Bramman has been a director since 2020 (within the 24-month exemption period has passed but tenure is under 6 years), MKC's 3-year TSR of -15.5% outperforms the peer median of -28.3% by +12.8pp which does not trigger the underperformance threshold, she has strong financial expertise as a former CFO serving as Audit Chair, no overboarding concerns (one outside public board seat), and attended all required meetings.

Conway has been a director since 2015 with relevant consumer packaged goods experience, MKC's 3-year TSR outperforms its peer median so the TSR trigger does not apply, he holds one outside public board seat which is within limits, and he met the 75% attendance requirement.

Dierker joined the board in February 2026, making him exempt from the TSR trigger under the 24-month new-director rule, and he brings relevant CEO and CFO experience in consumer packaged goods at Church & Dwight.

Foley has been a director since 2023, MKC's 3-year TSR of -15.5% outperforms the peer group median of -28.3% by +12.8pp so the underperformance trigger does not apply, and he holds one outside public board seat (Fortune Brands Innovations) which is within the sitting CEO limit of one outside seat.

Hattersley joined the board in February 2026, making him exempt from the TSR trigger under the 24-month new-director rule, and he brings extensive CEO and CFO experience in consumer beverages; he holds one outside public board seat at Zoetis which is within limits.

Mangan has been a director since 2007 and serves as Lead Director; MKC's 3-year TSR outperforms the peer median so the TSR trigger does not apply despite his long tenure, he holds no other public company board seats, and all attendance requirements were met.

Preston has been a director since 2003 and chairs the Nominating and Corporate Governance Committee; MKC's 3-year TSR outperforms the peer median so the TSR trigger does not apply, she holds one outside public board seat at Otis Worldwide which is within limits, and attendance requirements were met.

Rodkin has been a director since 2017 with strong consumer foods CEO experience; MKC's 3-year TSR outperforms the peer median so the TSR trigger does not apply, he holds one outside public board seat at Simon Property Group which is within limits, and attendance requirements were met.

Sheppard joined the board in 2024 (under 24 months ago), making her exempt from the TSR trigger, she has strong financial expertise as a former P&G EVP Controller and Treasurer qualifying as an audit committee financial expert, and holds one outside public board seat at Ibotta which is within limits.

Tapiero has been a director since 2012 with relevant international operations experience; MKC's 3-year TSR outperforms the peer median so the TSR trigger does not apply, he holds no other public company board seats, and attendance requirements were met.

Thomas joined the board in 2024 (under 24 months ago), making him exempt from the TSR trigger, and he brings relevant consumer packaged goods and food industry experience as Chief Growth Officer at Flowers Foods.