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MCCORMICK & CO INC

For the period ended Nov 30, 2025. Filed Feb 18, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 30, 2025 · Filed Feb 18, 2026

MKC-V$48.77-2.6%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

The tables and related disclosure below shows (i) the "total compensation" of our principal executive officers ("PEOs") and our other Named Executive Officers ("NEOs") as presented in the Summary Compensation Table ("SCT"), (ii) the compensation actually paid ("CAP") (as defined by the SEC in Item 402(v) of Regulation S-K under the Exchange Act) to our PEOs and our other Named Executive Officers, (iii) certain financial performance measures for the years shown in the table and (iv) the relationship of CAP to those financial performance measures. For purpose of this discussion, individuals holding the role of CEO for all or part of the year are identified as our

PEO; any other NEO not reported as a PEO in a given year are referred to as our "Non-PEO NEOs."

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our CHCC evaluates compensation decisions in light of company or individual performance. For discussion of how our CHCC seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis” beginning on page 28.

Year · SummaryCompensationTable Total forPEO 1($)(1,2) · SummaryCompensationTable Total forPEO 2($)(1,3) · CompensationActuallyPaid toPEO 1($)(1,2) · CompensationActuallyPaid toPEO 2($)(1,3) · AverageSummaryCompensationTable Total forNon-PEONamedExecutiveOfficers($)(1,2) · AverageCompensationActually Paidto Non-PEONamedExecutiveOfficers(1,3) · Value of Initial Fixed $100Investment Based On: · Net Income(millions)(6) · Net Sales(millions)(7)
TotalShareholderReturn(4) · Peer GroupTotalShareholderReturn(5)
202510,831,5819,333,2562,479,1252,247,34679.77102.38789.46,840.3
202410,849,62214,073,3564,083,5975,928,40690.40115.59788.56,723.7
202312,602,1335,213,1723,371,2052,570,1293,203,3261,527,32273.08110.54680.66,662.2
202210,426,035—12,878,229—2,797,1143,330,05294.13125.43682.06,350.5
202112,718,656—11,236,619—3,654,6872,867,88693.23102.80755.36,317.9

(1)Our PEOs and Non-PEO NEOs included in these columns reflect the following individuals:

YearPEO 1PEO 2Non-PEO NEOs
2025N/ABrendan M. FoleyMarcos M. Gabriel, Andrew D. Foust, Sarah J. Piper, Jeffery D. Schwartz
2024N/ABrendan M. FoleyLawrence E. Kurzius, Michael R. Smith*, Andrew D. Foust, Sarah J. Piper, Jeffery D. Schwartz.
2023Lawrence E. KurziusBrendan M. FoleyMichael R. Smith, Sarah J. Piper, Jeffrey D. Schwartz, and Malcolm Swift**
2022Lawrence E. KurziusN/ABrendan Foley, Michael R. Smith, Jeffrey D. Schwartz, and Malcolm Swift
2021Lawrence E. KurziusN/ABrendan Foley, Michael R. Smith, Jeffrey D. Schwartz, and Malcolm Swift
  • Mr. Smith is McCormick's former Executive Vice President and Chief Financial Officer, who retired February 28, 2025.

**Mr. Swift is McCormick's former Executive Vice President, Global Flavor Solutions and Chief Administrative Officer, who retired November 30, 2023.

(2)Amounts reflect the total compensation reported in the "Total" column of the SCT for each corresponding year. Amounts presented for Non-PEO NEOs are averages for the entire group in each respective year.

(3)CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the SCT:

Adjustments2025
PEO 2Other NEOs
Summary Compensation Table Total10,831,5812,479,125
(Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year(8,600,105)(1,462,591)
(Minus): Change in Pension Value and Nonqualified Deferred Compensation Earnings—(1,159)
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year10,259,8661,744,868
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years(2,757,971)(372,290)
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year——
Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(400,115)(140,607)
(Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year——
52McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement
Adjustments2025
AdjustmentsPEO 2Other NEOs
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation——
Compensation Actually Paid9,333,2562,247,346

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the SCT of this proxy statement.

Fiscal Year 2025Fiscal Year 2024Fiscal Year 2023Fiscal Year 2022Fiscal Year 2021
Restricted Stock Units
Stock Price$67.48-80.33$64.83 - $78.41$64.83 - $85.73$85.18 - $98.28$86.54 - $93.64
Performance Stock Units
Financial Metric Multiplier98.8%-155.0%155%-200%200%200%200%
TSR Realized Performance (Percentile)72P - 80P65P -71P29P - 42P24P - 42P43P - 44P
Volatility22.9% - 23.8%21.9% - 23.1%24.1% - 25.3%21.8% - 26.9%15.9% - 29.3%
Risk-Free Interest Rate3.5% - 3.6%4.1% -4.3%4.6% - 5.0%4.3.%-4.6%0.2% - 0.5%
Stock Options
Expected Life7.0 - 9.0 years7.0 -9.7 years4.0 - 7.8 years3.7 - 7.7 years2.7 - 7.7 years
Strike Price$76.03 - $97.26$65.99 - $97.26$69.31 - $97.26$69.31 - $97.26$52.98 - $89.16
Volatility23.4% - 25.3%23.1% - 24.9%22.3% - 24.4%21.8% - 23.5%20.7% - 22.8%
Dividend Yield2.2% - 2.7%2.2% - 2.6%1.8% - 2.6%1.5% - 1.8%1.5% - 1.7%
Risk-Free Interest Rate3.8% - 4.3%4.0% - 4.3%3.4% - 4.3%2.3% - 3.7%1.3% - 1.6%
Price-Vested Stock Options
Expected Life4.5 - 4.8 years3.7 - 4.4 years4.2 - 4.7 years5.0 - 5.5 years
Volatility22.1%24.7%23.0%21.0%
Dividend Yield2.3%2.6%1.8%1.7%
Risk-Free Interest Rate4.2%4.3% - 5.6%3.7% - 4.7%0.1% - 1.5%

(4)Total Shareholder Return, also referred to as Total Stockholder Return (TSR), represents the cumulative return on a fixed investment of $100 in the Company's common stock, for the period beginning on the last trading day of fiscal 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends.

(5)Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 500 Packaged Foods & Meats Sub Industry Index for the period beginning on the last trading day of fiscal 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. This is the industry index used for comparative purposes on the total return chart included in our Form 10-K.

(6)The dollar amounts reported represent the GAAP net income reflected in the Company's audited financial statements for the applicable year.

(7)Net Sales is reflected for each respective fiscal year and was selected as the Company's most important financial performance measure used to link CAP to PEOs and Non-PEO NEOs.

Financial Performance Measures

The following is an unranked list of the financial performance measures we consider most important performance measures used to link CAP for our Non-PEO NEOs to performance for the most recently completed fiscal year. Further information on our performance measures is described in our Compensation Discussion and Analysis beginning on page 28.

Net Sales

Adjusted Net Sales Growth

Adjusted EPS

Gross Profit

Stock Price

Total Stockholder Return

McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement53

Relationship between CAP vs. Cumulative TSR of Company and the Peer Group

The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:

CAP VS. TSR

PEO CAP (Kurzius)PEO CAP (Foley)Avg. CAP (Non-PEO NEO)Company TSRPeer Group TSR

Relationship between CAP vs. Net Income

The following chart illustrates the relationship between CAP for our PEOs and the average CAP for our Non-PEO NEOs against our net income:

CAP VS. NET INCOME

PEO CAP (Kurzius)PEO CAP (Foley)Avg. CAP (Non-PEO NEO)Net Income (millions)
54McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Relationship between CAP vs. Net Sales

The following chart illustrates the relationship between CAP for our PEOs and the average CAP for our Non-PEO NEOs against our Net Sales:

CAP VS. NET SALES

PEO CAP (Kurzius)PEO CAP (Foley)Avg. CAP (Non-PEO NEO)Net Sales (millions)

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Until fiscal 2024, it was the CHCC’s practice to approve ordinary course annual equity grants at its regularly-scheduled meeting in November and February of each fiscal year. In fiscal 2024, the Committee determined, due to administrative convenience, to consolidate approval of its ordinary course annual equity grants at its regularly scheduled meeting in January, for grants to be made in early February. At this meeting, the CHCC approved each executive officer's, including each Named Executive Officer's, annual equity awards.

McCormick doesnot schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”), nor does it release MNPI based on equity grant dates or time the

disclosure of MNPI for the purpose of affecting the value of executive compensation. In the event MNPI becomes known to the CHCC prior to granting an equity award, the CHCC will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety.

During fiscal 2025, McCormick did not grant stock options to any Named Executive Officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed any MNPI.

McCORMICK & COMPANY, INCORPORATED = 2026 Proxy Statement55
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.