Organic net sales growth of 9 percent;

Adjusted earnings per share of $8.92*;

Free cash flow of $717.0 million*; and

Capital returned to shareholders via cash dividends and share repurchases was $797.7 million.

Donated more than $1.5 million to partners including Feeding America, Greater Good – Rescue Bank, United Way, and Red Cross to address the needs of those in the communities where we live and work;

Expanded our support of the Akron Children’s Hospital Reach Out and Read program, offering free books to children during annual well visits;

Launched a cooperative partnership agreement with the Louisiana Minority Business Development Agency Business Center and Southern University to offer workforce training for students while investigating opportunities for minority business development through our coffee operations;

Added 28 organizations to our Company matching gift program, wherein we match our employees’ donations dollar for dollar up to $5,000 annually for Company leadership and Directors and $2,500 annually for other full-time employees;

Introduced updated inclusion, diversity, and equity aspirations to inspire the continued progress of our organization;

Delivered a reduction in greenhouse gas emissions from purchased electricity of 152,902 tonnes (market-based method) compared to our calendar year 2019 baseline – representing a more than 93 percent reduction; and

Named a Green Power Partner by the Environmental Protection Agency in reflection of our work to support a healthier planet.

Win with superior execution;

Improve profitability and cost discipline;

Transform our portfolio;

Do our part through corporate responsibility, sustainability, and inclusion, diversity, and equity; and

Nurture and evolve our culture.

Mark T. Smucker | Chair of the Board, President, and Chief Executive Officer

Please see Appendix A for a reconciliation of financial measures presented under generally accepted accounting principles in the United States (“GAAP”) to non-GAAP financial measures.

       DATE AND TIME       

    Wednesday, August 16, 2023 | 12:00 p.m. Eastern Time

LIVE WEBCAST       

    www.virtualshareholdermeeting.com/SJM2023

1

To elect as Directors the ten nominees named in the proxy statement and recommended by the Board whose term of office will expire in 2024;

2

To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm (the “Independent Auditors”) for the 2024 fiscal year;

3

To approve, on a non-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy materials;

4

To hold an advisory vote on the frequency of holding future advisory votes on executive compensation; and

5

To consider and act upon any other matter that may properly come before the annual meeting.

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     BY MAIL

    Visit www.proxyvote.com

     Complete, sign, date, and return

    and follow instructions

     the enclosed proxy card

    BY TELEPHONE

    LIVE

    Call toll-free (U.S. or Canada)

    By attending the virtual annual meeting

    1-800-690-6903

    and voting

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 16, 2023

A majority of Directors will be independent as required by the rules of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”), and as further set forth in the Guidelines;

All members of the Committees will be independent, and there will be at least three members on each of the Committees;

All members of the Committees and the chairs of the Committees will be appointed by the Board on the recommendation of the Nominating Committee, and the Board intends to rotate the chairs of the Committees every five years;

The independent Directors will meet in executive session on a regular basis in conjunction with regularly scheduled meetings of the Board and the Committees, and such meetings will be chaired by a lead independent director (in such role, the “Lead Independent Director”), who will be selected by the independent Directors with input from the Chair of the Board;

The Lead Independent Director will coordinate the activities of the other independent Directors and perform such other duties and responsibilities as the Board may determine, including those set forth below under the heading “Executive Sessions and Lead Independent Director;”

The Board and each of the Committees will conduct an annual self-evaluation;

All non-employee Directors will own a minimum amount of the Company’s common shares as established in our Stock Ownership Guidelines for Directors and Officers, which currently require that non-employee Directors own common shares with a value of no less than five times the annual cash retainer paid to each non-employee Director and that each non-employee Director should strive to attain this ownership threshold within five years of joining the Board;

Each Director will attend at least 75% of all regular and special meetings of the Board;

Absent specific action by the Board, Directors will not be eligible for nomination after reaching 75 years of age;

Each Director will advise the Chair of the Board and the Lead Independent Director in advance of accepting an invitation to serve on the board of another public company to allow for a review of any potential conflicts or other concerns;

Each Director will advise the Nominating Committee, and offer to resign, if his or her primary professional position or responsibility materially changes to provide the Board an opportunity to review the qualifications of the Director;

No Director will serve concurrently on more than three public company boards, including that of the Company, without prior, unanimous consent of the Board;

The Nominating Committee and the Board will consider a Director’s length of tenure when reviewing Board composition and will seek to maintain an overall balance of experience and continuity, along with fresh perspectives. The Board does not have a Director tenure limit but will consider the impact of a Director’s tenure after he or she has served on the Board for more than 15 years; and

The Corporate Secretary will provide newly elected Directors with materials and training in our Director orientation program and will also provide such additional Director training and orientation as appropriate and in accordance with our Board Education Policy.

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

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

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

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

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

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

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

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

Adherence to the

Company’s Basic Beliefs

We seek Directors who understand, and are committed to, our Basic Beliefs. These Basic Beliefs are our values and principles that serve as guideposts for decisions at every level of the Company and cultivate a culture of commitment to each other and to our constituents.

Leadership Experience

We seek Directors who have significant leadership experience, either in a senior executive role with a major business organization or relevant experience from other professional backgrounds. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They also demonstrate a practical understanding of organizations, processes, strategy, risk management, compliance, and the methods to drive change and growth. People with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others.

Independence

We require that a majority of our Directors satisfy the independence requirements of the NYSE and the SEC.

Finance Experience

We believe that it is important for Directors to understand finance and financial reporting processes. Accurate financial reporting is critical to our success and reputation. We seek to have at least two independent Directors who qualify as “audit committee financial experts,” within the meaning of Regulation S-K promulgated by the SEC (“Regulation S-K”), particularly for service on the Audit Committee. We expect all of our Directors to be financially knowledgeable.

Public Company

Board Experience

We seek Directors who have experience serving on the boards of other large, publicly traded companies and who have knowledge with respect to public company board governance issues. This experience prepares the Directors to fulfil the Board’s responsibilities of overseeing our business and providing insight and guidance to management.

Environmental, Social,

and Governance

Experience

We seek Directors who have knowledge of and experience with ESG initiatives to help inform us on best practices and assist us in establishing goals and delivering against those goals.

Operations Experience

in Consumer Goods

We seek Directors with relevant general management or operations experience in the consumer goods industry. We believe that it is important for Directors to have experience in new and expanding businesses, customer segments, and geographies.

People Management

Experience

We seek Directors with relevant people management experience, including matters such as inclusion, diversity, and equity, workplace environment, and talent development and retention.

Diversity

We greatly value diversity and the varying perspectives and experiences that emerge from a diverse group of people. Because of this, we believe diversity in our Board is important, including, for example, with respect to their gender, race, ethnicity, age, sexual orientation, gender identity, and cultural and other backgrounds.

Marketing, Digital,

Innovation, or Public

Relations Experience

As a manufacturer and marketer of branded food products, we seek Directors who have a diverse range of marketing, digital, innovation, or public relations experience.

Mergers and Acquisitions

Experience

We have been, and believe we will continue to be, active in acquiring other companies that fit our strategy and, therefore, seek Directors with relevant mergers and acquisitions experience.

Adherence to the Company’s Basic Beliefs

Leadership Experience

Independence

Finance Experience

Public Company Board Experience

Environmental, Social, and Governance Experience

Operations Experience in Consumer Goods

People Management Experience

Diversity

Marketing, Digital, Innovation, or Public Relations Experience

Mergers and Acquisition Experience

Black or African American

American Indian or Alaska Native

Asian

White

Native Hawaiian or Other Pacific Islander

Hispanic or Latino

Male

Female

The stated reason for such Director’s failure to receive the approval of a majority of votes cast;

The percentage of votes cast against such Director; and

The performance of such Director.

No Director will be qualified as independent unless the Board affirmatively determines that the Director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. We will disclose these affirmative determinations on an annual basis.

No Director who is a former employee of ours can be deemed independent until three years after the end of his or her employment relationship with us.

No Director whose immediate family member is a former executive officer of the Company can be deemed independent until three years after the end of such executive officer’s relationship with us.

No Director who receives, or whose immediate family member receives, more than $120,000 in direct compensation from the Company in any twelve-month period within the past three years, other than Director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), can be deemed independent.

No Director can be deemed independent if the Director (i) is a current partner or employee of a firm that is our internal or external auditor; (ii) has an immediate family member who is a current partner of such a firm; (iii) has an immediate family member who is a current employee of such a firm and personally works on our audit; or (iv) was, or an immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on our audit within that time.

No Director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of our present executive officers serve on that company’s compensation committee can be independent until three years after the end of such service or employment relationship.

No Director who is an executive officer or employee, or whose immediate family member is an executive officer, of a company (excluding charitable organizations) that makes payments to, or receives payments from, us for property or services in an amount which, in any single fiscal year, exceeds the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues can be deemed independent until three years after falling below such threshold.

No Director can be deemed independent if we have made charitable contributions to any charitable organization in which such Director serves as an executive officer if, within the preceding three years, contributions by us to such charitable organization in any single fiscal year of such charitable organization exceeded the greater of $1,000,000 or 2% of such charitable organization’s consolidated gross revenues.

Will receive notice of and may participate in Board meetings, but will generally not attend Board sessions that are limited to independent Directors only;

May be invited to attend and participate in Committee meetings as determined by the Board or the applicable Committee, but will generally not attend Committee sessions that are limited to independent Directors only;

Will not be entitled to vote and will not be counted for quorum purposes at Board or Committee meetings;

To the extent requested by the Company or the Board and agreed to by the Chairman Emeritus, will act as an advisor to the Company, including (i) participating in Company communications, (ii) participating in Company meetings, (iii) serving as a spokesperson with external constituents, and (iv) serving as an advisor to the Chief Executive Officer; and

Will provide such other advice and services and engage in such other activities as may be agreed between the Board and the Chairman Emeritus.

  MERCEDES

  ABRAMO

  Age: 53

  Director Since: —

  Committee:

  Audit (if elected)

  Favorite Product:

   Café Bustelo

Professional Experience

Ms. Abramo has been the Deputy Chief Commercial Officer of Cartier, an international chain of jewelry boutiques since March 2023. Prior to her current role at Cartier, Ms. Abramo held several positions of increasing responsibility, including President and Chief Executive Officer; Vice President, Retail, North America; Assistant Vice President, Retail, New York Region; and Director, Fifth Avenue Mansion, United States Flagship. Prior to joining Cartier, Ms. Abramo spent five years with Tiffany & Co. in various Director positions and six years with various luxury hotels in management roles. Ms. Abramo is a founding member of Chief, a private network designed specifically for women leaders to strengthen their experience in the C-suite and effect change from the top down.

Skills and Qualifications

The Board concluded that Ms. Abramo should serve as a Director primarily due to her experience serving as a chief executive officer and her extensive experience in managing and overseeing retail, hospitality, and luxury goods. Specifically, Ms. Abramo brings significant leadership, finance, operating, and strategy experience through her positions with Cartier and Tiffany & Co. Ms. Abramo’s background enables her to provide valuable insights to the Board, particularly in strategy, operations, e-commerce, people management, marketing, supply chain and in overseeing the Company’s finances and ESG areas.

  TARANG P.

  AMIN

  Age: 58

  Director Since: —

  Committee:

  Compensation

  (if elected)

  Favorite Product:

   Uncrustables

Professional Experience

Mr. Amin has been the Chairman and Chief Executive Officer of e.l.f. Beauty, Inc. (“e.l.f. Beauty”), a publicly traded cosmetics company since August 2015. He took the company public in 2016 in one of the most successful initial public offerings in the beauty industry. Mr. Amin also served as President, Chief Executive Officer, and Director of e.l.f. Beauty from February 2014 through July 2015. Prior to joining e.l.f. Beauty, he was President, Chief Executive Officer, and Director of Schiff Nutrition International, a publicly traded nutritional supplements company, from March 2011 through March 2013 and held various leadership roles at The Clorox Company (“Clorox”) and The Procter & Gamble Company (“P&G”). Mr. Amin has been a director of Pharmavite, LLC, a dietary supplements company, since January 2020 and served as a director of Angie’s BOOMCHICKAPOP, a natural and organic snack brand, from June 2014 through October 2017.

