UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.     )

Filed by the Registrant  ☑                            

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TABLE  OF CONTENTS        

PROXYSUMMARY

Voting Recommendations of the Board

 

Proposal		Proposal Summary		Voting Recommendation		Page
		Election of the Board nominees named in this proxy statement with terms expiring at the 20212022 annual meeting of shareholders				1619
		Ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the 20212022 fiscal year				3437
		Advisory approval of the Company’s executive compensation				35
		Approval of The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan				7638

Fiscal Year 2021 Performance Highlights in FY20

 

 

 

*

For a reconciliation of adjusted earnings per share and free cash flow, see Appendix A.A. For a description of how we calculate adjusted earnings per share and free cash flow, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 20202021 Annual Report on Form10-K, which can be found on our website atinvestors.jmsmucker.com. Our fiscal year 2021 performance was one of the key factors in the compensation decisions for the fiscal year, as more specifically discussed in the Compensation Discussion and Analysis section of this proxy statement.

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PROXYSUMMARY             

Director Nominees

The following table provides summary information about each of our Director nominees.

 

				Director Since		Professional Background		Board Committees						Other Public Company Boards				Director Since		Professional Background		Board Committees						Other Public Company Boards
Name		Age						AC*		ECC†		NGCR‡				Age						AC*		ECC†		NGCR‡
Susan E. Chapman-Hughes		51		—		Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation and Operations, Global Commercial Services,American Express Company		—				—		—		52		2020		Former Executive Vice President and General Manager, Global Head of Digital Capabilities, Transformation, and Operations, Global Commercial Services American Express Company		—				—		—
Paul J. Dolan		61		2006		Chairman and CEO,Cleveland Indians		—				—		•  MSG Networks Inc. •  Madison Square Garden Sports Corporation •  Madison Square Garden Entertainment Corporation		62		2006		Chairman and Chief Executive Officer Cleveland Indians		—				—		•  MSG Networks Inc. •  Madison Square Garden Sports Corporation •  Madison Square Garden Entertainment Corporation
Jay L. Henderson		64		2016		Retired Vice Chairman, Client Service,PricewaterhouseCoopers LLP				—		—		•  Illinois Tools Works Inc. •  Northern Trust Corporation		65		2016		Retired Vice Chairman, Client Service PricewaterhouseCoopers LLP				—		—		•  Illinois Tool Works Inc. •  Northern Trust Corporation
Kirk L. Perry		53		2017		President, Brand Solutions,Google Inc.		—				—		•  e.l.f. Beauty, Inc.		54		2017		President and Chief Executive Officer Information Resources, Inc. (“IRI”)		—				—		•  e.l.f. Beauty, Inc.
Sandra Pianalto		65		2014		Retired President and CEO,Federal Reserve Bank of Cleveland				—		—		•  Eaton Corporation plc •  Prudential Financial Inc. •  FirstEnergy Corporation		66		2014		Retired President and Chief Executive Officer Federal Reserve Bank of Cleveland				—		—		•  Eaton Corporation plc •  Prudential Financial Inc.
Nancy Lopez Russell		63		2006		Founder, Nancy Lopez Golf Company		—		—				—
Alex Shumate		70		2009		Managing Partner, North America, Squire Patton Boggs (US) LLP		—		—				•  CyrusOne Inc.		71		2009		Ohio Strategic Relationship Partner Squire Patton Boggs (US) LLP		—		—				•  CyrusOne Inc.
Mark T. Smucker		50		2009		President and CEO, The J. M. Smucker Company		—		—		—		•  Kimberly-Clark Corporation		51		2009		President and Chief Executive Officer The J. M. Smucker Company		—		—		—		•  Kimberly-Clark Corporation
Richard K. Smucker		72		1975		Executive Chairman, The J.M. Smucker Company		—		—		—		—		73		1975		Executive Chairman The J. M. Smucker Company		—		—		—		—
Timothy P. Smucker		76		1973		Chairman Emeritus, The J. M. Smucker Company		—		—		—		—		77		1973		Chairman Emeritus The J. M. Smucker Company		—		—		—		—
Jodi L. Taylor		57		—		Chief Financial Officer, Chief Administrative Officer, and Secretary, The Container Store Group, Inc.				—		—		—		58		2020		Retired Chief Financial and Administrative Officer The Container Store Group, Inc.				—		—		•  Mister Car Wash, Inc.
Dawn C. Willoughby		51		2017		Former Executive Vice President and Chief Operating Officer, The Clorox Company		—		—				•  TE Connectivity Ltd.		52		2017		Former Executive Vice President and Chief Operating Officer The Clorox Company		—		—				•  TE Connectivity Ltd.

