Form 4: J. M. Smucker CFO Reports Routine Stock Grants and Tax-Related Dispositions

J. M. Smucker Co.'s Chief Financial Officer, Tucker H. Marshall, reported the acquisition of common shares through restricted stock grants and performance unit settlements, alongside dispositions for tax liabilities, increasing his total beneficial ownership.

Summary

• Tucker H. Marshall, Chief Financial Officer of J. M. Smucker Co. (SJM), reported several transactions involving the company's common shares.
• On June 13, 2025, Mr. Marshall acquired 7,094 common shares as a restricted stock grant for fiscal year 2026, which will vest in three equal annual installments beginning on June 13, 2026.
• On June 16, 2025, he received 5,196 common shares from the settlement of a performance units award granted on July 8, 2022.
• Also on June 16, 2025, a total of 2,550 common shares were disposed of (withheld by the company) to satisfy tax liabilities related to the vesting of performance units (1,531 shares) and restricted stock (206, 209, and 604 shares), all at a price of $95.36 per share.
• Following these transactions, Mr. Marshall's direct beneficial ownership stands at 45,002.837 common shares.
• Additionally, he indirectly beneficially owns 1,464 common shares through the Company's 401(k) plan and dividend reinvestment plan.
• All stock grants and vestings were made pursuant to The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to executive compensation (grants, vesting, tax withholdings). There are no indications of unusual activity or significant positive/negative news beyond standard compensation practices, leading to a neutral sentiment.

Positives

• The acquisition of 7,094 common shares as a restricted stock grant for fiscal year 2026 indicates ongoing equity-based compensation for the CFO, aligning management's interests with shareholders.
• The settlement of a performance units award resulting in 5,196 common shares suggests the achievement of performance targets set in 2022, reflecting positive company performance over the award period.

Future Outlook

The restricted stock granted on June 13, 2025, is scheduled to vest in three equal annual installments, beginning on June 13, 2026, indicating future equity compensation for the CFO.

Industry Context

The reported transactions are typical for executive compensation in publicly traded companies, involving equity grants and tax-related share dispositions, aligning executive incentives with long-term company performance.

Comparison to Industry Standards

• Stock-based compensation, including restricted stock and performance units, is a standard practice across the consumer packaged goods industry and broader corporate sectors for executive remuneration.
• The use of the J. M. Smucker Company 2020 Equity and Incentive Compensation Plan is consistent with established corporate governance practices for managing executive equity awards.
• Tax withholding of shares upon vesting is a common mechanism for executives to cover tax obligations without requiring cash outlays, observed in companies like PepsiCo (PEP) or Kraft Heinz (KHC) for similar compensation structures.

Corporate Governance

Related Party Transactions

• The transactions involve the company's Chief Financial Officer, an insider, receiving equity compensation and having shares withheld for tax purposes by the company, which are considered related-party dealings.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and insider ownership, demonstrating alignment of management incentives with company performance.
• Employees: Reflects the company's compensation philosophy, particularly for executives, which may influence broader compensation strategies.

Next Steps

• The first installment of the restricted stock granted on June 13, 2025, is expected to vest on June 13, 2026, with subsequent installments annually thereafter.

Key Dates

Keywords

J. M. Smucker Co., SJM, Tucker H. Marshall, Chief Financial Officer, SEC Form 4, Insider Trading, Stock Grant, Restricted Stock, Performance Units, Equity Compensation, Tax Withholding, Beneficial Ownership