Skills and Qualifications

The Board concluded that Mr. Amin should serve as a director primarily due to his extensive leadership experience at consumer goods companies and his experience serving as a director of other companies. Specifically, he brings significant leadership, finance, operating, and strategy experience through his positions with e.l.f. Beauty, Schiff Nutrition, Clorox, and P&G. Mr. Amin’s background enables him to provide valuable insights to the Board, particularly in strategy, operations, e-commerce, people management, marketing, supply chain, and corporate governance.

  SUSAN E.

  CHAPMAN-

  HUGHES

  Age: 54

  Director Since: 2020

  Committee:

  Compensation

  (Chair)

  Favorite Product:

   Smucker’s Hot Fudge

   Sauce

Professional Experience

Ms. Chapman-Hughes retired as Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation, and Operations, Global Commercial Services of American Express Company, a financial services corporation, in February 2021, a position she held since February 2018. Prior to this role, Ms. Chapman-Hughes served in several Senior Vice President level positions since joining American Express Company in 2010, including Senior Vice President, US Large Market, Global Corporate Payments from December 2014 through February 2018; Senior Vice President, US Account Development, Global Corporate Payments from November 2013 through December 2014; and Senior Vice President, Global Real Estate and Workplace Enablement from July 2010 through November 2013. She is also a director, the chair of the compensation committee, and a member of the nominating and governance committee of Toast, Inc., a publicly traded cloud-based restaurant software company, since February 2021. In addition, Ms. Chapman-Hughes served as a director, the chair of the compensation committee, and a member of the nominating and governance committee of Potbelly Corporation, a publicly traded restaurant company, from May 2014 through June 2020.

Skills and Qualifications

The Board concluded that Ms. Chapman-Hughes should serve as a director primarily due to her significant experience in managing and overseeing businesses, as well as her strong corporate governance experience as a member of a public company board. Specifically, Ms. Chapman-Hughes brings leadership and operating skills through her former roles with American Express Company. Ms. Chapman-Hughes’s background enables her to provide valuable insights to the Board, particularly in sales, strategy, digital capabilities and technology, innovation, change management, and overseeing our executive compensation and ESG practices.

  JAY L.

  HENDERSON

  Age: 67

  Director Since: 2016

  Committee:

  Audit

  Favorite Product:

   Uncrustables

Professional Experience

Mr. Henderson retired as Vice Chairman, Client Service at PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) in June 2016, a position he held since 2007. He also served as PricewaterhouseCoopers’ Managing Partner of the Greater Chicago Market from 2003 through 2013. During his career at PricewaterhouseCoopers, Mr. Henderson gained significant experience working with the boards and audit committees of Fortune 500 companies and has managed major client relationships across multiple markets and industry sectors. He is the lead director, chair of the audit committee, and a member of the corporate governance, capital governance, human capital and compensation, and executive committees of Northern Trust Corporation, a publicly traded financial holding company, where he has served since July 2016, and a director, chair of the audit committee, and member of the finance committee of Illinois Tool Works Inc., a publicly traded global multi-industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, where he has served since August 2016. Mr. Henderson is also a member of the boards of several non-profit organizations.

Skills and Qualifications

The Board concluded that Mr. Henderson should serve as a director primarily due to his extensive experience in managing and overseeing businesses, his experience working with the boards and audit committees of large public companies, and his experience serving as a director of public companies and non-profit organizations. Specifically, Mr. Henderson brings leadership and operating skills through his former roles with PricewaterhouseCoopers. He has also been a Certified Public Accountant since 1977. Mr. Henderson’s background enables him to provide valuable insights to the Board, particularly in strategy, compliance, and risk management, and in overseeing the Company’s finances.

  JONATHAN E.

  JOHNSON III

  Age: 57

  Director Since: 2022

  Committee:

  Compensation

  Favorite Product:

   Smucker’s Apple Butter

Professional Experience

Mr. Johnson has been the Chief Executive Officer of Overstock.com, Inc., an online home furnishings retailer since September 2019 and a member of its board of directors since May 2013. Prior to his current role at Overstock.com, Mr. Johnson held several positions of increasing capacity, including General Counsel, Senior Vice President, President, Executive Vice Chairman, Chairman, and Interim Chief Executive Officer. Between August 2016 and April 2021, Mr. Johnson served as the director and president of Medici Ventures, the corporate venture arm and former Overstock.com subsidiary. Prior to joining Overstock.com, Mr. Johnson was with TenFold Corporation, a software and services company, from May 1999 to September 2002 where he held various positions, including General Counsel and Chief Financial Officer.

Skills and Qualifications

The Board concluded that Mr. Johnson should serve as a Director primarily due to his extensive ecommerce and blockchain experience. Specifically, Mr. Johnson brings leadership and operating skills through his current and former roles with Overstock.com. Mr. Johnson’s background enables him to provide valuable insights to the Board, particularly in ecommerce, blockchain, supply chain, marketing, operations, general management, consumer products, technology, digital media, finance, corporate governance, and risks.

  KIRK L.

  PERRY

  Age: 56

  Director Since: 2017

  Committee:

  Nominating

  Favorite Product:

   Uncrustables

   (Hazelnut)

Professional Experience

Mr. Perry has been the President and Chief Executive Officer and a member of the board of directors of Circana, a global provider of technology, data, and predictive analytics for the consumer, retail, and media sectors, since May 2021. Prior to joining Circana, he spent seven years as the President, Brand Solutions of Google Inc. and twenty-three years with P&G, where he held several positions of increasing responsibility in marketing and general management roles, including President, Global Family Care from May 2011 to December 2013. Mr. Perry is a board member of Chick-Fil-A, Inc., a privately-owned restaurant company, since August 2022. He previously served as a director of e.l.f. Beauty, a publicly traded cosmetics company, from September 2016 to November 2022, and Hillerich & Bradsby Co. (Louisville Slugger), a privately-owned sporting goods manufacturer, from September 2013 to August 2016. He is also a member of the boards of several non-profit organizations.

Skills and Qualifications

The Board concluded that Mr. Perry should serve as a Director primarily due to his extensive operational experience in marketing and brand management and his experience serving as a director of other organizations. Specifically, Mr. Perry brings leadership and operating skills through his current and former roles with Circana, Google, Inc., and P&G. Mr. Perry’s background enables him to provide valuable insights to the Board, particularly in marketing, operations, general management, consumer products, technology, and digital media.

  ALEX

  SHUMATE

   Lead Independent Director

  Age: 73

  Director Since: 2009

  Committee:

  Nominating

  Favorite Product:

   Uncrustables (Grape)

Professional Experience

Mr. Shumate is a Senior Partner and the Ohio Strategic Relationship Partner of Squire Patton Boggs (US) LLP, where he has practiced law since February 1988. He was the North American Managing Partner of Squire Patton Boggs (US) LLP from January 2012 to January 2021. Mr. Shumate is a sponsoring director for Adelphi Bank, a Minority Depository Institution. He previously served as a director and Chair of the Board of CyrusOne Inc., a publicly traded provider of data center consulting services, from January 2013 until its acquisition in March 2022, and a director of Cincinnati Bell, Inc., a publicly traded provider of voice and data telecommunications products and services, from 2005 to 2013. Mr. Shumate also served as a member of the boards of several non-profit organizations, including three separate terms on The Ohio State University Board of Trustees.

Skills and Qualifications

The Board concluded that Mr. Shumate should serve as a Director primarily due to his significant legal background and his experience in managing a business and serving as a director of other public companies and as a trustee of several non-profit organizations. Mr. Shumate has practiced law for nearly 40 years and was named a Lawyer of the Year by Best Lawyers in 2018 and an Ohio Super Lawyer by Law and Politics magazine. In 2019, he was honored by Columbus Business First as one of the region’s Most-Admired Executives, and in 2020 he was named to the Power 100 list of 2020’s most influential leaders. Together with his service as a director of other public companies, Mr. Shumate’s background allows him to provide valuable insights to the Board, particularly in regard to corporate governance and risk issues that we confront.

  MARK T.

  SMUCKER

  Age: 53

  Director Since: 2009

  Committee:

  None

  Favorite Product:

   Folger’s Black Silk

Professional Experience

Mr. Smucker has been our Chair of the Board, President, and Chief Executive Officer since August 2022. Prior to that time, he served as President and Chief Executive Officer, from May 2016 through August 2022; President and President, Consumer and Natural Foods, from April 2015 through April 2016; President, U.S. Retail Coffee, from May 2011 through March 2015; and President, Special Markets, from August 2008 through April 2011. He is a director and member of the management development and compensation and nominating and corporate governance committees of Kimberly-Clark Corporation, a publicly traded global company that manufactures and sells consumer products, where he has served since September 2019. Mr. Smucker is the son of Timothy P. Smucker, who serves as a Chairman Emeritus of the Board, and the nephew of Richard K. Smucker, who serves as a Director but will transition to a Chairman Emeritus of the Board at our 2023 annual meeting of shareholders.

Skills and Qualifications

The Board concluded that Mr. Smucker should serve as a Director largely due to his role as our President and Chief Executive Officer, his significant knowledge of the Company gained from more than 20 years of experience in various positions within the Company, his experience serving as a director of the Consumer Brands Association and FMI—The Food Industry Association, and his prior experience as a former director and member of the compensation committee of GS1 U.S. The Board believes that the perspectives that Mr. Smucker brings to the Board are particularly valuable in light of the significance of the coffee and consumer foods businesses to the Company. The Board also believes that continuing participation by qualified members of the Smucker family on the Board is an important part of our corporate culture that has contributed significantly to our long-term success.

  JODI L.

  TAYLOR

  Age: 60

  Director Since: 2020

  Committee:

  Audit (Chair)

  Favorite Product:

   Smucker’s Strawberry Jam

Professional Experience

Ms. Taylor retired as an executive officer of The Container Store Group, Inc., a publicly traded specialty retailer of storage and organization products, in March 2021. She was the Chief Financial Officer from December 2007 through August 2020, the Secretary from October 2013 through March 2021, and the Chief Administrative Officer from July 2016 through March 2021. Prior to joining The Container Store Group, Inc., Ms. Taylor spent nine years as the Chief Financial Officer and Secretary of Harold’s Stores, Inc., a regional specialty retailer of high-end apparel. In addition, Ms. Taylor is a director and chair of the audit committee of Mister Car Wash, Inc., a publicly traded company that is the largest car wash brand in the United States, where she has served since June 2021. She has been a certified public accountant since 1984 (inactive since 2021), starting with an accounting role at Deloitte & Touche L.L.P. She recently received her CERT Certificate in Cybersecurity Oversight.

Skills and Qualifications

The Board concluded that Ms. Taylor should serve as a Director primarily due to her extensive experience in managing and overseeing the businesses of both public and private companies, and her long career in the consumer retail and packaged goods industries. Specifically, Ms. Taylor brings significant leadership, finance, operating, and governance skills through her positions with The Container Store, Inc. and Harold’s Stores, Inc. Ms. Taylor’s background enables her to provide valuable insights to the Board, particularly in strategy, compliance, risk management, and human resources, and in overseeing the Company’s finances and ESG areas.

  DAWN C.

  WILLOUGHBY

  Age: 54

  Director Since: 2017

  Committee:

  Nominating (Chair)

  Favorite Product:

   Smucker’s Natural

   Blackberry Fruit Spread

Professional Experience

Ms. Willoughby retired as Executive Vice President and Chief Operating Officer of Clorox, a manufacturer and marketer of consumer and professional products, in January 2019, a position she held since September 2014. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she was initially hired in 2001. Prior to Ms. Willoughby’s career at Clorox, she spent nine years with P&G, where she held several positions in sales management. Ms. Willoughby is a director and member of the human capital and compensation and governance and corporate responsibility committees of International Flavors and Fragrances, Inc., a publicly traded global company that produces flavors, fragrances, and cosmetic actives, where she has served since February 2023. She is also a director and member of the management development and compensation committee of TE Connectivity Ltd., a publicly traded global company that provides connectivity and sensor solutions, where she has served since March 2020.

Skills and Qualifications

The Board concluded that Ms. Willoughby should serve as a Director primarily due to her extensive leadership experience at consumer goods companies and her experience serving as a director of other organizations. Specifically, Ms. Willoughby brings leadership and operating skills through her former roles with Clorox and P&G and insights regarding ESG through her former role with Clorox. Ms. Willoughby’s background enables her to provide valuable insights to the Board, particularly in management, strategy, sales, marketing, and ESG.

The Board unanimously recommends a vote FOR each of the nominees named in this

proxy statement for election to the Board.

  Name

Audit Committee

Nominating
Committee

  Susan E. Chapman-Hughes

  Paul J. Dolan

  Jay L. Henderson

 F

  Jonathan E. Johnson III

  Kirk L. Perry

  Sandra Pianalto

 F

  Alex Shumate

  Jodi L. Taylor

 F

  Dawn C. Willoughby

  Number of Meetings

12

5

5

Chair             Member            F  Financial Expert

Type of Compensation

Amount

Annual Retainer

$100,000 per year

Additional Annual Retainer for Lead Independent Director

$  30,000 per year

Additional Annual Retainer for Audit Committee Members

$    5,000 per year

Additional Annual Retainer for Committee Chair

$  15,000 per year

Annual Grant of Deferred Stock Units

$160,000 in deferred stock units  

Name

(1)(2)

Fees Earned or

Paid in Cash

($)

Stock

Awards

($) (3)

Option

Awards

($) (4)

All Other

Compensation

($) (5) (6)

Total

($)

Susan E. Chapman-Hughes

$115,000

$160,000

—

$5,000   

$280,000  

Paul J. Dolan

$100,000

$160,000

—

—

$260,000  

Jay L. Henderson

$105,000

$160,000

—

—

$265,000  

Jonathan E. Johnson III

$100,000

$160,000

—

$500   

$260,500  

Kirk L. Perry

$100,000

$160,000

—

—

$260,000  

Sandra Pianalto

$105,000

$160,000

—

$7,500   

$272,500  

Alex Shumate

$130,000

$160,000

—

—

$290,000  

Richard K. Smucker (7)

$100,000

$160,000

—

$26,101   

$286,101  

Timothy P. Smucker (8)

$100,000

—

—

—

$100,000  

Jodi L. Taylor

$120,000

$160,000

—

$3,000   

$283,000  

Dawn C. Willoughby

$115,000

$160,000

—

$5,000   

$280,000  

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

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

Name

Deferred

Stock Units

Susan E. Chapman-Hughes

  3,867

Paul J. Dolan

49,512

Jay L. Henderson

  9,564

Jonathan E. Johnson III

  1,454

Kirk L. Perry

13,733

Sandra Pianalto

12,412

Alex Shumate

21,926

Richard K. Smucker

  1,148

Jodi L. Taylor

  3,867

Dawn C. Willoughby

10,640

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

No stock options were awarded to non-employee Directors in fiscal year 2023.

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

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

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

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

Preside at all meetings of the Board at which the Chair of the Board is not present;

Serve as a liaison between the Chief Executive Officer and the independent Directors;

Call executive sessions or meetings of the independent Directors and preside at all such executive sessions or meetings;

Provide input regarding meeting materials sent to the Board, including the quality, quantity, appropriateness, and timeliness of such information;

Provide input regarding meeting agendas and schedules for the Board meetings; and

Serve as an advisor to the Committee chairs in fulfilling their designated roles and responsibilities to the Board.

Nominating, Governance, and Corporate Responsibility Committee

Meetings in Fiscal Year 2023: 5

Current Committee Members:

Dawn C. Willoughby (Chair)

Kirk L. Perry

Alex Shumate

Primary Responsibilities

  Developing qualifications and criteria for selecting and evaluating Director nominees and evaluating current Directors

  Completing customary vetting procedures and background checks for individuals suggested for potential Board membership

  Considering and proposing Director nominees for election at our annual meeting of shareholders

  Recommending candidates to fill Board vacancies as they may occur

  Making recommendations to the Board regarding memberships for the Nominating Committee, the Audit Committee, and the Compensation Committee

  Developing and generally monitoring the Guidelines and, at least annually, leading the Directors in a discussion of major corporate governance issues

  Reviewing and making recommendations to the Board regarding proposed changes to our Articles and Regulations

  Reviewing shareholder proposals relating to corporate governance and other matters and recommending responses to the Board

  Developing and implementing an annual self-evaluation process of the Board’s performance and sharing the results with the Board

  Considering potential conflicts of interest of Directors and management and making recommendations to prevent, minimize, or eliminate such conflicts

  Reviewing annually, or more frequently if necessary, succession planning for our executive officers and Directors and reporting its findings and recommendations to the Board

  Evaluating the performance of the Chief Executive Officer, which it may do in concert with the Compensation Committee

  Making recommendations to the Board regarding Director orientation and continuing training and reviewing annually a report on the educational programs attended and reported by each Director

  Overseeing shareholder engagement efforts and developing procedures for shareholders to communicate with the Board

  Administering the annual evaluation of the Board

  Reviewing and discussing with senior management the Company’s risks associated with the Board’s organization, membership, and structure, succession planning for Directors and executive officers, and corporate governance

  Supporting and assisting the Board in overseeing the Company’s ESG policies, processes, and commitments and receiving regular updates from management regarding the Company’s ESG activities

  Appointing the members of the Charitable Contributions Committee and overseeing the activities and contributions of such committee

  Performing other functions or duties deemed appropriate by the Board

Compensation and People Committee

Meetings in Fiscal Year 2023: 5

Current Committee Members:

Susan E. Chapman-Hughes (Chair)

Paul J. Dolan*

Jonathan E. Johnson III

* Mr. Dolan will retire from the Board on August 16, 2023 and, therefore, will no longer serve on the Compensation Committee. If Tarang P. Amin is elected to the Board, the Board intends to appoint him to the Compensation Committee immediately upon his election to the Board.

Primary Responsibilities

  Establishing, reviewing, and implementing our compensation philosophy

  Reviewing and approving corporate performance goals and objectives relating to compensation of our executive officers, including performance goals and objectives tied to ESG metrics, and evaluating our executive officers’ performance against these goals

  Considering the compensation of the Chair of the Board, President and Chief Executive Officer in relation to performance and the market and making recommendations to the independent Directors for their approval

  Reviewing and approving the annual base salaries and incentive compensation opportunities of our executive officers

  Reviewing and approving any proposed employment, consulting, change-in-control, or other agreement, or any proposed benefit, severance, or retention plan with our executive officers

  Approving and administering the terms and policies of our equity incentive plans and grants of equity or equity-based awards for our executive officers

  Appointing the members of the Benefit Plans Design Committee and overseeing the activities of such committee

  Reviewing compensation issues related to key management succession and pay equity

  Supporting the Board in overseeing, monitoring, and reporting on our strategies and policies related to key people management policies and practices, including with respect to matters such as inclusion, diversity, and equity, workplace environment, and talent development and retention

  Overseeing regulatory compliance with respect to compensation matters

  Reviewing the compensation paid to non-employee Directors and, as appropriate, making recommendations to the Board

  With the assistance of our management and any outside consultants the Compensation Committee deems appropriate, overseeing the risk assessment of our compensation arrangements and reviewing, at least annually, the relationship (if any) between our risk management policies and practices and our compensation arrangements

  Overseeing shareholder communications and shareholder votes on executive compensation matters, including the frequency of such votes, and assessing the results of shareholder advisory votes on executive compensation

  Developing stock ownership guidelines for our Directors and executive officers and monitoring compliance with such guidelines

  Selecting an appropriate peer group of companies of similar size in similar industries, targeting an appropriate total pay positioning in relation to such peer group, and monitoring the competitiveness of executive officer pay against such peer group in relation to the Company’s relative performance