023 Committee: Audit Favorite Product: Café Bustelo | Professional Experience Ms. Abramo has been the Regional Chief Executive Officer for North America of Ralph Lauren Corporation (“Ralph Lauren”), a global leader in the design, marketing, and distribution of luxury lifestyle products, since March 2025. Prior to joining Ralph Lauren, she was the Deputy Chief Commercial Officer of Cartier International SA (“Cartier”), an international chain of jewelry boutiques since March 2023. She also held several positions of increasing responsibility at Cartier, including President and Chief Executive Officer of North America; 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 extensive leadership 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 Ralph Lauren, 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 corporate responsibility areas. |

  28. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | The J. M. Smucker Company | | 2025 Proxy Statement | 19 |

  29. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | TARANG AMIN Age: 60 Director Since: 2023 Committee: Compensation 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 (“Schiff Nutrition”), 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, corporate governance, and overseeing our executive compensation practices. |

  30. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | SUSAN CHAPMAN- HUGHES Age: 56 Director Since: 2020 Committee: Compensation (Chair) Favorite Product: Uncrustables | Professional Experience Ms. Chapman-Hughes was the 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, from February 2018 through February 2021. Prior to this role, Ms. Chapman-Hughes served in several Senior Vice President level positions since joining American Express Company in 2010. 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 extensive 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 corporate responsibility practices. |

  31. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | 20 | The J. M. Smucker Company | | 2025 Proxy Statement |

  32. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | JAY HENDERSON Age: 69 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 corporate governance committee, and a member of the audit, risk, human capital and compensation, technology and operations, 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 and executive committees 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, risk management, and overseeing the Company’s finances and cybersecurity practices. |

  33. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | JONATHAN JOHNSON III Lead Independent Director Age: 59 Director Since: 2022 Committees: Compensation, Nominating Favorite Product: Jif to Go | Professional Experience Mr. Johnson was the Chief Executive Officer of Overstock.com, Inc. (now known as Beyond, Inc.) (“Overstock”), an online home furnishings retailer, from September 2019 through November 2023, and a member of its board of directors, from May 2013 until November 2023. He also served as Overstock’s 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 subsidiary. Prior to joining Overstock, 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. Mr. Johnson is also a member of the boards of several non-profit organizations. Skills and Qualifications The Board concluded that Mr. Johnson should serve as a director primarily due to his extensive leadership experience at ecommerce and blockchain companies. Specifically, Mr. Johnson brings leadership and operating skills through his current and former roles with Overstock. Mr. Johnson’s background enables him to provide valuable insights to the Board, particularly in ecommerce, blockchain, supply chain, marketing, operations, general management, mergers and acquisitions, consumer products, technology, digital media, finance, risk management, and overseeing our executive compensation and corporate responsibility practices. |

  34. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | The J. M. Smucker Company | | 2025 Proxy Statement | 21 |

  35. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | KIRK PERRY Age: 58 Director Since: 2017 Committee: Nominating Favorite Product: Hostess Donettes | Professional Experience Mr. Perry was the President and Chief Executive Officer of Circana, a global provider of technology, data, and predictive analytics for the consumer, retail, and media sectors, from May 2021 through February 2025. 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 has been a director of Circana since May 2021, a board member of Chick-Fil-A, Inc., a privately-owned restaurant company, since August 2022, and a director and member of the compensation and human capital and nominating, governance, and sustainability committees of Kenvue Inc., a publicly traded global consumer health company, since December 2024. 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 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. |

  36. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | MARK SMUCKER Age: 55 Director Since: 2009 Committee: None Favorite Product: Hostess Twinkies | Professional Experience Mr. Smucker has been our Chief Executive Officer and Chair of the Board since April 2025. Prior to that time, he served as Chair of the Board, President, and Chief Executive Officer from August 2022 through April 2025; 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, chair of the nominating and corporate governance committee, and member of the executive committee 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 Smucker, Honorary Chairman Emeritus, and nephew of Richard Smucker, Chairman Emeritus of the Board. Skills and Qualifications The Board concluded that Mr. Smucker should serve as a director largely due to his role as our Chief Executive Officer and Chair of the Board, his significant knowledge of the Company gained from more than 25 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 2026 Annual Meeting

    | 22 | The J. M. Smucker Company | | 2025 Proxy Statement |

  38. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | JODI TAYLOR Age: 62 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 received her CERT Certificate in Cybersecurity Oversight in March 2023. 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 Group, 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, human resources, and overseeing our finances, cybersecurity, and corporate responsibility practices. |

  39. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 Annual Meeting

    | DAWN WILLOUGHBY Age: 56 Director Since: 2017 Committee: Nominating (Chair) Favorite Product: Smucker’s Natural Blackberry Fruit Spread | Professional Experience Ms. Willoughby was the Executive Vice President and Chief Operating Officer of Clorox, a manufacturer and marketer of consumer and professional products, from September 2014 through January 2019. 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, chair of the governance and corporate responsibility committee, and a member of the human capital and compensation and innovation 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, and 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 corporate responsibility 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, governance, and overseeing our corporate responsibilities practices. |

  40. Nominees for Election as Directors Whose Proposed Terms Would Expire at the 2026 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 2026 Annual Meeting

    | The J. M. Smucker Company | | 2025 Proxy Statement | 23 |

  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 2025 meeting, Semler Brossy presented a competitive review of director compensation (which is evaluated against the peer group set forth on page 55 of this Proxy Statement) and director compensation trends. Based on this review, the Compensation Committee recommended, and the Board approved, a $10,000 increase to the annual grant of deferred stock units for fiscal year 2026. Employee directors do not receive compensation for their services as directors. For fiscal year 2025, non-employee directors received 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 Audit Committee and Compensation Committee Chairs | $20,000 per year | | Additional Annual Retainer for Nominating Committee Chair | $15,000 per year | | Annual Grant of Deferred Stock Units | $160,000 in deferred stock units |

  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 the 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 the Board initially adopted 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). For fiscal year 2026, non-employee directors will receive the following compensation:

  45. 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 Audit Committee and Compensation Committee Chairs | $20,000 per year | | Additional Annual Retainer for Nominating Committee Chair | $15,000 per year | | Additional Annual Retainer for Serving on a Second Committee | $5,000 per year | | Annual Grant of Deferred Stock Units | $170,000 in deferred stock units |

  46. Director Compensation

    | The J. M. Smucker Company | | 2025 Proxy Statement | 25 |

  47. Director Compensation

    The following table reflects compensation earned by the non-employee directors for fiscal year 2025:

  48. 2025 Director Compensation

    2025 Director Compensation

  49. 2025 Director Compensation

    | Name (1) (2) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Option Awards ($) (4) | All Other Compensation ($) (5) (6) | Total ($) | | Mercedes Abramo | $105,000 | $160,000 | — | — | $265,000 | | Tarang Amin | $100,000 | $160,000 | — | — | $260,000 | | Susan Chapman-Hughes | $120,000 | $160,000 | — | — | $280,000 | | Jay Henderson | $105,000 | $160,000 | — | — | $265,000 | | Jonathan Johnson III | $100,000 | $160,000 | — | — | $260,000 | | Kirk Perry | $100,000 | $160,000 | — | — | $260,000 | | Alex Shumate (7) | $130,000 | $160,000 | — | $2,500 | $292,500 | | Richard Smucker (8) | $33,333 | — | — | $2,500 | $35,833 | | Timothy Smucker (9) | $33,333 | — | — | $2,500 | $35,833 | | Jodi Taylor | $125,000 | $160,000 | — | — | $285,000 | | Dawn Willoughby | $115,000 | $160,000 | — | — | $275,000 |

  50. 2025 Director Compensation

    | (1) Mark 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 Smucker as an employee of the Company is shown in the “Summary Compensation Table” on page 63 of this Proxy Statement. |

  51. 2025 Director Compensation

    | (2) As of April 30, 2025, 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. |

  52. 2025 Director Compensation

    | Name | Deferred Stock Units | | Mercedes Abramo | 3,196 | | Tarang Amin | 4,244 | | Susan Chapman-Hughes | 6,882 | | Jay Henderson | 12,990 | | Jonathan Johnson III | 4,295 | | Kirk Perry | 19,144 | | Alex Shumate | 26,243 | | Jodi Taylor | 6,882 | | Dawn Willoughby | 14,597 |

  53. 2025 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, 2025. |

  54. 2025 Director Compensation

    | (4) No stock options were awarded to non-employee directors in fiscal year 2025. |

  55. 2025 Director Compensation

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  56. 2025 Director Compensation

    | (5) The amount set forth in this column for Alex Shumate, Richard Smucker, and Timothy Smucker 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. |

  57. 2025 Director Compensation

    | (6) Non-employee directors occasionally receive perquisites provided by or paid by us. During fiscal year 2025, these perquisites included samples of our products. The aggregate value of all benefits provided to each non-employee director in fiscal year 2025 was less than $10,000. |

  58. 2025 Director Compensation

    | (7) After many years of distinguished service, Alex Shumate will retire from the Board on August 13, 2025. |

  59. 2025 Director Compensation

    | (8) The Board appointed Richard Smucker as a Chairman Emeritus on August 14, 2024, and intends to appoint him for another one-year term upon the expiration of his current term. In such role, Mr. Richard Smucker is entitled to (i) administrative resources and office support, (ii) reimbursement of reasonable business expenses, and (iii) an annual cash retainer of $100,000 payable in quarterly installments. For fiscal year 2025, Mr. Richard Smucker elected to waive his annual cash retainer for his one-year term commencing August 14, 2024. However, he was paid for the first three and a half months of fiscal year 2025 pursuant to his prior term. |

  60. 2025 Director Compensation

    | (9) The Board appointed Timothy Smucker as a Chairman Emeritus on August 16, 2023 to serve a one-year term. In such role, Mr. Timothy Smucker was entitled to (i) administrative resources and office support, (ii) reimbursement of reasonable business expenses, and (iii) an annual cash retainer of $100,000 payable in quarterly installments. Mr. Timothy Smucker was not re-appointed for another term in fiscal year 2025 due to his reaching the age of 80. However, he was paid for the first three and a half months of fiscal year 2025 pursuant to his prior term. |

  61. Executive Summary

    We have designed our compensation programs to reflect each of these characteristics. Our executive officers receive a compensation package that primarily consists of an annual base salary, short-term incentive awards, and long-term incentive awards. For fiscal year 2025, 74% to 87% of the target principal compensation components for the Named Executive Officers were variable and tied to financial and strategic performance. The performance-based incentives seek to reward both short-term and long-term results and to align the interests of our executive officers and other participants with the interests of our shareholders. For fiscal year 2025, all executive officers had annual cash incentive awards based on the achievement of our annual performance targets for adjusted operating income, net sales, and environmental, social, and governance (“ESG”) objectives. Such awards for executive officers in fiscal year 2025 were based 70% on the achievement of the adjusted operating income target, 20% on the achievement of the net sales target, and 10% on the achievement of the ESG objectives, which were focused on our qualitative inclusion, diversity, and equity efforts. The Compensation Committee generally sets performance targets for participants, including executive officers, in June of each year for the fiscal year commencing on May 1st. In fiscal year 2025, the Compensation Committee established

  62. Fiscal Year 2025 Financial Performance

    sales, adjusted operating income, and adjusted earnings per share are calculated as defined for purposes of determining our short-term and long-term incentive awards, but, as permitted by the plan, may be modified to exclude other items as determined by the Compensation Committee to adjust for any undue benefit or unintended detriment as a result of significant unplanned one-time items. Fiscal year 2025 and 2024 financial results have not been modified, but the Compensation Committee did modify the adjusted operating income and net sales targets for fiscal year 2025 to exclude the portion of the targets related to the divestitures of certain Sweet Baked Snacks value brands and the Voortman business for the months we did not own such businesses during fiscal year 2025. The Compensation Committee did not make any other modifications to the targets for fiscal year 2025, including the three-year performance targets set in July 2022 for adjusted earnings per share and return on invested capital as the intent of these long-term targets is to hold management accountable to redeploy capital to minimize the longer-term impact of divestitures and other such impacts. In assessing fiscal year 2025 financial performance, the Compensation Committee determined that using non-GAAP metrics was an appropriate and consistent way to measure Company performance for fiscal year 2025 incentive compensation purposes. Our fiscal year 2025 financial performance was a key factor in the compensation decisions for the year. Notably, the underperformance of our Sweet Baked Snacks reporting unit had a significant impact on the fiscal year 2025 compensation of all employees who participate in our short-term and long-term incentive plans, including our executive officers, as more specifically set forth below:

  63. Fiscal Year 2025 Financial Performance

    | | For our short-term incentive awards, we achieved adjusted operating income of $1,824.7 million, representing 101% of the target amount, and net sales of $8,726.1 million, representing 97.5% of the target amount, which was below the minimum threshold for an incentive payout in conjunction with the net sales portion of the short-term incentive awards. Specifically, the underperformance of our Sweet Baked Snacks reporting unit was the primary factor for the shortfall relative to the total Company net sales target. None of the participants in our short-term incentive awards, including our executive officers, received any payout associated with the total Company net sales portion of the award. Although we slightly exceeded the total Company target for adjusted operating income, the results were also materially impacted by the underperformance of our Sweet Baked Snacks reporting unit. Overall, the corporate performance portion of the short-term incentive award paid out at 87% of target for the executive officers. |

  64. Fiscal Year 2025 Financial Performance

    | | For our long-term incentive awards, fiscal year 2023 performance units were granted in July 2022 and settled in June 2025 based on our performance for the three-fiscal-year period commencing May 1, 2022 and ending April 30, 2025. We achieved adjusted earnings per share of $10.12, representing 104% of the target amount, and return on invested capital of (4.86)%, representing 0% of the target amount, which was below the minimum threshold for an incentive payout in conjunction with the return on invested capital portion of the long-term incentive awards. The return on invested capital portion of our long-term incentive awards was not met primarily due to the impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit, the impairment charges related to the Hostess brand indefinite-lived trademark, and the loss on the divestitures of certain Sweet Baked Snacks value brands and the Voortman business. None of the participants in our long-term incentive program, including our executive officers, received any payout associated with the return on invested capital portion of the award. Overall, 82.5% of the performance units granted in June 2022 vested in June 2025. |

  65. Significant Compensation Practices

    | Practices | Recent Modifications | | Performance-Based Pay | As discussed above, we abide by a strong pay for performance philosophy. For fiscal year 2025, 74% to 87% of the target principal compensation components for the Named Executive Officers were variable and tied to financial and strategic performance. | | No Tax Gross-Ups Policy | We have a Payment of Tax Gross-Ups Policy that prohibits tax gross-up payments to our executive officers. | | Significant Stock Ownership | The minimum stock ownership requirement for our Chief Executive Officer is a multiple of six times his annual base salary. Our other executive officers must own stock with a value of at least two times their annual base salaries. All of the Named Executive Officers exceed the minimum stock ownership guidelines, thereby strongly aligning each Named Executive Officer’s long-term interests with our shareholders. | | Clawback Policy | During fiscal year 2024, we adopted an amended Clawback of Incentive Compensation Policy (the “Clawback Policy”), which (i) serves as the clawback policy that we were required to adopt pursuant to the applicable NYSE regulations (the “Required Clawback Policy”), and (ii) provides a framework for the Compensation Committee to enforce recoupments or clawbacks of performance and/or time-based compensation in the event of certain detrimental activity (the “Broad-Based Clawback Policy”). Under the Required Clawback Policy, the Compensation Committee must recoup certain excess incentive-based compensation from current and former Section 16 officers of the Company as a result of certain accounting restatements under circumstances required under the applicable NYSE regulations. Under the Broad-Based Clawback Policy, which applies to a broader group of employees than the Required Clawback Policy, the Compensation Committee has the ability to recoup certain time and/or performance-based compensation in the event that a covered employee engages in detrimental activity that is harmful to the Company. | | Compensation Risk Assessment | With input from Semler Brossy, the Compensation Committee’s independent compensation consultant, we conducted a compensation risk assessment and concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking and are not likely to have a material adverse effect on the Company. | | Independent Compensation Committee | Each member of the Compensation Committee is independent as defined in the corporate governance listing standards of the NYSE and our director independence standards. | | Outside Compensation Consultant | The Compensation Committee utilizes the services of Semler Brossy, an independent compensation consultant, which performs services solely in support of the Compensation Committee. | | No Hedging Policy | We have a “no hedging” policy that prohibits directors, executive officers, and employees from engaging in hedging transactions in our common shares or from purchasing our common shares “on margin.” | | No Pledging Policy | We have a “no pledging” policy that prohibits directors, executive officers, and employees from pledging any common shares as collateral for a margin loan or otherwise. | | Use of Tally Sheets | The Compensation Committee annually reviews a tally sheet for each Named Executive Officer to inform total compensation decisions. | | Double Trigger Change in Control Provision in Long-Term Incentive Award Agreements | Beginning with long-term incentive awards made in June 2022 for fiscal year 2023, our incentive award agreements include a double-trigger change in control provision, pursuant to which such awards will immediately vest only if we have a change in control and the participant’s employment is terminated without cause or the participant resigns for good reason. |

  66. 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:

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

    | | Our performance in relation to our adjusted operating income, which is calculated as set forth on pages 40-41; |

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

    | | Our top-line performance in relation to our net sales, which is calculated as set forth on pages 40-41; |

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

    | | Our performance in relation to our ESG objectives for fiscal year 2025 and our free cash flow for fiscal year 2026; and |

  70. 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. |

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

    All executive officers, including the Named Executive Officers, had their annual cash incentive awards for fiscal year 2025 based on the achievement of our annual performance targets for adjusted operating income and net sales, as well as 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 qualitative inclusion, diversity, and equity efforts.

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

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

    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 2025: (i) fostering a safe, welcoming, respectful workplace consistent with our Commitment to Each Other and our Basic Beliefs; (ii) building and developing a workforce that reflects the consumers we serve and the communities in which we live and work; and (iii) driving business growth while also helping our constituents thrive. Our progress made toward each of these objectives is detailed in the “FY25 ESG Accomplishments” table on page 48. 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.

  74. 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% | — |

  75. 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. |

  76. 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%. |

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

    In the event net sales or 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. 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 2025. 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 150% of base salary depending on the responsibilities and experience of the Named Executive Officer. For fiscal year 2025, 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 285% of base salary).

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

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

    The short-term incentive targets for the Named Executive Officers for fiscal years 2024 and 2025 are set forth in the following table:

  80. Short-Term Incentive Targets

    Short-Term Incentive Targets

  81. (As a Percentage of Base Salary)

    | | | 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 |

  82. (As a Percentage of Base Salary)

    | (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%. |

  83. (As a Percentage of Base Salary)

    | (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. |

  84. Short-Term Incentive Compensation Program

    Short-Term Incentive Compensation Program

  85. Corporate Performance Goals for

    Corporate Performance Goals for

  86. Fiscal Year 2025

    | 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 $1,624.14 (90% of Target) | Below $8,789.62 (98% of Target) | 0% | | Threshold | $1,624.14 (90% of Target) | $8,789.62 (98% of Target) | 25% | | Target | $1,804.60 | $8,969.00 | 100% | | Maximum | $1,985.06 (110% of Target) | $9,238.07 (103% of Target) | 200% |

  87. Fiscal Year 2025

    We believe that the performance targets established by the Compensation Committee for fiscal year 2025 required participants, including executive officers, to perform at a high level in order to achieve the target performance levels. During the five-year period from fiscal year 2021 through fiscal year 2025, we achieved performance above the target level but below the maximum level four times and below the target level but above the threshold level one time. Generally, the Compensation Committee sets the minimum, target, and maximum levels such that the relative difficulty of achieving the target level is consistent from year to year. Specifically, with respect to fiscal year 2025, the Compensation Committee approved the target corporate adjusted operating income goal of $1,819.5 million and the target corporate net sales goal of $9,040.7 million in June 2024. In light of the financial impacts of the divestitures of certain Sweet Baked Snacks value brands and the Voortman business in fiscal year 2025, the Compensation Committee modified the target corporate adjusted operating income goal to $1,804.6 million and the target corporate net sales goal to $8,969.0 million to exclude the operating income and net sales targets of the divested businesses for the months that we did not own such businesses during fiscal year 2025, as permitted by our plan. We achieved adjusted operating income of $1,824.7 million, representing 101% of the target amount, and net sales of $8,726.1 million, representing 97.5% of the target amount. Finally, with respect to the ESG portion of the short-term incentive awards, the table below sets forth our accomplishments for each ESG objective noted above for fiscal year 2025. In light of these achievements, the Compensation Committee determined that the executive officers satisfied the qualitative ESG objectives, and, therefore, that portion of the award paid out at 100% of the target amount.

  88. Fiscal Year 2025

    | Metric | Total TargetX | Weighting | = | Target Award | Performance to Plan | Payout % of Target | = | Award Payout | | Adjusted Operating Income | $100,000X | 70% | = | $70,000 | 101% | 110% | = | $77,000 | | Net Sales | $100,000X | 20% | = | $20,000 | 97% | 0% | = | $0 | | ESG | $100,000X | 10% | = | $10,000 | 100% | 100% | = | $10,000 | | | | | | $100,000 | | | | $87,000 |

  89. 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 for our long-term incentive compensation program. For fiscal year 2025, executive officer participants received two separate long-term incentive awards.

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

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

    For fiscal year 2025, 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 average net sales growth, 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. Performance units earn dividend equivalents (paid in cash) equal to regular dividends paid on our common stock over the three-year performance period, which are distributed only to the extent the underlying units vest. The following table summarizes the actual performance units that vest at various achievement levels.

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

    | Ranges | Achievement of Target Performance-Adjusted Earnings Per Share | Achievement of Target Performance-Average Net Sales Growth | Percentage of Target Award Earned | | Below Threshold | <90% | <97.5% | 0% | | Threshold | 90% | 97.5% | 50% | | Target | 100% | 100% | 100% | | Maximum | 115% | 102.5% | 200% |

  93. 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. The second award consists of restricted stock that are not performance based and will generally ratably vest in equal tranches over a three-year period. Unvested restricted stock awards do not earn dividends or dividend equivalents. For fiscal year 2025, the executive officers, including all of the Named Executive Officers, received 60% of their long-term incentive award in performance units and 40% in restricted stock. The other essential features of the equity awards are as follows:

  94. 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; |

  95. 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; |

  96. 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; |

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

    | | For awards granted during or after fiscal year 2025, upon participants reaching the age of 60 with at least 5 years of service or the age of 55 with at least 10 years of service, all restricted stock vests on the later of the first anniversary of the grant date or the date that the participant meets such age and service requirements; |

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

    | | For awards granted prior to fiscal year 2025, upon participants reaching the age of 60 with at least 10 years of service, all restricted stock vests on the later of the first anniversary of the grant date or the date that the participant meets the age and service requirements; |

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

    | | For awards granted during or after fiscal year 2025, if a participant retires from the Company upon reaching the age of 60 with at least 5 years of service or the age of 55 with at least 10 years of service 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 units that become “vesting eligible units” (based on actual performance at the end of the three-year period); |

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

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

    | | For awards granted prior to fiscal year 2025, if a participant retires from the Company upon reaching the age of 60 with at least 10 years of service 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 units that become “vesting eligible units” (based on actual performance at the end of the three-year period). |

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

    | | If a participant leaves the Company following two years after the grant date other than as a result of a termination for cause, the remaining restricted stock from that grant vests immediately; |

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

    | | If a participant leaves the Company following the first anniversary of the beginning of the performance period other than as a result of a termination for cause, 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; |

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

    | | Upon the occurrence of a change in control and if the participant’s employment is terminated without cause or the participant resigns for good reason, all of the restricted stock will vest immediately, and the performance units will vest at the greater of the target number of units upon the consummation of the change in control or the actual performance through such change in control; |

  105. 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 restricted stock vests 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; |

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

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

  107. 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. |

  108. 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. The use of special long-term incentive awards for all employees, including Named Executive Officers, is extremely limited. Periodically, the Company makes one-time equity grants in connection with promotions, to encourage the retention of key employees and ensure business continuity, or as part of the ongoing succession planning process. Typically, these awards are made in the form of restricted stock awards with an extended vesting period. In April 2025, the Compensation Committee approved one-time special equity awards in the form of 35,000 restricted shares to John Brase and 22,000 restricted shares to Tucker Marshall. The award for John Brase was in recognition of his promotion to President and Chief Operating Officer. The award to Tucker Marshall was to ensure business continuity and stability in a challenging operating environment. Both John Brase and Tucker Marshall are key members of the management team. Both awards have a 5-year vesting period with 25% of the award vesting on the second anniversary of the grant and 25% vesting each year after. There are no retirement provisions that will accelerate vesting of these awards.

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

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

    The long-term incentive targets for the Named Executive Officers for fiscal years 2024 and 2025 are set forth in the following table:

  111. Long-Term Incentive Targets

    Long-Term Incentive Targets

  112. Long-Term Award Snapshot (Stock Based)

    Long-Term Award Snapshot (Stock Based)

  113. Long-Term Award Snapshot (Stock Based)

    | 52 | The J. M. Smucker Company | | 2025 Proxy Statement |

  114. Long-Term Incentive Awards — Three-Year Performance Period Ending Fiscal Year 2025

    Long-Term Incentive Awards — Three-Year Performance Period Ending Fiscal Year 2025 Our performance unit goals are based on our long-range strategic plan, promote long-term value creation, and take into account our product portfolio and external factors. For the fiscal year 2023 performance units that were granted in July 2022 and to be settled in June 2025 based on the performance of the Company for the three-fiscal-year period commencing May 1, 2022 and ending April 30, 2025, the Compensation Committee approved the target corporate adjusted earnings per share goal of $9.75 and the target corporate return on invested capital goal of 7.00%. Specifically, with respect to the three-fiscal-year period commencing May 1, 2022 and ending April 30, 2025, we achieved adjusted earnings per share of $10.12, representing 104% of the target amount, and return on invested capital of (4.86)%, representing 0% of the target amount. The return on invested capital portion of our long-term incentive awards was not met primarily due to the impairment charges related to the goodwill of the Sweet Baked Snacks reporting unit, the impairment charges related to the Hostess brand indefinite-lived trademark, and the loss on the divestitures of certain Sweet Baked Snacks value brands and the Voortman business. Since we exceeded the threshold of the adjusted earnings per share goal (providing for a payout of 110%) but not the return on invested capital goal (providing for no payout), 82.5% of the performance units granted in July 2022 vested in June 2025.

  115. Long-Term Awards – Three-Year Performance Period Ending Fiscal Year 2025

    Long-Term Awards – Three-Year Performance Period Ending Fiscal Year 2025 The three-year performance results for the grants of performance units in fiscal years 2024 and 2025 will be determined following the end of fiscal years 2026 and 2027, respectively. Therefore, no performance units for such grants were earned by the Named Executive Officers for fiscal year 2025.

  116. 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 compensation consultants. These 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 considers all factors relevant to assessing such compensation consultant’s independence, including the following six factors:

  117. Role of Our Outside Compensation Consultant

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

  118. Role of Our Outside Compensation Consultant

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

  119. Role of Our Outside Compensation Consultant

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

  120. Role of Our Outside Compensation Consultant

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

  121. Role of Our Outside Compensation Consultant

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

  122. 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. |

  123. 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 or Vice President and Deputy GC 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 2025, Semler Brossy attended all Compensation Committee meetings either in person or virtually and assisted the Compensation Committee with:

  124. Role of Our Outside Compensation Consultant

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

  125. Role of Our Outside Compensation Consultant

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

  126. Role of Our Outside Compensation Consultant

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

  127. Role of Our Outside Compensation Consultant

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

  128. Role of Our Outside Compensation Consultant

    | | Reviewing information to be included in the compensation sections of our Proxy Statement; and |

  129. Role of Our Outside Compensation Consultant

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

  130. 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

  131. Role of Our Outside Compensation Consultant

    | 54 | The J. M. Smucker Company | | 2025 Proxy Statement |

  132. Role of Our Outside Compensation Consultant

    Committee. Semler Brossy has never performed any additional services for the Company other than the types of services mentioned herein.

  133. 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; |

  134. Base Salary and Compensation Determination

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

  135. Timing of Equity Grants

    Timing of Equity Grants We do not grant stock options or similar equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy (each, a “Trading Window”) or (ii) at any time during the four business days

  136. Timing of Equity Grants

    | The J. M. Smucker Company | | 2025 Proxy Statement | 59 |

  137. Timing of Equity Grants

    prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form that discloses material nonpublic information (each, a “Filing Window”). These restrictions do not apply to restricted stock, restricted stock units, performance units, or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. In addition, our executive officers are not permitted to choose the grant date for their individual stock option grants. Stock option grants to our executive officers were generally made annually following a meeting of the Compensation Committee that is held during the first quarter of each fiscal year, and the grants are effective on the date of the meeting (or on the next trading day following such date). However, if the meeting occurs outside a Trading Window or during a Filing Window, the stock option grants will not be effective until after the first business day following the earnings announcement, unless such day is within a Filing Window, in which case such grants will not be effective until after the first business day following the filing of the applicable report with the SEC.

  138. Employment Agreements

    Employment Agreements Except for the employment offer letter, dated February 28, 2020, that the Company entered into with John 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 granted to participants 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 without cause 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.

  139. 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 24 months 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 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

  140. Change in Control Severance Agreements

    | 60 | The J. M. Smucker Company | | 2025 Proxy Statement |

  141. Change in Control Severance Agreements

    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.

  142. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information concerning the compensation of the Named Executive Officers for fiscal years 2025, 2024, and 2023. Please read the “Compensation Discussion and Analysis” in conjunction with reviewing this table.

  143. SUMMARY COMPENSATION TABLE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Mark Smucker Chief Executive Officer and Chair of the Board | 2025 2024 2023 | 1,190,000 1,183,846 1,143,077 | 23,800 23,800 23,000 | 6,549,243 5,188,571 5,014,262 | — 1,297,115 1,253,526 | 1,552,950 2,458,370 2,554,426 | 1,234,203 — 1,160,679 | 426,187 215,867 199,567 | 10,976,383 10,367,569 11,348,537 | | Tucker Marshall Chief Financial Officer | 2025 2024 2023 | 645,000 641,154 616,154 | 12,900 12,900 12,400 | 4,297,245 1,315,967 1,165,617 | — 328,968 291,413 | 505,035 799,010 836,138 | — — | 117,001 114,313 91,650 | 5,577,181 3,212,312 3,013,372 | | John Brase President and Chief Operating Officer | 2025 2024 2023 | 750,000 746,154 722,846 | 15,000 15,000 14,500 | 6,310,881 1,800,100 1,740,095 | — 450,030 435,005 | 652,500 1,032,962 1,150,285 | — — | 158,495 171,969 165,634 | 7,886,876 4,216,215 4,228,365 | | Jeannette Knudsen Chief Legal Officer and Secretary | 2025 2024 2023 | 609,000 605,154 579,846 | 12,180 12,180 11,680 | 1,445,315 1,120,726 1,074,822 | — 280,164 268,663 | 423,864 670,412 741,260 | 4,682 — — | 123,140 118,477 96,882 | 2,618,181 2,807,113 2,773,153 | | Jill Penrose Chief People and Company Services Officer | 2025 2024 2023 | 545,000 541,923 521,539 | 10,900 10,900 10,500 | 1,155,836 915,841 840,060 | — 228,907 210,002 | 379,320 600,261 666,372 | 3,862 — — | 105,181 111,834 89,479 | 2,200,099 2,409,666 2,337,952 |

  144. 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. |

  145. SUMMARY COMPENSATION TABLE

    | (2) For all the Named Executive Officers the amounts reported in column (e) for fiscal year 2025 reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of the restricted stock awards granted on June 14, 2024 and the performance unit awards granted on August 13, 2024 pursuant to our long-term incentive compensation program. The restricted stock awards generally ratably vest in equal tranches over a three-year period. |

  146. SUMMARY COMPENSATION TABLE

    | For Tucker Marshall and John Brase, the amounts reported in column (e) also include a special one-time restricted stock award grant of $2,538,580 and $4,038,650, respectively. The Compensation Committee approved these grants on April 30, 2025. The award to John Brase was in recognition of his promotion to President and Chief Operating Officer. The award to Tucker Marshall was to ensure business continuity and stability in a challenging operating environment. Both John Brase and Tucker Marshall are key members of the Company’s management team. Both awards have a 5-year vesting period with 25% of the award vesting on the second anniversary of the grant and 25% vesting each year thereafter. There are no retirement provisions that will accelerate the vesting of these awards. |

  147. 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, 2024 to April 30, 2027. Target award opportunities were expressed in dollars and converted to the target number of performance units using $114.21, the average closing share price for the final five trading days of fiscal year 2024 and the first five trading days of fiscal year 2025 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 Smucker, $8,036,222; Tucker Marshall, $2,157,883; John Brase, $2,788,101; Jeannette Knudsen, $1,773,431; and Jill Penrose, $1,418,226. These values are slightly higher than the amounts approved since we round up when calculating the number of performance units. |

  148. SUMMARY COMPENSATION TABLE

    | The J. M. Smucker Company | | 2025 Proxy Statement | 63 |

  149. SUMMARY COMPENSATION TABLE

    | If a Named Executive Officer retires from the Company upon reaching the age of 60 with at least 5 years of service or the age of 55 with at least 10 years of service 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 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. |

  150. 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. |

  151. SUMMARY COMPENSATION TABLE

    | (3) 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 the achievement of performance targets established for fiscal year 2025 and was paid in June 2025, 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.” |

  152. SUMMARY COMPENSATION TABLE

    | (4) The amounts shown in column (h) represent the aggregate change 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.” |

  153. SUMMARY COMPENSATION TABLE

    | (5) Column (i) includes payments made by us to defined contribution plans for the Named Executive Officers. |

  154. 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 2025, which the Board approves annually and strongly encourages for the productivity, safety, and well-being of such officers and, in limited situations, 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 (which was discontinued for fiscal year 2026, although base salaries were increased by a corresponding amount), 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. |

  155. SUMMARY COMPENSATION TABLE

    | All Named Executive Officers received perquisites in excess of $10,000 for fiscal year 2025. 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 Smucker’s personal use of our aircraft totaled $133,114. In valuing personal use of our aircraft in fiscal year 2025, we used aggregate incremental costs incurred, including costs related to fuel, landing fees, crew meals, and other miscellaneous costs. |

  156. SUMMARY COMPENSATION TABLE

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

  157. 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 Smucker | $133,114 | $10,000 | $20,000 | $1,021 | $24,500 | $232,552 | $5,000 | | Tucker Marshall | $5,017 | $10,000 | — | — | $24,150 | $77,834 | — | | John Brase | $11,627 | $10,000 | $10,000 | $1,011 | $24,150 | $101,707 | — | | Jeannette Knudsen | $15,228 | $10,000 | — | — | $24,150 | $66,262 | $7,500 | | Jill Penrose | — | $10,000 | $10,000 | — | $24,150 | $56,781 | $4,250 |

  158. SUMMARY COMPENSATION TABLE

    | 64 | The J. M. Smucker Company | | 2025 Proxy Statement |

  159. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  160. 2025 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) Grant Date Fair Value of Stock and Option Awards ($) (4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Smucker | — | Cash | 446,250 | 1,785,000 | 3,391,500 | — | — | — | — | — | | | 8/13/24 | Performance Units | — | — | — | 17,036 | 34,072 | 68,144 | — | 4,018,111 | | | 6/14/24 | Restricted Stock | — | — | — | — | — | — | 22,715 | 2,531,132 | | Tucker Marshall | — | Cash | 145,125 | 580,500 | 1,102,950 | — | — | — | — | — | | | 8/13/24 | Performance Units | — | — | — | 4,575 | 9,149 | 18,298 | — | 1,078,942 | | | 6/14/24 | Restricted Stock | — | — | — | — | — | — | 6,100 | 679,723 | | | 4/30/25 | Restricted Stock | — | — | — | — | — | — | 22,000 | 2,538,580 | | John Brase | — | Cash | 187,500 | 750,000 | 1,425,000 | — | — | — | — | — | | | 8/13/24 | Performance Units | — | — | — | 5,911 | 11,821 | 23,642 | — | 1,394,051 | | | 6/14/24 | Restricted Stock | — | — | — | — | — | — | 7,881 | 878,180 | | | 4/30/25 | Restricted Stock | — | — | — | — | — | — | 35,000 | 4,038,650 | | Jeannette Knudsen | — | Cash | 121,800 | 487,200 | 925,680 | — | — | — | — | — | | | 8/13/24 | Performance Units | — | — | — | 3,760 | 7,519 | 15,038 | — | 886,716 | | | 6/14/24 | Restricted Stock | — | — | — | — | — | — | 5,013 | 558,599 | | Jill Penrose | — | Cash | 109,000 | 436,000 | 828,400 | — | — | — | — | — | | | 8/13/24 | Performance Units | — | — | — | 3,007 | 6,013 | 12,026 | — | 709,113 | | | 6/14/24 | Restricted Stock | — | — | — | — | — | — | 4,009 | 446,723 |

  161. 2025 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 actual earnings incurred during fiscal year 2025 for each Named Executive Officer, which is the basis for determining the actual payments to be made subsequent to fiscal year end. |

  162. 2025 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 August 2024 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, 2024 to April 30, 2027. |

  163. 2025 GRANTS OF PLAN-BASED AWARDS

    | Target award opportunities were expressed in dollars and converted to the target number of performance units using $114.21, the average closing share price for the final five trading days of fiscal year 2024 and the first five trading days of fiscal year 2025 and rounded up to the nearest share. The payment of dividends on unvested performance units is deferred and dividend equivalents are paid only to the extent performance units vest. |

  164. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) The amounts shown in column (j) represent annual restricted stock awards granted in June 2024 under our long-term incentive compensation program. The amounts shown for Tucker Marshall and John Brase also reflect the number of shares granted in connection with the special restricted stock award discussed in footnote (2) of the “Summary Compensation Table.” |

  165. 2025 GRANTS OF PLAN-BASED AWARDS

    | The J. M. Smucker Company | | 2025 Proxy Statement | 65 |

  166. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) The amounts shown in column (k) shows the grant date fair value of: (i) the performance units granted in August 2024 calculated in accordance with ASC Topic 718 based on the probable outcome of the performance conditions as of the grant date, and (ii) the restricted stock grants shown in column (j) of this table. |

  167. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

  168. OUTSTANDING EQUITY AWARDS AT 2025 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 Smucker | 60,611 | — | — | $123.68 | 6/13/2029 | — | — | 86,174 | 10,019,451 | | | 84,821 | — | — | $108.90 | 6/17/2030 | 31,282 | 3,637,158 | — | — | | | 61,498 | — | — | $135.53 | 6/15/2031 | — | — | — | — | | | 31,813 | 15,904 | — | $125.82 | 6/15/2032 | — | — | — | — | | | 12,335 | 24,662 | — | $153.21 | 6/15/2033 | — | — | — | — | | Tucker Marshall | 7,389 | — | — | $108.90 | 6/17/2030 | — | — | 21,790 | 2,533,523 | | | 14,901 | — | — | $135.53 | 6/15/2031 | 30,208 | 3,512,284 | — | — | | | 7,389 | 3,697 | — | $125.82 | 6/15/2032 | — | — | — | — | | | 3,129 | 6,254 | — | $153.21 | 6/15/2033 | — | — | — | — | | John Brase | 37,129 | — | — | $108.90 | 6/17/2030 | — | — | 29,899 | 3,476,357 | | | 23,742 | — | — | $135.53 | 6/15/2031 | 53,353 | 6,203,353 | — | — | | | 11,040 | 5,519 | — | $125.82 | 6/15/2032 | — | — | — | — | | | 4,280 | 8,556 | — | $153.21 | 6/15/2033 | — | — | — | — | | Jeannette Knudsen | 11,522 | — | — | $123.68 | 6/13/2029 | — | — | 18,728 | 2,177,505 | | | 16,294 | — | — | $108.90 | 6/17/2030 | 10,558 | 1,227,579 | — | — | | | 13,950 | — | — | $135.53 | 6/15/2031 | — | — | — | — | | | 6,819 | 3,408 | — | $125.82 | 6/15/2032 | — | — | — | — | | | 2,665 | 5,326 | — | $153.21 | 6/15/2033 | — | — | — | — | | Jill Penrose | 8,306 | — | — | $123.68 | 6/13/2029 | — | — | 14,966 | 1,740,097 | | | 700 | — | — | $103.20 | 12/30/2029 | 8,794 | 1,022,478 | — | — | | | 4,795 | — | — | $108.90 | 6/17/2030 | — | — | — | — | | | 10,068 | — | — | $135.53 | 6/15/2031 | — | — | — | — | | | 5,330 | 2,664 | — | $125.82 | 6/15/2032 | — | — | — | — | | | 2,177 | 4,352 | — | $153.21 | 6/15/2033 | — | — | — | — |

  169. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

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

  170. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | Name | 6/15/2025 | 6/15/2026 | | Mark Smucker | 28,235 | 12,331 | | Tucker Marshall | 6,824 | 3,127 | | John Brase | 9,797 | 4,278 | | Jeannette Knudsen | 6,071 | 2,663 | | Jill Penrose | 4,840 | 2,176 |

  171. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | 66 | The J. M. Smucker Company | | 2025 Proxy Statement |

  172. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

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

  173. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | Name | 6/14/25 | 6/15/25 | 6/14/26 | 6/15/26 | 9/1/26 | 4/30/27 | 6/14/27 | 1/27/28 | 4/30/28 | 4/30/29 | 4/30/30 | | Mark Smucker | 22,715 | 5,788 | — | 2,779 | — | — | — | — | — | — | — | | Tucker Marshall | 2,034 | 1,404 | 2,033 | 704 | — | 5,500 | 2,033 | | 5,500 | 5,500 | 5,500 | | John Brase | 2,627 | 2,008 | 2,627 | 964 | — | 8,750 | 2,627 | 7,500 | 8,750 | 8,750 | 8,750 | | Jeannette Knudsen | 5,013 | 1,245 | — | 600 | 3,700 | — | — | — | — | — | — | | Jill Penrose | 1,337 | 995 | 1,336 | 490 | 3,300 | — | 1,336 | — | — | — | — |

  174. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (3) Restricted shares granted under the current plan generally ratably vest in equal tranches over a three-year period and are not eligible for dividend equivalents. Beginning with the fiscal year 2025 grants, upon participants reaching the age of 60 with at least 5 years of service or the age of 55 with at least 10 years of service, all restricted stock vests on the later of the first anniversary of the grant date or the date the participant meets such age and service requirements. Mark Smucker and Jeannette Knudsen met the retirement eligibility criteria as of April 30, 2025. The restricted shares vesting on September 1, 2026 are the only outstanding shares granted to Named Executive Officers prior to the changes to our long-term incentive program, and these unvested shares receive dividend equivalents paid in cash when dividends are paid on our common stock. |

  175. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (4) The market value of restricted shares was computed using $116.27, the closing share price of our common shares on April 30, 2025, the last business day of the fiscal year. |

  176. OUTSTANDING EQUITY AWARDS AT 2025 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 2025, June 2026, and June 2027. 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. Dividend equivalents are paid only to the extent the performance units vest. |

  177. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (6) The market value of unearned performance units that have not vested was computed using $116.27, the closing price of our common shares on April 30, 2025, the last business day of the fiscal year. |

  178. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding the number and value of stock options exercised and performance units and restricted shares vested for each of the Named Executive Officers during fiscal year 2025.

  179. 2025 OPTION EXERCISES AND STOCK VESTED

    | (a) Name | Option Awards | | Stock Awards | | | | (b) Number of Shares Acquired on Exercise (#) | (c) Value Realized on Exercise ($) | (d) Number of Shares Acquired on Exercise (#) | (e) Value Realized on Vesting ($) (1) | | Mark Smucker | — | — | 28,615 | 3,462,475 | | Tucker Marshall | — | — | 7,937 | 949,246 | | John Brase | — | — | 10,822 | 1,311,473 | | Jeannette Knudsen | — | — | 6,424 | 793,823 | | Jill Penrose | — | — | 4,732 | 586,357 |

  180. 2025 OPTION EXERCISES AND STOCK VESTED

    | (1) The value realized on the vesting of performance units and restricted shares is equal to the number of shares vested, multiplied by the market price of our common stock, plus the amount of cash dividend equivalents that were paid on the vested performance units and the restricted shares granted to Named Executive Officers prior to the changes to our long-term incentive program. The market price is equal to the closing price of our common stock on the NYSE on the date of vesting. |

  181. 2025 OPTION EXERCISES AND STOCK VESTED

    | The J. M. Smucker Company | | 2025 Proxy Statement | 67 |

  182. 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 “2025 Pension Benefits Table,” except for John Brase and Tucker Marshall, participate in the Qualified Pension Plan. Mark Smucker is the only Named Executive Officer who participates in the SERP.

  183. 2025 Pension Benefits

    2025 Pension Benefits

  184. 2025 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 Smucker | Qualified Pension Plan SERP Total | 10.3 25.0 | $173,916 $13,562,163 $13,736,079 | — — — | | Tucker Marshall | Qualified Pension Plan SERP Total | — — | — — — | — — — | | John Brase | Qualified Pension Plan SERP Total | — — | — — — | — — — | | Jeannette Knudsen | Qualified Pension Plan SERP Total | 5.3 — | $51,388 — $51,388 | — — — | | Jill Penrose | Qualified Pension Plan SERP Total | 3.4 — | $39,897 — $39,897 | — — — |

  185. 2025 Pension Benefits

    | The J. M. Smucker Company | | 2025 Proxy Statement | 69 |

  186. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION

  187. 2025 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 Smucker Restoration Plan (2) | 199,330 | 232,552 | 18,129 | 542,883 | | Tucker Marshall Restoration Plan (2) | 88,953 | 77,834 | 82,698 | 1,033,142 | | John Brase Restoration Plan (2) | 145,296 | 101,707 | 112,915 | 1,393,472 | | Jeannette Knudsen Restoration Plan (2) New SERP (3) | 56,796 — | 66,262 — | 58,609 71,171 | 957,523 984,978 | | Jill Penrose Restoration Plan (2) | 81,116 | 56,781 | 197,311 | 2,641,299 |

  188. 2025 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. |

  189. 2025 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 annual installments ranging from two to 10 years. Jeannette Knudsen became eligible to participate in the Restoration Plan on January 1, 2018. Mark Smucker became eligible to participate in the Restoration Plan on July 1, 2023. Compensation related to any deferrals has been included as compensation in the “Summary Compensation Table.” |

  190. 2025 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 monthly installments ranging from five to 20 years. No contributions will be made to the New SERP for compensation earned after December 31, 2017. |

  191. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | 70 | The J. M. Smucker Company | | 2025 Proxy Statement |

  192. Termination Analysis Table

    Termination Analysis Table The following table and footnotes describe the estimated potential payment obligations under various termination events. The table assumes termination of employment occurs on the last day of the fiscal year. A closing stock price of $116.27, as of the last business day of the fiscal year, is assumed for all equity values.

  193. Termination Analysis Table

    | | Voluntary ($)(1) | Death ($) | Involuntary for Cause ($) | Involuntary w/o Cause ($) | Change in Control ($) | | Mark Smucker | | | | | | | Severance (2) | — | — | — | 2,380,000 | 5,950,001 | | Medical & Outplacement Benefits | — | — | — | 58,000 | 61,000 | | Cash Incentive Award | 1,552,950 | 1,552,950 | — | 1,785,000 | 1,785,000 | | Value of Restricted Shares (3) | — | 3,637,158 | — | 349,856 | 3,637,158 | | Value of Performance Units (4) | — | 6,408,957 | — | 6,408,957 | 10,019,451 | | Value of Options (5) | — | — | — | — | — | | Retirement Benefits (6) | 16,132,955 | 7,998,432 | 16,132,955 | 16,132,955 | 16,132,955 | | Healthcare Retirement Account (7) | 47,581 | 47,581 | 47,581 | 47,581 | 47,581 | | TOTAL | 17,733,486 | 19,645,078 | 16,180,536 | 27,162,349 | 37,633,146 | | Tucker Marshall | | | | | | | Severance (2) | — | — | — | 967,500 | 2,451,000 | | Medical & Outplacement Benefits | — | — | — | 46,000 | 61,000 | | Cash Incentive Award | — | 505,035 | — | 580,500 | 580,500 | | Value of Restricted Shares (3) | — | 3,512,284 | — | 81,273 | 3,512,284 | | Value of Performance Units (4) | — | 1,578,482 | — | 1,578,482 | 2,533,523 | | Value of Options (5) | — | — | — | — | — | | Retirement Benefits (6) | — | — | — | — | — | | TOTAL | — | 5,595,801 | — | 3,253,755 | 9,138,307 |

  194. Termination Analysis Table

    | 72 | The J. M. Smucker Company | | 2025 Proxy Statement |

  195. Termination Analysis Table

    | | Voluntary ($)(1) | Death ($) | Involuntary for Cause ($) | Involuntary w/o Cause ($) | Change in Control ($) | | John Brase | | | | | | | Severance (2) | — | — | — | 1,125,000 | 1,125,000 | | Medical & Outplacement Benefits | — | — | — | 46,000 | 61,000 | | Cash Incentive Award | — | 652,500 | — | 750,000 | 750,000 | | Value of Restricted Shares (3) | — | 6,203,353 | — | 121,386 | 6,203,353 | | Value of Performance Units (4) | — | 2,223,741 | — | 2,223,741 | 3,476,357 | | Value of Options (5) | — | — | — | — | — | | Retirement Benefits (6) | — | — | — | — | — | | TOTAL | — | 9,079,594 | — | 4,266,127 | 11,615,710 | | Jeannette Knudsen | | | | | | | Severance (2) | — | — | — | 913,500 | 2,192,401 | | Medical & Outplacement Benefits | — | — | — | 34,000 | 49,000 | | Cash Incentive Award | 423,864 | 423,864 | — | 487,200 | 487,200 | | Value of Restricted Shares (3) | — | 1,169,975 | — | 74,994 | 1,227,579 | | Value of Performance Units (4) | — | 1,385,280 | — | 1,385,280 | 2,177,505 | | Value of Options (5) | — | — | — | — | — | | Retirement Benefits (6) | 53,428 | 24,234 | 53,428 | 53,428 | 53,428 | | Healthcare Retirement Account (7) | 45,755 | 45,755 | 45,755 | 45,755 | 45,755 | | TOTAL | 523,047 | 3,049,108 | 99,183 | 2,994,157 | 6,232,868 | | Jill Penrose | | | | | | | Severance (2) | — | — | — | 817,500 | 1,962,000 | | Medical & Outplacement Benefits | — | — | — | 46,000 | 61,000 | | Cash Incentive Award | — | 379,320 | — | 436,000 | 436,000 | | Value of Restricted Shares (3) | — | 971,102 | — | 58,600 | 1,022,478 | | Value of Performance Units (4) | — | 1,102,898 | — | 1,102,898 | 1,740,097 | | Value of Options (5) | — | — | — | — | — | | Retirement Benefits (6) | 32,104 | 13,584 | 32,104 | 32,104 | 32,104 | | TOTAL | 32,104 | 2,466,904 | 32,104 | 2,493,102 | 5,253,679 |

  196. Termination Analysis Table

    | (1) This amount assumes the Named Executive Officer voluntarily terminates or retires. Mark Smucker and Jeannette Knudsen were eligible for retirement as of the end of fiscal year 2025. |

  197. Termination Analysis Table

    | (2) In the event of an involuntary termination without cause, the amount equals 18 months of the elected officer’s base monthly salary based on the provisions of the Severance Plan, with the exception of the Chief Executive Officer, who will receive 24 months of his or her base monthly salary, plus an additional lump sum payment equivalent to approximately 18 months’ premiums on the Named Executive Officer’s or 24 months of the Chief Executive Officer’s Company-sponsored medical coverage in effect on the date of the Qualifying Termination. In the event of a change in control, the amount equals two times the sum of the annual base salary and the target annual bonus. |

  198. Termination Analysis Table

    | (3) In the event of death or permanent disability, all unvested restricted shares would immediately vest, excluding restricted shares issued to Jeannette Knudsen and Jill Penrose on September 1, 2016, which would be pro-rated based on the number of days each was actively employed during the vesting period. In the event of a change in control, all unvested restricted shares would immediately vest if we had a change in control and the participant’s employment is terminated without cause or the participant resigns for good reason. In the event of an involuntary termination without cause, the third tranche of the June 2022 awards would immediately vest. The Compensation Committee has the discretion to vest all other outstanding unvested restricted shares. |

  199. Termination Analysis Table

    | (4) In the event of death or permanent disability, the Named Executive Officer will be eligible for pro-rated vesting at the target number of units. In the event of a change in control, all unvested performance units granted would immediately vest if we had a change in control and the participant’s employment is terminated without cause or the participant resigns for good reason. If the Named Executive Officer has worked more than a year of the performance period and |

  200. Termination Analysis Table

    | The J. M. Smucker Company | | 2025 Proxy Statement | 73 |

  201. Termination Analysis Table

    | is involuntarily terminated without cause, he or she will be eligible for pro-rated vesting at target (based on actual performance at the end of the three-year period), and these awards are included at target under the column “Involuntary w/o Cause.” |

  202. Termination Analysis Table

    | (5) In the event of death or permanent disability, all unvested options would immediately vest. In the event of a change in control, all unvested options would immediately vest if we had a change in control and the participant’s employment is terminated without cause or the participant resigns for good reason. In the event of an involuntary termination without cause, unvested options that were at least two years old as of the date of an involuntary termination would vest, and these awards are included under the column “Involuntary w/o Cause.” These unvested options have no value since the exercise price of the options was higher than the closing stock price on the last business day of the fiscal year. |

  203. Termination Analysis Table

    | (6) For all the Named Executive Officers, Retirement Benefits represent the total value of such benefits assuming the termination event occurs on April 30, 2025. Such amounts may differ from the comparable value shown in the “2025 Pension Benefits Table.” Death benefits assume that the surviving spouse receives half of the 50% joint and survivor benefit. The SERP includes a provision indicating that the participant will not receive his or her benefit if the participant’s employment with the Company is terminated due to his or her dishonest or fraudulent conduct. |

  204. Termination Analysis Table

    | (7) Certain employees, including Named Executive Officers, who were employed as of December 31, 2016, were eligible for a Healthcare Retirement Account. Eligible employees receive an annual credit to their account on January 1 in the amount of $800. Participants must be at least age 55 with 10 years of service or age 60 with 5 years of service to be vested in the account. |

  205. Termination Analysis Table

    | 74 | The J. M. Smucker Company | | 2025 Proxy Statement |

  206. 2025 CEO PAY RATIO

    2025 CEO PAY RATIO The SEC requires us to disclose the annual total compensation of Mark 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 2025, our last completed fiscal year:

  207. 2025 CEO PAY RATIO

    | | Mark Smucker’s annual total compensation: $10,976,383; |

  208. 2025 CEO PAY RATIO

    | | Our median employee’s annual total compensation: $79,561; and |

  209. 2025 CEO PAY RATIO

    | | Ratio of Mark Smucker’s annual total compensation to our median employee’s annual total compensation: 138 to 1. |

  210. 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. For the purposes of calculating the fiscal year 2025 pay ratio, we used the same median employee that was identified in fiscal year 2024. 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 2025 pay ratio disclosure. In determining our median employee, we chose April 1, 2024 as the determination day to review our global employee population. As of that date, we employed 9,079 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, 2023. As permitted under SEC rules, we excluded four 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, 2024 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 Smucker. We calculated the median employee’s annual total compensation for fiscal year 2025 as described above for purposes of determining the ratio of Mark Smucker’s annual total compensation to the employee’s annual total compensation.

  211. Pay Ratio Methodology

    | The J. M. Smucker Company | | 2025 Proxy Statement | 75 |

  212. 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 2025, 2024, 2023, 2022, and 2021.

  213. 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) | | 2025 | 10,976,383 | 7,810,695 | 4,570,585 | 4,019,357 | 118.65 | 122.65 | (1,230.8) | 10.12 | | 2024 | 10,367,569 | 3,893,704 | 3,161,327 | 1,416,797 | 112.74 | 130.75 | 744.0 | 9.94 | | 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 |

  214. Pay Ratio Methodology

    | (1) Mark Smucker served as our principal executive officer (“PEO”) for 2021, 2022, 2023, 2024, and 2025. Our non-PEO Named Executive Officers (“NEOs”) included Tucker Marshall, John Brase, Jeannette Knudsen, and Richard Smucker for 2021 and 2022, and Tucker Marshall, John Brase, Jeannette Knudsen, and Jill Penrose for 2023, 2024, and 2025. |

  215. Pay Ratio Methodology

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

  216. Pay Ratio Methodology

    | PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total for PEO (Column (b)) | 10,976,383 | 10,367,569 | 11,348,537 | 8,511,639 | 12,450,437 | | Less: Stock Award Values Reported in SCT | (6,549,243) | (5,188,571) | (5,014,262) | (4,143,838) | (3,598,208) | | Less: Option Award Values Reported in SCT | — | (1,297,115) | (1,253,526) | (1,381,245) | (1,199,375) | | Plus: Fair Value of Outstanding Unvested Equity Awards Granted in the Covered Year | 6,602,624 | 4,287,020 | 7,679,823 | 5,925,060 | 6,557,375 | | Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | (2,079,119) | (4,341,705) | 575,031 | (1,311,156) | 1,889,530 | | Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | (186,038) | (141,039) | (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 | 280,291 | 207,545 | 323,409 | 279,441 | 345,654 | | Change in Fair Value for Equity Award Modifications | — | — | — | — | | | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | (1,234,203) | — | (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)) | 7,810,695 | 3,893,704 | 11,781,764 | 8,485,002 | 12,995,067 |

  217. Pay Ratio Methodology

    | 76 | The J. M. Smucker Company | | 2025 Proxy Statement |

  218. 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: |

  219. Pay Ratio Methodology

    | Average for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total for Non-PEOs (Column (d)) | 4,570,585 | 3,161,327 | 3,088,211 | 2,883,391 | 3,321,746 | | Less: Stock Award Values Reported in SCT | (3,302,319) | (1,288,159) | (1,205,149) | (1,110,969) | (1,082,985) | | Less: Option Award Values Reported in SCT | — | (322,017) | (301,271) | (370,309) | (360,975) | | Plus: Fair Value of Outstanding Unvested Equity Awards Granted in the Covered Year | 3,328,374 | 1,064,327 | 1,845,789 | 1,498,861 | 1,973,615 | | Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | (506,378) | (1,228,516) | 125,057 | (255,680) | 303,178 | | Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | (147,696) | (26,990) | (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 | 78,927 | 56,825 | 39,790 | 19,022 | 22,821 | | Change in Fair Value for Equity Award Modifications | — | — | — | — | | | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | (2,136) | — | — | — | (52,290) | | Plus: Service Cost of Pension Benefits | — | — | — | — | | | Plus: Prior Service Cost of Pension Benefits | — | — | — | — | | | Compensation Actually Paid to Non-PEO (Column (e)) | 4,019,357 | 1,416,797 | 3,566,854 | 2,690,945 | 4,103,342 |

  220. 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 Report on Form 10-K. |

  221. Pay Ratio Methodology

    | (5) The fiscal year 2023 net loss includes the loss on the divestiture of certain pet food brands. The fiscal year 2025 net loss includes the impairment charge related to the goodwill of the Sweet Baked Snacks reporting unit, the impairment charge related to the Hostess brand indefinite-lived trademark, and the loss on the divestitures of certain Sweet Baked Snacks value brands and the Voortman business. For further information, please see the Consolidated Financial Statements in our Annual Report on Form 10-K. |

  222. 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. |

  223. Pay Ratio Methodology

    | The J. M. Smucker Company | | 2025 Proxy Statement | 77 |

  224. Transactions with Directors and Executive Officers

    Transactions with Directors and Executive Officers Timothy Smucker, Honorary Chairman Emeritus of the Company, is the father of our Chief Executive Officer and Chair of the Board, Mark Smucker. For fiscal year 2025, Timothy Smucker was compensated as a Chairman Emeritus until his retirement in August 2024, and such compensation is included in the “2025 Director Compensation Table.” Richard Smucker, Chairman Emeritus for the Company, is the uncle of our Chief Executive Officer and Chair of the Board, Mark Smucker. For fiscal year 2025, Richard Smucker was compensated as a Chairman Emeritus, and such compensation is included in the “2025 Director Compensation Table.” Kirk Perry, a member of the Board, was the President and Chief Executive Officer of Circana until February 2025. We incurred approximately $12.8 million in expenses for consumer data, analytics, and insights services provided to us by Circana in fiscal year 2025. 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.

  225. Transactions with Directors and Executive Officers

    | 80 | The J. M. Smucker Company | | 2025 Proxy Statement |