DEF 14A of Seaboard Corp /De/, Mar 6, 2026

DEF 14A of Seaboard Corp /De/

Filed Mar 6, 20260000088121-26-000025

Open on EDGAR

  1. ITEM 1: ELECTION OF DIRECTORS

    ITEM 1: ELECTION OF DIRECTORS Our Board of Directors has fixed the number of directors at five. The Board has nominated the five persons set forth below for election at the 2026 annual meeting. Unless otherwise specified, proxies will be voted in favor of the election as directors of the following five persons for a term of one year and until their successors are elected and qualified.

  2. ITEM 1: ELECTION OF DIRECTORS

    | Name | Age | Principal Occupations and Positions and Specific Experience, Qualifications, Attributes or Skills | Director Since | | Ellen S. Bresky | 72 | Director and Chairwoman, Seaboard Corporation. Prior to her appointment as Chairwoman, Ms. Bresky served on the Boards of Directors of the Wally Foundation, the Bresky Foundation and the Seaboard Foundation. Her vested interest in Seaboard on the basis of her beneficial stock ownership position makes her qualified as a Director and Chairwoman for Seaboard. | 2020 | | David A. Adamsen | 74 | Director and Member of Audit Committee, Seaboard Corporation; former Vice President – Wholesale Sales (January 2009-2010), C&S Wholesale Grocers (wholesale food distribution company). Mr. Adamsen worked for more than 35 years in the food, food distribution, and food manufacturing businesses. His experience and knowledge make him qualified as a Director for Seaboard. | 1995 | | Douglas W. Baena | 83 | Director and Chairman of Audit Committee, Seaboard Corporation; self-employed (since 1997), engaging in facilitation of equipment lease financings and consulting, doing business as CreditAmerica Corporation. Mr. Baena has an educational background in accounting and has experience working as a Certified Public Accountant. He also has experience arranging lease financing transactions for companies. His accounting and finance background provides experience and attributes that are desirable for a Seaboard Director. | 2001 | | Paul M. Squires | 71 | Director, Seaboard Corporation; Chief Operating Officer, Seaboard Flour LLC (since 2006); Controller, Seaboard Flour LLC (2003-2004). In his position as Chief Operating Officer of Seaboard Flour LLC, Mr. Squires reports to E. Bresky, who is the Manager of Seaboard Flour LLC. Seaboard Flour LLC owns 37.4 percent of the outstanding shares of Seaboard. Mr. Squires graduated with an accounting degree in 1977 and was licensed as a Certified Public Accountant in 1980. His accounting background and management experience at Seaboard Flour are attributes that are desirable for a Seaboard Director. | 2016 | | Frances B. Shifman | 75 | Director and Member of Audit Committee, Seaboard Corporation. Ms. Shifman is currently a director/trustee for a number of non-profit organizations with no relationship to Seaboard Corporation. She has nine years of experience as Chief Operating Officer of NAIOP, MA, widely recognized as one of the premier business organizations in Massachusetts. She has effectively promoted commercial real estate interests, including lobbying, public affairs, education, research and informational programs. She has been named Executive of the Year by the national Organization of NAIOP in recognition of her accomplishments. She also has more than 25 years of experience in the field of property management and real estate in executive positions. Her experience and knowledge make her qualified as a Director for Seaboard. | 2021 |

  3. ITEM 1: ELECTION OF DIRECTORS

    Ellen S. Bresky is the mother of Jacob A. Bresky, President of Seaboard Overseas and Trading Group (“SOTG”), a division of Seaboard. Frances B. Shifman is a first cousin of Ellen S. Bresky by marriage. There are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was nominated. Each of the five nominees has consented to being named in this proxy statement and to serve as a director if elected. In case any person or persons named herein for election as directors are not available for election at the annual meeting, proxies may be voted for a substitute nominee or nominees (unless the authority to vote for all nominees or for the particular nominee who has ceased to be a candidate has been withheld), as well as for the balance of those named herein. Management has no reason to believe that any of the nominees for the election as director will be unavailable. The Board of Directors recommends that you vote “FOR” the election as directors of the persons listed above.

  4. Compensation of Directors

    Compensation of Directors In the fiscal year 2025, the Company provided the following cash compensation to directors for their service as a director:

  5. Compensation of Directors

    | ● | $37,500 quarterly retainer for the Chairwoman of the Board; |

  6. Compensation of Directors

    | ● | $20,000 quarterly retainer (other than for the Chairwoman of the Board); |

  7. Compensation of Directors

    | ● | Additional $10,000 quarterly retainer for the Chairman of the Audit Committee; and |

  8. Compensation of Directors

    | ● | Additional $2,500 quarterly retainer for service on the Audit Committee of the Board. |

  9. Compensation of Directors

    In addition to Ms. Bresky’s cash compensation for her service as a director, she is also given the right to use Seaboard’s airplane for up to 25 hours of flight time per year (increased to 30 hours of flight time per year in 2026) for personal use as long as she continues to serve in such role. The Company does not provide any equity compensation to its directors. The following table shows the compensation received by each member of our Board of Directors for service on the Board in 2025. Director Compensation Table

  10. Compensation of Directors

    | | Fees Earned | All Other | | | | or Paid in Cash | Compensation | Total | | Ellen S. Bresky (1) | $150,000 | $115,021 | $265,021 | | Douglas W. Baena | $130,000 | $- 0 - | $130,000 | | David A. Adamsen | $90,000 | $- 0 - | $90,000 | | Frances B. Shifman | $90,000 | $- 0 - | $90,000 | | Paul M. Squires | $80,000 | $- 0 - | $80,000 |

  11. Compensation of Directors

    | (1) In addition to Ms. Bresky’s cash compensation for her service as a director as stated above, Ms. Bresky’s compensation also consisted of personal use of Seaboard’s airplane (valuing this benefit based on the number of miles flown and the Standard Industry Fare Level published by the Department of Transportation), which is included in the “All Other Compensation” column. She used 25 hours of Seaboard’s airplane for personal use in 2025. |

  12. PAY RATIO

    PAY RATIO Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), set forth below for 2025 is a comparison of (i) the total compensation of R. Steer, Seaboard’s Chief Executive Officer (“CEO”); and (ii) the median of the annual total compensation of all employees of Seaboard and its consolidated subsidiaries (other than R. Steer). The median of the annual total compensation and the pay ratio described below are reasonable estimates calculated by Seaboard in a manner consistent with applicable SEC regulations. In 2025, the annual total compensation of R. Steer was $7,003,834 and the median of the annual total compensation of all employees of Seaboard and its consolidated subsidiaries (other than R. Steer) was $45,429, and thus the ratio of the annual total compensation of R. Steer to the median of the annual total compensation of all of Seaboard’s employees was 154 to 1. Seaboard’s “median employee” worked in Seaboard’s live hog operations in Iowa. To determine the median of the annual total compensation of all of Seaboard’s employees, as well as to determine the annual total compensation of Seaboard’s “median employee” and Seaboard’s Chief Executive Officer, Seaboard used the following methodology and made the following material assumptions, adjustments and estimates: 1.In 2023, Seaboard selected October 1, 2023, which is within the last three months of 2023, as the date upon which it would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of its operations. To identify the “median employee,” Seaboard included all worldwide employees as of October 1, 2023, whether employed on a full-time, part-time or seasonal basis. 2.Seaboard determined that gross wages of such employees for the month of August 2023 was a reasonable compensation measure to determine the median employee, given (i) Seaboard’s large, international workforce; (ii) the diversity of countries and compensation structures in which Seaboard operates; and (iii) the high employee turnover in some of Seaboard’s operations. Seaboard believes that the use of this partial year period was appropriate as it confirmed that the period was reflective of the annual total compensation of all of its employees and would not significantly impact the identity of the median employee. 3.With respect to employees hired in the months of August and September 2023, and thus not having a full month of wages, Seaboard estimated their wages by (x) grossing up actual partial gross wages to reflect an entire month’s worth of wages based upon each employee’s status as full-time, part-time or seasonal employee; or (y) using the average wages received by employees performing a similar function (and in the same status, i.e., full-time, part-time or seasonal) at the same location during the month. All wages were converted into U.S. dollar equivalents using the respective exchange rates as of August 31, 2023. Seaboard did not make any cost-of-living adjustments in identifying the median employee. 4.Once Seaboard identified its median employee, Seaboard included the elements of such employee’s compensation for 2025 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of the CEO, Seaboard used the amount reported in the “Total” column of its 2025 Summary Compensation Table in this proxy statement, which likewise was calculated in accordance with those same requirements.

  13. Pension Plans

    Pension Plans Seaboard provides defined benefits upon retirement for its domestic salaried and clerical employees who began employment on or before December 31, 2013 through the Seaboard Corporation Pension Plan (the “Pension Plan”). As of December 31, 2025, the Seaboard Marine Pension Plan (the “Marine Plan”) was merged into the Pension Plan. R. Steer and D. Rankin participate in the Pension Plan. E. Gonzalez previously participated in the Marine Plan prior to its merger into the Pension Plan, and he now participates in the Pension Plan. The Marine Plan provided the same benefits as provided under the Pension Plan. None of the other Named Executive Officers participate in the Pension Plan. Benefits under the Pension Plan are generally based upon the number of years of service and a percentage of final average remuneration (salary plus bonus), subject to limitations under applicable federal law. As of December 31, 2025, all of the participating Named Executive Officers were fully vested, as defined in the Pension Plan. Under the Pension Plan, the benefit payment for a married participant is pursuant to a “50 Percent Joint and Survivor Annuity.” This means the participant will receive a monthly annuity benefit for his/her lifetime, and an eligible surviving spouse will receive a lifetime annuity equal to 50 percent of the participant’s benefit. The payment of the benefit for an unmarried participant is pursuant to a “Single Life Annuity.” The Pension Plan allows for optional forms of payment under certain circumstances. The normal retirement age under the Pension Plan is age 65. However, unreduced benefits are available at age 62 with five years of service. The Pension Benefits table below shows the present value of the accumulated benefits that would be payable under the Pension Plan at the earliest unreduced commencement age (i.e., age 62). Each of the participating Named Executive Officers (other than D. Rankin) is 100 percent vested under a particular defined benefit (“Benefit”) that was frozen on December 31, 1993 as part of the Pension Plan. A definitive actuarial determination of the benefit amounts was made in 1995. The annual amounts payable upon retirement after attaining age 62 under this Benefit are as follows: R. Steer, $15,490 and E. Gonzalez, $2,643. Under the Pension Plan, the payment of this benefit is pursuant to a “Ten-Year Certain and Continuous Annuity.” This means the participant would receive a monthly annuity benefit for his lifetime and, if the participant dies while in the ten-year certain period, the balance of the ten-year benefit would be paid to his designated beneficiary. If the participant dies while employed by Seaboard or after retirement, but before the commencement of benefits, monthly payments would be made to the participant’s beneficiary in the form of a 100 percent joint and survivor benefit. The Pension Plan allows for optional forms of payment under certain circumstances. The following table sets forth the Years of Credited Service, the Present Value of the Accumulated Benefit and the Payments During the Last Fiscal Year, pursuant to the specified plans for each of the participating Named Executive Officers. Pension Benefits

  14. Pension Plans

    | | | | Present | Payments | | | | Years of | Value of | During | | | | Credited | Accumulated | Last Fiscal | | | | Service | Benefit | Year | | Name | Plan Name | (#) | ($) | ($) | | Robert L. Steer | Executive Retirement Plan | 33 | | | | | Pre-2013 Benefit | | 23,540,075 | - 0 - | | | Post-2012 Benefit | | - 0 - | - 0 - | | | Pension Plan | 38 | 1,286,013 | - 0 - | | David H. Rankin | Executive Retirement Plan | 26 | | | | | Pre-2013 Benefit | | 337,499 | - 0 - | | | Post-2012 Benefit | | 3,470,797 | - 0 - | | | Pension Plan | 26 | 661,570 | - 0 - | | Edward A. Gonzalez | Pension Plan | 36 | 1,211,380 | - 0 - |

  15. Non-Qualified Deferred Compensation Plans

    Non-Qualified Deferred Compensation Plans Post-2018 Non-Qualified Deferred Compensation Plan Effective January 1, 2019, Seaboard adopted the Seaboard Corporation Post-2018 Non-Qualified Deferred Compensation Plan, which was amended and restated effective January 1, 2023 (the “Post-2018 Deferred Compensation Plan”), which provides deferred compensation benefits to a select group of Seaboard management or highly-compensated employees. All Named Executive Officers, other than E. Gonzalez, may participate in the Post-2018 Deferred Compensation Plan. Under the Post-2018 Deferred Compensation Plan, participants may defer salary and bonus, and/or be credited with a company contribution made at the discretion of Seaboard, to be paid by Seaboard at a later time, all in accordance with applicable ERISA and income tax laws and regulations. No income taxes are payable by the participants on amounts deferred or contributed by Seaboard pursuant to the Post-2018 Deferred Compensation Plan until they are paid to the participant. The Post-2018 Deferred Compensation Plan also provides for a Company contribution to be credited to participants in an amount equal to Seaboard’s 401(k) Retirement Savings Plan employer matching contribution percentage, up to 4 percent for 2025, of each participant’s deferral contributions pursuant to such plan. Elective contributions by participants and Company contributions to the Post-2018 Deferred Compensation Plan, and the earnings thereon, are generally payable on the future date selected by the participant, or if earlier, upon the participant’s retirement; however, with respect to participating Named Executive Officers and any other “covered employees” under Code Section 162(m), payment of such amounts will be deferred until the earlier of (i) the first taxable year that Seaboard anticipates, or should reasonably anticipate, that if the amount were distributed during such year, the deduction of such payment would not be barred by application of Code Section 162(m); or (ii) as soon as administratively feasible after the beginning of the sixth anniversary of the participant’s separation from service (regardless of such payment’s non-deductibility). In no event will a deferred amount be paid earlier than the first day of the seventh month following the month of the participant’s separation from service. Following are amounts deferred and all company contributions credited to the participating Named Executive Officers under the Post-2018 Deferred Compensation Plan. These amounts are included in the amounts reported in the Summary Compensation Table above. Post-2018 Non-Qualified Deferred Compensation Plan

  16. Non-Qualified Deferred Compensation Plans

    | | | | | | Aggregate | | | Executive | Company | Aggregate | | Balance | | | Contributions | Contributions | Earnings | Aggregate | at Last | | | in Last | in Last | in Last | Withdrawals/ | Fiscal | | | Fiscal Year | Fiscal Year (1)(2) | Fiscal Year | Distributions | Year End | | Name | ($) | ($) | ($) | ($) | ($) | | Robert L. Steer | - 0 - | - 0 - | 576,461 | - 0 - | 5,623,673 | | David H. Rankin | - 0 - | 249,600 | 197,576 | - 0 - | 1,430,118 | | Jacob A. Bresky | - 0 - | 468,000 | 33,139 | - 0 - | 876,167 |

  17. Non-Qualified Deferred Compensation Plans

    | (1) Includes compensation earned in 2024 and deferred, at the election of the Company, when paid in 2025 for D. Rankin and J. Bresky. The amounts are as follows: D. Rankin, $240,000; and J. Bresky, $450,000. |

  18. Non-Qualified Deferred Compensation Plans

    | (2) Also represents the company matching contribution made by Seaboard based on 2024 compensation paid in 2025. The amounts are as follows: D. Rankin, $9,600; and J. Bresky, $18,000. |

  19. Non-Qualified Deferred Compensation Plans

    Seaboard Corporation Long-Term Incentive Plan Effective January 1, 2022, Seaboard adopted the Seaboard Corporation Long-Term Incentive Plan (the “LTI Plan”) which provides retirement benefits to a select group of Seaboard officers and managers, including J. Bresky and C. Groves. None of the other Named Executive Officers currently participate in the LTI Plan. Pursuant to the LTI Plan, annually, each participant may receive an award, which is in the form of a contribution to a bookkeeping account. Participants have the option to invest the account balance in various investment options, and the account balance is credited with the earnings and losses based on the performance of the investment options selected. An award to a participant vests upon the first to occur of the following (but at least five years after the participant’s first award was received): (a) three years after the date the award was granted; (b) upon the participant’s death or disability; (c) upon a change of control; or (d) upon the participant reaching age 60 (or upon receipt, if awarded when the participant is age 60 or older). The account balance with respect to each award that is vested is paid to a participant as soon as administratively feasible after the first to occur of the following (a) seven months after the participant’s retirement or separation from service; (b) upon the participant’s death or disability; or (c) upon a change of control. Notwithstanding the foregoing, with respect to participating Named Executive Officers and any other “covered employees” under Code Section 162(m), payment of the account balances may be deferred until the earlier of (i) the first taxable year that Seaboard anticipates, or should reasonably anticipate, that if the amount were distributed during such year, the deduction of such payment would not be barred by application of Code Section 162(m); or (ii) as soon as administratively feasible after the beginning of the sixth anniversary of the participant’s retirement or separation from service (regardless of such payment’s non-deductibility). Following are the amounts awarded to the participating Named Executive Officers under the LTI Plan. These amounts are included in the amounts reported in the Summary Compensation Table above in the year in which the applicable award vests.

  20. Non-Qualified Deferred Compensation Plans

    | LTI Plan | | | | | | | | Aggregate | | | Company | Aggregate | Balance | | | Contributions | Earnings | at Last | | | In Last | In Last | Fiscal | | | Fiscal Year (1) | Fiscal Year | Year End (2) | | Name | | | | | Jacob A. Bresky | 171,850 | 13,958 | 364,066 | | Chad M. Groves | 183,750 | 68,215 | 469,607 |

  21. Non-Qualified Deferred Compensation Plans

    ______________

  22. Non-Qualified Deferred Compensation Plans

    | (1) Represents awards made by Seaboard pursuant to the LTI Plan for service in 2025. The awards for J. Bresky and C. Groves remain subject to the vesting conditions set forth in such plan and, therefore, the amounts underlying their respective awards will not be included in the Summary Compensation Table above until such awards vest. |

  23. Non-Qualified Deferred Compensation Plans

    | (2) Awards for J. Bresky and C. Groves under the LTI Plan for service in 2025 were each made in 2026 and therefore are not reflected in the aggregate balance at the end of the last fiscal year end in the table above. |

  24. Non-Qualified Deferred Compensation Plans

    Prior Non-Qualified Deferred Compensation Plan Through 2018, R. Steer and D. Rankin were participants in the Seaboard Corporation Non-Qualified Deferred Compensation Plan (the “Prior Deferred Compensation Plan”), which provided deferred compensation benefits to a select group of Seaboard management or highly-compensated employees. None of the other Named Executive Officers participated in the Prior Deferred Compensation Plan. Under the Prior Deferred Compensation Plan, participants had the right to defer salary and bonus to be paid by Seaboard at a later time, and to be credited with Company contributions in an amount equal to Seaboard’s 401(k) Retirement Savings Plan matching percentage of each participant’s deferral pursuant to the plan, all in accordance with applicable ERISA and income tax laws and regulations. Effective January 1, 2019, Seaboard amended the Prior Deferred Compensation Plan to “freeze” the plan such that no additional contributions, whether in the form of employee elective deferrals or employer contributions (i.e., “Company Contributions” under the plan), and relating to compensation earned after December 31, 2018, were made to the Prior Deferred Compensation Plan. All plan accounts in the Prior Deferred Compensation Plan existing as of December 31, 2019 continue to experience an investment return and are distributed in accordance with the plan and any participant investment or deferral election as in effect on December 31, 2019. Following are the earnings on the account balances for the participating Named Executive Officers under the Prior Deferred Compensation Plan. Prior Non-Qualified Deferred Compensation Plan

  25. Non-Qualified Deferred Compensation Plans

    | | | | Aggregate | | | Aggregate | | Balance | | | Earnings | Aggregate | at Last | | | in Last | Withdrawals/ | Fiscal | | | Fiscal Year | Distributions | Year End | | Name | ($) | ($) | ($) | | Robert L. Steer | 350,485 | - 0 - | 2,441,787 | | David H. Rankin | 6,988 | - 0 - | 50,645 |

  26. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Seaboard maintains the philosophy that the compensation for its executive officers should reflect that these officers are responsible for implementing Seaboard’s long-term strategic objectives. The compensation of the executive officers is designed to ensure that Seaboard maintains its ability to attract and retain superior employees in key positions, and that compensation provided to key employees remains competitive relative to compensation paid to similarly situated executives of our peer companies. Seaboard does not maintain any equity compensation plans, such as stock grants or stock options, unlike most of Seaboard’s peer companies. As a result, Seaboard does not maintain any policies or practices regarding timing or grants with respect to the Company’s announcements or hedging in Seaboard securities. At the 2023 annual meeting of stockholders, the Company provided stockholders the opportunity to cast an advisory vote on executive compensation. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section, the compensation tables and the accompanying narrative disclosure set forth in the Company’s 2023 annual meeting proxy statement. The Board viewed the vote as a strong expression of the stockholders’ general satisfaction with the Company’s current executive compensation programs. At the 2023 annual meeting of stockholders, the Company also provided stockholders the opportunity to cast an advisory vote on the frequency of holding future advisory votes on executive compensation. Consistent with the stockholders’ preference expressed in voting at the 2023 annual meeting of stockholders, the Company’s Board of Directors determined that an advisory vote on the compensation of the Company’s executive officers would be conducted every three years. Accordingly, a stockholder advisory vote on executive compensation will take place at the 2026 Annual Meeting of Stockholders. See “Item 2: Advisory Vote on Executive Compensation”. The next stockholder vote on the frequency of holding future advisory votes on executive compensation will take place at the 2029 Annual Meeting of Stockholders.

  27. 2025 Executive Compensation Components

    | ● | Bonus award; |

  28. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. For further information concerning the Company’s executive compensation philosophy, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  29. PAY VERSUS PERFORMANCE

    | | | | Average | | Value of Initial Fixed $100 | | | | | | Summary | | Summary | Average | Investment Based On: | | | | | | Compensation | | Compensation | Compensation | | Peer | | | | | Table | Compensation | Table Total | Actually | | Group | | | | | Total | Actually | for | Paid to | Total | Total | Net | Operating | | | for | Paid to | Non-PEO | Non-PEO | Shareholder | Shareholder | Income | Income | | Year | PEO | PEO | NEOs | NEOs | Return | Return | (Millions) | (Millions) | | (a) | (b)(1) | (c)(2) | (d)(3) | (e)(4) | (f)(5) | (g)(6) | (h)(7) | (i)(8) | | 2025 | 7,003,834 | 4,975,904 | 2,045,134 | 1,922,683 | 148.56 | 104.89 | 501 | 239 | | 2024 | 6,183,621 | 4,443,474 | 1,884,816 | 1,748,225 | 57.90 | 118.38 | 90 | 156 | | 2023 | 5,678,799 | 4,082,621 | 1,810,735 | 1,849,106 | 84.84 | 122.32 | 227 | (87) | | 2022 | 5,375,311 | 4,366,995 | 1,854,999 | 1,938,756 | 89.49 | 132.83 | 582 | 657 | | 2021 | 5,653,886 | 4,243,843 | 2,284,297 | 1,785,252 | 93.07 | 119.61 | 571 | 458 |

  30. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported in column (b) with respect to our Principal Executive Officer (“PEO”) are the amounts of total compensation reported for R. Steer (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation and Other Information – Summary Compensation Table.” |

  31. PAY VERSUS PERFORMANCE

    | (2) The dollar amounts reported in column (c) with respect to the PEO represent the amount of “compensation actually paid” to R. Steer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to R. Steer during the applicable years. The pension benefit adjustments only include average service cost. There was no prior service cost. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to R. Steer’s total compensation for each year to determine the compensation actually paid: |

  32. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Change in Pension Value and Non-Qualified Deferred Compensation Earnings | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | 2025 | 7,003,834 | (2,052,795) | 24,865 | 4,975,904 | | 2024 | 6,183,621 | (1,771,026) | 30,879 | 4,443,474 | | 2023 | 5,678,799 | (1,625,253) | 29,075 | 4,082,621 | | 2022 | 5,375,311 | (1,045,695) | 37,379 | 4,366,995 | | 2021 | 5,653,886 | (1,447,513) | 37,470 | 4,243,843 |

  33. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Named Executive Officers as a group (excluding R. Steer, who served as President and Chief Executive Officer during the periods stated above) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the Named Executive Officers (excluding R. Steer) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, D. Rankin, E. Gonzalez, J. Bresky and C. Groves; (ii) for 2024, D. Rankin, E. Gonzalez, J. Bresky and David M. Becker (Executive Vice President, General Counsel and Secretary of Seaboard Corporation); (iii) for 2023, D. Rankin, E. Gonzalez, Peter B. Brown (former President of Seaboard Foods LLC), and J. Bresky; (iv) for 2022, D. Rankin, E. Gonzalez, David M. Dannov (former President of Seaboard |

  34. PAY VERSUS PERFORMANCE

    | Overseas and Trading Group) and Peter B. Brown; and (v) for 2021, D. Rankin, E. Gonzalez, David M. Dannov, and Peter B. Brown. |

  35. PAY VERSUS PERFORMANCE

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Company’s Named Executive Officers as a group (excluding R. Steer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not represent the actual average amount of compensation earned or paid to the Named Executive Officers as a group (excluding R. Steer) during the applicable years. The pension benefit adjustments only include average service cost. There was no prior service cost. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Named Executive Officers as a group (excluding R. Steer) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above. |

  36. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Change in Pension Value and Non-Qualified Deferred Compensation Earnings | Average Pension Benefit Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | 2,045,134 | (171,846) | 49,395 | 1,922,683 | | 2024 | 1,884,816 | (191,839) | 55,248 | 1,748,225 | | 2023 | 1,810,735 | (35,184) | 73,555 | 1,849,106 | | 2022 | 1,854,999 | (44,126) | 127,883 | 1,938,756 | | 2021 | 2,284,297 | (608,999) | 109,954 | 1,785,252 |

  37. PAY VERSUS PERFORMANCE

    | (5) The cumulative total shareholder return (“TSR”) values set forth in column (f) are calculated by dividing the sum of the cumulative amount of dividends for the measurement period and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  38. PAY VERSUS PERFORMANCE

    | (6) The values set forth in column (g) represent the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry indices: the Dow Jones U.S. Food Products and Dow Jones U.S. Marine Transportation Industry. |

  39. PAY VERSUS PERFORMANCE

    | (7) The dollar amounts reported in column (h) represent the amount of net income reflected in the Company’s audited financial statements for the applicable years. |

  40. PAY VERSUS PERFORMANCE

    | (8) The Company has determined that Operating Income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to Company performance. The dollar amounts reported in column (i) represent the amount of operating income reflected in the Company’s audited financial statements for the applicable years. |

  41. Financial Performance Measures

    Financial Performance Measures As described in greater detail in “Executive Compensation and Other Information – Compensation Discussion and Analysis”, the Company’s executive compensation program for its Named Executive Officers is based on a subjective determination primarily considering individual compensation and performance and Seaboard’s general financial and operational performance. The most important, and sole, specific financial performance measure used by the Company to link executive compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to the Company’s performance is Operating Income.

  42. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphical descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR: Compensation Actually Paid and Net Income: Compensation Actually Paid and Operating Income: Company TSR and Peer Group TSR: