DEF 14A of Mccormick & Co Inc, Feb 15, 2024

DEF 14A of Mccormick & Co Inc

Filed Feb 15, 2024 · FY20230001308179-24-000026

Open on EDGAR

  1. Directors

    Directors

  2. Executive Sessions of the Board of Directors

    Executive Sessions of the Board of Directors Pursuant to McCormick’s Corporate Governance Guidelines, the independent directors meet in regularly scheduled sessions (typically before and after each Board meeting) without the presence of management.

  3. Communications with the Board of Directors

    Communications with the Board of Directors Stockholders and other interested parties may communicate with one or more members of the Board by writing to the Board, or to a specific director, at: Board of Directors (or specific director) McCormick & Company, Incorporated c/o Corporate Secretary 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031

  4. Process for Nominating Potential Director Candidates

    Process for Nominating Potential Director Candidates The Nominating and Corporate Governance Committee is responsible for selecting potential candidates for Board membership and for recommending qualified candidates to the full Board for nomination; and retains search firms to assist with the selection process. The Committee also considers recommendations of potential candidates from stockholders. The Committee applies the same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources. Suggestions regarding potential director candidates, together with the supporting information concerning the potential candidate’s qualifications, should be submitted in writing to: Nominating and Corporate Governance Committee McCormick & Company, Incorporated c/o Corporate Secretary 24 Schilling Road, Suite 1, Hunt Valley, Maryland 21031

  5. Board Membership and Effectiveness

    Board Membership and Effectiveness

  6. Selection Criteria and Qualifications for All Directors

    Selection Criteria and Qualifications for All Directors The Nominating and Corporate Governance Committee is responsible for developing the selection criteria to be used in seeking nominees for election to the Board, within the general qualification criteria for director nominees established by the Board in McCormick’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee is also responsible for identifying, screening and selecting potential candidates for Board membership and for recommending qualified candidates to the full Board. The Board will consider qualified candidates recommended by the Nominating and Corporate Governance Committee for election to the Board and will determine which candidates to recommend to the Company’s stockholders for election. The Board is responsible for filling vacancies on the Board as they arise. In evaluating potential candidates, the Board considers the qualifications listed in McCormick’s Corporate Governance Guidelines, including the requirement that nominees should possess the highest personal and professional ethics, integrity and values, and the commitment to represent the long-term interests of the stockholders. Nominees are selected on the basis of their business and professional experience and qualifications, public service, diversity of background and availability, and will be experienced at policy-making levels in business, government, finance or accounting, higher education or other fields relevant to the Company’s global activities. Nominees are selected to represent all stockholders rather than special interest groups or any group of stockholders. The Board also has a formal policy with regard to diversity of Board nominees. As set forth in McCormick’s Corporate Governance Guidelines, it is a policy of the Board that diversity of background is a consideration in selecting Board nominees. Although the Board does not establish specific diversity goals or criteria, the selection criteria established by the Nominating and Corporate Governance Committee include a preference that candidates enhance the diversity of the Board (for example, with respect to self-identified characteristics such as gender, race, ethnicity, and culture). The Nominating and Corporate Governance Committee assesses the effectiveness of its diversity efforts through the annual nomination process, the annual self-evaluation process of the Board and its Committees and the Committee’s periodic evaluation of the Board’s composition. Diversity is valued because the Board believes that a variety of perspectives and experiences contributes to a more enhanced decision-making process.

  7. Board Evaluation and Assessment

    Board Evaluation and Assessment The Nominating and Corporate Governance Committee conducts the Board’s annual self-assessment process, which includes surveys of Board members, one-on-one discussions, and opportunities for directors to bring forward ideas to improve the Board’s effectiveness. The Committee regularly evaluates and adds to the self-assessment process in an effort to improve it. Additionally, from time to time, the Nominating and Corporate Governance Committee, on behalf of the Board, may also retain an independent consultant experienced in corporate governance matters to conduct an in-depth study of the effectiveness of the Board and its Committees and to assist with the annual performance evaluation process. Amongst other things, the consultant typically interviews each director to obtain his or her assessment of the effectiveness of the Board and its Committees, including opportunities for the Board to enhance its effectiveness. The Board and its Committees then discuss the evaluation and determine if any follow-up actions are necessary. The Board and its Committees may then develop and execute plans to take actions based on the results, as appropriate, to ensure the Board and its Committees continue to operate effectively, where examples of such actions could be to change (i) the selection criteria used for membership to the Board; (ii) the allocation of the Board’s oversight responsibilities amongst the Board and its Committees; or (iii) the leadership structure of the Board and its Committees.

  8. Particular Skills Represented on the Board as a Whole

    Particular Skills Represented on the Board as a Whole The Nominating and Corporate Governance Committee and the full Board believe a complementary mix of diverse skills, attributes, and experiences will best serve the Company and its stockholders. The director skills summary that appears below, and the related narrative for each director nominee, notes the specific experience, qualifications, attributes, and skills for each director that the Board considers important in determining that each nominee should serve on the Board in light of the Company’s business, structure, and strategic direction. The absence of a “•” for a particular skill does not mean the director is unable to contribute to the decision-making process in that area.

  9. Summary of Skills of Director Nominees

    Summary of Skills of Director Nominees

  10. Summary of Skills of Director Nominees

    | | Anne L. Bramman | Michael A. Conway | Brendan M. Foley | Lawrence E. Kurzius | Patricia Little | Michael D. Mangan | Maritza G. Montiel | Margaret M.V. Preston | Gary M. Rodkin | Jacques Tapiero | Terry S. Thomas | W. Anthony Vernon | | Senior executive experience (e.g., CEO, COO, CFO) at a publicly traded multinational company | | | | | | | | | | | | | | Consumer marketing experience, or a particular knowledge of the food industry | | | | | | | | | | | | | | General management experience in international operations | | | | | | | | | | | | | | Enhances the diversity of the Board (e.g., gender, race, ethnicity, & culture) | | | | | | | | | | | | | | Strategic leadership at a large, complex, organization | | | | | | | | | | | | | | High level of financial literacy | | | | | | | | | | | | | | Governmental experience; regulatory expertise | | | | | | | | | | | | | | Merger, acquisition and/or joint venture expertise | | | | | | | | | | | | | | Experience in aligning compensation with organizational strategy and performance | | | | | | | | | | | | | | Experience with enterprise risk management programs, including financial, operational, cybersecurity and/or ESG risks | | | | | | | | | | | | |

  11. Director Skills Narrative

    Director Skills Narrative

  12. Director Skills Narrative

    | ANNE L. BRAMMAN | | | Age 56 Director since: 2020 INDEPENDENT Committees: • Audit | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Experience in International Operations • Merger, Acquisition and/or Joint Venture Expertise • Executive Experience at Publicly Traded Company Other Public Company Directorships: • None Other Public Company Directorships Held during the Past 5 Years: • None Ms. Bramman’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) strategic leadership at a large, complex, organization, (iii) a high level of financial literacy, and (iv) experience in mergers and acquisitions. Ms. Bramman currently serves as Chief Financial and Growth Officer of Circana, Inc. Previously, she served as a senior advisor for Boston Consulting Group from January 2023 to June 2023 and as Chief Financial Officer for Nordstrom, Inc. until her departure from Nordstrom in December 2022. Prior to Nordstrom, she served as Senior Vice President and Chief Financial Officer for Avery Dennison Corporation, from 2015 until she joined Nordstrom in 2017, responsible for financial strategy and operations, including the audit, financial reporting, investor relations, planning and analysis, information technology, tax and treasury functions. Prior to joining Avery Dennison, she worked at Carnival Cruise Line, the largest division of Carnival Corporation, from 2010 to 2015, serving as Senior Vice President and Chief Financial Officer responsible for all financial and accounting functions, as well as shoreside human resources and information technology. Prior to joining Carnival, she spent six years at L Brands, Inc. serving in various senior finance roles, including as Vice President & Assistant Treasurer - Mergers, Acquisitions and Capital Markets before assuming the position of Senior Vice President and Chief Financial Officer of Henri Bendel, a subsidiary of L Brands, Inc., in 2008. The McCormick Board of Directors has determined that Ms. Bramman is an “audit committee financial expert” under the rules of the SEC. |

  13. Director Skills Narrative

    | MICHAEL A. CONWAY | | | Age 57 Director since: 2015 INDEPENDENT Committees: • Nominating and Corporate Governance | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Consumer Marketing Experience • Management Experience in International Operations • Executive Experience at Publicly Traded Company Other Public Company Directorships: • None Other Public Company Directorships Held during the Past 5 Years: • None Mr. Conway’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) general management experience in international operations, and (iv) as a senior executive responsible for a global consumer packaged foods business, a particular knowledge of the business, markets and customers in which McCormick operates. Mr. Conway currently serves as Group President, International and Channel Development for Starbucks Corporation, which is a publicly traded multinational company. Previously, he served as Executive Vice President and President, International Licensed Markets for Starbucks from 2020 to 2021, Executive Vice President and President, Canada for Starbucks from 2018 to 2020, President, Licensed Stores, U.S. and Latin America for Starbucks from 2016 to 2018 and President, Global Channel Development for Starbucks from 2013 to 2016 responsible for all commercial and business strategy functions and expanding into emerging international markets. Prior to joining Starbucks, he worked at Johnson & Johnson from 2004 to 2013, serving as worldwide President of McNeil Nutritional, a division of Johnson & Johnson from 2010 to 2013; and worked at the Campbell Soup Company from 1994 to 2004, serving as Vice President for the Adult Simple Meals Division of the Campbell Soup Company from 2003 to 2004. At Starbucks, Mr. Conway is a Senior Officer and Executive Team Member with full profit and loss responsibility. |

  14. Director Skills Narrative

    | BRENDAN M. FOLEY | | | Age 58 Director since: 2023 Committees: • None | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Knowledge of the Food Industry • Merger, Acquisition and/or Joint Venture Expertise • Management Experience in International Operations Other Public Company Directorships: • None Other Public Company Directorships Held during the Past 5 Years: • None Mr. Foley’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) general management experience in international operations, and (v) strategic leadership of a large, complex, organization. Mr. Foley currently serves as our President and Chief Executive Officer (since September 2023). His prior roles with McCormick have been: Chief Operating Officer and President (2022 to 2023); President, Global Consumer, Americas & Asia (2020 to 2022); President, Global Consumer and Americas (2017 to 2020); President, Global Consumer and North America (2016 to 2017); President, North America (2015 to 2016); President, U.S. Consumer Foods Division (2014 to 2015). Prior to joining the Company, Mr. Foley served as President, North American Zone (2013 to 2014); President, U.S. Consumer Products (2012 to 2013); and President, U.S. Food Service (2008 to 2012) with the H.J. Heinz Co. In his present role, Mr. Foley is responsible for the strategic leadership of the Company. He has extensive knowledge of consumer goods marketing in general, with a specific knowledge of the business, markets, and customers within the food industry in particular, and has hands-on experience in directing the day-to-day operations of our large, multi-faceted, consumer and flavor solutions foods business. |

  15. Director Skills Narrative

    | LAWRENCE E. KURZIUS | | | Age 65 Director since: 2015 Committees: • None | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Knowledge of the Food Industry • Merger, Acquisition and/or Joint Venture Expertise • Management Experience in International Operations Other Public Company Directorships: • Elanco Animal Health Inc. • CooperCompanies Inc. Other Public Company Directorships Held during the Past 5 Years: • Elanco Animal Health Inc. • CooperCompanies Inc. Mr. Kurzius’ qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) general management experience in international operations, and (v) strategic leadership of a large, complex, organization. Mr. Kurzius currently serves as the Executive Chairman of the Board (since September 2023). He previously served as Chairman (since 2017) and Chief Executive Officer of McCormick (since 2016). He also served as President (from 2015 until 2022) and in a variety of other roles with the Company, thereby gaining an understanding of the different aspects of the Company’s operations and the food industry. Prior to assuming his present role, Mr. Kurzius was also (a) President and Chief Operating Officer (2015 to 2016) of McCormick, (b) President of the Company’s global consumer business (2013 to 2016), (c) Chief Administrative Officer of the Company (2013 to 2015), (d) President of the Company’s international business (2008 to 2013), (e) President of EMEA (2007 to 2008), (f) President of U.S. Consumer Foods (2005 to 2007), (g) Vice President and General Manager of Sales and Marketing for U.S. Consumer Foods (2005), and (h) President of Zatarain’s (2003 to 2005). Prior to joining the Company upon the acquisition of Zatarain’s by McCormick, Mr. Kurzius was the Chief Executive Officer of Zatarain’s where he worked for 12 years. Mr. Kurzius was also a marketing executive with the Quaker Oats Company and Mars Inc.’s Uncle Ben’s Company. In these various roles, Mr. Kurzius developed a broad knowledge of the Company’s markets – both domestic and international, and consumer and flavor solutions – and had senior level responsibility for strategic planning and leadership with respect to these businesses. In his present role, Mr. Kurzius is responsible for the strategic leadership of the Board. He has extensive knowledge of consumer goods marketing in general, with a specific knowledge of the business, markets, and customers within the food industry in particular, and has hands-on experience in directing the day-to-day operations of our large, multi-faceted, consumer and flavor solutions foods business. Mr. Kurzius currently serves on the board of directors of Elanco Animal Health Inc. (NYSE: ELAN) and the CooperCompanies Inc. (Nasdaq: COO) |

  16. Director Skills Narrative

    | PATRICIA LITTLE | | | Age 63 Director since: 2010 INDEPENDENT Committees: • Nominating and Corporate Governance | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Consumer Marketing Experience • Executive Experience at Publicly Traded Company • Management Experience in International Operations Other Public Company Directorships: • Ulta Beauty, Inc. Other Public Company Directorships Held during the Past 5 Years: • Ulta Beauty, Inc. Ms. Little’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) general management experience in international operations, (iii) consumer marketing experience, (iv) a detailed knowledge of the food industry and (v) a high level of financial literacy. Ms. Little has over 25 years of experience across a broad range of roles in accounting, treasury, and finance functions at both the corporate and operating levels. Most recently, Ms. Little served as the Senior Vice President & Chief Financial Officer of The Hershey Company from 2015 until her retirement in May 2019, which required management of an internationally-based financial organization. Ms. Little’s responsibilities included the oversight of internal controls and financial systems on an international basis, the identification of enterprise risks, the oversight of the performance of the organization’s public accountants in the preparation, auditing and evaluation of financial statements, and capital planning for the Hershey Company. As Senior Vice President & Chief Financial Officer, she regularly interacted with the audit committee of the board of directors of that company. Prior to joining The Hershey Company, Ms. Little’s service at Kelly Services, Inc. as Executive Vice President & Chief Financial Officer from 2008 to 2015 entailed similar responsibilities as at The Hershey Company. Prior to that, her position at the Ford Motor Company as its general auditor and head of global accounting included responsibilities for managing global internal and external audit functions. As was true of her service with the Ford Motor Company and Kelly Services, her position at The Hershey Company required travel to, and a detailed understanding of, her company’s international operations and the local legal and accounting requirements bearing on her area of oversight. Ms. Little currently serves on the board of Ulta Beauty, Inc. (Nasdaq: ULTA). |

  17. Director Skills Narrative

    | MICHAEL D. MANGAN | | | Age 67 Director since: 2007 INDEPENDENT Lead Director Committees: • Compensation and Human Capital • Nominating and Corporate Governance | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Consumer Marketing Experience • Executive Experience at a Publicly Traded Company • Management Experience in International Operations Other Public Company Directorships: • None Other Public Company Directorships Held during the Past 5 Years: • Nutrisystem, Inc. Mr. Mangan’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a high level of financial literacy, and (iv) general management experience in international operations. Mr. Mangan served as the President of the Worldwide Power Tools and Accessories (WPTA) group of The Black & Decker Corporation until its acquisition in 2010 by The Stanley Works. In that role he provided strategic leadership of the WPTA group, and had oversight over the consumer marketing activities of that group in the international consumer marketplace. Service as President of the WPTA group, and past service as the Chief Financial Officer of The Black & Decker Corporation, broadened Mr. Mangan’s international experience and provided an in-depth understanding of the company’s key international markets. Service as the Chief Financial Officer of the Black & Decker Corporation, and prior service as the Executive Vice President & Chief Financial Officer of The Ryland Group, Inc., included responsibilities for overseeing the performance of those companies’ public accountants in the preparation, auditing and evaluation of financial statements, business planning, corporate finance and investments, internal controls, and information systems. |

  18. Director Skills Narrative

    | MARITZA G. MONTIEL | | | Age 72 Director since: 2015 INDEPENDENT Committees: • Audit (Chair) | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Experience in International Operations • Governmental Experience and Regulatory Expertise • Merger, Acquisition and/or Joint Venture Expertise Other Public Company Directorships: • Royal Caribbean Cruises Ltd. • Comcast Corporation Other Public Company Directorships Held during the Past 5 Years: • AptarGroup, Inc. • Royal Caribbean Cruises Ltd. • Comcast Corporation Ms. Montiel’s qualifications include (i) strategic leadership at a large, complex, organization, (ii) governmental experience, (iii) a high level of financial literacy, and (iv) experience in developing effective governance and shared responsibility models. Ms. Montiel served for more than 40 years at Deloitte LLP before retiring in June 2014. Her most recent position was as Deputy Chief Executive Officer and Vice Chairman of the firm’s U.S. business. As Deputy CEO, Ms. Montiel led a variety of strategic initiatives including the transformation of the Federal Government Services Practice. She was also a member of the Deloitte Touche Tohmatsu Limited Global Board of Directors. Prior to her most recent role with Deloitte, Ms. Montiel served as Regional Managing Partner for the Southwest Region in which she led the organization through significant growth. Ms. Montiel was also the Managing Partner responsible for Leadership Development & Succession, as well as Deloitte University where she developed and implemented a strategic initiative aimed at transforming Deloitte’s professional development curriculum and training the next generation of leaders. The McCormick Board of Directors has determined that Ms. Montiel meets the standards of an “audit committee financial expert” under the rules of the SEC. Ms. Montiel currently serves on the boards of Royal Caribbean Cruises Ltd. (NYSE: RCL) and Comcast Corporation (Nasdaq: CMCSA). |

  19. Director Skills Narrative

    | MARGARET M.V. PRESTON | | | Age 66 Director since: 2003 INDEPENDENT Committees: • Compensation and Human Capital | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Experience in International Operations • Merger, Acquisition and/or Joint Venture Expertise • Experience Aligning Compensation with Performance Other Public Company Directorships: • Otis Worldwide Corporation Other Public Company Directorships Held during the Past 5 Years: • Otis Worldwide Corporation Ms. Preston’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) strategic leadership at a large, complex, organization, (iii) a high level of financial literacy, and (iv) experience in mergers and acquisitions. Ms. Preston currently serves as a Managing Director at Cohen Klingenstein LLC since coming out of retirement to join the company in September 2021. Previously, she served as the Global Chief Financial Officer of Deutsche Bank, Private Wealth Management and as a Managing Director and Regional Executive of US Trust, Bank of America Private Wealth Management, and as a Managing Director of TD Bank Private Wealth Management, which afforded her the opportunity to provide financial oversight and strategic leadership and direction to those organizations, until her retirement in 2019. As Treasurer of Alex. Brown Incorporated, Ms. Preston provided direction in the development of a collateral management system for margin loan management, and her role at US Trust included responsibility for the management of compliance and risk at the Private Wealth Management group for over $20 billion of assets under management at that organization. Ms. Preston has a well-developed experience in mergers and acquisitions, and the integration of acquired businesses, in consequence of her work, first at Alex. Brown as a Merger & Acquisition Manager, and subsequent work on the integration of the Bankers Trust Company and Alex. Brown businesses into Deutsche Bank, and the integration of Merrill Lynch operations into the Bank of America Private Wealth Management platform. Ms. Preston currently serves on the board of Otis Worldwide Corporation (NYSE: OTIS). |

  20. Director Skills Narrative

    | GARY M. RODKIN | | | Age 71 Director since: 2017 INDEPENDENT Committees: • Audit | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Consumer Marketing Experience • Merger, Acquisition and/or Joint Venture Expertise • Executive Experience at Publicly Traded Company Other Public Company Directorships: • Simon Property Group, Inc. Other Public Company Directorships Held during the Past 5 Years: • Simon Property Group, Inc. Mr. Rodkin’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) strategic leadership of a large, complex, organization, and (v) experience in mergers and acquisitions. Mr. Rodkin is a seasoned and successful former Chief Executive Officer who has led major consumer products goods businesses and companies. Most recently, Mr. Rodkin served as the Chief Executive Officer of ConAgra Foods, Inc. from 2005 to 2015, where he transformed ConAgra from a holding company into one unified business with a balanced portfolio of consumer, commercial and private-brand businesses and strong operating capabilities. Prior to joining ConAgra, Mr. Rodkin served as Chairman and Chief Executive Officer of the Beverages and Food division at PepsiCo, Inc., where he was accountable for two lines of business, PepsiCo Beverages North America and Quaker Foods North America. Previously, Mr. Rodkin spent sixteen years with General Mills, Inc. in a variety of management roles. Mr. Rodkin currently serves on the board of Simon Property Group, Inc. (NYSE: SPG), an equity real estate investment trust, as well as on the non-profit boards of Feeding America, a hunger-relief charity, as Chairman, and as the Vice Chairman of the Board of Overseers for Rutgers University. Mr. Rodkin is a Fellow of Executive Education at Harvard Business School, and an Executive in Residence at Rutgers University. The McCormick Board of Directors has determined that Mr. Rodkin is an “audit committee financial expert” under the rules of the SEC. |

  21. Director Skills Narrative

    | JACQUES TAPIERO | | | Age 65 Director since: 2012 INDEPENDENT Committees: • Compensation and Human Capital | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Experience in International Operations • Executive Experience at Publicly Traded Company • Experience Aligning Compensation with Performance Other Public Company Directorships: • None Other Public Company Directorships Held during the Past 5 Years: • None Mr. Tapiero’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) general management experience in international operations, and (iii) strategic leadership at a large, complex, organization. Mr. Tapiero served as Senior Vice President and President, Emerging Markets of Eli Lilly and Company, the Indianapolis, Indiana-based global pharmaceutical company, from 2009 until his retirement from that company on January 31, 2014, after 31 years of service. He was also a member of the Executive Committee of Eli Lilly. The Emerging Markets Business Unit focused on many of the organization’s fastest growing markets, such as China, Russia, Brazil, Mexico, South Korea and Turkey, and Mr. Tapiero was responsible for Lilly’s business in more than 70 countries. Prior to becoming President, Emerging Markets, Mr. Tapiero held the position of President of the Intercontinental Region for Lilly, with operations in Asia, Australia, Africa, the Middle East, Canada, Latin America and Russia (2004 to 2009). He also served as President and General Manager of Lilly France (2000 to 2004); President and General Manager of Eli Lilly do Brasil Ltd (1995 to 1999); and Managing Director of Lilly Sweden (1993 to 1995). Mr. Tapiero joined Lilly in 1983 as a financial analyst, and held several financial management, sales and marketing management positions in the United States, Switzerland and France. Mr. Tapiero is a director of Esteve – Spain (a private chemical and pharmaceuticals group). |

  22. Director Skills Narrative

    | TERRY S. THOMAS | | | Age 54 Director since: 2024 INDEPENDENT Committees: • Audit | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Experience in International Operations • Executive Experience at Publicly Traded Company • Consumer Marketing Experience Other Public Company Directorships: • None Other Public Company Directorships Held during the Past 5 Years: • Flowers Foods, Inc. Mr. Thomas’ qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the consumer packaged goods and food industries, (iv) strategic leadership of a large, complex, organization, and (v) experience in mergers and acquisitions. Mr. Thomas has more than 30 years of domestic and global experience in the consumer packaged goods industry, spanning multiple channels and categories. He currently serves as the Chief Growth Officer of Flowers Foods, Inc. (NYSE: FLO), one of the largest manufacturers of packaged bake goods in North America. Mr. Thomas oversees a portfolio of brands across North America and leads numerous functions, including marketing, sales, revenue management, food service, research and development, innovation, e-commerce, corporate strategy, and mergers and acquisitions. Before his appointment as an executive officer at Flowers Foods, Inc., Mr. Thomas served on the board of directors from 2020 to 2023, where he was a member of the audit committee. Prior to Flowers Foods, Inc., Mr. Thomas worked at Unilever plc for 10 years (2013 to August 2023), holding various executive roles, including U. S. Chief Customer Officer and Senior Vice President of U.S. Grocery Channel, until his appointment as the Global Chief Customer Officer (Personal Care) in 2022. While working for Unilever plc, Mr. Thomas also served as a member of the Unilever Global Diversity and Inclusion board, where he played a significant role in setting the vision and implementing Unilever’s diversity agenda. |

  23. Director Skills Narrative

    | W. ANTHONY VERNON | | | Age 67 Director since: 2017 INDEPENDENT Committees: • Compensation and Human Capital (Chair) | Skills and Qualifications Highlights: • Strategic Leadership and Financial Literacy • Knowledge of the Food Industry • Executive Experience at Publicly Traded Company • Merger, Acquisition and/or Joint Venture Expertise Other Public Company Directorships: • Nuvation Bio Inc. • Novocure Limited Other Public Company Directorships Held during the Past 5 Years: • Intersect ENT, Inc. • Novocure Limited • Axovant Sciences, Inc. • Nuvation Bio Inc. Mr. Vernon’s qualifications include (i) senior executive experience at a publicly traded multinational company, (ii) consumer marketing experience, (iii) a detailed knowledge of the food industry, (iv) strategic leadership of a large, complex, organization, and (v) experience in mergers and acquisitions. Mr. Vernon is a seasoned and successful former Chief Executive Officer who has led major consumer products goods businesses and companies. Most recently, Mr. Vernon served as the Chief Executive Officer of the Kraft Foods Group from 2012 to 2014 and remained with the company as a Senior Advisor and Executive Director until April 2015. He was the first CEO of the newly formed company when Kraft Foods split its snack and grocery divisions into two independent public companies. Mr. Vernon also served as Executive Vice President of Kraft Foods and President of North America from 2009 to 2012. Prior to joining Kraft, Mr. Vernon served as Healthcare Industry Partner of Ripplewood Holdings LLC, a private equity firm. He also held several leadership roles at Johnson & Johnson where he spent 23 years of his career managing some of the company’s largest consumer brands including Tylenol, Motrin, Pepcid AC, Imodium and Splenda. Mr. Vernon also served as President of Centocor, a Johnson & Johnson biotechnology company. Mr. Vernon currently serves on the boards of Nuvation Bio Inc. and Novocure Limited. |

