Form 4: J. M. Smucker Co. Chief Legal Officer Reports Stock Acquisitions and Tax-Related Dispositions

Jeannette L. Knudsen, Chief Legal Officer of J. M. Smucker Co., reported the acquisition of shares through restricted stock grants and performance unit settlements, alongside dispositions for tax withholding.

Summary

• Jeannette L. Knudsen, Chief Legal Officer of J. M. Smucker Co. (SJM), reported changes in her beneficial ownership of common shares.
• On June 13, 2025, Ms. Knudsen acquired 5,401 common shares as restricted stock for fiscal year 2026, which will vest in three equal annual installments beginning on June 13, 2026.
• On June 16, 2025, she acquired an additional 4,791 common shares resulting from the settlement of a performance units award granted on July 8, 2022.
• Also on June 16, 2025, Ms. Knudsen disposed of a total of 3,230 common shares (comprising 1,349, 210, 259, and 1,412 shares) at a price of $95.36 per share. These dispositions were made to satisfy tax liabilities upon the vesting of performance units and restricted stock.
• Following these reported transactions, Ms. Knudsen's direct beneficial ownership of common shares stands at 21,589, and she indirectly owns 4,990 shares through the Company's 401(k) plan and dividend reinvestment plan.

Sentiment

Score: 6

Explanation: Slightly positive due to the executive receiving performance-based compensation and restricted stock, indicating continued alignment with shareholder interests, offset by routine tax-related dispositions.

Positives

• Acquisition of 5,401 restricted common shares as part of fiscal year 2026 compensation, indicating continued long-term incentive alignment with company performance.
• Receipt of 4,791 common shares from the successful settlement of a performance units award, reflecting the achievement of prior performance targets.
• Continued significant direct and indirect beneficial ownership of J. M. Smucker Co. common shares by a key executive, aligning her interests with shareholders.

Negatives

• Disposition of 3,230 common shares to cover tax liabilities, which reduces direct shareholdings, although this is a standard practice for equity compensation.

Risks

• The document does not detail specific risks beyond the inherent market risks associated with holding equity.

Future Outlook

The restricted stock granted on June 13, 2025, for fiscal year 2026 will vest in three equal annual installments, with the first installment beginning on June 13, 2026.

Management Comments

• "The restricted stock granted for fiscal year 2026 pursuant to The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan, vests in three equal annual installments beginning on June 13, 2026."
• "This amount represents shares of common stock received upon settlement of a performance units award granted to the reporting person on July 8, 2022."
• "Smucker common shares withheld by the Company to satisfy tax liability upon the vesting of performance units pursuant to The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan."
• "Smucker common shares withheld by the Company to satisfy tax liability upon the vesting of restricted stock pursuant to The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan."
• "This amount includes shares acquired under (i) the Company's 401(k) plan since the date of the reporting person's last ownership report and (ii) the Company's dividend reinvestment plan as administered by its transfer agent."

Industry Context

This Form 4 filing details routine executive compensation and tax-related share transactions for J. M. Smucker Co.'s Chief Legal Officer. Such filings are standard practice across publicly traded companies, providing transparency into insider stock ownership changes, particularly those related to equity incentive plans.

Comparison to Industry Standards

• The use of restricted stock and performance units as components of executive compensation is a common practice across various industries, including the consumer packaged goods sector where J. M. Smucker Co. operates.
• The withholding of shares to cover tax liabilities upon vesting of equity awards is a standard and widely accepted mechanism for managing tax obligations in executive compensation plans.
• The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan, under which these awards were granted, aligns with typical corporate governance practices for incentivizing and retaining key personnel.

Corporate Governance

Related Party Transactions

• The acquisition of restricted stock and performance units, and the subsequent disposition of shares for tax withholding, are transactions between the company and its Chief Legal Officer, which are considered related-party transactions within the scope of executive compensation.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership, showing alignment of executive interests with company performance through equity awards.
• Employees: Reflects the company's compensation structure for executives, which may influence broader compensation philosophies.
• Management: The Chief Legal Officer's compensation includes long-term equity incentives, aligning her interests with the company's long-term success.

Next Steps

• The restricted stock granted on June 13, 2025, will vest in three equal annual installments, with the first vesting occurring on June 13, 2026.

Key Dates

Keywords

J. M. Smucker Co., SJM, insider trading, Form 4, beneficial ownership, executive compensation, restricted stock, performance units, tax withholding