SCHEDULE: McCormick CEO Foley Boosts Stake to 5.1%
Beneficial Ownership Report (Schedule 13D)
McCormick & Company's Chairman, President, and CEO, Brendan M. Foley, reported beneficial ownership of 5.1% of the company's Common Stock, primarily through equity compensation.
Summary
- Brendan M. Foley, Chairman, President, and CEO of McCormick & Company, Incorporated, beneficially owns 790,496 shares of the Issuer's Common Stock.
- This ownership represents 5.1% of the Issuer's outstanding shares.
- The total beneficial ownership includes 648,975 shares that could be acquired within 60 days of February 6, 2026, through the exercise of stock options and vesting of restricted stock units.
- The shares were acquired as compensation in the form of equity awards granted pursuant to the Issuer's equity compensation plans.
- Foley holds sole voting and sole dispositive power over all 790,496 beneficially owned shares.
- Recent transactions include the acquisition of 70.873 shares of phantom stock on December 17, 2025, 35.524 shares of phantom stock on December 30, 2025, an award of 20,198 shares of Common Stock on January 19, 2026, and a grant of 68,855 restricted stock units on February 6, 2026.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive development, as increased executive ownership generally indicates confidence and aligns management's interests with shareholders, though it's a routine filing.
Positives
- Increased beneficial ownership by the Chairman, President, and CEO, Brendan M. Foley, to 5.1% of outstanding shares, which aligns management and shareholder interests.
- A significant portion of executive compensation is tied to equity awards, demonstrating confidence in the company's long-term performance and incentivizing value creation.
Risks
- The Reporting Person reserves the right to change his purpose regarding ownership, including acquiring additional shares or disposing of current holdings, which could introduce future uncertainty regarding his stake.
Future Outlook
The Reporting Person currently has no plans to engage in transactions or actions enumerated in Item 4 of Schedule 13D, but reserves the right to change his purpose, including acquiring or disposing of shares, in the future.
Management Comments
- The Reporting Person does not have any current plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
- Notwithstanding the foregoing, the Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his ownership of the shares of Common Stock he now owns and to take such actions as he deems appropriate in light of the circumstances including, without limitation, to acquire additional shares of Common Stock or to dispose of, in any manner permitted by law, all or a portion of the Common Stock which he now owns or may hereafter acquire.
Industry Context
StockSavvy.ai notes that an executive's significant beneficial ownership, particularly when accumulated through compensation, typically signals strong alignment between management's interests and those of long-term shareholders. This is a common practice in mature companies like McCormick, where executive compensation often includes substantial equity components to incentivize performance and retention.
Comparison to Industry Standards
- Executive ownership stakes of 5% or more are generally considered substantial and align management incentives with shareholder value creation, comparable to other consumer staples executives who hold significant equity in their companies, such as Indra Nooyi's holdings during her tenure at PepsiCo or James Quincey's at Coca-Cola.
- The accumulation of shares through equity compensation plans is a standard practice across the S&P 500, reflecting a common corporate governance strategy to tie executive performance to stock price appreciation.
Related Party Transactions
- Acquisition of shares of Common Stock and equity awards (stock options, restricted shares, restricted stock units) as compensation from the Issuer.
- Acquisition of phantom stock in the Issuer's Non-Qualified Retirement Savings Plan.
Stakeholder Impact
- Shareholders: Increased alignment of interests with the CEO, potentially signaling confidence in future performance.
- Employees: No direct impact mentioned, but executive compensation structure can influence overall company culture and morale.
Next Steps
- The Reporting Person may, in the future, acquire additional shares of Common Stock.
- The Reporting Person may, in the future, dispose of all or a portion of the Common Stock he now owns or may hereafter acquire.
Key Dates
| Date | Description |
|---|---|
| 2022-12-01 | Start of the three-year performance cycle for the Long-Term Incentive Program. |
| 2025-11-19 | Date of Power of Attorney filing (Exhibit 24 to Form 4). |
| 2025-11-30 | End of the three-year performance cycle for the Long-Term Incentive Program. |
| 2025-12-17 | Acquisition of 70.873 shares of phantom stock in the Non-Qualified Retirement Savings Plan. |
| 2025-12-30 | Acquisition of 35.524 shares of phantom stock in the Non-Qualified Retirement Savings Plan. |
| 2026-01-19 | Award of 20,198 shares of Common Stock pursuant to the Long-Term Incentive Program. |
| 2026-02-06 | Date of event requiring filing of this statement; grant of 68,855 restricted stock units. |
| 2026-02-13 | Date of Schedule 13D signature. |
Recommendation
holdThis Schedule 13D filing primarily reports a routine accumulation of shares by the CEO through compensation, which is a positive for aligning management and shareholder interests. However, it does not contain new strategic or financial information that would warrant a change in investment recommendation based solely on this filing. Investors should continue to hold and monitor broader company performance and market conditions.
Keywords
McCormick & Company, Brendan M. Foley, Schedule 13D, Beneficial Ownership, Common Stock, Equity Compensation, Executive Ownership, MCCK
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