JM SMUCKER (SJM)
Sector: Consumer Staples
2026 Annual Meeting Analysis
JM SMUCKER · Meeting: August 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Joined in 2023 (within 24 months of meeting date), exempt from TSR trigger; brings relevant consumer goods and retail leadership experience with no overboarding, independence, attendance, or qualification concerns.
Joined in 2023 (within 24 months of meeting date), exempt from TSR trigger; serves as a sitting CEO with one outside public board seat (e.l.f. Beauty), within the policy limit of two, and brings strong consumer goods CEO experience.
Joined in 2020; SJM's 3-year return is -15% but outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold, so no TSR concern; independent director with no overboarding or attendance issues.
Joined in 2026 (well within 24 months), fully exempt from TSR trigger; brings CFO and finance expertise appropriate for audit committee service with no overboarding or independence concerns.
Joined in 2016; SJM's 3-year return outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold; retired CPA with extensive audit and board experience, no overboarding concerns (two outside public boards as a non-executive).
Joined in 2022; SJM's 3-year return outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold; serves as Lead Independent Director with relevant ecommerce and operations experience and no overboarding concerns.
Joined in 2017; SJM's 3-year return outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold; serves as a sitting CEO (Kenvue) with one outside public board seat (Kenvue itself), within the two-board policy limit for sitting CEOs.
Joined in 2026 (well within 24 months), fully exempt from TSR trigger; brings extensive food and consumer goods CEO experience relevant to Smucker's business, with two outside board seats as a non-executive, within the four-board limit.
Joined in 2009 as executive director (CEO); SJM's 3-year return of -15% outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold for a negative absolute TSR company; holds one outside public board seat (Kimberly-Clark) as a sitting CEO, within the two-board policy limit.
Joined in 2020; SJM's 3-year return outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold; retired CFO and CPA who chairs the audit committee with clear financial expertise and no overboarding concerns.
Joined in 2017; SJM's 3-year return outperforms the compensation peer group median by +8.6pp, well inside the 20pp trigger threshold; brings relevant consumer goods COO experience with two outside board seats as a non-executive, within the four-board limit.
All 11 director nominees receive a FOR vote. SJM's 3-year stock return of -15% is negative in absolute terms but outperforms the company-disclosed compensation peer group median by +8.6 percentage points, comfortably below the 20pp underperformance threshold that would trigger an AGAINST vote under the named-peer-group policy. The two directors who joined in 2026 (Chung and Singer) are exempt from the TSR trigger entirely. No director has overboarding, independence, attendance, familial relationship to management (other than Mark Smucker who is the CEO himself, appropriately disclosed as non-independent), or qualification concerns that would warrant an AGAINST vote.
Say on Pay
✓ FORCEO
Mark Smucker
Total Comp
$10,976,383
Prior Support
93%%
CEO Mark Smucker's total compensation of approximately $11.0 million is within a reasonable range for a CEO of a $12 billion consumer staples company, and the program's structure is sound — the proxy discloses that 75% to 88% of named executive officer target pay is variable and tied to performance, well above the 50-60% threshold our policy requires. Critically, the pay-for-performance alignment check passes: the long-term performance stock awards granted in fiscal year 2024 paid out at zero because the company missed both the adjusted earnings per share and return on invested capital thresholds, directly reducing executive take-home pay when shareholders also experienced stock price declines. The company has a meaningful clawback policy, no tax gross-ups, strong stock ownership requirements, and received 93% shareholder support at the prior annual meeting, indicating no unresolved concerns.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
71 yrs
Audit Fees
$4,554,000
Non-Audit Fees
$1,593,000
Ernst & Young has audited Smucker continuously since fiscal year 1955 — a relationship of more than 70 years — which far exceeds the 25-year threshold in our policy that triggers an AGAINST vote due to independence concerns. The non-audit fee ratio is well within acceptable limits (non-audit fees of approximately $1.6 million, which is about 35% of core audit fees of $4.6 million, below the 50% threshold). However, the extraordinary length of this auditor relationship — the longest possible association — raises serious questions about whether the auditor can maintain the independent, skeptical mindset that shareholders need, regardless of the audit committee's stated rationale about deep company knowledge and cost efficiency.
Overall Assessment
The 2026 Smucker annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. We vote FOR all 11 director nominees and FOR the executive compensation program, but AGAINST ratification of Ernst & Young due to an auditor tenure exceeding 70 years — a significant independence concern that the policy requires us to flag regardless of the audit committee's stated justification.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing