MCCORMICK & CO INC appointed Brendan M. Foley as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On June 27, 2023, the Board of Directors (the "Board") of McCormick & Company, Incorporated ("McCormick") appointed Brendan M. Foley as President and Chief Executive Officer of McCormick effective September 1, 2023. Mr. Foley has served as President and Chief Operating Officer since June 1, 2022. Mr. Foley will replace Lawrence E. Kurzius who will step down from his role as Chief Executive Officer effective September 1, 2023. Mr. Kurzius will continue thereafter as Executive Chairman of the Board. In addition, on June 27, 2023, the Board voted to increase its size from eleven to twelve members and elected Mr. Foley as a director with immediate effect. As an employee of the Company, Mr. Foley will not serve on any Board committees.


Mr. Foley, age 57, joined McCormick in 2014 and has held roles of increasing responsibility since that time, including: President and Chief Operating Officer (June 1, 2022 to present), President - Global Consumer, Americas and Asia (February 1, 2020 to June 1, 2022), President - Global Consumer and Americas (June 19, 2017 to February 1, 2020), President - Global Consumer and North America (June 1, 2016 to June 19, 2017), President - North America (June 1, 2015 to June 1, 2016), and President - U.S. Consumer Products Division (June 2, 2014 to June 1, 2015). Mr. Foley has been a member of the McCormick Management Committee since 2015.


Effective September 1, 2023, Mr. Foley will receive an annual base salary of $1,100,000 in connection with his new position. Mr. Foley will continue to participate in McCormick's annual cash management incentive bonus program with a target award level equal to 150% of his annual base salary and a maximum award level equal to 300% of his annual base salary. Mr. Foley has not been granted any additional equity or other compensation awards in connection with the new position at this time, however, Mr. Foley also will continue to participate in McCormick's long-term equity incentive compensation program at a level commensurate with his new position and on the same timing as other executive officers and as determined by McCormick's Compensation and Human Capital Committee. Mr. Foley will continue to participate in the other components of McCormick's executive compensation program, including various retirement and savings plans, health and welfare programs, and other benefits, which are described in McCormick's 2023 Proxy Statement.


As Executive Chairman of the Board, Mr. Kurzius' compensation will remain unchanged from his current arrangements through November 30, 2023, the end of McCormick's fiscal year, to reflect his assistance with Mr. Foley's transition. Effective December 1, 2023, Mr. Kurzius will receive an annual 


base salary of $1,250,000, but will not participate in McCormick's annual cash management incentive bonus program. Additionally, Mr. Kurzius will participate in McCormick's long-term equity incentive compensation program at a level commensurate with his new position, as determined by McCormick's Compensation and Human Capital Committee.


There was no arrangement or understanding between Mr. Foley and any other persons pursuant to which Mr. Foley was elected as a director or officer, and there are no related party transactions involving Mr. Foley that are reportable under Item 404(a) of Regulation S-K.