McCormick & Co CEO Brendan Foley Acquires Phantom Stock Units Under Non-Qualified Retirement Savings Plan

McCormick & Co's Non-Qualified Retirement Savings Plan and Phantom Stock Mechanism

McCormick & Company's Non-Qualified Retirement Savings Plan is a deferred compensation arrangement that allows senior executives to accumulate equity-linked interests in the company without immediately receiving shares of common stock. Under this plan, phantom stock units are credited to a participant's account, with each unit representing the right to receive one share of Common Stock – Voting upon distribution in accordance with the plan's terms.

This structure is commonly used by large-cap companies in the consumer staples sector to align executive compensation with long-term shareholder value. Because phantom stock does not represent an immediate grant of shares, it functions as a deferred, equity-linked benefit that ties the executive's financial interests directly to McCormick's stock performance over time. The disclosure confirms this transaction was an acquisition, coded accordingly in the beneficial ownership report filed with regulators.

Details of the July 13, 2026 Phantom Stock Acquisition by CEO Foley

According to the disclosure filed on July 15, 2026, Brendan M. Foley acquired 46.637 units of phantom stock on July 13, 2026. The filing states that the price of the derivative security was $53.75 per unit. The acquired units are held indirectly through the Non-Qualified Retirement Savings Plan, as indicated by the ownership form designation in the report.

The underlying security tied to these phantom stock units is McCormick's Common Stock – Voting, with the number of underlying shares corresponding directly to the number of phantom units acquired, also listed as 46.637 shares in the filing. The transaction was signed and reported by Jeffery D. Schwartz, identified as Attorney-in-Fact for the reporting person, on July 15, 2026, which is the date of the filing's submission.

Foley's Total Direct Holdings in McCormick Common Stock

Beyond the phantom stock transaction, the beneficial ownership report also discloses Foley's direct holdings in McCormick's common equity. The filing states that following the reported transaction, Foley beneficially owned 130,344.016 shares of McCormick Common Stock – Voting, held directly. This figure represents his direct stake in the company's voting common equity as of the date of the disclosure.

In addition, the filing discloses that Foley holds 1,754 shares of McCormick Common Stock – Non Voting, also held directly. These non-voting shares are a distinct class of common equity that McCormick maintains, reflecting the company's dual-class share structure. Together, these holdings underscore Foley's significant direct equity position in the company he leads as Chairman, President, and CEO.

McCormick's Dual-Class Share Structure and What It Means for Investors

McCormick & Company maintains two classes of publicly traded common stock: Common Stock – Voting, traded under the ticker MKC, and Common Stock – Non Voting, traded under the ticker MKC-V on NASDAQ. This dual-class structure is a defining feature of McCormick's capital framework and has historically allowed the company's founding family interests and long-term shareholders to retain voting influence while the broader public participates in the company's economic performance through non-voting shares.

The distinction between the two classes is relevant for investors interpreting insider ownership disclosures. In this filing, the phantom stock units are linked specifically to Common Stock – Voting, meaning their eventual conversion would add to the voting share pool. Investors tracking governance considerations at McCormick may find the allocation of equity-linked compensation to the voting share class a meaningful detail in understanding how executive incentive structures interact with the company's share class framework.

McCormick & Co: Business Profile and Market Position in the Flavor Sector

McCormick & Company is one of the world's largest manufacturers, marketers, and distributors of spices, seasoning mixes, condiments, and other flavorings. The company serves both the consumer segment — supplying retail products to grocery and mass-market channels under its iconic McCormick brand — and the flavor solutions segment, which provides proprietary seasonings, spice blends, and flavor ingredients to food manufacturers, foodservice operators, and restaurant chains globally.

Headquartered in Hunt Valley, Maryland, McCormick has built a diversified revenue model that spans North America, Europe, the Middle East, Africa, and the Asia-Pacific region. The company's products are used across virtually every major food category, from snacks and sauces to meat, seafood, and plant-based foods. This broad exposure to global food consumption trends positions McCormick as a bellwether in the consumer staples sector, and its executive compensation disclosures are closely monitored by institutional investors for signals of internal confidence in long-term business performance.

Role of the Non-Qualified Retirement Savings Plan in Executive Compensation

The Non-Qualified Retirement Savings Plan referenced in this disclosure is a supplemental executive retirement vehicle that operates outside the limits imposed on qualified retirement plans under the U.S. tax code. Such plans are frequently offered by Fortune 500 companies to senior executives as a way to provide additional deferred compensation benefits that would otherwise be restricted by IRS contribution limits applicable to standard 401(k) or pension arrangements.

Under McCormick's plan, as described in the filing, phantom stock units are payable in shares of Common Stock – Voting in accordance with the plan's terms. This means that Foley will ultimately receive actual McCormick voting shares — rather than cash — upon distribution, creating a direct and lasting link between his retirement wealth accumulation and the company's equity value. This type of plan design is viewed by compensation governance experts as a strong alignment mechanism between executive and shareholder interests.

Indirect Ownership Designation and Reporting Person Relationship to the Issuer

The filing designates the phantom stock holdings as indirectly owned, with the Non-Qualified Retirement Savings Plan identified as the nature of indirect beneficial ownership. This is a standard reporting treatment for securities held through a company-sponsored deferred compensation plan, where the executive holds a contractual right to future delivery of shares rather than direct legal title to the shares themselves.

The disclosure confirms that Brendan M. Foley is both a Director and an Officer of McCormick & Company, holding the title of Chairman, President & Chief Executive Officer. This dual role as both a board member and the company's top executive means Foley is subject to Section 16(a) reporting requirements under the Securities Exchange Act of 1934, which mandates timely public disclosure of changes in beneficial ownership of company securities by corporate insiders. The filing satisfies this obligation with respect to the July 13, 2026 transaction.

Attorney-in-Fact Filing and Procedural Compliance of the Ownership Report

The beneficial ownership report was signed on July 15, 2026, by Jeffery D. Schwartz, who is identified in the filing as Attorney-in-Fact for the reporting person, Brendan M. Foley. The use of an attorney-in-fact for the submission of insider ownership disclosures is a common and permissible practice under applicable regulations, and it does not alter the legal responsibility of the reporting person for the accuracy and completeness of the information contained in the document.

The filing notes, as is standard in all such disclosures, that intentional misstatements or omissions of facts constitute federal criminal violations under applicable U.S. law. This regulatory reminder underscores the legal framework within which all Section 16(a) reports are prepared and submitted. The timely filing of the report — within two business days of the transaction date of July 13, 2026 — indicates compliance with the regulatory deadline for insider transaction reporting.

Investor Considerations Surrounding Insider Phantom Stock Activity at McCormick

Insider acquisition activity, even when conducted through deferred compensation vehicles such as phantom stock plans, is frequently analyzed by market participants as an indirect indicator of executive confidence in a company's outlook. Because phantom stock units are ultimately payable in McCormick voting shares, any increase in Foley's phantom stock holdings represents a growing equity-linked exposure to the company's future stock performance, even if no open-market purchase was made.

Investors may be watching whether such accumulations through plan-based mechanisms continue at a consistent pace, as they can provide context for understanding how McCormick's leadership team views the company's long-term value proposition. The immediate share price impact of this disclosure was not clear from available public information. However, as McCormick continues to operate in a global flavor and spice market shaped by evolving consumer preferences, ingredient cost dynamics, and foodservice industry trends, the alignment of executive compensation with long-term equity performance remains a relevant factor for institutional and individual investors alike.