* Audit Committee         ^† Executive Compensation Committee         ^‡ Nominating, Governance, and Corporate Responsibility Committee

Chair    Financial Expert    Independent Director    Lead Independent Director    Member

 

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PROXYSUMMARY

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Corporate Governance Guidelines (the “Guidelines”) are designed to formalize the Board’s role and to confirm its independence from management and its role of aligning management and Board interests with the interests of shareholders. The Guidelines provide in pertinent part that:

a majority of Directors will be independent, as set forth under 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 the Chair of each of the Committees for each Committee executive session and by the Chair of each of the Committees on a rotating term of two years for each Board executive sessionlead independent director (in such role, the “Lead Independent Director”);, who will be selected by the independent Directors with input from the Executive Chairman and the Chief Executive Officer;

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;

allnon-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 thatnon-employee Directors own common shares with a value of no less than five times the annual cash retainer paid to eachnon-employee Director and that eachnon-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,non-employee Directors will not be eligible for nomination after reaching 7275 years of age;

each Director will advise the Executive Chairman and the Lead Independent Director in advance of accepting an invitation to serve on the board of another public company;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

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CORPORATE GOVERNANCE

the Corporate Secretary will provide all newly-elected Directors with materials and training in our Director orientation program and will also provide such additional Director training and orientation as appropriate.

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CORPORATE GOVERNANCE

Board Diversity

We greatly value diversity and the varying perspectives and experiences that emerge from a diverse group of people. Therefore, the Nominating Committee and the Board consider a diverse group of experiences, characteristics, attributes, and skills, including diversity in gender, ethnicity, race, age, and cultural and other backgrounds, in determining whether an individual is qualified to serve as a Director of the Company. While the Board does not maintain a formal policy regarding diversity, it does consider the diversity of the Board when evaluating Director nominees. Diversity is important because a variety of viewpoints contribute to a more effective decision-making process. The Nominating Committee and the Board also consider the composition of the Board as a whole in evaluating whether a particular individual should serve on the Board, as the Board seeks to comprise itself of members who, collectively, possess a range of relevant skills, experience, and expertise.

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CORPORATE GOVERNANCE

Experience, Qualifications, Attributes, Skills, and Diversity of Director Nominees

As mentioned above, in considering each Director nominee and the composition of the Board as a whole, the Nominating Committee looks for a diverse group of experiences, characteristics, attributes, and skills that relate directly to our management and operations. Success in specific categories is a key factor in our overall operational success and creating shareholder value. The Nominating Committee believes that Directors who possess some or all of the following experiences, characteristics, attributes, and skills are better able to provide oversight of our management and long-term and strategic objectives.

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CORPORATE GOVERNANCE

The Board believes that all of the Directors are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board. The specific experiences, qualifications, and skills that the Board considered in determining that each such person should serve as a Director are included in their individual biographies and also summarized further in the following table:

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CORPORATE GOVERNANCE

Director Resignation Policy

In connection with the adoption of a majority voting standard for uncontested elections of Directors, the Board adopted a Director resignation policy to address the situation in which one or more incumbent Directors fail to receive the required majority vote forre-election in an uncontested election. Under Ohio law, an incumbent Director who is notre-elected would remain in office as a “holdover” Director until his or her successor is elected. This Director resignation policy provides that an incumbent Director who is notre-elected with more “for” votes than “against” votes in an uncontested election will be expected to tender to the Board his or her resignation as a Director promptly following the certification of the election results. The Nominating Committee would then consider each tendered resignation and recommend to the Board whether to accept or reject each such tendered resignation. The Board would act on each tendered resignation, taking into account its fiduciary duties to the Company and our shareholders and the Nominating Committee’s recommendation, within 90 days following the certification of the election results. The Nominating Committee, in making its recommendation, and the Board in making its decision, may consider any factors or other information with respect to any tendered resignation that they consider appropriate, including, without limitation:

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.

Following the Nominating Committee’s recommendation and the Board’s decision, the Board will promptly and publicly disclose its decision whether to accept or reject each tendered resignation and, if applicable, the reasons for rejecting a tendered resignation. If a Director’s tendered resignation is rejected, he or she would continue to serve until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. If a Director’s tendered resignation is accepted, then the Board would have the sole discretion to fill any resulting vacancy or decrease the number of Directors, in each case pursuant to the provisions of and to the extent permitted by the Company’s Amended Regulations (the “Regulations”). Any Director who tenders his or her resignation pursuant to this policy would abstain from providing input or voting on the Nominating Committee’s recommendation or the Board’s action regarding whether to accept or reject the tendered resignation. While this description reflects the terms of the Board’s current Director resignation policy, the Board retains the power to amend and administer the policy as the Board, in its sole discretion, determines is appropriate. The Director resignation policy is posted on our website atwww.jmsmucker.com and a copy will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667.

Director Independence

We require that a majority of our Directors be “independent” as defined by the rules of the NYSE and the SEC. We may, in the future, amend the Guidelines to establish such additional criteria as the Board determines to be appropriate. The Board makes a determination as to the independence of each Director on an annual basis. The Board has determined that the following nineeight non-employee Directors are independent Directors: Kathryn W. Dindo,Susan E. Chapman-Hughes, Paul J. Dolan, Jay L. Henderson, Gary A. Oatey, Kirk L. Perry, Sandra Pianalto, Nancy Lopez Russell, Alex Shumate, Jodi L. Taylor, and Dawn C. Willoughby. Kathryn W. Dindo and Gary A. Oatey will be retiring from the Board when their current terms expire on August 19, 2020. The Board has also determined that Susan E. Chapman-Hughes and Jodi L. Taylor, who have been nominated by the Board to stand for election at the 2020 annual meeting of shareholders, will be independent Directors.

In general, “independent” means that a Director has no material relationship with us or any of our subsidiaries. The existence of a material relationship is determined upon a review of all relevant facts and circumstances and, generally, is a relationship that might reasonably be expected to compromise the Director’s ability to maintain his or her independence from our management.

The Board considers the issue of materiality from the standpoint of the persons or organizations with which the Director has an affiliation, as well as from the standpoint of the Director.

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CORPORATE GOVERNANCE

The following standards will be applied by the Board in determining whether individual Directors qualify as “independent” under the rules of the NYSE and the SEC. To the extent that these standards are more stringent than the rules of the NYSE or the SEC, such standards will apply. References to the Company include our consolidated subsidiaries.

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 ‘independent’ until three years after he or she ceases to receive more than $120,000 in any twelve-month period in such compensation during such time period.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.

In its review and application of the criteria used to determine independence, the Board considered the fact that we do business with organizations directly or indirectly affiliated with Paul J. Dolan and Kirk L. Perry, and affirmatively determined that the amounts paid to the entities affiliated with these individuals do not meet the threshold which would create an issue under the standards for determining independence.

The value of advertising and promotional activities sponsored with the Cleveland Indians organization, of which Mr. Dolan is the Chairman and Chief Executive Officer, in fiscal year 20202021 was approximately $295,515$84,350 and does not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of the Cleveland Indians.

The value of advertising services provided to us by Google Inc., of which Kirk L. Perry iswas the President, Brand Solutions until May 14, 2021, in fiscal year 20202021 was approximately $15,776,300$17,870,000 and does not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of Google Inc.

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CORPORATE GOVERNANCE

The value of consumer data, analytics, and insights services provided to us by IRI, of which Kirk L. Perry became the President and Chief Executive Officer as of May 17, 2021, in fiscal year 2021 was approximately $10,786,600 and does not exceed the greater of $1,000,000 or 2% of consolidated gross revenues of IRI.

Structure of the Board of Directors

Executive Chairman and Chief Executive Officer as Directors

The Regulations provide that one person may hold the positions of Executive Chairman and Chief Executive Officer. However, our Executive Chairman and Chief Executive Officer roles are currently held by different individuals. In addition, a majority of our Directors are independent, and the Board has a Lead Independent Director. Richard K. Smucker, our former Chief Executive Officer, currently serves as Executive Chairman. The Board believes that a current or former Chief Executive Officer is best situated to serve as Executive Chairman, because he is one of the Directors most familiar with our business and industry. The Board also believes that having a current or former Chief Executive Officer serve as Executive Chairman provides an efficient and effective leadership model for us by fostering clear accountability, effective decision-making, and alignment of corporate strategy. The Board’s independent Directors bring experience, oversight, and expertise from outside the Company and industry, while the Executive Chairman and the Chief Executive Officer bring Company and industry-specific experience and expertise. One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of its strategy once it is developed. The Board believes that its current management structure, together with independent Directors having the duties described above, is in the best interests of shareholders, because it strikes an appropriate balance for us; with a current or former Chief Executive Officer serving as Executive Chairman, there is unified leadership and a focus on strategic development and execution, while the independent Directors help assure independent oversight of management.

Board’s Role in Risk Oversight

Risk is inherent in any business, and our management is responsible for theday-to-day management of risks that we face. The Board, on the other hand, has responsibility for the oversight of risk management. In that role, the Board has the responsibility to evaluate the risk management process to ensure its adequacy and that it is implemented properly by management.

The Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. The Board meets regularly with senior management, including executive officers, to discuss strategy and risks facing the Company, including new and potentially disruptive risks such as those posed by theCOVID-19 pandemic. Senior management attends the Board’s quarterly meetings, as well as certain Committee meetings, to address any questions or concerns raised by the Board on risk management and any other matters. The Company’s Chief Legal and Compliance Officer and Secretary manages the Company’s compliance function and, along with the Vice ChairChief Financial Officer and the Chief FinancialStrategy and International Officer, the enterprise risk function, attends all Board meetings and Committee meetings that do not overlap, and provides periodic updates on risks and compliance issues facing the Company and the industry. Each quarter, the Board receives presentations from senior management on business operations, financial results, and strategic, risk, and compliance issues. In addition, senior management holds regular strategic planning sessions to discuss strategies, key challenges, and risks and opportunities for the Company. Senior management then reviews the results of each strategic planning session with the Board.

The Committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to management of major financial risk exposures, including in the areas of financial reporting, internal controls, hedging strategies, cybersecurity, and reviewing potential conflicts of interest. Risk assessment reports are regularly provided by management, and our internal auditors, and compliance professionals to the Audit Committee. In particular, the Audit Committee receives an update on cybersecurity matters at each regularly scheduled meeting and reports to the Board on key activities. The Board also receives an update on cybersecurity matters at least once a year. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company’s compensation policies and programs, including overseeing the Company’s compensation-related risk assessment described further below in this proxy statement and developing stock ownership and clawback guidelines for our executive officers. The Nominating Committee assists the

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CORPORATE GOVERNANCE

Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership, and structure, succession planning for Directors and executive officers, and corporate governance, including monitoring corporate governance issues, overseeing the Company’s corporate responsibility and sustainability programs (including ESG matters), and developing Director self-evaluations.

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CORPORATE GOVERNANCE

Procedures for Reporting Ethical, Accounting, Auditing, and Financial Related Issues

The Board has established procedures for employees to report violations of the Code of Conduct or complaints regarding accounting, auditing, and financial-related matters to their manager or supervisor, to the Chief Legal and Compliance Officer and Secretary, or directly to the Audit Committee. Reports to the Chief Legal and Compliance Officer and Secretary may be made in writing, by telephone, in person, or may be submitted anonymously through the Smucker Voice Line, which is managed by an independent third-party service provider and is available 24 hours a day, 7seven days a week, in multiple languages, and can be accessed via phone or through the Internet atwww.jmsmucker.com/contacthttp://jmsmucker.ethicspoint.com. Specifically, via phone in the U.S. and Canada, employees or concerned individuals can call toll-free1-844-319-9352; in other countries, employees or concerned individuals can access the applicable country number atwww.jmsmucker.com/contacthttp://jmsmucker.ethicspoint.com. We forbid retaliation, or threats of retaliation, against our employees who, in good faith, report violations of the Code of Conduct.

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ELECTION OF DIRECTORS

(Proposal 1 on the proxy card)

The Board currently has 12 Directors, and the Regulations fixbut Nancy Lopez Russell will not be up for re-election when her current term expires on August 18, 2021. Effective on that date, the number of Directors at 12. After many years of distinguished service, Kathryn W. Dindo and Gary A. Oatey will be retiring fromset at 11 pursuant to the Board when their current terms expire on August 19, 2020. We appreciate Ms. DindoRegulations, and Mr. Oatey for their years of service and thank them for their valuable guidance during their tenures with the Company. Allall remaining Directors will be up for election at thethis annual meeting of shareholders to hold office for a term of one year. In addition, Susan E. Chapman-Hughes and Jodi L. Taylor have been nominated by the Board to stand for election at the annual meeting. Unless instructed otherwise, the proxies intend to vote FOR the election of these nominees.

After many years of distinguished service, Nancy Lopez Russell will be retiring from the Board on August 18, 2021, at the expiration of her current term. We appreciate Ms. Lopez Russell’s years of service and thank her for her valuable guidance during her tenure with the Company.

Each nominee has agreed to serve if elected. If any nominee declines, is unable to accept such nomination, or is unable to serve (an event which is not expected), the Board reserves the right in its discretion to substitute another person or nominee or to reduce the number of nominees. In this event, the proxy, with respect to such nominee or nominees, will be voted for such other person or persons as the Board may recommend.

The members of the Board, including those who are listed in this proxy statement as nominees for election, with information about each of them based on data furnished to us by these persons as of July 1, 2020,2021, are as follows:

Nominees for Election as Directors Whose Proposed Terms Would Expire at the 20212022 Annual Meeting

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ELECTION OF DIRECTORS

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ELECTION OF DIRECTORS

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ELECTION OF DIRECTORS

The J. M. Smucker Company         2020 Proxy Statement			19

ELECTION OF DIRECTORS

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ELECTION OF DIRECTORS

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ELECTION OF DIRECTORS

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BOARD AND COMMITTEE MEETINGS

Board Meetings

During fiscal year 2020,2021, there were sevenfive meetings of the Board. All Directors are required to attend at least 75% of the total number of Board and Committee meetings for which they were eligible. During fiscal year 2020,2021, all Directors attended at least 75% of the total number of Board and Committee meetings for which they were eligible. We have not adopted a formal policy requiring Directors to attend the annual meeting of shareholders. However, all Directors attended the 20192020 virtual annual meeting of shareholders.

The Board has a Nominating Committee, a Compensation Committee, and an Audit Committee. All Committees are comprised entirely of independent Directors in accordance with the NYSE listing standards. Each Committee operates under a written charter, which is posted on our website atwww.jmsmucker.com. A copy of each charter will be provided free of charge to any shareholder submitting a written request to the Corporate Secretary, The J. M. Smucker Company, One Strawberry Lane, Orrville, Ohio 44667. Each Committee believes that its charter is an accurate and adequate statement of such Committee’s responsibilities, and each Committee reviews its charter on an annual basis to confirm that it continues to be an accurate and adequate statement of such responsibilities.

The table below shows current members of each of the Committees and the number of meetings held by each Committee in fiscal year 2020.2021. If Susan E. Chapman-Hughes and Jodi L. Taylor are electedis re-elected to the Board, the Board intends to appoint Ms. Chapman-Hughesher to the CompensationNominating Committee and Ms. Taylor to the Audit Committee, in each case immediately upon their election to the Board.such re-election.

Name

Audit Committee

Compensation Committee

Nominating Committee

Audit Committee

Compensation Committee

Nominating Committee

Kathryn W. Dindo

F

Susan E. Chapman-Hughes

Paul J. Dolan

Jay L. Henderson

F

F

Gary A. Oatey

Kirk L. Perry

Sandra Pianalto

F

F

Nancy Lopez Russell

Alex Shumate

Jodi L. Taylor

F

Dawn C. Willoughby

Number of Meetings

10

6

3

11

6

3

Chair Member F Financial Expert

Chair Member F Financial Expert

Chair Member F Financial Expert

Director Compensation

We use a combination of cash and stock-based compensation to attract, compensate, and retainnon-employee Directors who serve on the Board. The Compensation Committee engages its outside compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), to perform an annual review of Director compensation in order to remain aware of current trends in Director compensation. At the Compensation Committee’s January 20202021 meeting, Semler Brossy presented a competitive review of Director compensation (which is evaluated against the peer group set forth on page 4549 of this proxy statement) and Director compensation trends. Based on this review, the Compensation Committee and the Board did not recommend any Director compensation changes for fiscal year 2021.2022. Employee Directors do not receive compensation for their services as Directors.

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BOARD AND COMMITTEE MEETINGS

For fiscal yearyears 2021 and 2022, non-employee Directors received, or will be eligible to receive, the following compensation:

The annual grant of deferred stock units having a value of $150,000 is made in October of each year. The deferred stock units are awarded under The J. M. Smucker Company 20102020 Equity and Incentive Compensation Plan (the “2010“2020 Plan”), which was approved by our shareholders at our 2010 and 2015 annual meetings. If The J. M. Smucker Company 2020 Equity and Incentive Compensation Plan is approved by our shareholders at the 2020 annual meeting of shareholders, future annual grants of deferred stock units fornon-employee Directors will be made under such plan.meeting. The deferred stock units vest immediately upon grant and are entitled to dividends in an amount paid to all shareholders. These dividends are reinvested in additional deferred stock units.

During fiscal year 2021,non-employeeNon-employee Directors may elect to receive a portion of their annual retainer in the form of deferred stock units. Such amounts are deferred under the Nonemployee Director Deferred Compensation Plan, which was initially adopted by the Board on January 1, 2007 and most recently amended and restated on January 1, 20142021 (the “Nonemployee Director Deferred Compensation Plan”). All deferred stock units, together with dividends credited on those deferred stock units, will be paid out in the form of common shares upon termination of service as anon-employee Director (subject to a waiting period for deferred stock units granted in certain years).

For fiscal year 2020,The following table reflects compensation earned by the non-employee Directors were eligible to receive the following compensation:for fiscal year 2021:

2021 Director Compensation

The annual grant of deferred stock units having a value of $150,000 was issued out of the 2010 Plan. The deferred stock units vested immediately upon grant and are entitled to dividends in an amount paid to all shareholders. These dividends are reinvested in additional deferred stock units.

During fiscal year 2020,non-employee Directors could have elected to receive a portion of their annual retainer in the form of deferred stock units. Such amounts were deferred under the Nonemployee Director Deferred Compensation Plan. All deferred stock units, together with dividends credited on those deferred stock units, will be paid out in the form of common shares upon termination of service as anon-employee Director (subject to a waiting period for deferred stock units granted in certain years).

24		The J. M. Smucker Company         2020				2021 Proxy Statement			27

BOARD AND COMMITTEE MEETINGS

The following table reflects compensation earned by thenon-employee Directors for fiscal year 2020:

2020 Director Compensation