DEF 14A of Del Monte Corp, Apr 26, 2024

DEF 14A of Del Monte Corp

Filed Apr 26, 2024 · FY20230001193125-24-115855

Open on EDGAR

  1. What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

    What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement? Under the laws of the Cayman Islands and our Second Amended and Restated Memorandum and Articles of Association, directors are elected and the ratification of auditors is deemed approved when they are approved by an “Ordinary Resolution” which is defined as simple majority of the votes cast by such Shareholders on such matter as, being entitled to do so, in person or by proxy. Proposal 3 is a non-binding advisory vote. This means that while we ask shareholders to approve a resolution regarding Say on Pay, it is not an action that requires shareholder approval.

  2. What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

    | Proposal | Vote Requirement | | Election of Directors | Majority of the Votes Cast | | Ratification of Auditors | Majority of the Votes Cast | | “Say on Pay” | Majority of the Votes Cast |

  3. What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

    Abstentions will have no effect on the outcome of the vote for any of the Proposals under Cayman Islands law.

  4. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  5. Director/Director Nominee Biographies

    Director/Director Nominee Biographies Each director and director nominee’s principal occupation and other pertinent information about particular experiences, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director appears on the following pages.

  6. Director Nominees

    Director Nominees

  7. Class III Directors

    Class III Directors

  8. Class III Directors

    | Mohammad Abu-Ghazaleh Director Since: 1996 Age: 82 Chairman and Chief Executive Officer, Fresh Del Monte Produce Inc. Biography: Since 1996, Mr. Abu-Ghazaleh has served as our Chairman and Chief Executive Officer. He serves as the Chairman of the Royal Jordanian Air Academy, Arab Wings, and Queen Noor Civil Aviation Technical College. Mr. Abu-Ghazaleh also serves as Chairman of the Abdali Clemenceau Hospital project, a $290 million development project in Amman, Jordan. He is a founding shareholder of Clemenceau Medical Center in Beirut, Lebanon. Mr. Abu-Ghazaleh currently serves on the board of directors of United Cable Industries Company, a Jordanian public company. Previously, Mr. Abu-Ghazaleh served as Chairman of International General Insurance Co. until its listing on NASDAQ in 2020. He served on the board of directors of Bank Misr Liban from 2007 to 2018 and Jordan Kuwait Bank from 2004 to 2011. Mr. Abu-Ghazaleh and Mr. Amir Abu-Ghazaleh are brothers. Mr. Abu-Ghazaleh is Mr. Ahmad Abu-Ghazaleh’s father. Skills & Qualifications: Mr. Abu-Ghazaleh brings to the Board a unique understanding of our strategies and operations gained through over 20 years of executive leadership of our Company and over 45 years of experience in the fresh produce-related businesses serving in operations, management and executive leadership roles. | Experience Highlights: Leadership, Public Company Board, Industry, International, ERM/Risk Management, M&A/Integration, Operations/Human Capital Other Public Boards: United Cables Industries Company (Jordan). |

  9. Class III Directors

    | | 2024 Proxy Statement | Election of Directors | 13 |

  10. Class III Directors

    | Ahmad Abu-Ghazaleh Director Since: 2018 Age: 47 Vice Chairman and Chief Executive Officer, Royal Jordanian Air Academy, Arab Wings, Queen Noor Technical College and Gulf Wings Biography: Since 2003, Mr. Abu-Ghazaleh has served as the Vice Chairman and Chief Executive Officer of the Royal Jordanian Air Academy, a flight training academy, Arab Wings, a private jet charter and aircraft management company, Queen Noor Technical College, a private engineering college, and Gulf Wings, a private jet charter company. He also serves as the Vice Chairman and Chief Executive Officer of the Abdali Clemenceau Hospital project in Amman, Jordan. He is the founder of the MMAG Foundation campus in Amman, a free art school, exhibition space and community center. Mr. Abu-Ghazaleh is an active member of several museum councils and advisory groups. Mr. Abu-Ghazaleh currently serves on several boards of directors of private and public organizations, including Queen Rania Foundation, Endeavor Jordan and The American Center for Oriental Research (ACOR), Jordan’s Investment Council and the Center for Strategic Studies Jordan University. He has served as the Chairman of United Cables Industries Company (UCIC), a Jordanian public company, since 2013 and of Augustus Management International since July 2016. He previously served as the Chairman of National Poultry Company (NPC), a Jordanian public company and on the boards of directors of Banque Misr Liban, Arab Pharmaceutical Company and Modern Pharma, both publicly traded companies that were merged and sold to Hikma Pharmaceuticals. Mr. Abu-Ghazaleh is the son of Mr. Mohammad Abu-Ghazaleh and the nephew of Mr. Amir Abu-Ghazaleh. Skills & Qualifications: Mr. Abu-Ghazaleh brings to the Board over 15 years of management experience in global operations, as well as extensive experience in the transportation and food industries. | Experience Highlights: Leadership, Public Company Board, Industry, International Other Public Boards: United Cables Industries Company (Jordan). |

  11. Class III Directors

    | 14 | Election of Directors | 2024 Proxy Statement | |

  12. Class III Directors

    | Dr. Ajai Puri Director Since: 2024 Age: 70 Non-Executive Director, Britannia Industries Ltd, Olam International, IMI PLC, Califa Farms LP Biography: Dr. Puri currently serves as a board member of Britannia Industries Ltd. (India), an Indian public company and India’s largest independent food company; Olam Group Limited (Singapore), a Singaporean public company and a leading global food and agriculture business; and IMI plc (U.K.), a specialist engineering and technology group that is listed on the London Stock Exchange. Additionally, Dr. Puri has served as a board member of privately-held Califia Farms LP, a leading plant-based milks company since October 2021. As part of his executive career, Dr. Puri spent over 20 years at Minute Maid (part of The Coca-Cola Company) where he played an integral role in building the company’s global juice platform with products like Simply Orange™ and Minute Maid Pulpy™. Dr. Puri holds a B.S. from the University of Agricultural Sciences, Bangalore, India; an M.S. from the Central Food Technological Research Institute, Mysore, India; an M.B.A. from the Crummer Business School, Rollins College, and a Ph.D. in Food Science from the University of Maryland. Skills & Qualifications: Mr. Puri brings to the Board extensive experience in the food and beverage industry and years of global R&D, innovation, supply chain development and consumer marketing experience. | Experience Highlights: Leadership, Public Company Board, Finance/Accounting, Industry, International, Operations/Human Capital Independent Committees: Audit Governance Other Public Boards: Britannia Industries Ltd. (India) Olam Group Limited (Singapore) IMI plc (U.K.) |

  13. Continuing Directors

    Continuing Directors

  14. Class I Directors

    Class I Directors

  15. Class I Directors

    | Amir Abu-Ghazaleh Director Since: 1996 Age: 77 General Manager, Abu-Ghazaleh & Sons Co. Ltd. Biography: Since 1987, Mr. Abu-Ghazaleh has served as the General Manager of Ahmed Abu-Ghazaleh & Sons Co. Ltd., a marketer and distributor of fresh fruit and vegetables. Mr. Abu-Ghazaleh serves on the boards of directors of Clemenceau Medical Center, Arab Wings and Royal Jordanian Air Academy. He also serves as the Chairman of Abu-Ghazaleh Investments (AGI). He previously served on the board of International General Insurance Co. Ltd in Jordan. Mr. Abu-Ghazaleh and Mr. Mohammad Abu-Ghazaleh are brothers, and Mr. Abu-Ghazaleh is the uncle of Mr. Ahmad Abu-Ghazaleh. Skills & Qualifications: Mr. Abu-Ghazaleh brings to the Board over 20 years of executive, management and operating experience in the wholesale fresh fruit-related businesses, experience in marketing, finance, corporate governance matters and international business with extensive knowledge of the Middle East markets. | Experience Highlights: Leadership, Public Company Board, Finance/Accounting, Industry, International, M&A/Integration |

  16. Class I Directors

    | | 2024 Proxy Statement | Election of Directors | 15 |

  17. Class I Directors

    | Mary Ann Cloyd Director Since: 2019 Age: 69 Former Senior Partner, PricewaterhouseCoopers LLP Biography: From 1990 until her retirement in June 2015, Ms. Cloyd was a senior Partner with PricewaterhouseCoopers LLP (“PwC”), a global professional services firm. During her 25 years as a partner at PwC, Ms. Cloyd served in multiple leadership positions, including leading PwC’s Center for Board Governance from 2012 until her retirement in 2015. Ms. Cloyd is a retired Certified Public Accountant. Ms. Cloyd has served as a director of Ekso Bionics Holdings, Inc., a publicly-traded company focused on exoskeleton technology, since 2020. Previously, Ms. Cloyd served as a director of Bellerophon Therapeutics, Inc., a publicly-traded clinical-stage biotherapeutics company, from February 2016 until March 2024, and as a director of Angel Pond Holdings Corporation, a publicly-traded special purpose acquisition company, from March 2021 until December 2022. Since April 2018, she has served as a director of NCMIC Group, Inc., a private mutual insurance and financial services company. Between 2004 and 2013, Ms. Cloyd served on both PwC’s Global and U.S. Boards of Partners and Principals. Ms. Cloyd also is on the Board of Directors for the Geffen Playhouse, the Caltech Associates Board, and the Advisory Board of the UCLA Iris Cantor Women’s Health Center. Skills & Qualifications: Ms. Cloyd brings to the Board 40 years of public accounting/advisory experience, significant experience in corporate governance matters and experience in risk management and oversight. | Experience Highlights: Leadership, Public Company Board, Finance/Accounting, ERM/Risk Management, M&A/Integration, Operations/Human Capital Independent Committees: Audit (Chair) Governance Other Public Boards: Ekso Bionics Holdings, Inc. |

  18. Class I Directors

    | 16 | Election of Directors | 2024 Proxy Statement | |

  19. Class II Directors

    Class II Directors

  20. Class II Directors

    | Lori Tauber Marcus Director Since: 2021 Age: 61 Founder of Courtyard Connections, LLC, Board Advisor and Retired Chief Marketing Officer Biography: Ms. Marcus is an experienced Chief Marketing Officer with over 35 years of experience in consumer-facing industries. Ms. Marcus is the founder of Courtyard Connections, LLC, an advisory firm focused on marketing and leadership in consumer goods, retail, food service, and consumer technology. From 2017 to 2020, Ms. Marcus worked with the Harvard Business School’s Kraft Precision Medicine Accelerator as Chair of Direct to Patient Initiative. In 2016, Ms. Marcus served as Interim Chief Marketing Officer for Peloton Interactive, Inc., a fitness platform company that went public in 2019. From 2013 to 2015, Ms. Marcus was the Executive Vice President and Chief Global Brand and Product Officer at Keurig Green Mountain, Inc., a publicly-traded coffee and coffee application company. From 2011 to 2012, she was Chief Marketing Officer at The Children’s Place, a publicly-traded children’s clothing company. Ms. Marcus previously spent 24 years with PepsiCo in marketing & general management positions of increasing responsibility, culminating in her appointment as Senior Vice President, Marketing Activation for PepsiCo Beverages, North America. Since January 2021, Ms. Marcus has served on the board of 24-Hour Fitness, a privately-held fitness company. In 2023, she joined the board of PRIMO Water Corporation, a publicly-traded home/office delivery, pure-play water company. Ms. Marcus was a board director for Phunware, Inc, a publicly-traded enterprise software company from December 2018 to September 2021. Ms. Marcus previously served on the boards of the following privately-held companies: Golub Corporation; DNA Diagnostic Center; and Talalay Global. Since 2004, Ms. Marcus has served on the board of the Multiple Myeloma Research Foundation. Skills & Qualifications: Ms. Marcus brings to the Board strategic vision, strong business and general management acumen with direct-to-consumer expertise in e-commerce, digital marketing and social media to grow consumer-facing businesses worldwide. | Experience Highlights: Leadership, Public Company Board, Industry, International, Operations/Human Capital Independent Committees: Audit Compensation Governance Other Public Boards: PRIMO Water |

  21. Class II Directors

    | | 2024 Proxy Statement | Election of Directors | 17 |

  22. Class II Directors

    | Michael J. Berthelot Director Since: 2006 Age: 73 Chief Executive Officer, Cito Capital Corporation Biography: Since 2004, Mr. Berthelot has served as the Chief Executive Officer of Cito Capital Corporation, a strategic consulting firm, and, since 2010, as Managing Principal and founder of Corporate Governance Advisors Inc., a consulting firm that provides board evaluation and advisory services. Mr. Berthelot is a Certified Public Accountant. Mr. Berthelot is also a faculty member of the University of California San Diego’s Rady School of Management, where he teaches corporate governance in the MBA program. From February 2019 until June 2020, Mr. Berthelot served on the board of PenChecks Inc., a privately held financial services company. From 1992 to 2003, he served as Chairman and Chief Executive Officer of TransTechnology Corporation, a publicly-traded multinational manufacturing firm, and from 2003 until 2006, he continued to serve as its non-executive Chairman. From 2009 to 2013, Mr. Berthelot served on the board of directors of Pro-Dex, Inc., a medical device manufacturer, where he also served as the Chief Executive Officer and President from 2012 to 2013. Skills & Qualifications: Mr. Berthelot brings to the Board extensive management and operating experience, including in his previous role as a chief executive officer of a publicly-traded multinational manufacturing and distribution business, as well as significant experience and corporate governance matters as well as accounting and financial reporting. | Experience Highlights: Leadership, Public Company Board, Finance/Accounting, International, ERM/Risk Management, M&A/Integration Lead Independent Director Committees: Compensation (Chair) Audit |

  23. Class II Directors

    | Charles Beard, Jr. Director Since: 2020 Age: 61 Partner, Chief Operating Officer, Guidehouse, Inc., Retired Senior Partner, PricewaterhouseCoopers LLP Biography: Since 2018, Mr. Beard has served as the Chief Operating Officer of global consultancy firm Guidehouse, Inc. and is responsible for the day-to-day execution of the company’s enterprise services, risk and quality management strategy. He has more than 30 years of experience in professional advisory services focusing on cybersecurity and technology-enabled operational transformations. He was previously with PwC, where his practice focused on cybersecurity-related services and corporate transactions in the technology sector. He is the former General Manager of the Cybersecurity and Intelligence Unit of SAIC, where he also served as the company’s Chief Information Officer. He is the former Senior Vice President and Chief Information Officer for Science Applications International Corporation (now Leidos), and General Manager of the Cybersecurity and Intelligence Business Unit. Previously, Mr. Beard led the global Transportation and Industrial Markets segment of KPMG consulting. Mr. Beard holds a Master of Jurisprudence from Seton Hall School of Law, an MBA from the University of Montana and a Bachelor of Science from Texas A&M University. He is a graduate of the US Air Force Space & Missile program. Skills & Qualifications: Mr. Beard brings to the Board more than 30 years of experience in cybersecurity, digital innovation, including adoption of cloud computing infrastructure and addressing the security and control challenges inherent in digital transformations, technology management and business automation. | Experience Highlights: Leadership, Industry Expertise, Finance/Accounting, International, ERM/Risk Management, M&A/Integration, Operations/Human Capital Independent Committees: Governance (Chair) Compensation |

  24. Class II Directors

    | 18 | Election of Directors | 2024 Proxy Statement | |

  25. Compensation Committee

    Role of Independent Compensation Consultant. The Compensation Committee has the sole authority to retain compensation consultants or advisors to assist it in fulfilling its responsibilities, including evaluating and determining executive and director compensation, and in fulfilling its other responsibilities. In 2023, the Compensation Committee engaged Willis Towers Watson (“WTW”) as its independent compensation consultant. WTW’s work with the Committee included analyses, advice, guidance and recommendations on executive and director compensation levels versus peers, and market trends. In addition, in 2023, WTW conducted a review of our current peer group to ensure that it continues to serve as an appropriate benchmark for executive and director compensation levels and practices for 2024. WTW also reviewed our long-term incentive practices and provided updates on executive compensation trends and developments. WTW will continue to work with the Committee to provide it with analyses, advice, guidance and recommendations on

  26. Compensation Risks

    | • | Bonus payout under our annual incentive plan and long-term incentive plan is capped; |

  27. Compensation Risks

    | • | A significant percentage of our overall pay mix is long-term or equity-based, which, when combined with our Share Ownership Guidelines, aligns our executive officers’ interests with shareholders’ interests and minimizes the taking of inappropriate or excessive risk that would impair the creation of long-term shareholder value; |

  28. Director Compensation

    Director Compensation The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following types and levels of compensation. Annual Equity Grant. At each annual meeting, non-employee directors receive an equity grant in the form of restricted stock units. Pursuant to this policy, on May 4, 2023, each non-employee director received an award of 5,666 restricted share units, which vest on the earlier of the day prior to next annual meeting or the one-year anniversary of the grant date. Upon vesting of the awards, directors are required to hold the shares until the share ownership guidelines are met under our share ownership and retention policy. See “Share Ownership Guidelines” below. Retainer and Fees Paid in Cash. The annual retainer for non-employee directors is $90,000. Directors serving as members of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to additional annual retainers of $15,000, $7,500 and $5,000, respectively. The lead independent director is entitled to an additional retainer of $35,000, and the Chairs of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to an additional retainer of $25,000, $20,000 and $15,000, respectively. Non-employee directors are also reimbursed for incidental expenses associated with each Board or Committee meeting. Directors who are employees do not receive any additional compensation for their services as a director. The following table sets forth information regarding the compensation of our non-employee directors for fiscal 2023. Mohammad Abu-Ghazaleh, our Chairman and CEO, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mohammad Abu-Ghazaleh’s compensation, see “Executive Compensation” beginning on page 57.

  29. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Amir Abu-Ghazaleh | 90,000 | 150,206 | $240,206 | | Ahmad Abu-Ghazaleh | 90,000 | 150,206 | $240,206 | | Mary Ann Cloyd | 120,000 | 150,206 | $270,206 | | Michael J. Berthelot(4) | 152,983 | 150,206 | $303,189 | | Charles Beard, Jr. | 112,500 | 150,206 | $262,706 | | Lori Tauber Marcus(5) | 113,334 | 150,206 | $263,540 | | Kristen Colber-Baker(6) | 73,549 | 150,206 | $223,755 |

  30. Director Compensation

    | (1) Amounts reflect the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees and committee and chair fees for the 2023 fiscal year. |

  31. Director Compensation

    | (2) Amounts reflect the full grant date fair value of a grant of restricted stock units, determined in accordance with FASB ASC 718-10 Compensation—Stock Based Compensation. For additional information on the valuation assumptions regarding the fiscal 2023 grants, refer to Note 15 to our consolidated financial statements for the year ended December 29, 2023 included in our Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC on February 26, 2024. |

  32. Director Compensation

    | 28 | Corporate Governance | 2024 Proxy Statement | |

  33. Director Compensation

    | (3) The following table sets forth the aggregate number of restricted stock units outstanding as of December 29, 2023 for each of our non-employee directors who received a restricted stock unit award in 2023. |

  34. Director Compensation

    | Name | RSUs(a) | | Amir Abu-Ghazaleh | 5,802 | | Ahmad Abu-Ghazaleh | 5,802 | | Mary Ann Cloyd | 5,802 | | Michael J. Berthelot | 5,802 | | Charles Beard, Jr. | 5,802 | | Lori Tauber Marcus | 5,802 | | Kristen Colber-Baker | 5,802 |

  35. Director Compensation

    | (a) Includes 136 dividend equivalent units that are subject to the same restrictions and vesting criteria based on the underlying RSUs to which they relate. |

  36. Director Compensation

    | (4) Michael J. Berthelot was appointed as the chair of the Compensation Committee effective August 1, 2023. |

  37. Director Compensation

    | (5) Lori Tauber Marcus was appointed as a member of the Compensation Committee effective August 1, 2023. |

  38. Director Compensation

    | (6) Kristin Colber-Baker resigned from the Board effective August 1, 2023. |

  39. Director Compensation

    Share Ownership Guidelines. We have share ownership guidelines that apply to non-employee directors and executive officers. Non-employee directors are expected, within five years of the director’s appointment, to own Ordinary Shares having a value equal to four times the annual cash retainer for non-employee directors. Directors are required to retain at least 50% of their Ordinary Shares until they have satisfied their ownership guideline. Based on the current annual board retainer, the individual ownership guideline for each non-employee director is Ordinary Shares having a value of $360,000. Each of our non-employee directors is in compliance with the guidelines and recently appointed non-employee directors are proceeding reasonably towards timely meeting the guidelines. We believe that this ownership policy further aligns director and shareholder interests and thereby promotes the objective of increasing shareholder value.

  40. Key Sustainability Commitments and Progress

    | ** Green economic recovery is an economic recovery to the impacts of COVID-19 that is aligned with achieving long-term sustainability and climate action objectives to achieve a more resilient, inclusive and equitable future for the planet. |

  41. Introduction

    | As described in the Compensation Discussion and Analysis section, our executive compensation program is designed to align the interests of our named executive officers with the interests of our shareholders. Our executive compensation | | | programs are based on a pay-for-performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both short-term performance objectives and long-term shareholder value. We believe our program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to create shareholder value. This balance is evidenced by the following: • A competitive, market-driven base salary; • An annual cash incentive award that is focused on corporate and individual performance; • A long-term cash incentive plan award that is dependent on the achievement of corporate goals; • Equity awards, consisting of restricted stock units and performance-based stock units that vest over time; and • Share Ownership Guidelines that promote continued alignment of our executives’ interests with those of our shareholders and discourage excessive risk taking for short-term gains. | | | | KEY COMPENSATION PRACTICES | | | ✓ Appropriate mix of fixed and variable compensation ✓ Executive compensation tied to financial and operating performance ✓ Rigorous share ownership guidelines ✓ Robust clawback policies ✓ No short-sales or hedging of our shares permitted ✓ Annual risk assessment of compensation programs | | | ✓ Use of an independent compensation consultant |

  42. Executive Compensation Philosophy - Linking Compensation with Vision

    | 2. | Performance Based: Tie significant portions of compensation to performance and achievement of our short-term and long-term business goals and ensure that compensation focuses on corporate performance over individual performance; |

  43. Executive Compensation Elements - Tying Pay to Performance

    Executive Compensation Elements - Tying Pay to Performance The Compensation Committee regularly assesses the elements of our executive compensation program to ensure that pay is tied to performance and that it is using executive compensation components that it believes will most cost effectively attract and motivate executive officers, reward them for their individual achievements and align to the value creation objectives of the Company as a whole. The Compensation Committee designed our executive compensation program to be weighted towards performance-based, at-risk compensation. As evidenced by the charts below, 80% of our CEO’s target direct compensation and 59% of our other current NEO’s target direct compensation is variable and tied to enterprise performance. The Compensation Committee allocates total target compensation between cash and equity compensation based on benchmarking to our peer group, discussed below, while considering the balance between providing short-term incentives and long-term parallel investment with shareholders to align the interests of the executive management team with our shareholders. The Compensation Committee annually evaluates the balance between equity and cash compensation among NEOs.

  44. Strong Compensation Governance - Align Executives’ Interests with Shareholders

    | • | Multi-year vesting of all Equity Awards. To the extent earned, our PSUs and RSUs vest over three years. |

  45. Strong Compensation Governance - Align Executives’ Interests with Shareholders

    | • | CEO Severance has a “Double Trigger.” Our Executive Retention and Severance Agreement with our CEO has a double trigger. |

  46. Annual Incentive Awards

    Annual Incentive Awards Our annual cash incentive award plans are designed to reward an NEO for his or her contribution to our achievement of our annual financial objectives and to reflect the executive’s contribution to our operational and financial goals. Our annual

  47. Annual Incentive Awards

    | | 2024 Proxy Statement | Compensation Discussion and Analysis | 45 |

  48. Annual Incentive Awards

    cash incentive award has traditionally been set up as two different programs, our CEO Annual Incentive Plan (the “CEO AIP”) and our Annual Incentive Plan for Senior Executives (the “Senior Executive AIP”). For 2023, the CEO AIP and Senior Executive AIP included the same financial performance metrics: Why we pay annual incentive compensation. The Compensation Committee believes that the annual incentive award programs encourage executive officers to balance the short-term financial, operational, functional and qualitative performance objectives with those that form the basis of long-term growth. The Compensation Committee annually reviews the appropriateness of each of these performance metrics, their relationship to our overall growth strategy and the impact of such performance metrics on long-term shareholder value, and revises the measures, as necessary to maintain alignment with our business plan.

  49. Chief Executive Officer Annual Incentive Plan

    Chief Executive Officer Annual Incentive Plan How the CEO Annual Incentive Award was determined. For 2023, the Compensation Committee continued the CEO AIP with revised financial performance objectives and profitability threshold. The CEO AIP is designed to make the CEO’s annual performance objectives relevant to our current economic and operational environment and our long term business interests. The Compensation Committee establishes annual performance goals targeting key performance objectives that it believes are relevant to our desired business results for the coming year. The CEO AIP provides for the amount of an award to be calculated based upon the “Corporate Achievement Factor” multiplied by a target opportunity equal to 100% of the CEO’s annual base salary, which is then multiplied by an “Individual Performance Factor.” The Corporate Achievement Factor is the weighted average of the actual achievement against the financial performance metrics established by the Compensation Committee at the beginning of the year. The threshold performance level for each financial performance metric other than EPS was 80% of target, which earned 80% of target opportunity for such metric, while the threshold performance level for EPS was 86% of target, which earned 86% of target opportunity for such metric. The maximum performance level for each financial performance metric was 150%. EPS calculation was based on the number of shares outstanding as of the award date, consequently, stock issuances and repurchases did not impact performance level achieved. The Individual Performance Factor, determined based upon the Compensation Committee’s subjective evaluation of the CEO’s performance and his contribution to the Company, is then applied to the product of the Corporate Achievement Factor and the target opportunity at a maximum rate of 200%. However, the maximum award payable to our CEO under the 2023 CEO AIP was $3,000,000. CEO Financial Performance Metrics and 2023 Results. For 2023, the Compensation Committee utilized three weighted financial performance metrics for purposes of the CEO AIP. For 2023, the Compensation Committee decided to transition from net sales to Return on Assets or ROA (calculated as EBIT divided by Average Assets) and retained the remaining two performance metrics from the prior year, earnings per share (EPS) and free cash flow. The Compensation Committee also modified the weightings of the three financial performance metrics, giving increased importance to ROA over free cash flow. The table below sets forth the financial performance metrics used in the CEO AIP, as well as the weight and threshold, target and maximum performance levels set for 2023.

  50. Chief Executive Officer Annual Incentive Plan

    | 2023 CEO AIP | | | | | | Performance Metric | Allocated % of Target Opportunity | Performance Level | | | | | | Threshold | Target | Maximum | | Return on Assets(1) | 35% | 4.76% | 4.90% | 5.25% | | Free Cash Flow ($mm) | 20% | $74.0 | $93.0 | $140.0 | | Payout Percentage(2) | | 80% | 100% | 150% | | Earnings per Share | 45% | $2.06 | $2.39 | $3.58 | | Payout Percentage(2) | | 86% | 100% | 150% |

  51. Chief Executive Officer Annual Incentive Plan

    | (1) Calculated as EBIT divided by average assets. |

  52. Chief Executive Officer Annual Incentive Plan

    | (2) Calculated as a percentage of Target |

  53. Chief Executive Officer Annual Incentive Plan

    | 46 | Compensation Discussion and Analysis | 2024 Proxy Statement | |

  54. Chief Executive Officer Annual Incentive Plan

    The table below sets forth our actual performance against each of our financial performance metrics for 2023.

  55. Chief Executive Officer Annual Incentive Plan

    | Metric | Weight | Target | Achieved | % Achieved | | | Return on Assets | 35% | 4.9% | 0.81% | 0 | | | EPS | 45% | $2.39 | -$0.24 | 0 | | | Free Cash Flow | 20% | $93.0 million | $234 million | 150 | %* | | Total Corporate Achievement Factor | | | | 30 | | | X Individual Performance Factor (Max 200%) | | | | 100 | | | X AIP Target Opportunity | | | | $1,200,000 | | | 2023CEO AIP PLAN PAYOUT | | | | $360,000 | |

  56. Chief Executive Officer Annual Incentive Plan

    | * The maximum performance level for each financial performance metric is 150%. |

  57. Chief Executive Officer Annual Incentive Plan

    Upon review of the financial results for fiscal 2023, the Compensation Committee determined that two of the three financial performance metrics (Return on Assets and EPS) were not met, while the third financial performance metric, Free Cash Flow, was achieved at maximum. The Compensation Committee did not adjust Return on Assets or EPS for one-time or non-recurring items. After determining the levels at which the Company met its financial performance metrics, the Compensation Committee evaluated the CEO’s performance. As part of this evaluation, the Compensation Committee, recommended and the independent directors approved, our CEO’s Individual Performance Factor at 100%.

  58. Senior Executive Annual Incentive Plan

    Senior Executive Annual Incentive Plan How the Senior Executive Annual Incentive Awards were determined. For 2023, the Compensation Committee continued to utilize the Senior Executive AIP for determining the annual incentive awards payable to all NEOs, other than the CEO. Awards under the Senior Executive AIP were based on an assessment of the Company’s financial performance and an evaluation of the performance of each executive against pre-determined and approved individual objectives (“Individual Performance Objectives”). The 2023 Senior Executive AIP was based on the same three financial performance metrics as the CEO AIP: ROA, EPS and Free Cash Flow. However, as set forth in the table below, the financial performance metrics represented an aggregate of only 70% of the target opportunity while Individual Performance Objectives represented 30% of the target opportunity.

  59. Senior Executive Annual Incentive Plan

    | Performance Metric | Allocated % of Target Opportunity | | Financial Performance Metrics | 70.0% | | Return on Assets | 24.5% - (35% of 70%) | | Free Cash Flow ($mm) | 14.0% - (20% of 70%) | | Earnings per Share | 31.5% - (45% of 70%) | | Individual Performance Objectives | 30.0% |

  60. Senior Executive Annual Incentive Plan

    Financial Performance Metrics. Similar to the CEO AIP, the threshold performance level for each financial performance metric, other than EPS, was 80% of target, which earned 80% of target opportunity for such metric, and for EPS, the threshold performance level was 86% of target, which earned 86% of target opportunity for such metric. The maximum performance level for each financial performance metric was 150%. Individual Performance Objectives. In addition, the Compensation Committee approved each NEO’s Individual Performance Objectives under the Senior Executive AIP, which were developed with the review, input and approval of our CEO for our COO, and our COO for our other NEOs. Each of the Individual Performance Objectives was designed to reflect an executive’s area of responsibility within the Company. Each Individual Performance Objective was assigned a

  61. Senior Executive Annual Incentive Plan

    | | 2024 Proxy Statement | Compensation Discussion and Analysis | 47 |

  62. Senior Executive Annual Incentive Plan

    specific percentage of the NEO’s overall achievement value, with all goals totaling 100%. Typically, each NEO has a specific number of performance criteria upon which his or her annual bonus is based. The payout of the Individual Performance Objective was then evaluated based on a 5-point scale, with Outstanding equaling 150%, Exceeds Expectations equaling 125%, Meets Expectations equaling 100%, Below Expectations equaling between 40% and 60% and Unsatisfactory equaling 0%. The maximum award for any award under the Senior Executive AIP was 150% of target opportunity. For 2023, our NEOs typically had an average of 5 or 6 Individual Performance Objectives which were tied to their specific area of responsibility and business line of sight, and were aligned with our 2023 core business objectives adopted by the Board. The 2023 Individual Performance Objectives ranged from 5% to 30% of any NEO’s total individual achievement value. The Individual Performance Objectives for our NEOs fell into the following categories of operational priorities, customized, based on the NEO’s role:

  63. Senior Executive Annual Incentive Plan

    | • | Develop and introduce new products; |

  64. Senior Executive Annual Incentive Plan

    | • | Demonstrate resilience when challenged and opportunistic to create opportunities; |

  65. Senior Executive Annual Incentive Plan

    | • | Leverage our assets and deep knowledge to further improve our profitability and utilization; and |

  66. Senior Executive Annual Incentive Plan

    | • | Develop and grow as a vertically-integrated business to increase efficiencies. |

  67. 2023 Performance

    | Name | Target Opportunity | Payout | Total Payout as % of Target Opportunity | | Mohammad Abu-Ghazaleh | $1,200,000 | $360,000 | 30% | | Monica Vicente | $242,500 | $0 | — | | Mohammed Abbas | $425,000 | $0 | — | | Jesus Rodriguez Calvo | $210,000 | $0 | — | | Effie D. Silva | $198,275 | $68,405 | 35% | | Ziad Nabulsi | $220,000 | $0 | — |

  68. Long Term Cash Incentive Plan

    Long Term Cash Incentive Plan Why we pay long-term cash incentive compensation. Our Compensation Committee has approved a Long-Term Cash Incentive Plan (the “LTIP”) for senior officers, including NEOs, to provide an incentive for executives to focus on our long-term sustainable growth by rewarding business decisions and actions over a longer term than the single year plans then in place. The Compensation Committee recognizes that the efforts of executives may not be adequately rewarded for taking those steps that will provide a foundation for significantly improved long-term performance of the Company, if those steps negatively affect annual operating results, and therefore annual cash incentive awards. In addition, the Compensation Committee believes that a balanced compensation plan, with short-term and long-term incentives, avoid any incentive to take actions that would result in short-term gain without regard to the long-term best interests of the Company. How long-term cash incentive awards are determined. Under the LTIP, each participating NEO receives a performance-based cash award opportunity each year covering a three-year performance period. The Compensation Committee annually determines the target award as a percentage of each participating NEO’s base salary. For each of the currently outstanding LTIP award cycles, the target award for the CEO was set at 100% of base salary and for each of the other participating NEOs, the target award was set at 35% of base salary. Performance is measured based on a combination of three financial performance results The LTIP award has (1) a threshold performance level of 80% of target for each metric (which pays out at 80% of the allocated target) and (2) target performance level (which pays out at 100% of the target award for such metric). For all NEOs, the award is capped at 125% of the target award for such metric and for the full award. Payouts for performance between threshold and target (or between target and maximum in the case of the CEO) will be calculated on a linear basis. Performance Metrics. For the currently outstanding LTIP awards under the 2021 – 2023 LTIP Cycle and 2022 – 2024 LTIP Cycle, the Compensation Committee set the same three financial metrics with the same weighting as follows:

  69. Long Term Cash Incentive Plan

    | LTIP Metrics (2021-2023 and 2022-2024 LTIP Cycles) | Weight | | Net Sales Growth Over 3 Year Period | 15% | | ROE (Net Income / Average Equity) | 45% | | Net Operating Cash Flow / Average Equity | 40% |

  70. Long Term Cash Incentive Plan

    For the 2023 – 2025 LTIP cycle, the Compensation Committee replaced ROE with Return on Assets, or ROA (calculated as EBIT divided by average assets) and retained the remaining financial metrics from the prior two LTIP cycles. The performance metrics and their weightings for the 2023 – 2025 LTIP cycle were as follows:

  71. Long Term Cash Incentive Plan

    | LTIP Metrics (2023 – 2025 LTIP Cycle) | Weight | | Net Sales Growth Over 3 Year Period | 15% | | Return on Assets (ROA) (EBIT / Average Assets) | 45% | | Net Operating Cash Flow / Average Equity | 40% |

  72. Long Term Cash Incentive Plan

    | | 2024 Proxy Statement | Compensation Discussion and Analysis | 49 |

  73. Long Term Cash Incentive Plan

    2021-2023 Performance Cycle Payout In early 2023, the Compensation Committee evaluated the Company’s performance against each of the three financial metrics and determined the extent to which the financial metric had been earned. The table below sets forth the target and the actual performance of the Company against each financial metric.

  74. Long Term Cash Incentive Plan

    | Metric | Weight | Threshold | Target | Actual | % Earned | | Net Sales Growth (2023 Net Sales / 2020 Net Sales) | 15% | 12.7% | 15.9% | 2.8% | 0% | | ROE (Net Income / Average Equity) | 45% | 4.6% | 5.8% | -0.9% | 0% | | Net Operating Cash Flow / Average Equity | 40% | 8.6% | 10.8% | 9.3% | 86% |

  75. Long Term Cash Incentive Plan

    As noted above, there is a threshold of 80% of target performance in order to receive a payout under each metric. As the Company did not meet the threshold performance level for either Net Sales Growth or ROE, the payout on each of these two metrics was 0%. Our CEO and each of Messrs. Abbas, Calvo and Nabulsi earned 34% of their 2021-2023 LTIP Award (86% times 40%). Our remaining NEOs did not participate in our 2021-2023 LTIP program. The actual amount of the 2023 LTIP Award for each of Messrs. Abu-Ghazaleh, Abbas, Calvo and Nabulsi is set forth in the Summary Compensation Table.

  76. Equity Awards

    Equity Awards Why we make equity awards. In order to create a properly balanced compensation program, the Compensation Committee supplements the cash components of the executive compensation program with equity awards. Each NEO is eligible to receive an annual equity compensation award. The Company believes, based on its performance-based approach to compensation, that equity ownership in the Company is important to tie the level of compensation to the performance of the Ordinary Shares and shareholder gains; the Company believes this is particularly important for NEOs. Because equity compensation awards vest over a period of years, they also provide a retention component and create an incentive for executives to create sustained growth. For 2023, similar to 2022, the Compensation Committee determined that it would use the following forms of equity:

  77. Equity Awards

    | • | Restricted stock units (RSUs) that vest over a three-year period beginning on the first anniversary of the grant date; and |

  78. Equity Awards

    | • | Performance-based restricted stock units (PSUs) that are earned based on the Company’s annual EBITDA and, to the extent earned, vest over a three-year period. |

  79. Equity Awards

    How equity awards are determined. Guidelines for the number of annual RSUs and PSUs granted to each NEO are determined using a procedure approved by the Compensation Committee based upon the executive officer’s position and responsibilities, job level, performance, and the value of the award at the time of grant. In addition, the Compensation Committee may make additional equity awards following a significant change in job responsibility or in recognition of a significant achievement.

  80. Equity Awards

    | 50 | Compensation Discussion and Analysis | 2024 Proxy Statement | |

  81. Equity Awards

    2023 Equity Awards. In 2023, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) awarded the following PSUs and RSUs to our NEOs:

  82. Equity Awards

    | Name | 2023 RSU Award (Dollar Value $) | 2023 PSU Award (Dollar Value $)* | | Mohammad Abu-Ghazaleh | $720,000 | $1,680,000 | | Mohammed Abbas | 340,000 | 340,000 | | Monica Vicente | 121,250 | 121,250 | | Jesus Rodriguez Calvo | 105,000 | 105,000 | | Effie D. Silva | 99,138 | 99,138 | | Ziad Nabulsi | 110,000 | 110,000 |

  83. Equity Awards

    | * As discussed below, all of these PSU Awards were forfeited |

  84. Equity Awards

    Terms of PSUs and 2023 Results. The performance objective was based on an EBITDA goal for the 2023 fiscal year with a minimum threshold at 80% target achievement. Assuming the target is met, the CEO may earn between 80% and 125% of the PSU award, and each other NEO may earn between 80% to 100% of the PSU award depending on EBITDA performance. The percentage of the PSU award earned will then vest equally over the three-year period commencing on the first anniversary of the grant date. For 2023, the Compensation Committee set the PSU target as 2023 EBITDA of $270 million. The Company’s actual 2023 EBITDA was $124 million, therefore the 80% threshold for earning the PSU award was not met, and the Compensation Committee determined that the PSUs, having an aggregate value of $2,455,388, would not vest and were to be forfeited.

  85. Equity Awards

    | Performance Period | Performance Measure | Target | Actual | % Earned | | Fiscal 2023 | EBITDA | $270 million | $124 million | 0% |

  86. Other Compensation Components

    Other Compensation Components The Compensation Committee provides additional benefits to the NEOs that are customary for executives of similar rank to enable our executives to focus on our business and enhance their commitment to us. Severance Arrangements and Payments upon a Change of Control: We are subject to a legacy Executive Retention and Severance Agreement for the CEO which was adopted in 2003. As further described under the heading “Potential Payments Upon Termination or Change-in-Control,” this severance agreement provides that to the extent that (1) the CEO is terminated by the Company other than for “cause”, (2) if the CEO terminates his employment for “good reason”, or (3) if he is terminated without “cause” in connection with a change in control, the CEO is entitled to certain severance payments consideration, an enhanced payment to take into effect any taxes due on the consideration, and other benefits. In consideration of the Company entering into this agreement, the CEO agreed to a two-year period following the termination of his employment during which he cannot solicit the Company’s employees, distributors, vendors or customers. The severance agreement for the CEO contains a provision requiring the company to reimburse the CEO for IRS Section 280G excise tax and applicable taxes thereon that may be triggered by a change in control, although the CEO should not be subject to any such excise tax under Section 280G because he is not subject to United States income tax. Each of our other NEOs are covered by our general severance policy applicable to U.S. employees, which provides a maximum of twenty-six weeks’ severance based upon the years of service of each participant. Perquisites: No significant pension or welfare benefits are available to NEOs other than the broad-based 401(k) plan, health and welfare benefits, and life insurance that are generally available to most of our full-time U.S. employees. Under our 401(k) plan, the Company offers all its eligible employees a 50% employer match to a maximum 6% employee contribution. Life Insurance Benefits. We provide term life insurance to all U.S. employees of two times their base salary up to a maximum of $600,000.

  87. Compensation Setting Process

    | • | review the Company’s current compensation program compared to its peer group and other relevant compensation surveys to ensure market competitiveness; |

  88. Compensation Setting Process

    | • | evaluate the effectiveness of our compensation strategy and practices in supporting and reinforcing our long-term strategic goals; |

  89. Compensation Setting Process

    | • | review the Company’s comparative peer group of companies and conduct an annual review of competitive market data (including base salary, annual incentive targets and long-term incentive targets) for the Chief Executive Officer and other executive officers; |

  90. Compensation Setting Process

    | • | provide a competitive analysis of our compensation components for our NEOs against our peer group; |

  91. Compensation Setting Process

    | • | assist in reviewing the Company’s share ownership guidelines relative to peer group practices; |

  92. Compensation Setting Process

    During 2023, the Compensation Committee considered WTW’s independence and determined that the engagement of WTW did not raise any conflict of interest or other issues that would adversely impact WTW’s independence, including using the six factors set forth in the SEC and the NYSE rules regarding compensation advisor conflicts of interest and independence. Accordingly, the Compensation Committee determined WTW to be independent and free from conflicts of interest. Evaluating Compensation Program Design and Relative Competitive Position An important basis for structuring the Company’s compensation program and establishing target compensation levels for the Company’s NEOs is the analysis of the compensation packages offered to similarly situated executive officers of peer group companies. As part of its engagement, the Compensation Committee directed WTW to review its comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. The peer group of companies was selected based on company size, market for executive talent and companies subject to the same industry economics as the Company when evaluating peers. The comparative compensation information provided by WTW was obtained from publicly filed reports of each company in the comparative peer group, as well as from nationally recognized compensation surveys.

  93. 2023 Peer Group

    2023 Peer Group In July 2022, the Compensation Committee, based on recommendations from WTW, approved a peer group of food and beverage, agricultural products and consumer products companies of similar size based on revenue, market capitalization, and number of employees as a measure of the complexity of the enterprise. WTW reviewed with the Compensation Committee the 2023 Peer Group based on financial measures of company size (revenue, market capitalization, net income and total assets), market for executive talent, and companies subject to the same industry economics. Based on this review, WTW recommended, and the Compensation Committee approved a change in the compensation peer group from the prior year to add B&G Foods, Inc. as a member of the peer group. The peer group approved in July 2022, along with the published compensation survey data, was used as the basis for an evaluation of our executive compensation in late 2022, which informed 2023 pay decisions. As a result, the Peer Group that was used in connection with the 2023 compensation decisions consisted of the following companies (the “2023 Peer Group”):

  94. 2023 Peer Group

    | Brown-Forman Corporation Campbell Soup Company Flowers Foods, Inc. Ingredion Incorporated Lamb Weston Holdings, Inc. Sanderson Farms, Inc. The Hershey Company Treehouse Foods, Inc. | B&G Foods, Inc. Darling Ingredients, Inc. Hormel Foods Corporation McCormick & Company, Inc. Post Holdings, Inc. The Hain Celestial Group, Inc. The J.M. Smucker Company |

  95. 2023 Peer Group

    In 2023, WTW updated its executive compensation analysis report to the Compensation Committee. WTW utilized nationally recognized compensation surveys and analyzed competitive practices and the amounts and nature of compensation paid to executive officers of the 2023 Peer Group. Based on the data presented to the Compensation Committee by WTW and the analysis described above, the Compensation Committee has targeted base salary, annual and long-term cash incentive compensation, and equity incentive compensation for NEOs around the 50th percentile of the peer group comparison. The Compensation Committee also targets the overall proportion of total variable compensation (i.e., compensation based on performance) and fixed compensation (i.e., base or guaranteed compensation) for each NEO to be consistent with the 50th percentile of the peer group comparison. In determining the level of compensation provided to its NEOs, the Compensation Committee not only considers the Company’s performance, but also evaluates the Company’s comparative performance against peer group companies considering sales growth, growth in earnings per share (“EPS”), and share price performance, among other factors. In addition, the Compensation Committee considers the Company’s geographic locations, including the greater Miami area, where there

  96. 2023 Peer Group

    | | 2024 Proxy Statement | Compensation Discussion and Analysis | 53 |

  97. 2023 Peer Group

    is significant competition for employees in the global agricultural and consumer products industries. The Compensation Committee also evaluates individual NEO experience, seniority, and performance, based on both objective and subjective measures, on an annual basis and may award merit salary increases as a result of these assessments. This approach ensures that the Company’s compensation programs will enable it to remain competitive in its markets and reward individual NEO performance. While the Compensation Committee targets cash compensation and equity awards in the 50th percentile of the peer group, the Compensation Committee recognizes the Company’s desire to keep the best talent in its executive management team. To retain and motivate these key individuals, the Compensation Committee may determine that it is in the best interests of the Company to negotiate or award total compensation that may deviate from the general benchmark targets described above. Actual pay for each executive is determined based on this premise and is driven by the performance of the executive over time and the annual performance of the Company. Equity grant guidelines are then set by job level, using market survey data and current guidelines to determine the appropriate annual grant levels for the upcoming year. The Company provides Mr. Abu-Ghazaleh with greater total compensation and benefits (including post-employment benefits) than those provided to other NEOs to reflect the increased level of responsibility and risk faced by Mr. Abu-Ghazaleh as the Company’s CEO. We continue to maintain Mr. Abu-Ghazaleh’s compensation level in accordance with the Compensation Committee’s review of peer group compensation data, as it reflects the competitive nature of compensation paid to chief executive officers within the peer group. The Compensation Committee believes that Mr. Abu-Ghazaleh’s competitive compensation package is important to motivate and retain him as the highly valued top executive of the Company. 2024 Peer Group. In August 2023, WTW reviewed with the Compensation Committee the 2023 Peer Group based on financial measures of company size (revenue, market capitalization, net income and total assets), market for executive talent, and companies subject to the same industry economics. Based on this review, WTW recommended, and the Compensation Committee approved changes in the compensation peer group to (i) remove Sanderson Farms, which was taken private and no longer publicly discloses executive pay, and (ii) add each of Dole plc, which went public in August 2021, and Mission Produce, Inc., a competitor in the fresh produce industry, as members of the group. The peer group approved in August 2023 along with the published compensation survey data, was used as the basis, for an evaluation of our executive compensation in late 2023, which informed 2024 pay decisions. Consideration of Shareholder Advisory Vote As part of its compensation setting process, the Compensation Committee annually reviews and considers the results of the prior-year’s shareholder advisory vote on our executive compensation. The Compensation Committee believes that this advisory vote can provide useful feedback regarding whether shareholders believe that the Compensation Committee is achieving its goal of designing an executive compensation program that promotes the best interests of our Company and our shareholders by providing its executives with the appropriate compensation and meaningful incentives. In establishing the 2024 compensation program, the Compensation Committee noted that 92% of the votes cast at the 2023 Annual General Meeting supported Fresh Del Monte’s executive compensation program. The Compensation Committee intends to annually review the results of the advisory vote and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages for our NEOs.

  98. 2023 Peer Group

    | 54 | Compensation Discussion and Analysis | 2024 Proxy Statement | |

  99. Tax Deductibility of Compensation

    Tax Deductibility of Compensation Code Sections 280G and 4999. Sections 280G and 4999 of the Internal Revenue Code (the “Code”) limit our ability to take a tax deduction for certain “excess parachute payments” (as defined in the Code) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance and other payments from us that are contingent on or in connection with a change of control. The Compensation Committee considered the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, when it structured certain post-termination compensation payable to our CEO. The potential adverse tax consequences to us and/or the executive, however, are not necessarily determinative factors in such decisions. The severance agreement for the CEO contains a provision requiring us to reimburse the CEO for IRS Section 280G excise tax and applicable taxes thereon that may be triggered by a change in control. However, as our CEO is currently not a U.S. person, and therefore not subject to United States income tax, we do not expect that he will be subject to any such excise tax under Section 280G. Code Section 409A. Under Section 409A of the Code, amounts deferred by an NEO under a nonqualified deferred compensation plan (including certain severance plans) may be included in gross income when earned and subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions. We administer our plans consistent with Section 409A requirements and have amended plan documents to reflect Section 409A requirements.

  100. Summary Compensation Table

    Summary Compensation Table The following tables, narrative and footnotes discuss the compensation of the Chairman and Chief Executive Officer, the Chief Financial Officer, the three other most highly compensated executive officers in 2023 who were serving as executive officers at the end of 2023, and one employee for whom disclosure would have been provided but for the fact that the employee was not serving as an executive officer of the Company at the end of 2023, who are referred to collectively as NEOs.

  101. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mohammad Abu-Ghazaleh Chairman and CEO | 2023 | 1,200,046 | 2,433,301 | 768,000 | 48,142 | 4,449,489 | | | 2022 | 1,195,385 | 3,179,283 | 1,652,005 | 103,887 | 6,130,560 | | | 2021 | 1,195,385 | 3,156,854 | 1,058,000 | 60,086 | 5,470,325 | | Monica Vicente SVP and CFO | 2023 | 485,000 | 245,859 | — | 7,800 | 738,659 | | | 2022 | 446,285 | 99,416 | 197,153 | 32,759 | 775,613 | | Mohammed Abbas EVP and COO | 2023 | 833,654 | 689,381 | 101,150 | 19,543 | 1,643,728 | | | 2022 | 517,541 | 432,068 | 303,071 | 344,998 | 1,597,678 | | | 2021 | 455,292 | 218,336 | 185,562 | 25,538 | 884,728 | | Jesus Rodriguez Calvo SVP, North American Sales | 2023 | 420,000 | 212,893 | 45,815 | 11,100 | 689,808 | | Effie D. Silva SVP, General Counsel | 2023 | 394,462 | 201,005 | 68,405 | 8,403 | 672,275 | | Ziad Nabulsi (4) SVP, Operations NA | 2023 | 440,000 | 223,046 | 47,997 | 9,450 | 720,493 | | | 2022 | 438,308 | 152,551 | 168,960 | 35,280 | 795,097 |

  102. Summary Compensation Table

    | (1) These amounts represent the grant date fair value of target PSUs, which represents the probable attainment level of these awards at the time of grant, and RSUs. The assumptions underlying grant date fair value can be found in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023. For the actual number of PSUs earned for the 2023 performance period, please refer to the 2023 Outstanding Equity Awards at Fiscal Year-End table. |

  103. Summary Compensation Table

    | (2) The amounts shown in this column include the cash awards (i) earned with respect to 2023 performance under the CEO AIP or the Senior Executive AIP, if any, and (ii) for Messrs. Abu-Ghazaleh, Abbas, Calvo and Nabulsi, payments for completed the 2021-2023 LTIP cycle in the amounts of $408,000, $101,150, $45,815 and $47,997, respectively. Neither Ms. Vicente nor Ms. Silva participated in the 2021-2023 LTIP cycle. For more details about these plans, please refer to the “Compensation Discussion and Analysis—Annual Cash Incentive Awards” and “Compensation Discussion and Analysis—Long Term Incentive Awards.” |

  104. Summary Compensation Table

    | (3) The All Other Compensation column includes perquisites and other benefits. The amounts quantified below as car benefits include the amount that the Company recognized as an expense for fiscal year 2023 for each car or car allowance (where leased, the annual cost of the lease; where owned by the company, the depreciation of the car for that year), including the maintenance, insurance, and fuel expenses. The amount for Mr. Abu-Ghazaleh includes a car benefit of $36,896, and medical and dental insurance premiums of $11,246. The amount for Mr. Abbas represents family health and medical benefits. The amounts for Ms. Vicente, Mr. Calvo, Ms. Silva and Mr. Nabulsi include costs related to phone allowance and employer contributions to the Company’s 401(k) plan. |

  105. Summary Compensation Table

    | (4) Based on his responsibilities and the Company’s reporting structure, Mr. Nabulsi was no longer an executive officer as of the end of 2023. |

  106. Summary Compensation Table

    | | 2024 Proxy Statement | Executive Compensation | 57 |

  107. Grants of Plan-Based Awards for the 2023 Fiscal Year

    Grants of Plan-Based Awards for the 2023 Fiscal Year The following table provides information about equity and non-equity awards granted to our NEOs in the 2023 fiscal year.

  108. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | Name | Plan | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (#)(2) | | All Other Share Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold | Target | Maximum | Threshold | Target | | | | Mohammad Abu-Ghazaleh | AIP | 5/12/2023 | 992,400(4) | 1,200,000 | 3,000,000 | | | | | | | 2023-2026 LTIP | 5/12/2023 | 960,000(5) | 1,200,000 | 1,500,000 | | | | | | | PSUs | 3/2/2023 | | | | 42,410 | 53,013 | | $1,703,308 | | | RSUs | 3/2/2023 | | | | | | 22,720 | 729,994 | | Monica Vicente | AIP | 5/12/2023 | 200,548(4) | 242,500 | 363,750 | | | | | | | 2023-2026 LTIP | 5/12/2023 | 135,800(5) | 169,750 | 212,188 | | | | | | | PSUs | 3/2/2023 | | | | 3,061 | 3,826 | | 122,929 | | | RSUs | 3/2/2023 | | | | | | 3,826 | 122,929 | | Mohammed Abbas | AIP | 5/12/2023 | 351,475(4) | 425,000 | 637,500 | | | | | | | 2023-2026 LTIP | 5/12/2023 | 238,000(5) | 297,500 | 371,875 | | | | | | | PSUs | 3/2/2023 | | | | 8,582 | 10,728 | | 344,691 | | | RSUs | 3/2/2023 | | | | | | 10,728 | 344,691 | | Jesus Rodriguez Calvo | AIP | 5/12/2023 | 173,670(4) | 210,000 | 315,000 | | | | | | | 2023-2026 LTIP | 5/12/2023 | 117,600(5) | 147,000 | 183,750 | | | | | | | PSUs | 3/1/2023 | | | | 2,650 | 3,313 | | 106,447 | | | RSUs | 3/1/2023 | | | | | | 3,313 | 106,447 | | Effie D. Silva | AIP | 5/12/2023 | 163,973(4) | 198,275 | 297,412 | | | | | | | 2023-2026 LTIP | 5/12/2023 | 111,034(5) | 138,792 | 173,491 | | | | | | | PSUs | 3/2/2023 | | | | 2,502 | 3,128 | | 100,503 | | | RSUs | 3/2/2023 | | | | | | 3,128 | 100,503 | | Ziad Nabulsi | AIP | 5/12/2023 | 181,940(4) | 220,000 | 330,000 | | | | | | | 2023-2026 LTIP | 5/12/2023 | 123,200(5) | 154,000 | 192,500 | | | | | | | PSUs | 3/2/2023 | | | | 2,777 | 3,471 | | 111,523 | | | RSUs | 3/2/2023 | | | | | | 3,471 | 111,523 |

  109. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (1) Reflects potential value of the payout pursuant to the terms of the plan awards for the 2023 fiscal year under the CEO AIP and 2023-2025 LTIP for our CEO, Mr. Abu-Ghazaleh, and the Senior Executive AIP and 2023-2025 LTIP for the other NEOs, as described in the section captioned Executive Compensation under the heading “Compensation Discussion and Analysis—Annual Cash Incentive Awards” and “Long Term Incentive Awards.” |

  110. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (2) On March 2, 2023, the Company awarded PSUs to its NEOs with a fair market value of $32.13 per share under the 2022 Omnibus Plan. The PSUs were subject to meeting a target performance goal of $270 million in adjusted EBITDA for fiscal year 2023 with a minimum threshold at 80% target achievement. The performance goal for this award was not met, therefore the PSUs did not vest and all PSUs granted to NEOs in 2023 were forfeited. |

  111. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (3) Represents the grant date fair value for the equity awards reported in this table. For the PSUs for each NEO, the amount represents the fair market value at the award date based upon the probable outcome of the performance conditions. Refer to “Compensation Discussion and Analysis—Equity Awards” for the descriptions of the PSUs and RSUs. |

  112. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (4) The amounts shown in this column represent the value of the incentive granted under the 2023 CEO AIP and/or 2023 AIP for Senior Executives assuming that all metrics are achieved at 80%. Each metric is measure individually what could generate a payment for lesser value. |

  113. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (5) The amounts shown in this column represent the value of the incentive granted under the 2023-2025 LTIP Plan assuming that the performance goal was achieved at 80%. |

  114. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | 58 | Executive Compensation | 2024 Proxy Statement | |

  115. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information with respect to outstanding equity awards held by our NEOs at 2023 fiscal year-end.

  116. Outstanding Equity Awards at Fiscal Year-End

    | Name | Type of Equity Award | # of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | # of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | | | Exercisable (#) | Unexercisable (#) | | | | | | Mohammad Abu-Ghazaleh | Options | 64,400(2) | | 28.89 | 4/30/2024 | | | | | 2021 PSUs | | | | | 19,607(3) | 514,695 | | | 2022 PSUs | | | | | 68,588(4) | 1,800,428 | | | 2023 PSUs | | | | | 54,553(5) | 1,432,007 | | | 2020 RSUs | | | | | 10,836(6) | 284,443 | | | 2021 RSUs | | | | | 21,546(7) | 565,593 | | | 2023 RSUs | | | | | 23,380(8) | 613,721 | | Monica Vicente | 2022 PSUs | | | | | 1,725(9) | 45,285 | | | 2023 PSUs | | | | | 3,937(5) | 103,349 | | | 2020 RSUs | | | | | 217(6) | 5,689 | | | 2021 RSUs | | | | | 695(7) | 18,250 | | | 2022 RSUs | | | | | 1,152(10) | 30,246 | | | 2023 RSUs | | | | | 3,937(8) | 103,349 | | Mohammed Abbas | 2016 PSUs | | | | | 4,520(11) | 118,652 | | | 2017 PSUs | | | | | 4,027(11) | 105,704 | | | 2019 PSUs | | | | | 3,265(11) | 85,717 | | | 2020 PSUs | | | | | 2,111(11) | 55,409 | | | 2021 PSUs | | | | | 4,061(3) | 106,601 | | | 2022 PSUs | | | | | 6,703(9) | 175,951 | | | 2023 PSUs | | | | | 11,040(5) | 289,789 | | | 2020 RSUs | | | | | 509(6) | 13,369 | | | 2021 RSUs | | | | | 1,491(7) | 39,144 | | | 2022 RSUs | | | | | 5,820(10) | 152,788 | | | 2023 RSUs | | | | | 11,040(8) | 289,789 | | Jesus Rodriquez Calvo | 2022 PSUs | | | | | 2,760(9) | 72,458 | | | 2023 PSUs | | | | | 3,409(5) | 89,492 | | | 2020 RSUs | | | | | 964(10) | 25,309 | | | 2023 RSUs | | | | | 3,409(8) | 89,492 | | Effie D. Silva | 2022 PSUs | | | | | 1,725(9) | 45,285 | | | 2023 PSUs | | | | | 3,219(5) | 84,495 | | | 2022 RSUs | | | | | 1,152(6) | 30,246 | | | 2023 RSUs | | | | | 3,219(8) | 84,495 | | Ziad Nabulsi | 2022 PSUs | | | | | 2,891(9) | 75,900 | | | 2023 PSUs | | | | | 3,572(5) | 93,760 | | | 2020 RSUs | | | | | 163(6) | 4,267 | | | 2021 RSUs | | | | | 695(7) | 18,250 | | | 2022 RSUs | | | | | 1,517(10) | 39,809 | | | 2023 RSUs | | | | | 3,572(8) | 93,760 |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents the dollar value of the unvested RSUs or PSUs multiplied by the closing price of our Ordinary Shares ($26.25) on December 29, 2023, the last day of our 2023 fiscal year. The ultimate value of the awards will depend on the value of our Ordinary Shares on the actual vesting date. |

  118. Outstanding Equity Awards at Fiscal Year-End

    | (2) All options are fully vested. All options expire 10 years from the grant date. |

  119. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 Proxy Statement | Executive Compensation | 59 |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents PSUs granted on March 1, 2021 to vest between March 1, 2022 and March 2, 2024. The 2021 performance objective for these PSUs was achieved at 91%, which means that 91% of the granted PSUs were achieved and will be earned and will vest equally over a three-year period. The number disclosed above represents the achieved PSUs at 91%. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents PSUs granted on July 6, 2022 to vest between July 6, 2023 and March 2, 2025. The 2022 performance objective for these PSUs was achieved at 97.3%, which means that 97.3% of the granted PSUs were achieved and will be earned and will vest equally over a three-year period. The number disclosed above represents the achieved PSUs at 97.3%. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents PSUs granted on March 2, 2023. The 2023 performance objective for these Performance Restricted Stock Units was not achieved, which means the granted PSUs did not vest and were forfeited. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  123. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents unvested RSUs that will continue to vest on March 2, 2024. These outstanding RSUs represent the last unvested tranche of the 2020 RSU grant. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents unvested RSUs that will continue to vest on March 1, 2024. These outstanding RSUs represent the last unvested tranche from the 2021 RSU grant. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents unvested RSUs that will vest in three equal installments on March 2, 2024, March 2, 2025 and March 2, 2026. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents PSUs granted on June 15, 2022 to vest between June 15, 2023 and March 2, 2025. The 2022 performance objective for these PSUs was achieved at 97.3%, which means that 97.3% of the granted PSUs were achieved and will be earned and will vest equally over a three-year period. The number disclosed above represents the achieved PSUs at 97.3%. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents unvested RSUs that will vest on March 2, 2024, and March 2, 2025. These outstanding RSUs represent the two unvested tranches from the 2022 RSU grant. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (11) Represents PSUs granted in the referenced year, all of which are fully vested. Vested PSU will be settled six months after termination of employment. The number of outstanding shares also includes accrued DEUs. |

  129. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    Option Exercises and Stock Vested Table for the 2023 Fiscal Year The following table sets forth information with respect to the NEOs concerning the vesting of RSUs and PSUs in fiscal 2023. No options were exercised with respect to the NEOs during the 2023 fiscal year.

  130. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | | Stock Awards(1) | | | Name | Number of Shares Acquired On Vesting (#)(1) | Value Realized On Vesting ($)(2) | | Mohammad Abu-Ghazaleh | 105,867(3) | 3,117,155 | | Monica Vicente | 2,434(4) | 70,340 | | Mohammed Abbas | 8,426(5) | 238,242 | | Jesus Rodriguez Calvo | 2,292(6) | 58,484 | | Effie D. Silva | 1,393(7) | 37,834 | | Ziad Nabulsi | 3,121(8) | 88,759 |

  131. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (1) Amounts in this column include dividend shares paid on the vested shares. |

  132. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (2) The dollar value realized represents the market value at vesting date using the closing price of our Ordinary Shares on vesting date. |

  133. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (3) Represents 63,886 vested PSUs from the 2020, 2021 and 2022 PSU grants and 41,981 vested RSUs from the 2019, 2020 and 2021 RSU grants. |

  134. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (4) Represents 835 vested PSUs from the 2022 PSU grant and 1,599 vested RSUs from the 2019, 2020, 2021 and 2022 RSU grants. |

  135. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (5) Represents 3,247 vested PSUs from the 2022 PSU grant and 5,179 vested RSUs from the 2019, 2020, 2021 and 2022 RSU grants. |

  136. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (6) Represents 1,336 vested PSUs from the 2022 PSU grant and 956 vested RSUs from the 2020 RSU grant. |

  137. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (7) Represents 835 vested PSUs from the 2022 PSU grant and 558 vested RSUs from the 2022 RSU grant. |

  138. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | (8) Represents 1,399 vested PSUs from the 2022 PSU grant and 1,722 vested RSUs from the 2019, 2020, 2021 and 2022 RSU grants. |

  139. Option Exercises and Stock Vested Table for the 2023 Fiscal Year

    | 60 | Executive Compensation | 2024 Proxy Statement | |

  140. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  141. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer, or PEO, and for the average of the other NEOs and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  142. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (7) | EBITDA (millions) (8) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,449,489 | $4,326,157 | $892,993 | $844,022 | $81.18 | $114.36 | $(1.6) | $124.0 | | 2022 | $6,130,560 | $5,375,558 | $843,407 | $628,138 | $78.74 | $104.79 | $97.7 | $241.8 | | 2021 | $5,470,325 | $5,698,163 | $1,225,904 | $1,264,940 | $81.16 | $108.31 | $79.9 | $206.1 | | 2020 | $5,911,194 | $4,176,140 | $1,338,101 | $1,147,163 | $69.66 | $98.07 | $46.3 | $177.4 |

  143. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Abu-Ghazaleh (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  144. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Abu-Ghazaleh, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Abu-Ghazaleh during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Abu-Ghazaleh’s total compensation for each year to determine the compensation actually paid: |

  145. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2023 | $4,449,489 | ($2,433,301) | $2,309,969 | $4,326,157 | | 2022 | $6,130,560 | ($3,179,283) | $2,424,281 | $5,375,558 | | 2021 | $5,470,325 | ($3,156,854) | $3,384,692 | $5,698,163 | | 2020 | $5,911,194 | ($2,492,463) | $757,409 | $4,176,140 |

  146. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  147. Pay Versus Performance

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  148. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments PEO | | 2023 | $1,987,991 | | 6,882 | $— | | 281,614 | ($ | 71,892) | $105,374 | $2,309,969 | | 2022 | $2,662,790 | ($ | 109,442) | $— | ($ | 39,811) | ($ | 149,551) | $60,295 | $2,424,281 | | 2021 | $3,174,399 | | 266,406 | $— | | 100,230 | ($ | 163,676) | $7,333 | $3,384,692 | | 2020 | $1,761,924 | ($ | 945,548) | $274,200 | ($ | 368,638) | | — | $35,471 | $757,409 |

  149. Pay Versus Performance

    | | 2024 Proxy Statement | Executive Compensation | 63 |

  150. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Abu-Ghazaleh) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Monica Vicente, Mohammed Abbas, Jesus Rodriguez Calvo, Effie D. Silva and Ziad Nabulsi; (ii) for 2022, Monica Vicente, Mohammed Abbas, Ziad Nabulsi, Helmuth Lutty, Youssef Zakharia and Eduardo Bezerra; (iii) for 2021, Eduardo Bezerra, Mohammed Abbas, Youssef Zakharia and Marlene M. Gordon; and (iv) for 2020, Eduardo Bezerra, Youssef Zakharia, Annunciata Cerioli and Marlene M. Gordon. |

  151. Pay Versus Performance

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Abu-Ghazaleh), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  152. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments* | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $892,993 | $314,437 | $265,466 | $844,022 | | 2022 | $843,407 | ($136,720) | ($78,549) | $628,138 | | 2021 | $1,225,904 | ($429,688) | $468,724 | $1,264,940 | | 2020 | $1,338,101 | ($381,503) | $190,565 | $1,147,163 |

  153. Pay Versus Performance

    | * The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  154. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | | 202 3 | $256,893 | | 361 | — | | 7,442 | ($ | 3,284) | $4,054 | | 265,466 | | 2022 | $226,694 | ($ | 6,175) | — | ($ | 449) | ($ | 308,609) | $9,989 | ($ | 78,549) | | 2021 | $434,433 | | 46,389 | — | | 13,119 | ($ | 27,428) | $2,211 | | 468,724 | | 2020 | $270,215 | ($ | 81,151) | $37,222 | ($ | 36,960) | | — | $1,238 | | 190,565 |

  155. Pay Versus Performance

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  156. Pay Versus Performance

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the published industry index S&P 600 Food Products. |

  157. Pay Versus Performance

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

  158. Pay Versus Performance

    | (8) EBITDA is defined as net income (loss) plus interest expense, depreciation and amortization, income tax provision (benefit), and share-based compensation expense. While the Company uses several financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |

  159. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO. For 2023, our last completed fiscal year:

  160. CEO PAY RATIO

    | • | The median of the annual total compensation of all our employees (other than our CEO) was $6,451; and |

  161. CEO PAY RATIO

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $4,449,489. |

  162. CEO PAY RATIO

    Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 690 to 1. We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO:

  163. CEO PAY RATIO

    | 1) | We selected November 30, 2023 as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations. We determined that, as of November 30, 2023, our employee population consisted of approximately 42,489 individuals. This population consisted of our full-time, part-time, and temporary employees employed with us as of the determination date, of which 1,491 were located in the United States and 40,998 were located in the other 41 countries in which we operate. |

  164. CEO PAY RATIO

    | 2) | To identify the “median employee” from our employee population, we used the following methodology: |

  165. CEO PAY RATIO

    | a) | We considered all our employees in the different countries where we are located. |

  166. CEO PAY RATIO

    | b) | We used the amount of “gross wages” for the identified employees as reflected in our payroll records for the eleven-month period beginning January 1, 2023 and ending November 30, 2023. |

  167. CEO PAY RATIO

    | c) | We determined our sample size and took a representative sample from each country based on below: |

  168. CEO PAY RATIO

    | i) | For countries where employee headcount is less than 1% of the total Company headcount, we took a sample of one so that all countries will be represented in the analysis; |

  169. CEO PAY RATIO

    | ii) | For countries whose employee headcount is more than 1% of the total Company headcount, a sample size was determined based on a pre-determined formula; |

  170. CEO PAY RATIO

    | iii) | Once the sample size from the different countries were determined, random sampling was applied to ensure fairness of data when determining the median employee (sample used in 2023 was 247); and |

  171. CEO PAY RATIO

    | iv) | The resulting random sampling of employees was stacked to identify the median employee. |

  172. CEO PAY RATIO

    | d) | For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. |

  173. CEO PAY RATIO

    | 3) | For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $6,451. Since the median employee is located in Costa Rica, to arrive at this amount, we converted the employee’s pay from the local currency based on an exchange rate of 526.88 Costa Rican Colones to each U.S. Dollar (the exchange rate as of November 30, 2023). |

  174. CEO PAY RATIO

    | 4) | For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included in this proxy statement. |

  175. CEO PAY RATIO

    | | 2024 Proxy Statement | Executive Compensation | 67 |