DEF 14A of Pilgrims Pride Corp
Filed Apr 1, 2024 · FY20230000802481-24-000024
Nominees for JBS Directors
Nominees for JBS Directors The following is information about our JBS Director nominees, including their ages as of April 1, 2024. Gilberto Tomazoni, 65, has served as Chairman of the Board since July 2013. Since 2018, Mr. Tomazoni has served as the Chief Executive Officer of JBS, and previously, Mr. Tomazoni served as president of the Global Poultry Division of JBS from 2013 to 2018. Before joining JBS, Mr. Tomazoni spent four years with Bunge Alimentos S.A. as Vice President of Foods and Ingredients. Prior to that, Mr. Tomazoni served 27 years with Sadia S.A., a leading provider of both frozen and refrigerated food products in Brazil, in various roles, including Chief Executive Officer from 2004 to 2009. He earned an M.A. degree in management development in 1991 from Fundação de Ensino do Desenvolvimento and a B.Sc. degree in mechanical engineering in 1982 from the Universidade Federal de Santa Catarina. Mr. Tomazoni has served as a board member of Brazil Fast Food Corporation since 2009 and as a member of the International Advisory Council for Fundação Dom Cabral since 2009. Mr. Tomazoni brings over 30 years of diverse poultry, protein, and food industry experience to the Company. Mr. Tomazoni’s extensive experience and education in the global poultry industry provides invaluable direction to the Company’s strategies in domestic and international markets. As Chairman of the Board, Mr. Tomazoni has direct oversight of the Company’s strategy and operations. Wesley Mendonça Batista, 54, is a co-controlling shareholder of J&F Investimentos S.A. (“J&F”), one of the largest business groups in Brazil. Mr. Wesley Batista brings more than 35 years of experience in the protein industry and provides extensive operational expertise and business management experience to the Company. He currently serves as Vice President of the J&F Institute, a non-profit organization that was created 14 years ago to transform businesses into companies committed to educating their communities. Joesley Mendonça Batista, 52, is a co-controlling shareholder of J&F. Mr. Joesley Batista brings more than 35 years of experience in the protein industry, expertise in protein production operations and business management experience to the Company. He currently serves as President of the J&F Institute. Messrs. Wesley Mendonça Batista and Joesley Mendonça Batista joined the Board as new directors (the “New Directors”) on February 8, 2024 following the resignations of Joanita Karoleski and Wesley Mendonça Batista Filho. On May 3, 2017, former J&F officers, former senior executives and board members of JBS and JBS USA Food Company (“JBS USA”), as well as the New Directors, entered into collaboration agreements (acordos de colaboração premiada) (“Collaboration Agreements”) with the Brazilian Attorney General’s Office (Procuradoria-Geral da República), setting forth facts and conduct relating to payments made to Brazilian politicians from 2009 to 2015. The information and documents disclosed by J&F representatives through the Collaboration Agreements enabled the Brazilian authorities to launch several legal and administrative proceedings involving third parties, including criminal investigations and lawsuits. On June 5, 2017, J&F, on behalf of itself and its subsidiaries, entered into a leniency agreement (“Leniency Agreement”) with the Brazilian Federal Prosecution Office (Ministério Público Federal) in relation to the conduct described in the Collaboration Agreements, and J&F agreed to pay a fine of R$8.0 billion and to contribute an additional R$2.3 billion to social projects in Brazil, each adjusted for inflation, over a 25-year period. The total fine was subsequently reduced to R$3.5 billion (equivalent to approximately US$723 million, converted using the foreign exchange rate as of December 31, 2023). In December 2023, the Brazilian Supreme Court (Supremo Tribunal Federal) overseeing the case suspended J&F’s obligation to make additional installment payments under the Leniency Agreement following a petition from J&F that cited potential misconduct by enforcement authorities in connection with entering into the Leniency Agreement. Notwithstanding the suspension of the fine, the Leniency Agreement otherwise remains in effect. On October 14, 2020, J&F, JBS, and the New Directors (collectively, the “Respondents”), entered into a settlement agreement with the U.S. Securities and Exchange Commission (“SEC”) relating to the circumstances and payments that were the subject of the Collaboration Agreements and Leniency Agreement. In connection with the SEC settlement, the SEC issued a cease-and-desist order (the “SEC order”), finding violations of certain provisions of Section 13(b) of the Exchange Act, including Exchange Act Rule 13b2-2, and requiring the Respondents: to cease and desist from further violations of certain provisions of Section 13(b) of the Exchange Act and rules thereunder, including Exchange Act Rule 13b2-2; to evaluate, review, and continue to improve anti-bribery and anti-corruption compliance programs; and to report to the SEC on such improvements and on any illicit payments that it discovers for a period of three years. JBS was also ordered to pay disgorgement to the SEC in the amount of $26.9 million and each of the New Directors was ordered to pay a civil penalty of $550,000, each of which payments has been made in full. In January 2024, following a three-year reporting period, the SEC’s Division of Enforcement issued termination letters that formally concluded its investigation into each of the Respondents, including the New Directors. In these termination letters, the SEC stated that, as of the date of the letters, it did not intend to recommend any further enforcement action in this matter. Also on October 14, 2020, J&F reached an agreement with the U.S. Department of Justice (“DOJ”) pursuant to which J&F agreed to plead guilty to one count of conspiracy to violate the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”) in relation to the circumstances and payments that were the subject of the Collaboration Agreements and Leniency Agreement (the “Plea Agreement”). The Plea Agreement imposed a criminal penalty of $256.5 million, payable in two installments of approximately $128.2 million. J&F paid $128.2 million to the U.S. government, and the balance was considered to have been offset by payments made by J&F to Brazilian authorities under the Leniency Agreement. The Plea Agreement also required J&F: to implement a compliance program that satisfies DOJ standards; to review and improve its internal accounting controls, policies, and procedures regarding compliance with the FCPA; to report to the DOJ regarding remediation efforts and progress on the implementation of J&F’s compliance program for three years; to report evidence or allegations of violations of the anti-bribery provisions of the FCPA during the three-year period; and to cooperate fully with the DOJ and other agencies in any investigation concerning J&F, its affiliates, executives, employees, or agents relating to the relevant conduct or any other conduct under investigation by the DOJ during the three-year period. The New Directors and J&F have informed the Company that they have satisfied all obligations and have complied with all undertakings under the Plea Agreement.
Nominees for JBS Directors
Andre Nogueira de Souza, 55, has served as a Director since October 2014. Mr. Nogueira has served in various roles with JBS, including as the Global President of Operations — North America. From January 1, 2013 to 2021, Mr. Nogueira was the President and Chief Executive Officer of JBS USA. Mr. Nogueira began his career with JBS USA Holding Lux S.à.r.l. (formerly known as JBS USA Holdings Inc.) (“JBS USA Holdings”) in 2007, serving as Chief Financial Officer through 2011. He then served as Chief Executive Officer of JBS Australia Pty. Ltd. (“JBS Australia”), a subsidiary of JBS, in 2012. Prior to working for JBS USA Holdings, Mr. Nogueira worked for Banco do Brasil in corporate banking positions in the U.S. and Brazil. Mr. Nogueira currently serves on the Executive Committee and the board of the American Meat Institute and the Deans’ Leadership Council of the College of Agricultural Sciences—Colorado State University. Mr. Nogueira has an M.B.A. from Fundação Dom Cabral, a Master’s degree in Economics from Brasilia University, and a B.A. in Economics from Federal Fluminense University, and completed the Advanced Management Program at the University of Chicago Booth School of Business. Mr. Nogueira brings outstanding leadership to our Board through his experience gained as a Chief Executive Officer of JBS USA and JBS Australia and Chief Financial Officer of JBS USA Holdings. In addition, Mr. Nogueira brings an extensive understanding of the protein industry and financial matters to the Board. Farha Aslam, 55, has served as a Director since May 2019. Ms. Aslam is currently a board member of Calavo Growers, an avocado company, and Green Plains Inc., a biorefining company, both of which are listed on the Nasdaq stock market. Prior to her retirement in 2018, Ms. Aslam served as the Managing Director and Senior Analyst of Food and Agribusiness Research from 2004 to 2018 at Stephens Inc., an independent financial services firm that provides deep research and independent thinking to its clients. She also successfully positioned and co-managed numerous equity offerings involving leading companies in the poultry and food industries. Ms. Aslam was formerly Vice President of Food and Agribusiness Research at Merrill Lynch from 1999 to 2004. Ms. Aslam was also a Risk Management Associate at UBS from 1996 to 1998 where she marketed fixed income products to hedge fund and mutual fund clients, and Financial Services Representative at SunAmerica Financial from 1992 to 1994. Ms. Aslam completed her M.B.A. with a focus on Finance from Columbia Business School in 1996 and obtained her B.A. in Economics from University of California, Irvine in 1991. Ms. Aslam’s expertise in food and agribusiness research brings value to our Board. In addition, her multi-faceted financial skills provide key insight to the Company’s financial and business operations. Raul Padilla, 68, has served as a Director since April 2022. Mr. Padilla previously served as President, Global Operations of Bunge Limited from 2018 until his retirement in 2021. Prior to that role, Mr. Padilla served as President, South America and President, Sugar and Bioenergy from 2018 to 2021. Prior to those positions, he served as Chief Executive Officer of Bunge Brazil and Managing Director, Sugar and Bioenergy from 2014 to 2018. He served as Managing Director, Bunge Global Agribusiness and Chief Executive Officer, Bunge Product Lines from 2010 to 2014. He was Chief Executive Officer of Bunge Argentina from 1999 to 2010, having joined the company in 1997 as Commercial Director. Mr. Padilla has over 40 years of experience in the oilseed processing and grain handling industries in Argentina, beginning his career with La Plata Cereal in 1977. He has served as President of the Argentine National Oilseed Crushers Association, Vice President of the International Association of Seed Crushers and Director of the Buenos Aires Cereal Exchange and the Rosario Futures Exchange. Mr. Padilla is a graduate of the University of Buenos Aires. Mr. Padilla brings to the Board over 40 years of experience in agribusiness and food business with global responsibilities. The Board of Directors recommends that you vote “FOR” the election of all of the individuals who have been nominated to serve as JBS Directors. Proxies will be so voted unless stockholders specify otherwise or withhold authority to vote.
PROPOSAL 2. ELECTION OF EQUITY DIRECTORS
PROPOSAL 2. ELECTION OF EQUITY DIRECTORS Pursuant to our Certificate of Incorporation and our bylaws, our Board of Directors includes three members designated by the Equity Nominating Committee, which we refer to as our Equity Directors. For more information, see “Corporate Governance—Committee of the Board of Directors—Nominating Committees.” The JBS Stockholders Agreement requires JBS and its affiliates to vote all of the Pilgrim’s Pride common stock that they hold in the same manner as the shares held by the Minority Investors with respect to the election or removal of Equity Directors. Consequently, the vote of the Minority Investors will determine the outcome of this Proposal 2. At the Annual Meeting, nine Director nominees, including the three Equity Directors on our Board listed below, are to be elected, each to hold office for one year or until his or her successor is duly elected and qualified. Unless otherwise specified on the proxy card or voting instruction form, the shares represented by the proxy will be voted for the election of the three nominees named below. If any of the nominees for Equity Director becomes unavailable for election, it is intended that such shares will be voted for the election of a substitute nominee selected by the Equity Nominating Committee. Our Board of Directors has no reason to believe that any substitute nominee or nominees will be required, and all of the nominees have indicated that they will be willing and able to serve as directors.
Nominees for Equity Directors
Nominees for Equity Directors The following is information about our Equity Director nominees, including their ages as of April 1, 2024. Wallim Cruz de Vasconcellos Junior, 66, has served as a Director since December 2009. He has served as a Partner of Iposeira Partners Ltd, a provider of advisory services for mergers and acquisitions and restructuring transactions, since 2003. Mr. Vasconcellos served as a Consultant to IFC/World Bank from 2003 to 2008. He is currently a board member of Oi S.A., a Brazilian telecommunications company listed on the New York Stock Exchange and was previously a board member of Santos Brasil S.A. from 2006 to 2016. A business strategist, Mr. Vasconcellos brings to the Board real-time experience in the areas of mergers and acquisitions, capital markets, finance, and restructurings, and offers unique insights into global market strategies. In addition, Mr. Vasconcellos’s experience working on behalf of public financial institutions enables him to provide perspective and oversight with regard to the Company’s financial strategies. Arquimedes A. Celis, 70, has served as a Director since May 2019. Mr. Celis currently serves as Chief Executive Officer and board member of Grupo Lala, a Mexican dairy company listed on the Mexican Stock Exchange. He also served as a board member of Borden Dairy, a private company, from 2017 to 2020, and Aeromexico, which is listed on the Mexican Stock Exchange, from 2014 to 2016. Mr. Celis worked at Grupo Lala as Chief Executive Officer from 2001 to 2015. He previously spent 5 years as Chief Executive Officer of Industrias Bachoco, from 1996 to 2001. Prior to that, he worked for 21 years at Grupo Bimbo, where he held various executive positions, including Chief Executive Officer of Barcel. Mr. Celis earned a bachelor’s degree in Industrial Engineering from Veracruz Tech. He is a graduate of the Advanced Management program at IPADE, Universidad Panamericana, School of Business. Mr. Celis brings to the Board valuable and extensive experience in the consumer packaged goods industry, with a focus on branded food products. Furthermore, his experience and industry knowledge enable him to provide important contributions to the Company’s strategy and operations. Ajay Menon, 62, has served as a Director since March 2021. Mr. Menon is currently the President and CEO of Colorado State University Research Foundation (“CSURF”), and has been in this role since October 2019, where he is responsible for the protection, management and commercialization of intellectual property resulting from research at Colorado State University (“CSU”) and oversees the services that CSURF provides to both CSU and its affiliated institutions. He was formerly a board member of Liberty Media Acquisition Company, a newly incorporated company formed for the purpose of effecting business combinations with one or more businesses. Mr. Menon served as Dean at CSU Colleges of Agricultural Sciences from July 2015 to September 2019 and Business from July 2002 to June 2015. In both these roles, he served as the chief administrative and academic officer shaping each College’s strategic direction, academic programs, budgets, and external relationships. He served as Colorado’s first Chief Innovation Officer under then-Governor John Hickenlooper from November 2011 to August 2013, where he helped establish and lead the Colorado Innovation Network to develop an ecosystem that cultivates entrepreneurial and innovative activities. Mr. Menon holds a Ph.D. in Marketing and joined CSU in 1991 as a member of the Marketing Department faculty. Mr. Menon brings senior leadership and expertise in business strategy and innovation. His global network and unique perspective to business leaders brings value to our Board and the Company’s global operations. The Board of Directors recommends that you vote “FOR” the election of all of the individuals who have been nominated to serve as Equity Directors. Proxies will be so voted unless stockholders specify otherwise or withhold authority to vote.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
Board of Directors Our Board of Directors has the responsibility for establishing broad corporate policies and for monitoring our overall performance, but it is not involved in our day-to-day operating decisions. Members of the Board are informed of our business through discussions with the Chief Executive Officer (“CEO”) and other officers, and through their review of analyses and reports sent to them regularly, as well as through participation in Board and committee meetings.
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION Our director compensation program provides that each non-employee Director will receive an annual cash retainer of $140,000, paid quarterly in arrears. Each non-employee Director will receive restricted stock units (“RSUs”) with a value of $60,000 annually, calculated using a stock price to be determined as of the date of the Company’s annual meeting of stockholders and vesting in full upon termination of service with the Board of Directors. The Chairs of the Audit Committee, Compensation Committee, and Sustainability Committee receive a $15,000 annual cash retainer and other members of those committees receive a $10,000 annual cash retainer per year. In addition, we provide reimbursement to our Directors for their reasonable expenses related to their service as members of the Board of Directors and any committees thereof. The following table sets forth certain information with respect to our Director compensation for the fiscal year ended December 31, 2023. 2023 Board members Gilberto Tomazoni, Andre Nogueira de Souza, Vincent Trius, and Wesley Mendonça Batista Filho did not receive any compensation for their service as Directors because they opted out of our compensation program.
2023 DIRECTOR COMPENSATION
| Director | Fees Earned or Paid in Cash(a) | Stock Awards(b) | All Other Compensation | Total | | Farha Aslam(c) | $164,167 | $60,000 | $— | $224,167 | | Arquimedes A. Celis | 160,000 | 60,000 | — | 220,000 | | Joanita Karoleski(d) | 155,000 | 60,000 | — | 215,000 | | Ajay Menon | 150,000 | 60,000 | — | 210,000 | | Raul Padilla | 140,000 | 60,000 | — | 200,000 | | Wallim Cruz de Vasconcellos Junior | 160,000 | 60,000 | — | 220,000 |
2023 DIRECTOR COMPENSATION
(a)This includes compensation earned for service in the fourth quarter of 2023 that was paid out in the first quarter of 2024. (b)Non-employee Directors were each granted 2,790 RSUs based on the April 26, 2023 grant date share price of $21.51. The dollar amounts represent the aggregate grant date fair value of stock awards granted during fiscal year 2023. The grant date fair value of an award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) using the assumptions discussed in Note 16 to our financial statements for the fiscal year ended December 31, 2023 included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024 (the “Form 10-K”). The following table provides a summary of the aggregate number of unvested RSUs outstanding for each of our directors with RSUs in the table above as of December 31, 2023:
2023 DIRECTOR COMPENSATION
| Director | Unvested RSUs Outstanding | | Farha Aslam | 12,426 | | Arquimedes A. Celis | 12,426 | | Joanita Karoleski | 7,466 | | Ajay Menon | 7,466 | | Raul Padilla | 5,035 | | Wallim Cruz de Vasconcellos Junior | 15,212 |
2023 DIRECTOR COMPENSATION
(c)Includes a prorated fee of $14,167 for Ms. Aslam being appointed as the Chairman of the Sustainability Committee in March 2023. (d)Ms. Karoleski resigned from the Board effective February 8, 2024.
Our Executive Compensation
Our Executive Compensation The Company’s compensation principles are intended to implement our core objectives of aligning the long-term interests of our executives with those of our stockholders, attracting and retaining key leaders, and rewarding sustained financial and operating performance and leadership excellence. In pursuing these objectives, the Compensation Committee uses certain guiding principles in designing the specific elements of the executive compensation program. These guiding principles and policies are that: •incentive compensation should represent a significant portion of total compensation; •compensation should be performance-based; •incentive compensation should balance short-term and long-term performance; •compensation levels should be market competitive; and •superior performance should be rewarded. In order to further these guiding principles, the key components of our compensation in 2023 included (1) cash compensation, in the form of base salaries and cash incentive compensation; (2) long-term equity compensation, in the form of RSUs that are earned, if at all, based on the achievement of financial performance metrics designed to reinforce our business objectives and restricted stock and RSUs that vest over time; and (3) other non-cash compensation, such as retirement, health and welfare benefits, and certain other limited perquisites and benefits. The Compensation Committee believes a significant portion of the compensation to our NEOs should be performance-based. The Compensation Committee also believes that each NEO’s compensation should be balanced with long-term incentives. Accordingly, a significant portion of the compensation to our NEOs was awarded in performance RSUs, which were earned when specific performance targets were met and vest ratably over a three-year period. The Compensation Committee believes these equity awards more closely align our NEOs’ incentives with the long-term interests of our stockholders, including growing our business and improving the Company’s profitability relative to its peers. Additionally, the Company maintains the following policies and practices that support the Company’s “pay-for-performance” principles: •the prohibition of Company personnel, including the NEOs, from engaging in any short-term trading, speculative securities transactions, engaging in short sales, and buying or selling put options, call options or other derivative securities; •holding an annual say-on-pay advisory vote; •aligning our executive pay with performance, including by awarding performance-based equity awards; •maintaining clawback provisions in our Incentive Programs; and •our policy of not having any change-in-control payments or excise tax gross-ups. Following the end of each fiscal year, the Compensation Committee conducts a review of all components of the Company’s compensation program. In conducting its review, the Compensation Committee reviews information related to each NEO’s individual performance, total compensation, each of the components of compensation, and the Company’s performance. Our compensation principles and objectives did not significantly change in 2023.
Executive Compensation Principles, Policies and Objectives
Executive Compensation Principles, Policies and Objectives The Compensation Committee is responsible for establishing the principles that underlie our executive compensation program and guiding the design and administration of specific plans, agreements and arrangements for our executives. Our compensation principles are intended to implement our core objectives of attracting key leaders, motivating our executives to remain with the Company for long and productive careers, rewarding sustained financial and operating performance and leadership excellence and aligning the long-term interests of our executives with those of our stockholders. Our executive compensation principles and policies, which are established and refined from time to time by the Compensation Committee, are described below: Incentive compensation should represent a significant portion of total compensation. A significant portion of our executive officers’ total compensation should be tied not only to how well they perform individually, but also, where applicable, should be “at risk” based on how well the Company performs relative to applicable financial objectives. Compensation should be performance-based. Compensation should be subject to performance-based awards as an executive officer’s range of responsibility and ability to influence the Company’s results increase. Incentive compensation should balance short-term and long-term performance. Executive compensation should be linked to building long-term stockholder value while remaining consistent with our business objectives and values. Our executive compensation program addresses this objective by including long-term incentives in the form of equity-based awards, such as restricted stock and RSUs. Compensation levels should be market competitive. Compensation should be competitive in relation to the marketplace and the Compensation Committee therefore considers market compensation data compiled and prepared by management. Superior performance should be rewarded. Outstanding achievement should be recognized. The Board and the Compensation Committee consider the Company’s strategies, including a number of environmental, social and governance initiatives, when identifying the appropriate incentive measures and when assigning individual goals and objectives to the NEO and evaluate the individual’s performance against those goals and objectives in setting compensation. In addition, we believe that our compensation programs for executive officers should be appropriately tailored to encourage employees to grow our business, but not encourage them to do so in a way that poses unnecessary or excessive material risk to us. For 2023, the Compensation Committee believes that our CEO and CFO compensation is consistent with our performance and economic and competitive industry conditions, and equity incentives are aligned with our actions to grow our business and improve the Company’s profitability relative to similarly-situated companies.
Components of Compensation
| PBT Margin | CEO Bonus as a % of Base Salary | CFO Bonus as a % of Base Salary | | 2% (Threshold) | 25% | 25% | | 2.5% | 50% | 50% | | 3% | 75% | 75% | | 3.5% (Target) | 100% | 100% | | 4% | 125% | 125% | | 5% | 150% | 150% | | 6% | 175% | 175% | | 7% | 200% | 200% |
Components of Compensation
2023 STIP Awards. For purposes of the NEOs’ bonuses pursuant to the STIP, the PBT Margin for 2023 was determined by the Compensation Committee in accordance with the Company’s audited financial statements. Following the end of 2023, the Compensation Committee determined the Company’s STIP achievement was 50% based on a PBT Margin of 2.5%. For these purposes, the Compensation Committee determined to exclude certain non-recurring expenses such as the settlement agreements relating to broiler chicken antitrust litigation and losses on early extinguishment of debt for fiscal year 2023. For more information about how PBT Margin is calculated from our audited financial statements, see Annex A at the end of this proxy statement. Consequently, after a review of the PBT Margin and individual goals for 2023, the Compensation Committee awarded Mr. Sandri a cash bonus of $1,000,000 and Mr. Galvanoni a cash bonus of $300,000 under the 2023 STIP, which both include discretionary amounts. Long-Term Incentive Compensation The Company maintains the 2019 Long-Term Incentive Plan, which is administered by the Compensation Committee. The 2019 Long-Term Incentive Plan was approved by our stockholders at the 2019 Annual Stockholders Meeting. The programs described below describe the terms of our equity awards made pursuant to the Plan. 2023 Long-Term Incentive Program For fiscal year 2023 compensation, the Compensation Committee adopted the 2023 Long-Term Incentive Program (the “2023 Program”) under the Plan. Grants of target amounts of performance-based RSUs were made to Messrs. Sandri and Galvanoni in March 2023 under the 2023 Program. The purpose of the 2023 Program is to demonstrate improvement against our competitors in the industry. Under the 2023 Program, participants received target awards equal to a specified percentage of their base salary, with such awards being converted to RSUs depending on the Company’s achievement of the performance goals under the 2023 Program. Following the one-year performance period ended December 31, 2023, the RSUs that were earned vest ratably over a three-year service period and settle on December 31, 2024, December 31, 2025 and December 31, 2026. When each RSU vests, it converts to one share of the Company’s common stock. Messrs. Sandri and Galvanoni participated in the 2023 Program. Performance Metrics for 2023 Program. The Compensation Committee selected performance goals for the 2023 Program to measure the Company’s profitability as compared to the profitability of specified competitors in the Company’s three geographic business segments—the U.S., Mexico and the U.K. and Europe. •U.S. Business Segment Performance Metric: The profitability metric selected by the Compensation Committee for the U.S. business segment is earnings before interest and taxes (“EBIT”) per processed pound, which is calculated as EBIT divided by the pounds of chicken products produced over the same period. The Compensation Committee selected a performance goal that compared EBIT per processed pound generated by our U.S. geographic business segment in 2023 to the average EBIT per processed pound generated in 2023 by the 21 U.S. poultry companies reported by Agri Stats, Inc. (the “Agri Stats Survey”). •Mexico Business Segment Performance Metric: The profitability metric selected by the Compensation Committee for the Mexico geographic business segment is EBIT margin, which is calculated as EBIT divided by net sales. The Compensation Committee selected a performance goal that compared EBIT margin generated by our Mexico geographic business segment in 2023 to the EBIT margin generated by Industrias Bachoco S.A.B. de C.V., a regional competitor, in 2023. •U.K. and Europe Business Segment Performance Metric: The profitability metric selected by the Compensation Committee for the U.K. and Europe geographic business segment is EBIT margin, which is calculated as EBIT divided by net sales. The Compensation Committee selected a performance goal that compared EBIT margin generated by our U.K. and Europe geographic business segment to the average EBIT margin generated by Cranswick plc, 2 Sisters Food Group Limited, and Bakkavor Group plc, three regional competitors, in 2023. In evaluating the selection of the specified key competitors identified above, the Compensation Committee considered the financial comparative appropriateness of the Company’s competitors in Mexico and the U.K. and Europe. The Compensation Committee chose the EBIT per processed pound metric under the Agri Stats Survey and the EBIT margin metric for Mexico and the U.K. and Europe because they provide a direct link between a NEO’s compensation and company performance, assessed in light of relevant peer companies and any positive and negative adjustments for unexpected market conditions. 2023 Program Grants. In March 2023, Messrs. Sandri and Galvanoni were granted performance-based awards under the 2023 Program that would be settled in RSUs if the awards were earned. The target award for Mr. Sandri was 37,657 RSUs and for Mr. Galvanoni was 20,921 RSUs. Each NEO was entitled to receive a weighted percentage of his target award based on the Company’s achievement in each geographic business segment as follows:
Components of Compensation
| | Payout Achievement Percentages(c) | | | | | | | Geographic Segment | 50% | 75% | 100% | 125% | 150% | 200% | | U.S.(a) | 1.00 | 1.25 | 1.50 | 2.00 | 2.50 | 3.00 | | Mexico(b) | 3.00% | 3.50% | 4.00% | 4.50% | 5.00% | 6.00% | | U.K. and Europe(b) | 0.25% | 0.50% | 0.75% | 1.00% | 1.25% | 1.50% |
Components of Compensation
(a)EBIT per processed pound above the average competition performance target (in cents). The payout achievement percentage described below is determined by comparing the EBIT per processed pound achieved by the Company’s U.S. operations in fiscal year 2023 to the EBIT per processed pound performance targets set forth in the table above. (b)Target percentage point differential in EBIT margin performance relative to competitors. The payout achievement percentage described below is determined by comparing the EBIT margin in fiscal year 2023 of the Company’s operations in Mexico or the U.K. and Europe, respectively, to the selected competitors’ EBIT margin and calculating the percentage point differential between the two EBIT margins. If the positive percentage point differential is achieved by the Company’s operations, then the payout percentage with respect to such achievement is determined by comparing such percentage point differential achieved for fiscal year 2023 to the percentage point differential targets set forth with respect to each geographic segment in the table above. (c)Payout percentage is a percentage of the target award corresponding to the achieved target set forth in the table. Messrs. Sandri and Galvanoni were entitled to receive a number of RSUs under the 2023 Program calculated as the approved target award multiplied by the weighted average payout amount determined by the level of payout achievement for each geographic segment, based on actual performance, rounded down to the nearest achievement metric with no proration between achievement levels. For Messrs. Sandri and Galvanoni, the payout achievement for the 2023 Program was calculated as follows:
Components of Compensation
| Geographic Segment | Actual Performance | 2023 Payout Achievement Percentage(a) | Geographic Segment Weighted % | Weighted Average Payout(b) | | U.S. | 4.75 cents per processed pound | 200% | 65% | 130% | | Mexico | Did not meet payout threshold | 0% | 10% | 0% | | U.K. and Europe | Did not meet payout threshold | 0% | 25% | 0% | | Total Payout Achievement(c) | | | | 130% |
Components of Compensation
(a)Payout achievement percentage was the payout percentage achieved for each geographic segment in 2023, based on actual performance rounded down to the nearest achievement metric with no proration between achievement levels. (b)The weighted average payout is determined by the payout achievement multiplied by the geographic segment weighted percentage. (c)Total payout achievement is the sum of the weighted average payouts for all three geographic segments. On February 20, 2024, the Compensation Committee determined that the performance conditions pertaining to the 2023 Program target awards were achieved at 130% of the approved 2023 Program targets. This resulted in 48,954 RSUs awarded to Mr. Sandri and 27,197 RSUs awarded to Mr. Galvanoni that will vest ratably over a three-year service period. 2024 Long-Term Incentive Program For fiscal year 2024 compensation, the Compensation Committee adopted the 2024 Long-Term Incentive Program (the “2024 Program”) under the Plan. Grants under the 2024 Program were made to Messrs. Sandri and Galvanoni in January 2024. Following a one-year performance period ending December 31, 2024, RSUs that are earned based on 2024 performance will vest ratably over a three-year service period and settle on each of December 31, 2025, December 31, 2026 and December 31, 2027. Retirement, Health and Welfare Benefit Plans 401(k) Salary Deferral Plan. Our NEOs receive no special employee benefits. During 2023, our NEOs were eligible to participate on the same basis as other employees in the Company’s 401(k) salary deferral plan (the “401(k) Plan”). Contributions to the 401(k) Plan are made up of a 30% matching contribution on the first 6% of pay to the extent such contributions are not in excess of the Internal Revenue Code limits on contributions to 401(k) plans. Due to their status as highly compensated employees, our NEOs are only able to contribute up to 2% of their base salaries. Under the 401(k) Plan, the Company may make additional matching contributions or other profit sharing contributions at its discretion. There were no discretionary contributions in 2023. We do not have any other pension plan for our NEOs. In 2023, Messrs. Sandri and Galvanoni both participated in the 401(k) Plan. Nonqualified Deferred Compensation. The Company sponsors the Pilgrim’s Pride Corporation 2015 Deferred Compensation Plan (the “Deferred Compensation Plan”) to help provide for the long-term financial security of our U.S. employees who meet the Internal Revenue Service definition of a “highly compensated employee,” which includes our NEOs and certain other key personnel. Under the Deferred Compensation Plan, participants may elect to defer up to 80% of their base salary and/or up to 80% of their annual cash bonus payment as part of their personal retirement or financial planning. Highly compensated employees who elect to defer compensation in the Deferred Compensation Plan must do so annually prior to the beginning of each calendar year and may direct the investment of the amount deferred and retained by us. The Deferred Compensation Plan is administered by the administrative committee appointed by our Board, and deferred compensation may be invested in authorized funds which are similar to the investment options available under our 401(k) Plan. Under the Deferred Compensation Plan, the Company may make additional matching contributions at its discretion and currently makes a matching contribution of up to 40% on the first 3% of pay. In 2023, Messrs. Sandri and Galvanoni both participated in the Deferred Compensation Plan. Health and Welfare Benefit Plans. The Company also provides a variety of health and welfare benefit plans to all eligible employees to offer employees and their families protection against catastrophic loss and to encourage healthy lifestyles. The health and welfare programs include medical, wellness, pharmacy, dental, vision, life insurance and accidental death and disability. Our NEOs generally are eligible for the same benefit programs on the same basis as our other domestic employees. Perquisites and Other Personal Benefits The Company provides certain limited perquisites and other personal benefits that we believe to be reasonable and consistent with our overall compensation program to better enable us to attract and retain competent executives for key positions. The Compensation Committee considers all and periodically reviews the levels of perquisites and other personal benefits in establishing the total compensation of our executive officers. During 2023, our NEOs were eligible to receive company-paid or company-subsidized life insurance and disability coverage on the same basis as our other U.S. employees. The Compensation Committee considered these perquisites and other personal benefits as essential and consistent with market practice in order to induce our NEOs to remain with the Company.
Severance Plan
Severance Plan The Company maintains the Pilgrim’s Pride Corporation Severance Plan (the “Severance Plan”) which provides severance payments to eligible employees if employment was terminated “without cause.” The Severance Plan does not cover termination due to death, disability or retirement, termination for cause or termination at the end of the leave of absence that exceeded the maximum permitted by the Company. Under the Severance Plan, in exchange for signing an enforceable waiver and release agreement, upon termination without cause, an NEO is entitled to receive as severance pay an amount equal to: 16 weeks of base pay plus two weeks of base pay per year of service in excess of two years up to a maximum of 52 weeks of base pay. In addition, if the Company provided less than two-weeks’ notice of termination without cause, an executive officer would have been entitled to up to two additional weeks of base pay in lieu of notice. Additional benefits available to eligible employees under the Severance Plan include career transition services as determined by the Company, including without limitation, written materials, company-sponsored training and job fairs. The terms of each NEO’s compensation do not provide for any change-in-control or retirement arrangements other than the vesting of RSUs granted to them under the Plan under certain circumstances in the case of a “change-in-control.” See the “2023 Potential Payments Upon Termination or Change-in-Control” table for additional information regarding the severance payable to our NEOs.
Summary Compensation Table
Summary Compensation Table The table below summarizes compensation paid to or earned by our NEOs for the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(a) ($) | Non-Equity Incentive Plan Compensation(b) ($) | All Other Compensation(c) ($) | Total ($) | | Fabio Sandri | 2023 | $942,308 | $— | $613,554 | $1,000,000 | $22,103 | $2,577,965 | | President and CEO | 2022 | 900,000 | — | 731,408 | 1,350,000 | 30,015 | 3,011,423 | | | 2021 | 900,000 | — | 6,062,913 | 1,600,000 | 18,778 | 8,581,691 | | Matthew Galvanoni | 2023 | 508,461 | — | 340,853 | 300,000 | 18,447 | 1,167,761 | | CFO | 2022 | 500,000 | — | 406,338 | 665,025 | 39,332 | 1,610,695 | | | 2021 | 384,615 | — | 921,087 | 500,000 | 99,594 | 1,905,296 |
Summary Compensation Table
(a)The dollar amounts represent the aggregate grant date fair value of stock awards granted during each of the years presented. The grant date fair value of an award is measured in accordance with FASB ASC Topic 718. For the awards subject to performance conditions, the grant date fair value is based upon the probable outcome of such conditions using an average of the most recent five years performance achievement. The 2022 Program awards were forfeited as of the end of 2022. For 2023, the dollar amount includes the grant date fair value of the 2023 Program for Messrs. Sandri and Galvanoni assuming a 67.3% achievement of performance targets is probable. Subsequent to the end of the 2023 fiscal year, the performance achievement was certified at a 130% achievement level for the 2023 Program. (b)Reflects annual incentive cash compensation earned for each fiscal year of service pursuant to the STIP. See “Compensation Discussion and Analysis - Components of Compensation - Annual Cash Incentive Compensation” for a discussion of the 2023 STIP. (c)The “All Other Compensation” column includes the following items of compensation:
Summary Compensation Table
| Name | Year | Group-term life insurance ($) | Long-term disability premium ($) | Company 401(k) Match ($) | Deferred Compensation Plan Contributions ($) | Relocation ($) | COBRA Reimbursement ($) | Allowances ($) | Total ($) | | Fabio Sandri | 2023 | $1,242 | $543 | $1,980 | $18,338 | $— | $— | $— | $22,103 | | | 2022 | 1,242 | 543 | 1,830 | 26,400 | — | — | — | 30,015 | | | 2021 | 1,242 | 543 | 1,740 | 15,253 | — | — | — | 18,778 | | Matthew Galvanoni | 2023 | 1,242 | 543 | 1,980 | 14,082 | — | — | 600 | 18,447 | | | 2022 | 1,242 | 543 | 1,054 | 6,000 | 30,293 | — | 200 | 39,332 | | | 2021 | 498 | 334 | — | — | 93,093 | 5,669 | — | 99,594 |
Grants of Plan-Based Awards for Fiscal Year 2023
Grants of Plan-Based Awards for Fiscal Year 2023
Grants of Plan-Based Awards for Fiscal Year 2023
| | Grant | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Type | Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Fabio Sandri | 2023 STIP | | $235,577 | $942,308 | $1,884,616 | | | | | | | | 2023 Program | 03/03/2023 | | | | 18,828 | 35,657 | 75,314 | | $1,227,108 | | Matthew Galvanoni | 2023 STIP | | $127,115 | $508,461 | $1,016,922 | | | | | | | | 2023 Program | 03/03/2023 | | | | 10,460 | 20,921 | 41,841 | | $681,705 |
Grants of Plan-Based Awards for Fiscal Year 2023
(a)The amounts reported in these columns reflect the threshold, target and maximum amounts available under the 2023 STIP, as determined by the Compensation Committee. For more information, see “Compensation Discussion and Analysis - Annual Cash Incentive Compensation.” Actual payments were made in fiscal 2023 and the amounts were reported in the Summary Compensation Table above. (b)Reflects the grants under the 2023 Program. As of the date of grant, we expect the probable achievement of the performance goals was 67.3% of target for each program which is reflected in the grant date fair value in table above. For more information, see “Compensation Discussion and Analysis - Long-Term Incentive Compensation.”
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(a) (#) | Market Value of Shares or Units of Stock That Have Not Vested(b) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(a) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(b) ($) | | Fabio Sandri | 39,746 | $1,099,374 | 393,828 | $10,893,295 | | Matthew Galvanoni | 9,118 | 252,204 | 10,460 | 289,331 |
Outstanding Equity Awards at December 31, 2023
(a)Consists of the following outstanding shares of our restricted stock:
Outstanding Equity Awards at December 31, 2023
| Name | Award | Grant Date | Shares Outstanding | Vesting | | Fabio Sandri | Time-vesting | 12/08/2020 | 23,334 | Vests on 07/01/2024 | | | 2021 Program | 02/10/2021 | 16,412 | Vests on 12/31/2024 | | | | | 39,746 | | | | 2021 FCF Program | 01/07/2021 | 375,000 | Performance period 1/1/ 2021 through 12/31/2023, then vests ratably over three years in equal installments on 7/1/2024, 7/1/2025, and 7/1/2026 | | | 2023 Program(1) | 03/03/2023 | 18,828 | Performance period 1/1/2023 through 12/31/2023, then vests ratably over three years in equal installments on 12/31/2024, 12/31/2025, and 12/31/2026 | | | | | 393,828 | | | Matthew Galvanoni | 2021 Program | 03/15/2021 | 9,118 | Vests on 12/31/2024 | | | 2023 Program(1) | 03/03/2023 | 10,460 | Performance period 1/1/2023 through 12/31/2023, then vests ratably over three years in equal installments on 12/31/2024, 12/31/2025, and 12/31/2026 |
Outstanding Equity Awards at December 31, 2023
(1)In accordance with SEC rules, this reflects the threshold payout of shares of the 2023 Program for Messrs. Sandri and Galvanoni as that is the next higher achievement level from the prior year achievement. (b)Values determined based on December 31, 2023 closing market price of our common stock of $27.66 per share.
Stock Vested in Fiscal Year 2023
Stock Vested in Fiscal Year 2023 The following table provides information regarding shares that vested during fiscal year 2023 of our NEOs:
Stock Vested in Fiscal Year 2023
| | Stock Awards(a) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(b) ($) | | Fabio Sandri | 97,265 | $2,540,550 | | Matthew Galvanoni | 18,232 | 513,322 |
Stock Vested in Fiscal Year 2023
(a)Reflects the vesting of equity awards during fiscal year 2023, as further described below:
Stock Vested in Fiscal Year 2023
| Name | Award | Shares | Date of Vesting | | Fabio Sandri | 2019 Program | 10,464 | 12/31/2022 | | | 2020 Program | 15,323 | 12/31/2022 | | | 2021 Program | 16,411 | 12/31/2022 | | | Time-vesting | 23,333 | 07/01/2023 | | | 2020 Program | 15,323 | 12/31/2023 | | | 2021 Program | 16,411 | 12/31/2023 | | | | 97,265 | |
Stock Vested in Fiscal Year 2023
| Name | Award | Shares | Date of Vesting | | Matthew Galvanoni | 2021 Program | 9,116 | 12/31/2022 | | | 2021 Program | 9,116 | 12/31/2023 | | | | 18,232 | |
Stock Vested in Fiscal Year 2023
(b)Reflects the aggregate market value of shares of our common stock vested on the applicable dates of vesting (including, for awards settled in cash, the aggregate cash value received from the Company).
Nonqualified Deferred Compensation for Fiscal Year 2023
Nonqualified Deferred Compensation for Fiscal Year 2023 The following table sets forth information regarding the deferral of components of our NEOs’ compensation on a basis that is not tax-qualified for the fiscal year 2023:
Nonqualified Deferred Compensation for Fiscal Year 2023
| Name | Executive Contributions in Last Fiscal Year(a) ($) | Registrant Contributions in Last Fiscal Year(b) ($) | Aggregate Earnings (Loss) in Last Fiscal Year(c) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Fabio Sandri | 45,846 | 18,338 | (40,813) | — | 342,409 | | Matthew Galvanoni | 45,374 | 14,082 | (10,932) | — | 95,220 |
Nonqualified Deferred Compensation for Fiscal Year 2023
(a)Amounts in this column for the Deferred Compensation Plan represent salary and bonus deferrals pursuant to the Deferred Compensation Plan and are included in the “Salary” amounts in the Summary Compensation Table above. (b)Amounts in this column for the Deferred Compensation Plan represent company-matching awards pursuant to the Deferred Compensation Plan and are included in the “All Other Compensation” amounts in the Summary Compensation Table above. For 2023 and 2022, Mr. Sandri received $18,338 and $26,400 in matching contributions, respectively, and Mr. Galvanoni received $14,082 and $6,000 in matching contributions, respectively. As a result, these sums were included as compensation in the Summary Compensation Table in previous years for the year earned, as applicable. (c)There were no above-market or preferential earnings with respect to any deferred compensation balances.
2023 Potential Payments Upon Termination or Change-in-Control
2023 Potential Payments Upon Termination or Change-in-Control The information below describes certain compensation that would be paid to our NEOs in the event of a termination of their respective employment with the Company or under certain circumstances in the event of a change-in-control of the Company as of the last business day of fiscal year 2023. Our NEOs would not receive any payments or benefits upon termination for cause. The Company also has no arrangements under which the NEOs would receive any payments or benefits upon a change-in-control of the Company other than immediate vesting under certain circumstances of RSUs granted to the NEOs under the Plan.
2023 Potential Payments Upon Termination or Change-in-Control
| Named Executive Officer / Element of Compensation | Termination due to Death or Disability ($) | Termination Other than for Cause, Death or Disability ($) | Change-in-Control ($) | | Fabio Sandri | | | | | Severance payment(a) | $— | $711,538 | $— | | Self-insured payments(b) | 1,600,000 | — | — | | Immediate vesting of RSUs(c) | 6,915,000 | — | 8,715,362 | | Total for Mr. Sandri | $8,515,000 | $711,538 | $8,715,362 | | Matthew Galvanoni | | | | | Severance payment(a) | $— | $180,000 | $— | | Self-insured payments(b) | 1,600,000 | — | — | | Immediate vesting of RSUs(c) | — | — | 641,629 | | Total for Mr. Galvanoni | $1,600,000 | $180,000 | $641,629 |
2023 Potential Payments Upon Termination or Change-in-Control
(a)Calculated pursuant to the Severance Plan, as described in the Compensation Discussion and Analysis. (b)For termination due to death not related to a business travel accident, the estate of Messrs. Sandri or Galvanoni would receive $1,000,000 from third-party insurers. For termination due to death related to a business travel accident, the estate of Messrs. Sandri or Galvanoni would receive $1,600,000 from third-party insurers. For termination due to long-term disability, Messrs. Sandri or Galvanoni may receive approximately $15,000 per month in long-term disability payments from third-party insurers. (c)Under the 2023 Program, if the NEO’s employment with the Company ends for any reason, including death, the outstanding awards are immediately forfeited. For Mr. Sandri, this amount reflects the target amount of 2021 FCF Program awards that would vest upon termination due to death or disability. The amount that would immediately vest would be prorated at the time of termination. If a change-in-control occurs and the equity awards are not converted, assumed or replaced by a successor entity, then immediately prior to the change-in-control the awards will become fully exercisable and all forfeiture restrictions on the awards will lapse. These amounts represent the value of each NEO’s unvested RSUs at the target level that would vest in the event of a change-in-control using the closing price of the Company’s common stock on the last trading day of the fiscal year ended December 31, 2023 of $27.66.
CEO Pay Ratio for Fiscal Year End 2023
CEO Pay Ratio for Fiscal Year End 2023
Pay Ratio
Pay Ratio Our CEO to median employee pay ratio has been calculated in accordance with SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and in a manner consistent with Item 402(u) of Regulation S-K. Mr. Sandri’s annual total compensation in 2023 was $2,577,965. The median employee’s annual total compensation in 2023 was $33,072 calculated using the same methodology as used in the calculation of compensation for the Summary Compensation Table. As a result, the ratio of Mr. Sandri’s 2023 annual total compensation to the median employee’s 2023 annual total compensation was 77:1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table As discussed in our CD&A above, our Compensation Committee aligns our executive pay with performance. The following table sets forth information regarding the compensation information for our NEOs and specific performance measures, including our company selected measure (“CSM”) for the 4 most recent fiscal years:
Pay Versus Performance Table
| | | | | | | | Cumulative Total Shareholder Return (“TSR”) on $100 Initial Investment | | (in thousands) | | | | Summary Compensation Table - PEO #1(1) ($) | Compensation Actually Paid - PEO #1(2) ($) | Summary Compensation Table - PEO #2(1) ($) | Compensation Actually Paid - PEO #2(2) ($) | Summary Compensation Table - Non-PEO NEO(1) ($) | Compensation Actually Paid - Non-PEO NEO(2) ($) | PPC TSR | Peer Group TSR | Net Income ($) | CSM: Profit Before Taxes Margin (%) | | 2023 | 2,577,965 | 4,660,929 | — | — | 1,167,761 | 1,339,968 | $83.89 | $70.57 | 322,317 | 2.5% | | 2022 | 3,011,423 | 95,033 | — | — | 1,609,641 | 1,203,303 | 72.19 | 87.04 | 746,538 | 6.1% | | 2021 | 8,581,691 | 16,487,836 | — | — | 1,905,296 | 2,716,224 | 83.56 | 102.90 | 31,268 | 5.1% | | 2020 | 2,546,931 | (2,709,606) | 723,665 | (11,406,682) | — | — | 58.69 | 86.84 | 95,070 | 3.1% |
Pay Versus Performance Table
(1)The PEOs and Other NEOs for each year reported in this table are:
Pay Versus Performance Table
| Year | PEO #1 | PEO #2 | Other NEOs | | 2023 | Fabio Sandri | N/A | Matthew Galvanoni | | 2022 | Fabio Sandri | N/A | Matthew Galvanoni | | 2021 | Fabio Sandri | N/A | Matthew Galvanoni | | 2020 | Fabio Sandri | Jayson Penn | N/A |
Pay Versus Performance Table
(2)None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the SCT total related to pension value is not needed. The following table shows items added to or deducted from the Total Compensation in the Summary Compensation Table in order to calculate the amount of executive Compensation Actually Paid (or “CAP”), as shown in table above:
Pay Versus Performance Table
| | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO #1 ($) | Average of Other NEOs ($) | PEO #1 ($) | Average of Other NEOs ($) | PEO #1 ($) | Average of Other NEOs ($) | PEO #1 ($) | PEO #2 ($) | | Total Compensation from SCT | $2,577,965 | $1,167,761 | $3,011,423 | $1,609,641 | $8,581,691 | $1,905,296 | $2,546,931 | $723,665 | | Adjustments for stock and option awards: | | | | | | | | | | (Subtraction): SCT amounts | (613,554) | (340,853) | (731,408) | (406,338) | (6,062,913) | (921,087) | (1,425,900) | — | | Fair value at year-end of awards granted in the year and unvested at year end | 700,990 | 389,439 | — | — | 13,044,043 | 1,506,985 | 2,472,077 | — | | Change in fair value from prior year end of outstanding and unvested awards granted in prior years | 1,737,787 | 38,204 | (2,289,880) | — | 1,149,663 | — | (559,648) | — | | Vesting date fair value of awards granted and vesting during such year | — | — | — | — | — | 225,030 | — | — | | Change in fair value from prior year end of vested awards granted in prior years | 257,741 | 85,417 | 104,898 | — | 4,589 | — | (1,786,666) | (1,787,262) | | Fair value at end of prior year of awards granted in prior years that were forfeited | — | — | — | — | (229,237) | — | (3,956,400) | (10,343,085) | | Compensation Actually Paid (as calculated) | $4,660,929 | $1,339,968 | $95,033 | $1,203,303 | $16,487,836 | $2,716,224 | $(2,709,606) | $(11,406,682) |
Pay Versus Performance Table
(3)Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 29, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table. (4)Our peer group used for the TSR calculation is the peer group used to show our performance in our Form 10-K, which is comprised of two companies: Hormel Foods Corp and Tyson Foods Inc. (5)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our company’s performance, is Profit Before Taxes Margin (or “PBT Margin”). PBT Margin is a non-GAAP financial measure that takes GAAP Profit Before Taxes, adds back litigation settlement expense and in prior years, other nonrecurring items, and divides by Net Sales. For a reconciliation of this non-GAAP financial measure for fiscal year 2023, see Annex A at the end of this proxy statement.