DEF 14A of Hormel Foods Corp /De/, Dec 18, 2024

DEF 14A of Hormel Foods Corp /De/

Filed Dec 18, 2024 · FY20240001104659-24-129587

Open on EDGAR

  1. TABLE OF CONTENTS

    | Supplemental Executive Retirement Plan | 30 | | Qualified 401(k) Retirement Plan | 30 | | Nonqualified Deferred Compensation Plan | 30 | | Joint Earnings Profit Sharing Trust | 31 | | Survivor Income Protection Plan | 31 | | Perquisites | 31 | | Designing the 2024 Compensation Program | 32 | | Additional Information on Executive Compensation Practices | 33 | | Stock Ownership Guidelines | 33 | | Compensation Recovery Policies | 34 | | Tax Deductibility | 34 | | Use of Adjustments in Incentive Compensation Plans | 35 | | Equity Grant Timing | 35 | | Mitigating Risk in Our Executive Compensation Program | 35 | | COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs) | 36 | | SUMMARY COMPENSATION TABLE | 36 | | GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024 | 38 | | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END | 39 | | VESTING SCHEDULE FOR UNEXERCISABLE OPTIONS | 40 | | VESTING SCHEDULE FOR RSUs | 41 | | OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024 | 41 | | PENSION BENEFITS | 41 | | NONQUALIFIED DEFERRED COMPENSATION | 42 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 42 | | CEO PAY RATIO DISCLOSURE | 46 | | PAY VERSUS PERFORMANCE DISCLOSURE | 46 | | RELATED PARTY TRANSACTIONS | 50 | | ITEM 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER (NEO) COMPENSATION | 50 | | ITEM 4 – STOCKHOLDER PROPOSAL: PUBLISHING TARGETS FOR SIGNIFICANTLY INCREASING GROUP SOW HOUSING IN THE SUPPLY CHAIN | 50 | | VIEWING AND DELIVERY OF PROXY MATERIALS | 53 | | STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS | 53 | | OTHER MATTERS | 53 |

  2. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS Currently, our Board consists of 11 directors whose terms expire at the Annual Meeting. In light of recent changes in her professional responsibilities, Ms. Prama Bhatt is not standing for re-election when her term on the Board expires at the conclusion of the meeting. The Board thanks Ms. Bhatt for her service to Hormel Foods. Based on the recommendation of the Board’s Governance Committee, the Board has nominated 10 current directors, as named in this Proxy Statement, for election at the Annual Meeting. The following biographies detail the age and principal occupations during at least the past five years for each director nominee; the year the nominee was first appointed to the Board; and the public company directorships they hold. If elected, each of the directors will hold office until the next annual meeting, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected. If any of such nominees become unavailable for any reason, it is intended that the proxies will vote for the election of such substitute persons as may be designated by the Board of Directors.

  3. ITEM 1 – ELECTION OF DIRECTORS

    | The Board of Directors recommends a vote FOR each of the 10 director nominees listed below. |

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. DIRECTOR NOMINEES

    | | GARY C. BHOJWANI, age 56, director since 2014. Mr. Bhojwani is Chief Executive Officer of CNO Financial Group, Inc. (NYSE: CNO), a provider of health and life insurance and retirement solutions, a position he has held since January 2018. He was President of CNO Financial Group, Inc. from April 2016 to December 2017. Mr. Bhojwani was Chairman of Allianz Life Insurance Company of North America, a provider of retirement solutions, and a member of the Board of Management of Allianz SE from 2012 to 2015 and Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2011. He was President of Commercial Business, Fireman’s Fund Insurance Company from 2004 to 2007, Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002, and President, Trade Insurance Services from 1995 to 1997. Mr. Bhojwani is a member of the Board of Directors of CNO Financial Group, Inc. Mr. Bhojwani brings extensive expertise in risk management, finance and consumer product marketing to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE. |

  6. DIRECTOR NOMINEES

    | | STEPHEN M. LACY, age 70, director since 2011. Mr. Lacy retired from Meredith Corporation, a media and marketing company, in November 2020. He served Meredith Corporation as Chairman of the Board from March 2019 to November 2020, Executive Chairman of the Board from February 2018 to March 2019, Chairman of the Board and Chief Executive Officer starting in 2016, Chairman of the Board, President and Chief Executive Officer starting in 2010, President and Chief Executive Officer starting in 2006, President and Chief Operating Officer starting in 2004, President, Publishing Group, and President, Interactive and Integrated Marketing Group, starting in 2000, and Chief Financial Officer starting in 1998. Mr. Lacy is a member of the Board of Directors of First Interstate BancSystem, Inc. (NASDAQ: FIBK) and SuckerPunch Gourmet, LLC. He was a member of the Board of Directors of Meredith Corporation from 2004 to 2020. Mr. Lacy brings extensive expertise in finance, corporate development and consumer product marketing to the Board, as well as experience as the Chief Executive Officer of a company whose stock was traded on the NYSE. |

  7. DIRECTOR NOMINEES

    | | ELSA A. MURANO, Ph.D., age 65, director since 2006. Dr. Murano has served Texas A&M University as Director of the Norman Borlaug Institute for International Agriculture, Texas A&M AgriLife, since 2014, President Emerita since 2009, and Professor, Department of Animal Science since 2001. She was Interim Associate Vice Chancellor for Academic Strategic Initiatives, Texas A&M AgriLife from August 2021 to June 2022, Interim Director of the Norman Borlaug Institute for International Agriculture from 2012 to 2014, President of Texas A&M University from 2008 to 2009, and Vice Chancellor and Dean of Agriculture, Director of the Texas Agricultural Experiment Station from 2005 to 2007. Dr. Murano was Undersecretary for Food Safety, U.S. Department of Agriculture from 2001 to 2004. She is a member of the Board of Trustees of CIMMYT (Centro Internacional de Mejoramiento de Maiz y Trigo, or International Maize and Wheat Improvement Center). Dr. Murano brings preeminent food safety expertise and significant experience in agri-business and regulatory affairs to the Board. |

  8. DIRECTOR NOMINEES

    | | WILLIAM A. NEWLANDS, age 66, director since 2018. Mr. Newlands is President and Chief Executive Officer of Constellation Brands, Inc. (NYSE: STZ), a beverage alcohol company, a position he has held since March 2019. He served Constellation Brands, Inc. as President and Chief Operating Officer from February 2018 to February 2019, Executive Vice President and Chief Operating Officer from January 2017 to February 2018, Executive Vice President and President, Wine & Spirits Division from January 2016 to January 2017, and Executive Vice President and Chief Growth Officer from January 2015 to January 2016. Mr. Newlands was Senior Vice President and President, North America of Beam Inc., a beverage alcohol company, from 2011 to 2014 and Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc. from 2010 to 2011, and Senior Vice President and President, USA of Beam Global Spirits & Wine, Inc. from 2008 to 2010. Mr. Newlands is a member of the Board of Directors of Constellation Brands, Inc. He was a member of the Board of Directors of Canopy Growth Corporation (NASDAQ: CGC) from 2018 to 2021. Mr. Newlands brings extensive expertise in innovation, consumer product marketing, corporate development and international business to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE. |

  9. DIRECTOR NOMINEES

    | | CHRISTOPHER J. POLICINSKI, age 66, director since 2012. Mr. Policinski is Chief Executive Officer of CJP Leadership Partners, LLC, a consulting company, a position he has held since February 2021. He was Chief Executive Officer of VitaKey, Inc., a food ingredient company, from August 2020 to February 2021. Mr. Policinski retired from Land O’Lakes, Inc., a member-owned cooperative which produces and markets dairy-based food products and agricultural supplies, in June 2018. He served Land O’Lakes, Inc. as President and Chief Executive Officer from 2005 to 2018, as Chief Operating Officer of the Dairy Foods business unit from 1999 to 2005, and Vice President of Strategy and Business Development from 1997 to 1999. His prior experience includes various management positions at Kraft General Foods Corporation, a food company, Bristol-Myers Squibb Co., a biopharmaceutical and consumer goods company, and Pillsbury Company, a food company. Mr. Policinski is a member of the Board of Directors of Xcel Energy, Inc. |

  10. DIRECTOR NOMINEES

    (NASDAQ: XEL) and Isidro Investments. Mr. Policinski brings extensive expertise in agri-business, consumer product marketing and corporate development to the Board, as well as experience as the Chief Executive Officer of a large Minnesota-based company operating globally in the food industry.

  11. DIRECTOR NOMINEES

    | | DEBBRA L. SCHONEMAN, age 56, director since 2024. Ms. Schoneman is President of Piper Sandler Companies (NYSE: PIPR), an investment bank and financial services company, a position she has held since 2018. She served Piper Sandler Companies as Chief Financial Officer from 2008 to 2017, as Treasurer from 2006 to 2008, and in various finance roles from 1990 to 2006. Ms. Schoneman is a member of the Board of Directors of Allina Health, Minneapolis, Minnesota, and the Board of Trustees of the University of St. Thomas, St. Paul, Minnesota. She was a member of the Board of Directors of Piper Sandler Companies, Minneapolis, Minnesota from 2018 to 2021. Ms. Schoneman brings extensive expertise in finance and related functions and corporate development to the Board, as well as ongoing experience as the active President of a Minnesota-based publicly held company whose stock is traded on the NYSE. |

  12. DIRECTOR NOMINEES

    | | SALLY J. SMITH, age 66, director since 2014. Ms. Smith retired from Buffalo Wild Wings, Inc., a restaurant company, in February 2018. She served Buffalo Wild Wings, Inc. as President and Chief Executive Officer from 1996 to February 2018 and as Chief Financial Officer from 1994 to 1996. Ms. Smith was Controller from 1984 to 1987 and Chief Financial Officer from 1987 to 1994 of Dahlberg, Inc., a manufacturer of hearing aids. She began her career with KPMG LLP, an international accounting and consulting firm. Ms. Smith is a member of the Board of Directors of Digi International Inc. (NASDAQ: DGII), The Marvin Companies, and the National Restaurant Association. Ms. Smith was a member of the Board of Directors of Buffalo Wild Wings Inc. from 1996 to 2017 and Alerus Financial Corporation (NASDAQ: ALRS) from 2007 to 2022. Ms. Smith brings extensive expertise in finance, corporate development and the foodservice industry to the Board, as well as experience as the Chief Executive Officer of a Minnesota-based company whose stock was traded on the NASDAQ. |

  13. DIRECTOR NOMINEES

    | | JAMES P. SNEE, age 57, director since 2015. Mr. Snee is Chairman of the Board, President and Chief Executive Officer of the Company (NYSE: HRL), serving in that capacity since November 2017. He was President and Chief Executive Officer from October 2016 to November 2017, President and Chief Operating Officer from October 2015 to October 2016, Group Vice President and President, Hormel Foods International Corporation from 2012 to 2015, Vice President and Senior Vice President, Hormel Foods International Corporation from 2011 to 2012, and Vice President, Affiliated Business Units from 2008 to 2011. Mr. Snee is a member of the Board of Directors of Republic Services, Inc. (NYSE: RSG), the Consumer Brands Association, the North American Meat Institute and The Hormel Foundation. In addition to his executive leadership experience, Mr. Snee brings broad sales, marketing, supply chain and international business expertise to the Board, as well as in-depth knowledge of the Company and food industry developed during his 35-year career with the Company. |

  14. DIRECTOR NOMINEES

    | | STEVEN A. WHITE, age 64, director since 2014. Mr. White retired from Comcast Corporation (NASDAQ: CMCSA), an entertainment and communications company, in December 2024, after serving as President, Special Counsel to CEO Comcast Cable since December 2020. He also served Comcast as President, Comcast West Division from 2009 to December 2020, as Regional Senior Vice President, Comcast California from 2007 to 2009, and as Regional Senior Vice President, Comcast Mid-South Region from 2002 to 2007. Mr. White was Regional Vice President of AT&T Broadband, LLC from 2000 to 2002 and Regional Vice President of Telecommunications, Inc. from 1997 to 2000. His prior experience includes various marketing positions with Colgate-Palmolive Company from 1991 to 1997. Mr. White is a member of the Board of Directors of W.W. Grainger, Inc. (NYSE: GWW). Mr. White brings significant expertise in digital commerce and consumer product marketing to the Board, as well as experience as the President of a large business. |

  15. DIRECTOR NOMINEES

    | | MICHAEL P. ZECHMEISTER, age 58, director since 2023. Mr. Zechmeister retired from C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW), a global logistics company, in August 2024, after serving as Chief Financial Officer since September 2019. He was Chief Financial Officer of United Natural Foods, Inc., a distributor of grocery and non-food products in North America, from September 2015 to August 2019. Mr. Zechmeister was with General Mills, Inc., a global manufacturer and marketer of branded consumer foods, from 1990 to 2015, where he served in various finance executive roles, including as its Vice President, Finance, U.S. Retail Sales from 2007 to 2010, its Vice President and Treasurer from 2010 to 2012 and as Vice President, Finance, Yoplait USA from 2012 to 2015. Mr. Zechmeister is a member of the Board of Advisors of Carlson School of Management, University of Minnesota, Minneapolis, Minnesota. Mr. Zechmeister brings extensive expertise in finance and related functions to the Board, as well as significant knowledge of corporate development, logistics and the food industry. |

  16. DIRECTOR NOMINEES

    No family relationship exists between any of the director nominees or executive officers of the Company. Identifying and Evaluating Nominees for Director. The Governance Committee is responsible for establishing procedures to identify and review the qualifications of nominees for Board membership. The Committee considers recommendations of director candidates made by directors, senior management, and our stockholders. The Committee applies the same criteria for consideration of stockholder nominees as it does to nominees proposed by other sources. The Committee may engage an independent search firm to assist the Committee in identifying and evaluating potential director nominees to fill vacancies on the Board. Ms. Schoneman, who joined the Board during fiscal 2024, was introduced to the Committee by a non-management director. Stockholders wishing to make a recommendation may do so by contacting the Governance Committee, c/o Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912. Stockholders should send:

  17. DIRECTOR NOMINEES

    | 1. | Name of the candidate and the candidate’s business and residence address; |

  18. DIRECTOR NOMINEES

    | 2. | A resume or biographical sketch of the candidate, which includes the candidate’s principal occupation or employment; |

  19. DIRECTOR NOMINEES

    | 3. | A document(s) evidencing the number of shares of Company stock currently held by the candidate and the candidate’s willingness to serve as a director if elected; and |

  20. DIRECTOR NOMINEES

    | 4. | A signed statement as to the submitting stockholder’s current status as a stockholder, which includes the stockholder’s address and the number of shares of Company stock currently held. |

  21. DIRECTOR NOMINEES

    The Committee’s procedures for assessing potential nominees include first determining the Board’s and Company’s needs at the time of the recommendation. The Board then assesses proposed nominees based upon the resume and biographical information provided, the individual’s willingness to serve, and the proposed nominee’s business experience and leadership skills. This information is evaluated against the criteria set forth below. If a proposed nominee is deemed potentially suited to meet the Board’s and Company’s needs, they may be invited to participate in a series of interviews, which are used to further evaluate candidates. On the basis of information learned during this process, the Committee determines which nominees to recommend to the Board. Director Qualifications. In evaluating director candidates, the Committee will consider the Board’s and Company’s needs at the time nominees are considered and, among other qualifications the Committee deems appropriate, a candidate’s:

  22. DIRECTOR NOMINEES

    | ● | Intellect; |

  23. DIRECTOR NOMINEES

    | ● | Integrity; |

  24. DIRECTOR NOMINEES

    | ● | Broad-based experience at the policy-making level in business, government, education or the public interest; |

  25. DIRECTOR NOMINEES

    | ● | Analytical ability; |

  26. DIRECTOR NOMINEES

    | ● | Absence of potential conflicts and ability to qualify as an independent director; |

  27. DIRECTOR NOMINEES

    | ● | Ability and willingness to devote time and energy to effectively carry out all Board responsibilities; and |

  28. DIRECTOR NOMINEES

    | ● | Unique qualifications, skills and experience. |

  29. DIRECTOR NOMINEES

    The Committee reviews past performance on the Board for directors seeking reelection. The Board’s annual self-evaluation process assists the Committee in this review. The Committee seeks to enhance the overall diversity of the Board. The Committee considers each candidate’s diversity in terms of race/ethnicity, gender and other personal characteristics as well as their contribution to the diversity of the Board in a broader sense, including age, education, experience, skills and other qualifications. While the Committee carefully considers diversity when evaluating director candidates, it has not adopted a formal diversity policy. The Committee believes its processes and considerations have resulted in a Board that currently is, and has historically been, diverse in many respects, including racial/ethnic and gender diversity. The Committee recommends director nominees to the Board to submit, if approved by the Board, for election at the next Annual Meeting of Stockholders. The Board selects director nominees based on its assessment and consideration of various factors. These factors include the current Board profile, the long-term interests of stockholders, the needs of the Company, and the goal of creating an appropriate balance of knowledge, experience and diversity on the Board. Our Nominees for Director. Each of our director nominees is well qualified under the criteria described above. As an employee of the Company, Mr. Snee does not qualify as an independent director, but all other director nominees are independent. The diversity of our director nominees in terms of race/ethnicity, gender, age and tenure on our Board is demonstrated in the following graphs:

  30. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our compensation program for nonemployee directors during fiscal 2024 remained unchanged from that provided to directors in fiscal 2023. Directors who also serve as employees are not entitled to any additional compensation for their service on the Board. For fiscal 2024, our nonemployee directors received a mix of cash retainers and restricted shares for their service. Specifically, nonemployee directors received the following elements of compensation:

  31. COMPENSATION OF DIRECTORS

    | ● | An annual cash retainer of $100,000 for service on the Board. |

  32. COMPENSATION OF DIRECTORS

    | ● | An annual cash retainer for service on the Board’s standing committees, as follows: |

  33. COMPENSATION OF DIRECTORS

    | ● | $10,000 for Audit Committee membership, or $25,000 for serving as the Chair |

  34. COMPENSATION OF DIRECTORS

    | ● | $7,500 for Compensation Committee membership, or $20,000 for serving as the Chair |

  35. COMPENSATION OF DIRECTORS

    | ● | $5,000 for Governance Committee membership, or $15,000 for serving as the Chair |

  36. COMPENSATION OF DIRECTORS

    | ● | An award of restricted shares of our common stock, with a value of $160,000. |

  37. COMPENSATION OF DIRECTORS

    | ● | For service as the Lead Director, an additional cash retainer of $30,000. |

  38. COMPENSATION OF DIRECTORS

    Terms of Restricted Shares. Awards of restricted shares made to nonemployee directors during fiscal 2024 were made pursuant to the terms of the stockholder-approved Hormel Foods Corporation 2018 Incentive Compensation Plan, which we refer to as the Incentive Compensation Plan, and a Restricted Stock Award Agreement between the Company and each nonemployee director. The number of restricted shares granted was based on the value of the award divided by the closing market price of our common stock on the NYSE on the date of grant (rounded to the nearest whole share number). The restricted shares are subject to a restricted period, which expires upon the date of the Company’s next annual stockholders meeting for shares granted to directors elected at the annual stockholders meeting, and expires on the second succeeding annual stockholders meeting for shares granted to a director who joins the Board mid-year. Directors receive declared dividends on, and are entitled to vote, the restricted shares during the restricted period. Prorated Compensation. Nonemployee directors first elected to the Board other than at the annual stockholders meeting receive a prorated annual retainer and prorated award of restricted shares, in each case based on the percentage of regular Board meetings remaining on the calendar from the time the director joins the Board to the next annual stockholders meeting. Nonemployee directors appointed as a new committee Chair or member after the date of the annual stockholders meeting receive a pro-rated annual committee retainer based on the percentage of regular Board meetings remaining on the calendar from the time the director takes the new committee assignment to the next annual stockholders meeting. Payment and Grant Timing. Cash retainers are paid to the Board in two installments, on February 1 and August 1, or the first business day thereafter if such date is not a business day. For directors elected at the 2024 annual meeting of stockholders, the grant date for the award of restricted shares was February 1, 2024. The closing price of our common stock on the NYSE on February 1, 2024 was $30.86. This price resulted in an award of 5,185 restricted shares of our common stock to each nonemployee director serving on that date. For Ms. Schoneman, who was appointed to the Board on September 21, 2024, the grant date for her prorated award of restricted shares was September 23, 2024. The closing price of our common stock on the NYSE on such date was $31.48. This price resulted in an award of 2,541 restricted shares to Ms. Schoneman. Other Programs. Nonemployee directors may defer all or a portion of their cash retainers under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the Incentive Compensation Plan. If a director elects to participate, their deferred cash fees are multiplied by 105% and credited as fully vested stock units under the plan. The stock units have the same value as our common stock and receive dividend equivalents as declared. Stock units under this plan do not have voting rights. Stock units are paid in shares of our common stock following a director’s termination of service. Prior to adoption of the Incentive Compensation Plan in 2018, nonemployee directors were able to defer all or a portion of their cash retainers under the 2009 Nonemployee Director Deferred Stock Plan on the same terms as those described above. Program Review and Approval. The Compensation Committee’s current policy is to review the nonemployee director compensation program every other year. After this process was completed in late 2024, the nonemployee director compensation program was not modified. The next regular review of nonemployee director compensation is scheduled to take place in late 2026. During its review, the Committee’s independent compensation consultant, Pearl Meyer, provides advice to the Committee regarding the program. The independent consultant analyzes each element of proposed nonemployee director compensation, as well as the value of the proposed compensation overall, against the programs provided to the same Compensation Peer Group that the Committee uses to evaluate executive compensation. See “Designing the 2024 Compensation Program” on page 32 for a list of these peer companies. Any changes to the nonemployee director compensation program are recommended for approval by the full Board of Directors. Compensation Earned for Fiscal 2024. The fiscal 2024 compensation of each individual who served as a nonemployee director during our fiscal 2024 (which ran from October 30, 2023 to October 27, 2024) is shown in the following table.

  39. COMPENSATION OF DIRECTORS

    | DIRECTOR COMPENSATION FOR FISCAL 2024 | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total ($) | | Prama Bhatt | 107,500 | 160,009 | -- | 267,509 | | Gary C. Bhojwani | 115,000 | 160,009 | 12,819 | 287,828 | | Stephen M. Lacy | 130,000 | 160,009 | -- | 290,009 | | Elsa A. Murano | 105,000 | 160,009 | -- | 265,009 | | Susan K. Nestegard(5) | -- | -- | 8,065 | 8,065 |

  40. COMPENSATION OF DIRECTORS

    | DIRECTOR COMPENSATION FOR FISCAL 2024 | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total ($) | | William A. Newlands | 145,000 | 160,009 | 8,129 | 313,138 | | Christopher J. Policinski | 107,500 | 160,009 | 37,169 | 304,678 | | Jose Luis Prado(6) | 52,500 | 160,009 | 10,518 | 223,027 | | Debbra L. Schoneman(7) | 57,500 | 79,991 | -- | 137,491 | | Sally J. Smith | 132,500 | 160,009 | 26,468 | 318,977 | | Steven A. White | 115,000 | 160,009 | 26,461 | 301,470 | | Raymond G. Young(8) | 57,500 | -- | -- | 57,500 | | Michael P. Zechmeister | 117,500 | 160,009 | -- | 277,509 |

  41. COMPENSATION OF DIRECTORS

    | (1) Consists of cash retainers, including amounts voluntarily deferred under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the Incentive Compensation Plan. |

  42. COMPENSATION OF DIRECTORS

    | (2) Consists of the aggregate grant date fair value of restricted stock awarded to each nonemployee director in fiscal 2024, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation – Stock Compensation). Each nonemployee director other than Ms. Nestegard, Ms. Schoneman and Mr. Young received an award of 5,185 restricted shares on February 1, 2024 (based on a closing market price of $30.86). Ms. Nestegard’s term expired on January 30, 2024 and she thus did not receive an award of restricted shares for 2024. Ms. Schoneman, who was appointed to the Board on September 21, 2024, received an award of 2,541 restricted shares on September 23, 2024 (based on a closing market price of $31.48). Mr. Young resigned from the Board on February 1, 2024 and thus did not receive an award of restricted shares for 2024. |

  43. COMPENSATION OF DIRECTORS

    | (3) As of October 27, 2024, nonemployee directors held the following number of unvested shares of restricted stock: |

  44. COMPENSATION OF DIRECTORS

    | Name | Unvested Shares of Restricted Stock (#) | | Prama Bhatt | 5,185 | | Gary C. Bhojwani | 5,185 | | Stephen M. Lacy | 5,185 | | Elsa A. Murano | 5,185 | | Susan K. Nestegard(5) | -- | | William A. Newlands | 5,185 | | Christopher J. Policinski | 5,185 | | Jose Luis Prado(6) | -- | | Debbra L. Schoneman(7) | 2,541 | | Sally J. Smith | 5,185 | | Steven A. White | 5,185 | | Raymond G. Young(8) | -- | | Michael P. Zechmeister(9) | 9,291 |

  45. COMPENSATION OF DIRECTORS

    | (4) Consists of dividend equivalents paid on stock units under the Company’s Nonemployee Director Deferred Stock Subplan pursuant to the Incentive Compensation Plan and the 2009 Nonemployee Director Deferred Stock Plan. |

  46. COMPENSATION OF DIRECTORS

    | (5) Ms. Nestegard’s term expired on January 30, 2024. |

  47. COMPENSATION OF DIRECTORS

    | (6) Mr. Prado resigned from the Board on March 25, 2024. |

  48. COMPENSATION OF DIRECTORS

    | (7) Ms. Schoneman joined the Board on September 21, 2024 and therefore received a prorated grant of restricted shares for 2024; the restricted period on these shares will lapse upon completion of the Annual Meeting in 2026, if Ms. Schoneman is still serving as of that date. |

  49. COMPENSATION OF DIRECTORS

    | (8) Mr. Young resigned from the Board on February 1, 2024. |

  50. COMPENSATION OF DIRECTORS

    | (9) Mr. Zechmeister joined the Board on March 27, 2023 and therefore received a prorated grant of restricted shares for 2023; the restricted period on these shares will lapse upon completion of the Annual Meeting in 2025, if Mr. Zechmeister is still serving as of that date. |

  51. Compensation Outcomes

    | ● | Payouts on our Annual Incentive Plan, or AIP, to the NEOs were earned at 83% and 84% of target. As described below, 2024 AIP awards were tied to the achievement of a combination of Company earnings before interest and taxes (or EBIT), Net Sales and employee engagement metrics. For all NEOs other than Ms. Brady, the applicable Net Sales metric was total Company Net Sales. For Ms. Brady, the metric was Retail Segment Net Sales; and |

  52. Compensation Outcomes

    | ● | Payouts under the cash-based component of our long-term incentive plan, or LTIP, with a three-year performance period that ended in June 2024 were not earned. Our common stock’s three-year relative TSR was below the threshold for a payout. |

  53. Compensation Objectives

    | ● | Incent our executives to deliver financial results that create long-term stockholder value. |

  54. Compensation Objectives

    We believe these two goals are best achieved by providing a competitive total compensation program that offers competitive fixed pay (i.e., base salary and benefits) along with opportunities for variable, performance-based pay. Total compensation for our NEOs is leveraged toward performance-based compensation rather than base salary. Performance-based compensation is comprised of both short-term and long-term incentives. We believe that providing an appropriate balance of short-term and long-term incentives encourages executives to properly balance the need for consistent annual performance and long-term performance.

  55. Principal Components of Pay

    | Pay Component | Performance Factors | Performance Time Horizon | Performance Leverage | % of Target Total Direct Compensation for NEOs | | Base Salary | Individual performance | Annual | Low | 10 – 25% | | Operators’ Share Incentive Plan | EPS | Annual | Low/Moderate | 5 – 15% | | AIP | Company EBIT, Company Net Sales, Segment Net Sales, Employee Engagement | Annual | Moderate/High | 15 – 25% | | Cash-Based LTIP | Relative TSR, Organic Net Sales Growth, Return on Invested Capital | 3-years | High | 15 – 35% | | Stock Options | Stock price growth | 4-year vesting; 10-year term | High | 13 – 20% | | RSUs | Stock price | 3-year vesting | Moderate | 13 – 20% |

  56. Incentive Plans

    Incentive Plans Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value creation. For the NEOs, the mix of compensation elements is heavily weighted toward variable, performance-based compensation, and the Operators’ Share Incentive Plan, AIP and LTIP each emphasize profitability and returns as well as progress towards employee engagement initiatives. Performance goals set forth in each of these plans are based on the annual operating plan approved by the Board of Directors. Incentives are granted under the Hormel Foods Corporation 2018 Incentive Compensation Plan, which we refer to as the Incentive Compensation Plan. The Incentive Compensation Plan is administered by the Compensation Committee and is utilized for short-term and long-term incentives and for cash and equity compensation programs. Details on each of these incentive plans follows. Operators’ Share Incentive Plan The Hormel Foods Corporation 2018 Operators’ Share Incentive Compensation Subplan, or Operators’ Share Plan, pursuant to the Incentive Compensation Plan, is a short-term incentive program. The concept of the Operators’ Share Plan has been in place at the Company since 1932. During fiscal 2024, approximately 160 individuals participated in the Operators' Share Plan, including each of the NEOs. This annual cash incentive plan rewards employee participants for achieving Company financial performance, as measured by EPS. Upon becoming eligible for plan participation, an employee receives a grant of Operators’ Shares. Operators’ Shares are phantom units, not actual shares of our common stock nor the right to receive the value of our stock. Operators’ Shares represent the right to receive performance-based cash compensation. The Compensation Committee determines grants of Operators’ Shares to the NEOs. Operators’ Shares are awarded at a level that seeks to result in competitive total annual cash compensation relative to market pay levels, taking into consideration length of service, the individual’s role and span of responsibility, and individual performance. The Committee grants Operators’ Shares at a level such that the total value of an NEO’s base pay plus the projected value of the Operators’ Shares approximates the 50th percentile of the competitive market data for base pay. For fiscal year 2024, our NEOs held the following number of Operators’ Shares:

  57. Incentive Plans

    | Name | Operators’ Shares (#) | | James P. Snee | 200,000 | | Jacinth C. Smiley | 80,000 | | Deanna T. Brady | 80,000 | | Colleen R. Batcheler | 60,000 | | Kevin L Myers | 70,000 |

  58. Incentive Plans

    How the Plan Works For fiscal 2024, the target value of a participant’s Operators’ Shares was an amount equal to the Company’s targeted annual EPS for fiscal 2024, $1.56, multiplied by the number of Operators’ Shares the participant held. For example, if a participant held 100 Operators’ Shares and the Company’s target EPS for the year was $1.00, the participant’s targeted award under the Operators’ Shares would be $100. For purposes of the plan, EPS refers to the Company’s diluted net earnings per share, as reported in our financial statements filed with the SEC. Participants receive payments on their Operators’ Shares throughout the year. On each dividend payment date for our common stock, participants in the Operators’ Share Plan receive dividend equivalents on each Operators’ Share granted. These dividend equivalents are cash payments in an amount equal to the per share dividend declared on a share of Company common stock multiplied by the number of Operators’ Shares granted. Following the end of the fiscal year, each participant in the plan is eligible for an additional payment equal to the positive difference, if any, between (1) the value received by multiplying the Company’s full year EPS by the number of Operators’ Shares granted to the participants and (2) the total value of “dividend equivalents” actually received during the fiscal year. Participants do not repay amounts to the Company if the calculation results in a negative value. Based on EPS for fiscal 2024 of $1.47 per share, the Operators’ Shares were earned at 94% of target. Accordingly, each NEO received Operators’ Shares payments in the following amounts for fiscal 2024:

  59. Incentive Plans

    | Name | Fiscal 2024 Operators’ Shares Payments | | James P. Snee | $294,000 | | Jacinth C. Smiley | $117,600 | | Deanna T. Brady | $117,600 | | Colleen R. Batcheler(1) | $33,923 | | Kevin L. Myers | $102,900 |

  60. Incentive Plans

    | (1) For Ms. Batcheler, reflects a prorated portion of an annualized award of 60,000 Operators’ Shares, based on eligible days worked during the plan period. |

  61. Incentive Plans

    Annual Incentive Plan For fiscal 2024, the AIP provided participants the opportunity to earn a cash payment based on the Company’s annual performance against a set of pre-defined performance metrics. For fiscal year 2024, target awards for our NEOs under the AIP were as follows:

  62. Incentive Plans

    | Name | Value of Fiscal 2024 AIP Award at Target | | James P. Snee | $1,850,000 | | Jacinth C. Smiley | $625,000 | | Deanna T. Brady | $550,000 | | Colleen R. Batcheler(1) | $203,846 | | Kevin L. Myers | $315,000 |

  63. Incentive Plans

    | (1) For Ms. Batcheler, reflects a prorated portion of an annualized target incentive of $530,000. |

  64. Incentive Plans

    Target award amounts under the AIP for the NEOs are based on the participant’s role and span of responsibility and the competitive market data. Mr. Snee, Ms. Smiley, Ms. Brady and Dr. Myers each received increases in their target AIP award for fiscal 2024, based upon the Committee’s review of these factors. How the Plan Works For fiscal 2024, the Compensation Committee selected EBIT, Net Sales and employee engagement as the AIP metrics. Performance levels at threshold, target, and maximum, and their corresponding payout levels, were established at the beginning of the fiscal year. The fiscal 2024 AIP design, goals and plan performance were as follows:

  65. Incentive Plans

    | | 2024 AIP Metrics | | | | | | | | | Total Company EBIT | Total Company Net Sales | Retail Segment Net Sales | Employee Engagement | | | Total | | | | | | Belonging | Inclusion | Appreciating Differences | | | Metric Weighting | 80% | 10% (Dependent on Role) | | 3.34% | 3.33% | 3.33% | 100% | | Target Level of Performance (1) | $1.162 billion | $12.428 billion | Not Disclosed | 72 | 78 | 78 | -- | | Achieved Level of Performance | $1.093 billion | $11.921 billion | $7.374 billion | 72 | 76 | 76 | -- | | Attainment as a % of Target (2) | 94% | 96% | Not Disclosed | 100% | 50% | 50% | -- |

  66. Incentive Plans

    | (1) We believe that the target-level goals in the fiscal 2024 AIP can be characterized as requiring strong performance. Based on our historical performance, the Compensation Committee believed that attainment of this performance level, although uncertain, was reasonably possible. Threshold goals were more likely to be achieved, and the goals associated with a maximum payout would have required exceptional levels of performance. We have omitted Retail Segment Net Sales goals as confidential and proprietary information. |

  67. Incentive Plans

    | (2) For Total Company EBIT and Total Company Net Sales or Retail Segment Net Sales: threshold performance of 80% of the Target Level of Performance would fund the AIP at 50% of target for each of these metrics; target performance of 100% of the Target Level of Performance would fund the AIP at 100% of target for each of these metrics; and maximum performance of 110% of the Targeted Level of Performance would fund the AIP at 200% of the targeted amount for each of these metrics. For the employee engagement metrics, the funding payout ranged from 0 to 200% of target based on the Company’s results. Awards are interpolated between discrete percentages. |

  68. Incentive Plans

    For fiscal 2024, the calculation of the AIP metrics was as follows:

  69. Incentive Plans

    | ● | Total Company EBIT was calculated by deducting cost of products sold and our operating expenses from total Company Net Sales, as reported in our financial statements filed with the SEC. |

  70. Incentive Plans

    | ● | Total Company Net Sales and Segment Net Sales were equal to our Net Sales as reported in our financial statements filed with the SEC for the total company or Retail Segment, as applicable. |

  71. Incentive Plans

    | ● | Employee engagement was calculated based on the results of employee engagement surveys across three areas of questioning that we believe are strong indicators of employee engagement: Belonging, Inclusion and Appreciating Differences. Employees were surveyed twice in fiscal 2024, and the scores on these surveys were averaged. |

  72. Incentive Plans

    The Committee retained discretion to adjust the amount of any award payout. The Committee also retained authority to modify a performance period and/or adjust or waive the achievement of performance goals for unusual or infrequently occurring events. Adjustments to Total Company EBIT were made in fiscal 2024 to remove the impact of expenses associated with litigation settlements and the gain realized on the sale of a business. See “Use of Adjustments in Incentive Compensation Plans” on page 35. The actual fiscal 2024 AIP payouts to our NEO were as follows:

  73. Incentive Plans

    | Name | Fiscal 2024 Target Incentive | Fiscal 2024 AIP Payout | AIP Payout as % of Target | | James P. Snee | $1,850,000 | $1,548,450 | 84% | | Jacinth C. Smiley | $625,000 | $523,125 | 84% | | Deanna T. Brady | $550,000 | $458,975 | 83% | | Colleen R. Batcheler(1) | $203,846 | $170,619 | 84% | | Kevin L. Myers | $315,000 | $263,655 | 84% |

  74. Incentive Plans

    | (1) For Ms. Batcheler, reflects a prorated portion of an annualized target incentive of $530,000. |

  75. Incentive Plans

    Prior to fiscal 2024, the AIP included a modifier to Total Company EBIT based on our Return on Assets (calculated by dividing our net earnings by our average total assets). The Committee removed this modifier from the 2024 AIP plan design, as the Committee chose to instead include a Return on Invested Capital, or ROIC, metric in the LTIP, as discussed below. Further, for fiscal 2024, the Committee eliminated the use of separate AIP profit metrics and targets for business segment NEOs. The Committee believes this approach is appropriate in light of the significant transformation underway at the Company through its T&M initiative, and the importance of delivering against our Total Company profit and growth targets. The approach also simplified the program, by eliminating the need to specifically allocate T&M benefits to individual reportable segments for AIP purposes. Long Term Incentives Our NEOs are also eligible for a set of incentive opportunities that are designed to compensate them for performance over a longer period. During fiscal 2024, these opportunities were provided in the form of cash-based LTIP performance awards, stock options and restricted stock units, or RSUs, each granted under the Incentive Compensation Plan. Following discussion with its independent compensation consultant, the Committee approved a change in the retirement definition for cash-based LTIP performance awards, stock options and RSUs granted in 2024 and forward. Previously, a qualifying retirement for determining continued and accelerated vesting under these awards was at least 55 years of age with at least fifteen (15) years of service, or age 65 or older. For awards granted in and after fiscal 2024, a qualifying retirement is at least 55 years of age with at least fifteen (15) years of service or age 60 or older with at least five (5) years of service. Cash-Based Long Term Incentive Plan Our cash-based LTIP is designed to provide a small group of key employees selected by the Compensation Committee with an incentive to maximize stockholder value. LTIP performance awards granted for fiscal 2024 provide an incentive opportunity based on several company financial metrics, including organic net sales growth, return on invested capital, or ROIC, and the Company’s long-term TSR performance compared to a peer group. How the LTIP Performance Awards Work Under the LTIP, the Compensation Committee grants each participant, including each of the NEOs, a target dollar award opportunity covering a three-year performance period. Participants can have up to three overlapping LTIP performance awards outstanding at any time. Prior to fiscal 2024, the sole performance metric in the LTIP was relative TSR. The LTIP award outstanding for the performance period that ended in June 2024, and the period that will end in June 2025 are based solely on relative TSR. For the three-year performance cycle beginning in fiscal 2024, however, the LTIP performance awards were redesigned to include three metrics:

  76. Incentive Plans

    | ● | Relative TSR, weighted 50% |

  77. Incentive Plans

    | ● | ROIC, weighted 25%, and |

  78. Incentive Plans

    | ● | Organic Net Sales Growth, weighted 25% |

  79. Incentive Plans

    Relative TSR: Our calculation of relative TSR under the LTIP measures the change in our stock price during the performance period and assumes a reinvestment of any dividends paid. For awards granted in 2024, if our actual relative TSR for the three-year period is at the 50th percentile of the peer group, then this component of the program is funded at target levels. If our actual relative TSR ranks highest among the peers, then the award payout for this component of the program equals three times the target opportunity. This component of the program is not funded unless our actual relative TSR is above the 25th percentile of the peers for the performance period. Awards will be interpolated for Company performance between these discrete points. ROIC: For purposes of the fiscal 2024-2026 LTIP, we calculate ROIC for the last year in the performance period, recognizing that business decisions made in the first two years of the performance period impact such ROIC, by dividing our Net Earnings by our Invested Capital.

  80. Incentive Plans

    | ● | Net Earnings means our annual earnings after taxes for the final year in the performance period, as set forth in our financial statements as filed with the SEC; and |

  81. Incentive Plans

    | ● | Invested Capital means the five-quarter average of our Total Debt and Shareholders’ Investment, as set forth in our financial statements as filed with the SEC. The five quarters will be the 4th quarter of the second year of the performance period and the 1st, 2nd, 3rd and 4th quarters of the final year of the performance period. |

  82. Incentive Plans

    If our ROIC is 10%, then this component of the program is funded at target award levels. The Committee may adjust ROIC to exclude the impact of accretion expense, goodwill impairment, charges for reorganizing or restructuring, charges from asset write-downs, acquisitions or divestitures, foreign exchange gains or losses, changes in accounting principles or tax laws, rules or regulations, and extraordinary, unusual, transition, one-time and/or non-recurring items as determined by the Committee from time-to-time. Organic Net Sales Growth: We calculate Organic Net Sales Growth for purposes of the fiscal 2024-2026 LTIP by determining the percentage year-over-year growth in Net Sales, excluding the impact, if any, of acquisitions and divestitures, for each fiscal year during the applicable performance period. If our Organic Net Sales Growth for the three-year period beginning in fiscal 2024 is 2.50%, then this component of the program is funded at target award levels. The Committee may adjust Organic Net Sales Growth for extraordinary, unusual, transition, one-time and/or non-recurring items as determined by the Committee from time-to-time. We believe that the target-level goals in the fiscal 2024 LTIP can be characterized as requiring strong performance. Based on our historical performance, the Compensation Committee believes that attainment of the target performance level for each metric, although uncertain, is reasonably possible. Threshold goals are more likely to be achieved, and the goals associated with a maximum payout will require exceptional levels of performance. Notwithstanding the Committee’s decision to move away from a single-metric approach in the LTIP, thereby increasing our NEOs ability to receive a payout on these awards without regard to conditions over which they do not have direct control, the Committee felt that the program should continue to be weighted most heavily towards a relative performance metric. The Committee has attempted to design the LTIP awards in a manner that serves as a balance against the absolute performance nature of the stock options and RSUs provided to the NEOs. In other words, if our TSR over a three-year period underperforms the TSR of a peer group in a broader stock market that is very strong, the stock options and shares received upon vesting of the RSUs may be valuable, but the LTIP awards will be worth less. Conversely, if our TSR over a three-year period outperforms that of our peers in a very weak stock market, the options and shares received upon vesting of the RSUs may be worth less, but the LTIP awards would generate value. For the fiscal 2024 through fiscal 2026 cycle of the LTIP, the Compensation Committee selected the following peer group of publicly traded food industry companies for use in calculating relative TSR.

  83. Incentive Plans

    | The Campbell Company | The Hain Celestial Group, Inc. | PepsiCo Inc. | | The Clorox Company | The Hershey Company | Pilgrim’s Pride Corporation | | The Coca-Cola Company | The J.M. Smucker Company | Post Holdings, Inc. | | Conagra Brands, Inc. | Kellanova (fka Kellogg Company) | Seaboard Corporation | | Flowers Foods, Inc. | The Kraft Heinz Company | TreeHouse Foods, Inc. | | Fresh Del Monte Produce Inc. | McCormick & Company, Inc. | Tyson Foods, Inc. | | General Mills, Inc. | Mondelez International, Inc. | |

  84. Incentive Plans

    This peer group is the same as the LTIP peer group approved for the June 2022 through June 2025 cycle of the program, except that Sanderson Farms Inc. was removed due to its being acquired and becoming a private company. LTIP award payouts are capped at three times the target award; such an outcome would require exceptional performance. The Committee retains discretion to reduce the amount of any award payout. Other Change to the LTIP for Fiscal 2024 In addition to changing the metrics in the LTIP for fiscal 2024, the Committee changed the performance periods associated with the program. Prior to fiscal 2024, awards followed a June-to-June performance cycle. Beginning with the fiscal 2024 grants, the awards follow our fiscal year. As a result of this change, which is administratively simpler, there were no LTIP performance awards granted in June 2023 and the fiscal 2024 grants included a prorated transitionary target amount added to the annual grant, commensurate with the pro-rated annual amount relating to the gap in cycle timing. Further, while the newly added metrics (ROIC and Organic Net Sales Growth) are being measured based on fiscal year performance over a three-year period, the relative TSR performance for the fiscal 2024-2026 awards is being measured from June 16, 2023 (when the 2023 cycle would have started) through October 25, 2026 (the last day of fiscal 2026) to eliminate any gap in the measurement of performance of that metric. Target awards for our NEOs under each cycle of the LTIP outstanding during fiscal 2024 was as follows:

  85. Incentive Plans

    | Name | Target Award: June 2021 through June 2024(1) | Target Award: June 2022 through June 2025(1) | Target Award: Fiscal 2024 through Fiscal 2026(2) | | James P. Snee | $3,350,000 | $3,500,000 | $4,471,100 | | Jacinth C. Smiley | $400,000 | $450,000 | $617,300 | | Deanna T. Brady | $385,000 | $500,000 | $770,665 | | Colleen R. Batcheler(3) | N/A | $153,654 | $373,590 | | Kevin L. Myers | $230,000 | $240,000 | $283,650 |

  86. Incentive Plans

    | (1) For these LTIP performance periods, awards are based solely on relative TSR. For the performance period ending in June 2024, our relative TSR was below threshold, resulting in no payout. |

  87. Incentive Plans

    | (2) Includes the value of transition grants made as a result of the change in performance cycle timing in the following amounts: Mr. Snee - $471,100; Ms. Smiley - $67,300; Ms. Brady - $70,665; and Dr. Myers - $33,650. |

  88. Incentive Plans

    | (3) For Ms. Batcheler, reflects prorated participation in each cycle based on her length of service during the relevant performance period, based on a target award of $470,000 for a full performance period. |

  89. Incentive Plans

    In setting the cash incentive target for each participant, the Committee considers the responsibilities of the employee, his or her contributions to the Company’s success, and competitive market data. Upon review of these factors, Mr. Snee, Ms. Smiley, Ms. Brady and Dr. Myers received increases in their target LTIP awards for the three-year cycle beginning in fiscal 2024. If, during any three-year performance period, a subsequent target award is increased or decreased due to a promotion or job change, that change will be applied to any existing target awards as of the subsequent award’s grant date. Equity-Based Incentives The Incentive Compensation Plan also allows the Compensation Committee to grant several types of equity awards to employees, including stock options, RSUs and other stock-based awards. To further align the interests of our NEOs with those our stockholders, our executive compensation program for 2024 included the granting of stock options and RSUs. The Committee determined the total equity award value to be granted to each of our NEOs in a manner meant to generally reflect the Committee’s assessment of the influence an employee’s position has on stockholder value. The Committee took into consideration the individual’s contributions to the Company during the last fiscal year, potential for contributions in the future, and market data. Based on its review of these factors, Ms. Smiley, Ms. Brady and Dr. Myers received increases in the total value of their targeted equity for fiscal 2024. For fiscal 2024, the total equity award value was delivered to our NEOs 50% in the form of stock options and 50% in the form of RSUs, as follows:

  90. Incentive Plans

    | Name | Total Targeted Equity Value for Fiscal 2024 ($) | Stock Options Granted for Fiscal 2024 (#) (1) | RSUs Granted for Fiscal 2024 (#) (2) | | James P. Snee | $4,000,000 | 359,100 | 64,809 | | Jacinth C. Smiley | $1,000,000 | 82,600 | 15,793 | | Deanna T. Brady | $900,000 | 74,400 | 14,214 | | Colleen R. Batcheler(3) | $470,000 | 40,100 | 7,668 |

  91. Incentive Plans

    | Name | Total Targeted Equity Value for Fiscal 2024 ($) | Stock Options Granted for Fiscal 2024 (#) (1) | RSUs Granted for Fiscal 2024 (#) (2) | | Kevin L. Myers | $420,000 | 34,700 | 6,633 |

  92. Incentive Plans

    | (1) The number of stock options granted was calculated by dividing the intended grant value to be delivered by the Black-Scholes value, rounded to the nearest 100 shares. |

  93. Incentive Plans

    | (2) The number of RSUs granted was calculated by dividing the intended value to be delivered by the closing market price of our common stock on the NYSE on the date of grant, rounded up to the nearest whole unit. |

  94. Incentive Plans

    | (3) For Ms. Batcheler, reflects a prorated portion of an annualized target equity award value of $940,000. Ms. Batcheler also received a one-time award of 4,894 RSUs, reflecting a grant date value of $150,000, in connection with her hiring. |

  95. Incentive Plans

    How the Stock Options and RSUs Work Stock options are intended to provide long-term performance-based compensation tied specifically to increases in the price of our stock, aligning the financial interests of our NEOs with those of our stockholders. Stock options granted in fiscal 2024 vest equally over a four-year period and have a term of ten years. This extended vesting period and term encourage NEOs to balance how business decisions made in the near-term affect the Company’s long-term stock price performance. Stock options are always granted with an exercise price equal to the closing market price of our common stock on the NYSE on the date of grant. RSUs have a three-year cliff vesting schedule, which serves as a retention incentive. Upon vesting, each RSU is settled in the form of a share of freely tradeable common stock. RSUs are credited with dividend equivalents in the form of additional RSUs each time a cash dividend is paid on our common stock. The declared dividends multiplied by the number of RSUs held are deemed reinvested in additional RSUs based on the market value of our common stock on the dividend payment date. Such additional RSUs are subject to the same terms as the underlying RSUs, including the timing of vesting and settlement. Stock options and RSUs are granted annually in December following our release of year-end financial results, for all eligible employees, including the NEOs, except the CEO. This practice ensures that grant dates cannot be manipulated for a more favorable exercise price or market price. The Committee determined to make the CEO’s stock option and RSU grants effective the same date as the nonemployee directors’ restricted share grants, which is February 1st or the first business day thereafter. This date was chosen because it falls shortly after conclusion of the annual CEO evaluation process. See “Equity Grant Timing” on page 35 for additional information.

  96. Designing the 2024 Compensation Program

    Designing the 2024 Compensation Program The Committee engaged in a thorough process to design the fiscal 2024 compensation program for the NEOs. To help ensure that its design objectives were met, and that the program elements were reasonable, the Committee used a variety of inputs. Annual Say on Pay Vote. Consistent with the stockholders’ expressed preference, the Board of Directors has determined that an advisory vote on executive compensation will be conducted every year. In the advisory vote taken at the 2024 Annual Meeting, more than 96% of the shares voting for or against our NEOs’ executive compensation voted in favor of the program. The Compensation Committee took this favorable vote into account in determining executive compensation policies and decisions since that vote. The Committee viewed the vote as an expression of the stockholders’ general satisfaction with the Company’s program. Independent Compensation Consultant. The Committee uses a compensation consultant, Pearl Meyer, to provide compensation advice independent of management. Pearl Meyer does not provide any consulting services directly to the Company. The Committee and its consultant work with senior management to implement and monitor the programs the Committee approves. The Committee reviews the types of services provided by the compensation consultant and all fees paid for those services on a regular basis and conducts a formal evaluation of the compensation consultant on an annual basis. The Committee assessed the independence of Pearl Meyer, as required under NYSE listing standards, during fiscal 2024. The Committee also considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest with respect to Pearl Meyer during fiscal 2024. Based on this review, the Committee did not identify any conflict of interest raised by the work performed by Pearl Meyer. Market Data. The Compensation Committee reviews and approves recommendations for pay changes for a group of key executives who hold senior positions within the Company, including the NEOs each year. For fiscal 2024, the first step in this process was for the Committee’s independent compensation consultant to provide a competitive compensation analysis for each of these positions to assist the Committee in its review. The consultant developed “market consensus” data using both a peer group of companies similar to the Company in size and industry (listed below) (the “Compensation Peer Group”) and a combination of several compensation surveys. The use of peer group data provides the Committee with more specific information regarding market practices than is available from surveys alone. Survey data provides information based on specific position responsibilities and provides pay information for positions beyond those held by the NEOs. The consultant works with our Senior Vice President of Human Resources to ensure a proper understanding of the roles and responsibilities of each position reviewed, to aid in alignment to the survey data. The Compensation Peer Group used for fiscal 2024 compensation decisions was comprised of the following companies:

  97. Designing the 2024 Compensation Program

    The Compensation Peer Group used for fiscal 2024 was approved in July 2023 and is the same as the Compensation Peer Group approved in July 2022 for fiscal 2023 pay decisions, except that Sanderson Farms, Inc. was removed for fiscal 2024 as it was acquired and became a private company. Upon completion of the Kellogg Company’s transformation into two companies in October 2023, Kellanova became a part of the Compensation Peer Group. Our revenues and market capitalization were above the median of the Compensation Peer Group, but lower than the 75th percentile, when selected by the Committee.

  98. Designing the 2024 Compensation Program

    | | Hormel Foods (12 months ended July 1, 2023) | Peer Group 25th Percentile | Peer Group Median | Peer Group 75th Percentile | | Revenues | $12.267 billion | $6.290 billion | $10.741 billion | $17.394 billion | | Market Capitalization (as of July 1, 2023) | $21.971 billion | $5.087 billion | $15.078 billion | $23.395 billion |

  99. Equity Grant Timing

    Equity Grant Timing We do not backdate stock options or grant equity retroactively. We do not coordinate grants of equity with disclosures of positive or negative information. Most equity (stock options and full-value awards such as RSUs) is granted in the ordinary course on the second Tuesday in December, which is typically a week or more following our release of fourth quarter financial results. For our nonemployee directors and Mr. Snee, equity is granted February 1st or the first business day thereafter. We typically release our first quarter financial results in late February or early March. If an equity grant is made other than in December or February (due to a hiring or promotion, for example), we require that the grant be made on the second Tuesday of the calendar month in or following approval of the award or, if to a new hire, in or following the grantee’s date of hire. In fiscal 2024, no stock options were granted to any NEO within four business days prior to or one business day following the filing of a Form 10-Q, 10-K, or 8-K that disclosed material nonpublic information.

  100. Mitigating Risk in Our Executive Compensation Program

    | ● | Compensation levels for our NEOs and program design are benchmarked against peer companies on an annual basis to ensure there is appropriate alignment to the market. The Compensation Peer Group is reviewed annually. |

  101. Mitigating Risk in Our Executive Compensation Program

    | ● | Risk-mitigating design features have been embedded into the Company’s incentive plans, including the following: |

  102. Mitigating Risk in Our Executive Compensation Program

    | o | The short-term incentive plan contains multiple performance metrics, such that the performance focus is well balanced across revenue and profit metrics. The payout is capped at 200% of target. |

  103. Mitigating Risk in Our Executive Compensation Program

    | o | The long-term incentive plan includes multiple components: stock options and restricted stock units that vest over time, encouraging retention, and a cash-based plan focused on relative TSR (as well as organic net sales growth and ROIC in fiscal 2024). Payouts under the cash-based plan are capped at 300% of target. |

  104. Mitigating Risk in Our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | ✓ | Place a heavy emphasis on variable, performance-based compensation | × | No excessive perquisites | | ✓ | Have robust stock ownership guidelines | × | No employment agreements | | ✓ | Use a mix of relative and absolute financial performance metrics | × | No pledging or hedging of our stock | | ✓ | Use an independent, external compensation consultant | × | No repricing or exchange of underwater options without shareholder approval | | ✓ | Hold an annual say-on-pay vote | × | No dividends are paid on unvested RSUs. Dividend equivalents in the form of additional RSUs are only payable to the extent the RSUs ultimately vest | | ✓ | Maintain compensation recovery policies in the event of a financial restatement or misconduct | | |

  105. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  106. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | James P. Snee | 2024 | 1,050,000 | - | 2,000,006 | 2,000,187 | 1,842,450 | 1,018,317 | 201,849 | 8,112,809 | | Chairman of the Board, President | 2023 | 1,032,692 | - | 2,000,038 | 1,999,841 | 1,347,400 | 271,507 | 134,501 | 6,785,979 | | and Chief Executive Officer | 2022 | 1,000,000 | 200 | 1,750,042 | 1,749,732 | 4,733,850 | - | 244,278 | 9,478,102 | | Jacinth C. Smiley | 2024 | 554,904 | - | 500,006 | 499,730 | 640,725 | 83,267 | 71,022 | 2,349,654 | | Executive Vice President | 2023 | 513,077 | - | 440,015 | 440,051 | 458,100 | 45,646 | 47,981 | 1,944,870 | | and Chief Financial Officer | 2022 | 482,692 | 200 | 375,039 | 374,967 | 766,768 | 49,923 | 70,964 | 2,120,553 | | Deanna T. Brady | 2024 | 555,000 | - | 450,015 | 450,120 | 576,575 | 458,514 | 70,820 | 2,561,044 | | Executive Vice President | 2023 | 527,307 | - | 400,014 | 400,232 | 432,050 | 118,640 | 36,096 | 1,914,339 | | | 2022 | 466,346 | 200 | 375,039 | 374,967 | 890,610 | - | 72,364 | 2,179,526 | | Colleen R. Batcheler | 2024 | 202,789 | 150,000 | 385,025 | 234,986 | 204,542 | 20,418 | 41,294 | 1,239,054 | | Senior Vice President | | | | | | | | | | | Kevin L. Myers | 2024 | 409,519 | - | 210,001 | 209,935 | 366,555 | 280,093 | 61,686 | 1,537,789 | | Senior Vice President | 2023 | 396,538 | - | 300,025 | 200,116 | 288,100 | 73,610 | 59,598 | 1,317,987 |

  107. SUMMARY COMPENSATION TABLE

    | (1) Includes amounts voluntarily deferred under the 401(k) Plan and the NQDCP. |

  108. SUMMARY COMPENSATION TABLE

    | (2) For fiscal 2024, the amount consists of a one-time bonus paid to Ms. Batcheler in connection with her hiring on June 10, 2024. |

  109. SUMMARY COMPENSATION TABLE

    | (3) Consists of the aggregate grant date fair value of RSUs granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the NYSE closing price for the Company’s common stock on the grant date. |

  110. SUMMARY COMPENSATION TABLE

    | (4) Consists of the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the Black-Scholes valuation model. Assumptions used to calculate these amounts are included in Note A, “Summary of Significant Accounting Policies – Stock-Based Compensation,” and Note M, “Stock-Based Compensation,” of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 27, 2024. |

  111. SUMMARY COMPENSATION TABLE

    | (5) Consists of Operators’ Share Plan and AIP incentive payments earned during the fiscal year, and payouts under the LTIP, as shown in the table below. For the LTIP performance period ending in June 2024, the Company’s relative TSR was below threshold, resulting in no payout. Includes amounts voluntarily deferred under the NQDCP. |

  112. SUMMARY COMPENSATION TABLE

    | Name | Year | Operators’ Share Plan Payment ($) | AIP Payment ($) | LTIP Payout ($) | Total Non-Equity Incentive Plan Compensation ($) | | James P. Snee | 2024 | 294,000 | 1,548,450 | - | 1,842,450 | | | 2023 | 290,000 | 1,057,400 | - | 1,347,400 | | | 2022 | 364,000 | 1,369,600 | 3,000,250 | 4,733,850 | | Jacinth C. Smiley | 2024 | 117,600 | 523,125 | - | 640,725 | | | 2023 | 116,000 | 342,100 | - | 458,100 | | | 2022 | 145,600 | 440,840 | 180,328 | 766,768 | | Deanna T. Brady | 2024 | 117,600 | 458,975 | - | 576,575 | | | 2023 | 116,000 | 316,050 | - | 432,050 | | | 2022 | 145,600 | 418,475 | 326,535 | 890,610 | | Colleen R. Batcheler | 2024 | 33,923 | 170,619 | - | 204,542 | | Kevin L. Myers | 2024 | 102,900 | 263,655 | - | 366,555 | | | 2023 | 101,500 | 186,600 | - | 288,100 |

  113. SUMMARY COMPENSATION TABLE

    | (6) Consists of the annual increase in the actuarial present value of accumulated benefits under the Pension Plan and the SERP. In fiscal 2022, the annual change in the actuarial present value of accumulated benefits under the Pension Plan and the SERP was a negative amount for the following NEOs: Mr. Snee – ($1,282,399) and Ms. Brady – ($671,820). In accordance with SEC rules, the present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See “Pension Benefits” on page 41. No NEO received above-market or preferential earnings on deferred compensation. |

  114. SUMMARY COMPENSATION TABLE

    | (7) All other compensation for fiscal 2024 consists of the following: |

  115. SUMMARY COMPENSATION TABLE

    | ● | Company contributions to the JEPST for fiscal 2024 as follows: Mr. Snee - $24,150; Ms. Smiley - $13,225; Ms. Brady - $12,765; and Dr. Myers - $9,545 |

  116. SUMMARY COMPENSATION TABLE

    | ● | Company matching contributions under the 401(k) Plan for fiscal 2024 as follows: Mr. Snee - $13,800; Ms. Smiley - $12,349; Ms. Brady - $12,396; Ms. Batcheler - $8,363; and Dr. Myers - $13,800 |

  117. SUMMARY COMPENSATION TABLE

    | ● | Company contributions to the NQDCP for 401(k) Plan match amounts that could not be contributed to the 401(k) Plan because of Internal Revenue Code limitations as follows: Mr. Snee - $82,989; Ms. Smiley - $25,949; Ms. Brady - $25,878; and Dr. Myers - $19,835 |

  118. SUMMARY COMPENSATION TABLE

    | ● | The aggregate incremental cost to the Company of a vehicle provided for business and personal use for fiscal 2024 as follows: Mr. Snee - $12,190; Ms. Smiley - $15,379; Ms. Brady - $9,434; Ms. Batcheler - $6,530; and Dr. Myers - $19,835 |

  119. SUMMARY COMPENSATION TABLE

    | ● | The aggregate incremental cost to the Company of use of a Company-owned condominium in Vail, Colorado for fiscal 2024 as follows: Mr. Snee - $6,921 |

  120. SUMMARY COMPENSATION TABLE

    | ● | Costs of physical medical examinations paid for by the Company for fiscal 2024 for: Mr. Snee; Ms. Smiley; Ms. Brady -$10,260; and Dr. Myers |

  121. SUMMARY COMPENSATION TABLE

    | ● | For Ms. Batcheler, relocation benefits of $26,378, including a tax gross up of $5,012 |

  122. SUMMARY COMPENSATION TABLE

    | ● | The value of premiums paid by the Company for life insurance provided for the benefit of the NEOs as follows: $86 for each of the NEOs other than Ms. Batcheler; $24 for Ms. Batcheler. This life insurance is provided to substantially all salaried employees |

  123. SUMMARY COMPENSATION TABLE

    | ● | For Mr. Snee, $59,059, reflecting the aggregate incremental cost to the Company of his use of Company aircraft for personal travel and to attend outside public company board meetings. The aggregate incremental cost to the Company includes landing fees, parking, crew travel expenses, aircraft fuel, and maintenance expenses |

  124. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024 The following table presents information about grants of plan-based awards (equity and non-equity) made during fiscal 2024 to the NEOs. All equity-based grants and AIP awards were made under the stockholder approved Incentive Compensation Plan.

  125. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | | | Award | Operators' | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | | | Approval | Shares(1) | Threshold | Target | Maximum | or Units | Options | Awards | Awards | | Name | Grant Date | Date | (#) | ($) | ($) | ($) | (#) | (#) | ($/Sh.) | ($) | | James P. Snee | | 1/30/2024(1) | 200,000 | | 312,000 | | | | | | | | | 1/30/2024(2) | | 925,000 | 1,850,000 | 3,700,000 | | | | | | | 2/1/2024(3) | 1/30/2024 | | | | | 64,809 | | | 2,000,006 | | | 2/1/2024(4) | 1/30/2024 | | | | | | 359,100 | 30.86 | 2,000,187 | | | | 1/30/2024(5) | | 2,235,550 | 4,471,100 | 13,413,300 | | | | | | Jacinth C. Smiley | | 11/20/2023(1) | 80,000 | | 124,800 | | | | | | | | | 11/20/2023(2) | | 312,500 | 625,000 | 1,250,000 | | | | | | | 12/12/2023(3) | 11/20/2023 | | | | | 15,793 | | | 500,006 | | | 12/12/2023(4) | 11/20/2023 | | | | | | 82,600 | 31.66 | 499,730 | | | | 11/20/2023(5) | | 308,650 | 617,300 | 1,851,900 | | | | | | Deanna T. Brady | | 11/20/2023(1) | 80,000 | | 124,800 | | | | | | | | | 11/20/2023(2) | | 275,000 | 550,000 | 1,100,000 | | | | | | | 12/12/2023(3) | 11/20/2023 | | | | | 14,214 | | | 450,015 | | | 12/12/2023(4) | 11/20/2023 | | | | | | 74,400 | 31.66 | 450,120 | | | | 11/20/2023(5) | | 385,333 | 770,665 | 1,541,330 | | | | | | Colleen R. Batcheler | | 3/25/2024(1) | 60,000 | | 36,000 | | | | | | | | | 3/25/2024(2) | | 101,923 | 203,846 | 407,692 | | | | | | | 6/11/2024(3) | 3/25/2024 | | | | | 4,894 | | | 150,001 | | | 6/11/2024(3) | 3/25/2024 | | | | | 7,668 | | | 235,024 | | | 6/11/2024(3) | 3/25/2024 | | | | | | 40,100 | 30.65 | 234,986 | | | | 3/25/2024(5) | | 186,795 | 373,590 | 1,120,770 | | | | | | Kevin L. Myers | | 11/20/2023(1) | 70,000 | | 109,200 | | | | | | | | | 11/20/2023(2) | | 157,500 | 315,000 | 630,000 | | | | | | | 12/12/2023(3) | 11/20/2023 | | | | | 6,633 | | | 210,001 | | | 12/12/2023(4) | 11/20/2023 | | | | | | 34,700 | 31.66 | 209,935 | | | | 11/20/2023(5) | | 141,825 | 283,650 | 850,950 | | | | |

  126. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (1) The “Operators’ Shares” column discloses the number of Operators’ Shares granted to each NEO for fiscal 2024. The “Target” column shows the target Operators’ Share payment for fiscal 2024 based on the fiscal 2024 target EPS of $1.56. Operators’ Share awards are not subject to minimum thresholds or maximum payouts. For Ms. Batcheler, reflects a prorated portion of an annualized target incentive based on eligible days worked during the plan period. The actual Operators’ Share payment earned in fiscal 2024 for each NEO is included under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. |

  127. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (2) Consists of AIP awards granted for fiscal 2024. These awards include target amounts and are subject to threshold and maximum payouts under the AIP. For Ms. Batcheler, reflects a prorated portion of an annualized target incentive based on eligible days worked during the plan period. The actual AIP payment earned in fiscal 2024 for each NEO was paid subsequent to fiscal year end and is included under “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. |

  128. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (3) Consists of RSUs granted in fiscal 2024. These RSUs vest in full on the third anniversary of the grant date. The grant date fair value is included under “Stock Awards” in the Summary Compensation Table. See “Potential Payments Upon Termination or Change-in-Control” on page 42 for a discussion of how RSUs are treated under various termination scenarios. |

  129. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (4) Consists of stock options granted in fiscal 2024. These stock options vest at 25% per year starting on the first anniversary of the grant date. The grant date fair value is included under “Option Awards” in the Summary Compensation Table. See “Potential |

  130. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | Payments Upon Termination or Change-in-Control” on page 42 for a discussion of how stock options are treated under various termination scenarios. |

  131. GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

    | (5) Consists of LTIP performance awards made in fiscal 2024. The performance period is June 16, 2023 through October 25, 2026. The fiscal 2024 grants included a prorated transitionary target amount added to the annual grant in order to address the change from a June-to-June performance cycle to a performance cycle based on fiscal years. For Ms. Batcheler, reflects a prorated portion of the full target incentive based on length of service during the performance period. The actual cash amounts payable at the end of the performance period under these LTIP performance awards, if any, cannot be determined because the amount earned will be based on the performance of the Company and its peer group in years following fiscal 2024. See “Cash-Based Long-Term Incentive Plan” on page 26 for a description of the LTIP awards and potential payouts for LTIP awards. |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END The following table summarizes the total outstanding equity awards as of October 27, 2024 for each of the NEOs.

  133. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | | OPTION AWARDS | | | | STOCK AWARDS | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | James P. Snee | 107,000 | - | 37.755 | 12/1/2025 | | | | | 277,400 | - | 35.62 | 2/1/2027 | | | | | 365,900 | - | 34.08 | 2/1/2028 | | | | | 335,000 | - | 42.00 | 2/1/2029 | | | | | 205,200 | - | 47.43 | 2/3/2030 | | | | | 167,025 | 55,675 | 46.92 | 2/1/2031 | | | | | 104,900 | 104,900 | 47.11 | 2/1/2032 | | | | | 52,025 | 156,075 | 45.34 | 2/1/2033 | | | | | - | 359,100 | 30.86 | 2/1/2034 | | | | | | | | | 39,853 | 1,237,841 | | | | | | | 46,309 | 1,438,360 | | | | | | | 65,890 | 2,046,541 | | Jacinth C. Smiley | 15,525 | 5,175 | 48.34 | 6/1/2031 | | | | | 27,450 | 27,450 | 42.43 | 12/7/2031 | | | | | 10,775 | 32,325 | 46.84 | 12/6/2032 | | | | | - | 82,600 | 31.66 | 12/12/2033 | | | | | | | | | 9,535 | 296,152 | | | | | | | 9,923 | 308,210 | | | | | | | 16,211 | 503,509 | | Deanna T. Brady(6) | 39,000 | - | 37.755 | 12/1/2025 | | | | | 51,300 | - | 33.31 | 12/6/2026 | | | | | 46,900 | - | 37.10 | 12/5/2027 | | | | | 35,900 | - | 44.91 | 12/4/2028 | | | | | 31,300 | - | 45.54 | 12/3/2029 | | | | | 31,050 | 10,350 | 47.53 | 12/1/2030 | | | | | 27,450 | 27,450 | 42.43 | 12/7/2031 | | | | | 9,800 | 29,400 | 46.84 | 12/6/2032 | | | | | - | 74,400 | 31.66 | 12/12/2033 | | | | Colleen R. Batcheler | - | 40,100 | 30.65 | 6/11/2034 | | | | | | | | | 4,937 | 153,337 | | | | | | | 7,735 | 240,251 | | Kevin L. Myers | 26,000 | - | 37.755 | 12/1/2025 | | | | | 8,100 | - | 37.91 | 4/25/2026 | | | | | 50,600 | - | 33.31 | 12/6/2026 | | | | | 46,900 | - | 37.10 | 12/5/2027 | | | | | 35,300 | - | 44.91 | 12/4/2028 | | |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | | OPTION AWARDS | | | | STOCK AWARDS | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | | 22,800 | - | 45.54 | 12/3/2029 | | | | | 18,075 | 6,025 | 47.53 | 12/1/2030 | | | | | 13,900 | 13,900 | 42.43 | 12/7/2031 | | | | | 4,900 | 14,700 | 46.84 | 12/6/2032 | | | | | - | 34,700 | 31.66 | 12/12/2033 | | | | | | | | | 4,831 | 150,036 | | | | | | | 4,510 | 140,096 | | | | | | | 2,746 | 85,306 | | | | | | | 6,808 | 211,472 |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (1) Stock option grants generally vest in four equal annual installments, starting with one-fourth of the grant vesting on the first anniversary of the grant date. The stock options have a term of ten years. The grant date is thus ten years prior to the option expiration date shown in this table. Specific vesting dates are listed in footnote 2 below. See “Potential Payments Upon Termination or Change-in-Control” on page 42 for a discussion of how stock options are treated under various termination scenarios. |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR END

    | (2) The table below presents the vesting schedule for all unexercisable options held as of October 27, 2024. These options vest on the anniversary of the grant date in the year indicated. |

  137. VESTING SCHEDULE FOR RSUs

    | (6) Ms. Brady retired on October 27, 2024, which was a qualified retirement for purposes of her outstanding equity awards. Her outstanding stock options continue to vest per the original vesting schedule and retain the original expiration date. Ms. Brady’s RSUs vested on her retirement date, including accrued dividend equivalents in the form of additional RSUs, and are included in the following table. |

  138. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024 The following table summarizes the option awards exercised and stock awards vested during fiscal 2024 by each of the NEOs.

  139. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized On Vesting ($)(1) | | James P. Snee | - | - | 38,129 | 1,176,651 | | Jacinth C. Smiley | - | - | 22,293 | 690,645 | | Deanna T. Brady(3) | 51,600 | 287,694 | 40,149 | 1,248,845 | | Colleen R. Batcheler | - | - | - | - | | Kevin L. Myers | 34,800 | 217,128 | 4,604 | 144,183 |

  140. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    | (1) For Option Awards, amount is the difference between the market price (current NYSE price or NYSE current day closing price, depending on exercise method) of the Company’s common stock at the time of exercise and the exercise price of the options. For Stock Awards, the value realized is calculated using the closing price of the Company’s common stock on the vesting date. |

  141. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    | (2) RSUs vested includes dividend equivalents in the form of additional RSUs that accrued during the vesting period. |

  142. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    | (3) Ms. Brady retired on October 27, 2024, and all of her outstanding RSUs vested on that date. |

  143. PENSION BENEFITS

    PENSION BENEFITS The following table shows the present value of accumulated benefits that NEOs are entitled to under the Pension Plan and SERP as of October 27, 2024. In accordance with SEC rules, the present value of accumulated benefits that NEOs are entitled to under these plans was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements (except for retirement age). See Note G, “Pension and Other Post-retirement Benefits,” of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 27, 2024. The material terms of these plans are described under “Pension Plans” on page 29 and “Supplemental Executive Retirement Plan” on page 30.

  144. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | James P. Snee(1) | Pension Plan | 35-6/12 | 989,821 | - | | | SERP | 35-6/12 | 3,942,651 | - | | Jacinth C. Smiley | Pension Plan | 3-7/12 | 75,272 | - | | | SERP | 3-7/12 | 177,484 | - | | Deanna T. Brady(2) | Pension Plan | 28-2/12 | 883,987 | - | | | SERP | 28-2/12 | 1,389,707 | - | | Colleen R. Batcheler | Pension Plan | 5/12 | 17,638 | - | | | SERP | 5/12 | 2,780 | - | | Kevin L. Myers(1) | Pension Plan | 23-3/12 | 674,608 | - | | | SERP | 23-3/12 | 723,411 | - |

  145. PENSION BENEFITS

    (1) Mr. Snee and Dr. Myers are eligible for early retirement under both the Pension Plan and the SERP.

  146. PENSION BENEFITS

    | (2) Ms. Brady retired October 27, 2024, the last day of fiscal 2024. |

  147. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table shows information about each NEO’s participation in the NQDCP. The material terms of the NQCDP are described under “Nonqualified Deferred Compensation Plan” on page 30.

  148. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at October 27, 2024 ($)(1) | | James P. Snee | - | 82,989 | 685,454 | - | 5,351,572 | | Jacinth C. Smiley | - | 25,949 | 254,102 | - | 1,004,808 | | Deanna T. Brady | - | 25,878 | 48,072 | - | 399,476 | | Colleen R. Batcheler | - | - | - | - | - | | Kevin L. Myers | 21,110 | 15,157 | 429,820 | - | 1,794,519 |

  149. NONQUALIFIED DEFERRED COMPENSATION

    | (1) The following table identifies amounts that have already been reported as compensation in our Summary Compensation Table for the current and prior years: |

  150. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Amount of Fiscal 2024 Contributions and Earnings Reported as Compensation in Fiscal 2024 Summary Compensation Table ($) | Amounts in “Aggregate Balance at October 27, 2024” Column Reported as Compensation in Summary Compensation Tables for Prior Years ($) | | James P. Snee | 82,989 | 4,096,689 | | Jacinth C. Smiley | 25,949 | 682,738 | | Deanna T. Brady | 25,878 | 149,998 | | Colleen R. Batcheler | - | - | | Kevin L. Myers | 36,267 | 13,139 |

  151. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Our NEOs do not have employment agreements with the Company. Consequently, no executive officer has any right to cash severance except for Ms. Smiley. The Company’s offer of employment to Ms. Smiley included a right to a severance payment in the event of the involuntary termination without cause of her employment with the Company. This severance payment includes the value of her June 1, 2021 grant, her June 1, 2021 stock option grant and her three initial prorated LTIP performance awards, to the extent those awards do not vest prior to the termination of her employment. All of the awards are now fully vested, except for 25% of the June 1, 2021 stock option grant. Our stock option awards include standard provisions that result in the vesting or forfeiture of awards upon termination of employment, depending on the reason for termination. These provisions are summarized as follows:

  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Death: All stock options vest immediately; |

  153. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Qualified Retirement: Results in the continued vesting of stock options per the original vesting schedule; |

  154. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Disability: For stock options granted under the Incentive Compensation Plan, results in the continued vesting of stock options per the original vesting schedule; for stock options granted under our prior long term incentive plan, the 2009 Long-Term Incentive Plan (the “Prior Plan”), stock options vest immediately; |

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Voluntary Termination of Employment: Vesting ends under the Incentive Compensation Plan; stock options granted under the Prior Plan continue to vest for a three-month post termination period; |

  156. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Change in Control of the Company: |

  157. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | o | For stock options granted under the Incentive Compensation Plan, upon a change in control of the Company via a corporate transaction such as a merger, a sale of assets, or a tender or exchange offer, if the stock options are not continued or replaced by the surviving entity, then the stock options fully vest and the Compensation Committee may in its discretion permit some or all stock options to be exchanged for a cash payment; |

  158. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | o | For stock options granted under the Incentive Compensation Plan, upon a change in control of the Company that does not involve a corporate transaction, the Compensation Committee may in its discretion take action that the Committee deems appropriate, including accelerating vesting of stock options or permitting the exchange of stock options for a cash payment; and |

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | o | For stock options granted under the Prior Plan, upon a change in capital structure of the Company, including a change in control of the Company via a merger, a sale of assets, or a tender or exchange offer, the Compensation Committee may in its discretion take action that the Committee deems appropriate, including accelerating vesting of stock options or permitting the exchange of stock options for a cash payment or substitute stock options; |

  160. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Termination for Cause: Unexercised stock options are forfeited immediately, whether vested or unvested; and |

  161. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Other Provisions: For stock options granted under the Incentive Compensation Plan, unexercised stock options, whether vested or unvested, will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation, or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company while employed by the Company and for purposes of clauses (1) and (2) only, for the one-year period immediately following termination of such employment. For stock options granted under the Prior Plan, stock options will be cancelled upon rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company and stock options are forfeited immediately upon breach of a confidentiality or non-compete agreement, as determined by the Compensation Committee. |

  162. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Our RSU awards include standard provisions that result in the vesting or forfeiture of awards upon termination of employment, depending on the reason for termination. These provisions are summarized as follows:

  163. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Death, Qualified Retirement, Disability: All RSUs vest immediately; |

  164. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Other Separation Events: All unvested RSUs are forfeited upon termination of employment for reasons other than the death, qualified retirement or disability; |

  165. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Change in Control of the Company: |

  166. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | o | Upon a change in control of the Company via a corporate transaction such as a merger, a sale of assets, or a tender or exchange offer, if the RSUs are not continued or replaced by the surviving |

  167. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | entity, then the RSUs fully vest and the Compensation Committee may in its discretion permit some or all RSUs to be settled in cash; and |

  168. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | o | Upon a change in control of the Company that does not involve a corporate transaction, the Compensation Committee may in its discretion take action that the Committee deems appropriate, including accelerating vesting of RSUs or permitting the settlement of RSUs in cash; |

  169. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Other Provisions: RSUs will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company while employed by the Company and for purposes of clauses (1) and (2) only, for the one-year period immediately following termination of such employment. |

  170. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Our LTIP performance award agreements include standard provisions that result in the vesting or forfeiture of awards upon termination of employment, depending on the reason for termination. These provisions are summarized as follows:

  171. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Death: Results in calculation of an award based on actual performance as if the performance period ended on the date of death, and payment is made to the employee’s beneficiary of a prorated amount based on the employee’s period of employment during the performance period; |

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Qualified Retirement or Disability: Results in a payment after the end of the performance period equal to the amount that would have been earned based on actual performance over the entire performance period prorated based on the employee’s period of employment; |

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Other Separation Events: Termination of employment for any reason other than qualified retirement, disability or death results in forfeiture of all award rights; and |

  174. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Change in Control of the Company: A change in control of the Company results in calculation of an award based on actual performance as if the performance period ended on the date the change in control occurred, and payment of the award to the employee is made without proration; |

  175. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | ● | Other Provisions: LTIP awards will be cancelled upon (1) a material breach of the Company’s Code of Ethical Business Conduct, (2) a breach of any nondisclosure or similar obligation or (3) rendering services for any organization or engaging directly or indirectly in any business that is competitive with, prejudicial to or in conflict with the interests of the Company while employed by the Company and for purposes of clauses (1) and (2) only, for the one-year period immediately following termination of such employment. |

  176. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    All NEOs have signed the Company’s current form of confidentiality, non-compete, non-solicitation and invention assignment agreement. Following termination of employment for any reason, our executive officers receive payment of retirement benefits and nonqualified deferred compensation benefits under the plans in which they participate. The value of those benefits is set forth in the sections above entitled “Pension Benefits” and “Nonqualified Deferred Compensation.” Upon termination of employment caused by the death of an executive officer, the SIPE would provide a death benefit to the executive’s survivors. The value of those benefits is described above under “Survivor Income Protection Plan.” The following table shows the potential payment of LTIP performance awards, the potential value of stock option awards with accelerated or continued vesting and the potential value of RSUs with accelerated vesting for each of the NEOs upon death, qualified retirement, disability, or change in control of the Company, assuming such event occurred as of October 27, 2024.

  177. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

  178. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | | Death | Qualified Retirement or Disability | | | Change in Control | | | Potential | Potential Value or Payment ($)(1)(2)(4)(5) | | | Potential | | | Value or Payment | Threshold | Target | Maximum | Value or Payment | | Name | ($)(1)(2)(3) | ($) | ($) | ($) | ($)(1)(2)(3)(6) | | James P. Snee | | | | | | | Stock Options | 71,820 | 71,820 | 71,820 | 71,820 | 71,820 | | RSUs | 4,722,735 | 4,722,735 | 4,722,735 | 4,722,735 | 4,722,735 | | LTIP award (6/22-6/25) | - | 1,365,000 | 2,730,000 | 8,190,000 | - | | LTIP award (6/23-10/26) | - | 894,220 | 1,788,440 | 5,365,320 | - | | Total | 4,794,555 | 7,053,775 | 9,312,995 | 18,349,875 | 4,794,555 | | Jacinth C. Smiley(7) | | | | | | | Stock Options | - | - | - | - | - | | RSUs | 1,107,879 | 1,107,879 | 1,107,879 | 1,107,879 | 1,107,879 | | LTIP award (6/22-6/25) | - | 175,500 | 351,000 | 1,053,000 | - | | LTIP award (6/23-10/26) | - | 123,460 | 246,920 | 740,760 | - | | Total | 1,107,879 | 1,406,839 | 1,705,799 | 2,901,639 | 1,107,879 | | Deanna T. Brady(8) | | | | | | | Stock Options | | - | - | - | | | RSUs | | 1,029,511 | 1,029,511 | 1,029,511 | | | LTIP award (6/22-6/25) | | 156,250 | 312,500 | 937,500 | | | LTIP award (6/23-10/26) | | 51,378 | 102,755 | 308,265 | | | Total | | 1,237,139 | 1,444,766 | 2,275,276 | | | Colleen R. Batcheler | | | | | | | Stock Options | 16,441 | 16,441 | 16,441 | 16,441 | 16,441 | | RSUs | 393,592 | 393,592 | 393,592 | 393,592 | 393,592 | | LTIP award (6/22-6/25) | - | 59,925 | 119,850 | 359,550 | - | | LTIP award (6/23-10/26) | - | 74,718 | 149,436 | 448,308 | - | | Total | 410,033 | 544,676 | 679,319 | 1,217,891 | 410,033 | | Kevin L. Myers | | | | | | | Stock Options | - | - | - | - | - | | RSUs | 586,848 | 586,848 | 586,848 | 586,848 | 586,848 | | LTIP award (6/22-6/25) | - | 93,600 | 187,200 | 561,600 | - | | LTIP award (6/23-10/26) | - | 56,730 | 113,460 | 340,380 | - | | Total | 586,848 | 737,178 | 887,508 | 1,488,828 | 586,848 |

  179. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (1) Stock options are valued based on the difference between the $31.06 closing price of the Company’s stock on October 25, 2024, the last trading day of the fiscal year, and the applicable exercise price of the stock options. Stock options with an exercise price in excess of the $31.06 closing price on October 25, 2024 have no value for this purpose. Exercisable stock options would not be affected by this termination event. |

  180. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (2) RSUs are valued based on the $31.06 closing price of the Company’s stock on October 25, 2024, the last trading day of the fiscal year. |

  181. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (3) Payments for LTIP performance awards upon death or change in control of the Company are based on actual Company performance through October 27, 2024. Payments for such awards upon death are prorated based on employment from the beginning of the performance period through October 27, 2024. |

  182. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (4) Unexercisable stock options granted under the Incentive Compensation Plan continue to vest per the original vesting schedule upon qualified retirement or disability and such stock options thus would not be affected by these termination events. Exercisable stock options would not be affected by these termination events. |

  183. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (5) Qualified retirement or disability results in a payment for LTIP performance awards after the end of the performance period equal to the amount that would have been earned over the entire performance period prorated based on the employee’s actual period of employment. These columns thus show the potential threshold, target and maximum payments for such awards, each prorated based on employment from the beginning of the performance period through October 27, 2024. The actual payment would not be determined until after the performance period end date for each award. |

  184. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (6) For this table, it is assumed that the Compensation Committee exercised its discretion to accelerate vesting of all stock options and RSUs upon a change in control of the Company. |

  185. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (7) The Company’s offer of employment to Ms. Smiley included a right to a severance payment in the event of the involuntary termination without cause of her employment with the Company. The total amount of Ms. Smiley’s severance payment if this event occurred on October 27, 2024 would have been $43,750. |

  186. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2024 YEAR END

    | (8) Ms. Brady retired on October 27, 2024, which was a qualified retirement for purposes of her incentive awards. This table thus discloses values only for that event. |

  187. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE We determined that the fiscal 2024 annual total compensation, determined in accordance with Item 402(c)(2)(x) of Regulation S-K, of the median compensated employee of our adjusted employee population, other than our CEO, James P. Snee, was $54,929. Mr. Snee’s fiscal 2024 annual total compensation, as reported in the Summary Compensation Table on page 36, was $8,112,809. Therefore, the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation was 148 to 1. As of October 27, 2024, our total employee population consisted of 19,882 employees, of which 18,253 were located in the United States, and 1,629 were located in non-US jurisdictions. Pursuant to SEC rules, we excluded 23 employees from the following countries under the de minimis exemption: Australia (8); Canada (4); Hong Kong (1); Japan (2); Philippines (3), Mexico (2) and Singapore (3). After applying this exemption, our adjusted employee population used for purposes of identifying the median employee consisted of 19,859 employees of which 18,253 were located in the United States and 1,606 were located in non-US jurisdictions. Our median compensated employee was identified on October 27, 2024. To identify the median compensated employee, we used total annual cash compensation, including base salary, actual bonus paid and overtime and allowances, as applicable, paid in fiscal 2024. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.

  188. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by the pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between “compensation actually paid” to our NEOs and certain of our financial performance metrics for each of the past four fiscal years. For a discussion of our compensation program and how our Compensation Committee seeks to align pay with performance, please refer to the Compensation Discussion and Analysis starting on page 19.

  189. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth additional compensation information for our CEO and our remaining NEOs (“Other NEOs”) in addition to our TSR, the TSR of our peer group, our net income, and our EBIT performance results for fiscal 2021, 2022, 2023, and 2024.

  190. Pay Versus Performance Table

    | | | | | | Year-end value of $100 invested(3) on 10/25/2020 in: | | | | | Year | Summary Comp. Table Total for CEO ($)(1) | Comp. Actually Paid to CEO ($)(1) (2) | Average Summary Comp. Table Total for Non-CEO NEOs ($)(1) | Average Comp. Actually Paid to Non-CEO NEOs ($)(1) (2) | Hormel Foods Corp. TSR ($) | S&P 500 Packaged Foods & Meats TSR ($)(4) | Net Income (in millions) ($) | EBIT(5) (in millions) ($) | | 2024 | 8,112,809 | 7,288,900 | 1,921,885 | 1,738,845 | 69.65 | 119.20 | 805 | 1,093 | | 2023 | 6,785,979 | 457,795 | 1,619,357 | 578,001 | 67.95 | 105.48 | 794 | 1,073 | | 2022 | 9,478,102 | 12,885,280 | 1,567,860 | 2,079,025 | 98.81 | 121.58 | 1,000 | 1,312 | | 2021 | 9,957,474 | 6,520,178 | 2,144,105 | 1,614,827 | 87.16 | 104.50 | 909 | 1,122 |

  191. Pay Versus Performance Table

    | (1) For 2021, 2022, 2023, and 2024 the CEO was James P. Snee. The Other NEOs were as follows: |

  192. Pay Versus Performance Table

    | a. | 2021: James N. Sheehan, Deanna T. Brady, Jacinth C. Smiley, Glenn R. Leitch, and Lori J. Marco. |

  193. Pay Versus Performance Table

    | b. | 2022: Deanna T. Brady, Jacinth C. Smiley, Lori J. Marco, Mark A. Coffey, and James N. Sheehan. |

  194. Pay Versus Performance Table

    | c. | 2023: Jacinth C. Smiley, Deanna T. Brady, Kevin L. Myers, and Mark A. Coffey. |

  195. Pay Versus Performance Table

    | d. | 2024: Jacinth C. Smiley, Deanna T. Brady, Colleen R. Batcheler, and Kevin L. Myers. |

  196. Pay Versus Performance Table

    | (2) See the following table for details on the calculation of compensation actually paid. Compensation actually paid for 2023, 2022, and 2021 as reflected in last year’s disclosure have been adjusted to incorporate changes in valuation assumptions used for stock option awards and the fiscal years in which RSUs and stock options were considered to vest for NEOs who have retired. |

  197. Pay Versus Performance Table

    | (3) Company and peer group TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on October 25, 2020, the last trading day of fiscal 2020. |

  198. Pay Versus Performance Table

    | (4) For purposes of the table, the Company’s peer group is the S&P 500 Packaged Foods & Meats, as reflected in our shareholder return performance graph in our Annual Report on Form 10-K, which was filed with the SEC on December 5, 2024. |

  199. Pay Versus Performance Table

    | (5) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2024 to our company’s performance, is EBIT. See our Annual Report on Form 10-K for a reconciliation of GAAP measures to non-GAAP adjusted measures. |

  200. Pay Versus Performance Table

    Compensation actually paid was determined by making the following adjustments:

  201. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | | Total Compensation from Summary Compensation Table | 8,112,809 | 1,921,885 | 6,785,979 | 1,619,357 | 9,478,102 | 1,567,860 | 9,957,474 | 2,144,105 | | Adjustments for Defined Benefit and Actuarial Pension Plans: | | | | | | | | | | Subtraction: Aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the Summary Compensation Table | (1,018,317) | (210,573) | (271,507) | (85,877) | -- | (9,985) | (556,138) | (205,792) | | Addition: Current year service cost | 270,159 | 60,578 | 192,538 | 53,419 | 375,753 | 68,584 | 357,148 | 82,976 | | Subtraction: Prior service cost | -- | -- | -- | -- | (300,808) | (19,715) | -- | -- | | Total Adjustments for Pensions: | (748,158) | (149,995) | (78,969) | (32,458) | 74,945 | 38,884 | (198,990) | (122,816) | | Adjustments for Stock and Option Awards(A): | | | | | | | | | | Subtraction: Summary Compensation Table amounts of stock and option awards(B) | (4,000,193) | (734,955) | (3,999,879) | (650,203) | (3,499,774) | (448,046) | (3,349,748) | (739,952) | | Addition: Year-end fair value of awards granted in the current year that are outstanding and unvested at year-end(C) (D) | 4,203,524 | 724,949 | 1,998,942 | 313,478 | 3,957,165 | 653,765 | 2,778,877 | 536,925 | | Addition (Subtraction): The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year(C) (D) | (110,136) | (15,598) | (3,709,296) | (661,349) | 1,970,544 | 241,723 | (2,090,871) | (215,468) | | Addition: Fair values at vest date for awards granted and vested in covered fiscal year(C) (D) (E) | -- | -- | -- | -- | -- | -- | -- | 78,005 | | Addition (Subtraction): The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year(C) (D) | (168,946) | (7,442) | (538,982) | (10,824) | 904,298 | 24,839 | (576,564) | (65,972) | | Total Adjustments Stock and Option Awards | (75,751) | (33,046) | (6,249,215) | (1,008,898) | 3,332,233 | 472,281 | (3,238,306) | (406,462) | | Compensation Actually Paid (as calculated) | 7,288,900 | 1,738,845 | 457,795 | 578,001 | 12,885,280 | 2,079,025 | 6,520,178 | 1,614,827 |

  202. Pay Versus Performance Table

    | (A) Certain NEOs in each of the covered fiscal years are retirement eligible. Adjustments to the vesting of RSU awards, which accelerate upon a qualified retirement, have not been made for retirement-eligible NEOs that remained employed during the covered year, as those awards remain subject to forfeiture until a termination of service due to retirement occurs. Adjustments related to retirement for the purposes of calculating compensation |

  203. Pay Versus Performance Table

    | actually paid were only made for NEOs who retired during any of the covered fiscal years, and includes the accelerated vesting of RSUs and accrued dividend equivalents. Stock options continue to vest after retirement as scheduled per the award agreements and are considered outstanding upon the NEO’s retirement for purposes of these pay versus performance disclosures. |

  204. Pay Versus Performance Table

    | (B) Summary Compensation Table values include the grant date fair values of equity calculated in accordance with FASB ASC Topic 718 and as such do not include any dividend equivalents for RSUs. |

  205. Pay Versus Performance Table

    | (C) Stock options are calculated based on the Black-Scholes methodology at year-end or at vest. |

  206. Pay Versus Performance Table

    | (D) Fair values at vest date and year-end fair values include the value of accrued dividend equivalents. |

  207. Pay Versus Performance Table

    | (E) Values reflect RSU grants that were granted and accelerated in connection with a qualified retirement in fiscal year 2021. |