  24. Board of Directors

    Board of Directors The full Board and each Board Committee assesses the Company’s strategic direction and operational risks throughout the year. Each of our directors has, and leverages his/her experience with, enterprise risk management (“ERM”) programs (through operations or via board/committee oversight), including strategic, financial, operational and commercial risks, as well as cybersecurity risk and/or ESG oversight. While the Board and each Board Committee oversees key risk areas, management is charged with the day-to-day management of risk. The Company has robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the Board. These processes include (i) a robust ERM program that is designed to identify and assess risks that may have a significant impact on the Company, (ii) regular internal risk management meetings, (iii) operating risk owners with accountability for risk management activities, (iv) codes of conduct, (v) a strong legal department and ethics and compliance program and (vi) a comprehensive internal and external audit process. The Board also encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. In addition, management regularly provides the Board with reviews of, and updates on, the strategic risk assessment and mitigation actions, which highlights key enterprise risks and major trends that may impact business functions and the Company’s overall risk profile, with recommendations for responsive action on enterprise risks. These plans and related risks are monitored throughout the year as part of the regular financial, operating and performance reports given to the Board and Board Committees by management. McCormick’s Chief Risk Officer, who reports to the Company’s CFO, works with Company personnel representing multiple functional and regional areas within the Company to provide broad oversight of the process and our enterprise risks. In addition to helping assess enterprise risk issues and major trends that may impact business functions, operating units, and the Company’s overall risk profile, the strategic risk management process also entails (i) reviewing the Company’s enterprise risk management framework, including risk identification and assessment, and recommending responsive actions on enterprise risk issues, as needed, which recommendations take into account the immediacy of the risk assessed; and (ii) discussing the quality of business processes and practices at the Company, and reviewing how the Company will achieve its objectives within the enterprise risk framework. Management and the Board and Board Committees also engage outside advisors where appropriate to assist in the identification, oversight, evaluation and management of the risks facing the Company. These outside advisors include the Company’s independent registered public accounting firm, external legal counsel and insurance providers, and the independent executive and non-employee director compensation consultant retained by the Compensation and Human Capital Committee. The Board believes that its current level of independence, leadership structure and qualifications and diversity of its members facilitate the effective identification, oversight, evaluation and management of risk. The Lead Director meets regularly with the other independent directors without management to discuss current and potential risks and the means of mitigating those risks, and has the authority to direct and evaluate the Company’s risk management efforts. Management and the Board and Board Committees view their respective risk management roles, and the collaboration amongst them in the identification, oversight, evaluation and management of risk, as paramount to the Company’s short-term viability and long-term sustainability.

  25. Compensation of Directors*

    Compensation of Directors* The following table sets forth the compensation earned by the non-management directors for services rendered during the fiscal year ended November 30, 2023:

  26. Compensation of Directors*

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | Total ($) | | Anne L. Bramman | 90,000 | 100,036 | 60,004 | 250,040 | | Michael A. Conway | 90,000 | 100,036 | 60,004 | 250,040 | | Freeman A. Hrabowski, III (4) | 105,000 | 100,036 | 60,004 | 265,040 | | Patricia Little | 90,000 | 100,036 | 60,004 | 250,040 | | Michael D. Mangan | 120,000 | 100,036 | 60,004 | 280,040 | | Maritza G. Montiel | 110,000 | 100,036 | 60,004 | 270,040 | | Margaret M.V. Preston | 90,000 | 100,036 | 60,004 | 250,040 | | Gary M. Rodkin | 90,000 | 100,036 | 60,004 | 250,040 | | Jacques Tapiero | 90,000 | 100,036 | 60,004 | 250,040 | | Terry S. Thomas(5) | 0 | 0 | 0 | 0 | | W. Anthony Vernon | 110,000 | 100,036 | 60,004 | 270,040 |

  27. Compensation of Directors*

    | * Lawrence E. Kurzius, Executive Chairman, is a member of the Board of Directors and was also an executive officer of the Company during fiscal 2023. Mr. Kurzius’ compensation for fiscal 2023 is set forth below under “Compensation of Executive Officers.” Brendan M. Foley, President and Chief Executive Officer, is a member of the Board of Directors and was also an executive officer of the Company during fiscal 2023. Mr. Foley’s compensation for fiscal 2023 is set forth below under “Compensation of Executive Officers.” | | (1) Amounts shown include fees deferred at the election of the director, pursuant to the Company’s Non-Qualified Retirement Savings Plan, as follows: Dr. Hrabowski – $105,000; Ms. Preston - $90,000; and Mr. Tapiero – $90,000. | | (2) Amounts shown represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for each director. Awards include grants of RSUs (Stock Awards) and options (Option Awards) under the 2022 Omnibus Incentive Plan, as amended (the “2022 Plan”). For a discussion of the assumptions used in determining these values, see Note 12 to our 2023 financial statements in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. |

  28. Compensation of Directors*

    | (3) Amounts shown include RSUs granted in 2023 and deferred at the election of the following directors: Ms. Bramman $50,018, Dr. Hrabowski - $100,036, Ms. Little - $100,036, Ms. Montiel - $100,036 and Ms. Preston - $100,036. | | (4) Dr. Hrabowski will be retiring from the Board as of the Annual Meeting. | | (5) Mr. Thomas did not earn any compensation as a non-management director in fiscal 2023 as he did not become a member of the Board of Directors until January 23, 2024. |

  29. Narrative to the Director Compensation Tables

    Narrative to the Director Compensation Tables Directors who are employees of McCormick (Messrs. Kurzius and Foley) do not receive any fees for their service as a director. The cash components of non-management director compensation for fiscal 2023 were paid in equal quarterly installments and were comprised of: (i) an annual retainer of $90,000, with the first quarterly installment upon election to the Board paid in Common Stock and subsequent quarterly payments paid in cash; (ii) for a director who serves as the Lead Director an additional annual retainer of $30,000, (iii) for a director who serves as Chair of the Audit Committee or the Compensation and Human Capital Committee, an additional annual retainer of $20,000; and (iv) for a director who serves as Chair of the Nominating and Corporate Governance Committee an additional retainer of $15,000. In addition, in fiscal 2023, non-management directors received an annual option grant in whole shares of Common Stock approximating the value of $60,000 under the 2022 Omnibus Plan. The shares subject to these options vest in full on March 15 of the year following the year in which the grant date occurs, provided that the director continues to serve on the Board until such date. Non-management directors also received an annual RSU grant in whole shares approximating the value of $100,000. The RSUs vest in full on March 15 of the year following the year in which the grant date occurs, provided that the director continues to serve on the Board until such date. All outstanding stock options become fully exercisable and all outstanding RSUs vest in the event of disability or death of the participant, or a change in control of McCormick, while the director is serving on the Board. Directors are eligible to participate in the McCormick Non-Qualified Retirement Savings Plan. Pursuant to this plan, directors may elect to defer anywhere from 10% to 100% of their cash Board fees. McCormick makes no contributions to the Directors’ Non-Qualified Retirement Savings Plan accounts. For all plan participants, including directors, the deferred amounts are recorded in a notional deferred compensation account and change in value based upon the gains and losses of benchmark fund alternatives (one of which tracks the performance of McCormick stock) selected by the participant. Plan participants may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants subject to Section 16 of the Exchange Act). Director participants may elect the deferred amounts plus earnings to be distributed either six months following retirement from the Board or on an interim distribution date. Distributions upon retirement are paid in either a lump-sum or in 5-, 10-, 15- or 20-year installments, based on the director’s distribution election. Interim distributions are paid on a lump-sum basis and must occur at least four years from the date of the deferral election. If a director leaves the Board prior to the interim distribution date, then his or her plan balance will be paid as indicated in the retirement distribution election. Participants may make a change to their distribution election subject to the requirements of the plan and Section 409A of the Internal Revenue Code. Amounts deferred under the Non-Qualified Retirement Savings Plan are held in a “rabbi” trust and remain subject to the claims of McCormick’s creditors until they are paid. Prior to the grant of RSUs, directors may elect to defer receipt of the underlying Common Stock upon vesting. If the director so elects, the director will not receive voting rights or dividends on the Common Stock until the deferral period expires, which is a date specified by the director or six months after the director’s departure from the Board; provided however, beginning with RSU grants made in fiscal 2023, directors who elect to defer receipt of the underlying Common Stock will receive dividends upon vesting, but will still not receive voting rights until the deferral period expires. At the expiration of the deferral period, the director becomes the owner of the underlying Common Stock.

  30. Election of Directors

    Election of Directors

  31. Director Nominees

    Director Nominees The persons listed in the following table have been nominated by the Board for election as directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. All nominees currently serve as directors. Management has no reason to believe that any of the nominees will be unavailable for election. In the event a nominee is unable to serve on the Board, or will not serve for good cause, the proxy holders will have discretionary authority for the election of any person to the office of such nominee. Alternatively, the Board may elect to reduce the size of the Board. As previously disclosed, Freeman A. Hrabowski III is retiring from the Board at the Annual Meeting, and the Board thanks him for his years of service. The following table shows the names of all nominees, the principal occupation and business experience of each nominee during the last five years, and, as of the Record Date, the amount of Common Stock beneficially owned by each nominee, and the directors and executive officers of McCormick as a group, and the nature of such ownership. Except as shown in the table or footnotes, no nominee or executive officer beneficially owns more than 1% of either class of McCormick Common Stock.

  32. Required Vote of Stockholders

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

  33. Required Vote of Stockholders

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

  34. Director Nominees

    Director Nominees

  35. Director Nominees

    | | | Amount and Nature of Beneficial Ownership(1) | | | Name | Principal Occupation & Business Experience | Common | Common Non-Voting | | Anne L. Bramman | Chief Financial & Growth Officer, Circana, Inc. (2023 to Present); Senior Advisor, Boston Consulting Group (January 2023 to June 2023); Chief Financial Officer, Nordstrom, Inc. (2017 to 2022) | 14,475 | 0 | | | | 12,686(2) | 0(2) | | Michael A. Conway | Group President, International and Channel Development (2021 to present), Executive Vice President & President, International Licensed Markets (2020 to 2021), Executive Vice President & President, Canada (2018 to 2020), President, Licensed Stores, U.S. and Latin America (2016 to 2018), Starbucks Corporation | 34,810 | 0 | | | | 20,779(2) | 0(2) | | Brendan M. Foley | President and Chief Executive Officer (September 2023 to present), Chief Operating Officer and President (2022 to 2023), President, Global Consumer, Americas & Asia (2020 to 2022), President, Global Consumer and Americas (2017 to 2020). McCormick & Company, Incorporated | 493,831 | 1,128 | | | | 395,168(2) | 0(2) | | | | 2.9% | | | Lawrence E. Kurzius | Executive Chairman (September 2023 to present), Chairman & CEO (2022 to 2023), Chairman, President & CEO (2017 to 2022), McCormick & Company, Incorporated | 2,306,935 | 0 | | | | 1,911,231(2) | 0(2) | | | | 12.3% | | | Patricia Little | Retired Executive (2019 to present); Senior Vice President and Chief Financial Officer, The Hershey Company (2015 to 2019) | 71,072 | 1,191 | | | | 51,580(2) | 0(2) | | Michael D. Mangan | Retired Executive (2010 to present); President, Worldwide Power Tools and Accessories, The Black & Decker Corporation (2008 to 2010) | 91,776 | 4,234 | | | | 52,595(2) | 0(2) | | Maritza G. Montiel | Retired Executive (2014 to present); Deputy Chief Executive Officer & Vice Chairman, Deloitte LLP (2011 to 2014) | 41,934 | 5,000 | | | | 41,934(2) | 0(2) | | Margaret M.V. Preston | Managing Director, Cohen Klingenstein LLC (2021 to present); Retired Executive (2019 to 2021); Managing Director, Private Wealth Management, TD Bank (2014 to 2019) | 156,154 | 12,987 | | | | 46,522(2) | 1,490(2) | | Gary M. Rodkin | Retired Executive (2015 to present); Chief Executive Officer, ConAgra Foods, Inc. (2005 to 2015) | 37,106 | 0 | | | | 27,595(2) | 0(2) | | Jacques Tapiero | Retired Executive (2014 to present); Director, Esteve – Spain (2016 to present); Senior Vice President, Emerging Markets, Eli Lilly and Company (2009 to 2014) | 75,747 | 2,620 | | | | 47,595(2) | 0(2) | | Terry S. Thomas | Chief Growth Officer (September 2023 to present), Flowers Foods, Inc.; Global Chief Customer Officer (Personal Care) (2022 to 2023), Executive Vice President and Chief Customer Officer (2019 to 2022), Senior Vice President, Customer Development (2018 to 2019), Sector Vice President, Customer Development (2013 to 2018), Unilever plc. | 383 0(3) (2) | 0 0(2) | | W. Anthony Vernon | Retired Executive (2015 to present); Senior Advisor and Executive Director (2014 to 2015), Kraft Foods Group, Inc. | 36,526 | 0 | | | | 27,299(2) | 0(2) | | Directors and Executive Officers as a Group (16 persons) | | 4,686,139(4)(5) | 33,492 | | | | 3,638,876(2) | 5,724(2) | | | | 22.9% | |

  36. Director Nominees

    | (1) Includes (i) shares of Common Stock and Common Stock Non-Voting beneficially owned by directors and executive officers alone or jointly with spouses, minor children, and relatives (if any) who have the same home as the director or executive officer; (ii) shares of Common Stock that are beneficially owned by virtue of participation in the McCormick 401(k) Retirement Plan: Mr. Kurzius – 15,029, executive officers as a group – 15,029; and (iii) shares of Common Stock which are beneficially owned by virtue of participation in the Non-Qualified Retirement Savings Plan: Mr. Foley - 7,467; Mr. Kurzius – 30,716; Ms. Preston – 27,478; and Mr. Tapiero – 2,267. | | (2) Number of shares included in the above number which can be acquired within 60 days of the Record Date pursuant to the exercise of stock options and/or the vesting of RSUs and/or shares earned under the LTPP. The amount shown for Mr. Kurzius also includes 128,080 shares of Common Stock held in separate trusts that are each controlled by an independent trustee, which shares Mr. Kurzius could reacquire within 60 days of the Record Date. | | (3) Amount shown reflects shares paid to Mr. Thomas as his first quarterly Board retainer installment payment on January 23, 2024. | | (4) Number of total shares includes those owned by Dr. Hrabowski - Common Stock -179,585 and Common Stock Non-Voting - 5,134, resulting in 1.1% of beneficially owned stock - given he was a director as of the Record Date. | | (5) Number of total shares does not include those awarded to Mr. Thomas on January 23, 2024, as his award occurred after the Record Date. |

  37. Executive Summary

    | • | Annual incentive awards in respect of 2023 performance were earned at 138.2% of target; | | • | Long-Term Performance Plan (LTPP) PSU awards for the period from December 2020 through November 2023 vested, in aggregate, at 150% of target (or 50% of the maximum opportunity), which reflected a downward adjustment in respect of our relative TSR performance; and | | • | Stock options granted since March 2019 are underwater. |

  38. Executive Chairman Compensation

    Executive Chairman Compensation To reflect the requirements of the Company’s leadership transition, the Compensation and Human Capital Committee determined to keep Mr. Kurzius’ compensation unchanged for the remainder of 2023 following his transition to Executive Chairman of the Board on September 1, 2023. For fiscal 2024, the Compensation and Human Capital Committee approved the following compensation package for Mr. Kurzius’ as Executive Chairman. Mr. Kurzius’ base salary remains unchanged. In recognition of the scope and nature of his role, the only variable at-risk compensation Mr. Kurzius will receive is a stock option grant with a face value of $4.75 million, and he will no longer participate in the annual cash incentive plan or receive other incentive equity awards provided to other employees, including the LTPP. The option award was granted December 1, 2023 and will vest in equal tranches on March 27, 2024, 2025 and 2026, subject to accelerated vesting upon Mr. Kurzius’ retirement. Given the date of grant, this award will appear in the compensation tables in fiscal 2024, if applicable. In aggregate this equates to a reduction in Mr. Kurzius’ target direct compensation of 49% for fiscal 2024 relative to his prior compensation as Chairman & Chief Executive Officer in fiscal 2023.

  39. Overview of Our Executive Compensation Program for Fiscal 2023

    Overview of Our Executive Compensation Program for Fiscal 2023 During fiscal 2023, the primary elements of compensation earned by each of our Named Executive Officers were unchanged versus fiscal 2022 and consisted of base salary, an annual incentive cash payment, and annual long-term incentive awards in the form of performance-based equity grants and stock options, collectively referred to as target total compensation. In addition, a limited number of personal benefits, and retirement benefits are provided, with four Named Executive Officers being historic participants in retirement plans frozen in 2017 and 2018 as detailed below. The elements of the Executive Compensation Program described in the table below apply as stated to our US-based executive officers and it is our intent to follow our compensation principles and to provide similar benefits, where available and appropriate, to those executive officers located outside of the United States. During fiscal 2023, Mr. Swift was based in the UK and was therefore subject to country-specific differences in his benefits.

  40. OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM FOR FISCAL 2023

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

  41. Market Data

    Market Data In making decisions, the Compensation and Human Capital Committee references market data for two groups:

  42. Market Data

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

  43. Market Data

    The Compensation and Human Capital Committee believes that it is appropriate to use two separate peer groups. This reflects the reality that there are larger companies against whom we compare performance, but that are too large to be appropriate for compensation comparisons and that there are companies we compete with for talent that are subject to different sub-industry challenges. While the Market Group data gives the Committee insight into the range of compensation in the competitive market and a general understanding of marketplace compensation practices and policies, the Committee does not use Market Group data to “benchmark” to a targeted percentile for total compensation or any specific element of compensation for our executive officers. Companies are reviewed annually for inclusion or removal from the Market and Peer Groups based on their relevance across a set of criteria, with industry relevance and the extent to which we compete for executive talent being the primary drivers for removal or inclusion in these groups. Upon completion of this review, no changes were recommended to the Market and Peer groups for fiscal 2023. The groups approved for fiscal 2023 compensation decisions were as follows:

  44. Market Data

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

  45. Market Data

    | (1) During 2023, Kellogg Company completed the separation of their business into two independently traded companies. Prior to the split, Kellogg Company was included in the Market Group for December 2022 PSU awards and the Peer Group used to inform fiscal 2023 compensation decisions. Further discussion related to the impact for inflight PSUs is provided in the long-term incentive section below. |

  46. Market Data

    At the time of approval, McCormick was ranked at the 39th percentile on revenue, the 60th percentile on market capitalization, and the 58th percentile on headcount relative to the Market Group.

  47. Elements of Executive Compensation

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

  48. Annual Performance-Based Incentive Compensation

    Annual Performance-Based Incentive Compensation Target annual incentive award values are established annually for the CEO and other Named Executive Officers, and considered as part of the Compensation and Human Capital Committee’s annual review of total target compensation. Mr. Foley’s target opportunity was increased during fiscal 2023, associated with his appointment to the role of President and Chief Executive Officer.

  49. Annual Performance-Based Incentive Compensation

    | Name | Target Annual Incentive Opportunity (% of Salary) | Prior Target Annual Incentive Opportunity (% of Salary) | | Brendan M. Foley(1) | 150% | 120% | | Lawrence E. Kurzius | 150% | 150% | | Michael R. Smith | 100% | 100% | | Sarah J. Piper | 70% | | | Jeffery D. Schwartz | 85% | 85% | | Malcolm Swift | 100% | 100% |

  50. Annual Performance-Based Incentive Compensation

    | (1) Mr. Foley’s fiscal 2023 Target Annual Incentive Opportunity is prorated due to his appointment to the role of President and CEO, effective September 1, 2023, with 120% applied to the first nine months of the fiscal year, and 150% applied to the remaining three months, for a total Target Annual Incentive Opportunity of 129% of his prorated salary. |

  51. Annual Performance-Based Incentive Compensation

    As in prior years, for fiscal 2023 the performance metrics approved reflect the role and responsibilities of each executive officer.

  52. Annual Performance-Based Incentive Compensation

    | Named Executive Officer Population | Named Executive Officers | Fiscal 2023 Performance Factors and Weightings | | Enterprise responsibility | Brendan M. Foley Lawrence E. Kurzius Michael R. Smith Sarah J. Piper Jeffery D. Schwartz Malcolm Swift | 70% Adjusted EPS* 24% Global McCormick Profit 6% Global Net Sales |

  53. Annual Performance-Based Incentive Compensation

    | * The Compensation and Human Capital Committee approved the definition of “Adjusted EPS” for fiscal 2023, which is EPS for the year, adjusted to exclude the impact of special charges, and foreign exchange rates. This definition is the same as “Adjusted EPS” as reported in our Form 10-K for the 2023 fiscal year, except that the formulation of “Adjusted EPS” used by the Compensation and Human Capital Committee was determined on a constant currency basis, while the formulation used in the Form 10-K for the 2023 fiscal year was determined on a reported currency basis. As a result, Adjusted EPS growth as used by the Compensation and Human Capital Committee was higher by approximately 1.1% than Adjusted EPS growth as reported in our Form 10-K. The Committee made these adjustments for compensation purposes as it does not want employees to benefit from or be penalized for factors outside of their control. |

  54. Annual Performance-Based Incentive Compensation

    Performance goals for our annual incentive program were approved by the Compensation and Human Capital Committee based on its analysis of the performance observed in and expected of companies in our Peer Group, because they are the companies against which we assess our financial results, with whom we compete for equity investors and whom we want to outperform. The Committee additionally takes account of McCormick’s own growth, prior year performance, commitments to the market and strategic priorities. In evaluating the difficulty of achieving the performance goals for the Company’s annual incentive program, including EPS, McCormick Profit (which is operating profit adjusted by a charge for working capital), and net sales, the Committee considers both the historic performance of the Company and its business units and the overall performance goals established by the CEO for the upcoming fiscal year. This evaluation is conducted with a view to driving stockholder value, paying our Named Executive Officers competitively, and rewarding superior financial performance. The measure of the difficulty of achieving annual incentive plan is illustrated by the fact that the targets have not been uniformly achieved, including in fiscal 2022 when the annual incentive program for the named executive officers paid out at only 6% to 9% of target. The following table summarizes the fiscal 2023 Adjusted EPS goals approved by the Compensation and Human Capital Committee. The Committee concluded that the threshold performance requirement would equate to delivering EPS consistent with the prior fiscal year, adjusted as noted above. The Committee set the maximum performance requirement that would earn 200% of a Named Executive Officer’s target opportunity at growth of 10.48%, anticipating that this would place McCormick among the highest performers in its Peer Group. Actual Adjusted EPS growth for the year equated to 8.1% which resulted in a payout of 154% of target for this portion of the annual incentive.

  55. Annual Performance-Based Incentive Compensation

    | | Adjusted EPS Metric | Payout | | Threshold | Equal to prior year | 30% | | Target | +5.24% | 100% | | Maximum | +10.48% | 200% | | Fiscal 2023 Actual | +8.06% | 154% |

  56. Annual Performance-Based Incentive Compensation

    The other performance goals, while quantifiable, are confidential commercial or financial information, the disclosure of which would cause competitive harm to the Company. The Committee considered the ability to meet or exceed these goals to be at least as difficult as the Adjusted EPS requirements. The Compensation and Human Capital Committee determined the actual fiscal 2023 annual incentive for each Named Executive Officer using the factors set forth in the following table: (i) the performance metric and respective weight allocated to each metric, as applicable; and (ii) the target annual incentive potential, as a percentage of base salary.

  57. Annual Performance-Based Incentive Compensation

    | Name | Performance Metric | Target Annual Incentive as a % of Base Salary | Payout Factor % | Actual Annual Incentive as a % of Base Salary* | Prior Year Actual Annual Incentive as a % of Base Salary | | | | A | B | C | D | | Brendan M. Foley | 70% - Adjusted EPS Growth 24% - Global McCormick Profit 6% - Global Net Sales | 129% | 138% | 178% | 11% | | Lawrence E. Kurzius | 70% - Adjusted EPS Growth 24% - Global McCormick Profit 6% - Global Net Sales | 150% | 138% | 207% | 9% | | Michael R. Smith | 70% - Adjusted EPS Growth 24% - Global McCormick Profit 6% - Global Net Sales | 100% | 138% | 138% | 6% | | Sarah J. Piper | 70% - Adjusted EPS Growth 24% - Global McCormick Profit 6% - Global Net Sales | 70% | 138% | 97% | | | Jeffery D. Schwartz | 70% - Adjusted EPS Growth 24% - Global McCormick Profit 6% - Global Net Sales | 85% | 138% | 117% | 5% | | Malcolm Swift | 70% - Adjusted EPS Growth 24% - Global McCormick Profit 6% - Global Net Sales | 100% | 138% | 138% | 9% |

  58. Annual Performance-Based Incentive Compensation

    | * The fiscal 2023 annual incentive as a percentage of base salary for each Named Executive Officer is determined by multiplying column “A” times column “B” to produce the result in column “C.” The resulting annual incentive amount is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below. |

  59. Long-Term Incentives

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

  60. Performance Stock Units

    Performance Stock Units A limited number of executives, including the Named Executive Officers, who are in positions to significantly impact the achievement of key corporate objectives and who provide the long-term strategic leadership necessary to accomplish those objectives, participate in the Company’s three-year LTPP. LTPP awards are issued in PSUs and can be earned and vest contingent on the achievement of three-year performance goals, which under all currently open three-year cycles, relate to (1) cumulative sales growth, and (2) McCormick’s TSR relative to the TSR generated by our Peer Group companies. Cumulative sales growth is considered an appropriate metric given it is central to our growth strategy. Relative TSR growth is considered an appropriate metric because it is a clear and objective measurement of return for our stockholders, and its inclusion as a performance indicator ensures that the interests of plan participants remain aligned with those of our investors. Separate performance goals for cumulative sales growth and relative TSR are established for each cycle. Relative TSR acts as a modifier to cumulative sales growth acting as a means to validate that the outcome is directionally aligned with our returns to stockholders. We establish our cumulative sales growth and relative TSR modifier goals to instill in our executive officers an incentive to generate financial growth for McCormick that is competitive with growth rates exhibited by the highest performing companies among our Peer Group. The LTPP program plays an important role in aligning the compensation of executives with key financial accomplishments, which the Compensation and Human Capital Committee believes drives stockholder value over the long-term and are therefore important indicators of the performance of our top executives. The three-year performance time frame and metrics for this plan complement the annual earnings and profit performance focus provided by the annual incentive program and the longer-term focus provided by stock options. Throughout fiscal 2023, there were three active award cycles in this program, one of which ended on November 30, 2023. They are:

  61. Performance Stock Units

    | • | December 1, 2020 – November 30, 2023 (fiscal 2021-2023) – just completed | | • | December 1, 2021 – November 30, 2024 (fiscal 2022-2024) – active cycle | | • | December 1, 2022 – November 30, 2025 (fiscal 2023-2025) – active cycle |

  62. Performance Stock Units

    Following the completion of Kellogg Company’s separation into two independently traded businesses, the Compensation and Human Capital Committee reviewed the continued inclusion of Kellogg as a relative TSR peer for PSU purposes with reference to typical market practices in similar situations, the plan administrative guidelines and the advice of its independent outside consultant. Given the continued relevance of Kellanova as a peer company, the Committee resolved that it was appropriate to retain Kellogg Company through to the date of separation, and then consider Kellanova performance from that point forward. While it did not influence the Committee’s decision, this approach had no impact on the performance outcome for the cycle concluding its performance period on November 30, 2023. In respect of the fiscal 2023 award, the Compensation and Human Capital Committee approved a payment of 150%, based on the cumulative net sales growth of 16.6% (8.6 percentage points above the maximum performance goal of 8%), and McCormick’s three-year TSR ranking at the 15th percentile relative to our Peer Group (resulting in a downward modifier of 0.75).

  63. Performance Stock Units

    | | FY2021–2023 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Two Positions | = | 0.50 | | Threshold | 0.0% | 25th Percentile | = | 0.75 | | Maximum | 8.0% | 75th Percentile and above | = | 1.25 | | | | Top Two Positions | = | 1.50 | | The performance goals for the other active cycles are as follows: | | | | | | | FY2022–2024 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Three Positions | = | 0.50 | | Threshold | 1.0% | 25th Percentile | = | 0.75 | | Maximum | 13.0% | 75th Percentile and above | = | 1.25 | | | | Top Three Positions | = | 1.50 | | | FY2023–2025 Performance Period | | | | | | Sales Growth | Relative TSR | | Relative TSR Modifier | | | | Bottom Three Positions | = | 0.50 | | Threshold | 3.0% | 25th Percentile | = | 0.75 | | Maximum | 15.0% | 75th Percentile and above | = | 1.25 | | | | Top Three Positions | = | 1.50 |

  64. Performance Stock Units

    If earned, the stock award under the remaining active cycles will be paid no later than the end of February 2025 and February 2026, respectively. As required by SEC rules, the shares that may be paid, if earned, for fiscal 2022-2024 cycle and the fiscal 2023-2025 cycle are reflected in the Stock Awards column of the Summary Compensation Table for years 2022 and 2023, respectively, even though they would not be paid, if at all, until the end of the cycle. To set appropriately challenging cumulative net sales goals for the LTPP, the Compensation and Human Capital Committee looks externally to Peer Group goals and achievement levels, as well as internally at McCormick’s past performance and long-range plans. To earn a maximum payout in respect of this measure requires performance that exceeds the forecast for the Peer Group. Combining this with relative TSR provides balancing perspectives of performance that often yield different outcomes as summarized below for the prior three cycles:

  65. Performance Stock Units

    | | Earned Achievement Percent | | | Performance Cycle | Sales Growth | Relative TSR | | FY19-21 | 200% | 100% | | FY20-22 | 200% | 75% | | FY21-23 | 200% | 75% |

  66. Stock Options

    Stock Options Stock option awards are granted at the meeting of the Board of Directors that is held on the same day as our annual stockholders’ meeting. We determined the number of stock options in 2023 to grant by dividing the award cash value by the grant date fair value. The resulting number of options was rounded up to the nearest whole number. The strike price of stock options is equal to the higher of the closing prices of McCormick Common Stock and Common Stock Non-Voting on the date of grant. This methodology is evaluated annually. The target value of long-term incentive awards is determined annually. In approving long-term incentive award values, the Committee considers compensation data and positioning for comparable roles against our Market Group along with individual and company performance. While stock options are not considered performance-based, the Compensation and Human Capital Committee believes they provide strong alignment between pay and performance given the requirement for stock price appreciation.

  67. Special Equity Awards

    Special Equity Awards On November 28, 2023, the Compensation and Human Capital Committee and independent members of the full Board collectively approved a special equity award in the form of time-based stock options to our Chief Financial Officer, Mr. Smith. The objective of this special award is to recognize strong performance and retain a tenured leader throughout a time of significant transition. The award was issued on December 1, 2023 with a grant date fair value of approximately $1.0 million, and will be reported in the compensation tables for fiscal 2024, if applicable. This award recognizes his strong performance, and provides an additional retention incentive. The independent members of the Board believe that Mr. Smith’s continued leadership is essential to the successful execution of McCormick’s long-term growth strategy and executive succession.

  68. McCormick Value Creation Acceleration Program

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

  69. Severance Benefits

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

  70. Performance-Based Compensation and Risk

    | • | The balance of performance and the quality and sustainability of performance; | | • | The mix between annual and long-term incentives; | | • | The relationship between performance criteria for annual and long-term incentive awards; | | • | Competitive practices; | | • | Share retention requirements; | | • | Service period requirements for certain equity awards; and | | • | Clawback provisions. |

  71. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned during the applicable fiscal year by individuals serving as our CEO and CFO during fiscal 2023, and each of the other three most highly compensated executive officers of McCormick who were executive officers as of the end of fiscal 2023.

  72. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brendan M. Foley President and Chief Executive Officer | 2023 | 953,558 | 1,200,028 | 1,200,010 | 1,720,590 | — | 138,988 | 5,213,172 | | | 2022 | 851,827 | 1,000,067 | 1,000,020 | 99,679 | — | 203,010 | 3,154,602 | | | 2021 | 789,615 | 950,040 | 950,001 | 991,164 | — | 232,212 | 3,913,033 | | Lawrence E. Kurzius Executive Chairman | 2023 | 1,250,000 | 4,300,085 | 4,300,015 | 2,591,250 | — | 160,784 | 12,602,133 | | | 2022 | 1,250,000 | 4,300,055 | 4,300,024 | 103,292 | — | 472,664 | 10,426,035 | | | 2021 | 1,250,000 | 4,050,045 | 4,050,014 | 2,751,229 | — | 617,368 | 12,718,656 | | Michael R. Smith Executive Vice President and Chief Financial Officer | 2023 | 768,846 | 1,200,028 | 1,200,010 | 1,071,050 | — | 117,960 | 4,357,893 | | | 2022 | 741,346 | 1,150,047 | 1,150,018 | 41,317 | — | 197,986 | 3,280,713 | | | 2021 | 709,423 | 1,100,008 | 1,100,003 | 1,063,808 | — | 210,306 | 4,183,548 | | Sarah J. Piper(5) Chief Human Relations Officer | 2023 | 473,308 | 375,062 | 375,003 | 459,515 | — | 93,992 | 1,776,880 | | Jeffery D. Schwartz Vice President, General Counsel and Secretary | 2023 | 642,692 | 850,027 | 850,007 | 763,555 | — | 93,382 | 3,199,663 | | | 2022 | 623,077 | 800,036 | 800,007 | 29,500 | — | 150,301 | 2,402,921 | | | 2021 | 592,692 | 750,022 | 750,006 | 760,806 | — | 147,921 | 3,001,448 | | Malcolm Swift(6) Executive Vice President, Global Flavor Solutions and Chief Administrative Officer | 2023 | 696,893 | 850,027 | 850,007 | 995,113 | — | 86,829 | 3,478,868 | | | 2022 | 614,958 | 800,036 | 800,007 | 55,799 | — | 79,421 | 2,350,221 | | | 2021 | 655,392 | 750,022 | 750,006 | 1,203,399 | 71,715 | 90,183 | 3,520,717 |

  73. Summary Compensation Table

    | (1) The Salary and Non-Equity Incentive Plan Compensation columns include amounts deferred at the election of the Named Executive Officer. For more information on the amount of cash compensation deferred for each Named Executive Officer during fiscal 2023, see the “Non-Qualified Deferred Compensation Table” below. | | (2) We are required to report the equity awards made under the LTPP at the beginning of the three-year LTPP cycle, even though it will not be paid (if at all) until the end of the cycle. The amounts shown assume performance at target. The equity awards are paid only if performance conditions are met, and the final payment amount will range from 0% to 300% of the stated target. Refer to the “Grants of Plan-Based Awards” table below for the threshold, target, and maximum amounts that can be earned. Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the equity component of the FY2021-FY2023, FY2022-FY2024 and FY2023-FY2025 LTPP cycles. For a discussion of the assumptions used in determining these values, see Note 12 to our 2023 financial statements. | | (3) Amounts represent the actuarial change in the present value of the Named Executive Officer’s benefit under our defined benefit pension plan and SERP. While these amounts appear as a lump sum, the normal form of payment is an annuity and the plan does not currently allow a lump sum payment for these benefits. The pension number reported is an accounting value and was not realized by the Named Executive Officer during the relevant year. Mr. Foley is not eligible for the Pension Plan or SERP. The total pension value changes for the Named Executive Offer’s benefits under the defined benefit pension plan and SERP were negative for 2023: for Mr. Kurzius ($260,883), for Mr. Smith ($40,350), for Ms. Piper ($4,409), for Mr. Schwartz ($8,068), and for Mr. Swift ($0). |

  74. Summary Compensation Table

    | (4) Amounts shown for fiscal 2023 are made up of the following: |

  75. Summary Compensation Table

    | Name | Executive Auto Allowance | Executive Benefit Allowance | Executive Financial Counseling Program | Excess Liability Policy (Annual Premiums) | Employer Matching Funds under McCormick 401(k) Plan | Company Contributions to Deferred Compensation Accounts* | Profit Sharing | Cash in Lieu of Pension** | | Brendan M. Foley | $22,000 | $17,000 | $15,122 | $607 | $16,500 | $36,162 | $31,597 | — | | Lawrence E. Kurzius | $22,000 | $17,000 | $12,913 | $607 | $16,500 | $51,165 | $40,599 | — | | Michael R. Smith | $22,000 | $17,000 | $13,778 | $607 | $16,500 | $23,859 | $24,215 | — | | Sarah J. Piper | $21,154 | $16,346 | $13,232 | $607 | $16,500 | $10,158 | $15,995 | — | | Jeffery D. Schwartz | $22,000 | $17,000 | $0 | $607 | $16,500 | $17,110 | $20,166 | — | | Malcolm Swift | $18,317 | $22,739 | $0 | $0 | $0 | $0 | $0 | $45,774 |

  76. Summary Compensation Table

    | * See discussion below under “Non-Qualified Deferred Compensation.” | | ** Amount shown for Mr. Swift reflects a cash allowance in the amount of £3,020 per month, which began in April 2016 and continued on a monthly basis through fiscal 2023 (converted to U.S. dollars of $45,774 for fiscal 2023, see footnote (5) below). This allowance was provided due to legislative changes to UK pension laws in 2016 that resulted in limitations of accrued pension benefits for both the annual and lifetime allowances for many highly-compensated participants. As a result, Mr. Swift elected to withdraw from the UK Pension Plan in April 2016. Consistent with UK market practice and in order to continue to provide him with a competitive level of benefit (since he no longer accrues retirement benefits in the McCormick Plans), Mr. Swift was provided this cash allowance. |

  77. Summary Compensation Table

    | (5) Ms. Piper’s compensation information is not included for fiscal years 2022 and 2021 because she was not a Named Executive Officer (or Section 16 officer) until fiscal 2023. | | (6) Mr. Swift retired effective November 30, 2023. Mr. Swift was located in the U.K., and, while the amounts shown in the table and accompanying footnotes are expressed in U.S. dollars, certain components of his compensation were paid in British pounds. These components were converted to U.S. dollars using the exchange rate of 1.26325 as of November 30, 2023, the last business day of the Company’s fiscal year. |

  78. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the grants of plan-based awards by McCormick during fiscal 2023.

  79. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price of | Grant Date Fair Value of Stock and | | Name | Grant Date | Threshold ($)(3) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(4) | Maximum (#) | Stock or Units (#) | Underlying Options (#)(4) | Option Awards ($/Sh)(5) | Option Awards ($) | | Brendan M. Foley | — | 373,500(1) | 1,245,000(1) | 2,490,000(1) | — | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | 3,544(2)(3) | 14,174(3) | 42,522(3) | — | — | — | 1,200,028(6) | | | 3/29/2023 | — | — | — | — | — | — | — | 62,016 | 81.79 | 1,200,010(7) | | Lawrence E. Kurzius | — | 562,500(1) | 1,875,000(1) | 3,750,000(1) | — | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | 12,698(2)(3) | 50,790(3) | 152,370(3) | — | — | — | 4,300,085(6) | | | 3/29/2023 | — | — | — | — | — | — | — | 222,223 | 81.79 | 4,300,015(7) | | Michael R. Smith | — | 232,500(1) | 775,000(1) | 1,550,000(1) | — | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | 3,544(2)(3) | 14,174(3) | 42,522(3) | — | — | — | 1,200,028(6) | | | 3/29/2023 | — | — | — | — | — | — | — | 62,016 | 81.79 | 1,200,010(7) | | Sarah J. Piper | — | 99,750(1) | 332,500(1) | 665,000(1) | — | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | 1,108(2)(3) | 4,430(3) | 13,290(3) | — | — | — | 375,062(6) | | | 3/29/2023 | — | — | — | — | — | — | — | 19,380 | 81.79 | 375,003(7) | | Jeffery D. Schwartz | — | 165,750(1) | 552,500(1) | 1,105,000(1) | — | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | 2,510(2)(3) | 10,040(3) | 30,120(3) | — | — | — | 850,027(6) | | | 3/29/2023 | — | — | — | — | — | — | — | 43,928 | 81.79 | 850,007(7) | | Malcolm Swift | — | 216,016(1) | 720,053(1) | 1,440,105(1) | — | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | 2,510(2)(3) | 10,040(3) | 30,120(3) | — | — | — | 850,027(6) | | | 3/29/2023 | — | — | — | — | — | — | — | 43,928 | 81.79 | 850,007(7) |

  80. Grants of Plan-Based Awards

    | (1) Amounts shown represent the threshold, target and maximum amounts that could have been earned for fiscal 2023 by each Named Executive Officer under our annual performance-based incentive compensation plan. The actual amounts earned by each Named Executive Officer are included in the fiscal 2023 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. | | (2) Amounts shown represent the minimum amounts payable or shares earned if the threshold performance goals are achieved. No payments will be made or shares issued for performance below the threshold level. | | (3) Amounts represent the threshold, target and maximum amount (in shares) that could be earned under the FY2023-FY2025 LTPP cycle. | | (4) Amounts shown include awards of stock options under the 2022 Plan. Stock options granted in 2023 will vest ratably over three years (subject to certain acceleration provisions, as discussed under “Potential Payments upon Termination or Change in Control” below). | | (5) The strike price of the stock options is equal to the higher of the closing prices of McCormick’s Common Stock and Common Stock Non-Voting on the grant date. | | (6) Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 related to the FY2023-FY2025 LTPP cycle based on the target amount payable if the performance conditions are met. For a discussion of the assumptions used in determining these values, see Note 12 to our 2023 financial statements. | | (7) Amounts shown represent the grant date fair value of performance stock options granted for each Named Executive Officer. For a discussion of the assumptions used in determining these values, see Note 12 to our 2023 financial statements. |

  81. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by each Named Executive Officer as of November 30, 2023.

  82. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Strike Price ($) | Option Expiration Date | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Brendan M. Foley | 11/30/20 | | | 78,056(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 28,348(7) | 1,837,801 | | | 03/29/23 | 0 | 62,016 | | 81.79 | 3/29/2033(4) | 12/01/21 | 17,474(8) | 1,132,839 | | | 03/30/22 | 15,056 | 30,112 | | 97.26 | 3/30/2032(5) | | | | | | 03/31/21 | 34,494 | 17,249 | | 89.16 | 3/31/2031(6) | | | | | | 04/01/20 | 32,040 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 29,082 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 34,484 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 68,144 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 57,144 | 0 | | 49.96 | 3/29/2026 | | | | | Lawrence E. Kurzius | 11/30/20 | | | 177,399(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 101,580(7) | 6,585,431 | | | 03/29/23 | 0 | 222,223 | | 81.79 | 3/29/2033(4) | 12/01/21 | 75,132(8) | 4,870,808 | | | 06/30/22 | 5,935 | 11,871 | | 83.25 | 6/30/2032(3) | | | | | | 03/30/22 | 59,456 | 118,912 | | 97.26 | 3/30/2032(5) | | | | | | 03/31/21 | 147,058 | 73,531 | | 89.16 | 3/31/2031(6) | | | | | | 04/01/20 | 120,620 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 109,052 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 128,080 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 255,538 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 200,000 | 0 | | 49.96 | 3/29/2026 | | | | | | 03/25/15 | 80,000 | 0 | | 38.15 | 3/24/2025 | | | | | Michael R. Smith | 11/30/20 | | | 78,056(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 28,348(7) | 1,837,801 | | | 03/29/23 | 0 | 62,016 | | 81.79 | 3/29/2033(4) | 12/01/21 | 20,094(8) | 1,302,694 | | | 03/30/22 | 17,314 | 34,629 | | 97.26 | 3/30/2032(5) | | | | | | 03/31/21 | 39,942 | 19,971 | | 89.16 | 3/31/2031(6) | | | | | | 04/01/20 | 30,156 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 27,264 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 24,632 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 42,590 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 20,000 | 0 | | 49.96 | 3/29/2026 | | | | | Sarah J. Piper | 11/30/20 | | | 5,677(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 8,860(7) | 574,394 | | | 03/29/23 | 0 | 19,380 | | 81.79 | 3/29/2033(4) | 12/01/21 | 1,398(8) | 90,632 | | | 03/30/22 | 903 | 1,808 | | 97.26 | 3/30/2032(5) | 03/30/22 | 424(10) | 27,488 | | | 03/31/21 | 1,452 | 727 | | 89.16 | 3/31/2031(6) | 03/31/21 | 155(11) | 10,049 | | | 04/01/20 | 3,770 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 1,818 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 2,464 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 1,724 | 0 | | 49.03 | 3/28/2027 | | | |

  83. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Strike Price ($) | Option Expiration Date | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Jeffery D. Schwartz | 11/30/20 | | | 53,220(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 20,080(7) | 1,301,786 | | | 03/29/23 | 0 | 43,928 | | 81.79 | 3/29/2033(4) | 12/01/21 | 13,979(8) | 906,259 | | | 03/30/22 | 12,044 | 24,090 | | 97.26 | 3/30/2032(5) | | | | | | 03/31/21 | 27,232 | 13,618 | | 89.16 | 3/31/2031(6) | | | | | | 04/01/20 | 18,848 | 0 | | 69.31 | 4/1/2030 | | | | | | 03/27/19 | 14,542 | 0 | | 73.70 | 3/27/2029 | | | | | | 03/28/18 | 17,242 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 33,552 | 0 | | 49.03 | 3/28/2027 | | | | | | 3/30/2016 | 40,000 | 0 | | 49.96 | 3/29/2026 | | | | | Malcolm Swift | 11/30/20 | | | 53,220(1) | 93.49 | 11/30/2030(2) | 12/01/22 | 20,080(7) | 1,301,786 | | | 03/29/23 | 43,928 | 0 | | 81.79 | 3/29/2033 | 12/01/21 | 13,979(8) | 906,259 | | | 03/30/22 | 36,134 | 0 | | 97.26 | 3/30/2032 | | | | | | 03/31/21 | 40,850 | 0 | | 89.16 | 11/30/2028 | | | | | | 04/01/20 | 24,502 | 0 | | 69.31 | 11/30/2028 | | | | | | 03/27/19 | 21,812 | 0 | | 73.70 | 11/30/2028 | | | | | | 03/28/18 | 24,632 | 0 | | 52.98 | 3/27/2028 | | | | | | 03/29/17 | 56,786 | 0 | | 49.03 | 3/28/2027 | | | | | | 03/30/16 | 57,144 | 0 | | 49.96 | 3/29/2026 | | | |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (1) In accordance with SEC rules, the amounts shown represent the threshold amounts of the equity award under the “VCAP” program because the cumulative performance for fiscal years 2023, 2022, 2021 and 2020 did not exceed the threshold performance condition for the program. See discussion above under “Compensation Discussion and Analysis.” | | (2) Any performance objectives that are not achieved by November 30, 2025, will result in the cancellation of any relevant tranches of the performance stock options. | | (3) The remaining unvested stock options will vest in equal increments on June 30, 2024 and 2025. | | (4) The remaining unvested stock options will vest in equal increments on March 29 of 2023, 2024 and 2025. | | (5) The remaining unvested stock options will vest in equal increments on March 30 of 2024 and 2025. | | (6) The remaining unvested stock options will vest in equal increments on March 31 of 2024. | | (7) In accordance with SEC rules, the amounts shown represent the maximum amounts, as modified by the Relative TSR Modifier, of the equity award under the FY2023-FY2025 LTPP cycle because our fiscal 2023 sales performance exceeds the target performance measure established for this LTPP cycle, while the Relative TSR Modifier did not exceed the target performance measure established for this LTPP cycle for fiscal 2023. | | (8) In accordance with SEC rules, the amounts shown represent the maximum amounts, as modified by the Relative TSR Modifier, of the equity award under the FY2022-FY2024 LTPP cycle because our cumulative sales performance for fiscal years 2023 and 2022 exceeded the target performance measure established for this LTPP cycle, while the Relative TSR Modifier did not exceed the target performance measure established for this LTPP cycle for fiscal years 2023 and 2022 cumulatively. | | (9) In accordance with SEC rules, the amounts shown in the table are based on the closing market price of our Common Stock Non-Voting on November 30, 2023 (the last business day of our fiscal year) of $64.83. | | (10) Ms. Piper was granted 636 RSUs on March 30, 2022, 212 shares of which vested on March 15, 2023 with another 212 shares to vest on March 15, 2024 with the remaining 212 to vest on March 15, 2025. See discussion above under “Compensation Discussion and Analysis.” | | (11) Ms. Piper was granted 463 RSUs on March 31, 2021, 154 shares of which vested on March 15, 2022 and 2023 with the remaining 155 shares to vest on March 15, 2024. |

  85. Option Exercises and Stock Vested in Last Fiscal Year

    Option Exercises and Stock Vested in Last Fiscal Year The following table sets forth equity awards exercised and/or vested during fiscal 2023.

  86. Option Exercises and Stock Vested in Last Fiscal Year

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | Brendan M. Foley | 0 | 0 | 37,465 | 2,828,976 | | Lawrence E. Kurzius | 39,906 | 2,080,499 | 73,393 | 4,813,460 | | Michael R. Smith | 0 | 0 | 19,761 | 1,294,950 | | Sarah J. Piper | 0 | 0 | 1,911 | 128,185 | | Jeffery D. Schwartz | 6,200 | 246,871 | 13,364 | 875,062 | | Malcolm Swift | 0 | 0 | 13,736 | 901,764 |

  87. Option Exercises and Stock Vested in Last Fiscal Year

    | (1) The amounts shown reflect shares that vested for each Named Executive Officer as detailed in the table below, including shares awarded for the awards made under the FY2021-FY2023 LTPP cycle. The amounts shown for the value of these shares are calculated based on the closing market price of our Common Stock Non-Voting on the vesting date of $64.83, which was November 30, 2023 (the last business day of our fiscal year). For the remaining RSUs, the value realized on vesting is calculated based on the closing market price of McCormick Common Stock on the date of vesting, multiplied by the number of vested shares, while the actual value realized by each Named Executive Officer is after payment of related taxes and fees. |

  88. Option Exercises and Stock Vested in Last Fiscal Year

    | | | | RSUs | | | Special Equity Awards | | | | Name | LTPP Cycle FY21-FY23 | LTPP Cycle FY21-FY23 Value at FYE | Shares | Value Realized on Vesting | Actual Value Realized | Shares | Value Realized on Vesting | Actual Value Realized | | Brendan M. Foley | 15,347 | $994,946 | 2,118 | $152,030 | $82,116 | 20,000 | $1,682,000 | $869,594 | | Lawrence E. Kurzius | 65,423 | $4,241,373 | 7,970 | $572,087 | $309,156 | — | — | — | | Michael R. Smith | 17,769 | $1,151,964 | 1,992 | $142,986 | $77,451 | — | — | — | | Sarah J. Piper | 1,293 | $83,825 | 618 | $44,360 | $29,502 | — | — | — | | Jeffery D. Schwartz | 12,116 | $785,480 | 1,248 | $89,581 | $59,721 | — | — | — | | Malcolm Swift | 12,116 | $785,480 | 1,620 | $116,284 | $61,587 | — | — | — |

  89. Pension Plan and Supplemental Executive Retirement Plan

    Pension Plan and Supplemental Executive Retirement Plan McCormick’s U.S. tax-qualified pension plan for employees in the U.S. is a defined benefit, non-contributory plan. Similar to all other participants in the plan, Messrs. Kurzius, Smith, and Schwartz and Ms. Piper are eligible to participate in the plan. Mr. Foley is not eligible for the U.S. plan. Mr. Swift is also not eligible for the U.S. plan, but participated in the UK Pension Plan described below until he elected to withdraw from it in April 2016. The normal retirement age pursuant to the pension plan is 65, however a participant may retire as early as 55 with their benefits reduced 5/12 of 1% per month for each month that the participant is less than age 65. As of November 30, 2023, Mr. Kurzius was eligible for early retirement with reduced benefits. Effective January 1, 2012, the pension plan was closed to new entrants; however, persons who were employees prior to January 1, 2012 continued to accrue benefits under the pension plan in accordance with its existing terms after January 1, 2012. Additionally, on January 3, 2017, a decision was made to freeze the U.S. tax-qualified pension plan effective December 1, 2018, at which point additional benefits ceased to accrue. The plan provides benefits (which are reduced by an amount equal to 50% of the participant’s Social Security benefit for those employees hired before December 1, 2000) based on the participant’s years of service and the highest average compensation over a period of five consecutive years. As defined in the plan, “years of service” means all of the executive’s years of service to McCormick after becoming eligible to enter the plan (generally after one year of employment with McCormick). However, if a participant experiences a total and permanent disability prior to age 65, the participant’s benefit will be based upon the participant’s years of service as if he or she had served to the later of age 65 or five years after the total disability and compensation as of the date of the total and permanent disability. Also as defined in the pension plan, “highest average compensation” means base pay only for employees hired prior to December 1, 2000, and base pay and annual incentive bonus for employees hired on or after December 1, 2000. Mr. Smith was hired prior to December 1, 2000. Messrs. Kurzius and Schwartz and Ms. Piper were hired after December 1, 2000. McCormick’s pension plan for employees based in the U.K. is the UK Pension Plan, which is a defined benefit, contributory plan. The UK Pension Plan was closed in 2003 and all benefits under it were frozen from December 31, 2016. The normal retirement age pursuant to the UK Pension Plan is 65; however, a participant may retire as early as age 55 with a reduction in benefit entitlement based on Actuarial tables. The UK Pension Plan provides benefits based on the participant’s years of service and the final pensionable salary (i.e., base pay less Basic State Pension offset). As defined in the UK Pension Plan, “years of service” means all of the executive’s years of service to McCormick after becoming eligible to enter the UK Pension Plan. Mr. Swift’s inclusion in the UK Pension Plan as an Executive of McCormick UK was requested by the Company and approved by the Trustees of the UK Pension Plan where he remained an active member until he elected to withdraw from it in April 2016. Mr. Kurzius also participates in the senior executive program of the supplemental executive retirement plan (“SERP”), which was adopted in 1979, while Mr. Smith participates in the executive program of the SERP. As noted above, the Compensation and Human Capital Committee closed the senior executive SERP program to new entrants and, on January 3, 2017, a decision was made to freeze the SERP effective February 1, 2017, for all participants, at which point additional benefits ceased to accrue for participants in the SERP, including the above Named Executive Officers. The SERP provided a limited group of senior executives age 50 and older with an inducement to retire before age 65 by providing participating executives with an additional month of service credit for each month of service in the SERP between ages 55 and 60. For participants hired prior to December 1, 2000, the SERP includes a significant portion of the executives’ annual bonuses in the calculation of pension benefits. Specifically, the calculation of average monthly earnings includes 90% of 1/12 of the average of the five highest annual bonuses payable for any five of the ten calendar years immediately preceding termination. For participants hired on or after December 1, 2000, the SERP is calculated by multiplying the benefit amount by a factor based upon the Named Executive Officer’s wage grade at the date of retirement. The following table sets forth the accumulated benefit payable upon retirement to each of the Named Executive Officers pursuant to our defined benefit plans and the SERP.

  90. Pension Plan and Supplemental Executive Retirement Plan

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Brendan M. Foley(3) | Pension Plan | — | — | — | | | SERP | — | — | — | | Lawrence E. Kurzius | Pension Plan | 13 yrs. 10 mos. | 380,595 | 0 | | | SERP | 16 yrs. 1 mo. | 3,129,284 | 0 | | Michael R. Smith | Pension Plan | 26 yrs. 6 mos. | 1,135,462 | 0 | | | SERP | 24 yrs. 8 mos. | 1,357,091 | 0 | | Sarah J. Piper(4) | Pension Plan | 6 yrs. 8 mos. | 47,371 | 0 | | | SERP | — | — | — | | Jeffery D. Schwartz(4) | Pension Plan | 9 yrs. 5 mos. | 144,232 | 0 | | | SERP | — | — | — | | Malcolm Swift(5) | UK Pension Plan | 11 yrs. 1 mo. | 783,215 | 0 |

  91. Pension Plan and Supplemental Executive Retirement Plan

    | (1) Represents the number of years of service credited to the Named Executive Officer under the respective plan, computed as of the same pension plan measurement date used pursuant to our fiscal 2023 financial statements (November 30, 2023). Actual years of service are as follows: Mr. Kurzius – 18 yrs, 11 mos; Mr. Smith – 32 yrs, 6 mos; Mr. Foley – 9 yrs, 6 mos; Ms. Piper - 12 yrs, 8 mos; Mr. Schwartz – 15 yrs, 5 mos; and Mr. Swift – 18 yrs, 11 mos. The difference in Mr. Kurzius’ credited service between the two plans is due to the additional credit provided by the SERP for each month of service in the Plan after age 55. The difference in Mr. Smith’s credited service between the two plans is due to the SERP being frozen as of February 1, 2017. | | (2) Amounts represent the actuarial present value of the Named Executive Officer’s accumulated benefit under each respective plan, computed as of the same pension plan measurement date used pursuant to our fiscal 2023 financial statements. For a discussion of the assumptions used in this valuation, see Note 11 to our fiscal 2023 financial statements. All assumptions are the same for purposes of the above calculation, other than the assumed retirement age is age 62, the earliest age at which the executives may retire with unreduced benefits. | | (3) Mr. Foley is not eligible for the Pension Plan or SERP. | | (4) Ms. Piper and Mr. Schwartz did not meet the requisite criteria for inclusion in the SERP prior to its closing. | | (5) As noted previously, Mr. Swift elected to withdraw from the UK Pension Plan in April 2016. |

  92. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Effective January 1, 2000, McCormick adopted a deferred compensation plan, which was subsequently incorporated into a similar deferred compensation plan effective January 1, 2005 (collectively, the “DCP”), that allowed a limited number of management employees in the U.S., including each of the Named Executive Officers, to defer up to 80% of their base salary and up to 80% of their annual incentive each year. These percentages were chosen to provide maximum deferral flexibility while requiring sufficient non-deferral salary out of which federal withholding and certain other payroll-based items could be funded. McCormick made no contributions to the plan. Effective January 1, 2014, McCormick adopted a Defined Contribution Restoration Plan (“DCRP”), which provided deferred compensation for a select group of management employees (hired on or after January 1, 2012), including eligible Named Executive Officers. The plan restored benefits that would have accrued under the McCormick 401(k) Retirement Plan, but were restricted due to the limits on compensation imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code. Employees were not able to contribute to the DCRP. Annually, the Company made a profit sharing contribution to the participant’s account equal to 3% of eligible compensation in excess of the limits imposed by the Internal Revenue Service. On January 3, 2017, and in connection with the establishment of the Non-Qualified Retirement Savings Plan, a decision was made to freeze the current DCRP effective February 1, 2017. Company contributions to the DCRP vest in increments of 10% per year beginning when the participant reaches age 50 and is fully vested at age 60. Any unvested contributions are forfeited upon separation. If the separation is the result of a change in control, disability, death, constructive discharge or discharge by the Company without cause, the participant’s account balance is deemed to be vested. In most cases, the DCRP vested account balance is paid as a lump sum six months after the participant’s retirement or termination of employment. If the separation is a result of disability, change in control or death, the lump sum is paid upon separation. In light of the aforementioned freezing of the SERP and defined benefit pension plan, on January 3, 2017, McCormick adopted amendments to the DCP establishing a Non-Qualified Retirement Savings Plan (the “NQRSP”), effective February 1, 2017, to provide for additional retirement benefits for certain employees, including the Named Executive Officers. Under the NQRSP, certain management employees in the U.S., including the Named Executive Officers, may defer up to 80% of their total cash compensation (base salary and annual incentive bonus). Employees are permitted to elect separate deferral percentages for the amounts of such compensation up to the annual compensation limit established by the IRS for the 401(k) plan, currently $330,000 for 2023 (the “IRS Limit”) and the amounts of compensation in excess of the IRS Limit. Since 2018, McCormick makes a matching contribution to the deferred compensation account of eligible employees who defer compensation above the IRS Limit up to 4% of such amount for the 2018 calendar year and up to 5% of such amount thereafter. Additionally, employees, including the Named Executive Officers receive an annual contribution by McCormick into their deferred compensation account equal to 3% of the compensation amount in excess of the IRS Limit. In most cases, deferred amounts plus earnings in the NQRSP are paid upon the participant’s retirement or termination of employment. For deferrals made prior to 2005, upon a participant’s termination of employment, the plan balance is paid on a lump-sum basis. Upon retirement, the plan balance is paid in either a lump sum or in 5-, 10-, 15-, or 20-year installments based on the participant’s election made at the time of the deferral. For deferrals made in 2005 and beyond, the plan balance is paid six months following retirement or termination in either a lump sum or in 5-, 10-, 15-, or 20-year installments based on the participant’s election made at the time of the deferral. Account balances under the plan are generally held in a “rabbi” trust and, until distributed to the participants, are available to satisfy the claims of McCormick’s creditors. For all plan participants, including each of the participating Named Executive Officers, the deferred amounts are recorded in a notional deferred compensation account and change in value based upon the gains and losses of benchmark fund alternatives. With limited exceptions, these fund alternatives are the same as those available under the McCormick 401(k) Retirement Plan. Participants may generally elect to change their fund choices at any time (there are certain restrictions applicable to participants who are subject to Section 16 of the Exchange Act). Mr. Swift was not eligible to participate in the NQRSP, and there is no comparable plan in the U.K. The following table sets forth the Named Executive Officers’ contributions, McCormick contributions, account earnings and aggregate balance under the non-qualified deferred compensation plans as of November 30, 2023.

  93. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Brendan M. Foley | 43,394 | 59,590(5) | (81,748) | 0 | 1,176,579 | | Lawrence E. Kurzius | 270,658 | 83,306(6) | 1,145,256 | 0 | 17,077,200 | | Michael R. Smith | 80,718 | 39,126(7) | (51,957) | 0 | 2,922,467 | | Sarah J. Piper | 12,189 | 16,928(8) | (31,285) | 0 | 126,930 | | Jeffery D. Schwartz | 20,532 | 28,172(9) | 62,469 | 0 | 750,286 | | Malcolm Swift(10) | — | — | — | — | — |

  94. Non-Qualified Deferred Compensation

    | (1) Amounts represent deferrals of compensation by each respective Named Executive Officer during fiscal 2023 as follows: Mr. Foley - $43,394 (salary), $0 (non-equity incentive plan compensation); Mr. Kurzius - $250,000 (salary), $20,658 (non-equity incentive plan compensation); Mr. Smith - $76,587 (salary), $4,132 (non-equity incentive plan compensation); Ms. Piper - $12,189 (salary), $0 (non-equity incentive plan compensation); and Mr. Schwartz - $20,532 (salary), $0 (non-equity incentive plan compensation). The salary amounts are included with the “Salary” column of the “Summary Compensation Table” above. The non-equity incentive plan compensation amounts are fiscal 2022 annual incentive compensation that was paid during fiscal 2023 and thus are not included in the Summary Compensation Table for fiscal 2023. The “Executive Contributions in Last Fiscal Year” column does not include executive contributions made in fiscal 2024 relating to non-equity incentive plan compensation earned in fiscal 2023. | | (2) As described above under “Non-Qualified Deferred Compensation,” amounts represent a 3% profit sharing above the IRS Limit and a Non-Qualified Retirement Savings Plan (NQRSP) match contribution. These non-elective contributions were earned in fiscal 2023 and deposited into the Named Executive Officers’ respective NQRSP accounts in January 2024. | | (3) Non-qualified deferred compensation earnings are not above-market or preferential and therefore these amounts are not reported in the “Summary Compensation Table” above. | | (4) Of these amounts, the following deferred amounts (from salary and/or bonus) are included in the Summary Compensation Table above (either as fiscal 2021, 2022 or 2023 compensation) for each Named Executive Officer: Mr. Foley - $249,987; Mr. Kurzius - $2,001,758; Mr. Smith - $455,637; Ms. Piper - $49,621; and Mr. Schwartz - $149,179. | | (5) Mr. Foley amounts represent the following – Company contributions include a match into the Non-Qualified Retirement Savings Plan of $36,162 and a 3% Profit Sharing (above the IRS Limit) estimated at $23,428. Mr. Foley is the only Named Executive Officer eligible for the Defined Contribution Restoration Plan (DCRP), which was frozen as of February 1, 2017. As of November 30, 2023, there was a balance of $50,908 in his DCRP account. | | (6) Mr. Kurzius amounts represent the following - Company contributions include a match into the Non-Qualified Retirement Savings Plan of $51,165, and 3% Profit Sharing (above the IRS Limit) estimated at $32,141. | | (7) Mr. Smith amounts represent the following – Company contributions include a match into the Non-Qualified Retirement Savings Plan of $23,859, and 3% Profit Sharing (above the IRS Limit) estimated at $15,267. | | (8) Ms. Piper amounts represent the following the following - Company contributions include a match into the Non-Qualified Retirement Savings Plan of $10,158 and a 3% Profit Sharing (above the IRS Limit) estimated at $6,770. | | (9) Mr. Schwartz amounts represent the following – Company contributions include a match into the Non-Qualified Retirement Savings Plan of $17,110 and a 3% Profit Sharing (above the IRS Limit) estimated at $11,062. | | (10) Mr. Swift was not eligible to participate in the non-qualified deferred compensation plan, and there are no similar plans in the U.K. |

  95. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Similar to all McCormick employees, upon termination without cause, each Named Executive Officer may be entitled to receive the following payments and benefits:

  96. Potential Payments Upon Termination or Change in Control

    | • | a lump sum payment equal to his or her accrued but unused vacation time; | | • | post-employment health benefits for the remainder of the calendar month of departure and optional benefits payable under the Consolidated Omnibus Benefits Reconciliation Act for up to 18 months following termination; | | • | in the event of a termination of employment due to total and permanent disability, a monthly payment equal to 50% of salary minus 50% of the Social Security payment received, paid in equal monthly installments until the executive attains age 65; and | | • | in the event of death before termination or retirement, a one-time benefit is paid to his or her beneficiary in an amount equal to the executive’s base salary, subject to a limit of $500,000. |

  97. Potential Payments Upon Termination or Change in Control

    In addition, upon termination of employment, including retirement, the applicable Named Executive Officers are entitled to receive their respective balances pursuant to the nonqualified deferred compensation plan, as described above under “Non-Qualified Deferred Compensation.” Additionally, the Company’s executive officers participate in McCormick’s Severance Plan for Executives (the “Severance Plan”). The Severance Plan provides for severance and other benefits to eligible employees under two situations: (i) if they experience an involuntary termination without “cause” or a voluntary termination for “good reason,” each as defined in the Severance Plan; or (ii) in the event of a termination as described above that occurs within six months before a “change in control” or within two years after a “change in control” as defined in the Severance Plan. An eligible employee who experiences such termination and executes (and does not revoke) a general release of claims against the Company will receive the following payments and benefits:

  98. Potential Payments Upon Termination or Change in Control

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

  99. Potential Payments Upon Termination or Change in Control

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

  100. Estimates of Payments Upon Termination or Change in Control

    Estimates of Payments Upon Termination or Change in Control The table below sets forth estimated payment amounts each Named Executive Officer would have received, unless otherwise noted, upon death, total and permanent disability, retirement, involuntary termination without cause, or change in control, assuming a triggering event on November 30, 2023. For purposes of the estimated amounts below, we have assumed that the price per share of our Common Stock was 64.83, the closing market price of our Common Stock Non-Voting on November 30, 2023 (the last business day of our fiscal year). The value associated with options is $0 because the strike price of previously granted options is higher than the closing market price of our Common Stock Non-Voting on November 30, 2023. The equity mix for our NEOs changed in 2021, so there are no associated awards in scope. In addition, we have not included each applicable Named Executive Officer’s award under the annual performance-based incentive compensation program, or their respective balances of their non-qualified deferred compensation accounts, as these amounts are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table,” and the “Aggregate Balance at Last FYE” column of the “Non-Qualified Deferred Compensation” table, above.

