DEF 14A of Tyson Foods, Inc.
Filed Dec 18, 2024 · FY20240000100493-24-000195
TABLE OF CONTENTS
| Frequently Requested Information | | | Board Leadership Structure | 15 | | CEO Pay Ratio Disclosure | 61 | | Certain Transactions | 67 | | Clawback Policy | 47 | | Committees of the Board | 16 | | Director Compensation for Fiscal Year 2024 | 22 | | Director Nominee Diversity, Tenure and Age | iv | | Environmental, Social and Governance | 19 | | Human Capital Management | 20 | | Pay Versus Performance Disclosure | 62 | | Policy on Hedging and Pledging | 47 | | Political Contributions and Expenditures Policy | 21 | | Stock Ownership Requirements | 47 |
DIRECTOR NOMINEES
DIRECTOR NOMINEES The following table contains information about the candidates who have been nominated for election to the Board of Directors (the “Board”) of the Company, including committee assignments as of the last day of fiscal year 2024 (September 28, 2024). Each nominee is currently a director of the Company. Jonathan D. Mariner, currently a director of the Company, having expressed his preference not to be renominated to the Board, is not being put forward as a director nominee and his term will end at the Annual Meeting. The Board thanks him for his service and many contributions to the Company. Additional biographical information about the nominees can be found in the section titled “Election of Directors” in this Proxy Statement.
DIRECTOR NOMINEES
| Name | Age | Director Since | Independent During Fiscal Year 2024 | Committee Assignments for Fiscal Year 2024 | | John H. Tyson m | 71 | 1984 | No | E | | Les R. Baledge | 67 | 2020 | No | G♦ | | Mike Beebe | 77 | 2015 | Yes | G | | Maria Claudia Borras | 55 | 2021 | Yes | C, S | | David J. Bronczek | 70 | 2020 | Yes | C, G* | | Donnie King | 62 | 2022 | No | | | Maria N. Martinez | 67 | 2024 | Yes | G, S | | Kevin M. McNamara † : | 68 | 2007 | Yes | A, E | | Cheryl S. Miller : | 52 | 2016 | Yes | A, C* | | Kate B. Quinn | 60 | 2024 | Yes | A**, G, S | | Jeffrey K. Schomburger | 62 | 2016 | Yes | C, S* | | Barbara A. Tyson | 75 | 1988 | Yes | E | | Noel White | 66 | 2018 | No | |
DIRECTOR NOMINEES
| A - Audit Committee | C - Compensation and Leadership Development Committee | G - Governance and Nominating Committee | | S - Strategy and Acquisitions Committee | E - Executive Committee | m Chairman of the Board | | † Lead Independent Director and Vice Chairman of the Board | * Committee Chairperson | : Audit Committee Financial Expert ♦ Non-voting member | | **Kate B. Quinn is nominated for the position of Chair of the Audit Committee, to be effective as of the date of the Annual Meeting. | | |
DIRECTOR NOMINEE DIVERSITY, TENURE AND AGE
DIRECTOR NOMINEE DIVERSITY, TENURE AND AGE The following charts provide summary information about our director nominees’ personal characteristics, including gender, ethnicity, independence and tenure, to illustrate the diversity of perspectives of our director nominees. Additional biographical information about the nominees can be found in the section titled “Election of Directors” in this Proxy Statement.
DIRECTOR NOMINEE SKILLS AND EXPERIENCE
DIRECTOR NOMINEE SKILLS AND EXPERIENCE
DIRECTOR NOMINEE SKILLS AND EXPERIENCE
| Executive Leadership | Strategy & Growth Experience | | Executive leadership experience brings skills and qualifications that help our Board advise and support our management team and execute our strategies. | Strategy and growth experience assists our Board with evaluating potential strategic acquisitions, joint ventures or divestitures. | | Financial Expertise | Foodservice and Consumer Products Industry Experience | | Financial expertise experience assists our Board in overseeing our financial reporting, capital structure and internal audit and controls processes. | Foodservice and consumer products industry experience and market knowledge bring a deep understanding of factors affecting our industry, operations, business needs and strategic goals. | | Public Company Board Experience | Global Experience | | Public company board experience provides insight into new and best practices for corporate governance and mitigating significant business risks. | Directors with a global perspective help us make key strategic decisions in international markets. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The number of directors that will serve on the Board following the Annual Meeting is expected to be thirteen (13) but may be changed in the manner provided in the Company’s by-laws. Each director is elected until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified. Our by-laws provide that no person shall be nominated to serve as a director after they have passed their 72nd birthday (the “Retirement Age By-law”), unless the Board has voted, on an annual basis, to waive or continue to waive the Retirement Age By-law for a nominee. Set forth below is biographical information for each director nominee chosen by the Board to stand for election at the Annual Meeting. The slate consists of nine (9) independent director nominees and four (4) non-independent director nominees. Jonathan D. Mariner, currently a director of the Company, having expressed his preference not to be renominated to the Board, is not being put forward as a director nominee and his term will end at the Annual Meeting. Each of the director nominees is currently serving as a director of the Company and, except for Maria N. Martinez, was elected at the 2024 annual meeting of shareholders. The Board recommends that each director nominee be elected at the Annual Meeting.
ELECTION OF DIRECTORS
| John H. Tyson | | | | John H. Tyson, 71, is Chairman of the Board. Mr. John H. Tyson has been a member of the Board since 1984, has served as Chairman since 1998, and served as Chief Executive Officer from 2000 until 2006. Mr. John H. Tyson has devoted his professional career to the Company and brings extensive understanding of the Company, its operations and the protein and food processing industries to the Board. Through his leadership experience gained as Chief Executive Officer, Mr. John H. Tyson provides the Board with critical insight into the Company’s business. In addition, Mr. John H. Tyson, through his association with the Tyson Limited Partnership and his individual shareholding interests, has a substantial personal interest in the Company. The Board believes that Mr. John H. Tyson’s leadership experience and knowledge of the Company acquired through his years of service to the Company and his personal stake in its success qualify him to serve on the Board. | | Position: Chairman of the Board | | | Age: 71 | | | Director Since: 1984 | | | Les R. Baledge | | | | Les R. Baledge, 67, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004. Prior to joining the Company, Mr. Baledge practiced corporate and finance law where he served as a financial, strategic and legal advisor to numerous private and public entities. He began assisting the Company with legal matters in 1982. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve on the Board. | | Age: 67 | | | Director Since: 2020 | |
ELECTION OF DIRECTORS
| Mike Beebe | | | | Mike Beebe, 77, served as the Governor of the State of Arkansas from 2007 to 2015. Prior to the governorship, he served as the state’s Attorney General from 2003 to 2007, prior to which he served as a state senator for 20 years. Governor Beebe also serves on the board of Home BancShares, Inc. Governor Beebe has been a member of the Board since 2015. The Board believes that his extensive leadership experience, ability to collaborate and his long-time support and understanding of business qualify him to serve on the Board. In consideration of these qualities and Governor Beebe’s tenure on the Board, the Board waived the Retirement Age By-law and nominated him to serve on the Board for the coming year. | | Age: 77 | | | Director Since: 2015 | | | Independent | | | Maria Claudia Borras | | | | Maria Claudia Borras, 55, was appointed Chief Growth & Experience Officer at Baker Hughes Company, an international energy technology company, in September 2024. Ms. Borras previously served as Executive Vice President, Oilfield Services & Equipment at Baker Hughes from 2022 to 2024, and as Executive Vice President, Oilfield Services at Baker Hughes from 2017 to 2022. This role immediately followed a two-year period during which she was Chief Commercial Officer for GE Oil & Gas. Prior to 2015 and beginning in 1994, Ms. Borras served in various executive and management roles, both domestic and international, at Baker Hughes Incorporated. During her 30-year career, Ms. Borras has gained deep experience in both industrial manufacturing and oilfield service delivery for complex project environments, while consistently improving underperforming businesses, growing market share, and delivering sustainable results. Ms. Borras has been a member of the Board since 2021. The Board believes that her successful record and broad experience in organizational transformations, process improvements, and growth strategies, as well as her extensive experience overseeing operations in multiple countries, qualify her to serve on the Board. | | Age: 55 | | | Director Since: 2021 | | | Independent | |
ELECTION OF DIRECTORS
| David J. Bronczek | | | | David J. Bronczek, 70, previously served as President and Chief Operating Officer of FedEx Corporation, a global logistics and transportation company, until his retirement in 2019. He worked at FedEx for more than 40 years, starting as a courier and progressing into the company’s management ranks. His roles included leading FedEx Express in Canada, Europe, the Middle East, Asia and Africa, and later serving for 17 years as President and CEO of FedEx Express. Mr. Bronczek also has experience as an independent company director, serving on the board of Yellowstone Acquisition Group since October 2020, where he was a member of the Audit Committee and served as Chair of the Compensation Committee. He also served on the boards of IATA, International Air Transportation Association, and International Paper. Mr. Bronczek has been a member of the Board since May 2020. The Board believes that his extensive experience managing the logistics operation of a large global company qualify him to serve on the Board. | | Age: 70 | | | Director Since: 2020 | | | Independent | | | Donnie King | | | | Donnie King, 62, has served as President and Chief Executive Officer since June 2021 after serving as Chief Operating Officer since February 2021 and Group President Poultry since September 2020. Mr. King served as Group President, International and Chief Administration Officer from February 2019 to September 2020, in addition to the role of Group President, International from January 2019 to February 2020. Mr. King previously served as President, North American Operations from 2015 to 2016 and President, North American Operations and Foodservice in 2014. Mr. King was initially employed by Valmac Industries in 1982. Valmac Industries was acquired by the Company in 1984. Mr. King was self-employed from 2017 to 2019 before returning to the Company. Mr. King has been a member of the Board since 2022. The Board believes Mr. King’s more than 39 years of experience in the food industry and his successful tenure in various senior leadership roles with the Company qualify him to serve on the Board. | | Age: 62 | | | Director Since: 2022 | |
ELECTION OF DIRECTORS
| Maria N. Martinez | | | | Maria N. Martinez, 67, retired from Cisco Systems, Inc. after having served as Executive Vice President and Chief Operating Officer from March 2021 to May 2024 and Executive Vice President and Chief Customer Experience officer from April 2018 to March 2021. Prior to joining Cisco, Ms. Martinez served in a variety of senior executive roles at Salesforce, Inc., including President, Global Customer Success and Latin America from March 2016 to April 2018; President, Sales and Customer Success from February 2013 to March 2016; Executive Vice President and Chief Growth Officer from February 2012 to February 2013; and Executive Vice President, Customers for Life from February 2010 to February 2012. Prior to joining Salesforce, she managed the global services business for Microsoft Corporation, including professional services and customer support for all products. Ms. Martinez has also held a number of other leadership positions at Motorola, Inc. and AT&T Inc., and served as Chief Executive Officer of Embrace Networks, Inc. Ms. Martinez has served on the board of McKesson Corporation, a medical supplies distributor, since 2019. Ms. Martinez has received several distinctions for her leadership, including the No. 2 ranking on the ALPFA (Association for Latino Professionals for America) list of the 50 Most Powerful Latinas. Ms. Martinez has been a member of the Board since 2024. The Board believes that Ms. Martinez’s extensive experience in operations and digital transformation qualify her to serve on the Board. | | Age: 67 | | | Director Since: 2024 | | | Independent | | | Kevin M. McNamara | | | | Kevin M. McNamara, 68, is the founding principal of McNamara Family Ventures, a family investment office providing venture and growth capital to health care companies. He currently serves (since March 2024) as Executive Chairman of Harmony Cares, a private equity-backed healthcare company delivering care to Medicare beneficiaries under value-based care arrangements. He served as a director until March 2023 at SignifyHealth (formerly CenseoHealth), a nationwide leader in physician in-home health assessments, after having served as its Chief Executive Officer from 2015 to June 2018. Mr. McNamara has been a member of the Board since 2007, has served as Lead Independent Director since September 2019 and was appointed Vice Chairman of the Board in February 2020. Mr. McNamara’s financial expertise and professional experience are critical to the Board and its committees. His experience overseeing financial reporting processes, internal accounting and financial controls, as well as managing independent auditor engagements, qualifies him as an “audit committee financial expert” within the meaning of the regulations of the SEC. The Board believes that Mr. McNamara’s financial expertise and management experience as both a principal financial officer and director of other public companies qualify him to serve on the Board. | | Age: 68 | | | Director Since: 2007 | | | Independent | |
ELECTION OF DIRECTORS
| Cheryl S. Miller | | | | Cheryl S. Miller, 52, most recently served as Chief Financial Officer of West Marine, the nation’s leading omni-channel provider of products, services and expertise for the marine aftermarket, from January 2022 to October 2022. She previously served as Executive Strategic Advisor to JM Family Enterprises, a diversified automotive company, from May 2021 to December 2021, prior to which she served as Executive Vice President and Chief Financial Officer of JM Family Enterprises from January 2021 to April 2021. She also currently serves on the board of directors and as chair of the audit committee of Celsius Holdings, a global lifestyle fitness drink company and on the board of directors of Old Dominion Freight Line, a leading, less-than-truckload (“LTL”) motor carrier. She previously served as President and Chief Executive Officer of AutoNation, Inc., a publicly traded automotive retailer with major metropolitan franchises and e-commerce operations from July 2019 to April 2020, prior to which she served as Executive Vice President and Chief Financial Officer of AutoNation, Inc. since 2014, and as its Treasurer and Vice President of Investor Relations since 2010. Ms. Miller also served on the board of AutoNation, Inc. from July 2019 to July 2020. Ms. Miller has been a member of the Board since 2016. Her experience overseeing financial reporting processes, internal accounting and financial controls, as well as managing independent auditor engagements, qualifies her as an “audit committee financial expert” within the meaning of the regulations of the SEC. The Board believes that Ms. Miller’s more than 20 years of corporate finance experience, financial statement expertise and deep understanding of public company shareholder matters qualify her to serve on the Board. | | Age: 52 | | | Director Since: 2016 | | | Independent | | | Kate B. Quinn | | | | Kate B. Quinn, 60, was the Vice Chair and Chief Administrative Officer of U.S. Bancorp from 2017 to 2023, ranked by American Banker as one of the most powerful women in banking for five years running. She joined U.S. Bancorp in 2013. Prior to joining U.S. Bancorp Ms. Quinn served as Senior Vice President and Chief Marketing Officer at Anthem, a health benefits company, where she directed marketing, customer communications, digital, customer experience, and retail strategies. She previously served as Anthem’s Vice President of Corporate Marketing. Ms. Quinn has also previously served as Chief Marketing and Strategy Officer at a division of The Hartford, following leadership roles in strategy and product development at CIGNA and PacifiCare Health Systems, respectively. Ms. Quinn also served on the board of Rite Aid, as well as the Fastbreak Foundation. She served on the Board of Trustees at United Way U.S.A. from 2017 to 2022. She has previously served on the board of Ontrak, Inc. and Taylor Communications. Ms. Quinn has been a member of the Board since 2024. The Board believes that Ms. Quinn’s extensive experience with business strategy, marketing, customer experience and retail operations qualify her to serve on the Board. | | Age: 60 | | | Director Since: 2024 | | | Independent | |
ELECTION OF DIRECTORS
| Jeffrey K. Schomburger | | | | Jeffrey K. Schomburger, 62, retired as Global Sales Officer for The Procter & Gamble Company (P&G) in 2019, a position he held since 2015. He previously held numerous leadership positions with P&G since joining the company in 1984, including President of P&G’s global Walmart team from 2005 to 2015. Mr. Schomburger has been a member of the Board since 2016. The Board believes that Mr. Schomburger’s deep understanding of the branded consumer packaged goods business and his extensive management experience qualify him to serve on the Board. | | Age: 62 | | | Director Since: 2016 | | | Independent | | | Barbara A. Tyson | | | | Barbara A. Tyson, 75, served as Vice President of the Company until 2002, when she retired and became a consultant to the Company. She ceased serving as a consultant in 2011. Ms. Tyson has been a member of the Board since 1988. Through her years of experience as both an officer and director of the Company, Ms. Tyson developed an understanding of the Company and its operations, which allows her to assist the Board in its development of the Company’s long-term strategy. Ms. Tyson, as the sole income beneficiary of the BT 2015 Fund, also has a substantial personal interest in the Company. Ms. Tyson has also served on the board of Arkansas Children’s Hospital Northwest since July 2017. The Board believes that Ms. Tyson’s management experience, understanding of the Company and personal interest in the Company’s success qualify her to serve on the Board. In consideration of these qualities and Ms. Tyson’s tenure on the Board, the Board waived the Retirement Age By-law and nominated her to serve on the Board for the coming year. | | Age: 75 | | | Director Since: 1988 | | | Independent | |
ELECTION OF DIRECTORS
| Noel White | | | | Noel White, 66, served as Executive Vice Chairman of the Board from October 3, 2020 to December 31, 2023, prior to which he served as Chief Executive Officer of the Company from September 2018 to October 3, 2020, and as President from September 2018 to December 2019. Mr. White has been a member of the Board since October 2018. Prior to his appointment as President and Chief Executive Officer, he served as a Group President Fresh Meats and International and Chief Operations Officer for the Company in 2017, prior to which he served as a President, Poultry since 2013 after serving as a Senior Group Vice President, Fresh Meats since 2009. The Board believes Mr. White’s more than 40 years of experience in the food industry with the Company and IBP, inc. (which was acquired by the Company in 2001) and his successful tenure in senior leadership roles with the Company qualify him to serve on the Board. | | Age: 66 | | | Director Since: 2018 | |
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE DIRECTORS NOMINATED BY THE BOARD. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” EACH BOARD NOMINEE UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024 The Company’s compensation program for non-employee directors (the “Director Compensation Policy”) is designed to enable the Company to attract, retain and motivate highly qualified directors to serve on the Board. The Director Compensation Policy is also intended to be competitive with those of other companies in the Compensation Peer Group (as defined in the section titled “Compensation Discussion and Analysis—How We Determine Compensation—Role of Compensation Consultants/Benchmarking” in this Proxy Statement) and to further align the interests of these directors with those of our shareholders by compensating directors with a mix of cash and equity-based compensation. Directors who are employees of the Company receive no additional compensation for serving on the Board or its committees. The Compensation and Leadership Development Committee is responsible for recommending to the Board changes in director compensation. The Compensation and Leadership Development Committee periodically reviews non-employee director compensation trends and data from the Compensation Peer Group and other relevant and comparable market data including reports on the competitiveness of compensation for non-employee directors received from the Company’s compensation consultant. Each of the Company’s non-employee directors currently receives the compensation described below. In fiscal year 2024 the Company’s Director Compensation Policy provided the following elements of compensation to non-employee directors: •An annual retainer of $115,000 (payable in quarterly installments). •A grant of a deferred stock award for shares of Class A Common Stock having a value of $175,000 (with $55,000 in value to the Lead Independent Director and Vice Chairman) on the date of election or re-election as a director at the Annual Meeting, which award does not become payable until 180 days (unless the director elects otherwise) after the director ceases to serve on the Board. The director may elect different deferral and distribution options, including having the award distributed on the date of election or re-election, as applicable. •An additional annual retainer (payable in quarterly installments) for each of the following positions in the amounts shown:
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| Lead Independent Director and Vice Chairman | $180,000 | | Chairperson of the Audit Committee | $25,000 | | Chairperson of the Compensation and Leadership Development Committee | $20,000 | | Chairperson of the Governance and Nominating Committee | $20,000 | | Chairperson of the Strategy and Acquisitions Committee | $20,000 |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
Directors do not receive individual meeting fees. Each non-employee director also had the option to defer any portion of their cash retainer (which would be credited with interest semi-annually) or to receive Class A Common Stock in lieu of the cash retainer. None of our non-employee directors opted to defer any portion of the cash retainer or to receive Class A Common Stock in lieu of the cash retainer. As described in greater detail in the section titled “Compensation Discussion and Analysis—Stock Ownership Requirements” in this Proxy Statement, the Board has established stock ownership requirements for the non-employee directors to strengthen the alignment between the interests of the Company’s directors and senior officers and the interests of its shareholders.
Changes to Director Compensation Policy
Changes to Director Compensation Policy In the third quarter of fiscal year 2024, the Company’s compensation consultant reviewed the competitiveness of the Director Compensation Policy. Based on this review, the Company’s compensation consultant recommended certain changes to the Director Compensation Policy. As a result, the Compensation and Leadership Development Committee recommended, and the Board subsequently approved, amendments to the Director Compensation Policy to: •increase the annual retainer from $115,000 to $125,000, effective as of May 9, 2024 (the “Adoption Date”); •increase the value of the annual deferred stock award for shares of Class A Common Stock from $175,000 to $190,000, in each case, effective as of the date of the next scheduled annual grant of such deferred stock award following the Adoption Date; •increase the additional annual cash retainer for the Chairpersons of the Compensation and Leadership Development Committee, the Governance and Nominating Committee and the Strategy and Acquisitions Committee from $20,000 to $25,000, effective as of the Adoption Date; and •increase the additional annual cash retainer for the Chairperson of the Audit Committee from $25,000 to $30,000, effective as of the Adoption Date. The table below summarizes the total compensation earned or paid by the Company to non-employee directors with respect to fiscal year 2024.
Changes to Director Compensation Policy
| Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Les R. Baledge (4) | 125,000 | 175,000 | — | — | — | 10,783 | 310,783 | | Mike Beebe (4) | 120,000 | 175,000 | — | — | — | 4,616 | 299,616 | | Maria Claudia Borras (4) | 120,000 | 175,000 | — | — | — | 5,547 | 300,547 | | David J. Bronczek (4) | 137,500 | 175,000 | — | — | — | 2,345 | 314,845 | | Mikel A. Durham | 120,000 | 175,000 | — | — | — | — | 295,000 | | Jonathan Mariner (4) | 147,500 | 175,000 | — | — | — | 3,431 | 325,931 | | Maria N. Martinez | 31,250 | 126,667 | — | — | — | — | 157,917 | | Kevin M. McNamara (4) (5) | 300,000 | 230,000 | — | — | — | 3,612 | 533,612 | | Cheryl S. Miller (6) | 142,500 | 175,000 | — | — | — | 1,000 | 318,500 | | Kate B. Quinn | 91,250 | 175,000 | — | — | — | — | 266,250 | | Jeffrey K. Schomburger (4) | 142,500 | 175,000 | — | — | — | 9,910 | 327,410 | | Barbara A. Tyson (7) | 120,000 | 175,000 | — | — | — | 57,310 | 352,310 | | Noel White (8) | 91,250 | 175,000 | — | — | — | 870,532 | 1,136,782 |
Changes to Director Compensation Policy
(1)As Company employees, Messrs. John H. Tyson and King are not separately compensated for their service on the Board. Messrs. John H. Tyson’s and King’s compensation is included in the section titled “Executive Compensation—Summary Compensation Table for Fiscal Year 2024” in this Proxy Statement. For information regarding the compensation arrangement with Mr. White, who was a Company employee until December 31, 2023, see footnote (8) below. (2)The amounts in this column represent the grant date fair value of deferred stock awards granted in fiscal year 2024 ($52.58 per share on the date of grant for all directors except Ms. Martinez whose grant upon election was at $57.36 per share). The Company has determined the fair value of these awards in accordance with the stock-based compensation accounting rules set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024. Recipients of these awards are entitled to dividends during the deferral period. These dividends are converted to additional shares and credited to each recipient, who then receives these additional shares upon distribution. (3)As of the last day of fiscal year 2024, outstanding deferred stock awards, per individual elections, for individuals serving as non-employee directors during fiscal year 2024 were as follows: Mr. Baledge (13,287); Governor Beebe (3,210); Ms. Borras (10,998); Mr. Bronczek (13,301); Ms. Durham (15,554); Mr. Mariner (15,087); Ms. Martinez (0); Mr. McNamara (66,403); Ms. Miller (16,409); Ms. Quinn (3,415); Mr. Schomburger (18,829); Ms. Tyson (48,805) and Mr. White (3,415). (4)The amounts in the “All other compensation” column represent personal use of Company-owned aircraft, guest attendance at events and taxes reimbursed. (5)Mr. McNamara receives quarterly retainers in connection with his role as Lead Independent Director and Vice Chairman. (6)The amount in the “All other compensation” column represents a donation matching payment. (7)The amount in the “All other compensation” column includes the Executive Rewards Allowance, pursuant to which Ms. Tyson receives an annual cash allowance of $12,000 and premiums paid by the Company for a health insurance plan for Ms. Tyson in the amount of $11,816. (8)In connection with Mr. White’s retirement as the Company’s CEO, Mr. White entered into a second amended and restated employment agreement which expired on December 31, 2023. This employment agreement provided for, among other things, an annual base salary of $1,000,000 beginning October 2, 2022 until the expiration of the employment agreement. It also provided for participation in the Company’s benefit plans. In connection with the expiration of Mr. White’s second amended and restated employment agreement, the Company entered into a consulting agreement which entitles him to for personal use of Company-owned aircraft for up to 31 hours, in a manner consistent with Company policy. The amount in the “All other compensation” column represents Mr. White’s base salary of $250,000 in fiscal year 2024 (in connection with his second amended and restated employment agreement), $102,586 for personal use of Company-owned aircraft, and $76,443 in other employee benefits (including Company contributions to his Employee Stock Purchase Plan account in the amount of $6,250 and his Executive Savings Plan account in the amount of $19,231, premiums paid by the Company for a long-term disability benefit in the amount of $385, and taxes reimbursed in the amount of $50,577) and $441,503 in annuity distributions from the Retirement Income Plan. The values expressed for personal use of Company-owned aircraft are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. These grants were made under the Stock Incentive Plan. As of the last day of fiscal year 2024, Mr. White held 303,550 stock options.
How We Determine Compensation
How We Determine Compensation Determining Performance Measures. The Compensation and Leadership Development Committee sets challenging but realizable performance measures that are fully achieved only as a result of strong performance. As part of our pay-for-performance philosophy, if targets and pre-determined goals are not fully met, payouts may be reduced or not made. Consistent with the Company’s pay-for-performance philosophy, the Compensation and Leadership Development Committee selects financial performance measures under the annual and stock incentive plans that support the Company’s short-term and long-term business plans and strategies and incentivize management to focus on actions that create long-term shareholder value. The Compensation and Leadership Development Committee also selects certain non-financial performance measures which may modify annual incentive payments for all Enterprise Leadership Team members, including the NEOs, and which support and incentivize management to promote the Company’s core values. In setting targets for the short-term and long-term performance measures, the Compensation and Leadership Development Committee considers the Company’s annual and long-term business goals and strategies and certain other factors, including the Company’s projected operating environment and economic and industry conditions. The Compensation and Leadership Development Committee recognizes that performance goals will change over time to reflect market practices, evolving business strategies and priorities, and developments in the Company’s core values. Accordingly, the Compensation and Leadership Development Committee regularly reassesses the performance measures and goals used and determines, at least on an annual basis, the most appropriate financial and non-financial performance measures to be used in connection with evaluating performance payouts for our Enterprise Leadership Team. Role of the Compensation and Leadership Development Committee. In general, the Compensation and Leadership Development Committee works with management and external experts to set the Company’s executive compensation philosophy and objectives and to compensate key executives accordingly. More specifically, the Compensation and Leadership Development Committee periodically reviews and approves: •the Company’s stated compensation philosophy, corporate goals and objectives relevant to executive officer compensation and total compensation policy to evaluate whether they support business objectives, create shareholder value, are consistent with shareholder interests, attract, motivate and retain required key executive talent and link compensation with Company, business unit and/or personal performance; •the peer group used for competitive pay/performance benchmarking (see the below section titled “Role of Compensation Consultants/Benchmarking” for additional details); and •the employment contracts or other similar arrangements that provide compensation for applicable NEOs and other executive officers. The Compensation and Leadership Development Committee’s charter describes additional duties and responsibilities of the Compensation and Leadership Development Committee with respect to the administration, oversight and determination of executive compensation. A copy of the Compensation and Leadership Development Committee’s charter can be found on the Company’s Investor Relations website at http://ir.tyson.com. The Compensation and Leadership Development Committee intends for its decisions to be consistent with tax regulations, applicable law and NYSE listing requirements. Because the Company meets the definition of a “controlled company” under NYSE corporate governance rules, the Compensation and Leadership Development Committee is not required to determine the compensation of our CEO. However, the Compensation and Leadership Development Committee has approved the employment contracts and total compensation for the CEO position since 2003. Say-on-Pay and Frequency of Say-on-Pay. Over 98% of the votes cast at the 2023 Annual Meeting of Shareholders on the non-binding advisory vote on the compensation of our NEOs (commonly referred to as a “say-on-pay” vote) were voted in support of our executive compensation program. Consistent with our shareholders’ approval, the Compensation and Leadership Development Committee continued to apply the same effective principles and philosophy it has used in prior years while also monitoring market trends and best practices to determine executive compensation and will continue to consider shareholder concerns and feedback. In addition, over 78% of the votes cast at the 2023 Annual Meeting on the non-binding advisory vote on the frequency of say-on-pay vote were in support of having a say-on-pay vote every three years. Following the say-on-pay vote and the frequency of say-on-pay vote at the Annual Meeting, it is expected that the next say-on-pay vote will be at the Company’s 2026 Annual Meeting of Shareholders. Executive Officer Compensation Structure. Our executive officers are compensated based on a pay structure (including salary, target annual incentive, and long-term incentive awards (i.e., equity grants)) determined for their respective roles and responsibilities. The overall pay target for an executive considers the role, scope of responsibilities, capabilities and experience of the executive. Interaction Between the Compensation and Leadership Development Committee and Management; Role of the CEO in Compensation Decisions. Key employment terms for NEOs other than the Chairman and the CEO are recommended to the Compensation and Leadership Development Committee by the CEO in consultation with the Company’s human resources group. The Compensation and Leadership Development Committee reviews and discusses the proposed compensation terms and meets with the Company’s human resources group to discuss any questions or issues it has regarding these decisions. Once all questions and issues have been addressed to the satisfaction of the Compensation and Leadership Development Committee, the Compensation and Leadership Development Committee will approve the compensation terms for each NEO. In addition, as described further below, the CEO has discretion to set or adjust the base salary amounts for these NEOs. The Compensation and Leadership Development Committee reviews and discusses pay decisions related to the Chairman and the CEO in executive session, and neither the Chairman nor the CEO is present when the Compensation and Leadership Development Committee discusses and determines their respective compensation. Our executive compensation structure is periodically reviewed by our human resources group and senior management based on their collective review of information about the Compensation Peer Group (as defined below) and recommendations provided by the Company’s compensation consultant (Korn Ferry during fiscal year 2024), together with analysis of general market trends and data of executive compensation at large public and private companies (“General Industry Data”). The Company’s human resources group and senior management suggest modifications to the Compensation and Leadership Development Committee as they deem necessary to ensure that our executive officers and key employees are generally compensated in accordance with our compensation philosophy and objectives. The Compensation and Leadership Development Committee considers the recommendations made by the human resources group and senior management and may also consult the Company’s compensation consultant before approving decisions on executive compensation. For a more detailed discussion regarding decisions with respect to each element and amount of compensation paid to the NEOs, see the section titled “Elements of Compensation” in this Proxy Statement.
How We Determine Compensation
Role of Compensation Consultants/Benchmarking. Since fiscal year 2001, the Company has retained Korn Ferry, to periodically review General Industry Data, and to identify and provide market analyses and trend information regarding compensation practices of certain publicly traded companies (the “Compensation Peer Group”) in the protein and packaged foods, consumer packaged goods, and manufacturing industries, as well as companies with which the Company competes for talent due to geographic proximity. The companies listed below made up the Compensation Peer Group, as of the beginning of fiscal year 2024, for the purposes of benchmarking all elements of NEO compensation, including salary, short-term cash incentives, and any equity awards.
How We Determine Compensation
Korn Ferry furnishes market analyses and trend information to our human resources group, which is then presented to the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee uses this market data as one of many factors considered in its review of compensation for the NEOs to assess consistency with our compensation philosophy and objectives. In consultation with Korn Ferry, the Compensation and Leadership Development Committee regularly reviews the companies included in the Compensation Peer Group to ensure that the Company continually benchmarks its compensation practices, philosophy and objectives against an appropriate set of publicly traded peer companies. From time to time, the Compensation and Leadership Development 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. In May 2024, the Compensation Peer Group was amended, with Albertsons and United Natural Foods removed from the Compensation Peer Group, and Kellanova and Kimberly-Clark Corporation added to the Compensation Peer Group. In fiscal year 2024, Korn Ferry also provided certain services to our human resources group unrelated to executive and non-employee director compensation, primarily related to executive recruiting and job evaluations. The Compensation and Leadership Development Committee determined there was no conflict of interest with Korn Ferry. Both the Company and the Compensation and Leadership Development Committee periodically evaluate the engagement of Korn Ferry and Korn Ferry’s performance.
Elements of Compensation
Elements of Compensation The Company’s executive compensation program consists of: •base salary; •annual incentive payments; •long-term incentive compensation; •financial, retirement and welfare benefit plans; and •certain defined perquisites. A discussion of the compensation received by each current NEO in connection with their service as an executive officer of the Company for fiscal year 2024, broken down by each element of compensation, is provided in the sections below. Compensation Mix Because of the ability of executive officers to directly influence the overall performance of the Company, and consistent with our philosophy of linking pay to performance, it is our goal to allocate a significant portion of compensation paid to our executive officers to performance-based, short-term and long-term incentive programs. In addition, as an executive officer’s responsibility and ability to affect financial results of the Company increases, base salary becomes a smaller component of total compensation and long-term, equity-based compensation becomes a larger component of total compensation, further aligning the executive officer’s interests with those of the Company and its shareholders. The following table illustrates the mix of target compensation components, on average, for Messrs. John H. Tyson and King, and for Messrs. Calaway, Morris, Stewart and John R. Tyson, as a percentage of target total compensation. For fiscal year 2024, this compensation mix included a one-time supplemental performance stock award for Messrs. John H. Tyson, King, Calaway and John R. Tyson.
Elements of Compensation
| | | | Target Equity Based Incentives | | | | Name* | Base Salary | Target Annual Cash Incentive | Stock Options | Restricted Stock | Performance Stock | | John H. Tyson/King | 9% | 18% | 13% | 13% | 47% | | Calaway/Morris/Stewart/John R. Tyson | 16% | 19% | 15% | 15% | 34% | | *The percentages in the table may not sum to 100% due to rounding | | | | | |
Elements of Compensation
Annual Incentive Plan - Eligibility and Fiscal Year 2024 Performance Measure Employment contracts with Messrs. John H. Tyson and King and employment terms with our other NEOs provide them an opportunity to receive annual incentive payments. In fiscal year 2024, the annual incentive plan in place for senior executive officers was the Executive Incentive Plan. This plan is designed to align the interests of management toward the achievement of common corporate goals. An NEO selected to participate in the Executive Incentive Plan is not eligible to participate in other cash performance incentive payment plans maintained by the Company. For fiscal year 2024, the Compensation and Leadership Development Committee designated all NEOs, as well as other executive officers, as eligible participants under the Executive Incentive Plan. Target annual incentive payment eligibility under the Executive Incentive Plan, expressed as a percentage of base salary, is established each year by the Compensation and Leadership Development Committee. Annual incentive payment amounts under the Executive Incentive Plan are subject to the achievement of one or more performance measures selected by the Compensation and Leadership Development Committee at the beginning of each fiscal year. In addition, the final amount of an annual incentive payment awarded to an NEO is subject to adjustment for any mid-year changes to (1) such NEO’s salary or (2) performance targets under the plan (to the extent such mid-year performance target changes are approved by the Compensation and Leadership Development Committee). For fiscal year 2024, the Compensation and Leadership Development Committee selected Adjusted Operating Income as the performance measure under the Executive Incentive Plan. “Adjusted Operating Income,” for purposes of annual incentive payments, means the Company’s operating income after taking into account any unusual or unique items, such as one-time gains or losses, as determined by the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee believes Adjusted Operating Income is an appropriate metric to utilize in making performance-based compensation decisions because it is a good indicator of value creation and is a key factor used by senior management in evaluating the performance of the business. The Compensation and Leadership Development Committee sets target performance levels based upon consideration of the Company’s expected performance and potential growth for the year. For fiscal year 2024, the Compensation and Leadership Development Committee set the threshold level of Adjusted Operating Income for 50% of the target performance incentive payments at $870 million, the target Adjusted Operating Income level for 100% of the target performance incentive payments at $1.161 billion, and a maximum level of Adjusted Operating Income for 200% of the target performance incentive payments at $1.451 billion. In considering fiscal year 2024 performance levels, the Compensation and Leadership Development Committee also took into account the potential to include an adjustment above or below any performance level to allow the Compensation and Leadership Development Committee to recognize business unit, group, individual or other factors. Leadership Scorecard In addition to the Adjusted Operating Income performance measure, the Company’s Executive Incentive Plan includes a “Leadership Scorecard” to promote and reward certain non-financial goals selected at the discretion of the Compensation and Leadership Development Committee.
Elements of Compensation
For fiscal year 2024, the Compensation and Leadership Development Committee, in consultation with management, selected the goals as set forth above, with two goals in the Health and Safety category, and one goal each in the remaining two categories. Each of the four goals above can modify annual incentive payment amounts by up to plus or minus 2.5% of target performance incentive payments, with a total potential impact of plus or minus 10% of target performance incentive payments. The “Leadership Scorecard” resulted in a net positive modifier of 2.5% of target performance incentive payments. The Compensation and Leadership Development Committee exercised its discretion for the goal in the Sustainability category and deemed it a 0% modifier, as the Company did not participate in Dow Jones Sustainability Index reporting during 2024. The Compensation and Leadership Development Committee recognizes that the mix of categories may change and grow over time, including expanding outside of the existing “Leadership Scorecard” goals. Fiscal Year 2024 Executive Incentive Plan Results Adjusted Operating Income for purposes of annual incentive payments for fiscal year 2024 was $1.809 billion, which was more than the Maximum Adjusted Operating Income target of $1.451 billion, for a 200% funding level for the Annual Incentive Plan. This resulted in an annual incentive payment of 200% of the respective target eligibilities for each of our NEOs (prior to the application of the Leadership Scorecard modifier, proration or other adjustments). In November 2024, the Compensation and Leadership Development Committee reviewed with our CEO and other members of management the eligibility of each NEO to receive the aforementioned annual incentive award (other than that of the Chairman and the CEO, which the Compensation and Leadership Development Committee reviewed separately in executive session with neither the Chairman nor the CEO present) based on this Adjusted Operating Income amount, and the individual performance of each NEO during fiscal year 2024. Based on this review, the Compensation and Leadership Development Committee approved the awards of the annual incentive payment amounts set forth in the following table to the NEOs listed below:
Elements of Compensation
| Name | Salary at 2024 Fiscal Year End ($) | Eligibility at Target Adjusted Operating Income (100% of target annual incentive payment) ($)(1)(2) | Eligibility at Target Adjusted Operating Income (expressed as a percentage of base salary) | Eligibility at Maximum Adjusted Operating Income (200% of target annual incentive payment) ($)(1)(2) | Actual Annual Incentive Payment for Fiscal Year 2024 ($)(1)(3) | | John H. Tyson | 1,200,000 | 2,040,000 | 170% | 4,080,000 | 4,131,000 | | Donnie King (4) | 1,650,000 | 3,795,000 | 230% | 7,590,000 | 5,996,586 | | Curt Calaway (4) | 675,000 | 742,500 | 110% | 1,485,000 | 876,856 | | Wes Morris | 790,000 | 869,000 | 110% | 1,738,000 | 1,731,452 | | Brady Stewart | 910,000 | 1,137,500 | 125% | 2,275,000 | 2,292,729 | | John R. Tyson (5) | 700,000 | 770,000 | 110% | 1,540,000 | 1,052,692 | | (1) Salaries are reviewed and adjusted annually at the Company’s discretion. Actual salary paid for the fiscal year is a blended amount including several months paid at the previous fiscal year’s approved salary amount and the remaining months paid at the current fiscal year’s approved salary amount. For fiscal year 2024, adjusted salaries were effective as of March 3, 2024. Eligibility at Target Adjusted Operating Income is calculated based on an NEO’s actual salary and bonus target paid for the fiscal year, rather than such NEO’s approved base salary and bonus target at fiscal year-end. | | | | | | | (2) Amounts shown in these columns are based on the 2024 Fiscal Year End Salary, and do not include potential Leadership Scorecard modifiers. | | | | | | | (3) The actual annual incentive payments for fiscal year 2024 may be less than 200% of target annual incentive eligibility due to proration. | | | | | | | (4) Mr. King’s salary and eligibility at target adjusted operating income (expressed as a percentage of base salary) was increased effective August 1, 2024. Mr. Calaway’s salary and eligibility at target adjusted operating income (expressed as a percentage of base salary) was increased effective June 13, 2024. | | | | | | | (5) Mr. John R. Tyson’s annual incentive payment was prorated based on his duration of service to the Company as Chief Financial Officer. | | | | | |
Elements of Compensation
Equity-Based Compensation The Compensation and Leadership Development Committee believes that long-term incentive compensation allows the Company to provide employees with an incentive different from base salary and cash annual incentive payments, with long-term incentive compensation increasing in value when the Company share price increases. Messrs. John H. Tyson’s and King’s employment contracts provide for equity-based compensation as determined by the Compensation and Leadership Development Committee. Mr. Morris’ retention agreement also provides for equity-based compensation based on a reference point, with the final amount to be determined by the Compensation and Leadership Development Committee. For details regarding these awards, see the table titled “Grants of Plan-Based Awards During Fiscal Year 2024” in this Proxy Statement. All long-term incentive compensation is issued under the Stock Incentive Plan, which was last amended and restated on February 9, 2023. The amounts and types of long-term incentive compensation to be awarded are determined by management and/or the Compensation and Leadership Development Committee to align the interests of executives and other managers with the interests of the Company’s shareholders. In determining these amounts, management and the Compensation and Leadership Development Committee consider the relationship of long-term incentive stock-based compensation to cash compensation, the goal of providing additional incentives to executives and managers to increase shareholder value and the value of long-term incentive compensation awarded to NEOs and other executives to awards made to executives in similar positions within the Compensation Peer Group, as well as General Industry Data. For fiscal year 2024, the dollar value of annual long-term incentive compensation for the NEOs was weighted 25%, 25% and 50% among stock options, restricted stock and performance stock, respectively, as discussed further below. From time to time, the Company may award additional equity compensation in connection with hiring, retention and promotions. For details regarding equity awards granted to the NEOs in fiscal year 2024, see the table titled “Grants of Plan-Based Awards During Fiscal Year 2024” in this Proxy Statement. In addition, from fiscal year 2023 onwards, the terms for new performance stock awards, restricted stock and stock options provide for the vesting of a pro rata portion of unvested awards upon retirement or termination without cause. Retirement as defined in the awards would mean either the voluntary termination of employment at age sixty-two, or the voluntary termination of employment where the employee has attained an age of fifty-five, and the sum of his or her age and years of continuous service with the Company is equal to or greater than sixty-five. From fiscal year 2024 onwards, upon retirement, new stock options and restricted stock awards will continue to vest on the original vesting schedule, as if the NEO had remained employed with the Company. Stock Options. Stock option awards made up approximately 25% of the NEOs’ annual long-term incentive compensation for fiscal year 2024. Stock options are typically awarded and approved annually by the Compensation and Leadership Development Committee prior to a pre-determined grant date. The grant date for fiscal year awards usually occurs four business days after the Company announces fiscal year-end financial results, absent subsequent Compensation and Leadership Development Committee action to the contrary. The actual number of stock options granted during fiscal year 2024 was determined by dividing the target award dollar value assigned by the Compensation and Leadership Development Committee for stock options by the grant date fair value of such stock options. The exercise price for option awards is the closing price for our Class A Common Stock as reported on the NYSE on the grant date. Option awards expire ten years after the grant date. The Company does not backdate, re-price or grant stock option awards retroactively. All stock options vest in equal annual increments on each of the first, second and third anniversaries of the grant dates of the awards and become fully vested after three years, subject to certain exceptions in the event of the death or disability of the executive officer or certain other termination events. For the fiscal year 2024 stock option awards, the Compensation and Leadership Development Committee approved the awards at its November 8, 2023 meeting with a grant date of November 17, 2023. Restricted Stock. Restricted stock awards made up approximately 25% of the NEOs’ annual long-term incentive compensation for fiscal year 2024. The actual number of shares of restricted stock granted during fiscal year 2024 was determined by dividing the target dollar value assigned by the Compensation and Leadership Development Committee for restricted stock by the closing price of the Company’s stock on the grant date. Restricted stock awards issued during fiscal year 2024 represent the right to vest in shares of Class A Common Stock conditioned upon the executive officer remaining continuously employed by the Company from the grant date through the vesting date, subject to certain exceptions in the event of the death or disability of the executive officer or certain other termination events. On November 8, 2023, the Compensation and Leadership Development Committee approved the restricted stock awards to be granted on November 17, 2023. Information regarding restricted stock granted during fiscal year 2024 is shown in the “Grants of Plan-Based Awards Table” in this Proxy Statement. Performance Stock. Performance stock awards made up approximately 50% of the NEOs’ annual long-term incentive compensation for fiscal year 2024. Performance stock awards represent the right to receive shares of Class A Common Stock if certain performance measures are met within the time period indicated in the grant. The target number of shares of performance stock granted during fiscal year 2024 was determined by dividing the dollar value assigned by the Compensation and Leadership Development Committee for performance stock by the closing price of the Company’s stock on the grant date. The Compensation and Leadership Development Committee approved the fiscal year 2024 performance stock awards at its November 8, 2023 meeting with a grant date of November 17, 2023. Performance measures are measured three years from the beginning of the fiscal year in which the performance stock is awarded, and, if the performance measures are achieved, the award vests as set forth below. The right to receive Class A Common Stock under a performance stock award is conditioned upon the executive officer remaining continuously employed by the Company from the grant date through the vesting date, subject to certain exceptions in the event of the death or disability of the executive officer or certain other termination events. On an annual basis, the Company’s senior management, Compensation and Leadership Development Committee and human resources group meet to discuss the performance measures to be considered for the following year’s grants. Through the course of its review and discussions, the Compensation and Leadership Development Committee chooses such performance measures that the Compensation and Leadership Development Committee believes provide the appropriate balance between (i) significant performance measures aimed at increasing shareholder value if achieved and (ii) performance measures that are reasonably attainable to motivate the officers to achieve the performance goals. The performance measures adopted by the Compensation and Leadership Development Committee for performance stock awards granted in fiscal year 2024 were as follows, with each measure weighted equally:
Elements of Compensation
•achievement of a cumulative Adjusted Operating Income target over fiscal years 2024, 2025 and 2026 (the “cumulative Adjusted Operating Income Performance Measure”); and •a comparison of the relative total shareholder return of the Company’s Class A Common Stock as compared to each of the constituent companies within the S&P 500 Consumer Staples Index over fiscal years 2024, 2025 and 2026 (the “rTSR performance measure”). The Compensation and Leadership Development Committee selected Adjusted Operating Income as an element in both the Company’s annual incentive program and long-term incentive program as the Compensation and Leadership Development Committee believes that this measure is viewed as a core driver of the Company’s performance and shareholder value creation, and that using Adjusted Operating Income as a financial performance-based measure is in the best interests of the Company and its shareholders, given its use by management in its evaluation of the performance of the business. The target for the cumulative Adjusted Operating Income performance measure is established at a level that was designed to be reasonably attainable to motivate the officers to achieve or exceed the goal. The Compensation and Leadership Development Committee also believes that including the rTSR performance measure in the long-term incentive program strikes an appropriate balance with respect to incentivizing income growth and shareholder returns over the long-term. For fiscal year 2024, instead of the Compensation Peer Group, the Compensation and Leadership Development Committee selected the S&P 500 Consumer Staples Index for use in the comparison of relative total shareholder return. The committee selected the S&P 500 Consumer Staples Index as it includes a larger number of companies within or adjacent to our industry, providing for a more representative sample for the comparison of total shareholder return. Based on the percentage of the Adjusted Operating Income measure achieved, our NEOs are entitled to receive upon achievement of the Adjusted Operating Income goals the number of shares as set forth in the following table:
Elements of Compensation
| Name | Cumulative Adjusted Operating Income | | | | | | Threshold (AOI of $3.071 billion) | Target (AOI of $4.095 billion) | Maximum (AOI of $5.119 billion) | | | John H. Tyson | 15,387 | 30,775 | 61,551 | Number of Shares Awarded (1)(2) | | Donnie King | 28,210 | 56,421 | 112,843 | | | Curt Calaway | 769 | 1,538 | 3,077 | | | Wes Morris | 7,693 | 15,387 | 30,775 | | | Brady Stewart | 7,693 | 15,387 | 30,775 | | | John R. Tyson | 7,052 | 14,105 | 28,210 | | | (1) Amounts rounded down to the nearest share and may differ from the amounts reported in the table entitled “Grants of Plan-Based Awards During Fiscal Year 2024” due to rounding differences. | | | | | | (2) The number of shares awarded scales on a pro-rata basis if the performance measure falls between the Threshold and Target, or between the Target and Maximum. | | | | |
Elements of Compensation
| Name | Relative Total Shareholder Return Percentile | | | | | | Threshold (30th Percentile) | Target (50th Percentile) | Maximum (80th Percentile) | | | John H. Tyson | 15,387 | 30,775 | 61,551 | Number of Shares Awarded (1)(2) | | Donnie King | 28,210 | 56,421 | 112,843 | | | Curt Calaway | 769 | 1,538 | 3,077 | | | Wes Morris | 7,693 | 15,387 | 30,775 | | | Brady Stewart | 7,693 | 15,387 | 30,775 | | | John R. Tyson | 7,052 | 14,105 | 28,210 | | | (1) Amounts rounded down to the nearest share and may differ from the amounts reported in the table entitled “Grants of Plan-Based Awards During Fiscal Year 2024” due to rounding differences. | | | | | | (2) The number of shares awarded scales on a pro-rata basis if the performance measure falls between the Threshold and Target, or between the Target and Maximum. | | | | |
Elements of Compensation
| Name | Number of Shares of vested under the FY2022 performance stock grant | | | | | rTSR | Cumulative AOI | ROIC | | Executive Officers | — | — | — |
Elements of Compensation
Financial, Retirement and Welfare Benefit Plans Our NEOs are eligible to participate in the Company’s financial, retirement and welfare benefit plans that are generally available to all employees of the Company. The NEOs are also eligible to participate in certain plans described below that are only available to certain eligible officers and managers. We believe these benefits are a basic component in attracting, motivating and retaining executives and are comparable to the benefits offered by peer companies, according to market data. Deferred Compensation Plan. The Supplemental Executive Retirement Plan (“SERP”) is a non-qualified deferred compensation plan providing a retirement benefit to certain officers of the Company, including Messrs. John H. Tyson and King. Effective December 31, 2018, the Company amended the SERP to freeze the accrual of additional benefits and to preclude the addition of any new participants or recommencement of participation by prior participants. Mr. King participated in the SERP prior to his retirement in 2017, but when he rejoined the Company in January 2019, the SERP was frozen and he was, therefore, ineligible to resume participation. Mr. Calaway participated in the SERP prior to it being frozen. Messrs. Morris, Stewart and John R. Tyson were not eligible to participate in the SERP. The SERP allows participating officers to supplement such officers’ existing anticipated retirement payments and benefits. Additional information about our SERP is included in the narrative text following the section titled “Executive Compensation—Pension Benefits” in this Proxy Statement. Retirement Plans. We also provide the following qualified and non-qualified plans to the NEOs: •Employee Stock Purchase Plan; •Retirement Savings Plan; •Executive Savings Plan; and •Executive Long-Term Disability Plan. The Employee Stock Purchase Plan is a non-qualified benefit plan available to all NEOs and most U.S.-based employees (some bargaining units do not participate). The purpose of the plan is to encourage employees to acquire stock in the Company by offering employees who participate a way to purchase our Class A Common Stock on terms better than those available to a typical investor. Participants are currently eligible to participate on the first day of employment and can contribute (on an after-tax basis) up to 20% of eligible pay to this plan per pay period. After one year of service the Company will match 25% of the first 10% of eligible pay contributed. The plan provides for 100% immediate vesting. The Retirement Savings Plan is a tax-qualified benefit plan (401(k)) available to all NEOs and most U.S.-based employees (some bargaining units do not participate). The plan allows employees who participate to save money for retirement in a tax-advantaged way. Participants may elect how their accounts are invested from a selection of investment options. Participants are currently eligible to participate on the first day of employment and can contribute from 1% (2%, prior to June 2024) to 60% of eligible pay to this plan per pay period, on either a pre-tax basis, an after-tax Roth basis or a combination of the two, subject to IRS annual limits on contributions and compensation. After one year of service, the Company matches 100% of the first 3% of eligible pay contributed, plus 50% of the next 2% contributed. This plan provides for 100% immediate vesting. The Executive Savings Plan is a non-qualified deferred compensation plan available to the NEOs and other highly compensated U.S.-based employees of the Company. The plan is available for those who wish to defer additional dollars over and above the IRS limits for tax-qualified plans. Participants can defer up to 60% of base pay into this plan. Participants can also defer up to 100% of the annual incentive payment to this plan. All deferrals and payout elections to this plan must be elected by December 31 of the year prior to the deferral year. This plan provides Company matching contributions in the same manner and amount as the Retirement Savings Plan for contributions not otherwise matched under the Retirement Savings Plan. In addition, NEOs and certain other participants receive a non-elective Company contribution equal to 4% of their base salary and annual incentive plan payment. The Company may also make non-elective contributions to certain participants within its discretion. Participants elect notional investment options mirroring those available under the Retirement Savings Plan. This plan generally provides for 100% immediate vesting, except for certain discretionary non-elective contributions, which may be subject to a vesting schedule established by the Company. Additional information on the Executive Savings Plan can be found in the narrative text following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2024” in this Proxy Statement. U.S.-based officers and certain U.S.-based managers of the Company (including the NEOs) participate in the Executive Long-Term Disability Plan. This plan replaces (tax free) up to 60% of “insured earnings” to a maximum benefit of $25,000 per month. “Insured Earnings” include salary, annual incentive payment and the value of the most recent annual stock option, restricted stock and performance stock awards. The value of the premiums paid by the Company are included in the participant’s taxable income. Welfare Benefit Plans. Our NEOs and other executives participate in our broad-based employee welfare plans, including medical, dental, vision and other insurance. These plans and benefits are available to all salaried employees. In addition, certain executives, including Messrs. King, Morris, Stewart and John R. Tyson, receive an additional amount of term life insurance (“Executive Basic Life Insurance”) under our Basic Life Insurance Plan equal to two times their respective annual base salaries. Executive Basic Life Insurance coverage ends upon termination of employment or when the executive is no longer employed in an eligible position. Mr. Calaway is under the Executive Life Insurance Plan, which provides for a benefit of $1.5 million of term life insurance coverage. In addition, the Company pays for annual physical examinations for its executive officers, including NEOs. Perquisites We provide certain perquisites that the Compensation and Leadership Development Committee believes are reasonable and consistent with our overall compensation program. The Company pays taxes owed by the NEOs (subject to certain limits) on certain of these perquisites. The value of these perquisites and the estimated income taxes thereon are imputed as income to the executive. The Compensation and Leadership Development Committee believes that these personal benefits provide executives with benefits that balance our compensation program and help attract executive talent. The Compensation and Leadership Development Committee reviews the perquisites on a periodic basis to evaluate whether they are appropriate given the Company’s total compensation program and market practice. For the last completed fiscal year, Messrs. John H. Tyson and King were permitted by their respective employment contracts to have personal use of Company-owned aircraft (subject to certain contractual limits) and all other NEOs were eligible for personal use of Company-owned aircraft in the CEO’s discretion, subject to an overall limit established by the
Employment Contracts and Executive Severance Plan
Employment Contracts and Executive Severance Plan The Company maintained employment contracts with Messrs. John H. Tyson and King during fiscal year 2024. A summary description of these contracts is provided below. NEOs, other than Messrs. John H. Tyson and King are participants in the Company’s Executive Severance Plan (the “Executive Severance Plan”), as described below. In addition, the Company entered into a retention agreement with Mr. Morris during fiscal year 2024, as described below. John H. Tyson. Mr. John H. Tyson entered into an amended and restated employment contract with the Company on November 9, 2017, the terms of which were approved by the Compensation and Leadership Development Committee prior to execution. Mr. John H. Tyson’s employment contract provides for, among other things, a minimum annual base salary of $1,050,000, participation in the Company’s annual performance incentive payment program on terms and in amounts as determined by the Compensation and Leadership Development Committee, eligibility for equity awards under the Company’s equity incentive plans on terms and in amounts as determined by the Compensation and Leadership Development Committee, continued annual payments of $175,196 from his SERP account and participation in the Company’s benefit plans. Mr. John H. Tyson is also entitled to certain perquisites, including personal use of Company-owned aircraft for up to 275 hours per year, use of Company security personnel consistent with past practice (the expense for which the Company estimates to be $75 per hour), security services of up to $50,000 annually and payment of an annual premium on a $7,500,000 life insurance policy. The Company has also agreed to reimburse Mr. John H. Tyson and “gross up” any tax liability incurred by Mr. John H. Tyson from the receipt of any perquisites. The employment contract is for a perpetual term, subject to the Board of Directors’ right to terminate the contract at any time upon written notice to Mr. John H. Tyson. Any such termination without cause is subject to the Company’s obligation to pay, in a lump sum, an amount equal to two years of his base salary and two times his target annual cash bonus, plus continued medical coverage for life. Such termination will also trigger vesting of Mr. John H. Tyson’s equity awards that are outstanding as of the date of termination. Donnie King. In connection with Mr. King’s appointment as President and CEO, he entered into an employment agreement (the “King Employment Agreement”) with the Company, effective as of June 2, 2021. The King Employment Agreement provides for, among other things, an annual base salary of $1,200,000, participation in the Company’s annual performance incentive programs on terms and in amounts as determined by the Compensation and Leadership Development Committee, eligibility for equity awards under the Company’s equity incentive plans on terms and in amounts as determined by the Compensation and Leadership Development Committee and participation in the Company’s benefit plans. In connection with Mr. King’s appointment, the Compensation and Leadership Development Committee approved an initial grant to Mr. King on June 2, 2021 of non-qualified stock options (the “Stock Option Award”) and an initial grant of restricted stock (the “Restricted Stock Award” and together with the Stock Option Award, the “Initial Equity Award”), each valued at approximately $750,000. The Stock Option Award has a three-year vesting schedule and a ten-year term, while the Restricted Stock Award vested on January 26, 2024. The Initial Equity Award was valued based on the closing price of the Company’s Class A common stock on June 2, 2021. The King Employment Agreement also provides that upon a termination by the Company (without “cause,” or by reason of death or permanent disability) or if Mr. King resigns for “good reason,” the Company will pay Mr. King an amount equal to two years of his base salary and two times his target annual cash bonus, to be paid out over two years, plus continued medical coverage for up to 19 months. The King Employment Agreement contains a non-competition restriction for a period of 24 months post termination and a 36-month post-termination non-solicitation restriction. Mr. King’s Employment Agreement was amended on August 1, 2024 (the “King Employment Agreement Amendment”). In addition to the above, the King Employment Agreement Amendment provides that Mr. King’s term of employment shall continue until December 31, 2027 unless otherwise renewed or terminated. The King Employment Agreement Amendment provides for an annual base salary of $1,650,000. The King Employment Agreement Amendment also provides for an additional equity award of $5 million of restricted stock units and $5 million of performance stock, each of which were granted in Fiscal Year 2025, and will vest on the third anniversary of the grant date. If Mr. King is terminated by the Company without cause or if he terminates his employment for good reason (each as defined in the King Employment Agreement Amendment), any outstanding equity awards vest fully per their original vesting schedules, and in addition, the Company will pay Mr. King the equivalent of his base salary and target annual incentive plan payments, in accordance with the Company’s regular payment schedule, until December 31, 2027. Mr. King is entitled to personal use of Company-owned aircraft of 75 hours annually, and such hours shall carry over for as long as he remains a member of the Company’s Board of Directors. In addition, the Company will also establish a retiree health reimbursement arrangement on his behalf. Under the amended terms, the expiration or non-renewal of the King Employment Agreement would be considered a termination by the Company without cause. Wes Morris. Mr. Morris entered into a retention agreement with the Company on February 9, 2024. Mr. Morris’ retention agreement provides for a reference point compensation of approximately $5,500,000 annually from a compensation start date of January 27, 2023 to a compensation end date of January 31, 2026. This reference point compensation is inclusive of equity grants of $3 million in each of November 2023, November 2024 and November 2025, a sign on bonus of $1 million cash and $2 million in restricted stock, along with his base salary and annual incentive plan payments. The retention agreement also entitles Mr. Morris to personal use of Company-owned aircraft of up to 20 hours annually, in a manner consistent with Company policy. If Mr. Morris terminates his employment on or after January 31, 2026, or if his employment is terminated by the Company without cause on or after such date, equity grants previously granted to Mr. Morris will vest on such dates as if Mr. Morris had remained employed with the Company, without any proration of the awards. If Mr. Morris’ employment is terminated before January 31, 2026, either upon mutual agreement with the Company or involuntarily without cause, he will be issued an equity award, vesting over two years, in such amount so as to bring his total compensation to the prorated amount of the aggregate reference point compensation, calculated based on the actual number of days of service between the compensation start date and the date of employment termination. If Mr. Morris terminates his employment voluntarily or is terminated for cause prior to January 31, 2026, he would forfeit any portion of equity grants that have not yet vested and would no longer be eligible for further equity grants. Executive Severance Plan Messrs. Calaway, Morris, Stewart, and John R. Tyson are participants in the Executive Severance Plan, which provides eligible employees with certain severance benefits.
Employment Contracts and Executive Severance Plan
Upon a qualifying involuntary termination, the participating NEO will be eligible for (i) cash severance benefits equal to two times their annual base salary, payable in installments in accordance with the Company’s normal payroll schedule and (ii) COBRA reimbursements for up to two years of continued coverage. A qualifying involuntary termination includes termination of employment by the Company without cause or by the participating NEO for good reason. Certain participating NEOs were also eligible to receive severance benefits under the plan in the event of a qualifying voluntary termination for which notice was provided on or before September 28, 2024. Upon a qualifying voluntary termination, the participating NEO will be eligible for (x) cash severance benefits equal to one times their annual base salary, payable in installments in accordance with the Company’s normal payroll schedule and (y) COBRA reimbursements for one year of continued coverage. A qualifying voluntary termination is a termination of employment by a participating NEO with at least five years of consecutive service with the Company who provides a qualifying 12-month prior notice to the Company of their election to terminate employment. In addition, participating NEOs in the Executive Severance Plan are also eligible to receive a payout under the Executive Severance Plan equal to the amount that they would have received under the Company’s annual incentive plan for the year of termination, provided that the NEO’s date of termination occurs on or after December 1 of the then-current fiscal year. Any payout will be determined based on actual Company performance and prorated for the NEO’s service during the year. An otherwise eligible employee is not eligible to participate in the Executive Severance Plan if they (i) have a written employment contract with the Company or any affiliate on their date of termination or (ii) are otherwise covered by any other plan or similar arrangement that addresses severance pay or any similar benefits, regardless of whether they receive any severance pay or benefits under such contract, plan or similar arrangement. Severance information is more particularly described in the section titled “Executive Compensation—Potential Payments Upon Termination” in this Proxy Statement.
Certain Benefits Upon a Change in Control
Certain Benefits Upon a Change in Control The Compensation and Leadership Development Committee believes that change in control benefits are an important part of the total executive compensation program because they protect the Company’s interest in the continuity and stability of the executive group. The Compensation and Leadership Development Committee also believes that the change in control benefits are necessary to retain and attract highly qualified executives and help to keep them focused on minimizing interruptions in business operations by reducing any concerns they may have of being terminated prematurely and without cause during any ownership transition. Impact of Change in Control on the SERP. No later than 30 days after a change in control of the Company, a grantor trust created under the SERP will be funded with the present value of all accrued benefits for each participant under the SERP. Executive Life Insurance Program. Following a change in control of the Company, the Company will continue to pay the annual life insurance premiums (plus a tax gross-up based on the withholding rates for supplemental wages) under the Executive Life Insurance Program for active participants on the date of the change in control up to the earlier of termination of employment or age 62. As described in the section titled “Elements of Compensation—Equity-Based Compensation,” starting in fiscal year 2023, we updated the terms for new stock option awards, restricted stock awards and performance stock awards to provide for the vesting of a pro rata portion of unvested awards in the event of an involuntary termination without cause, including upon a change of control. Change in control information is more particularly described in the section titled “Executive Compensation—Potential Payments Upon a Change in Control” in this Proxy Statement.
Accounting Considerations
Accounting Considerations The Company accounts for equity-based awards by recognizing the compensation expense of the equity award to an employee based on the fair value of the award on the grant date. The Company has determined the fair value of these awards based on the assumptions set forth in Note 14 to our fiscal year 2024 audited financial statements included in our Form 10-K for the fiscal year ended September 28, 2024. The compensation expense for stock options, stock appreciation rights, restricted stock, phantom stock and performance stock is ratably recognized over the vesting period.
Risk Considerations in Our Overall Compensation Program
Risk Considerations in Our Overall Compensation Program We believe that the Company’s compensation program is structured in such a way as to discourage excessive risk-taking. In making this determination, we considered various aspects of our compensation program, including the mix of fixed and performance-based compensation for management and other key employees. The Company’s performance-based compensation awards are designed to reward both short-term and long-term performance. By linking a portion of total compensation to the Company’s long-term performance, we seek to mitigate short-term risks that could be detrimental to the Company’s long-term best interests and the creation of shareholder value. Another aspect we considered is our practice of increasing an individual’s long-term incentive equity-based performance compensation as a percentage of their total compensation as their responsibility and ability to affect the financial results of the Company increases. Such long-term equity-based performance awards are subject to multi-year vesting periods and derive their value from the Company’s total performance, which we believe further encourages decision-making that is in the long-term best interests of the Company and its shareholders. Finally, we considered our stock ownership guidelines for executive officers and directors, which are designed to strengthen the alignment between the interests of our Board of Directors and executive officers and the Company’s shareholders. We believe these guidelines discourage excessive risk-taking that could be detrimental to the long-term interests of the Company, its performance or our stock price. In conclusion, we believe that the Company’s compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The table below summarizes the compensation for our NEOs during fiscal year 2024 and, where required by applicable SEC disclosure rules, fiscal years 2023 and 2022.
Summary Compensation Table for Fiscal Year 2024
| Name and Principal Position During Fiscal Year 2024 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | John H. Tyson, Chairman of the Board | 2024 | 1,212,000 | — | 7,569,245 | 1,681,378 | 4,131,000 | — | 3,810,849 | 18,404,472 | | | 2023 | 1,212,000 | — | 4,469,093 | 1,500,005 | 315,000 | — | 1,330,914 | 8,827,012 | | | 2022 | 1,212,000 | — | 4,659,643 | 1,500,015 | 2,829,240 | — | 1,832,573 | 12,033,471 | | Donnie King, President and Chief Executive Officer | 2024 | 1,452,385 | — | 11,676,949 | 3,082,531 | 5,996,586 | — | 564,643 | 22,773,094 | | | 2023 | 1,396,615 | — | 8,193,338 | 2,750,006 | 436,154 | — | 404,006 | 13,180,119 | | | 2022 | 1,296,615 | — | 5,125,607 | 1,650,008 | 3,432,569 | — | 509,698 | 12,014,497 | | Curt Calaway, Chief Financial Officer | 2024 | 516,057 | — | 528,462 | 84,074 | 876,856 | — | 169,385 | 2,174,834 | | Wes Morris, Group President, Poultry | 2024 | 789,308 | — | 2,284,623 | 840,689 | 1,731,452 | — | 330,753 | 5,976,825 | | Brady Stewart, Group President Beef, Pork and Chief Supply Chain Officer | 2024 | 917,769 | — | 2,284,623 | 840,689 | 2,292,729 | — | 337,710 | 6,673,520 | | | 2023 | 568,384 | — | 3,320,000 | — | 155,924 | — | 1,634,973 | 5,679,281 | | John R. Tyson, Executive Vice President, and Chief Financial Officer (through June 13, 2024) | 2024 | 690,846 | — | 2,469,237 | 770,636 | 1,052,692 | — | 180,111 | 5,163,522 | | | 2023 | 662,000 | — | 1,489,698 | 500,007 | 125,125 | — | 110,495 | 2,887,325 |
Summary Compensation Table for Fiscal Year 2024
_______________________________ (1)The amounts included in these columns are the aggregate grant date fair values for performance stock, restricted stock, and option awards granted in the fiscal year shown, computed in accordance with the stock-based compensation accounting rules set forth in ASC 718. For performance stock with market performance criteria, the grant date fair value was calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. For performance stock without market performance criteria, restricted stock and restricted stock units, the grant date fair value was calculated based on the closing market price of our Class A Common Stock on the grant date. For option awards, the grant date fair value was calculated using a binomial lattice model with a Monte Carlo simulation. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024. Recipients do not realize the value of equity-based awards until the awards vest (or are exercised in the case of stock options). The actual value that a recipient will realize from these awards is determined by the Company’s future share price and may be higher or lower than the amounts indicated in the table, which represent the full grant date fair value of such awards. The grant date fair values of the performance stock reflect target payout. The number of shares of performance stock that vest, if any, depends on the specified level of performance achieved with respect to the performance measures tied to these awards. The table below shows the grant date fair values of the performance stock awards granted to each NEO during fiscal year 2024 at the target payout and the maximum payout that would result if the highest levels of performance goals are achieved. Description of the performance stock granted in fiscal year 2024 is provided in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Compensation—Performance Stock” in this Proxy Statement.
Summary Compensation Table for Fiscal Year 2024
| | Grant Date Fair Value of Performance Stock Awards ($) | | | Name | Target Payout | Maximum Payout | | John H. Tyson | 3,069,245 | 6,000,000 | | Donnie King | 5,626,949 | 11,000,000 | | Curt Calaway | 153,462 | 300,000 | | Wes Morris | 1,534,623 | 3,000,000 | | Brady Stewart | 1,534,623 | 3,000,000 | | John R. Tyson | 1,406,737 | 2,750,000 |
Summary Compensation Table for Fiscal Year 2024
| | Grant Date Fair Value of Supplemental Performance Stock Awards ($) | | Name(a) | Target(b) | | John H. Tyson | 3,000,000 | | Donnie King | 3,300,000 | | Curt Calaway | 300,000 | | John R. Tyson | 375,000 |
Summary Compensation Table for Fiscal Year 2024
| (a) Messrs. Morris and Stewart were not eligible to receive these grants. | | (b) The maximum amount payable under the Supplemental Performance Stock Award is equal to the target amount. |
Summary Compensation Table for Fiscal Year 2024
(2)Amounts reflected in this column are cash payments made pursuant to the Executive Incentive Plan. For a more detailed discussion, see the section titled “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Plan - Eligibility and Fiscal Year 2024 Performance Measure” in this Proxy Statement. (3)For the assumptions used to determine the change in the pension value, see the table titled “SERP Assumptions” in the section titled “Pension Benefits” in this Proxy Statement. Mr. King participated in the SERP prior to his retirement in 2017, but when he rejoined the Company in January 2019, the SERP was frozen and he was, therefore, ineligible to resume participation. Mr. John H. Tyson and Mr. King are currently receiving distributions under the SERP. Mr. Calaway participated in the SERP prior to it being frozen. Messrs. Morris, Stewart and John R. Tyson were ineligible to participate in the SERP because it was frozen prior to their joining (or rejoining) the Company. (4)The amounts reflected in this column for fiscal year 2024 represent the sum of all other compensation and perquisites received by the NEOs from the Company, as more fully set forth in the table below.
Summary Compensation Table for Fiscal Year 2024
| Name | Year | Reimbursement of Taxes ($)(a) | Executive Life Insurance Premiums ($) | Company Contribution under the Employee Stock Purchase Plan ($) | Company Contribution under the Executive Savings Plan ($)(b) | Company Contribution under the Retirement Savings Plan ($) | Perquisites ($)(c) | | John H. Tyson | 2024 | 383,807 | — | — | 408,988 | 13,800 | 3,004,254(d) | | Donnie King | 2024 | 86,595 | 6,293 | 36,010 | 313,098 | 13,800 | 108,847(e) | | Curt Calaway | 2024 | 30,525 | 18,640 | 12,601 | 92,319 | 13,776 | 1,524 | | Wes Morris | 2024 | 51,388 | 3,397 | 11,394 | 178,860 | 13,800 | 71,914(f) | | Brady Stewart | 2024 | 55,826 | 3,956 | 4,913 | 127,977 | — | 145,038(g) | | John R. Tyson | 2024 | 68,188 | 2,966 | 16,971 | 70,012 | 13,800 | 8,174 |
Summary Compensation Table for Fiscal Year 2024
_______________________________ (a)Included in these amounts are Company payments to the applicable NEOs for the reimbursement of taxes in connection with life insurance premiums for fiscal year 2023 and fiscal year 2024 but processed in the following fiscal year. The fiscal year 2024 reimbursement was made subsequent to the end of fiscal year 2024. For fiscal year 2024, the Company updated its reporting for the reimbursement of taxes paid in connection with life insurance premiums for NEOs, resulting in two years of payments being included in the amounts under this column. The amounts attributable to fiscal year 2023 premiums for Messrs. King, Calaway, Morris, Stewart and John R. Tyson were $17,459, $7,632, $6,175, $1,512, $511, respectively. The amounts attributable to fiscal year 2024 premiums for Messrs. King, Calaway, Morris, Stewart and John R. Tyson were $18,158, $16,558, $6,174, $2,492, $1,012, respectively. Mr. John H. Tyson was not eligible for tax reimbursements for life insurance premiums for fiscal year 2023 and fiscal year 2024. (b)Included in these amounts are Company contributions to the applicable NEOs pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2024, though attributable to performance in fiscal year 2024, as follows: Mr. John H. Tyson - $330,480; Mr. King - $239,863; Mr. Calaway - $70,148; Mr. Morris -$138,516; Mr. Stewart - $91,709 and Mr. John R. Tyson - $42,108 (a description of the Executive Savings Plan is provided under the heading “Financial, Retirement and Welfare Benefit Plans” in the “Compensation Discussion and Analysis” section of this Proxy Statement, as well as following the table titled “Nonqualified Deferred Compensation for Fiscal Year 2024” under the heading “Executive Savings Plan”). The amounts do not include matching contributions that were attributable to performance in fiscal year 2023 but paid in fiscal year 2024, as those awards were previously reported as fiscal year 2023 compensation. (c)The amounts in this column include premiums paid by the Company for a long-term disability insurance policy for each NEO. The values expressed for personal use of Company-owned aircraft in footnotes (d) through (f), below, are based on the aggregate incremental cost to the Company using a method that accounts for fuel, maintenance, landing fees, other associated travel costs and charter fees. Mr. John H. Tyson’s and Mr. King’s personal use of Company-owned aircraft is permitted under their respective employment contracts; Mr. Morris’ personal use of Company-owned aircraft is permitted under his retention agreement, and the other NEOs’ personal use of Company-owned aircraft is at the CEO’s discretion, subject to an overall limit established by the Compensation and Leadership Development Committee. In each case, the executives’ use must comply with Company policy and not interfere with the Company’s use of the aircraft. The values of all perquisites are based on the incremental aggregate cost to the Company and are individually quantified only if they exceed the greater of $25,000 or 10% of the total amount of perquisites for such NEO. (d)This amount includes $2,983,641 for personal use of Company-owned aircraft, amounts for an additional cellular device and data storage services, an amount for event tickets, and an amount for guest attendance at an event. (e)This amount includes $107,296 for personal use of Company-owned aircraft and an amount for guest attendance at an event. (f)This amount includes $70,390 for personal use of Company-owned aircraft. (g)This amount includes $143,514 in moving expenses.
Grants of Plan-Based Awards During Fiscal Year 2024
Grants of Plan-Based Awards During Fiscal Year 2024 The table below provides information on equity- and cash-based performance awards granted to each of the Company’s NEOs during fiscal year 2024. The equity-based awards were granted under the Stock Incentive Plan. The cash-based performance awards were granted under the Executive Incentive Plan. More information on plan-based awards is provided in the section titled “Compensation Discussion and Analysis—Elements of Compensation” in this Proxy Statement.
Grants of Plan-Based Awards During Fiscal Year 2024
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Under- lying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | John H. Tyson | | 1/31/2024 | 1,020,000 | 2,040,000 | 4,080,000 | | | | | | | | | | 11/17/2023 | 11/8/2023 | | | | 30,775 | 61,551 | 123,102 | | | | 3,069,245 | | | 11/17/2023 | 11/8/2023 | | | | 15,387 | 61,551 | 61,551 | | | | 3,000,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | 30,776 | | | 1,500,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | | 132,392 | 48.74 | 1,681,378 | | Donnie King | | 1/31/2024 | 1,400,000 | 2,800,000 | 5,600,000 | | | | | | | | | | 11/17/2023 | 11/8/2023 | | | | 56,421 | 112,843 | 225,687 | | | | 5,626,949 | | | 11/17/2023 | 11/8/2023 | | | | 16,926 | 67,706 | 67,706 | | | | 3,300,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | 56,422 | | | 2,750,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | | 242,719 | 48.74 | 3,082,531 | | Curt Calaway(6) | | 11/6/2024 | 371,250 | 742,500 | 1,485,000 | | | | | | | | | | 11/17/2023 | 11/8/2023 | | | | 1,538 | 3,077 | 6,155 | | | | 153,462 | | | 11/17/2023 | 11/8/2023 | | | | 1,538 | 6,155 | 6,155 | | | | 300,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | 1,539 | | | 75,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | | 6,620 | 48.74 | 84,074 | | Wes Morris | | 11/8/2023 | 418,000 | 836,000 | 1,672,000 | | | | | | | | | | 11/17/2023 | 11/8/2023 | | | | 15,387 | 30,775 | 61,551 | | | | 1,534,623 | | | 11/17/2023 | 11/8/2023 | | | | | | | 15,388 | | | 750,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | | 66,196 | 48.74 | 840,689 | | Brady Stewart | | 11/8/2023 | 562,500 | 1,125,000 | 2,250,000 | | | | | | | | | | 11/17/2023 | 11/8/2023 | | | | 15,387 | 30,775 | 61,551 | | | | 1,534,623 | | | 11/17/2023 | 11/8/2023 | | | | | | | 15,388 | | | 750,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | | 66,196 | 48.74 | 840,689 | | John R. Tyson | | 11/8/2023 | 357,500 | 715,000 | 1,430,000 | | | | | | | | | | 11/17/2023 | 11/8/2023 | | | | 14,105 | 28,210 | 56,421 | | | | 1,406,737 | | | 11/17/2023 | 11/8/2023 | | | | 1,923 | 7,693 | 7,693 | | | | 375,000 | | | 11/17/2023 | 11/8/2023 | | | | | | | 14,105 | | | 687,500 | | | 11/17/2023 | 11/8/2023 | | | | | | | | 60,680 | 48.74 | 770,636 |
Grants of Plan-Based Awards During Fiscal Year 2024
(1)The amounts in these columns represented the threshold, target and maximum amounts payable for performance in fiscal year 2024 under the Executive Incentive Plan based on the NEO’s salary on September 28, 2024. The amounts paid to each NEO pursuant to this plan for fiscal year 2024 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table for Fiscal Year 2024” in this Proxy Statement. For more detailed information on the Executive Incentive Plan and potential payments thereunder, see the discussion and tables in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Payments” in this Proxy Statement. (2)The amounts in these columns represent (i) the threshold, target and maximum number of shares of performance stock which would be awarded upon the achievement of specified performance criteria for the awards granted, and (ii) the number of shares of restricted stock. The vesting terms of the first performance stock award include the achievement of a three-year cumulative Adjusted Operating Income target and a favorable relative total shareholder return comparison with the Compensation Peer Group over a three-year period. The vesting terms of the supplemental performance stock grant include the achievement of a one-year cumulative Adjusted Operating Income target and the NEOs’ continued employment through each of the vesting dates of November 17, 2024 and November 17, 2025. The vesting terms of the restricted stock granted on November 17, 2023 are based on the NEOs’ continued employment through the vesting date of November 17, 2026 (other than Mr. John H. Tyson whose restricted stock vested on November 17, 2024). For a more detailed discussion, see the sections titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Compensation—Performance Stock” and “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Compensation—Restricted Stock” in this Proxy Statement. (3)The amounts in this column represent non-qualified stock options that expire on November 17, 2033. These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years. (4)Pursuant to the terms of the Stock Incentive Plan, the exercise price for all options listed in this column is the closing price of our Class A Common Stock on the grant date. (5)For a description of the methodology used to determine the grant date fair value of stock and option awards, see footnote (1) to the “Summary Compensation Table for Fiscal Year 2024” in this Proxy Statement. (6)Mr. Calaway’s annual base salary was increased to $675,000 and target eligibility under the Executive Incentive Plan was increased to 110%, effective as of the date of his initial appointment as interim Chief Financial Officer on June 13, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The table below provides information on the stock option, restricted stock, restricted stock units and performance stock awards held by each of the Company’s NEOs as of September 28, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | John H. Tyson | 11/21/2014 | 231,239 | — | 42.26 | 11/21/2024 | | | | | | | 11/30/2015 | 109,202 | — | 50.00 | 11/30/2025 | | | | | | | 11/28/2016 | 93,334 | — | 58.34 | 11/28/2026 | | | | | | | 11/17/2017 | 71,997 | — | 77.97 | 11/17/2027 | | | | | | | 11/19/2018 | 127,754 | — | 59.42 | 11/19/2028 | | | | | | | 11/18/2019 | 89,499 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 134,048 | — | 60.74 | 11/20/2030 | | | | | | | 11/19/2021 | 60,497 | 30,248(2) | 81.51 | 11/19/2031 | | | | | | | 11/19/2021 | | | | | | | 73,610(3) | 4,393,781 | | | 11/18/2022 | 31,606 | 63,211(4) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | | | 91,575(5) | 5,466,112 | | | 11/17/2023 | — | 132,392(6) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 123,102(7) | 7,347,958 | | | 11/17/2023 | | | | | | | 61,551(8) | 3,673,979 | | | 11/17/2023 | | | | | 31,874(9) | 1,902,559 | | | | Donnie King | 11/18/2019 | 40,275 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 60,322 | — | 60.74 | 11/20/2030 | | | | | | | 06/02/2021 | 50,725 | — | 80.27 | 06/02/2031 | | | | | | | 11/19/2021 | 66,547 | 33,272(2) | 81.51 | 11/19/2031 | | | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Donnie King - continued | 11/19/2021 | | | | | 22,186(10) | 1,324,282 | | | | | 11/19/2021 | | | | | | | 80,971(3) | 4,833,159 | | | 11/18/2022 | 57,944 | 115,887(4) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | 44,981(11) | 2,684,916 | | | | | 11/18/2022 | | | | | | | 167,887(5) | 10,021,175 | | | 11/17/2023 | — | 242,719(6) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 225,687(7) | 13,471,257 | | | 11/17/2023 | | | | | | | 67,706(8) | 4,041,371 | | | 11/17/2023 | | | | | 58,436(9) | 3,488,045 | | | | Curt Calaway | 11/30/2015 | 6,539 | — | 50.00 | 11/30/2025 | | | | | | | 11/28/2016 | 5,589 | — | 58.34 | 11/28/2026 | | | | | | | 11/17/2017 | 4,115 | — | 77.97 | 11/17/2027 | | | | | | | 11/19/2018 | 6,608 | — | 59.42 | 11/19/2028 | | | | | | | 11/18/2019 | 4,475 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 6,702 | — | 60.74 | 11/20/2030 | | | | | | | 11/19/2021 | 3,026 | 1,512(2) | 81.51 | 11/19/2031 | | | | | | | 11/19/2021 | | | | | | | 3,680(3) | 219,659 | | | 11/19/2021 | | | | | 1,008(10) | 60,168 | | | | | 11/18/2022 | 1,581 | 3,160(4) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | | | 4,578(5) | 273,261 | | | 11/18/2022 | | | | | 1,227(11) | 73,240 | | | | | 11/17/2023 | — | 6,620(6) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 6,155(7) | 367,392 | | | 11/17/2023 | | | | | | | 6,155(8) | 367,392 | | | 11/17/2023 | | | | | 1,594(9) | 95,146 | | | | Wes Morris | 11/17/2023 | — | 66,196(6) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 61,551(7) | 3,673,979 | | | 11/17/2023 | | | | | 15,937(9) | 951,280 | | | | Brady Stewart | 02/10/2023 | | | | | 32,056(12) | 1,913,423 | | | | | 02/10/2023 | | | | | 26,420(12) | 1,577,010 | | | | | 11/17/2023 | — | 66,196(6) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 61,551(7) | 3,673,979 | | | 11/17/2023 | | | | | 15,937(9) | 951,280 | | | | John R. Tyson | 11/18/2019 | 2,611 | — | 89.98 | 11/18/2029 | | | | | | | 11/20/2020 | 6,702 | — | 60.74 | 11/20/2030 | | | | | | | 11/19/2021 | 7,563 | 3,781(2) | 81.51 | 11/19/2031 | | | | | | | 11/19/2021 | | | | | 2,521(10) | 150,478 | | | | | 11/19/2021 | | | | | | | 9,201(3) | 549,208 | | | 11/18/2022 | 10,536 | 21,070(4) | 65.52 | 11/18/2032 | | | | | | | 11/18/2022 | | | | | 8,178(11) | 488,145 | | | | | 11/18/2022 | | | | | | | 30,525(5) | 1,822,037 | | | 11/17/2023 | — | 60,680(6) | 48.74 | 11/17/2033 | | | | | | | 11/17/2023 | | | | | | | 56,421(7) | 3,367,769 | | | 11/17/2023 | | | | | | | 7,693(8) | 459,195 | | | 11/17/2023 | | | | | 14,609(9) | 872,011 | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
The footnotes below are applicable to more than one executive where noted. (1)The amounts listed in this column reflect a share price of $59.69, the closing price of our shares on the NYSE on September 27, 2024, the last trading day of our 2024 fiscal year. (2)These options vested and became exercisable on November 19, 2024. (3)This represents an award of performance stock that expired on November 19, 2024, based on the actual level of performance having not satisfied the following performance criteria: (a) a cumulative operating income target of $11.9 billion for the 2022-2024 fiscal years and, (b) a favorable comparison of the relative shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over the 2022-2024 fiscal years, and (c) a cumulative return on invested capital of 11.5% for the 2022-2024 fiscal years. The number of shares reported is based on the maximum potential payout. (4)One-half of these options vested and became exercisable on November 18, 2024 and the remaining options are scheduled to vest and become exercisable on November 18, 2025. (5)This represents an award of performance stock that vests on November 18, 2025, subject to the achievement of a three-year cumulative Adjusted Operating Income target, a favorable comparison of the relative total shareholder return to a predetermined peer group of publicly traded companies and achievement of a ROIC metric over the 2023-2025 fiscal years. The number of shares reported is based on the maximum potential payout. (6)One-third of these options vested and became exercisable on November 17, 2024. One-half of the remaining options are scheduled to vest and become exercisable on November 17, 2025, and the remaining options are scheduled to vest and become exercisable on November 17, 2026. (7)This represents an award of performance stock that vests on November 20, 2026, subject to the achievement of a three-year cumulative Adjusted Operating Income target and a favorable comparison of the Company’s relative total shareholder return to a predetermined peer group of publicly traded companies over the 2023-2025 fiscal years. The number of shares reported is based on the maximum potential payout. (8)This represents an award of performance stock one-half of which vested on November 17, 2024, subject to the achievement of a one-year cumulative Adjusted Operating Income target of $1.161 billion over the 2024 fiscal year. The number of shares reported is based on the maximum potential payout. (9)This represents an award of restricted stock that one-third of which vested on November 17, 2024. One-half of the remaining restricted stock will vest on November 17, 2025 and the remaining restricted stock will vest on November 17, 2026. The amount includes shares accrued under the Company’s dividend reinvestment plan. (10)This represents an award of restricted stock that vested on November 19, 2024. The amount includes shares accrued under the Company’s dividend reinvestment plan. (11)This represents an award of restricted stock that vests on November 18, 2025. The amount includes shares accrued under the Company’s dividend reinvestment plan. (12)This represents an award of restricted stock that vests on February 10, 2026 based on the continued employment of Mr. Stewart through the vesting date. The amount includes shares accrued under the Company’s dividend reinvestment plan.
Option Exercises and Stock Vested During Fiscal Year 2024
Option Exercises and Stock Vested During Fiscal Year 2024 The table below sets forth the number of shares acquired and the value realized upon exercise of stock options and vesting of stock awards during fiscal year 2024 by the listed NEOs.
Option Exercises and Stock Vested During Fiscal Year 2024
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John H. Tyson | 160,600 | 2,286,741 | 23,689(1) | 1,154,604(2) | | | | | 49,390(4) | 2,391,011(5) | | Donnie King | | | 12,042(3) | 583,001(5) | | | | | 22,225(4) | 1,075,955(5) | | | | | 10,039(6) | 552,066(7) | | | | | 2,903(8) | 175,022(9) | | Curt Calaway | | | 1,338(3) | 64,778(5) | | | | | 2,469(4) | 119,551(5) | | Wes Morris | | | 34,333(10) | 1,805,231(11) | | John R. Tyson | | | 1,338(3) | 64,778(5) | | | | | 2,469(4) | 119,551(5) |
Option Exercises and Stock Vested During Fiscal Year 2024
_______________________________ (1)Represents previously awarded restricted stock that vested on November 18, 2023. (2)The value is based on our stock price of $48.74 on November 17, 2023. (3)Represents previously awarded restricted stock that vested on November 20, 2023. (4)Represents previously awarded performance stock that vested on November 20, 2023. (5)The value is based on our stock price of $48.41 on November 20, 2023. (6)Represents previously awarded restricted stock that vested on January 26, 2024. (7)The value is based on our stock price of $54.99 on January 26, 2024. (8)Represents previously awarded restricted stock that vested on May 14, 2024. (9)The value is based on our stock price of $60.27 on May 14, 2024. (10)Represents previously awarded restricted stock that vested on February 10, 2024. (11)The value is based on our stock price of $52.58 on February 9, 2024
Pension Benefits
Pension Benefits The SERP is a non-qualified deferred compensation plan that provides a retirement benefit to certain officers of the Company, including certain of the NEOs. It also provides life insurance protection for certain officers. The retirement benefit is a “single life” or a “Joint and 50% to Survivor” annuity. In fiscal year 2018, the Compensation and Leadership Development Committee elected to suspend new participation and vest benefits for all existing participants in the SERP as of December 31, 2018. The primary formula for calculating the amount of such benefit uses one percent of the average annual compensation paid to the officer for their final five years of service multiplied by their years of creditable service (the “normal retirement allowance”). “Creditable service” is the number of years and months that the participant has been a contracted officer beginning January 1, 2004, subject to certain grandfathering and grade level criteria. The SERP also provides for catch-up accruals for certain grandfathered participants (officers prior to 2002 receive an additional one percent of their final five-year average annual compensation multiplied by their final five years of creditable service). An officer’s normal retirement allowance cannot decrease from the highest normal retirement allowance amount calculated during the officer’s tenure. In addition, participants in the plan as of July 1, 2014, with at least 20 years of vesting service are generally eligible for a minimum benefit and a tax allowance based on the amount of their executive life insurance premium at the male non-smoker rate. The Compensation and Leadership Development Committee has the discretion to grant early retirement benefits under the plan. If a Company-employed participant was in the SERP as of July 1, 2014, and subsequently dies, the participant’s beneficiaries receive a death benefit under the life insurance portion of the SERP. Mr. John H. Tyson no longer participates in the life insurance portion of the SERP in connection with his becoming a non-executive officer in fiscal year 2008, and Mr. John H. Tyson is currently receiving benefits under the SERP. Mr. King participated in the SERP, including the life insurance portion, prior to his retirement in 2017, but when he rejoined the Company in January 2019, the SERP was frozen and he was, therefore, ineligible to resume participation, including with respect to the life insurance portion. Mr. King is currently receiving benefits under the SERP. As of September 28, 2024, the life insurance portion of the SERP provided a death benefit of $1,500,000 for Mr. Calaway. Mr. Morris was not a participant in the SERP prior to his 2017 departure from the Company and it was frozen prior to his return. Messrs. Stewart and John R. Tyson were ineligible to participate in the SERP because it was frozen prior to their joining the Company. The following table shows the years of creditable service for benefit accrual purposes and the present value of the accrued benefits for each of the NEOs under the SERP as of September 28, 2024.
Pension Benefits
| Name | Plan Name | Numbers of Years of Creditable Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | John H. Tyson | Tyson Foods, Inc. SERP | 15.75 | 3,773,192 | 175,196 | | Donnie King(3) | Tyson Foods, Inc. SERP | 18.50 | 3,653,335 | 268,799 | | Curt Calaway | Tyson Foods, Inc. SERP | 6.33 | 399,148 | — |
Pension Benefits
_______________________________ (1)The plan considers only creditable service, as more fully described above. The NEOs’ actual years of service are as follows: Mr. John H. Tyson - 52 years; Mr. King - 35 years prior to his 2017 retirement plus 5 years after he rejoined the Company on January 22, 2019; Mr. Calaway -18 years. (2)The present value of these benefits is based on the following assumptions:
Nonqualified Deferred Compensation for Fiscal Year 2024
Nonqualified Deferred Compensation for Fiscal Year 2024 The table below provides information on benefits available to the NEOs for fiscal year 2024 under the Executive Savings Plan.
Nonqualified Deferred Compensation for Fiscal Year 2024
| Name | Plan(1) | Executive Contributions in Last Fiscal Year ($)(2) | Company Contributions in Last Fiscal Year ($)(3) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(4)(5) | | John H. Tyson | Executive Savings Plan | 234,646 | 408,988 | 1,029,111 | (2,286,814) | 3,995,347 | | Donnie King | Executive Savings Plan | (5,654) | 313,098 | 259,216 | — | 1,658,331 | | Curt Calaway | Executive Savings Plan | 95,209 | 92,319 | 449,563 | — | 2,267,045 | | Wes Morris | Executive Savings Plan | 98,727 | 178,860 | 727,780 | (163,084) | 3,637,406 | | Brady Stewart | Executive Savings Plan | — | 127,977 | 13,149 | — | 169,998 | | John R. Tyson | Executive Savings Plan | — | 70,012 | 25,313 | (129,327) | 110,096 |
Nonqualified Deferred Compensation for Fiscal Year 2024
_______________________________ (1)As further detailed in the narrative below, all NEOs may participate in the Executive Savings Plan. (2)Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table for Fiscal Year 2024” in this Proxy Statement. The amounts in this column include contributions made after the end of fiscal year 2024 from the NEOs’ non-equity incentive plan compensation attributable to fiscal year 2024 performance as follows: Mr. John H. Tyson - $206,550; Mr. Calaway - $87,686 and Mr. Morris - $86,573. (3)Included in these amounts are Company contributions to the applicable NEOs and pursuant to the Executive Savings Plan subsequent to the end of the fiscal year 2024, though attributable to performance in fiscal year 2024, as follows: Mr. John H. Tyson - $330,480; Mr. King - $239,863; Mr. Calaway - $70,148; Mr. Morris - $138,516; Mr. Stewart - $91,709 and Mr. John R. Tyson - $42,108. A description of the Executive Savings Plan is provided in the section titled “Compensation Discussion and Analysis—Financial, Retirement and Welfare Benefit Plans” in this Proxy Statement, as well as below under the heading “Executive Savings Plan.” (4)The amounts in this column include post-fiscal year 2024 executive contributions and Company contributions as described in footnotes (2) and (3) above. (5)The table below shows the total amounts of nonqualified deferred compensation for each of the NEOs as reported in the Company’s Summary Compensation Tables, including the amounts described in footnotes (2) and (3) above, and all previous years:
Nonqualified Deferred Compensation for Fiscal Year 2024
| Name | Amount ($) | | John H. Tyson | 4,264,783 | | Donnie King | 1,252,861 | | Curt Calaway | 187,528 | | Wes Morris | 277,587 | | Brady Stewart | 156,599 | | John R. Tyson | 117,067 |
Nonqualified Deferred Compensation for Fiscal Year 2024
Executive Savings Plan The Company sponsors the Executive Savings Plan which is available to NEOs and other highly compensated employees of the Company and is intended to provide participants the opportunity to defer up to 60% of their salaries in excess of the limits of the Internal Revenue Code imposed on the Retirement Savings Plan (the qualified 401(k) plan) and 100% of cash performance incentive payments. Participants must elect to defer their compensation for a year in the year prior to performing services, and deferral elections are generally irrevocable. The Executive Savings Plan also provides a matching contribution by the Company equal to 100% of the first 3% of eligible pay contributed, plus 50% of the next 2% contributed which is not otherwise matched under the Company’s Retirement Savings Plan. Performance incentive payment deferrals are also matched at the same rates. In addition, NEOs and certain other participants receive a non-elective Company contribution equal to 4% of their base salary and annual incentive plan payment. Participants’ accounts under the Executive Savings Plan are adjusted for investment gains or losses. Participants may elect how their accounts are invested from a notional investment based on the investment options available under the Retirement Savings Plan. For amounts deferred to the Executive Savings Plan on or after January 1, 2005, and any earnings, gains or losses thereon, the following distribution rules apply. Participants must elect the amount of their deferrals and the time and form of their distributions prior to the year their salaries and performance incentive payments to be deferred are earned. Participants may elect to receive distributions in January following termination of employment, in January of a specified calendar year as elected by the participant, or a combination of the foregoing. Participants may apply for an earlier distribution on account of an extraordinary and unforeseeable event. Participants may elect the form of their distributions in either a lump sum payment or annual installments payable over a period not to exceed 15 years from the later of the date the participant terminates employment or attains age 62. Notwithstanding the foregoing, a participant’s account will be distributed in a lump sum if it does not exceed the maximum annual contribution limit under the Retirement Savings Plan following termination of employment. Changes are permitted to these elections only in accordance with limited rules of the plan. Certain key employees may be required to delay a distribution payable at termination of employment for six months as required by law. Notwithstanding a participant’s distribution election, if a participant dies prior to distribution of the account, the account will be paid to the participant’s designated beneficiary beginning in January of the year following the participant’s death in five annual installments or in a lump sum in January of the year following the participant’s death if the value of the account does not exceed the maximum annual contribution limit under the Retirement Savings Plan at the time of distribution. If a participant dies after distributions have begun to the participant, the participant’s designated beneficiary receives payment in accordance with the participant’s distribution election. For account balances prior to January 1, 2005, and earnings, gains and losses thereon, the distribution rules described in the section below titled “Retirement Income Plan” apply. Any assets reserved for Company payments under the Executive Savings Plan remain subject to the claims of our creditors. Benefits are currently paid from a grantor trust originally established to pay benefits under the Retirement Income Plan. Assets from this grantor trust can be used to pay benefits under the Executive Savings Plan only if there are sufficient assets remaining in the trust after any such payment to satisfy all benefit obligations under the Retirement Income Plan. The Company currently provides funding for this grantor trust on an ongoing basis.
Potential Payments Upon Termination
Potential Payments Upon Termination NEOs’ Severance Terms The severance terms for Messrs. John H. Tyson and King are reflected in their respective employment contracts. The severance terms for Messrs. Calaway, Morris, Stewart and John R. Tyson are based on the Executive Severance Plan. As of the end of fiscal year 2024, in the event the Company terminated the employment of Messrs. John H. Tyson or King prior to the expiration of the NEO’s respective employment contract term without “cause” or by reason of their death or permanent disability, a termination by Mr. King due to good reason or, in the case of the other NEOs, a termination of employment due to a job elimination or by the NEO due to good reason, the Company will pay, in the case of Mr. John H. Tyson, a lump sum payment equal to two years of his then-current base salary and two times his annual bonus target, in the case of Mr. King, his then-current base salary for a period of two years and two times his annual bonus target plus reimbursement for medical coverage expenses for up to 19 months, and, in the case of the other NEOs, such officer’s then-current base salary for a period of two years, COBRA reimbursements for up to two years of continued coverage, and 12-months of outplacement assistance. In addition, participating NEOs in the Executive Severance Plan are eligible to receive a prorated payout equal to the amount that they would have received under the Company’s annual incentive plan for the year of termination, provided that the NEO was employed for at least 60 days during the applicable fiscal year, with such payout based on target performance for terminations in the first three quarters of a fiscal year and actual performance for terminations in the fourth quarter. If an NEO’s employment terminates for “cause,” he is not entitled to any of the foregoing benefits and will receive only his accrued but unpaid compensation as of the date of his termination. The term “cause” generally includes, among other things, the NEO engaging in wrongful conduct which results in injury to the Company or engaging in certain criminal activities. The Executive Severance Plan also provides severance benefits in the event of a qualifying voluntary termination; however, as of September 28, 2024, none of the current NEOs were eligible to terminate under the Executive Severance Plan due to a qualifying voluntary termination. Equity-Based Compensation Awards Subject to certain exceptions, the award agreements under the Stock Incentive Plan generally provide that in the event that the employment of an NEO is terminated by reason of death, disability or retirement, by the NEO with good reason or pursuant to a qualifying voluntary termination under the Executive Severance Plan or by the Company without cause, a pro rata portion of any unvested equity award will be accelerated and will vest. Payments and Benefits as of the Last Day of Fiscal Year 2024 The NEOs would have been entitled to the following estimated payments and benefits from the Company if a termination occurred on the last day of the fiscal year, under the following circumstances. In addition, NEOs may be eligible for payment of their accounts under the Company’s qualified retirement plan, the Employee Stock Purchase Plan and non-qualified plans. For the benefits under these plans, see the sections titled “Compensation Discussion and Analysis,” “Pension Benefits” and “Nonqualified Deferred Compensation for Fiscal Year 2024” in this Proxy Statement.
Potential Payments Upon Termination
| | John H. Tyson | | | King | | | | | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | | Severance | 6,480,000(1) | — | 4,131,000 | 28,586,250(1) | — | 5,996,586 | | Acceleration of vesting of equity-based compensation awards(2) | 9,794,413 | — | 9,898,550 | 16,864,232 | — | 17,847,286 | | Health Insurance(3) | — | — | — | 8,207 | — | 8,207 | | Outplacement Assistance | 9,000 | — | — | 9,000 | — | — | | Total | 16,283,413 | — | 14,029,550 | 45,467,689 | — | 23,852,079 | | | Calaway | | | Morris | | | | | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | | Severance | 2,226,856(4) | — | 876,856 | 3,311,452(4) | — | 1,731,452 | | Acceleration of vesting of equity-based compensation awards(2) | 604,438 | — | 604,438 | 1,530,576 | — | 1,530,576 | | Health Insurance(3) | 15,668 | — | 15,668 | 15,668 | — | 15,668 | | Outplacement Assistance | 9,000 | — | — | 9,000 | — | — | | Total | 2,855,962 | 0 | 1,496,962 | 4,866,696 | 0 | 3,277,696 |
Potential Payments Upon Termination
| | Stewart | | | John R. Tyson | | | | | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | Termination by Company Without Cause or by NEO for Good Reason ($) | Termination by Company for Cause ($) | Termination Due to Death or Permanent Disability ($) | | Severance | 4,112,729(4) | — | 2,292,729 | 2,452,692(4) | — | 1,052,692 | | Acceleration of vesting of equity-based compensation awards(2) | 3,430,109 | — | 5,697,405 | 2,874,131 | — | 3,686,414 | | Health Insurance(3) | 21,499 | — | 21,499 | 7,301 | — | 7,301 | | Outplacement Assistance | 9,000 | — | — | 9,000 | — | — | | Total | 7,573,337 | — | 8,011,633 | 5,343,124 | — | 4,746,407 |
Potential Payments Upon Termination
(1) These amounts represent (i) in the case of Mr. John H. Tyson, a lump sum payment equal to two years of his then-current base salary and two times his annual target performance incentive and (ii) in the case of Mr. King, the payment of any remaining amounts due under his employment agreement, including base salary and annual target performance incentive payments due until December 31, 2027, and an additional amount equal to two years of his base salary and two times his annual target performance incentive. (2) These amounts represent the value of each NEO’s unvested stock options, restricted stock and performance stock at the target level that would have vested in the event of a termination on September 28, 2024, based on our stock price of $59.69 on September 27, 2024, the last trading day of our 2024 fiscal year. (3)With the exception of Mr. John H. Tyson and Mr. King, these amounts represent the premiums to continue the NEOs’ health insurance for the severance period provided in the Executive Severance Plan. Mr. John H. Tyson’s contract provides that, in the case of his disability, he and his spouse are entitled to health insurance until each of their deaths, and his eligible dependents are entitled to health insurance until such time as their eligibility has ceased. In the case of Mr. John H. Tyson’s death, his spouse and eligible dependents are entitled to the same coverage. With respect to Mr. John H. Tyson, this amount (a) excludes any amount for a spouse, as Mr. John H. Tyson was not married as of September 28, 2024, and (b) excludes any amount for Mr. John H. Tyson, as the period of time for coverage cannot be determined. As of September 28, 2024, the annual costs for Mr. John H. Tyson’s health insurance totaled $6,386. Mr. King’s contract provides that, upon a termination by the Company (without “cause” or by reason of death or permanent disability) or if Mr. King resigns for “good reason,” the Company will provide Mr. King with certain premium subsidies and/or monthly reimbursement payments for COBRA continuation coverage for up to 19 months. (4)These amounts represent continued payment of the NEO’s base salary for two years and the annual incentive payment under the Company’s annual incentive plan for fiscal year 2024.
Potential Payments Upon a Change in Control
Potential Payments Upon a Change in Control The award agreements under the Stock Incentive Plan currently provide for the acceleration of vesting of all unvested equity-based compensation awards held by an NEO in the event of either (i) a termination of employment by the Company without cause (as defined therein) or (ii) a resignation by the NEO for good reason (as defined therein) occurring within twenty-four (24) months following a change in control of the Company. In these provisions, “change in control” is defined as any one of the following: (1) the acquisition by any individual or entity of the Company’s voting securities where the acquisition caused the individual or entity to own 25% or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote in the election of directors; (2) a merger, consolidation, combination or like transaction involving the Company in which the shareholders of the Company immediately prior to the transaction did not own at least 50% of the voting power of the issued and outstanding capital stock of the Company immediately after the transaction; (3) the sale or transfer by the Company of more than 50% of its assets or by any shareholder or shareholders of the Company of more than 50% of the voting power of the issued and outstanding capital stock of the Company in any one transaction or a series of related transactions occurring within a one year period in which the Company, any corporation controlled by the Company or the shareholders of the Company immediately prior to the transaction did not own at least 50% of the voting power of the issued and outstanding equity securities of the acquirer immediately after the transaction; (4) a majority of the persons who were members of the Board ceased to be directors within any 12-month period; or (5) the dissolution or liquidation of the Company. However, for the purpose of the acceleration of vesting of equity-based compensation awards, a change in control does not include any event as a result of which one or more of the following persons or entities possessed, immediately after such event, over 50% of the combined voting power of the Company or any successor entity: (i) Tyson Limited Partnership, or any successor entity; (ii) individuals related to Don Tyson by blood, marriage or adoption, or the estate of any such individual (including Don Tyson); or (iii) any entity in which one or more individuals or estates described in the preceding clauses (i) and (ii) possessed over 50% of the combined voting power or beneficial interests of such entity. Each NEO would have been entitled to the estimated payments from the Company or its successor described in the table below if a change in control occurred and the NEO’s employment was terminated by the Company without cause or by the NEO for good reason, in each case, on September 28, 2024. The amounts represent the value of the listed NEOs’ unvested stock options, restricted stock and performance stock that would vest, based on a closing stock price of $59.69 on September 27, 2024, the last trading day of fiscal year 2024. However, if the payments due to a change in control were to result in an excise tax being due, the aggregate payments would be reduced to the largest amount which could be paid without triggering an excise tax. The amounts reported in the table below do not reflect the application of any reduction in benefits pursuant to the applicable employment contracts or the Executive Severance Plan.
Potential Payments Upon a Change in Control
| Name | Estimated Amount ($) | | John H. Tyson | 15,630,212 | | Donnie King | 26,942,403 | | Curt Calaway | 1,098,635 | | Wes Morris | 3,513,130 | | Brady Stewart | 7,003,561 | | John R. Tyson | 5,503,908 |
Potential Payments Upon a Change in Control
If the Company were to terminate any NEO following a change in control, such officer would not be entitled to any additional severance benefits because their termination followed a change in control. Instead, the officer would receive the severance benefits described in the section titled “Potential Payments Upon Termination” in this Proxy Statement.
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE We are required by Item 402(u) of Regulation S-K, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, to disclose the ratio of our fiscal year 2024 CEO’s annual total compensation to the median of the annual total compensation of all of our employees. The SEC’s rules for calculating this ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to our pay ratio disclosed below. We strive to offer competitive compensation for each position considering local labor markets. As a result, our compensation program varies amongst each local market and by position in order to allow us to provide a competitive total rewards package. The median of the fiscal year 2024 annual total compensation of all of our employees, other than Mr. King, was $43,417. Mr. King’s fiscal year 2024 annual total compensation was $22,773,094, as reported in the Summary Compensation Table for Fiscal Year 2024. The ratio of these amounts (our “Pay Ratio”) for fiscal year 2024 is approximately 525:1. We believe our fiscal year 2024 Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules and in accordance with the methodology described below. From the employee population as of the last day of our 2024 fiscal year (September 28, 2024) based on our payroll records, we identified the median compensated employee (the “Median Compensated Employee”) using as our consistently applied compensation measure gross taxable wages prior to any pre-tax deductions, as reported in the Company’s payroll records for the twelve months ended September 28, 2024. We calculated the annual total compensation for the Median Compensated Employee in accordance with the rules applicable to the Summary Compensation Table for Fiscal Year 2024. As of September 28, 2024, we had 137,995 employees globally, with 119,901 employees based in the U.S. and 18,094 employees located outside of the U.S. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. We applied this de minimis exemption when identifying the Median Compensated Employee by excluding certain employees located outside of the U.S.1 After applying the de minimis exemption, we calculated the Pay Ratio based on our 119,901 U.S. employees, 4,924 China employees, and 8,456 Thailand employees, representing approximately 97% of our global2 full-time, part-time, temporary and seasonal employees who were employed as of September 28, 2024. ___________________________________ 1 Excluded employee count by each location was as follows: Australia (188); Austria (26); Belgium (1); Brazil (1,067); Canada (6); Colombia (12); France (1); Germany (1); Hong Kong (2); Hungary (1); India (211); Indonesia (2); Ireland (2); Italy (13); Japan (7); Malaysia (1,407); Mexico (152); Netherlands (143); New Zealand (96); Peru (10); Philippines (120); Portugal (7); Saudi Arabia (752); South Africa (2); South Korea (264); Taiwan (6); Turkey (36); UAE (2) and United Kingdom (177). 2 We employ people in 32 countries globally.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and non-principal executive officer named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation and Leadership Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for Dean Banks ($)(1) | Summary Compensation Table Total for Donnie King ($)(1) | Compensation Actually Paid to Dean Banks ($)(1)(2)(3) | Compensation Actually Paid to Donnie King ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Adjusted Operating Income ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | 22,773,094 | — | 30,568,512 | 7,678,635 | 9,752,009 | 112.96 | 149.63 | 822 | 1,809 | | 2023 | — | 13,180,119 | — | 1,186,444 | 5,835,652 | 3,036,329 | 92.19 | 119.53 | (649) | 987 | | 2022 | — | 12,014,497 | — | 10,941,512 | 5,760,752 | 3,956,575 | 116.44 | 111.35 | 3,249 | 4,405 | | 2021 | 14,480,695 | 8,999,444 | 26,013,794 | 13,991,217 | 7,250,044 | 12,287,861 | 135.34 | 111.73 | 3,060 | 4,223 |
PAY VERSUS PERFORMANCE DISCLOSURE
_______________________________ (1)Dean Banks was our PEO for part of fiscal year 2021 (from October 4, 2020 to June 2, 2021). Donnie King was our PEO for part of fiscal year 2021 (from June 2, 2021), as well as for fiscal years 2022 through 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| 2021 | 2022 | 2023 | 2024 | | John H. Tyson | John H. Tyson | John H. Tyson | John H. Tyson | | Stewart Glendinning | Stewart Glendinning | Melanie Boulden | Curt Calaway | | Amy Tu | Scott Spradley | Brady Stewart | Wes Morris | | Chris Langholz | Amy Tu | John R. Tyson | Brady Stewart | | | Noelle O'Mara | | John R. Tyson | | | Chris Langholz | | |
PAY VERSUS PERFORMANCE DISCLOSURE
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for Donnie King ($) | Exclusion of Stock Awards and Option Awards for Donnie King ($) | Inclusion of Equity Values for Donnie King ($) | Compensation Actually Paid to Donnie King ($) | | 2024 | 22,773,094 | (14,759,480) | 22,554,898 | 30,568,512 | | 2023 | 13,180,119 | (10,943,344) | (1,050,331) | 1,186,444 | | 2022 | 12,014,497 | (6,775,615) | 5,702,630 | 10,941,512 | | 2021 | 8,999,444 | (5,094,000) | 10,085,773 | 13,991,217 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for Dean Banks ($) | Exclusion of Stock Awards and Option Awards for Dean Banks ($) | Inclusion of Equity Values for Dean Banks ($) | Compensation Actually Paid to Dean Banks ($) | | 2021 | 14,480,695 | (11,046,000) | 22,579,099 | 26,013,794 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 7,678,635 | (3,870,731) | 5,944,105 | 9,752,009 | | 2023 | 5,835,652 | (3,895,201) | 1,095,878 | 3,036,329 | | 2022 | 5,760,752 | (2,894,550) | 1,090,373 | 3,956,575 | | 2021 | 7,250,044 | (3,486,250) | 8,524,067 | 12,287,861 |
PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Donnie King ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Donnie King ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Donnie King ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Donnie King ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Donnie King ($) | Total - Inclusion of Equity Values for Donnie King ($) | | 2024 | 22,285,843 | 409,402 | — | (140,347) | — | 22,554,898 | | 2023 | 4,240,467 | (5,034,566) | — | (256,232) | — | (1,050,331) | | 2022 | 5,459,221 | (1,170,125) | — | 1,413,534 | — | 5,702,630 | | 2021 | 7,878,426 | 2,202,621 | — | 4,726 | — | 10,085,773 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dean Banks ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Dean Banks ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Dean Banks ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Dean Banks ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Dean Banks ($) | Total - Inclusion of Equity Values for Dean Banks ($) | | 2021 | — | 445,290 | 22,144,413 | 542,894 | (553,498) | 22,579,099 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 5,892,480 | 97,246 | — | (45,621) | — | 5,944,105 | | 2023 | 2,687,272 | (1,515,880) | — | (75,515) | — | 1,095,878 | | 2022 | 2,025,053 | (720,881) | — | 455,691 | (669,491) | 1,090,373 | | 2021 | 6,380,051 | 2,014,439 | — | 129,577 | — | 8,524,067 |
PAY VERSUS PERFORMANCE DISCLOSURE
(4)The Company’s Total Shareholder Return (TSR) and Peer Group TSR (change in the year-end stock price plus reinvested dividends) as shown in the table, is based on $100 invested at the end of fiscal year 2020, through the end of each of our fiscal years from 2021 through 2024. The Peer Group TSR set forth in this table utilizes the S&P 500 Consumer Staples Index, an independently prepared index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended September 28, 2024. For fiscal year 2024, the S&P 500 Consumer Staples Index was selected for the Peer Group TSR as it includes a larger sample of companies within or adjacent to our industry. For fiscal year 2023, our peer group TSR was based on a custom group of peer companies (“Old Peer Group”) as disclosed in the performance graph required by Item 201(e) of Regulation S-K and comprised of the following companies: Albertsons Companies, Inc., Archer-Daniels-Midland Company, Bunge Ltd., Caterpillar, Inc., The Coca-Cola Company, Deere & Co., J.B. Hunt Transport Services, Inc., The Kraft Heinz Company, Mondelez International, Inc., PepsiCo, Inc., Performance Food Group Co., The Proctor & Gamble Company, Sysco Corp., United Natural Foods, Inc., U.S. Foods Holding Corp. and Walmart Inc. For the Old Peer Group, the total shareholder return for fiscal years 2021, 2022, 2023 and 2024 would be $112.95, $112.26, $133.44 and $170.05, respectively, with the return for each company in the peer group weighted by market capitalization. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Adjusted Operating Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal year 2024. “Adjusted Operating Income” for purposes of annual incentive payments is a non-GAAP measure that means Operating Income but takes into account any unusual or unique items, such as one-time gains or losses, as determined by the Compensation and Leadership Development Committee. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR of the S&P 500 Consumer Staples Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Operating Income during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.
PAY VERSUS PERFORMANCE DISCLOSURE
| Adjusted Operating Income (“AOI”) | | Return on Invested Capital (“ROIC”) | | Relative Total Shareholder Return (“rTSR”) |