DEF 14A of Hormel Foods Corp /De/
Filed Dec 17, 2025 · FY20250000048465-25-000074
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs) | 45 | | Fiscal 2025 Summary Compensation Table | 45 | | Grants Of Plan-Based Awards For Fiscal 2025 | 48 | | Outstanding Equity Awards At Fiscal 2025 Year-End | 50 | | Vesting Schedule For Unexercisable Options | 51 | | Vesting Schedule For RSUs And Restricted Shares | 52 | | Option Exercises And Stock Vested For Fiscal 2025 | 52 | | Fiscal 2025 Pension Benefits | 53 | | Fiscal 2025 Nonqualified Deferred Compensation | 53 | | Potential Payments Upon Termination Or Change-in-Control | 54 | | CEO PAY RATIO DISCLOSURE | 59 | | PAY VERSUS PERFORMANCE DISCLOSURE | 60 | | EQUITY COMPENSATION PLAN INFORMATION | 64 | | RELATED PARTY TRANSACTIONS | 65 | | ITEM 3 – APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER (NEO) COMPENSATION | 66 | | ITEM 4 – APPROVAL OF THE HORMEL FOODS CORPORATION 2026 EQUITY AND INCENTIVE COMPENSATION PLAN | 67 | | VIEWING AND DELIVERY OF PROXY MATERIALS | 83 | | STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS | 83 | | OTHER MATTERS | 83 | | APPENDIX A - HORMEL FOODS CORPORATION 2026 EQUITY AND INCENTIVE COMPENSATION PLAN | A-1 |
ITEM 1 – ELECTION OF DIRECTORS
ITEM 1 – ELECTION OF DIRECTORS Currently, our Board consists of 12 directors whose terms expire at the 2026 Annual Meeting of Stockholders. Based on the recommendation of the Board’s Governance Committee, the Board has nominated the 12 current directors, as named in this Proxy Statement, for election at the 2026 Annual Meeting of Stockholders. The following biographies detail the age and principal occupations during at least the past five years for each director nominee; the year the nominee was first appointed to the Board; and the public company directorships they hold. If elected, each of the directors will hold office until the next annual meeting, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected. If any of such nominees become unavailable for any reason, it is intended that the proxies will vote for the election of such substitute persons as may be designated by the Board.
ITEM 1 – ELECTION OF DIRECTORS
| The Board recommends a vote FOR each of the 12 director nominees listed below. |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | D. SCOTT AAKRE, age 61, director since 2025. Mr. Aakre is the Company’s Group Vice President and Chief Marketing Officer for Retail, serving in that capacity since July 2023. Mr. Aakre expects to retire from his position with the Company in early 2026. He has served as a member of the Board since May 15, 2025. Mr. Aakre joined the Company in 1990 and has held a variety of management positions, including Senior Vice President of Brand Fuel from October 2022 to July 2023 and Vice President of Corporate Innovation and New Product Development from March 2011 to October 2022. He has served as a member of the board of directors of The Hormel Foundation since April 2025. In addition to his executive leadership experience, Mr. Aakre brings extensive marketing, digital commerce, and international business expertise to the Board, as well as deep knowledge of the Company and food industry developed during his 35-year career with the Company. | | | GARY C. BHOJWANI, age 57, director since 2014. Mr. Bhojwani is Chief Executive Officer of CNO Financial Group, Inc. (NYSE: CNO), a provider of health and life insurance and retirement solutions, a position he has held since January 2018. He was President of CNO Financial Group, Inc. from April 2016 to December 2017. Mr. Bhojwani was Chairman of Allianz Life Insurance Company of North America, a provider of retirement solutions, and a member of the Board of Management of Allianz SE from 2012 to 2015 and Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2011. He was President of Commercial Business, Fireman’s Fund Insurance Company from 2004 to 2007, Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002, and President, Trade Insurance Services from 1995 to 1997. Mr. Bhojwani is a member of the Board of Directors of CNO Financial Group, Inc. Mr. Bhojwani brings extensive expertise in risk management, finance and consumer product marketing to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE. | | | JEFFREY M. ETTINGER, age 67, director since 2025. Mr. Ettinger is Interim Chief Executive Officer of the Company, serving in that capacity since July 14, 2025. He has served as a member of the Board since March 20, 2025. Mr. Ettinger previously served the Company as Chairman of the Board and Chief Executive Officer from October 2015 to October 2016, Chairman of the Board, President, and Chief Executive Officer from November 2006 to October 2015, and President and Chief Executive Officer from January to November 2006. Mr. Ettinger served as Chairman of The Hormel Foundation from August 2018 through June 2023, and again from July 2024 to July 2025. He remains a member of the board of directors of The Hormel Foundation. Mr. Ettinger served as the Interim President of the University of Minnesota from June 2023 to June 2024. Mr. Ettinger served on the boards of The Toro Company, from July 2010 to May 2023, and Ecolab, Inc., from May 2015 to May 2023. In addition to his executive leadership experience, Mr. Ettinger brings practical finance, marketing, and legal expertise to the Board, as well as a deep knowledge of the Company and food industry developed during his combined tenure with the Company. |
DIRECTOR NOMINEES
| | JOHN F. GHINGO, age 53, director since 2025. Mr. Ghingo is President of the Company, serving in that capacity since July 14, 2025. He has served as a member of the Board since July 14, 2025. Mr. Ghingo previously served the Company as Executive Vice President, Retail from October 2024 to July 2025, Group Vice President, Retail from September to October 2024, and President of Applegate Farms, LLC, a Company subsidiary, from April 2018 to January 2022. From January 2022 to August 2024, Mr. Ghingo served as the Chief Executive Officer of Whisps Acquisition Corporation, a better-for-you snacking company. In addition to his executive leadership experience, Mr. Ghingo brings broad marketing, sales, and international business expertise to the Board, as well as in-depth knowledge of the Company and food industry developed during his tenure with the Company and other leading consumer packaged goods brands. |
DIRECTOR NOMINEES
| | STEPHEN M. LACY, age 71, director since 2011. Mr. Lacy retired from Meredith Corporation, a media and marketing company, in November 2020. He served Meredith Corporation as Chairman of the Board from March 2019 to November 2020, Executive Chairman of the Board from February 2018 to March 2019, Chairman of the Board and Chief Executive Officer starting in 2016, Chairman of the Board, President and Chief Executive Officer starting in 2010, President and Chief Executive Officer starting in 2006, President and Chief Operating Officer starting in 2004, President, Publishing Group, and President, Interactive and Integrated Marketing Group, starting in 2000, and Chief Financial Officer starting in 1998. Mr. Lacy is a member of the Board of Directors of First Interstate BancSystem, Inc. (NASDAQ: FIBK). He was a member of the Board of Directors of Meredith Corporation from 2004 to 2020. Mr. Lacy brings extensive expertise in finance, corporate development and consumer product marketing to the Board, as well as experience as the Chief Executive Officer of a company whose stock was traded on the NYSE. |
DIRECTOR NOMINEES
| | ELSA A. MURANO, Ph.D., age 66, director since 2006. Dr. Murano has served Texas A&M University as Director of the Norman Borlaug Institute for International Agriculture, Texas A&M AgriLife, since 2014, President Emerita since 2009, and Professor, Department of Animal Science since 2001. She was Interim Associate Vice Chancellor for Academic Strategic Initiatives, Texas A&M AgriLife from August 2021 to June 2022, Interim Director of the Norman Borlaug Institute for International Agriculture from 2012 to 2014, President of Texas A&M University from 2008 to 2009, and Vice Chancellor and Dean of Agriculture, Director of the Texas Agricultural Experiment Station from 2005 to 2007. Dr. Murano was Undersecretary for Food Safety, U.S. Department of Agriculture from 2001 to 2004. She is a member of the Board of Directors of Blue Bell Creameries USA, Inc. and the Board of Trustees of the International Livestock Research Institute. Dr. Murano brings preeminent food safety expertise and significant experience in agri-business and regulatory affairs to the Board. |
DIRECTOR NOMINEES
| | WILLIAM A. NEWLANDS, age 67, director since 2018. Mr. Newlands is President and Chief Executive Officer of Constellation Brands, Inc. (NYSE: STZ), a beverage alcohol company, a position he has held since March 2019. He served Constellation Brands, Inc. as President and Chief Operating Officer from February 2018 to February 2019, Executive Vice President and Chief Operating Officer from January 2017 to February 2018, Executive Vice President and President, Wine & Spirits Division from January 2016 to January 2017, and Executive Vice President and Chief Growth Officer from January 2015 to January 2016. Mr. Newlands was Senior Vice President and President, North America of Beam Inc., a beverage alcohol company, from 2011 to 2014 and Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc. from 2010 to 2011, and Senior Vice President and President, USA of Beam Global Spirits & Wine, Inc. from 2008 to 2010. Mr. Newlands is a member of the Board of Directors of Constellation Brands, Inc. He was a member of the Board of Directors of Canopy Growth Corporation (NASDAQ: CGC) from 2018 to 2021. Mr. Newlands brings extensive expertise in innovation, consumer product marketing, corporate development and international business to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE. |
DIRECTOR NOMINEES
| | CHRISTOPHER J. POLICINSKI, age 67, director since 2012. Mr. Policinski is Chief Executive Officer of CJP Leadership Partners, LLC, a consulting company, a position he has held since February 2021. He was Chief Executive Officer of VitaKey, Inc., a food ingredient company, from August 2020 to February 2021. Mr. Policinski retired from Land O’Lakes, Inc., a member-owned cooperative which produces and markets dairy-based food products and agricultural supplies, in June 2018. He served Land O’Lakes, Inc. as President and Chief Executive Officer from 2005 to 2018, as Chief Operating Officer of the Dairy Foods business unit from 1999 to 2005, and Vice President of Strategy and Business Development from 1997 to 1999. His prior experience includes various management positions at Kraft General Foods Corporation, a food company, Bristol-Myers Squibb Co. (NYSE: BMY), a biopharmaceutical and consumer goods company, and Pillsbury Company, a food company. Mr. Policinski is a member of the Board of Directors of Isidro Investments and a former member of the Board of Directors of Xcel Energy, Inc. (NASDAQ: XEL). Mr. Policinski brings extensive expertise in agri-business, consumer product marketing and corporate development to the Board, as well as experience as the Chief Executive Officer of a large Minnesota-based company operating globally in the food industry. | | | DEBBRA L. SCHONEMAN, age 57, director since 2024. Ms. Schoneman is President of Piper Sandler Companies (NYSE: PIPR), an investment bank and financial services company, a position she has held since 2018. She served Piper Sandler Companies as Chief Financial Officer from 2008 to 2017, as Treasurer from 2006 to 2008, and in various finance roles from 1990 to 2006. Ms. Schoneman is a member of the Board of Directors of Allina Health and the Board of Trustees of the University of St. Thomas. She was a member of the Board of Directors of Piper Sandler Companies from 2018 to 2021. Ms. Schoneman brings extensive expertise in finance and related functions and corporate development to the Board, as well as ongoing experience as the active President of a Minnesota-based publicly held company whose stock is traded on the NYSE. |
DIRECTOR NOMINEES
| | SALLY J. SMITH, age 67, director since 2014. Ms. Smith retired from Buffalo Wild Wings, Inc., a restaurant company, in February 2018. She served Buffalo Wild Wings, Inc. as President and Chief Executive Officer from 1996 to February 2018 and as Chief Financial Officer from 1994 to 1996. Ms. Smith was Controller from 1984 to 1987 and Chief Financial Officer from 1987 to 1994 of Dahlberg, Inc., a manufacturer of hearing aids. She began her career with KPMG LLP, an international accounting and consulting firm. Ms. Smith is a member of the Board of Directors of The Marvin Companies and the National Restaurant Association. Ms. Smith was a member of the Board of Directors of Digi International Inc. (NASDAQ: DGII) from 2018 to 2025, Buffalo Wild Wings Inc. from 1996 to 2017 and Alerus Financial Corporation (NASDAQ: ALRS) from 2007 to 2022. Ms. Smith brings extensive expertise in finance, corporate development and the foodservice industry to the Board, as well as experience as the Chief Executive Officer of a Minnesota-based company whose stock was traded on the NASDAQ. |
DIRECTOR NOMINEES
| | STEVEN A. WHITE, age 64, director since 2014. Mr. White retired from Comcast Corporation (NASDAQ: CMCSA), an entertainment and communications company, in December 2024, after serving as President, Special Counsel to CEO Comcast Cable since December 2020. He also served Comcast as President, Comcast West Division from 2009 to December 2020, as Regional Senior Vice President, Comcast California from 2007 to 2009, and as Regional Senior Vice President, Comcast Mid-South Region from 2002 to 2007. Mr. White was Regional Vice President of AT&T Broadband, LLC from 2000 to 2002 and Regional Vice President of Telecommunications, Inc. from 1997 to 2000. His prior experience includes various marketing positions with Colgate-Palmolive Company from 1991 to 1997. Mr. White is a member of the Board of Directors of W.W. Grainger, Inc. (NYSE: GWW). Mr. White brings significant expertise in digital commerce and consumer product marketing to the Board, as well as experience as the President of a large business. |
DIRECTOR NOMINEES
| | MICHAEL P. ZECHMEISTER, age 59, director since 2023. Mr. Zechmeister is former Chief Financial Officer of C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW), a global logistics company, a position he held from September 2019 to August 2024. He was Chief Financial Officer of United Natural Foods, Inc. (NYSE: UNFI), a distributor of grocery and non-food products in North America, from September 2015 to August 2019. Mr. Zechmeister was with General Mills, Inc. (NYSE: GIS), a global manufacturer and marketer of branded consumer foods, from 1990 to 2015, where he served in various finance executive roles, including as its Vice President, Finance, U.S. Retail Sales from 2007 to 2010, its Vice President and Treasurer from 2010 to 2012 and as Vice President, Finance, Yoplait USA from 2012 to 2015. Mr. Zechmeister is Chair of the Board of Advisors of Carlson School of Management, University of Minnesota. Mr. Zechmeister brings extensive expertise in finance, treasury and related functions to the Board, as well as significant knowledge of corporate development, logistics and the food industry. |
DIRECTOR NOMINEES
No family relationship exists between any of the director nominees or executive officers of the Company. Identifying and Evaluating Nominees for Director. The Company’s Corporate Governance Guidelines provide that the Board, with the assistance of the Governance Committee of the Board, shall select potential new Board members, based on its assessment and consideration of various factors, including qualifications, age, skills, experience, and independence of the candidates. The Governance Committee is responsible for establishing procedures to identify and review the qualifications of nominees for Board membership. The Governance Committee considers recommendations of director candidates made by directors, senior management, and our stockholders. The Governance Committee applies the same criteria for consideration of stockholder nominees as it does to nominees proposed by other sources. The Governance Committee may engage an independent search firm to assist the Governance Committee in identifying and evaluating potential director nominees to fill vacancies on the Board. Stockholders wishing to make a recommendation about a candidate for the Board may do so by contacting the Governance Committee, c/o Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912. Stockholders should send: 1.Name of the proposed candidate and their business and residence address; 2.A resume or biographical sketch of the proposed candidate, which includes their principal occupation or employment; 3.A document(s) evidencing the number of shares of Company stock currently held by the proposed candidate and the proposed candidate’s willingness to serve as a director if nominated and elected; and 4.A signed statement as to the submitting stockholder’s current status as a stockholder, which includes the stockholder’s address and the number of shares of Company stock currently held. The Governance Committee’s procedures for assessing potential nominees include first determining the Board’s and Company’s needs at the time of the recommendation. If appropriate, the Governance Committee then assesses proposed nominees based upon the resume and biographical information provided, the individual’s willingness to serve, and the proposed nominee’s business experience and leadership skills. This information is evaluated against the “Director Qualifications” criteria set forth below. If a proposed nominee is deemed potentially suited to meet the Board’s and Company’s needs, they may be invited to participate in a series of interviews, which are used to further evaluate candidates. On the basis of information learned during this process, the Governance Committee determines which nominees to recommend to the Board. Director Qualifications. In evaluating director candidates, the Governance Committee will consider the Board’s and Company’s needs at the time nominees are considered and, among other qualifications the Governance Committee deems appropriate, a candidate’s: •Intellect; •Integrity; •Broad-based experience at the policy-making level in business, government, education, or the public interest; •Analytical ability; •Absence of potential conflicts and ability to qualify as an independent director; •Ability and willingness to devote time and energy to effectively carry out all Board responsibilities; and •Unique qualifications, skills and experience. The Governance Committee seeks directors who can bring different sets of experiences, backgrounds, and perspectives to the Board. In addition, the Governance Committee reviews past performance on the Board for directors seeking reelection. The Board’s annual self-evaluation process assists the Governance Committee in this review. The Governance Committee recommends director nominees to the Board to submit, if approved by the Board, for election at the next annual meeting of stockholders. The Board selects director nominees based on its assessment and consideration of various factors. These factors include the current Board profile, the long-term interests of stockholders, the needs of the Company, and the goal of creating an appropriate balance of knowledge, experience, and diversity on the Board. Our Nominees for Director. Each of our director nominees is well qualified under the criteria described above. As employees of the Company, Messrs. Aakre, Ettinger, and Ghingo do not qualify as independent directors, but all other director nominees are independent. Our Board’s current composition represents a balanced approach to tenure, with 42% of the Board having less than five years of service, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. In addition, the Board’s current members bring different sets of experiences, backgrounds, and perspectives to the Board.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Our philosophy with respect to non-employee director compensation is to help align the interests of non-employee directors with the interests of our stockholders and to provide market competitive compensation commensurate with the work required to serve on the Board. Directors who also serve as employees are not entitled to any additional compensation for their service on the Board. The only changes to director compensation in Fiscal 2025 related to director service on the Board's CEO Search Committee and Transition Strategy and Support Committee, both of which were formed and dissolved during Fiscal 2025, and the appointment of an independent Chairman of the Board. For Fiscal 2025, our non-employee directors received a mix of cash retainers and restricted shares for their service. Specifically, non-employee directors received the following elements of compensation: •An annual cash retainer of $100,000 for service on the Board. •An annual cash retainer for service on the Board’s standing committees, as follows: •$10,000 for Audit Committee membership, or $25,000 for serving as the Chair; •$7,500 for Compensation Committee membership, or $20,000 for serving as the Chair; and •$5,000 for Governance Committee membership, or $15,000 for serving as the Chair. •An award of restricted shares of our common stock, with a value of $160,000. •For service as the Chairman of the Board, an additional cash retainer of $175,000. •For service as the Lead Director, an additional cash retainer of $30,000. •A cash retainer for service on the Board’s CEO Search Committee and Transition Strategy and Support Committee, both of which were formed and dissolved during Fiscal 2025, as follows: •$5,000 for CEO Search Committee membership, or $10,000 for serving as the Chair; and •$5,000 per meeting for Transition Strategy and Support Committee membership, and $20,000 for serving as the Chair, subject to an aggregate maximum of $100,000. Terms of Restricted Shares. Awards of restricted shares made to non-employee directors during Fiscal 2025 were made pursuant to the terms of the stockholder-approved Hormel Foods Corporation 2018 Incentive Compensation Plan (the “2018 Plan”) and a Restricted Stock Award Agreement between the Company and each non-employee director. The number of restricted shares granted was based on the value of the award divided by the closing market price of our common stock on the NYSE on the date of grant (rounded to the nearest whole share number). The restricted shares are subject to a restricted period, which generally expires upon the date of the Company’s next annual stockholders meeting for shares granted to directors elected at the annual stockholders meeting, and generally expires on the second succeeding annual stockholders meeting for shares granted to a director who joins the Board mid-year. Directors receive declared dividends on, and are entitled to vote, the restricted shares during the restricted period. Prorated Compensation. Non-employee directors first elected to the Board other than at the annual stockholders meeting receive a prorated annual retainer and prorated award of restricted shares, in each case based on the percentage of regular Board meetings remaining on the calendar from the time the director joins the Board to the next annual stockholders meeting. Non-employee directors appointed as a new committee Chair or member after the date of the annual stockholders meeting receive a prorated annual committee retainer based on the percentage of regular Board meetings remaining on the calendar from the time the director takes the new committee assignment to the next annual stockholders meeting. For Fiscal 2025, the cash retainer payments for service on the CEO Search Committee and Transition Strategy and Support Committee were not prorated for length of service during Fiscal 2025. Payment and Grant Timing. Cash retainers are paid to the Board in two installments, on February 1 and August 1, or the first business day thereafter if such date is not a business day. For directors elected at the 2025 Annual Meeting of Stockholders, the grant date for the award of restricted shares was February 3, 2025. The closing price of our common stock on the NYSE on February 3, 2025 was $29.60. This price resulted in an award of 5,405 restricted shares of our common stock to each non-employee director serving on that date. Other Programs. Non-employee directors may defer all or a portion of their cash retainers under the Company’s Non-employee Director Deferred Stock Subplan pursuant to the 2018 Plan. If a director elects to participate, their deferred cash fees are multiplied by 105% and credited as fully vested stock units under the plan. The stock units have the same value as our common stock and receive dividend equivalents as declared. Stock units under this plan do not have voting rights. Stock units are paid in shares of our common stock following a director’s termination of service. Prior to adoption of the 2018 Plan, non-employee directors were able to defer all or a portion of their cash retainers under the 2009 Non-employee Director Deferred Stock Plan on the same terms as those described above. Program Review and Approval. The Compensation Committee’s current policy is to review the non-employee director compensation program every other year. After this process was completed in late 2024, the non-employee director compensation program was not modified, except for the changes described above for Fiscal 2025 related to director service on the Board’s CEO Search Committee and Transition Strategy and Support Committee, both of which were formed and dissolved during Fiscal 2025, and the appointment of an independent Chairman of the Board. The next regular review of non-employee director compensation is scheduled to take place in late 2026. During its review, the Committee’s independent compensation consultant, Pearl Meyer, provides advice to the Committee regarding the program. In previous reviews, the independent consultant has analyzed each element of proposed non-employee director compensation, as well as the value of the proposed compensation overall, against the programs provided to the same Compensation Peer Group that the Committee uses to evaluate executive compensation. See “Designing the 2025 Compensation Program” on page 40 for a list of these peer companies. Any changes to the non-employee director compensation program are recommended for approval by the full Board. Compensation Earned for Fiscal 2025. The Fiscal 2025 compensation of each individual who served as a non-employee director during our Fiscal 2025 (which ran from October 28, 2024 to October 26, 2025) is shown in the following table.
COMPENSATION OF DIRECTORS
| DIRECTOR COMPENSATION FOR FISCAL 2025 | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total ($) | | Prama Bhatt(5) | — | — | — | — | | Gary C. Bhojwani | 125,000 | 159,988 | 18,126 | 303,114 | | Jeffrey M. Ettinger(6) | 55,000 | 160,003 | — | 215,003 | | Stephen M. Lacy | 130,000 | 159,988 | — | 289,988 | | Elsa A. Murano | 110,000 | 159,988 | — | 269,988 | | William A. Newlands | 295,000 | 159,988 | 12,157 | 467,145 | | Christopher J. Policinski | 107,500 | 159,988 | 43,669 | 311,157 | | Debbra L. Schoneman | 120,000 | 159,988 | — | 279,988 | | Sally J. Smith | 132,500 | 159,988 | 28,181 | 320,669 | | Steven A. White | 120,000 | 159,988 | 32,602 | 312,590 | | Michael P. Zechmeister | 137,500 | 159,988 | — | 297,488 |
COMPENSATION OF DIRECTORS
____________________________________ (1)Consists of cash retainers, including amounts voluntarily deferred under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the 2018 Plan. (2)Consists of the aggregate grant date fair value of restricted stock awarded to each non-employee director in Fiscal 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation – Stock Compensation). Each non-employee director other than Ms. Bhatt received an award of 5,405 restricted shares on February 3, 2025 (based on a closing market price of $29.60). Ms. Bhatt’s term on the Board expired on January 28, 2025. Mr. Ettinger served as a non-employee director from March 21, 2025 until he was appointed Interim Chief Executive Officer, effective July 14, 2025, and he received an award of 5,337 restricted shares on March 21, 2025 (based on a closing market price of $29.98). For more information on Mr. Ettinger’s officer compensation for Fiscal 2025, see “Compensation Discussion and Analysis” beginning on page 24. (3)As of October 26, 2025, non-employee directors held the following number of unvested shares of restricted stock:
COMPENSATION OF DIRECTORS
| Name | Unvested Shares of Restricted Stock (#) | | Prama Bhatt(5) | — | | Gary C. Bhojwani | 5,405 | | Jeffrey M. Ettinger(6) | 5,337 | | Stephen M. Lacy | 5,405 | | Elsa A. Murano | 5,405 | | William A. Newlands | 5,405 | | Christopher J. Policinski | 5,405 | | Debbra L. Schoneman(7) | 7,946 | | Sally J. Smith | 5,405 | | Steven A. White | 5,405 | | Michael P. Zechmeister | 5,405 |
COMPENSATION OF DIRECTORS
(4)Consists of dividend equivalents paid on stock units under the Company’s Non-employee Director Deferred Stock Subplan pursuant to the 2018 Plan and the 2009 Nonemployee Director Deferred Stock Plan. (5)Ms. Bhatt’s term on the Board expired on January 28, 2025. (6)Mr. Ettinger served as a non-employee director from March 21, 2025 until he was appointed Interim Chief Executive Officer, effective July 14, 2025, and the amounts reported here represent only Mr. Ettinger's compensation as a non-employee director during such time. Upon joining the Board on March 21, 2025 as a non-employee director, Mr. Ettinger received a grant of 5,337 restricted shares for 2025; the restricted period on these shares will lapse at the 2027 Annual Meeting of Stockholders, if Mr. Ettinger is still serving as of that date. For more information on Mr. Ettinger’s officer compensation for Fiscal 2025, see “Compensation Discussion and Analysis” beginning on page 24. (7)Ms. Schoneman joined the Board on September 21, 2024 and therefore received a prorated grant of 2,541 restricted shares for 2024; the restricted period on these shares will lapse at the 2026 Annual Meeting of Stockholders, if Ms. Schoneman is still serving as of that date.
Compensation Objectives
Compensation Objectives The Company’s executive compensation program was designed to help achieve two primary goals: •Attract and retain highly qualified executives; and •Incentivize our executives to deliver financial results that create long-term stockholder value. We believe these two goals are best achieved by providing a competitive total compensation program that offers competitive fixed pay (i.e., base salary and benefits) along with opportunities for variable, performance-based pay. Total compensation for our NEOs is leveraged toward performance-based compensation rather than base salary. Performance-based compensation is comprised of both short-term and long-term incentives. We believe that providing an appropriate balance of short-term and long-term incentives encourages executives to properly balance the need for consistent annual performance and long-term performance.
Principal Components of Pay
| Pay Component | Performance Factors | Performance Time Horizon | Performance Leverage | % of Target Total Direct Compensation for NEOs | | Base Salary | Individual performance | Annual | Low | 10 – 25% | | Operators’ Share Plan | EPS | Annual | Low/Moderate | 5 – 15% | | AIP | Company EBIT, Company Net Sales, Segment Net Sales | Annual | Moderate/High | 15 – 25% | | Cash-Based LTIP | Relative TSR, Organic Net Sales Growth, Return on Invested Capital | 3-years | High | 15 – 35% | | Stock Options | Stock price growth | 4-year vesting; 10-year term | High | 13 – 20% | | RSUs | Stock price | 3-year vesting | Moderate | 13 – 20% |
Incentive Plans
Incentive Plans Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value creation. For the NEOs, the mix of compensation elements is heavily weighted toward variable, performance-based compensation, and the Operators’ Share Plan, AIP, and LTIP each emphasize profitability and returns. Performance goals set forth in each of these plans are based on the annual operating plan approved by the Board. Incentives are granted under the 2018 Plan. The 2018 Plan is administered by the Compensation Committee and is utilized for short-term and long-term incentives and for cash and equity compensation programs. Details on each of these incentive plans follows. Operators’ Share Plan The Operators’ Share Plan is a short-term incentive program historically maintained by the Company. During Fiscal 2025, approximately 160 individuals participated in the Operators’ Share Plan, including each of the NEOs other than Mr. Ettinger. See “Recent Developments” on page 26 for information regarding the termination of the Operators’ Share Plan after the end of Fiscal 2025. This annual cash incentive plan rewards employee participants for achieving Company financial performance, as measured by EPS. Historically, upon becoming eligible for plan participation, an employee receives a grant of Operators’ Shares each year. Operators’ Shares are phantom units, not actual shares of our common stock, nor do they provide the right to receive the value of our stock. Operators’ Shares represent the right to receive performance-based cash compensation. The Compensation Committee has historically granted Operators’ Shares to the NEOs. Operators’ Shares are awarded at a level that seeks to result in competitive total annual cash compensation relative to market pay levels, taking into consideration length of service, the individual’s role and span of responsibility, and individual performance. The Compensation Committee grants Operators’ Shares at a level such that the total value of an NEO’s base pay plus the projected value of the Operators’ Shares approximates the 50th percentile of the competitive market data for base pay. For Fiscal 2025, our NEOs held the following number of Operators’ Shares:
Incentive Plans
| Name | Operators’ Shares (#) | | Jeffrey M. Ettinger | — | | James P. Snee | 200,000 | | Jacinth C. Smiley | 80,000 | | John F. Ghingo(1) | 100,000 | | Colleen R. Batcheler | 70,000 | | Swen Neufeldt | 80,000 |
Incentive Plans
(1)In connection with his appointment as President of the Company on July 14, 2025, Mr. Ghingo received an incremental grant of 35,000 Operators’ Shares (resulting in an aggregate total of 100,000 Operators’ Shares for Mr. Ghingo for Fiscal 2025). How the Plan Works For Fiscal 2025, the target value of a participant’s Operators’ Shares was an amount equal to the Company’s targeted annual EPS for Fiscal 2025, $1.58, multiplied by the number of Operators’ Shares the participant held. For example, if a participant held 100 Operators’ Shares and the Company’s target EPS for the year was $1.00, the participant’s targeted award under the Operators’ Shares would be $100. For purposes of the plan, EPS refers to the Company’s diluted net earnings per share, as reported in our financial statements filed with the SEC. Participants have historically received payments on their Operators’ Shares throughout the year. On each dividend payment date for our common stock, participants in the Operators’ Share Plan received dividend equivalents on each Operators’ Share granted. These dividend equivalents were cash payments in an amount equal to the per share dividend declared on a share of Company common stock multiplied by the number of Operators’ Shares granted. Following the end of the fiscal year, each participant in the plan was historically eligible for an additional payment equal to the positive difference, if any, between (1) the value received by multiplying the Company’s full year EPS by the number of Operators’ Shares granted to the participants and (2) the total value of “dividend equivalents” actually received during the fiscal year. Participants do not repay amounts to the Company if the calculation results in a negative value. Based on EPS for Fiscal 2025 of $0.87 per share and the amount received in dividend equivalent payments, the Operators’ Shares were earned at 73% of target. Accordingly, each NEO other than Mr. Ettinger received Operators’ Shares payments in the following aggregate amounts for Fiscal 2025:
Incentive Plans
| Name | Fiscal 2025 Operators’ Share Payments | | Jeffrey M. Ettinger | — | | James P. Snee | $232,000 | | Jacinth C. Smiley | $92,800 | | John F. Ghingo | $95,700 | | Colleen R. Batcheler | $81,200 | | Swen Neufeldt | $92,800 |
Incentive Plans
Annual Incentive Plan For Fiscal 2025, the AIP provided participants the opportunity to earn a cash payment based on the Company’s annual performance against a set of pre-defined performance metrics. For Fiscal 2025, target awards for our NEOs under the AIP were as follows:
Incentive Plans
| Name | Value of Fiscal 2025 AIP Award at Target | | Jeffrey M. Ettinger(1) | $576,923 | | James P. Snee | $1,850,000 | | Jacinth C. Smiley | $650,000 | | John F. Ghingo(2) | $618,990 | | Colleen R. Batcheler | $540,000 | | Swen Neufeldt(3) | $272,500 |
Incentive Plans
(1)Amount reflects a prorated portion of an annualized target incentive of $2,000,000 based on Mr. Ettinger's appointment as Interim Chief Executive Officer, effective July 14, 2025. (2)Amount reflects a prorated portion of an annualized target incentive of $912,500 based on Mr. Ghingo’s appointment as President, effective July 14, 2025, in excess of the value of Mr. Ghingo’s target award under the AIP related to his service during Fiscal 2025 as the Company's Executive Vice President - Retail equal to $500,000. (3)Amount reflects a prorated portion of an annualized target incentive of $280,000 based on an increase of $15,000 to Mr. Neufeldt’s target award under the AIP, effective April 28, 2025. Target award amounts under the AIP for the NEOs are based on the participant’s role and span of responsibility and the competitive market data. How the Plan Works For Fiscal 2025, the Compensation Committee selected EBIT and net sales as the AIP metrics. Performance levels at threshold, target, and maximum, and their corresponding payout levels, were established at the beginning of the fiscal year. The Fiscal 2025 AIP design, goals and plan performance were as follows:
Incentive Plans
| | Fiscal 2025 AIP Metrics | | | | | | Total Company EBIT | Total Company Net Sales | Retail Segment Net Sales | International Segment Net Sales | | Metric Weighting | 60% or 80% (Dependent on Role) | 20% or 40% (Dependent on Role) | | | | Target Level of Performance(1) | $1.167 billion | $12.135 billion | Not Disclosed | Not Disclosed | | Achieved Level of Performance | $963.441 million | $12.106 billion | $7.455 billion | $709.146 million | | Attainment as a % of Target(2) | 83% | 100% | Not Disclosed | Not Disclosed |
Incentive Plans
(1)We believe that the target-level goals in the Fiscal 2025 AIP can be characterized as requiring strong performance. Based on our historical performance, the Compensation Committee believed that attainment of this performance level, although uncertain, was reasonably possible. Threshold goals were more likely to be achieved, and the goals associated with a maximum payout would have required exceptional levels of performance. We have omitted Retail Segment Net Sales goals and International Segment Net Sales goals as confidential and proprietary information. (2)For Total Company EBIT and Total Company Net Sales: threshold performance of 80% of the Target Level of Performance would fund the AIP at 50% of target for each of these metrics; target performance of 100% of the Target Level of Performance would fund the AIP at 100% of target for each of these metrics; and maximum performance of 110% of the Targeted Level of Performance would fund the AIP at 200% of the targeted amount for each of these metrics. For Retail Segment Net Sales and International Segment Net Sales: threshold performance of 80% of the Target Level of Performance would fund the AIP at 50% of target for each of these metrics; target performance of 100% of the Target Level of Performance would fund the AIP at 100% of target for each of these metrics; and maximum performance of 120% of the Targeted Level of Performance would fund the AIP at 200% of the targeted amount for each of these metrics. In each case, awards are interpolated between discrete percentages. For Fiscal 2025, the calculation of the AIP metrics was as follows: •Total Company EBIT was calculated by deducting cost of products sold and our operating expenses from total Company Net Sales, as reported in our financial statements filed with the SEC, subject to the adjustments described below. •Total Company Net Sales, Retail Segment Net Sales, and International Segment Net Sales were equal to our net sales as reported in our financial statements filed with the SEC for the total company, Retail Segment, or International Segment, as applicable. The Compensation Committee retained discretion to adjust the amount of any award payout. The Committee also retained authority to modify a performance period and/or adjust or waive the achievement of performance goals for unusual or infrequently occurring events. Historically, adjustments to the Company's results have included items that did not reflect our ongoing core operations or were needed to ensure consistent time frame comparisons over the performance period. Adjustments to Total Company EBIT were made in Fiscal 2025 to exclude the impact of non-cash impairment charges recorded in the International and Retail segments equal to $234.5 million, certain non-recurring expenses related to the T&M initiative equal to $9.4 million, a one-time loss from the sale of a non-core sow operation equal to $11.3 million, a one-time loss from the settlement of a legal matter equal to $240,000, and a one-time gain from the settlement of a legal matter equal to $11.0 million. See “Use of Adjustments in Incentive Compensation Plans” on page 42. The actual Fiscal 2025 AIP payouts to our NEO were as follows:
Incentive Plans
| Name | Fiscal 2025 Target Incentive | Fiscal 2025 AIP Payout | AIP Payout as % of Target | | Jeffrey M. Ettinger(1) | $576,923 | $380,769 | 66% | | James P. Snee | $1,850,000 | $1,221,000 | 66% | | Jacinth C. Smiley | $650,000 | $429,000 | 66% | | John F. Ghingo(2) | $618,990 | $438,774 | 71% | | Colleen R. Batcheler | $540,000 | $356,400 | 66% | | Swen Neufeldt(3) | $272,500 | $183,938 | 68% |
Incentive Plans
(1)Amount reflects a prorated portion of an annualized target incentive of $2,000,000 based on Mr. Ettinger’s appointment as Interim Chief Executive Officer, effective July 14, 2025. (2)Amount reflects a prorated portion of an annualized target incentive of $912,500 based on Mr. Ghingo’s appointment as President, effective July 14, 2025, in excess of the value of Mr. Ghingo’s target award under the AIP related to his service during Fiscal 2025 as the Company's Executive Vice President - Retail equal to $500,000. (3)Amount reflects a prorated portion of an annualized target incentive of $280,000 based on an increase of $15,000 to Mr. Neufeldt’s target award under the AIP, effective April 28, 2025. Long Term Incentives Our NEOs are also eligible for a set of incentive opportunities that are designed to compensate them for performance over a longer period. During Fiscal 2025, these opportunities were provided in the form of cash-based LTIP performance awards, stock options and restricted stock units (“RSUs”) each granted under the 2018 Plan. Cash-Based Long Term Incentive Plan Our cash-based LTIP is designed to provide a small group of key employees selected by the Compensation Committee with an incentive to help maximize stockholder value. LTIP performance awards granted for Fiscal 2025 provide an incentive opportunity based on several company financial metrics, including organic net sales growth, return on invested capital (“ROIC”) and the Company’s long-term TSR performance compared to a peer group. How the LTIP Performance Awards Work Under the LTIP, the Compensation Committee grants each participant, including each of the NEOs, a target dollar award opportunity covering a three-year performance period. Participants can have up to three overlapping LTIP performance awards outstanding at any time. Prior to Fiscal 2024, the sole performance metric in the LTIP was relative TSR. The LTIP award for the performance period that ended in June 2025 was based solely on relative TSR. The three-year performance cycles that began in Fiscal 2024 and Fiscal 2025 include three metrics: •Relative TSR, weighted 50%; •ROIC, weighted 25%; and •Organic Net Sales Growth, weighted 25%. Relative TSR: Our calculation of relative TSR under the LTIP measures the change in our stock price during the performance period and assumes a reinvestment of any dividends paid. For awards granted in Fiscal 2025, if our actual relative TSR for the three-year period is at the 50th percentile of the peer group, then this component of the program is funded at target levels. If our actual relative TSR ranks highest among the peers, then the award payout for this component of the program equals three times the target opportunity. This component of the program is not funded unless our actual relative TSR is above the 25th percentile of the peers for the performance period. Awards will be interpolated for Company performance between these discrete points. ROIC: For purposes of the Fiscal 2025-2027 LTIP, which covers the performance period from October 27, 2025 through October 29, 2028, we calculate ROIC for the last year in the performance period, recognizing that business decisions made in the first two years of the performance period impact such ROIC, by dividing our Net Earnings by our Invested Capital: •Net Earnings means our annual earnings after taxes for the final year in the performance period, as set forth in our financial statements as filed with the SEC; and •Invested Capital means the five-quarter average of our Total Debt and Shareholders’ Investment, as set forth in our financial statements as filed with the SEC. The five quarters will be the 4th quarter of the second year of the performance period and the 1st, 2nd, 3rd and 4th quarters of the final year of the performance period. If our ROIC is 10%, then this component of the program is funded at target award levels. The Compensation Committee may adjust ROIC to exclude the impact of accretion expense, goodwill impairment, charges for reorganizing or restructuring, charges from asset write-downs, acquisitions or divestitures, foreign exchange gains or losses, changes in accounting principles or tax laws, rules or regulations, and extraordinary, unusual, transition, one-time, and/or non-recurring items as determined by the Compensation Committee from time-to-time. Organic Net Sales Growth: We calculate Organic Net Sales Growth for purposes of the 2025-2027 LTIP by determining the percentage year-over-year growth in net sales, excluding the impact, if any, of acquisitions and divestitures, for each fiscal year during the applicable performance period. If our Organic Net Sales Growth for the three-year period beginning in Fiscal 2025 is 2.5%, then this component of the program is funded at target award levels. The Compensation Committee may adjust Organic Net Sales Growth for extraordinary, unusual, transition, one-time, and/or non-recurring items as determined by the Compensation Committee from time-to-time. We believe that the target-level goals in the 2025-2027 LTIP can be characterized as requiring strong performance. Based on our historical performance, the Compensation Committee believes that attainment of the target performance level for each metric, although uncertain, is reasonably possible. Threshold goals are more likely to be achieved, and the goals associated with a maximum payout will require exceptional levels of performance. Notwithstanding the Compensation Committee’s decision to move away from a single-metric approach in the LTIP, thereby increasing the ability of our NEOs to receive a payout on these awards without regard to conditions over which they do not have direct control, the Compensation Committee felt that the program should continue to be weighted most heavily towards a relative performance metric. The Compensation Committee believes it has designed the LTIP awards in a manner that serves as a balance against the absolute performance nature of the stock options and RSUs provided to the NEOs. In other words, if our TSR over a three-year period underperforms the TSR of a peer group in a broader stock market that is very strong, the stock options and shares received upon vesting of the RSUs may be valuable, but the LTIP awards will be worth less. Conversely, if our TSR over a three-year period outperforms that of our peers in a very weak stock market, the options and shares received upon vesting of the RSUs may be worth less, but the LTIP awards would generate value. For the 2025-2027 LTIP, the Compensation Committee selected the following peer group of publicly traded food industry companies for use in calculating relative TSR.
Incentive Plans
| The Campbell's Company | The Hain Celestial Group, Inc. | PepsiCo Inc. | | The Clorox Company | The Hershey Company | Pilgrim’s Pride Corporation | | The Coca-Cola Company | The J.M. Smucker Company | Post Holdings, Inc. | | Conagra Brands, Inc. | Kellanova | Seaboard Corporation | | Flowers Foods, Inc. | The Kraft Heinz Company | TreeHouse Foods, Inc. | | Fresh Del Monte Produce Inc. | McCormick & Company, Inc. | Tyson Foods, Inc. | | General Mills, Inc. | Mondelez International, Inc. | |
Incentive Plans
This peer group is the same as the LTIP peer group approved for the Fiscal 2024 through Fiscal 2026 cycle of the program. LTIP award payouts are capped at three times the target award; such an outcome would require exceptional performance. The Compensation Committee retains discretion to reduce the amount of any award payout. Target awards for our NEOs under each cycle of the LTIP outstanding during Fiscal 2025 was as follows:
Incentive Plans
| Name | Target Award: June 2022 through June 2025(1) | Target Award: Fiscal 2024 through Fiscal 2026(2) | Target Award: Fiscal 2025 through Fiscal 2027 | | Jeffrey M. Ettinger | — | — | — | | James P. Snee | $3,500,000 | $4,471,100 | $4,000,000 | | Jacinth C. Smiley | $450,000 | $617,300 | $565,000 | | John F. Ghingo(3) | $125,000 | $831,410 | $1,340,764 | | Colleen R. Batcheler(4) | $153,654 | $373,590 | $485,000 | | Swen Neufeldt | $140,000 | $185,190 | $175,000 |
Incentive Plans
(1)For this LTIP performance period, awards were based solely on relative TSR, which was below threshold and resulted in no payout. (2)Includes the value of transition grants made as a result of the change in performance cycle timing in the following amounts: Mr. Snee: $471,100; Ms. Smiley: $67,300; and Mr. Neufeldt: $20,190. (3)Amounts reflect prorated participation in each cycle based on Mr. Ghingo’s length of service during the relevant performance period and an updated annual target incentive amount for Mr. Ghingo equal to $1,600,000 based on his appointment as President, effective July 14, 2025. (4)Amounts reflect prorated participation in each cycle based on Ms. Batcheler’s length of service during the relevant performance period, based on a target award of $470,000 for the June 2022 through June 2025 performance period and the Fiscal 2024 through Fiscal 2026 performance period. In setting the cash incentive target for each participant, the Compensation Committee considers the responsibilities of the employee, his or her contributions to the Company’s success, and competitive market data. Upon review of these factors, Ms. Smiley, Ms. Batcheler, and Mr. Neufeldt received increases for their target LTIP awards for the three-year cycle beginning in Fiscal 2025. If, during any three-year performance period, a subsequent target award is increased or decreased due to a promotion or job change, as was the case for Mr. Ghingo during Fiscal 2025, that change will be applied to any existing target awards as of the subsequent award’s grant date. Equity-Based Incentives The 2018 Plan also allows the Compensation Committee to grant several types of equity awards to employees, including stock options, RSUs and other stock-based awards. To further align the interests of our NEOs with those our stockholders, our executive compensation program for Fiscal 2025 included the granting of stock options and RSUs. The Compensation Committee determined the total equity award value to be granted to each of our NEOs in a manner meant to generally reflect the Compensation Committee’s assessment of the influence an employee’s position has on stockholder value. The Compensation Committee took into consideration the individual’s contributions to the Company during the last fiscal year, potential for contributions in the future, and market data. Based on its review of these factors, Ms. Smiley, Ms. Batcheler, and Mr. Neufeldt received increases in the total value of their targeted equity for Fiscal 2025. For Fiscal 2025, the total equity award value was delivered to our NEOs 50% in the form of stock options and 50% in the form of RSUs (except for Mr. Ettinger) as follows:
Incentive Plans
| Name | Total Target Equity Award Value for Fiscal 2025 ($) | Stock Options Granted for Fiscal 2025 (#)(1) | RSUs Granted for Fiscal 2025 (#)(2) | | Jeffrey M. Ettinger(3) | $5,625,022 | 750,000 | 63,605 | | James P. Snee | $3,999,783 | 349,000 | 67,568 | | Jacinth C. Smiley(4) | $1,430,119 | 104,700 | 21,312 | | John F. Ghingo(5) | $1,030,922 | 81,200 | 16,001 | | Colleen R. Batcheler | $969,962 | 71,000 | 14,457 | | Swen Neufeldt(6) | $800,159 | 47,600 | 14,504 |
Incentive Plans
(1)The number of stock options granted was calculated by dividing the intended grant value to be delivered by the Black-Scholes value, rounded to the nearest 100 shares. (2)The number of RSUs granted was calculated by dividing the intended value to be delivered by the closing market price of our common stock on the NYSE on the date of grant, rounded up to the nearest whole unit. (3)In connection with his appointment as Interim Chief Executive Officer, effective July 14, 2025, Mr. Ettinger became entitled to an equity grant with a grant date fair value of $7,200,000, approximately 75% of which was designed to consist of a stock option award and 25% of which was designed to consist of RSUs, in each case vesting in substantially equal installments on October 25, 2026 and April 25, 2027. Mr. Ettinger is not expected to receive any additional equity grants during his tenure as Interim Chief Executive Officer. To implement his grant, on August 5, 2025, Mr. Ettinger received a grant of 63,605 RSUs and a stock option grant representing the right to purchase 750,000 shares of common stock (the “August Stock Option Grant”). The number of shares of common stock subject to the August Stock Option Grant was automatically capped at 750,000 shares by operation of an annual individual participation limit in the 2018 Plan. The difference in value between the August Stock Option Grant and the stock option portion of Mr. Ettinger's full grant in connection with his appointment as Interim Chief Executive Officer is expected to be granted to Mr. Ettinger in early calendar year 2026. (4)Amounts reflect an annual target equity award value of $1,130,000, plus a supplemental equity grant equal to $300,000, in each case granted on December 10, 2024. (5)Amounts reflect a prorated portion of Mr. Ghingo’s annualized target equity award value. Until his appointment as President, effective July 14, 2025, Mr. Ghingo’s target equity award value was $800,000, and he received a grant on December 10, 2024 to reflect such amount. On August 5, 2025, Mr. Ghingo received an incremental grant, to reflect his new annual target equity award value of $1,600,000. (6)Amounts reflect an annual target equity award value of $350,000 granted on December 10, 2024, plus two supplemental RSU grants during Fiscal 2025: an RSU grant with a value equal to $300,000 granted on December 10, 2024, and an RSU grant with a value equal to $150,000 granted on June 10, 2025. How the Stock Options and RSUs Work Stock options are intended to provide long-term performance-based compensation tied specifically to increases in the price of our stock, aligning the financial interests of our NEOs with those of our stockholders. Except for the stock option grant made to Mr. Ettinger, stock options granted in Fiscal 2025 vest equally over a four-year period and have a term of ten years. This extended vesting period and term encourage NEOs to balance how business decisions made in the near-term affect the Company’s long-term stock price performance. The stock options granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027 and have a term of 10 years. Stock options are always granted with an exercise price equal to the closing market price of our common stock on the NYSE on the date of grant. RSUs generally have a three-year cliff vesting schedule, which serves as a retention incentive. The RSUs granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027. Upon vesting, each RSU is settled in the form of a share of freely tradeable common stock. RSUs are credited with dividend equivalents in the form of additional RSUs each time a cash dividend is paid on our common stock. The declared dividends multiplied by the number of RSUs held are deemed reinvested in additional RSUs based on the market value of our common stock on the dividend payment date. Such additional RSUs are subject to the same terms as the underlying RSUs, including the timing of vesting and settlement. Stock options and RSUs are granted annually in December following our release of year-end financial results, for all eligible employees, including the NEOs, except the CEO. This practice helps ensure that grant dates cannot be manipulated for a more favorable exercise price or market price. Other than the grants made to Mr. Ettinger in connection with this appointment as Interim Chief Executive Officer, the Compensation Committee has determined to make the CEO’s stock option and RSU grants effective the same date as the non-employee directors’ restricted share grants, which is February 1 or the first business day thereafter. This date was chosen because it falls shortly after conclusion of the annual CEO evaluation process. See “Equity Grant Timing” on page 43 for additional information.
Other Fiscal 2025 Compensation Programs
The SIPE pays a benefit to the employee’s spouse or dependent child(ren) equal to 60% of average salary (based on a five-year average) for up to 20 years if the eligible employee died while actively employed. If the payment is made to a beneficiary instead of a spouse or dependent child(ren), the maximum duration is five years (for participants joining the SIPE in 2000 or after) or 20 years (for participants joining the SIPE prior to 2000). For officers first elected prior to October 26, 2009, which includes NEOs Mr. Ettinger and Mr. Snee, an additional benefit is available. For these individuals, if the employee died after retirement, payment to the spouse or dependent child is 1% per year of service up to 40% of average salary for 15 years. If the payment is made to a beneficiary, not to a spouse or dependent child(ren), the maximum duration is five years (for participants joining the SIPE in 2000 or after) or ten years (for participants joining the SIPE prior to 2000). Perquisites We provide limited perquisites to our senior management, including our NEOs. We maintain aircraft for business use. Previously, the Compensation Committee determined that for health, safety, scheduling of Company business and productivity reasons, it was in the interest of stockholders to permit Mr. Snee to use this aircraft to conduct certain personal travel. In connection with his appointment as President, the Board authorized Mr. Ghingo to use Company aircraft for commuting purposes, up to a pre-set level of aggregate incremental cost to the Company, while he completes his relocation to Austin, Minnesota. The taxable value of non-business use of Company aircraft is imputed as taxable income to the appropriate individual in accordance with Internal Revenue Code regulations, and the incremental cost of providing this benefit is included in the Fiscal 2025 Summary Compensation Table as All Other Compensation. The Company maintains a condominium in Vail, Colorado. The condominium is made available to members of senior management as a vacation destination. The taxable value of the use of this property is imputed as taxable income to the employee, in accordance with Internal Revenue Code regulations, and the incremental cost of providing this benefit is included in the Fiscal 2025 Summary Compensation Table as All Other Compensation. The Company provides a vehicle to certain members of senior management, including each of its NEOs. Due to business travel needs, the Company has chosen to provide a Company car in lieu of paying mileage for the use of a personal vehicle. The annual taxable value of the vehicle is imputed as taxable income to the employee, in accordance with Internal Revenue Code regulations, and the incremental costs of providing this benefit is included in the Fiscal 2025 Summary Compensation Table as All Other Compensation. The Company provides a designated group of managers, including each of its NEOs, an annual medical physical. Assuring these key managers are in good health minimizes the chance business operations will be interrupted due to an unexpected health condition. The annual taxable value of the physical is imputed as taxable income to the employee, in accordance with Internal Revenue Code regulations, and the incremental costs of providing this benefit is included in the Fiscal 2025 Summary Compensation Table as All Other Compensation. Interim CEO Commencement of Employment In connection with Mr. Ettinger’s appointment as Interim CEO, the Company has entered into an Employment Agreement, dated June 20, 2025, with Mr. Ettinger (the “Ettinger Employment Agreement”). By its terms, the Ettinger Employment Agreement will expire, and Mr. Ettinger’s service as Interim CEO will automatically terminate, on October 25, 2026. Under the Ettinger Employment Agreement, Mr. Ettinger is entitled to the following compensation and benefits during the term of the Ettinger Employment Agreement: (1) an annual base salary at a rate of $1,200,000 per year; (2) participation in the Company’s AIP, with a target award opportunity equal to $2,000,000 for each fiscal year (prorated for partial fiscal years occurring during the term of the Ettinger Employment Agreement); (3) a one-time equity grant under the Company’s long-term incentive compensation program with a grant date fair value of $7,200,000, approximately 75% of which was designed to consist of a stock option award and 25% of which was designed to consist of time-based restricted stock units, in each case vesting in substantially equal installments on October 25, 2026 and April 25, 2027 (which award was partially granted in 2025, with the remainder of the option grant to be made in 2026); (4) standard executive benefit and health and welfare plan participation; and (5) four weeks of paid vacation for the portion of 2025 during which Mr. Ettinger served as our Interim CEO, and six weeks of paid vacation for the period of January 1, 2026 through October 26, 2026. Mr. Ettinger will not be eligible for any additional equity grants during his tenure as Interim CEO. Upon conclusion of Mr. Ettinger’s service as Interim CEO on October 25, 2026 (or, if earlier, upon his death or disability), Mr. Ettinger will be entitled to receive: (1) his annual base salary earned but not yet paid, any reimbursable expenses incurred but not yet reimbursed, and any vacation accrued, through such date; (2) any earned but not yet paid AIP for the year of his termination; and (3) payment of any benefits due under any other applicable Company plans or agreements. If Mr. Ettinger’s employment terminates for any reason other than due to the expiration of the Ettinger Employment Agreement (or his earlier death or disability), Mr. Ettinger will be entitled to receive only his annual base salary through his date of termination, and payment of any benefits due under any other applicable Company plans or agreements, including, in the event of a termination by the Company without “cause” (as defined in the Ettinger Employment Agreement) continued vesting of his equity awards. President Commencement of Employment In connection with Mr. Ghingo’s appointment as President, the Company has entered into an Employment Agreement, dated June 20, 2025, with Mr. Ghingo (the “Ghingo Employment Agreement”). By its terms, the Ghingo Employment Agreement will expire on December 31, 2026, unless it is extended or earlier terminated.
Designing the Fiscal 2025 Compensation Program
Designing the Fiscal 2025 Compensation Program The Compensation Committee engaged in a thorough process to design the Fiscal 2025 compensation program for the NEOs. To help ensure that its design objectives were met, and that the program elements were reasonable, the Committee used a variety of inputs. Annual Say on Pay Vote. Consistent with the stockholders’ expressed preference, the Board has determined that an advisory vote on executive compensation will be conducted every year. In the advisory vote taken at the 2025 Annual Meeting of Stockholders, more than 96% of the shares voting for, against, or abstained from voting on our NEOs’ executive compensation voted in favor of the program. The Compensation Committee took this favorable vote into account in determining executive compensation policies and decisions since that vote. The Compensation Committee viewed the vote as an expression of the stockholders’ general satisfaction with the Company’s program. Independent Compensation Consultant. The Compensation Committee uses a compensation consultant, Pearl Meyer, to provide compensation advice independent of management. Pearl Meyer does not provide any consulting services directly to the Company. The Compensation Committee and its consultant work with senior management to implement and monitor the programs the Compensation Committee approves. The Compensation Committee reviews the types of services provided by the compensation consultant and all fees paid for those services on a regular basis and conducts a formal evaluation of the compensation consultant on an annual basis. The Compensation Committee assessed the independence of Pearl Meyer, as required under NYSE listing standards, during Fiscal 2025. The Committee also considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest with respect to Pearl Meyer during Fiscal 2025. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work performed by Pearl Meyer. Market Data. The Compensation Committee reviews and approves recommendations for pay changes for a group of key executives who hold senior positions within the Company, including the NEOs each year. For Fiscal 2025, the first step in this process was for the Compensation Committee’s independent compensation consultant to provide a competitive compensation analysis for each of these positions to assist the Compensation Committee in its review. The consultant developed “market consensus” data using both a peer group of companies similar to the Company in size and industry (the “Compensation Peer Group”) and a combination of several compensation surveys. The use of peer group data provides the Compensation Committee with more specific information regarding market practices than is available from surveys alone. Survey data provides information based on specific position responsibilities and provides pay information for positions beyond those held by the NEOs. The consultant works with our Senior Vice President of Human Resources to help ensure a proper understanding of the roles and responsibilities of each position reviewed, to aid in alignment to the survey data. The Compensation Peer Group used for Fiscal 2025 compensation decisions was comprised of the following companies:
Designing the Fiscal 2025 Compensation Program
The Compensation Peer Group used for Fiscal 2025 was approved in July 2024 and is the same as the Compensation Peer Group approved in July 2023 for Fiscal 2024 pay decisions. Our revenues and market capitalization were above the median of the Compensation Peer Group, but lower than the 75th percentile, when selected by the Committee.
Designing the Fiscal 2025 Compensation Program
| | Hormel Foods (12 months ended May 31, 2024) | Peer Group 25th Percentile | Peer Group Median | Peer Group 75th Percentile | | Revenues | $12.046 billion | $7.082 billion | $10.421 billion | $21.770 billion | | Market Capitalization (as of May 31, 2024) | $16.987 billion | $6.068 billion | $15.311 billion | $39.111 billion |
Equity Grant Timing
Equity Grant Timing We do not backdate stock options or grant equity retroactively. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates for the purpose of affecting the value of such grants. Most equity (stock options and full-value awards such as RSUs) is granted in the ordinary course on the second Tuesday in December, which is after our release of fourth quarter financial results. For our non-employee directors and CEO, annual equity is granted February 1 or the first business day thereafter. We typically release our first quarter financial results in late February or early March. If an equity grant is made other than in December or February (due to a hiring or promotion, for example), we generally require that the grant be made on the second Tuesday of the calendar month in or following approval of the award or, if to a new hire, in or following the grantee’s date of hire. In Fiscal 2025, no stock options were granted to any NEO within four business days prior to or one business day following the filing of a Form 10-Q, 10-K, or 8-K that disclosed material nonpublic information.
Mitigating Risk in Our Executive Compensation Program
Mitigating Risk in Our Executive Compensation Program In making decisions regarding compensation program design and pay levels, the Compensation Committee and senior management understand that a poorly constructed program can have unintended consequences. As such, the Compensation Committee designs the program to mitigate the risk that employees will take unnecessary and excessive risk that threatens the long-term health of the Company. Specifically, the Compensation Committee notes the following design features that mitigate potential risk: •Executive compensation is overseen by the Compensation Committee, which is comprised solely of independent directors, and informed by the input of the independent compensation consultant. •Compensation levels for our NEOs and program design are evaluated in light of peer company practices on an annual basis to help ensure there is appropriate alignment to the market. The Compensation Peer Group is reviewed annually. •Risk-mitigating design features have been embedded into the Company’s incentive plans, including the following: ◦The AIP contains multiple performance metrics, such that the performance focus is well balanced across revenue and profit metrics. The payout is capped at 200% of target. ◦The long-term incentive program includes multiple components: stock options and RSUs that vest over time, encouraging retention, and a cash-based plan focused on relative TSR, Organic Net Sales Growth and ROIC. Payouts under the cash-based plan are capped at 300% of target. •Stock ownership guidelines are in place to help ensure alignment of interests between executives and stockholders. •Compensation recovery policies are in place to recoup incentive compensation in the event of a qualifying financial restatement or executive misconduct. We believe the Company’s compensation plans and practices are appropriately structured so that they are not reasonably likely to have a material adverse effect on the Company.
Mitigating Risk in Our Executive Compensation Program
| What We Do | | What We Don’t Do | | | ✓ | Place a heavy emphasis on variable, performance-based compensation | × | No excessive perquisites | | ✓ | Have robust stock ownership guidelines | × | No pledging or hedging of our stock | | ✓ | Use a mix of relative and absolute financial performance metrics | × | No repricing or exchange of underwater options without shareholder approval | | ✓ | Use an independent, external compensation consultant | × | No dividends are paid on unvested RSUs; dividend equivalents in the form of additional RSUs are only payable to the extent the RSUs ultimately vest | | ✓ | Hold an annual say-on-pay vote | | | | ✓ | Maintain compensation recovery policies in the event of a financial restatement or misconduct | | |
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Jeffrey M. Ettinger | 2025 | 323,077 | — | 1,800,022 | 3,825,000 | 380,769 | 35,012 | 64,819 | 6,428,699 | | Interim Chief Executive Officer and | | | | | | | | | | | Board Member | | | | | | | | | | | James P. Snee | 2025 | 1,050,000 | — | 2,000,013 | 1,999,770 | 1,453,000 | 551,126 | 341,315 | 7,395,224 | | Former President and | 2024 | 1,050,000 | — | 2,000,006 | 2,000,187 | 1,842,450 | 1,018,317 | 201,850 | 8,112,809 | | Chief Executive Officer | 2023 | 1,032,692 | — | 2,000,038 | 1,999,841 | 1,347,400 | 271,507 | 134,501 | 6,785,979 | | Jacinth C. Smiley | 2025 | 606,731 | — | 715,018 | 715,101 | 521,800 | 87,319 | 84,181 | 2,730,149 | | Former Executive Vice President and | 2024 | 554,904 | — | 500,006 | 499,730 | 640,725 | 83,267 | 71,022 | 2,349,654 | | Chief Financial Officer | 2023 | 513,077 | — | 440,015 | 440,051 | 458,100 | 45,646 | 47,981 | 1,944,870 | | John F. Ghingo | 2025 | 561,923 | — | 515,424 | 515,498 | 534,474 | 105,120 | 168,774 | 2,401,213 | | President and Board Member | | | | | | | | | | | Colleen R. Batcheler | 2025 | 561,346 | — | 485,032 | 484,930 | 437,600 | 46,667 | 180,289 | 2,195,864 | | Senior Vice President, External | 2024 | 202,789 | 150,000 | 385,025 | 234,986 | 204,542 | 20,418 | 41,294 | 1,239,054 | | Affairs, General Counsel and | | | | | | | | | | | Corporate Secretary | | | | | | | | | | | Swen Neufeldt | 2025 | 363,077 | — | 475,051 | 325,108 | 276,738 | 94,754 | 48,353 | 1,583,080 | | Group Vice President, Hormel Foods | | | | | | | | | | | International | | | | | | | | | |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(1)Includes amounts voluntarily deferred under the 401(k) Plan and the NQDCP. See “Base Salary” on page 27 for the annualized rate of base salary for each of the NEOs. (2)For Fiscal 2024, the amount consists of a one-time bonus paid to Ms. Batcheler in connection with her hiring on June 10, 2024. (3)Consists of the aggregate grant date fair value of RSUs (and Mr. Ettinger’s director restricted shares) granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the NYSE closing price for the Company’s common stock on the grant date. (4)Consists of the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the Black-Scholes valuation model. Assumptions used to calculate these amounts are included in Note A, “Summary of Significant Accounting Policies – Stock-Based Compensation,” and Note M, “Stock-Based Compensation,” of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 26, 2025. (5)Consists of Operators’ Share Plan and AIP incentive payments earned during the fiscal year, and payouts under the LTIP, as shown in the table below. For the LTIP performance period ending in June 2025, the Company’s relative TSR was below threshold, resulting in no payout. Includes amounts voluntarily deferred under the NQDCP.
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name | Year | Operators’ Share Plan Payment ($) | AIP Payment ($) | LTIP Payout ($) | Total Non-Equity Incentive Plan Compensation ($) | | Jeffrey M. Ettinger | 2025 | — | 380,769 | — | 380,769 | | James P. Snee | 2025 | 232,000 | 1,221,000 | — | 1,453,000 | | | 2024 | 294,000 | 1,548,450 | — | 1,842,450 | | | 2023 | 290,000 | 1,057,400 | — | 1,347,400 | | Jacinth C. Smiley | 2025 | 92,800 | 429,000 | — | 521,800 | | | 2024 | 117,600 | 523,125 | — | 640,725 | | | 2023 | 116,000 | 342,100 | — | 458,100 | | John F. Ghingo | 2025 | 95,700 | 438,774 | — | 534,474 | | Colleen R. Batcheler | 2025 | 81,200 | 356,400 | — | 437,600 | | | 2024 | 33,923 | 170,619 | — | 204,542 | | Swen Neufeldt | 2025 | 92,800 | 183,938 | — | 276,738 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(6)Consists of the annual increase in the actuarial present value of accumulated benefits under the Pension Plan and the SERP. In accordance with SEC rules, the present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See “Pension Benefits” on page 53. No NEO received above-market or preferential earnings on deferred compensation. (7)All other compensation for Fiscal 2025 consists of the following:
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name | Year | Company Contributions to JEPST ($) | Non-Employee Director Fees ($)(a) | Company Matching Contributions under 401(k) Plan ($) | Company NQDCP Contribution ($)(b) | Aggregate Incremental Cost of Use of Company Car ($)(c) | Aggregate Incremental Cost of Use of Company Aircraft ($)(d) | Aggregate Incremental Cost of Use of Company Properties ($)(e) | Physical Exams ($) | Relocation Expenses ($)(f) | Life Insurance ($)(g) | Accrued but Unused Vacation ($)(h) | Total ($) | | Jeffrey M. Ettinger | 2025 | — | 55,000 | 9,231 | — | 121 | — | — | 451 | — | 16 | — | 64,819 | | James P. Snee | 2025 | 16,962 | — | 14,000 | 102,547 | 11,975 | 21,432 | 5,722 | 14,627 | — | 69 | 153,981 | 341,315 | | Jacinth C. Smiley | 2025 | 10,096 | — | 16,925 | 34,618 | 11,778 | — | — | 10,695 | — | 69 | — | 84,181 | | John F. Ghingo | 2025 | 11,792 | — | 20,233 | 7,701 | 13,756 | 106,400 | — | — | 8,823 | 69 | — | 168,774 | | Colleen R. Batcheler | 2025 | 9,127 | — | 19,011 | 12,336 | 15,049 | — | — | — | 124,697 | 69 | — | 180,289 | | Swen Neufeldt | 2025 | 6,462 | — | 14,673 | 11,284 | 8,745 | — | — | 7,121 | — | 69 | — | 48,353 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
(a)Mr. Ettinger served as a non-employee director from March 21, 2025 until he was appointed Interim Chief Executive Officer, effective July 14, 2025, and the amounts reported here represent Mr. Ettinger's compensation as a non-employee director during such time. (b)Reflects Company contributions to the NQDCP for 401(k) Plan match amounts that could not be contributed to the 401(k) Plan because of Internal Revenue Code limitations. (c)Reflects the aggregate incremental cost to the Company of a vehicle provided for business and personal use. (d)For personal use of Company aircraft (including travel to outside public company board meetings for Mr. Snee), we generally measure incremental cost by the additional variable costs attributable to personal use, and we disregard fixed costs that do not change based on usage. Incremental cost for personal use of Company aircraft was determined by including fuel cost, landing fees, on-board catering, any variable maintenance costs attributable to personal flights, any commuting expenses to and from the airport, and related unoccupied positioning, or “deadhead,” flights. Infrequently, an executive’s spouse or other family member or guest may fly on Company aircraft. The taxable value of non-business use of Company aircraft is imputed as taxable income to the appropriate individual in accordance with Internal Revenue Code regulations. Pursuant to the Ghingo Employment Agreement, Mr. Ghingo is entitled to a relocation transportation benefit, whereby the Company shall make non-chartered private aircraft transportation available (or, in the event non-chartered private aircraft transportation is unavailable, to provide business or first-class airfare) not to exceed $150,000 in aggregate incremental cost to the Company, to assist Mr. Ghingo and his immediate family with commuting and relocation-related travel to and from Austin, Minnesota. (e)Reflects the aggregate incremental cost to the Company of personal use of a Company-owned condominium in Vail, Colorado. (f)For Ms. Batcheler, reflects $86,184 of relocation costs, transaction costs, and carrying costs in connection with the sale of her former home and her purchase of a home in, and relocation to, Austin, Minnesota, and a tax gross-up of $38,513 associated with such relocation expenses, in each case pursuant to the Company’s homeowner relocation policy. For Mr. Ghingo, reflects certain relocation-related costs in connection with his anticipated relocation to Austin, Minnesota. (g)Reflects the value of premiums paid by the Company for life insurance provided for the benefit of the NEOs. This life insurance is provided to substantially all salaried employees. (h)After the end of Mr. Snee’s employment on October 26, 2025, he received a lump-sum cash payment for all accrued but unused vacation days ($153,981). See “Potential Payments Upon Termination or Change-in-Control” beginning on page 54 for information regarding arrangements with Mr. Snee in connection with his departure from the Company.
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025 The following table presents information about grants of plan-based awards (equity and non-equity) made during Fiscal 2025 to the NEOs. All equity-based grants and AIP awards were made under the stockholder approved 2018 Plan.
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| | | Operators' Shares(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | | Threshold | Target | Maximum | | | | | | Name | Grant Date | (#) | ($) | ($) | ($) | (#) | (#) | ($/Sh.) | ($) | | Jeffrey M. Ettinger | (2) | | 288,462 | 576,923 | 1,153,846 | | | | | | | 3/21/2025(3) | | | | | 5,337 | | | 160,003 | | | 8/5/2025(3) | | | | | 63,605 | | | 1,800,022 | | | 8/5/2025(4) | | | | | | 750,000 | 28.30 | 3,825,000 | | James P. Snee | | 200,000 | | 316,000 | | | | | | | | (2) | | 925,000 | 1,850,000 | 3,700,000 | | | | | | | 2/3/2025(3) | | | | | 67,568 | | | 2,000,013 | | | 2/3/2025(4) | | | | | | 349,000 | 29.60 | 1,999,770 | | | (5) | | 662,421 | 1,324,841 | 3,974,523 | | | | | | Jacinth C. Smiley | | 80,000 | | 126,400 | | | | | | | | | | 325,000 | 650,000 | 1,300,000 | | | | | | | 12/10/2024(3) | | | | | 16,841 | | | 565,016 | | | 12/10/2024(3) | | | | | 4,471 | | | 150,002 | | | 12/10/2024(4) | | | | | | 82,700 | 33.55 | 564,841 | | | 12/10/2024(4) | | | | | | 22,000 | 33.55 | 150,260 | | | (5) | | 282,500 | 565,000 | 1,695,000 | | | | | | John F. Ghingo | | 100,000 | | 158,000 | | | | | | | | (2) | | 309,495 | 618,990 | 1,237,980 | | | | | | | 12/10/2024(3) | | | | | 11,923 | | | 400,017 | | | 8/5/2025(3) | | | | | 4,078 | | | 115,407 | | | 12/10/2024(4) | | | | | | 58,600 | 33.55 | 400,238 | | | 8/5/2025(4) | | | | | | 22,600 | 28.30 | 115,260 | | | (5) | | 670,382 | 1,340,764 | 4,022,292 | | | | | | Colleen R. Batcheler | | 70,000 | | 110,600 | | | | | | | | (2) | | 270,000 | 540,000 | 1,080,000 | | | | | | | 12/10/2024(3) | | | | | 14,457 | | | 485,032 | | | 12/10/2024(4) | | | | | | 71,000 | 33.55 | 484,930 | | | (5) | | 242,500 | 485,000 | 1,455,000 | | | | | | Swen Neufeldt | | 80,000 | | 126,400 | | | | | | | | (2) | | 136,250 | 272,500 | 545,000 | | | | | | | 12/10/2024(3) | | | | | 5,217 | | | 175,030 | | | 12/10/2024(3) | | | | | 4,471 | | | 150,002 | | | 6/10/2025(3) | | | | | 4,816 | | | 150,018 | | | 12/10/2024(4) | | | | | | 25,600 | 33.55 | 174,848 | | | 12/10/2024(4) | | | | | | 22,000 | 33.55 | 150,260 | | | (5) | | 87,500 | 175,000 | 525,000 | | | | |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
(1)The “Operators’ Shares” column discloses the number of Operators’ Shares granted to each NEO for Fiscal 2025. The “Target” column shows the target Operators’ Share payment for Fiscal 2025 based on the Fiscal 2025 target EPS of $1.58. Operators’ Share awards are not subject to minimum thresholds or maximum payouts. In connection with his appointment as President of the Company on July 14, 2025, Mr. Ghingo received an incremental grant of 35,000 Operators’ Shares (resulting in an aggregate total of 100,000 Operators’ Shares for Mr. Ghingo); the target amount for Mr. Ghingo reflects a prorated portion of the total of 100,000 Operators' Shares based on the timing of the incremental grant. The actual Operators’ Share payment earned in Fiscal 2025 for each NEO is included under “Non-Equity Incentive Plan Compensation” in the Fiscal 2025 Summary Compensation Table. (2)Consists of AIP awards granted for Fiscal 2025. These awards include target amounts and are subject to threshold and maximum payouts under the AIP. For Mr. Ettinger, the amount reflects a prorated portion of an annualized target incentive of $2,000,000 based on Mr. Ettinger's appointment as Interim Chief Executive Officer, effective July 14, 2025. For Mr. Ghingo, the amount reflects a prorated portion of an annualized target incentive of $912,500 based on Mr. Ghingo’s appointment as President, effective July 14, 2025, in excess of the value of Mr. Ghingo's target award under the AIP related to his service during Fiscal 2025 as the Company's Executive Vice President - Retail equal to $500,000. The actual AIP payment earned in Fiscal 2025 for each NEO was paid subsequent to fiscal year-end and is included under “Non-Equity Incentive Plan Compensation” in the Fiscal 2025 Summary Compensation Table. (3)Consists of RSUs granted in Fiscal 2025. Except for the RSUs granted to Mr. Ettinger, these RSUs vest in full on the third anniversary of the grant date. The 63,605 RSUs granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027. The grant date fair value is included under “Stock Awards” in the Fiscal 2025 Summary Compensation Table. See “Potential Payments Upon Termination or Change-in-Control” on page 54 for a discussion of how RSUs are treated under various termination scenarios. In addition, upon joining the Board on March 21, 2025 as a non-employee director, Mr. Ettinger received a grant of 5,337 restricted shares for 2025; the restricted period on these shares will lapse at the 2027 Annual Meeting of Stockholders, if Mr. Ettinger is still serving as of that date. (4)Consists of stock options granted in Fiscal 2025. Except for the stock options granted to Mr. Ettinger, these stock options vest at 25% per year starting on the first anniversary of the grant date. The stock options granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027. The grant date fair value is included under “Option Awards” in the Fiscal 2025 Summary Compensation Table. See “Potential Payments Upon Termination or Change-in-Control” on page 54 for a discussion of how stock options are treated under various termination scenarios. In connection with his appointment as Interim Chief Executive Officer, effective July 14, 2025, Mr. Ettinger became entitled to an equity grant with a grant date fair value of $7,200,000, approximately 75% of which was designed to consist of a stock option award and 25% of which was designed to consist of RSUs, in each case vesting in substantially equal installments on October 25, 2026 and April 25, 2027. Mr. Ettinger is not expected to receive any additional equity grants during his tenure as Interim Chief Executive Officer. To implement his grant, on August 5, 2025, Mr. Ettinger received a stock option grant representing the right to purchase 750,000 shares of common stock. The number of shares of common stock subject to the August Stock Option Grant was automatically capped at 750,000 shares by operation of an annual individual participation limit in the 2018 Plan. The difference in value between the August Stock Option Grant and the stock option portion of Mr. Ettinger's full grant in connection with his appointment as Interim Chief Executive Officer is expected to be granted to Mr. Ettinger in early calendar year 2026. (5)Consists of LTIP performance awards made in Fiscal 2025. The performance period is October 27, 2025 through October 29, 2028. For Mr. Ghingo, the amounts reflect prorated participation based on Mr. Ghingo's length of service during the relevant performance period and an updated annual target incentive amount for Mr. Ghingo equal to $1,600,000 based on his appointment as President, effective July 14, 2025. The actual cash amounts payable at the end of the performance period under these LTIP performance awards, if any, cannot be determined because the amount earned will be based on the performance of the Company and its peer group in years following Fiscal 2025. See “Cash-Based Long-Term Incentive Plan” on page 32 for a description of the LTIP awards and potential payouts for LTIP awards. Grants made in Fiscal 2025 are described more fully under “Compensation Discussion and Analysis” beginning on page 24. More information concerning the amount of salary and incentive compensation in proportion to total compensation for NEOs is described generally under “Compensation Discussion and Analysis.”
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table summarizes the total outstanding equity awards as of October 26, 2025 for each of the NEOs.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| | OPTION AWARDS | | | | STOCK AWARDS | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | Jeffrey M. Ettinger | 359,100 | — | 41.01 | 02/1/2026 | | | | | — | 750,000 | 28.30 | 08/5/2035 | | | | | | | | | 5,337 | 127,181 | | | | | | | 63,605 | 1,515,707 | | James P. Snee(6) | 107,000 | — | 37.76 | 12/1/2025 | | | | | 277,400 | — | 35.62 | 2/1/2027 | | | | | 365,900 | — | 34.08 | 2/1/2028 | | | | | 335,000 | — | 42.00 | 2/1/2029 | | | | | 205,200 | — | 47.43 | 2/3/2030 | | | | | 222,700 | — | 46.92 | 2/1/2031 | | | | | 157,350 | 52,450 | 47.11 | 2/1/2032 | | | | | 104,050 | 104,050 | 45.34 | 2/1/2033 | | | | | 89,775 | 269,325 | 30.86 | 2/1/2034 | | | | | — | 349,000 | 29.60 | 2/3/2035 | | | | Jacinth C. Smiley | 20,700 | — | 48.34 | 6/1/2031 | | | | | 41,175 | 13,725 | 42.43 | 12/7/2031 | | | | | 21,550 | 21,550 | 46.84 | 12/6/2032 | | | | | 20,650 | 61,950 | 31.66 | 12/12/2033 | | | | | — | 82,700 | 33.55 | 12/10/2034 | | | | | — | 22,000 | 33.55 | 12/10/2034 | | | | | | | | | 10,322 | 245,979 | | | | | | | 16,863 | 401,844 | | | | | | | 17,352 | 413,501 | | | | | | | 4,607 | 109,778 | | John F. Ghingo | — | 58,600 | 33.55 | 12/10/2034 | | | | | — | 22,600 | 28.30 | 08/2/2035 | | | | | | | | | 14,529 | 346,223 | | | | | | | 12,285 | 292,749 | | | | | | | 4,078 | 97,179 | | Colleen R. Batcheler | 10,025 | 30,075 | 30.65 | 6/11/2034 | | | | | — | 71,000 | 33.55 | 12/10/2034 | | | | | | | | | 5,135 | 122,376 | | | | | | | 8,046 | 191,741 | | | | | | | 14,896 | 354,966 | | Swen Neufeldt | 9,800 | — | 37.76 | 12/1/2025 | | | | | 14,200 | — | 33.31 | 12/06/2026 | | | | | 14,400 | — | 37.10 | 12/5/2027 | | | | | 11,600 | — | 44.91 | 12/4/2028 | | | | | 9,100 | — | 45.54 | 12/3/2029 | | | | | 14,700 | — | 47.53 | 12/1/2030 | | | | | 13,725 | 4,575 | 42.43 | 12/7/2031 | | | | | 7,350 | 7,350 | 46.84 | 12/6/2032 | | | | | 6,825 | 20,475 | 31.66 | 12/12/2033 | | | | | — | 25,600 | 33.55 | 12/10/2034 | | | | | — | 22,000 | 33.55 | 12/10/2034 | | | | | | | | | 3,519 | 83,870 | | | | | | | 5,565 | 132,617 | | | | | | | 5,375 | 128,094 | | | | | | | 4,607 | 109,778 | | | | | | | 4,865 | 115,934 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
(1)Except for the stock options granted to Mr. Ettinger in Fiscal 2025, stock option grants generally vest in four equal annual installments, starting with one-fourth of the grant vesting on the first anniversary of the grant date. The stock options granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027. The stock options have a term of ten years. The grant date is thus 10 years prior to the option expiration date shown in this table. Specific vesting dates are listed in footnote 2 below. See “Potential Payments Upon Termination or Change-in-Control” on page 54 for a discussion of how stock options are treated under various termination scenarios. (2)The table below presents the vesting schedule for all unexercisable options held as of October 27, 2024. These options vest on the anniversary of the grant date in the year indicated. In connection with his appointment as Interim Chief Executive Officer, effective July 14, 2025, Mr. Ettinger became entitled to an equity grant with a grant date fair value of $7,200,000, approximately 75% of which was designed to consist of a stock option award and 25% of which was designed to consist of RSUs, in each case vesting in substantially equal installments on October 25, 2026 and April 25, 2027. Mr. Ettinger is not expected to receive any additional equity grants during his tenure as Interim Chief Executive Officer. To implement his grant, on August 5, 2025, Mr. Ettinger received a stock option grant representing the right to purchase 750,000 shares of common stock. The number of shares of common stock subject to the August Stock Option Grant was automatically capped at 750,000 shares by operation of an annual individual participation limit in the 2018 Plan. The difference in value between the August Stock Option Grant and the stock option portion of Mr. Ettinger’s full grant in connection with his appointment as Interim Chief Executive Officer is expected to be granted to Mr. Ettinger in early calendar year 2026.
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025 The following table summarizes the option awards exercised and stock awards vested during Fiscal 2025 by each of the NEOs.
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025
| | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized On Vesting ($)(1) | | Jeffrey M. Ettinger(3) | 666,600 | 2,893,115 | — | — | | James P. Snee(4) | — | — | 225,860 | 5,629,691 | | Jacinth C. Smiley | — | — | 9,626 | 312,564 | | John F. Ghingo | — | — | — | — | | Colleen R. Batcheler | — | — | — | — | | Swen Neufeldt | — | — | 3,209 | 104,212 |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025
(1)For Option Awards, amount is the difference between the market price (current NYSE price or NYSE current day closing price, depending on exercise method) of the Company’s common stock at the time of exercise and the exercise price of the options. For Stock Awards, the value realized is calculated using the closing price of the Company’s common stock on the vesting date. (2)RSUs vested includes dividend equivalents in the form of additional RSUs that accrued during the vesting period. (3)The amounts shown for Mr. Ettinger reflect shares acquired on exercise of stock options granted to Mr. Ettinger during his prior service to the Company, which ended in October 2016. Mr. Ettinger re-joined the Company when he was appointed Interim CEO in July 2025. (4)Mr. Snee retired effective October 26, 2025, and all of his outstanding RSUs vested on that date.
FISCAL 2025 PENSION BENEFITS
FISCAL 2025 PENSION BENEFITS The following table shows the present value of accumulated benefits that NEOs are entitled to under the Pension Plan and SERP as of October 26, 2025. In accordance with SEC rules, the present value of accumulated benefits that NEOs are entitled to under these plans was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements (except for retirement age). See Note H, “Pension and Other Post-retirement Benefits,” of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 26, 2025. The material terms of these plans are described under “Pension Plans” on page 36 and “Supplemental Executive Retirement Plan” on page 37.
FISCAL 2025 PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Jeffrey M. Ettinger(1) | Pension Plan | 28-4/12 | 1,024,232 | 88,318 | | | SERP | 28-4/12 | 15,011,979 | 1,328,226 | | James P. Snee(2) | Pension Plan | 36-6/12 | 1,077,200 | — | | | SERP | 36-6/12 | 4,406,398 | — | | Jacinth C. Smiley | Pension Plan | 4-7/12 | 99,589 | — | | | SERP | 4-7/12 | 240,486 | — | | John F. Ghingo | Pension Plan | 4-11/12 | 111,976 | — | | | SERP | 4-11/12 | 210,084 | — | | Colleen R. Batcheler | Pension Plan | 1-5/12 | 37,980 | — | | | SERP | 1-5/12 | 29,105 | — | | Swen Neufeldt | Pension Plan | 19-10/12 | 594,986 | — | | | SERP | 19-10/12 | 286,916 | — |
FISCAL 2025 PENSION BENEFITS
(1)The amounts shown for Mr. Ettinger reflect his participation in the Pension Plan and SERP related to his prior service to the Company, which ended in October 2016. Mr. Ettinger re-joined the Company when he was appointed Interim CEO in July 2025. (2)Mr. Snee retired effective October 26, 2025, the last day of Fiscal 2025.
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION The following table shows information about each NEO’s participation in the NQDCP. The material terms of the NQCDP are described under “Nonqualified Deferred Compensation Plan” on page 37.
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($)(2) | Aggregate Balance at October 26, 2025 ($)(1) | | Jeffrey M. Ettinger | — | — | 362,100 | (1,889,877) | 3,386,394 | | James P. Snee | — | 102,547 | 486,147 | — | 5,940,265 | | Jacinth C. Smiley | — | 34,618 | 160,192 | — | 1,199,618 | | John F. Ghingo | — | 7,701 | 164 | — | 7,864 | | Colleen R. Batcheler | — | 12,336 | 416 | — | 12,752 | | Swen Neufeldt | — | 11,284 | 11,581 | — | 94,070 |
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
(1)The following table identifies amounts that have already been reported as compensation in our Summary Compensation Table for the current and prior years:
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
| Name | Amount of Fiscal 2025 Contributions and Earnings Reported as Compensation in Fiscal 2025 Summary Compensation Table ($) | Amounts in “Aggregate Balance at October 26, 2025” Column Reported as Compensation in Summary Compensation Tables for Prior Years ($) | | Jeffrey M. Ettinger | — | — | | James P. Snee | 102,547 | 4,179,678 | | Jacinth C. Smiley | 34,618 | 708,687 | | John F. Ghingo | 7,701 | — | | Colleen R. Batcheler | 12,336 | — | | Swen Neufeldt | 11,284 | — |
FISCAL 2025 NONQUALIFIED DEFERRED COMPENSATION
(2)The amount shown for Mr. Ettinger in this column relates to participation in and elections made under the NQDCP during Mr. Ettinger’s prior service to the Company, which ended in October 2016. Mr. Ettinger re-joined the Company when he was appointed Interim CEO in July 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Other than Messrs. Ettinger and Ghingo, our NEOs do not have employment agreements with the Company. In addition, other than Mr. Ghingo, our executive officers did not have any right to cash severance as of October 26, 2025. For a description of the amounts payable to Mr. Ghingo in the event of an involuntary termination of Mr. Ghingo without “cause” or his resignation for “good reason” pursuant to the terms of the Ghingo Employment Agreement, see “President Commencement of Employment” on page 39. Our stock option awards include standard provisions that result in the vesting or forfeiture of awards upon termination of employment, depending on the reason for termination. These provisions are summarized as follows: •Death: All stock options vest immediately; •Qualified Retirement: Results in the continued vesting of stock options per the original vesting schedule; •Disability: For stock options granted under the 2018 Plan, results in the continued vesting of stock options per the original vesting schedule; for stock options granted under our prior long term incentive plan, the 2009 Long-Term Incentive Plan (the “2009 LTIP”), stock options vest immediately; •Voluntary Termination of Employment: Vesting ends under the 2018 Plan; stock options granted under the 2009 LTIP continue to vest for a three-month post termination period; •Change in Control of the Company: ◦For stock options granted under the 2018 Plan, upon a change in control of the Company via a corporate transaction such as a merger, a sale of assets, or a tender or exchange offer, if the stock options are not continued or replaced by the surviving entity, then the stock options fully vest and the Compensation Committee may in its discretion permit some or all stock options to be exchanged for a cash payment; ◦For stock options granted under the 2018 Plan, upon a change in control of the Company that does not involve a corporate transaction, the Compensation Committee may in its discretion take action that the Committee deems appropriate, including accelerating vesting of stock options or permitting the exchange of stock options for a cash payment; and ◦For stock options granted under the 2009 LTIP, upon a change in capital structure of the Company, including a change in control of the Company via a merger, a sale of assets, or a tender or exchange offer, the Compensation Committee may in its discretion take action that the Committee deems appropriate, including accelerating vesting of stock options or permitting the exchange of stock options for a cash payment or substitute stock options; •Termination for Cause: Unexercised stock options are forfeited immediately, whether vested or unvested; and •Other Provisions: For stock options granted under the 2018 Plan, unexercised stock options, whether vested or unvested, will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation, or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company while employed by the Company and for purposes of clauses (1) and (2) only, for the one-year period immediately following termination of such employment. For stock options granted under the 2009 LTIP, stock options will be cancelled upon rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company and stock options are forfeited immediately upon breach of a confidentiality or non-compete agreement, as determined by the Compensation Committee. For the stock option awards granted to Mr. Ettinger in Fiscal 2025, there is no “Qualified Retirement” treatment for the stock options, however, if Mr. Ettinger is terminated by the Company without “Cause” (as defined in the Ettinger Employment Agreement), it results in the continued vesting of stock options per the original vesting schedule. The stock options granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027. Our RSU awards include standard provisions that result in the vesting or forfeiture of awards upon termination of employment, depending on the reason for termination. These provisions are summarized as follows: •Death, Qualified Retirement, Disability: All RSUs vest immediately; •Other Separation Events: All unvested RSUs are forfeited upon termination of employment for reasons other than the death, qualified retirement or disability; •Change in Control of the Company: ◦Upon a change in control of the Company via a corporate transaction such as a merger, a sale of assets, or a tender or exchange offer, if the RSUs are not continued or replaced by the surviving entity, then the RSUs fully vest and the Compensation Committee may in its discretion permit some or all RSUs to be settled in cash; and ◦Upon a change in control of the Company that does not involve a corporate transaction, the Compensation Committee may in its discretion take action that the Committee deems appropriate, including accelerating vesting of RSUs or permitting the settlement of RSUs in cash; •Other Provisions: RSUs will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company while employed by the Company and for purposes of clauses (1) and (2) only, for the one-year period immediately following termination of such employment. For the RSUs granted to Mr. Ettinger in Fiscal 2025, there is no “Qualified Retirement” treatment for the RSUs, however, if Mr. Ettinger is terminated by the Company without “Cause” (as defined in the Ettinger Employment Agreement), it results in the continued vesting of the RSUs per the original vesting schedule. In addition, a termination due to death or disability will also result in the continued vesting of the RSUs per the original vesting schedule. The RSUs granted to Mr. Ettinger in Fiscal 2025 vest in substantially equal installments on October 25, 2026 and April 25, 2027. Our LTIP performance award agreements include standard provisions that result in the vesting or forfeiture of awards upon termination of employment, depending on the reason for termination. These provisions are summarized as follows: •Death: Results in calculation of an award based on actual performance as if the performance period ended on the date of death, and payment is made to the employee’s beneficiary of a prorated amount based on the employee’s period of employment during the performance period; •Qualified Retirement or Disability: Results in a payment after the end of the performance period equal to the amount that would have been earned based on actual performance over the entire performance period prorated based on the employee’s period of employment; •Other Separation Events: Termination of employment for any reason other than qualified retirement, disability or death results in forfeiture of all award rights; •Change in Control of the Company: A change in control of the Company results in calculation of an award based on actual performance as if the performance period ended on the date the change in control occurred, and payment of the award to the employee is made without proration; and
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
•Other Provisions: LTIP awards will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation, or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company while employed by the Company and for purposes of clauses (1) and (2) only, for the one-year period immediately following termination of such employment. All NEOs have signed the Company’s current form of confidentiality, non-compete, non-solicitation and invention assignment agreement. Following termination of employment for any reason, our executive officers receive payment of retirement benefits and nonqualified deferred compensation benefits under the plans in which they participate. The value of those benefits is set forth in the sections above entitled “Pension Benefits” and “Nonqualified Deferred Compensation.” Upon termination of employment caused by the death of an executive officer, the SIPE would provide a death benefit to the executive’s survivors. The value of those benefits is described above under “Survivor Income Protection Plan.” The following table shows the potential payment of LTIP performance awards, the potential value of stock option awards with accelerated or continued vesting and the potential value of RSUs with accelerated vesting for each of the NEOs upon death, qualified retirement, disability, or change in control of the Company, assuming such event occurred as of October 26, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2025 YEAR-END
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2025 YEAR-END
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2025 YEAR-END
| | Death | Involuntary without Cause | Disability or Qualified Retirement (if eligible)(1) | | | Change in Control | | | Potential Value or Payment ($)(2)(3)(4) | Potential Value or Payment ($)(3) | Potential Value or Payment ($)(2)(3)(5)(6) | | | Potential Value or Payment ($)(2)(3)(4)(7) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | | | Jeffrey M. Ettinger | | | | | | | | Stock Options | — | — | — | — | — | — | | RSUs | 1,642,888 | 1,642,888 | 1,642,888 | 1,642,888 | 1,642,888 | 1,642,888 | | Total | 1,642,888 | 1,642,888 | 1,642,888 | 1,642,888 | 1,642,888 | 1,642,888 | | James P. Snee(8) | | — | | | | | | Stock Options | — | — | — | — | — | — | | RSUs | 4,423,439 | — | 4,423,439 | 4,423,439 | 4,423,439 | 4,423,439 | | LTIP award (FY24 - FY26) | — | — | 1,564,885 | 3,129,770 | 9,389,310 | — | | LTIP award (FY25 - FY27) | 905,333 | — | 666,667 | 1,333,333 | 3,999,999 | 2,716,000 | | Total | 5,328,772 | — | 6,654,991 | 8,886,542 | 17,812,748 | 7,139,439 | | Jacinth C. Smiley | | | | | | | | Stock Options | — | — | — | — | — | — | | RSUs | 1,171,102 | — | 1,171,102 | 1,171,102 | 1,171,102 | 1,171,102 | | LTIP award (FY24 - FY26) | — | — | 216,055 | 432,110 | 1,296,330 | — | | LTIP award (FY25 - FY27) | 127,878 | — | 94,167 | 188,333 | 564,999 | 383,635 | | Total | 1,298,980 | — | 1,481,324 | 1,791,545 | 3,032,431 | 1,554,737 | | John F. Ghingo(9) | | | | | | | | Severance | — | 2,000,000 | — | — | — | — | | Stock Options | — | — | — | — | — | — | | RSUs | 736,150 | — | 736,150 | 736,150 | 736,150 | 736,150 | | LTIP award (FY24 - FY26) | — | — | 290,994 | 581,987 | 1,745,961 | — | | LTIP award (FY25 - FY27) | 303,460 | — | 223,461 | 446,921 | 1,340,763 | 910,379 | | Total | 1,039,610 | 2,000,000 | 1,250,605 | 1,765,058 | 3,822,874 | 1,646,529 | | Colleen R. Batcheler | | | | | | | | Stock Options | — | — | — | — | — | — | | RSUs | 669,084 | — | 669,084 | 669,084 | 669,084 | 669,084 | | LTIP award (FY24 - FY26) | — | — | 130,757 | 261,513 | 784,539 | — | | LTIP award (FY25 - FY27) | 109,772 | — | 80,834 | 161,667 | 485,001 | 329,315 | | Total | 778,856 | — | 880,675 | 1,092,264 | 1,938,624 | 998,399 | | Swen Neufeldt | | | | | | | | Stock Options | — | — | — | — | — | — | | RSUs | 570,292 | — | 570,292 | 570,292 | 570,292 | 570,292 | | LTIP award (FY24 - FY26) | — | — | 64,817 | 129,633 | 388,899 | — | | LTIP award (FY25 - FY27) | 39,608 | — | 29,167 | 58,333 | 174,999 | 118,825 | | Total | 609,900 | — | 664,276 | 758,258 | 1,134,190 | 689,117 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2025 YEAR-END
(1)Mr. Snee was the only NEO as of October 26, 2025 that met the age and years of service requirements to be eligible for qualified retirement treatment, as applicable. (2)Stock options are valued based on the difference between the $23.83 closing price of the Company’s stock on October 24, 2025, the last trading day of Fiscal 2025, and the applicable exercise price of the stock options. Stock options with an exercise price in excess of the $23.83 closing price on October 24, 2025 have no value for this purpose. Exercisable stock options would not be affected by this termination event. (3)RSUs are valued based on the $23.83 closing price of the Company’s stock on October 24, 2025, the last trading day of Fiscal 2025. (4)Payments for LTIP performance awards upon death or change in control of the Company are based on actual Company performance through October 26, 2025. Payments for such awards upon death are prorated based on employment from the beginning of the performance period through October 26, 2025. (5)Unexercisable stock options granted under the 2018 Plan continue to vest per the original vesting schedule upon qualified retirement or disability and such stock options thus would not be affected by these termination events. Exercisable stock options would not be affected by these termination events. (6)Qualified retirement or disability results in a payment for LTIP performance awards after the end of the performance period equal to the amount that would have been earned over the entire performance period prorated based on the employee’s actual period of employment. These columns thus show the potential threshold, target and maximum payments for such awards, each prorated based on employment from the beginning of the performance period through October 26, 2025. The actual payment would not be determined until after the performance period end date for each award. (7)For this table, it is assumed that the Compensation Committee exercised its discretion to accelerate vesting of all stock options and RSUs upon a change in control of the Company. (8)Mr. Snee retired effective October 26, 2025, which was a qualified retirement for purposes of his incentive awards. (9)Pursuant to the Ghingo Employment Agreement, Mr. Ghingo would receive the severance payment set forth in the table and provided for in the Ghingo Employment Agreement upon a termination without Cause (as defined in the Ghingo Employment Agreement) or upon a termination by Mr. Ghingo for Good Reason (as defined in the Ghingo Employment Agreement). Departure Arrangements with Mr. Snee In connection with Mr. Snee’s retirement from the Company, he entered into a Retirement and Transition Agreement (the “Snee Transition Agreement”) on January 9, 2025 and a Consulting Agreement on October 27, 2025 (the “Snee Consulting Agreement,” and, together with the Snee Transition Agreement, the “Snee Arrangements”). Pursuant to the Snee Arrangements, for the period of Fiscal 2025 during which Mr. Snee was employed by the Company, he was entitled to: (1) continue to receive a base salary; (2) receive a grant of 200,000 Operators’ Shares under the Operators’ Share Plan for Fiscal 2025; (3) continue to participate in AIP for Fiscal 2025 with an award target value equal to the target value of his award for Fiscal 2024, and with payout of such award based on actual performance for the full fiscal year; (4) continue participation in the Company’s cash-based Long Term Incentive Plan for Fiscal 2025 with an award target value of $4.0 million; (5) be eligible to receive an equity award for Fiscal 2025, made in the normal course and consistent with past practice, of stock options and RSUs with a grant date fair value equal to the grant date fair value of his equity award for Fiscal 2024 and with terms consistent with the equity award grant for Fiscal 2024; and (5) continue to participate in the Company’s pension and retirement plans and in the Company’s other benefit plans and programs generally available to the Company’s executive officers pursuant to the terms of such arrangements. After the end of Mr. Snee’s employment on October 26, 2025, he received a lump-sum cash payment for all accrued but unused vacation days ($153,981). In addition, after the end of Mr. Snee’s employment, and subject to his execution (and non-revocation during any applicable revocation period) of a general waiver and release of claims, Mr. Snee is entitled to receive the title to his Company-provided vehicle and a lump-sum payment of $50,000 for legal fees relating to the Snee Arrangements. Further, due to Mr. Snee’s age and 36 years of service to the Company, Mr. Snee’s departure on October 26, 2025 was treated as a retirement for purposes the Company’s benefit plans and programs (including under the award agreements for his outstanding RSUs and options, and the Operators’ Share Plan). Since his cessation of employment with the Company on October 26, 2025, Mr. Snee has provided consulting services to the Company, and is currently expected to do so until the 18-month anniversary of October 26, 2025. In connection with his consulting services to the Company, pursuant to the Snee Arrangements, Mr. Snee is entitled to: (1) receive monthly fees totaling an aggregate of $2.0 million; (2) participate under the Company’s AIP for Fiscal 2026 and Fiscal 2027, in each case with a target award opportunity of $1.85 million pro-rated for the length of Mr. Snee’s service during such fiscal year and based on the greater of actual performance for the full fiscal year and target performance for the full fiscal year; and (3) be eligible to receive an equity award for Fiscal 2026 consisting of non-qualified stock options with a grant date fair value of $1.5 million and RSUs with a grant date fair value of $1.5 million. These options and RSUs will vest in full on the 18-month anniversary of October 26, 2025, do not include accelerated vesting upon retirement, and are otherwise be subject to the terms of 2018 Plan and the applicable award agreements.
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE We determined that the Fiscal 2025 annual total compensation of the median compensated employee of our adjusted employee population employed as of October 26, 2025, other than our Interim CEO, Jeffrey M. Ettinger, was $57,789. Mr. Ettinger was appointed Interim CEO effective July 14, 2025, and was serving as the Interim CEO as of October 26, 2025. Accordingly, for purposes of calculating the pay ratio, we elected to annualize Mr. Ettinger’s base salary and non-equity incentive plan compensation, and we included all other components of his compensation in the same amounts as disclosed in the Fiscal 2025 Summary Compensation Table on page 45. Mr. Ettinger’s annualized total compensation for Fiscal 2025 was $8,164,852. Therefore, the ratio of our Interim CEO’s annual total compensation to the median employee’s annual total compensation was 141 to 1. As of October 26, 2025, which was the last day of Fiscal 2025, our total employee population consisted of 19,547 employees, of which 17,960 were located in the U.S., and 1,587 were located in non-U.S. jurisdictions. Pursuant to SEC rules, we excluded 25 employees from the following countries under the de minimis exemption: Australia (7); Canada (6); Hong Kong (1); Japan (1); Mexico (3); Philippines (4); and Singapore (3). After applying this exemption, our adjusted employee population used for purposes of identifying the median employee consisted of 19,521 employees of which 17,959 were located in the U.S. and 1,562 were located in non-U.S. jurisdictions. To identify the median compensated employee, we used total cash compensation, including base salary, actual bonus paid and overtime and allowances, as applicable, for Fiscal 2025. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by the pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between “compensation actually paid” to our NEOs and certain of our financial performance metrics for each of the past five fiscal years. For a discussion of our compensation program and how our Compensation Committee seeks to align pay with performance, please refer to the “Compensation Discussion and Analysis” section starting on page 24.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information for our current Interim CEO (“Interim CEO”), former CEO (“Prior CEO”), and our remaining NEOs (“Other NEOs”) in addition to our TSR, the TSR of our peer group, our net income, and our EBIT performance results for the past five fiscal years.
Pay Versus Performance Table
| | | | | | | | Year-end value of $100 invested(3) on 10/25/2020 in: | | | | | Fiscal Year | Summary Comp. Table Total for Interim CEO ($)(1) | Comp. Actually Paid to Interim CEO ($)(1) (2) | Summary Comp. Table Total for Prior CEO ($)(1) | Comp. Actually Paid to Prior CEO ($)(1) (2) | Average Summary Comp. Table Total for Other NEOs ($)(1) | Average Comp. Actually Paid to Other NEOs ($)(1) (2) | Hormel Foods Corporation ($) | S&P 500 Packaged Foods & Meats ($)(4) | Net Income (in millions) ($) | EBIT (in millions) ($)(5) | | 2025 | 6,428,699 | 4,297,874 | 7,395,224 | 3,042,889 | 2,227,577 | 1,412,670 | 55.66 | 103.27 | 478 | 719 | | 2024 | — | — | 8,122,809 | 7,288,900 | 1,921,885 | 1,738,845 | 69.65 | 119.20 | 805 | 1,068 | | 2023 | — | — | 6,785,979 | 457,795 | 1,619,357 | 578,001 | 67.95 | 105.48 | 794 | 1,073 | | 2022 | — | — | 9,478,102 | 12,885,280 | 1,567,860 | 2,079,025 | 98.81 | 121.58 | 1,000 | 1,312 | | 2021 | — | — | 9,957,474 | 6,520,178 | 2,144,105 | 1,614,827 | 87.16 | 104.50 | 909 | 1,122 |
Pay Versus Performance Table
(1) For Fiscal 2021, 2022, 2023, and 2024, James P. Snee served as our CEO. For Fiscal 2025, James P. Snee served as CEO until July 14, 2025, and effective July 14, 2025, Jeffrey M. Ettinger became our Interim CEO. The other NEOs were as follows: a.2021: James N. Sheehan, Deanna T. Brady, Jacinth C. Smiley, Glenn R. Leitch, and Lori J. Marco. b.2022: Deanna T. Brady, Jacinth C. Smiley, Lori J. Marco, Mark A. Coffey, and James N. Sheehan. c.2023: Jacinth C. Smiley, Deanna T. Brady, Kevin L. Myers, and Mark A. Coffey. d.2024: Jacinth C. Smiley, Deanna T. Brady, Kevin L. Myers, and Colleen R. Batcheler. e.2025: Jacinth C. Smiley, Colleen R. Batcheler, John F. Ghingo, and Swen Neufeldt. (2) The table below details the calculation of compensation actually paid for Fiscal 2025. (3) Company and peer group TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on October 25, 2020, the last trading day of Fiscal 2020. (4) For purposes of the table, the Company’s peer group is the S&P 500 Packaged Foods & Meats, as reflected in our shareholder return performance graph in our Annual Report on Form 10-K for the fiscal year ended October 26, 2025, which was filed with the SEC on December 5, 2025. (5) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for Fiscal 2025 to the Company’s performance, is EBIT. See our Annual Report on Form 10-K for the fiscal year ended October 26, 2025 for a reconciliation of GAAP measures to non-GAAP adjusted measures. For Fiscal 2025, compensation actually paid was determined by making the following adjustments:
Pay Versus Performance Table
| | 2025 | | | | | Interim CEO ($) | Prior CEO ($) | Average of Other NEOs ($) | | Total Compensation from Summary Compensation Table | 6,428,699 | 7,395,224 | 2,227,577 | | Adjustments for Defined Benefit and Actuarial Pension Plans: | | | | | Subtraction: Aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the Summary Compensation Table | (35,012) | (551,126) | (83,465) | | Addition: Current year service cost | — | 282,987 | 41,507 | | Subtraction: Prior service cost | (26,714) | (158,659) | (35,082) | | Total Adjustments for Pensions: | (61,726) | (426,798) | (77,040) | | Adjustments for Stock and Option Awards(A): | | | | | Subtraction: Summary Compensation Table amounts of stock and option awards(B) | (5,625,022) | (3,999,783) | (1,057,790) | | Addition: Year-end fair value of awards granted in the current year that are outstanding and unvested at year-end(C) (D) | 3,552,827 | 812,678 | 539,558 | | Addition (Subtraction): The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year(C) (D) | — | (1,425,526) | (227,063) | | Addition: Fair values at vest date for awards granted and vested in covered fiscal year(C) (D) | — | 1,642,181 | — | | Addition (Subtraction): The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year(C) (D) | — | (955,088) | 7,428 | | Addition: Value of dividends paid on stock awards not otherwise included in total compensation(E) | 3,095 | — | — | | Total Adjustments Stock and Option Awards | (2,069,099) | (3,925,537) | (737,867) | | Compensation Actually Paid (as calculated) | 4,297,874 | 3,042,889 | 1,412,670 |
Pay Versus Performance Table
(A)Certain NEOs in each of the covered fiscal years are retirement eligible. Adjustments to the vesting of RSU awards, which accelerate upon a qualified retirement, have not been made for retirement-eligible NEOs that remained employed during the covered year, as those awards remain subject to forfeiture until a termination of service due to retirement occurs. Adjustments related to retirement for the purposes of calculating compensation actually paid were only made for NEOs who retired during any of the covered fiscal years and includes the accelerated vesting of RSUs and accrued dividend equivalents. Stock options continue to vest after retirement as scheduled per the award agreements and are considered outstanding upon the NEO’s retirement for purposes of these pay versus performance disclosures. (B)Summary Compensation Table values include the grant date fair values of equity calculated in accordance with FASB ASC Topic 718 and as such do not include any dividend equivalents for RSUs. (C)Stock options are calculated based on the Black-Scholes methodology at year-end or at vest. (D)Fair values at vest date and year-end fair values include the value of accrued and reinvested dividend equivalents. (E)Reflects the dollar value of dividends paid on awards prior to the vesting date that are not otherwise included in the fair value of such awards or in any other component of total compensation. For Fiscal 2025, this amount represents cash dividends paid on restricted stock related to director awards during the fiscal year.