  101. Estimates of Payments Upon Termination or Change in Control

    | Potential Payments Upon Termination or Change in Control (“CIC”)($) | Brendan M. Foley | Lawrence E. Kurzius | Michael R. Smith | Sarah J. Piper | Jeffery D. Schwartz | | Cash Severance Payment: | | | | | | | Involuntary Termination Without Cause(1) | 5,775,000 | 5,000,000 | 2,325,000 | 1,140,000 | 1,755,000 | | CIC(2) | 8,525,000 | 8,125,000 | 3,875,000 | 1,947,500 | 2,957,500 | | Long-Term Performance Plan: | | | | | | | FY2022-2024 Performance Period | | | | | | | Retirement/Death/Disability/Involuntary | | | | | | | Termination Without Cause(3) | 666,667 | 2,866,667 | 766,667 | 53,333 | 533,333 | | CIC(4) | 1,000,000 | 4,300,000 | 1,150,000 | 80,000 | 800,000 | | FY2023-2025 Performance Period | | | | | | | Retirement/Death/Disability/Involuntary | | | | | | | Termination Without Cause(3) | 400,000 | 1,433,333 | 400,000 | 125,000 | 283,333 | | CIC(4) | 1,200,000 | 4,300,000 | 1,200,000 | 375,000 | 850,000 | | Equity Awards: | | | | | | | Accelerated Stock Options | | | | | | | Death/Disability/CIC(5) | 0 | 0 | 0 | 0 | 0 | | Retirement/Involuntary Termination Without Cause(6) | 0 | 0 | 0 | 0 | 0 | | Accelerated RSUs | | | | | | | Retirement(7) | 0 | 0 | 0 | 0 | 0 | | Death/Disability/CIC(7) | 0 | 0 | 0 | 37,537 | 0 | | Involuntary Termination Without Cause(8) | 0 | 0 | 0 | 14,187 | 0 | | Pension Plan Payment(9) | | | | | | | Retirement/Involuntary Termination/CIC | 0 | 380,595 | 1,206,018 | 47,371 | 144,232 | | Disability | 0 | 308,167 | 736,801 | 42,755 | 118,660 | | Death | 0 | 178,995 | 591,447 | 19,216 | 73,012 | | SERP Payment(10) | | | | | | | Retirement/Involuntary Termination | 0 | 3,129,284 | 1,440,846 | 0 | 0 | | CIC | 0 | 3,136,016 | 1,442,275 | 0 | 0 | | Disability | 0 | 2,534,528 | 1,168,660 | 0 | 0 | | Death | 0 | 1,473,229 | 706,700 | 0 | 0 | | Disability Benefits(11) | 364,951 | 439,951 | 202,451 | 52,451 | 139,951 |

  102. Estimates of Payments Upon Termination or Change in Control

    | (1) These amounts represent the cash severance payment that would be received if involuntary termination without cause occurred on November 30, 2023. | | (2) These amounts represent the cash severance payment that would be received if a change in control termination occurred on November 30, 2023. | | (3) These amounts represent target awards for the FY2022-2024 and FY2023-2025 performance cycles, adjusted pro rata based on service through November 30, 2023. The LTPP provides that these amounts would be further adjusted (0-300%) based on McCormick’s performance. | | (4) These amounts represent target awards for the FY2022-2024 and FY2023-2025 performance cycles, paid at target, if a change in control termination occurred on November 30, 2023. |

  103. Estimates of Payments Upon Termination or Change in Control

    | (5) These amounts represent the potential gain on all options that would become exercisable if a triggering event occurred on November 30, 2023. The amounts are calculated by taking the closing price on November 30, 2023, less the strike price, times the number of unexercisable in-the-money options as of November 30, 2023. | | (6) These amounts represent the potential gain on options that would become exercisable during the severance period if a triggering event occurred on November 30, 2023. The severance period is defined as 18 months for the CEO and 12 months for all others. The amounts are calculated by taking the closing price on November 30, 2023, less the strike price, times the number of unexercisable in-the-money options that would have vested within the severance period as described above. | | (7) These amounts represent the potential earnings on all RSUs that would vest if a triggering event occurred on November 30, 2023. The amounts are calculated by taking the closing price on November 30, 2023 times the number of vested RSUs as of November 30, 2023. | | (8) These amounts represent the potential earnings on RSUs that would vest during the period from grant date to the qualifying separation date if a triggering event occurred on November 30, 2023, expressed as a proportion of each vesting period. | | (9) Present value of benefits payable immediately if triggering event occurred on November 30, 2023. The amounts are calculated based on the 2023 FAS disclosure discount rate of 5.45%, the Generational MILES (Mercer Industry Longevity Experience Study) white collar mortality table for the Consumer Goods and Food & Drink industry for healthy mortality with mortality improvement scale based on the Social Security Administration’s expectations of future mortality improvement. For disability benefits, the RP-2014 generational sex distinct disabled mortality tables with adjustments to remove projections after 2006 (the central year of the mortality table) and the same mortality improvement scale referenced above for healthy participants was used. Because the Change in Control benefits payable from the SERP are payable as a lump sum, post-retirement mortality for those benefits was based on 417(e) unisex mortality, which was also used for the portion of the Pension Plan benefit assumed to be paid as a lump sum. See the narrative to the “Retirement Benefits” table above for a discussion of the payment formulae upon the various termination events. The mortality assumptions used for the Pension Plan are consistent with those used for financial disclosure purposes with the exception that the “no collar” version of the MILES table was used for financial disclosure purposes for the entire Pension Plan population. The “white collar” version of this table was used for the SERP in order to better reflect the expected longevity of the executive population, and therefore this table was also used to measure the Pension Plan Liabilities for the executives to provide consistent values (and expected longevity) for executives with both Pension Plan and SERP benefits. | | (10) Present value of benefits payable immediately if triggering event occurred on November 30, 2023. The amounts are calculated based on the 2023 FAS disclosure discount rate of 5.41%, the Generational MILES (Mercer Industry Longevity Experience Study) white collar mortality table for the Consumer Goods and Food & Drink industry for healthy mortality with mortality improvement scale based on the Social Security Administration’s expectations of future mortality improvement. For disability benefits, the RP-2014 generational sex distinct disabled mortality tables with adjustments to remove projections after 2006 (the central year of the mortality table) and the same mortality improvement scale referenced above for healthy participants was used. Because the Change in Control benefits payable from the SERP are payable as a lump sum, post-retirement mortality for those benefits was based on 417(e) unisex mortality, which was also used for the portion of the Pension Plan benefit assumed to be paid as a lump sum. See the narrative to the “Retirement Benefits” table above for a discussion of the payment formulae upon the various termination events. The mortality assumptions used for the SERP are consistent with those used for financial disclosure purposes. | | (11) The amount shown is an estimated annual benefit paid to the Named Executive Officer in the event that he becomes totally and permanently disabled. The amounts are calculated on the amount in excess of the IRS Limit. The amounts set forth in the table above assume the executives’ current base salary and one-half of the maximum Social Security offset, as applicable. |

  104. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with SEC rules, companies are required to disclose the ratio of the annual total compensation of their CEO to the median of the annual total compensation of their other employees. The annual total compensation of our median employee (other than the CEO) for 2023 was $40,141. For purposes of this calculation, Mr. Foley’s annualized estimated compensation as a result of his appointment to President and CEO was $11,019,321 for 2023. As a result, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 275 to 1 for fiscal 2023. In order to calculate the CEO’s annual total compensation for 2023, the following methodology was used: Effective September 1, 2023 Mr. Foley was appointed President and CEO, and he received an increase in salary to $1.10 million. We annualized Mr. Foley’s total compensation for fiscal 2023 to reflect his annual compensation as if he was CEO for all of fiscal 2023, in accordance with the same categories and based upon the same principles used to calculate the Summary Compensation Table. For purposes of this calculation, had Mr. Foley been CEO for all of fiscal 2023, we have estimated his LTPP equity award to be $3,750,023, his estimated option award to be $3,750,011, his estimated non-equity incentive plan compensation to be $2,280,300 and all other compensation to be $138,988, consistent with Footnote 4 in the Summary Compensation Table. Given our geographic footprint outside of the United States, the table below also includes the ratio based on a median employee identified from our U.S. employee population only. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the annual compensation of our median employee is as follows:

  105. CEO Pay Ratio Disclosure

    | Median Employee Globally | 275:1 | | Median Employee in the United States | 158:1 |

  106. CEO Pay Ratio Disclosure

    In order to identify the median employee, the following methodology was used: As of September 1, 2021, we collected data for all full- and part-time employees globally using total cash compensation as our consistently applied compensation measure. Pay was annualized for employees hired during the period and international employee pay was converted to U.S. dollars using the applicable exchange rates as of September 1, 2021. We believe there has been no change to our employee population and compensation arrangements, or the circumstances of the median employee used in fiscal 2021 that we believe would result in a significant change to our pay ratio disclosure. Accordingly, as permitted under SEC rules, we are utilizing the same median employee for the pay ratio for fiscal 2023 by examining the annual total compensation applying updated compensation data for 2023. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described above. It should not be used as a basis for comparison between companies, as geographic footprint and methodology may vary.

  107. Pay Versus Performance

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

  108. Pay Versus Performance

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

  109. Pay Versus Performance

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

  110. Pay Versus Performance

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

  111. Pay Versus Performance

    | (2) Amounts reflect the total compensation reported in the “Total” column of the Summary Compensation Table (“SCT”) for each corresponding year. Amounts presented for Non-PEO NEOs are averages for the entire group in each respective year | | (3) CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the SCT: |

  112. Pay Versus Performance

    | | 2023 | | | 2022 | | 2021 | | | Adjustments | PEO 1 | PEO 2 | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | Summary Compensation Table Total | 12,602,133 | 5,213,172 | 3,203,326 | 10,426,035 | 2,797,114 | 12,718,656 | 3,654,687 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (8,600,100) | (2,400,038) | (1,637,543) | (8,600,079) | (1,875,060) | (8,100,060) | (1,775,028) | | (Minus): Change in Pension Value and Nonqualified Deferred Compensation Earnings | 0 | 0 | 0 | 0 | 0 | 0 | (17,929) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 8,529,636 | 2,380,372 | 1,713,878 | 11,452,002 | 2,471,456 | 10,632,565 | 2,330,001 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (7,061,003) | (2,132,749) | (1,403,651) | (823,463) | (157,121) | (4,595,379) | (1,457,737) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (2,099,461) | (490,628) | (348,688) | 423,734 | 93,663 | 580,837 | 133,892 | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | 0 | 0 | 0 | 0 | 0 | 0 | 0 |

  113. Pay Versus Performance

    | | 2023 | | | 2022 | | 2021 | | | Adjustments | PEO 1 | PEO 2 | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid | 3,371,205 | 2,570,129 | 1,527,322 | 12,878,229 | 3,330,052 | 11,236,619 | 2,867,886 |

  114. Pay Versus Performance

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

  115. Pay Versus Performance

    | | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Restricted Stock Units | | | | | Stock Price | $64.83 - $85.73 | $85.18 - $98.28 | $85.54 - $93.64 | | Performance Stock Units | | | | | Financial Metric Multiplier | 200% | 200% | 200% | | TSR Realized Performance (Percentile) | 29P - 42P | 24P - 42P | 43P - 44P | | Volatility | 24.1% - 25.3% | 21.8% - 26.9% | 15.9% - 29.3% | | Risk-Free Interest Rate | 4.6% - 5.0% | 4.3% - 4.6% | 0.2% - 0.5% | | Stock Options | | | | | Expected Life | 4.0 - 7.8 years | 3.7 - 7.7 years | 2.7 - 7.7 years | | Strike Price | $69.31 - $97.26 | $69.31 - $97.26 | $52.98 - $89.16 | | Volatility | 22.3% - 24.4% | 21.8% - 23.5% | 20.7% - 22.8% | | Dividend Yield | 1.8% - 2.6% | 1.5% - 1.8% | 1.5% - 1.7% | | Risk-Free Interest Rate | 3.4% - 4.3% | 2.3% - 3.7% | 1.3% - 1.6% | | Price-Vested Stock Options | | | | | Expected Life | 3.7 - 4.4 years | 4.2 - 4.7 years | 5.0 - 5.5 years | | Volatility | 24.7% | 23.0% | 21.0% | | Dividend Yield | 2.6% | 1.8% | 1.7% | | Risk-Free Interest Rate | 4.3% - 5.6% | 3.7% - 4.7% | 0.1% - 1.5% |

  116. Pay Versus Performance

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