DEF 14A of Smithfield Foods Inc
Filed Apr 20, 2026 · FY20250000091388-26-000022
The Board of Directors recommends that you vote “FOR” the nominees under Proposal 1, and “FOR” Proposals
The Board of Directors recommends that you vote “FOR” the nominees under Proposal 1, and “FOR” Proposals 2 and 3. The record date for the Annual Meeting is April 8, 2026, or the Record Date. Only shareholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment or postponement thereof. This Notice is being mailed to all shareholders of record entitled to vote at the Annual Meeting on or about April 20, 2026. By Order of the Board of Directors Tennille J. Checkovich Chief Legal Officer Smithfield, Virginia April 20, 2026
The Board of Directors recommends that you vote “FOR” the nominees under Proposal 1, and “FOR” Proposals
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held virtually, via live webcast at www.virtualshareholdermeeting.com/SFD2026, on Tuesday, June 2, 2026 at 8:00 a.m. Eastern Time. The proxy statement and our annual report on Form 10-K for the fiscal year ended December 28, 2025 are available free of charge at proxyvote.com. |
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our business and affairs are managed under the direction of our Board. Our Board currently consists of nine directors. In accordance with our amended and restated articles of incorporation, our Board is divided into three classes of directors, with staggered three-year terms, denominated as class I, class II and class III. As a result, approximately one- third of the Board will be elected each year. The class II directors, whose terms will expire at the Annual Meeting, are Mr. Long Wan, Mr. He and Mr. Starling. The class III directors, whose terms will expire at our 2027 Annual Meeting of Shareholders, are Mr. Guo, Mr. Hongwei Wan and Ms. Gallagher. The class I directors, whose terms will expire at our 2028 Annual Meeting of Shareholders, are Mr. Smith, Mr. Zhou and Mr. Quelch. We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. We entered into a shareholders agreement dated as of January 21, 2025, with WH Group Limited, which grants WH Group certain rights with respect to the composition of our Board. For so long as WH Group owns, in the aggregate, a majority of our then outstanding common stock, WH Group will have the right to designate, for inclusion in the slate of directors nominated by the Board for election to our Board, a majority of the directors on our Board and to control the composition of our Board and the approval of actions requiring shareholder approval through their voting power. If WH Group ceases to own a majority of our then outstanding shares of common stock, for so long as WH Group continues to own, in the aggregate, at least 10% of our then outstanding shares of common stock, WH Group will have the right to designate, for inclusion in the slate of directors nominated by the Board for election to our Board, a number of the total number of directors entitled to serve on the Board proportionate to the percentage of our outstanding common stock owned, in the aggregate, by WH Group, rounded up to the nearest whole number. Thereafter, WH Group will no longer have any right to designate, for inclusion in the slate of directors nominated by our Board for election to our Board, directors to serve on the Board under the shareholders agreement. For the purpose of determining ownership of our common stock, references to WH Group include WH Group, its successors by way of merger or transfer of all or substantially all of its assets, any entity that is 50% beneficially owned by WH Group, and any entity that acquires a majority of our then outstanding shares of common stock directly from any of the foregoing that is a shareholder of our Company. See “Certain Relationships and Related Party Transactions—Relationship with WH Group.”
Directors
Directors The following table sets forth the name, age as of April 9, 2026, and position of each of our directors with terms expiring at the Annual Meeting and for each of the continuing directors, followed by a biography of each director.
Directors
| Name | Age | Position | | Long Wan(3)(4)(5) ............................... | 85 | Chairman | | C. Shane Smith(5) ............................. | 52 | Chief Executive Officer and Director | | Hank Shenghua He(3)(4)(5) ................. | 58 | Director | | Lijun Guo(3)(5) ................................... | 55 | Director | | Hongwei Wan .................................. | 52 | Director | | Xiaoming Zhou(3)(4)(5) ....................... | 40 | Director | | Marie T. Gallagher(1)(2) ..................... | 66 | Director | | John A. Quelch(1)(2)(3) ....................... | 74 | Director | | Raymond A. Starling(1)(2)(4) .............. | 49 | Director |
Directors
________________ (1)Independent director under the rules of Nasdaq. (2)Member of our Audit Committee. (3)Member of our Compensation Committee. 10 Table of Contents (4)Member of our Nominating and Governance Committee. (5)Member of our Executive Committee.
Director Nominees – Class II
Director Nominees – Class II Long Wan has served as a member of our Board since September 2013. Mr. Long Wan has served as a director of WH Group since October 2007, as the Chairman of the board of directors since November 2010 and as an Executive Director since December 2013. Mr. Long Wan has also served as a director of Shuanghui Development since August 2012. Mr. Long Wan also holds directorships in various subsidiaries of WH Group. He served as the Chief Executive Officer of WH Group from October 2013 to August 2021. He served as the Chairman of the board of directors of Shuanghui Development from August 2012 to August 2024. Mr. Long Wan has over 50 years of experience in the meat processing industry, and under his leadership, the business under WH Group has grown from a local state-owned enterprise in Henan Province, China into an international company with operations spanning various continents. He was appointed as an Executive Director of the China Meat Association from December 2006 to December 2011 and a senior consultant of the China Meat Association in 2001. Mr. Long Wan received his professional certificate in Business Management from the Henan University of Animal Husbandry and Economy (previously named the Henan Business College) and was awarded the senior economist professional qualification issued by the Henan Province Advanced Professional Titles Adjudication Committee (Economic Disciplines). We believe Mr. Long Wan is qualified to serve as our director because of his extensive experience in the meat processing industry, outstanding accomplishments in the meat industry and his in-depth knowledge of our Company. Mr. Long Wan is the father of Mr. Hongwei Wan. Hank Shenghua He has served as a member of our Board since January 2016. He has served as our Vice President and Chief Operating Coordinate Officer, among other roles, since January 2014. Mr. He has extensive experience in mechanical engineering and food industry operations. After our Company was acquired by WH Group in 2013, Mr. He played an important role in the post-acquisition transition. Prior to joining our Company, Mr. He served in various positions with Shuanghui Development for more than a decade, including as the assistant to the Chairman of Shuanghui Development from September 2012 to January 2014 and as Vice President from June 2005 to August 2012. He also served as the manager of Shuanghui Group’s Commerce and Logistic Division from August 2008 to June 2011. Mr. He obtained his Bachelor’s Degree in Engineering from University of Chongqing in China and a Master of Business Administration (MBA) from the College of William and Mary in Virginia. We believe Mr. He is qualified to serve as our director because of his exceptional expertise in corporate strategy, communication and leadership. Raymond A. Starling has served as a member of our Board since January 2025. Mr. Starling has served as General Counsel to the North Carolina Chamber of Commerce and President of the North Carolina Chamber Legal Institute since July 2019. Prior to these roles, Mr. Starling served as Chief of Staff to the U.S. Secretary of Agriculture from June 2018 to June 2019. Mr. Starling also previously served as a principal agriculture advisor to the President of the United States at the White House from February 2017 to June 2018. Mr. Starling served in various roles for North Carolina Speaker of the House and later U.S. Senator Thom Tillis from November 2012 to February 2017, and Mr. Starling served as General Counsel for the North Carolina Department of Agriculture & Consumer Services from February 2007 to November 2012. Prior to his career in public service, Mr. Starling worked as an Associate for Hunton & Williams LLP from August 2003 to February 2007. Mr. Starling has taught several agricultural and food law courses at the University of North Carolina at Chapel Hill and Campbell University, taught a public lawyering course at Regent University, is currently a member of the extended faculty of High Point University School of Law and is a frequent speaker on agriculture and related public policy issues. Mr. Starling holds a Bachelor of Science in Agricultural and Extension Education from North Carolina State University and a Juris Doctor from the University of North Carolina School of Law. We believe Mr. Starling is qualified to serve as our director due to his substantial knowledge of the agriculture industry, as well as his broad government and private sector experience. 11 Table of Contents
Directors Continuing in Office – Class III (Term Ending in 2027)
Directors Continuing in Office – Class III (Term Ending in 2027) Lijun Guo has served as a member of our Board since May 2015. Mr. Guo has served as an Executive Director of WH Group since December 2013 and as the Chief Executive Officer of WH Group since August 2021. Mr. Guo has also served as a director of Shuanghui Development since August 2021. He also holds directorships in various subsidiaries of WH Group. He also served as an Executive Vice President and the Chief Financial Officer of WH Group from April 2016 to August 2021. Prior to this, Mr. Guo was WH Group’s Vice President and Chief Financial Officer from January 2014 to March 2016 and served as the Deputy Chief Executive Officer from October 2013 to January 2014. Mr. Guo was the Executive Vice President of Shuanghui Development from August 2012 to October 2013. Prior to that, he held various positions in Shuanghui Group, including serving as deputy director, director of the finance department and Chief Financial Officer. Mr. Guo has over 30 years of experience overseeing the financial operations of various companies. Mr. Guo obtained his adult higher education diploma in financial accounting from Henan Radio and Television University in July 1994 and obtained the completion certificate for the master of business administration program of the Graduate School of Renmin University of China in December 2004. Mr. Guo received his assistant accountant certificate awarded by the Ministry of Personnel of the People’s Republic of China in October 1994. We believe Mr. Guo is qualified to serve as our director because of his substantial experience in business management, accounting and financial operations and comprehensive knowledge of the industry. Hongwei Wan has served as a member of our Board since January 2025. Mr. Hongwei Wan has served as an Executive Director and the Deputy Chairman of the board of directors of WH Group since August 2021. He has also served as a director of Shuanghui Development since August 2018 and the Chairman of the board of directors of Shuanghui Development since August 2024. He also holds directorships in various subsidiaries of the Group. Mr. Hongwei Wan served as an assistant to the Chief Executive Officer of WH Group from January 2014 to August 2021 and was in charge of WH Group’s public relations department. He served as the Vice Chairman of the board of directors of Shuanghui Development from August 2018 to August 2024. Prior to that, he served as the secretary to the Chairman of Shuanghui Group. Mr. Hongwei Wan holds a Bachelor of Arts from York University in Toronto, Ontario. We believe Mr. Hongwei Wan is qualified to serve as our director because of his exceptional expertise in the industry we operate in and comprehensive understanding of our Company. Mr. Hongwei Wan is the son of Mr. Long Wan. Marie T. Gallagher has served as a member of our Board since January 2025. Ms. Gallagher spent nearly two decades at PepsiCo, Inc., where she served as Senior Vice President and Controller from May 2011 until her retirement in May 2025, after serving in various other roles at PepsiCo since 2005. As PepsiCo’s Chief Accounting Officer, Ms. Gallagher was responsible for PepsiCo’s global financial reporting and Sarbanes-Oxley processes and provided guidance on accounting and business issues, including strategic M&A activity in emerging markets and cybersecurity matters. Prior to joining PepsiCo, Ms. Gallagher served in various control roles of increasing responsibility at Altria Corporate Services, Inc. from 1992 to 2005, ending as Assistant Controller. Ms. Gallagher is currently a member of the board of directors of Sauer Brands, Inc. and serves as Audit Committee Chair. Ms. Gallagher served as a director of Glatfelter Corporation (NYSE: GLT) from February 2020 to November 2024, where she served as a member of the Audit Committee from February 2020 to February 2021 and the Audit Committee chair and a member of the Nominating and Governance Committee from February 2021 to November 2024. She currently serves on the boards of various not-for-profit companies. Ms. Gallagher is a Certified Public Accountant and holds a Bachelor’s Degree in Business Administration in Accounting from Pace University. We believe Ms. Gallagher is qualified to serve as our director because of her significant knowledge in corporate finance, financial reporting and accounting, as well as her broad experience in the food and beverage industry.
Directors Continuing in Office – Class I (Term Ending in 2028)
Directors Continuing in Office – Class I (Term Ending in 2028) C. Shane Smith has served as President and Chief Executive Officer of Smithfield and has served as a member of our Board since July 2021. He joined our Company in 2003 and has served in a variety of leadership roles for our U.S. and international operations since then. Mr. Smith served as an executive director at WH Group from August 2021 to January 2025. He served as our Chief Strategy Officer from January 2021 to July 2021. In that role, Mr. Smith was 12 Table of Contents also responsible for our hog production operations, Smithfield Renewables and our European and Mexican operations. Prior to that, Mr. Smith served as Executive Vice President of our European operations from April 2019 to January 2021, President of our Romanian operations from November 2017 to April 2019 and Chief Financial Officer of our European operations from September 2012 to April 2019. Mr. Smith holds a Bachelor of Science in Accounting from Mount Olive College and a Master of Business Administration (MBA) from the College of William and Mary in Virginia. We believe Mr. Smith is qualified to serve as our director because of his extensive experience in the meat processing industry and his leadership and in-depth knowledge of our Company. Xiaoming Zhou has served as a member of our Board since January 2025. Mr. Zhou has served as the Vice President of WH Group since May 2023, responsible for investment management of WH Group. Mr. Zhou has more than 15 years of experience in investment banking and corporate finance. Prior to joining WH Group, Mr. Zhou worked in BofA Securities, Inc. from May 2015 to May 2023 and most recently served as Managing Director of Global Investment Banking, advising corporate clients on capital raising and merger and acquisition transactions. Prior to that, he served as Vice President of Morgan Stanley’s investment banking division. Mr. Zhou holds a Bachelor in Economics (major in finance) and Bachelor of Science (major in statistics), both from Peking University. We believe Mr. Zhou is qualified to serve as our director because of his significant knowledge in corporate finance and capital raising, combined with his broad experience in investments in the industry in which we operate. John A. Quelch has served as a member of our Board since January 2025. Mr. Quelch has served as the Executive Vice Chancellor of Duke Kunshan University since January 2024. Mr. Quelch has also held professorship positions at Duke Kunshnan University and Duke University Fuqua School of Business since January 2024. He also has served as Chairman of the consulting firm Globalpraxis since January 2023. Mr. Quelch served as Dean and Vice Provost for Executive Education and the Leonard M. Miller University Chair at the University of Miami from July 2017 to December 2023. Between 2013 and 2017, he served as a professor at both Harvard Business School and Harvard T.H. Chan School of Public Health. Mr. Quelch was a Harvard Business School professor between 1979 and 2013, except for serving as Dean, Vice President and Distinguished Professor of International Management of the China Europe International Business School from 2011 to 2013 and Dean of the London Business School from 1998 to 2001. Mr. Quelch has served as an independent director of several publicly traded and private companies in the United States and the United Kingdom, as well as in nonprofit and public agency boards, including as chairman of the Massachusetts Port Authority. Mr. Quelch holds a Bachelor of Arts in Modern History and a Master of Arts from Exeter College, Oxford University and a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania. He also holds a Master of Science in Nutrition Science from T.H. Chan School of Public Health at Harvard University and a Doctor of Business Administration from Harvard Business School. We believe Mr. Quelch is qualified to serve as our director due to his extensive experience as a director of various public reporting companies, as well as his academic and management expertise. 13 Table of Contents
Consideration of Director Nominees
Consideration of Director Nominees
Director Qualifications
Director Qualifications Our Board believes that director candidates recommended for a position on our Board should have certain minimum qualifications to be met, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. In considering candidates recommended by the Nominating and Governance Committee and otherwise, the Board may consider a potential director candidate’s relevant experience and expertise to enable the director candidate to be able to offer germane advice and guidance to our management; proven achievement and competence in their field; the ability to exercise sound business judgment; an understanding of the fiduciary responsibilities required of a director; a commitment to devoting time and energy to the affairs of our Company; and a commitment to vigorously represent the long-term interests of our shareholders. The Nominating and Governance Committee retains the right to modify these criteria from time to time.
Shareholder Nominations
Shareholder Nominations The Nominating and Governance Committee will consider director candidates recommended by our shareholders. The Nominating and Governance Committee does not alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether a candidate is recommended by a shareholder or not. Shareholders who wish to recommend individuals for consideration by the Nominating and Governance Committee to become nominees for election to our Board at the 2027 Annual Meeting of Shareholders must do so by delivering a written recommendation to the Nominating and Governance Committee, c/o Smithfield Foods, Inc., 200 Commerce Street, Smithfield, VA 23430, no earlier than the close of business on February 2, 2027, but no later than March 4, 2027, unless the meeting date is more than 30 days before or 60 days after June 2, 2027, in which case the written recommendation must be received by our Corporate Secretary no later than the close of business on the 10th day following the day on which we 18 Table of Contents first publicly announce (by press release or a filing with the SEC) the date of the 2027 Annual Meeting of Shareholders. Each written recommendation must set forth, among other information: •the name and address of such shareholder as they appear on our Company’s books, and of such beneficial owner, if any, and any of their affiliates or associates or others acting in concert therewith; •(i) the class or series and number of shares of our Company and any other equity or debt securities of our Company that are, directly or indirectly, owned beneficially and of record by such shareholder, such beneficial owner or their respective affiliates or associates or others acting in concert therewith and the names and number of shares of our Company held by any nominees on behalf of any such persons; (ii) any Derivative Instrument (as defined in our Bylaws); (iii) any proxy (other than a revocable proxy given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), contract, arrangement or understanding pursuant to which such shareholder, beneficial owner, if any, or affiliates or associates or others acting in concert therewith has a right to vote any class or series of shares or other securities of our Company; (iv) any Short Interests (as defined in our Bylaws); (v) any rights to dividends or other distributions on the shares of our Company owned beneficially by such shareholder, beneficial owner, if any, or affiliates or associates or others acting in concert therewith that are separated or separable from the underlying shares of our Company; (vi) any proportionate interest in shares of our Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder, beneficial owner, if any, or affiliates or associates or others acting in concert therewith is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership; (vii) any material transaction occurring during the prior twelve (12) months between such shareholder or beneficial owner, if any, on the one hand, and we or any of our affiliates or any of their officers or directors, on the other hand, and (viii) any other material relationship between such shareholder or beneficial owner, if any, on the one hand, and us, any of our affiliates or any of their respective officers or directors, on the other hand; •a representation that the shareholder is a holder of record of stock of our Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination or other business; •a description of any agreement, arrangement or understanding with respect to the director nomination or business proposal(s), existing presently or existing during the prior twenty-four (24) months, between or among the shareholder or the beneficial owner, if any, on the one hand, and any of their respective affiliates and associates, on the other hand, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable); •any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; •all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected) and a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were 19 Table of Contents the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; •a statement whether or not the shareholder or beneficial owner, if any, proposing to nominate directors for election or reelection to our Board will deliver a proxy statement and form of proxy to holders of at least 67 percent of the voting power of all of the shares of capital stock of our Company entitled to vote on the election of directors or otherwise solicit proxies or votes from shareholders in support of such nomination and, if so, naming the participants (as defined in Item 4 of Schedule 14A under the Exchange Act) in any such solicitation; and •a completed and signed questionnaire, representation and agreement required by Section 9 of our Bylaws. If a proposed director candidate is recommended by a security holder in accordance with the procedural requirements discussed above, our Corporate Secretary will provide the foregoing information to the Nominating and Governance Committee. In addition, pursuant to Rule 14a-19 of the Exchange Act, the SEC’s universal proxy rule, notices of a solicitation of proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than April 3, 2027, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2027 Annual Meeting of Shareholders is more than 30 days before or after June 2, 2027, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2027 Annual Meeting of Shareholders or
Shareholder Nominations
the 10th calendar day following the day on which we first make a public announcement of the date of the 2027 Annual Meeting of Shareholders. A nomination that does not comply with the requirements set forth in the Charter and Bylaws will not be considered for presentation at the Annual Meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2027 Annual Meeting of Shareholders.
Evaluating Nominees for Director
Evaluating Nominees for Director Our Nominating and Governance Committee will consider director candidates who are suggested by members of the committee, other members of our Board, members of management, advisors and our shareholders who submit recommendations in accordance with the requirements set forth above. The Nominating and Governance Committee may, in the future, also retain a third-party search firm to identify candidates on terms and conditions acceptable to the Nominating and Governance Committee, but to date it has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates. The Nominating and Governance Committee will review candidates for director nominees in the context of the current composition of our Board, any specific needs of committees of the Board, our operating requirements, the long-term interests of our shareholders, independence requirements, service on other boards of directors and applicable laws, regulations, exchange listing requirements and contractual obligations of our Company. The Nominating and Governance Committee does not maintain a formal policy with respect to the consideration of diversity in identifying director nominees. In evaluating candidates for the Board, the Nominating and Governance Committee may consider the director nominee’s qualifications, skills and such other factors as it deems appropriate given the current needs of our Board, the committees and our Company, to maintain a balance of knowledge, experience, and capability. In the case of an incumbent director whose term of office is set to expire, the Board reviews such director’s overall service to our Company during the term, including the number of meetings attended, level of participation, quality of performance and, where necessary for the director’s membership on the Audit Committee while we are a “controlled company,” any other relationships and transactions that might impair such director’s independence. In the case of a new director candidate, the Board also determines whether the nominee must be independent for Nasdaq and SEC purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. 20 Table of Contents The Nominating and Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by shareholders, and recommend whether our Board should nominate the proposed director candidate for election by our shareholders.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We provide competitive compensation to our independent directors that enables us to attract and retain high quality directors and fosters their ownership of Smithfield equity, which further aligns their interests with those of our shareholders. On an annual basis, our Compensation Committee reviews compensation levels for our independent directors, informed by a summary of director compensation trends and a competitive analysis of peer company director compensation levels and practices, prepared by our Company’s independent compensation consultant. The Compensation Committee makes recommendations to our Board on the compensation of independent directors. Our directors other than our independent directors do not receive compensation for their service as directors of the Company. Our independent director compensation program consists of: •an annual cash retainer of $110,000; •an annual grant of restricted stock units with a grant value of $180,000; and •an additional annual cash retainer for the chair of the Audit Committee of $25,000 and for the members of the Audit Committee of $10,000. Cash retainers are paid to our independent directors quarterly in arrears. Restricted stock units are generally granted to our independent directors on the date that we hold our annual shareholder meeting and vest on the earlier of the subsequent annual shareholder meeting or one year after the grant date. Independent directors who join the Board during the year are granted a pro rata award of restricted stock units that vest on the earlier of the subsequent annual shareholder meeting or one year after the grant date. Independent directors who join our Board between annual meetings will have their annual retainers for their first term prorated. Directors who are also employees of the Company or directors or employees of any of our affiliates do not receive any compensation for their service as directors. Restricted stock units are administered under the 2025 Incentive Plan. In connection with the closing of our IPO in 2025, our independent directors received an initial annual grant of restricted stock units (27,000 restricted stock units in the aggregate, based on a grant date value of $540,000 and the initial public offering price of $20.00 per share), which will vest at the Annual Meeting. In addition, in 2025 we paid each of our independent directors approximately $25,000 in consulting fees related to advisory services provided to us in the month preceding the pricing of our IPO. Payments under the consulting agreements terminated once the appointment of our independent directors to our Board became effective in January 2025, and our independent directors now receive only the independent director compensation described above. The following table summarizes the compensation earned by or paid by the Company to each of our independent directors with respect to fiscal year 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Marie T. Gallagher | 135,000 | 180,000 | 26,500 | 341,500 | | Raymond A. Starling | 120,000 | 180,000 | 25,000 | 325,000 | | John A. Quelch | 120,000 | 180,000 | 25,000 | 325,000 |
DIRECTOR COMPENSATION
________________ (1)Consists of an annual cash retainer of $110,000 for each of our independent directors, plus an additional $25,000 for Ms. Gallagher as Chair of the Audit Committee and $10,000 for Messrs. Starling and Quelch for their service on the Audit Committee 22 Table of Contents (2)Represents the aggregate grant date fair value of the restricted stock units granted in fiscal year 2025 computed in accordance with FSB ASC Topic 718. (3)As of December 28, 2025, our independent directors each held 9,000 unvested restricted stock units. (4)Represents consulting fees related to advisory services provided to us in the month preceding the pricing of our IPO pursuant to consulting agreements entered into with each independent director. 23 Table of Contents
Compensation Process
Compensation Process Prior to our IPO, WH Group established our compensation strategy and philosophy. Since our IPO, our Compensation Committee has been responsible for determining our compensation philosophy, structuring our compensation and benefits programs, and determining appropriate payments and awards to our executive officers, including our NEOs. The Compensation Committee takes into consideration several factors when determining the compensation opportunity for the NEOs, including each NEO’s individual performance and experience, the importance of the role, and internal and competitive market data. 24 Table of Contents The Compensation Committee engaged Willis Towers Watson, a compensation consultant, in November 2025, to provide advice on executive compensation matters, including assisting in benchmarking compensation for the NEOs. Willis Towers Watson reviewed the Company’s 2025 compensation decisions and made certain recommendations, which the Compensation Committee may choose to implement in fiscal year 2026, in its discretion. Since being engaged by the Compensation Committee, Willis Towers Watson has provided consulting services to the Compensation Committee and has not provided any consulting services directly to the Company. The Compensation Committee, with Willis Towers Watson’s assistance, works with the Company’s executive officers to implement and monitor the programs that the Compensation Committee approves. Going forward, the Compensation Committee will regularly review the types of services provided by Willis Towers Watson and all fees paid for those services and conduct a formal evaluation of Willis Towers Watson on an annual basis. In addition, the Compensation Committee assessed the independence of Willis Towers Watson, as required under Nasdaq listing standards, for the period during which Willis Towers Watson was engaged in fiscal year 2025. The Compensation 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 Willis Towers Watson. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work performed by Willis Towers Watson. The Company has engaged Willis Towers Watson to continue providing the Company with advice on executive compensation matters for fiscal year 2026. The companies below made up the Company’s peer group, or the Compensation Peer Group, for fiscal year 2025 for purposes of benchmarking NEO compensation to the extent each such peer group member had a position comparable to the NEO’s position and available compensation information: Archer-Daniels-Midland Company; Bunge Global SA; Campbell Soup Company; Conagra Brands, Inc.; General Mills, Inc.; Hormel Foods Corporation; Ingredion Incorporated; Kellanova, Inc.; Lamb Weston Holdings, Inc.; McCormick & Company, Incorporated; Pilgrim's Pride Corporation; Post Holdings, Inc.; Seaboard Corporation; The Hershey Company; The J. M. Smucker Company; The Kraft Heinz Company; and Tyson Foods, Inc. From time to time, the Compensation Committee may revise the list of companies included in the Compensation Peer Group to ensure that the Company’s compensation practices, philosophy, and objectives remain aligned with market practices and that the Company stays competitive compared to similarly situated companies. The Company does not currently anticipate any changes to the Compensation Peer Group for fiscal year 2026.
Annual Incentive Program
Annual Incentive Program For fiscal year 2025, our annual incentive program provided for annual incentive awards payable upon the achievement of specified performance goals. The awards were payable 70% in cash, and 30% in restricted stock units, plus an additional 10% in stock options. Individual Target Annual Incentive Opportunities Each NEO’s annual incentive target for fiscal year 2025, as a percentage of base salary, was as follows:
Annual Incentive Program
| NEO | Incentive Target | | C. Shane Smith ..................................................................................................................... | 576% | | Mark L. Hall ......................................................................................................................... | 432% | | Steven J. France .................................................................................................................... | 518% | | Keller D. Watts ..................................................................................................................... | 432% | | Doug Sutton .......................................................................................................................... | 432% |
Annual Incentive Program
Annual Incentive Program Design for Fiscal Year 2025 For fiscal year 2025, the performance of our NEOs was measured against the following metrics, weighted as follows:
Annual Incentive Program
| Name | Normalized Net Income | Total Meat Sales Volume | Packaged Meats Segment Profit | Packaged Meats Sales Volume | | C. Shane Smith | 70% | 30% | — | — | | Mark L. Hall | 70% | 30% | — | — | | Steven J. France | 30% | — | 40% | 30% | | Keller D. Watts | 70% | 30% | — | — | | Doug Sutton | 70% | 30% | — | — |
Annual Incentive Program
For all NEOs, annual incentive payout opportunities for fiscal year 2025 were based on attaining pre-established performance levels set by WH Group. These included a target level (resulting in payout at target) and a stretch level (resulting in a payout above target, with no maximum cap). For fiscal year 2025, the threshold, target, and stretch performance, along with the corresponding payout opportunities, relating to Normalized Net Income for our NEOs were as follows, with non-linear interpolation for performance between payout levels:
Annual Incentive Program
| | Normalized Net Income (in $ millions) | Payout | | Below Threshold .............................................................................................. | <520 | 0% | | Threshold .......................................................................................................... | 520 | 60% | | Target ............................................................................................................... | 864 | 100% | | Stretch ............................................................................................................... | >864 | >100% |
Annual Incentive Program
________________ (1)For performance above target, each of our NEOs was entitled to receive 1% of the amount of Normalized Net Income in excess of the target of $864 million, with a maximum payout of 110% at $950 million. For fiscal year 2025, the performance as a percentage of target and the corresponding payout opportunities relating to Total Meat Sales Volume for our NEOs other than Mr. France were as follows, with non-linear interpolation for performance between threshold and target payout levels: 26 Table of Contents
Annual Incentive Program
| | Percentage of Performance Target | Payout | | Below Threshold .............................................................................................. | <85% | 0% | | Threshold .......................................................................................................... | 85% | 85% | | Target ............................................................................................................... | 100% | 100% | | Stretch ............................................................................................................... | >100% | >100%(1) |
Annual Incentive Program
________________ (1)For performance above target, the payout increases on a linear basis, such that each percentage point of performance above target increases the payout for this component of the bonus by one percentage point. For fiscal year 2025, the performance as a percentage of target and the corresponding payout opportunities relating to Packaged Meats Segment Profit for Mr. France were as follows, with non-linear interpolation for performance between threshold and target payout levels:
Annual Incentive Program
| | Percentage of Performance Target | Payout | | Below Threshold .............................................................................................. | <60% | 0% | | Threshold .......................................................................................................... | 60% | 60% | | Target ............................................................................................................... | 100% | 100% | | Stretch ............................................................................................................... | >100% | >100%(1) |
Annual Incentive Program
________________ (1)For every one percentage point increase above the target, Mr. France received an additional 0.0018% of the Packaged Meats Segment Profit result, with a maximum payout cap of 120%. For fiscal year 2025, the performance as a percentage of target and the associated payout opportunities relating to Packaged Meats Volume for Mr. France were as follows, with non-linear interpolation for performance between threshold and target payout levels:
Annual Incentive Program
| | Percentage of Performance Target | Payout | | Below Threshold .............................................................................................. | <85% | 0% | | Threshold .......................................................................................................... | 85% | 85% | | Target ............................................................................................................... | 100% | 100% | | Stretch ............................................................................................................... | >100% | >100%(1) |
Annual Incentive Program
________________ (1)For every one percentage point increase above the target, Mr. France received an additional approximately $15,500, with no maximum payout cap. SEC rules provide that we do not have to disclose confidential financial information if doing so would result in competitive harm to us. Total Meat Sales Volume, Packaged Meats Segment Profit and Packaged Meats Volume targets and results are competitively sensitive information that we maintain as confidential and proprietary information and do not publicly disclose. We believe that disclosure of such information would result in competitive harm to us. The target-level goals can be characterized as “strong performance,” meaning that, based on historical performance, although attainment of this performance level was uncertain, it could be reasonably anticipated that target performance would be achieved, while the threshold goals were more likely to be achieved and the stretch targets represented more aggressive levels of performance. 27 Table of Contents Our Compensation Committee has the ability to reduce or eliminate payouts for individual executive officers, including our NEOs, even if financial metrics are met, as well as to increase payouts based on individual performance or to award bonuses even if financial metrics are not met. In making these decisions, our Compensation Committee can consider factors such as the performance of the individual executive officer against their individual performance objectives in support of strategic priorities or additional financial metrics applicable to the business or functional area for which the executive officer was responsible. In addition, when comparing results to the performance targets, our Compensation Committee also has the discretion to make adjustments to our results for unbudgeted items that were not considered part of our ordinary operations and other events that may have impacted performance. This ensures that our executives are not unfairly rewarded for or penalized by these types of events. 2025 Annual Incentive and Discretionary Bonus Payments To the extent that an NEO earns an annual bonus, 70% is paid in cash, and 30% is paid in restricted stock units with a grant date value equal to 30% of the total bonus amount, and the NEO receives an additional 10% of the earned bonus amount in the form of stock options with a grant date value equal to 10% of the total bonus amount. Our NEOs also are eligible to earn discretionary bonuses, and to the extent that an NEO is awarded a discretionary bonus, 70% is paid in cash and 30% in restricted stock units, with an additional 10% in stock options. Each NEO has agreed to repay a portion of the cash discretionary bonus to the Company should he resign from employment for any reason, breach his restrictive covenants to the Company, or be terminated for “cause,” as follows: (1) if the repayment event occurs within one year following the bonus payment, the NEO will repay 100% of the bonus, and (2) if the repayment event occurs more than one year, but within two years, following the bonus payment, the NEO will repay 50% of the bonus. On March 3, 2026, the Compensation Committee approved the bonus amounts and discretionary bonuses for our NEOs for the 2025 fiscal year. For further details regarding bonuses awarded in 2025, see “—Summary Compensation Table” below.
Post-IPO Components of Executive Compensation
Post-IPO Components of Executive Compensation In connection with our IPO, our Board adopted an equity incentive plan, which we refer to as the Smithfield Foods, Inc. Omnibus Incentive Plan, or the 2025 Incentive Plan. Accordingly, following our IPO, equity incentive awards have become a component of compensation for our NEOs and are intended to align executive rewards with the interests of shareholders through long-term share-price exposure. In connection with the pricing of our IPO on January 27, 2025, we granted equity awards to certain of our employees and certain directors and employees of WH Group who contributed significantly to the success of the offering and our business, including each of our NEOs. Each such award was granted 50% in restricted stock units and 50% in stock options. Such restricted stock units and stock options vest in five equal annual installments. As discussed in “—2025 Annual Bonus Payments” above, in the first quarter of 2026 we paid a portion of the NEOs’ annual bonuses for fiscal year 2025 in restricted stock units and stock options. One third of the restricted stock units and stock options, respectively, were vested on the date of grant, and one third will vest on the first and second anniversaries of the date of grant, respectively. For further details regarding bonuses awarded with respect to fiscal year 2025 performance see “—Summary Compensation Table” below.
Equity Award Grant Practices
Equity Award Grant Practices The Compensation Committee may make equity grants at any time during the year as it deems appropriate. With respect to fiscal year 2025 performance, the only equity awards granted to our NEOs were the restricted stock units and stock options that were granted in connection with the IPO and the restricted stock units and stock options that were granted in the first quarter of 2026 as part of the payment of annual incentive awards for fiscal year 2025. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, nor does it time the disclosure of such material nonpublic information for purposes of affecting the exercise price of such awards or the value of executive compensation.
Employment Agreements
Employment Agreements We do not currently have employment agreements with any of our NEOs. However, our Board adopted the Executive Severance Plan, or the Severance Plan, in connection with the IPO, pursuant to which certain senior executive employees, including all of our NEOs, are entitled to severance benefits in certain situations. See “—Future Compensation Programs—Executive Severance Plan” for a description of the Severance Plan. 29 Table of Contents
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded or paid to our NEOs for services rendered in all capacities during fiscal year 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non- Equity Incentive Plan Compensation ($)(4) | Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | C. Shane Smith Chief Executive Officer | 2025 | 1,500,000 | 1,855,000 | 4,550,112 | 2,716,705 | 6,416,928 | 2,245,908 | 52,895 | 19,337,548 | | | 2024 | 1,500,000 | 3,000,000 | — | — | 8,710,000 | 1,630,365 | 62,058 | 14,902,423 | | Mark L. Hall Chief Financial Officer | 2025 | 1,000,000 | 1,225,000 | 2,575,056 | 1,658,354 | 3,208,464 | 1,630,571 | 19,759 | 11,317,204 | | | 2024 | 1,000,000 | 2,500,000 | — | — | 3,480,000 | 860,253 | 53,477 | 7,893,730 | | Steven J. France President, Packaged Meats | 2025 | 1,000,000 | 1,610,000 | 2,772,648 | 1,724,218 | 3,669,512 | 3,008,575 | 36,234 | 13,821,187 | | | 2024 | 1,000,000 | 2,500,000 | — | — | 3,770,000 | 2,524,228 | 39,433 | 9,833,661 | | Keller D. Watts Chief Business Officer | 2025 | 1,000,000 | 1,400,000 | 2,575,056 | 1,658,354 | 3,208,464 | 3,510,402 | 28,531 | 13,380,807 | | | 2024 | 1,000,000 | 2,000,000 | — | — | 3,480,000 | 2,220,257 | 44,622 | 8,724,879 | | Doug Sutton Chief Manufacturing Officer | 2025 | 1,000,000 | 1,400,000 | 2,575,056 | 1,658,354 | 3,208,464 | 3,330,500 | 42,388 | 13,184,762 | | | 2024 | 1,000,000 | 2,000,000 | — | — | 2,610,000 | 1,765,578 | 34,825 | 7,410,403 |
Summary Compensation Table
________________ (1)Represents the cash portion of the discretionary bonus paid to each of our NEOs in the first quarter of 2026. The restricted stock units and stock options granted during the first quarter of 2026 as payment for the discretionary bonuses will be reported in the Company’s 2027 Proxy Statement in accordance with SEC rules. 30 Table of Contents (2)Represents the aggregate grant date fair value of the restricted stock units granted in connection with the Company’s IPO in January 2025 and the restricted stock units granted during the first quarter of 2026 as payment for a portion of the NEO’s performance-based bonus paid for fiscal year 2025 computed in accordance with FASB ASC Topic 718. (3)Represents the aggregate grant date fair value of the stock options granted in connection with the Company’s IPO in January 2025 and the stock options granted during the first quarter of 2026 as payment for a portion of the NEO’s performance-based bonus paid for fiscal year 2025 computed in accordance with FASB ASC Topic 718. (4)Represents the cash portion of the total performance-based bonus paid to each of our NEOs in the first quarter of 2026 for fiscal year 2025, in respect of pre-established performance targets prior to any discretionary increase (i.e., 70% of each NEO’s performance-based bonus). (5)Amounts in this column represent the aggregate increase, if any, of the accumulated benefit liability relating to the NEO under the Salaried Pension Plan and the Supplemental Pension Plan in fiscal year 2025. Amounts are calculated by comparing values as of the pension plan measurement date used for the Company’s financial statements for the applicable year. The Company uses the same assumptions it uses for financial reporting under generally accepted accounting principles. The assumed retirement age for the above values is the earliest age at which an NEO could retire without any benefit reduction due to age (for the Supplemental Pension Plan) or the normal retirement age designated in the plan (for the Salaried Pension Plan), and the above values are calculated assuming each NEO survives to the assumed retirement age. (6)The amounts shown in this column consist of the components set forth in the table below, which include the contributions made with respect to each NEO under our 401(k) plan and the perquisites provided to each NEO.
Summary Compensation Table
| Name | Year | 401(k) plan matching contributions ($) | Personal use of aircraft ($)(a) | Personal use of car ($)(b) | Tax gross-ups and reimbursements ($)(c) | | C. Shane Smith | 2025 | 20,192 | 3,184 | 26,666 | 2,853 | | Mark L. Hall | 2025 | 19,442 | 4,743 | 5,067 | 317 | | Steven J. France | 2025 | 19,732 | 7,529 | 8,657 | 317 | | Keller D. Watts | 2025 | 17,731 | — | 10,301 | 499 | | Doug Sutton | 2025 | 23,500 | — | 18,888 | — |
Summary Compensation Table
_____________ a.Reflects the aggregate incremental cost to the Company of providing our NEOs with personal use of our Company-owned aircraft, based on hours flown for non-business purposes and our fully loaded hourly costs to operate such aircraft. In certain circumstances, our NEOs’ spouses and other family members may be permitted to accompany them on both personal and business travel using our Company-owned aircraft. We do not incur any aggregate incremental costs in respect of such spousal and family use. b.We provide a leased automobile to each of Messrs. Smith and Sutton, at our cost, and we provide a monthly allowance to each of Messrs. Hall, France and Watts to be applied towards personal automobile costs, plus reimbursement for certain fuel, maintenance, and related automobile ownership expenses. The amounts in this column represent our costs of providing such benefits. c.Amounts in this column represent certain tax reimbursements made to our NEOs in respect of taxes incurred by them due to the imputation of income for personal and spousal/family use of our Company-owned aircraft, and in the case of Messrs. Hall and France, income related to the automobile allowance provided to them. 31 Table of Contents
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information concerning awards granted to our NEOs in fiscal year 2025.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | C. Shane Smith | | 3,628,800 | 6,048,000 | — | — | — | — | — | | | 1/27/25 | — | — | — | — | 589,345 | 20.00 | 1,800,001 | | | 1/28/25 | — | — | — | 90,000 | — | — | 1,800,000 | | | 3/10/26 (5) | — | — | — | — | 389,303 | 24.25 | 1,181,704 | | | 3/10/26 (6) | — | — | — | 146,190 | — | — | 3,545,112 | | Mark L. Hall | | 1,814,400 | 3,024,000 | — | — | — | — | — | | | 1/27/25 | — | — | — | — | 392,897 | 20.00 | 1,200,002 | | | 1/28/25 | — | — | — | 60,000 | — | — | 1,200,000 | | | 3/10/26 (5) | — | — | — | — | 208,653 | 24.25 | 633,352 | | | 3/10/26 (6) | — | — | — | 78,353 | — | — | 1,900,056 | | Steven J. France | | 2,175,600 | 3,626,000 | — | — | — | — | — | | | 1/27/25 | — | — | — | — | 392,897 | 20.00 | 1,200,002 | | | 1/28/25 | — | — | — | 60,000 | — | — | 1,200,000 | | | 3/10/26 (5) | — | — | — | — | 248,470 | 24.25 | 754,216 | | | 3/10/26 (6) | — | — | — | 93,305 | — | — | 2,262,648 | | Keller D. Watts | | 2,175,600 | 3,024,000 | — | — | — | — | — | | | 1/27/25 | — | — | — | — | 392,897 | 20.00 | 1,200,002 | | | 1/28/25 | — | — | — | 60,000 | — | — | 1,200,000 | | | 3/10/26 (5) | — | — | — | — | 216,889 | 24.25 | 754,216 | | | 3/10/26 (6) | — | — | — | 81,446 | — | — | 1,975,056 | | Doug Sutton | | 2,175,600 | 3,024,000 | — | — | — | — | — | | | 1/27/25 | — | — | — | — | 392,897 | 20.00 | 1,200,002 | | | 1/28/25 | — | — | — | 60,000 | — | — | 1,200,000 | | | 3/10/26 (5) | — | — | — | — | 216,889 | 24.25 | 754,216 | | | 3/10/26 (6) | — | — | — | 81,446 | — | — | 1,975,056 |
Grants of Plan-Based Awards
________________ (1)As more fully described in “—Components of Executive Compensation—Annual Incentive Program—Annual Incentive Program Design for Fiscal Year 2025” above, each NEO was eligible to earn a performance-based incentive award for fiscal year 2025, 70% of which was payable in cash. Annual bonuses are not subject to a maximum. The amounts in these columns represent the amounts payable in cash. (2)Represents restricted stock units that vest in five equal annual installments on the first five anniversaries of January 27, 2025, subject to the NEO’s continuous service through such vesting dates. (3)Represents stock options that vest in five equal annual installments on the first five anniversaries of January 27, 2025, subject to the NEO’s continuous service through such vesting dates. (4)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. (5)As more fully described in “—Components of Executive Compensation—Annual Incentive Program—Annual Incentive Program Design for Fiscal Year 2025” above, each NEO was granted stock options with respect to 10% of the NEO’s total performance-based incentive award for fiscal year 2025. One third of the stock options were vested on the date of grant, and the remaining stock options will vest in two equal installments on March 10, 2027, and March 10, 2028, subject to the NEO’s continuous service through such vesting dates. (6)As more fully described in “—Components of Executive Compensation—Annual Incentive Program—Annual Incentive Program Design for Fiscal Year 2025” above, each NEO was granted restricted stock units with respect to 30% of the NEO’s total performance-based incentive award for fiscal year 2025. One third of the restricted stock units were vested on the date of grant, and the remaining restricted stock units will vest in two equal installments on March 10, 2027, and March 10, 2028, subject to the NEO’s continuous service through such vesting dates. 32 Table of Contents
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table contains information regarding restricted stock units and unexercised stock options held by our NEOs that were outstanding as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#)(2) | Market Value of Shares or Units of Stock that have not Vested ($)(3) | | C. Shane Smith | 1/27/25 | — | 589,345 | — | 20.00 | 1/27/35 | — | — | | | 1/28/25 | — | — | — | — | — | 90,000 | 2,019,600 | | Mark L. Hall | 1/27/25 | — | 392,897 | — | 20.00 | 1/27/35 | — | — | | | 1/28/25 | — | — | — | — | — | 60,000 | 1,346,400 | | Steven J. France | 1/27/25 | — | 392,897 | — | 20.00 | 1/27/35 | — | — | | | 1/28/25 | — | — | — | — | — | 60,000 | 1,346,400 | | Keller D. Watts | 1/27/25 | — | 392,897 | — | 20.00 | 1/27/35 | — | — | | | 1/28/25 | — | — | — | — | — | 60,000 | 1,346,400 | | Doug Sutton | 1/27/25 | — | 392,897 | — | 20.00 | 1/27/35 | — | — | | | 1/28/25 | — | — | — | — | — | 60,000 | 1,346,400 |
Outstanding Equity Awards at Fiscal Year-End
________________ (1)Represents stock options that vest in five equal annual installments on the first five anniversaries of January 27, 2025, subject to the NEO’s continuous service through such vesting dates. (2)Represents restricted stock units that vest in five equal annual installments on the first five anniversaries of January 27, 2025, subject to the NEO’s continuous service through such vesting dates. (3)Based on the closing share price of $22.44 on December 28, 2025.
Option Exercises and Stock Vested
Option Exercises and Stock Vested We did not maintain any equity incentive plans prior to our IPO. As more fully described in “Post IPO Components of Executive Compensation” above, no equity awards granted in 2025 feature vesting dates in 2025. Accordingly, our NEOs did not exercise any option awards or vest into any stock awards in fiscal year 2025. 33 Table of Contents
Pension Benefits
Pension Benefits The following table shows the present value of accumulated benefits that our NEOs are entitled to under the Salaried Pension Plan and the Supplemental Plan. No payments were made under the plans to our NEOs in 2025.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | C. Shane Smith ......................................... | Salaried Pension Plan | 18 | 397,490 | | | Supplemental Plan | 22 | 9,288,002 | | Mark L. Hall ............................................ | Salaried Pension Plan | 8 | 223,568 | | | Supplemental Plan | 12 | 4,001,987 | | Steven J. France ........................................ | Salaried Pension Plan | 15.24 | 524,213 | | | Supplemental Plan | 19 | 8,689,388 | | Keller D. Watts ......................................... | Salaried Pension Plan | 28 | 677,685 | | | Supplemental Plan | 32 | 8,311,926 | | Doug Sutton ............................................ | Salaried Pension Plan | 21 | 564,187 | | | Supplemental Plan | 25 | 6,807,304 |
Discussion of Pension Plans
Discussion of Pension Plans Each of our NEOs participates in the Salaried Pension Plan and the Supplemental Plan. The Salaried Pension Plan provides for retirement benefits that generally are a function of the participant’s average compensation during the five consecutive calendar years during the participant's last ten years of employment in which the participant’s compensation was the highest, or Final Average Earnings, and aggregate years of service. The Supplemental Plan provides a retirement benefit, which is the benefit calculated under the Salaried Pension Plan without application of compensation and benefit limits under federal tax laws, reduced by the benefit payable from the Salaried Pension Plan. The Supplemental Plan is maintained so that we can provide a retirement benefit for certain salaried employees that is approximately the same percentage of their earnings from the Company. The retirement benefit under the Salaried Pension Plan is a lifetime benefit payable at age 65 equal to the sum of (i) 0.8% of Final Average Earnings and (ii) 0.9% of Final Average Earnings in excess of Social Security Covered Compensation, with that sum multiplied by the years of service with the Company. Social Security Covered Compensation is determined annually by the Internal Revenue Service and represents an average of the amount of wages subject to Social Security taxes over a period of years. Compensation for purposes of Final Average Earnings is the total compensation shown on the participant’s W-2 reduced by any income from the exercise of stock options. Total compensation includes salary, bonus, non-equity incentive plan payments, stock awards when vested, and taxable perquisites from the Company. For NEOs, such compensation includes salary, bonus, and non-equity incentive plan compensation, each as shown in the Summary Compensation Table. For the Salaried Pension Plan, compensation for purposes of calculating accruals is limited to $350,000 for calendar year 2025 as set by the Internal Revenue Service. The Supplemental Plan limits yearly earnings for purposes of calculating accruals to $5,000,000. If a participant does not commence receiving benefits by age 65, the participant is entitled to a late retirement benefit, which is the greater of the benefit calculated at the participant’s normal retirement date actuarially increased to the actual retirement date and the benefit calculated at actual retirement date. A participant is eligible for early retirement after age 55 with five years of vesting service (age 60 for the Supplemental Plan). The early retirement benefit payable is the accrued benefit payable at age 65 reduced by 0.5% for each month that the early retirement date precedes the normal retirement date. The normal form of benefit for the Salaried Pension Plan and the Supplemental Plan is a single life annuity with monthly payments paid over the life of the participant. Married participants receive a joint and 50% survivor annuity with actuarially reduced monthly payments paid until the death of the participant and their spouse. The other optional 34 Table of Contents forms of retirement benefits in the Salaried Pension Plan include joint and 66.67%, 75%, or 100% annuities, and a ten- year certain and continuous annuity with payments guaranteed for ten years even if the participant dies. The Supplemental Plan also includes a five-year installment payment option in which the lump-sum value of the single life annuity is calculated based on factors specified in the Supplemental Plan and mandated by the Internal Revenue Service and then paid in five annual principal installments with interest credited on the unpaid installments at the same interest rate that is used to calculate the lump-sum value (currently segmented rates of 5.50% for the first 5 years, 5.76% for the next 15 years, and 5.83% for 20 or more years). In accordance with SEC rules, the present value of each NEO’s accumulated benefits under the Salaried Pension Plan and the Supplemental Plan, as shown in the table above, has been calculated in accordance with the benefit formulas described above and using the same assumptions as are used by us for financial reporting purposes under generally accepted accounting principles (except that retirement age is assumed to be the normal retirement age of 65).
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The table below provides information on benefits available to the NEOs for fiscal year 2025 under the Deferred Compensation Plan and the JM Deferred Compensation Plan, as applicable.
Non-Qualified Deferred Compensation
| Name | Plan | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year- End ($) | | C. Shane Smith ................... | N/A | — | — | — | — | — | | Mark L. Hall ...................... | JM Deferred Compensation Plan | — | — | 5,098 | — | 38,315 | | Steven J. France .................. | Deferred Compensation Plan | — | — | 185,832 | — | 1,381,187 | | Keller D. Watts ................... | Deferred Compensation Plan | — | — | 228,170 | — | 1,752,425 | | Doug Sutton ....................... | N/A | — | — | — | — | — |
Discussion of Non-Qualified Deferred Compensation
Discussion of Non-Qualified Deferred Compensation Deferred Compensation Plan Pursuant to the Deferred Compensation Plan, eligible employees, including our NEOs, are entitled to defer up to 80% of their annual base salary and earned cash bonuses. We may also make discretionary contributions to participants’ deferral accounts under the Deferred Compensation Plan from time to time. The portion of a participant’s deferral account that is attributable to employer contributions generally vests based on the participant’s years of service with the Company—with 20% vesting credit applied per year of service—and will vest earlier upon the first to occur of a change in control of the Company and the participant’s 65th birthday, death, or disability. Each participant may choose to have their deferral account notionally invested in one or more investment options that we make available from time to time, and deferral account values will track the investment performance of those deemed investment options selected by the participant. The vested portion of a participant’s account under the Deferred Compensation Plan will be distributed to the participant upon a separation from service with the Company, or if earlier and elected by the participant in connection with making a deferral election under the Deferred Compensation Plan, upon the participant’s disability, a change in control of the Company, or a fixed in-service date elected by the participant. Distributions will be made in a lump sum or, for distributions upon a separation from service and if elected by the participant in connection with making a deferral election under the plan, in up to ten annual installments. A participant may elect that in-service distributions be made in a lump sum or in up to four annual installments. 35 Table of Contents JM Deferred Compensation Plan Pursuant to the JM Deferred Compensation Plan, which has been frozen to new contributions since 2016, eligible employees were entitled to defer up to 80% of their annual base salary and earned cash bonuses. Despite the JM Deferred Compensation Plan being frozen to new contributions, there is still an opportunity for earnings on contributions made prior to the plan being frozen. Each participant may choose to have their deferral account notionally invested in one or more investment options that we make available from time to time, and deferral account values track the investment performance of those deemed investment options selected by the participant. Distributions from the participant’s account under the JM Deferred Compensation Plan will commence as of the first day of the month coinciding with or next following the date that is six months after such participant’s separation from service with the Company, or if earlier upon the participant’s death or certain emergencies. Distributions will be made in a lump sum or, if elected by the participant in writing in connection with making a deferral election under the plan, in no fewer than 24 and no more than 120 monthly installments. Our Chief Financial Officer, Mark L. Hall, had elected to defer a portion of his pay prior to the plan being frozen, and there have been earnings on the account in fiscal year 2025, as shown in the above table.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Pay Ratio Disclosure
Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S‑K, as mandated by the Dodd‑Frank Act, we must disclose the ratio of our CEO’s total annual compensation for fiscal year 2025 to the median total annual compensation of all of our employees. As permitted under the SEC rules, to determine our median employee, we chose “actual total cash compensation” as our consistently applied compensation measure. Using a determination date of October 31, 2025, our employee population excluding our Chief Executive Officer comprised 34,804 full-time, part-time, temporary, and seasonal employees. We used a valid statistical sampling approach to provide a reasonable estimate of the actual median total cash compensation and produce a sample of employees within +/-5% of that value, from which we selected our median employee. The median employee’s total compensation was $60,240, and our CEO’s total compensation was $19,337,548, as disclosed above. Thus, our estimate of the ratio of CEO pay to median worker pay is 321:1. This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules, as described above. As the SEC rules allow companies to adopt a wide range of methodologies and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the pay ratio reported above.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The following table and supporting narrative contain information regarding “compensation actually paid” to our NEOs and the relationship to Company performance. The table below discloses, for the last two fiscal years, (i) total compensation paid (as reported in the Summary Compensation Table) and “compensation actually paid” (“CAP”) to the individuals who served as the Company’s principal executive officer (“PEO”), (ii) average of the total compensation paid (as reported in the Summary Compensation Table) and average CAP to the individuals who served as non-PEO NEOs (“Non-PEO NEO”), (iii) cumulative total shareholder return of the Company and S&P Composite 1500 Food Products index cumulative total shareholder return; (iv) net income, and (v) the Company’s selected measure, Normalized Net Income. 38 Table of Contents
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ mm)(5) | Adjusted Net Income ($ mm)(6) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | | | | 2025 | 19,337,548 | 15,896,377 | 12,925,990 | 9,775,184 | 119 | 96 | 987 | 1,002 | | 2024 | 14,902,423 | 13,673,151 | 8,465,668 | 6,792,570 | — | — | 953 | 714 |
Pay Versus Performance Table
________________ (1)Reflects the total compensation reported in the Summary Compensation Table for our PEO, our Chief Executive Officer, Mr. Smith, for the applicable fiscal year. (2)Represents the “compensation actually paid” to our PEO and the average paid to our Non-PEO NEOs for the applicable fiscal year, 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 our PEO or any Non-PEO NEOs for the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s and Non-PEO NEOs’ total compensation, for the applicable fiscal year, to determine the CAP:
Pay Versus Performance Table
| | PEO | | Average Non-PEO NEOs | | | | 2024 | 2025 | 2024 | 2025 | | Summary Compensation Table Total | $14,902,423 | $19,337,548 | $8,465,668 | $12,925,990 | | Deduction for amounts reported in “Stock Awards” column of the Summary Compensation Table for applicable fiscal year | $0 | $(4,550,112) | $0 | $(2,624,454) | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table for the applicable fiscal year | $0 | $(2,716,705) | $0 | $(1,674,820) | | Increase based on ASC 718 fair value of awards granted during the applicable fiscal year that remain unvested as of the applicable fiscal year end, determined as of the applicable fiscal year end | $0 | $5,608,711 | $0 | $3,739,143 | | Increase based on ASC 718 fair value of awards granted during the applicable fiscal year that vested during the applicable fiscal year, determined as of the vesting date | — | — | — | — | | Increase/deduction for awards granted during the prior fiscal year that were outstanding and unvested as of the applicable fiscal year end, determined based on change in ASC 718 fair value from prior fiscal year end to applicable fiscal year end | — | — | — | — | | Increase/deduction for awards granted during prior fiscal year end that vested during the applicable fiscal year, determined based on change in ASC 718 fair value from prior fiscal year end to applicable fiscal year vesting date | — | — | — | — | | Deduction of ASC 718 fair value of awards granted during the prior fiscal year that were forfeited during applicable fiscal year, determined as of prior fiscal year end | — | — | — | — | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | $(1,630,365) | $(2,245,908) | $(1,837,579) | $(2,862,512) | | Increase for the Service Cost attributable to services rendered during the applicable fiscal year | $401,093 | $462,843 | $164,481 | $271,837 | | Compensation Actually Paid | $13,673,151 | $15,896,377 | $6,792,570 | $9,775,184 |
Pay Versus Performance Table
39 Table of Contents (3)Reflects the average total compensation reported in the Summary Compensation Table for our Non-PEO NEOs, Messrs. Hall, France, Watts, and Sutton, for the applicable fiscal year. (4)“TSR” stands for Total Shareholder Return. The Peer Group TSR shown in this table uses the S&P Composite 1500 Food Products index. The total dollar amounts included represent the value at the end of the applicable year of a hypothetical $100 investment in shares of the Company as of the beginning of the measurement period. The beginning of the measurement period for this purpose is assumed to be January 28, 2025, the day on which Smithfield Foods started publicly trading. (5)The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statements for the applicable year. (6)“Normalized Net Income” is a metric we use for incentive compensation purposes only that excludes from net income certain non-current asset disposal gains or losses. For 2025, Normalized Net Income excluded $2.2 million of gains on sales of certain or our hog farms in Missouri, net of taxes.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following chart provides a graphic depiction of the relationships between (A) CAP to the PEO and the average CAP to the Non-PEO NEOs for fiscal year 2024 and fiscal year 2025 and (B) the Company’s cumulative TSR and the S&P Composite 1500 Food Products index cumulative TSR for the portion of fiscal year 2025 during which the Company was publicly traded following its IPO on January 28, 2025. The following chart provides a graphic depiction of the relationships between (A) CAP to the PEO and the average CAP to the Non-PEO NEOs and (B) the Company’s Net Income, in each case for fiscal year 2025 and fiscal year 2024. 41 Table of Contents The following chart provides a graphic depiction of the relationships between (A) CAP to the PEO and the average CAP to the Non-PEO NEOs and (B) the Company’s selected measure, Normalized Net Income, in each case, for fiscal year 2025 and fiscal year 2024. 42 Table of Contents
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS