DEF 14A of Del Monte Corp
Filed Apr 24, 2026 · FY20250001193125-26-175837
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.
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 | | Third Amended and Restated Memorandum of Association | Two-thirds (66.2/3% of the Ordinary Shares) |
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.
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
| PROPOSAL SUMMARY What Are You Voting On? We are asking our shareholders to elect the following two director nominees to serve on the Board. Information about the Board and each director nominated is included in this section. | | | | Class II Director Nominees Three-Year Term Ending 2029 Michael J. Berthelot Lori Tauber Marcus | | Voting Recommendation The Board recommends that you vote “FOR” each director nominee listed above. After consideration of the individual qualifications, skills and experience of each of our director nominees, the Board believes these two director nominees would contribute to a well-balanced and effective Board. Each of the Class II directors elected at the Annual General Meeting will hold office until the annual general meeting of shareholders to be held in 2029 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Michael J. Berthelot and Lori Tauber Marcus currently serve as Class II members of the Board. Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. If, at the time of the meeting, one or more of the director nominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed. | | | | The Board of Directors recommends a vote “FOR” each nominee for director |
PROPOSAL 1—ELECTION OF DIRECTORS
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Introduction
Introduction Our Second Amended and Restated Memorandum of Association provides that our Board must consist of between three and nine directors. Our Corporate Governance Guidelines require that a majority of our board shall be directors who meet the independence standards of the NYSE with one of the independent directors serving as the lead independent director. Our Board is divided into three classes and currently consists of eight directors, of whom five are independent directors (ID) and three are non-independent directors. The non-independent directors together represent the largest single owner of Ordinary Shares. We believe that the classified board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year to year, provides stability in near term operational performance balanced with long term investments, and allows for the refresh of experience to meet the evolving needs of the Company. As a result of the three classes, at each annual general meeting, directors are elected for a three-year term. Class terms expire on a rolling basis so that one class of directors is elected each year. Our current directors and classifications are as follows:
Introduction
| Class II – Expiring 2026 Michael J. Berthelot (ID) Lori Tauber Marcus (ID) | Class III – Expiring 2027 Mohammad Abu-Ghazaleh Ahmad Abu-Ghazaleh Dr. Ajai Puri (ID) | Class I – Expiring 2028 Amir Abu-Ghazaleh Mary Ann Cloyd (ID) Charles Beard, Jr. (ID) |
Introduction
The terms of the two current Class II directors expire at the Annual General Meeting. The Governance Committee recommended to the Board for nomination, and the Board has nominated each of Michael J. Berthelot and Lori Tauber Marcus for re-election. Both Michael J. Berthelot and Lori Tauber Marcus have consented to serve if elected. If any director nominee is unable or unwilling to serve at the time of the election, the proxy holders may vote for another person, or persons, in their discretion. A director nominee who fails to receive a majority of the votes cast will be required to submit his or her resignation as a director. The Board will then consider all the facts and circumstances relative to the continued service of such director before accepting or declining such resignation. We believe that each of our directors and director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner.
Introduction
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Director Skills, Experience and Background
Director Skills, Experience and Background The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board and that align with our strategic vision, business and operations. The following is a summary and description of some of the skills, experience and background that our continuing directors and director nominees bring to the Board. The directors’ biographies note each director’s relevant skills, experience and qualifications relative to this list.
Director Skills, Experience and Background
| LEADERSHIP EXPERIENCE | Experience serving as a CEO, CFO, senior executive or functional leader within an organization | | | | | | | | | | | 8 of 8 | | PUBLIC COMPANY BOARD EXPERIENCE | Experience serving on the boards of other U.S. or international public companies and familiarity with key corporate governance matters | | | | | | | | | | 7 of 8 | | | INDUSTRY EXPERTISE | Experience in key aspects of our businesses and industry, including food/agribusiness, distribution, transportation/shipping, retail and innovation/research & development | | | | | | | | | 6 of 8 | | | | FINANCE/ACCOUNTING | Experience or expertise in financial accounting and reporting or the financial management of an organization | | | | | | | | 5 of 8 | | | | | INTERNATIONAL EXPERIENCE | Experience doing business internationally or focusing on international issues and operations or with multinational companies | | | | | | | | | | 7 of 8 | | | ERM/RISK MANAGEMENT | Experience overseeing risk management matters | | | | | | | 4 of 8 | | | | | | M&A/INTEGRATION | Experience leading growth through acquisitions and other business combinations and ability to evaluate operational integration plans | | | | | | | | 5 of 8 | | | | | OPERATIONS/HUMAN CAPITAL | Experience managing compensation and employee moral, and implementing succession planning and talent development | | | | | | | | 5 of 8 | | | |
Director Skills, Experience and Background
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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.
Director Nominees
Director Nominees
Class II Directors
Class II Directors
Class II Directors
| Michael J. Berthelot Director Since: 2006 Age: 75 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. From 2010 until 2024, Mr. Berthelot served 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. Since 2009, Mr. Berthelot has been 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 |
Class II Directors
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Class II Directors
| Lori Tauber Marcus Director Since: 2021 Age: 63 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 publicly-traded fitness platform. 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 machine 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. Ms. Marcus was a board director for PRIMO Water Corporation, a publicly-traded home/office delivery, pure-play water company from May 2023 to November 2024 and 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 |
Class II Directors
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Continuing Directors
Continuing Directors
Class III Directors
Class III Directors
Class III Directors
| Mohammad Abu-Ghazaleh Director Since: 1996 Age: 84 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). |
Class III Directors
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Class III Directors
| Ahmad Abu-Ghazaleh Director Since: 2018 Age: 49 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). He has served as the Chairman of United Cables Industries Company (UCIC), a Jordanian publicly-traded company, since 2013 and of Augustus Management International since July 2016. He previously served as the Chairman of National Poultry Company (NPC), a Jordanian publicly-traded company and on the board of directors of Banque Misr Liban, Arab Pharmaceutical Company and Modern Pharma, both publicly traded companies that were merged and sold to Hikma Pharmaceuticals (HIK: Lon). 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). |
Class III Directors
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Class III Directors
| Dr. Ajai Puri Director Since: 2024 Age: 72 Non-Executive Director, Olam International, IMI PLC, Califia Farms LP Biography: Dr. Puri currently serves as a board member of 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. Dr. Puri has previously served as a board member of Britannia Industries Ltd. (India), an Indian public company and India’s largest independent food company and Tate & Lyle PLC, a global supplier of food and beverage products to food and industrial markets that is listed on the London Stock Exchange. Additionally, Dr. Puri serves 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: Dr. 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: Olam Group Limited (Singapore) IMI plc (U.K.) |
Class III Directors
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Class I Directors
Class I Directors
Class I Directors
| Amir Abu-Ghazaleh Director Since: 1996 Age: 79 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 |
Class I Directors
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Class I Directors
| Mary Ann Cloyd Director Since: 2019 Age: 71 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 accounting and consulting firm. During her 25 years as a partner at PwC, Ms. Cloyd served in multiple leadership positions, including leading PwC’s Governance Insights Center 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. |
Class I Directors
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Class I Directors
| Charles Beard, Jr. Director Since: 2020 Age: 63 Retired President and Chief Operating Officer, Guidehouse, Inc., Former Partner, PricewaterhouseCoopers LLP Biography: Mr. Beard served as the Chief Operating Officer of global professional services firm Guidehouse, Inc. from 2018 through 2024. Starting January 2025, he transitioned to joining the board of Guidehouse, Inc. He was responsible for guiding the company to exclusively use public cloud services and simultaneously incorporate advanced cyber security capabilities both for the enterprise and its clients. He has more than 30 years of experience as a corporate officer, board member, and professional consultant in the application and exploitation of technology for businesses operating in high risk environments. 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 has served as a director of Healthstream, Inc., a publicly-traded company focused on providing workforce and provider solutions for healthcare organizations, since 2025. 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 Other Public Boards: Healthstream, Inc. |
Class I Directors
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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. Board members are granted shares on May 4th on an annual basis. If the 4th falls on a weekend or holiday, the next open trading day is used for the annual grant date. On May 4, 2025, each non-employee director received an equity award with a grant day fair value of $150,000 or 4,489 restricted share units, which vest on May 4, 2026. 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. In addition, directors serving as Chairs or members of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to additional annual retainers. Prior to October 2025, the retainers Chairs of the Audit Committee, the Compensation Committee and the Governance Committee were $25,000, $20,000 and $15,000, respectively, while retainers for members of the of the Audit Committee, the Compensation Committee and the Governance Committee were $15,000, $7,500 and $5,000, respectively. In October 2025, the Board approved increasing the annual retainers for the Chairs and members of each of the standing committees as follows: (i) for the Audit Committee, the retainer for the Chair retainer increased $12,500 to $37,500 and the retainer for each member increased by $7,500 to $22,500; (ii) for the Compensation Committee, the retainer for the Chair increased by $10,000 to $30,000 and the retainer for each member increased by $3,750 to $11,250; and (iii) for the Governance Committee, the retainer for the Chair increased by $10,000 to $25,000 and the retainer for each member increased $5,000 to $10,000. The lead independent director is entitled to an additional retainer of $35,000. Non-employee directors are also reimbursed for incidental expenses associated with each Board or Committee meeting. Directors who are employees do not receive any additional compensation for their services as a director. The following table sets forth information regarding the compensation of our non-employee directors for fiscal 2025. Mohammad Abu-Ghazaleh, our Chairman and CEO, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mohammad Abu-Ghazaleh’s compensation, see “Executive Compensation” beginning on page 62.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Ahmad Abu-Ghazaleh | 90,000 | 149,977 | 239,977 | | Amir Abu-Ghazaleh | 90,000 | 149,977 | 239,977 | | Charles Beard, Jr. | 112,500 | 149,977 | 262,477 | | Michael J. Berthelot | 160,000 | 149,977 | 309,977 | | Mary Ann Cloyd | 120,000 | 149,977 | 269,977 | | Ajai Puri | 110,000 | 149,977 | 259,977 | | Lori Tauber Marcus | 112,500 | 149,977 | 262,477 |
Director Compensation
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 2025 fiscal year.
Director Compensation
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Director Compensation
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 2025 grants, refer to Note 15 to our consolidated financial statements for the year ended December 26, 2025 included in our Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on February 19, 2026. The following table sets forth the aggregate number of restricted stock units outstanding as of December 26, 2025 for each of our non-employee directors who received a restricted stock unit award in 2025.
Director Compensation
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Director Compensation
| Name | RSUs(a) | | Ahmad Abu-Ghazaleh | 4,605 | | Amir Abu-Ghazaleh | 4,605 | | Charles Beard, Jr. | 4,605 | | Michael J. Berthelot | 4,605 | | Mary Ann Cloyd | 4,605 | | Ajai Puri | 4,605 | | Lori Tauber Marcus | 4,605 |
Director Compensation
(a) Includes 116.2613 dividend equivalent units that are subject to the same restrictions and vesting criteria based on the underlying RSUs to which they relate. 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 issued to them upon vesting of an RSU award 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.
Executive Compensation Elements - Tying Pay to Performance
| | | | Pay Elements | | | | | | | | CEO | Other NEOs | Objective | Key Features | | | | | | | • To provide a base level of fixed income in line with expertise, experience, tenure, performance, potential and scope of responsibility | • Set annually based on market competitiveness and in line with performance and contributions to the achievement of Company goals | | | | | | | • To focus executives on annual financial and operational performance • To reward executives for performance relative to our short-term goals and initiatives | • Target bonus is equal to 125% of the CEO’s base salary and ranges between 50% and 55% of the base salary for each other NEO. • Target bonus for each NEO is set early in the year and actual value realized will adjust based on Company and individual performance | | | | | | | • To focus executives on long- term financial performance based on metrics tied to shareholder value | • Target bonus is equal to 100% of the CEO’s base salary and 35% of the base salary for each other NEO. • Earned based on three weighted company-wide financial metrics | | | | | | | • To align with shareholder interests, reward the achievement of long-term goals and promote stability and, corporate loyalty among the executives • If earned, vests over three years | • PSUs to be earned based on EBITDA, with maximum 125% of the target PSUs for CEO and 100% of target PSUs for all other NEOs • Represented 50% of the total Equity Award for the CEO and all other NEOs in 2025 | | | | | | | • Multi-year vesting requirements align our executives' interests with our shareholders and incentivize retention of our executive talent | • Generally, vest in three equal annual installments, starting on the first anniversary of the grant date. • Represented 50% of total Equity Award for the CEO and all other NEOs in 2025 |
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 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 2025, 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.
Chief Executive Officer Annual Incentive Plan
Chief Executive Officer Annual Incentive Plan How the CEO Annual Incentive Award was determined. For 2025, 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 incentive equal to 125% 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 was 80% of target, which earned 50% of target incentive for such metric. The maximum performance level for each financial performance metric was 120%, which earned 150% of target incentive for such metric. 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 incentive at a maximum rate of 200%. However, the maximum award payable to our CEO under the 2025 CEO AIP was $4,500,000.
Chief Executive Officer Annual Incentive Plan
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Chief Executive Officer Annual Incentive Plan
CEO Financial Performance Metrics and 2025 Results. For 2025, the Compensation Committee utilized three weighted financial performance metrics for purposes of the CEO AIP. For 2025, the Compensation Committee decided to keep all three performance metrics from the prior year, return on equity (ROE), earnings per share (EPS) and 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 2025.
Chief Executive Officer Annual Incentive Plan
| 'Performance Metric | 2025 CEO AIP | Performance Level | | | | | Allocated Opportunity % of Target | Threshold (80% Achievement) | Target (100% Achievement) | Maximum (120% Achievement) | | Return on Equity (Net Income / Average Equity) | 35% | 4.48% | 5.60% | 6.72% | | Earnings per Share | 45% | $1.86 | $2.33 | $2.80 | | Free Cash Flow ($mm) | 20% | $75.2 | $94.0 | $112.8 | | Payout Percentage(1) | | 50% | 100% | 150% |
Chief Executive Officer Annual Incentive Plan
(1) Calculated as a percentage of Target The table below sets forth our actual performance against each of our financial performance metrics for 2025.
Chief Executive Officer Annual Incentive Plan
| Metric | | Weight | Target | | Achieved | | Payout % Achieved | | Return on Equity | | 35% | 5.60 | | 7.41 | | 150% | | EPS | | 45% | $2.33 | | $3.74 | | 150% | | Free Cash Flow | | 20% | $94.0 | M | $231.0 | M | 150% | | | Total Corporate Achievement Factor | | | | | | 150% | | X | Individual Performance Factor (Max 200%) | | | | | | 185% | | X | AIP Target Opportunity | | | | | | $1,500,000 | | | 2025 CEO AIP PLAN PAYOUT | | | | | | $4,162,500 |
Chief Executive Officer Annual Incentive Plan
* The maximum performance level for each financial performance metric is 150%. Upon review of the financial results for fiscal 2025, the Compensation Committee determined that all three metrics were achieved at the maximum level. 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, considered the CEO’s individual leadership in the achievement of strategic objectives, building a strong team, improving operational excellence, reducing debt, and creation of significant shareholder value and recommended and the independent directors approved, our CEO’s Individual Performance Factor at 185%.
Senior Executive Annual Incentive Plan
Senior Executive Annual Incentive Plan How the Senior Executive Annual Incentive Awards were determined. For 2025, 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”).
Senior Executive Annual Incentive Plan
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Senior Executive Annual Incentive Plan
The 2025 Senior Executive AIP was based on the same three financial performance metrics as the CEO AIP: ROE, 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.
Senior Executive Annual Incentive Plan
| Performance Metric | Allocated % of Target Opportunity | | Financial Performance Metrics | 70.0% | | Return on Equity | 24.5% - (35% of 70%) | | Earnings per Share | 31.5% - (45% of 70%) | | Free Cash Flow ($mm) | 14.0% - (20% of 70%) | | Individual Performance Objectives | 30.0% |
Senior Executive Annual Incentive Plan
Financial Performance Metrics. Similar to the CEO AIP, the threshold performance level for each financial performance metric was 80% of target, which earned 50% of target incentive for such metric. The maximum performance level for each financial performance metric was 120%, which earned 150% of target incentive for each metric. 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 and presented to the Compensation Committee for final review and approval. 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 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 individual achievement of performance objectives. The maximum award for any award under the Senior Executive AIP was 150% of target incentive. For 2025, our NEOs typically had an average of 7 to 9 Individual Performance Objectives which were tied to their specific area of responsibility and business line of sight, and were aligned with our core business objectives. The Individual Performance Objectives for our NEOs fell into the following categories of operational priorities, customized, based on the NEO’s role: • Achieve operational excellence and efficiencies; • Improve financial stewardship, performance and profitability;and • Improve business partnering and solidify succession planning progam.
2025 Performance
| Name | Target Opportunity | Payout | Total Payout as % of Target Opportunity | | Mohammad Abu-Ghazaleh | $1,500,000 | $4,162,500 | 278% | | Monica Vicente | $291,577 | $376,134 | 129% | | Mohammed Abbas | $467,500 | $623,972 | 133% | | Marissa R. Tenazas | $268,505 | $354,426 | 132% | | Danny Dumas | $240,000 | $315,000 | 131% |
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); (2) target performance level (which pays out at 100% of the target award for such metric); (3) maximum performance level of 125% (which pays out at 125% of the target award for such metric). Payouts for performance between threshold and maximum will be calculated on a linear basis. Performance Metrics. For the LTIP awards under the 2023 – 2025 LTIP Cycle, the Compensation Committee set the three financial metrics as follows:
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% |
Long Term Cash Incentive Plan
For the 2024 – 2026 and 2025 - 2027 LTIP cycles, the Compensation Committee replaced ROA with Return on Equity (ROE). The performance metrics and their weightings for the 2024 – 2025 and the 2025 - 2027 LTIP cycles were as follows:
Long Term Cash Incentive Plan
| LTIP Metrics (2024-2026 and 2025-2027 LTIP Cycles) | Weight | | Net Sales Growth Over 3 Year Period | 15% | | ROE (Net Income / Average Equity) | 45% | | Net Operating Cash Flow / Average Equity | 40% |
Long Term Cash Incentive Plan
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Long Term Cash Incentive Plan
2023-2025 Performance Cycle Payout In early 2026, 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.
Long Term Cash Incentive Plan
| Metric | Weight | Threshold | Target | Max | Actual | % Earned | | Net Sales Growth (2025 Net Sales / 2022 Net Sales) | 15% | 5.1% | 6.4% | 8.0% | (2.1)% | —% | | ROA (EBIT / Average Asset) | 45% | 6.0% | 6.5% | 7.1% | 3.9% | —% | | Net Operating Cash Flow / Average Equity | 40% | 10.6% | 13.3% | 16.6% | 12.1% | 91.5% |
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. The Company achieved above the threshold for the Net Operating Cash Flow / Average Equity metric. However, the Company did not achieve above the threshold for the Net Sales Growth and ROA metrics. Our CEO and the following NEOs, Mr. Abbas and Ms. Vicente, earned 36.6% of their 2023-2025 LTIP Award. Ms. Tenazas and Mr. Dumas were not active during 2023 and did not participate in our 2023-2025 LTIP program. The individual amounts paid for the 2023-2025 LTIP Award are set forth in the Summary Compensation Table.
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 2025, the Compensation Committee determined that it would use 50% Performance-based restricted stock units and 50% Time-based restricted stock units as the vehicles for equity. 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. Time-based restricted stock units (RSUs) are earned based on the executive's service with the company and are a key factor in the retention of key executives. Each vehicle aligns executive's interests with those of shareholders. How equity awards are determined. Guidelines for the size of the equity granted to each NEO are determined 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. 2025 Equity Awards. In 2025, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) and made adjustments to reflect market data. Specifically, Mr. Abbas, Ms. Vicente and Ms. Tenazas were awarded shares with a value equal to 55% of base salary to align total compensation at the market median. Consequently, the Compensation Committee awarded the following PSUs and RSUs to our NEOs:
Equity Awards
| Name | 2025 RSU Award (Dollar Value $) | Target 2025 PSU Award (Dollar Value $)* | | Mohammad Abu-Ghazaleh | $2,147,989 | $2,147,989 | | Mohammed Abbas | 382,492 | 382,492 | | Monica Vicente | 225,300 | 225,300 | | Marissa R. Tenazas | 207,471 | 207,471 | | Danny Dumas | 119,990 | 119,990 |
Equity Awards
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Equity Awards
Terms of PSUs and 2025 Results. The performance objective was based on an EBITDA goal for the 2025 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. The performance measure, target, actual result, and percent payout are set forth in the table below.
Equity Awards
| Performance Period | Performance Measure | Target | Actual | % Payout | | Fiscal 2025 | EBITDA | $252.0million | $273.3million | 108.5% |
Compensation Setting Process
review and comment on broader aspects of our executive compensation programs, including program philosophy, design and implementation, and executive compensation trends, as requested by the Compensation Committee; • 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; • provide a competitive analysis of our compensation components for our NEOs against our peer group; • assist in reviewing the Company’s share ownership guidelines relative to peer group practices; • perform a competitive analysis of compensation levels for non-employee directors; and • review this Compensation Discussion and Analysis. In addition, WTW attends all Compensation Committee meetings at the request of the committee and presents relevant data and analysis to the committee for its consideration. Independence of the Compensation Consultant. The Compensation Committee recognizes the importance of using an independent compensation consultant that is appropriately qualified and that provides services solely to the Compensation Committee and not to the Company. Del Monte Foods Corporation II Inc., from whom we acquired certain assets in 2026, used WTW with regard to certain benefit plans. We expect to end that engagement as the work is completed and transitioned to another firm over the short term. The Compensation Committee annually reviews its relationship with WTW and determines whether to renew the engagement. Only the Compensation Committee has the right to approve services to be provided by, or to terminate the services of, WTW. WTW and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive compensation. During 2025, 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.
2025 Peer Group
2025 Peer Group In August 2023, 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 prior year's 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
2025 Peer Group
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2025 Peer Group
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. As a result, the Peer Group that was used in connection with the 2025 compensation decisions consisted of the following companies (the “2025 Peer Group”):
2025 Peer Group
| B&G Foods, Inc. Brown-Forman Corporation Campbell Soup Company Darling Ingredients, Inc. Dole plc Flowers Foods, Inc. Hormel Foods Corporation Ingredion Incorporated | Lamb Weston Holdings, Inc. McCormick & Company, Inc. Mission Produce, Inc. Post Holdings, Inc. The Hershey Company The Hain Celestial Group, Inc. The J.M. Smucker Company Treehouse Foods, Inc. |
2025 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 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. 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 2025 compensation program, the Compensation Committee noted that approximately 96% of the votes cast at the 2025 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.
2025 Peer Group
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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.
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, and the three other most highly compensated executive officers in 2025 who were serving as executive officers at the end of 2025, who are referred to collectively as NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mohammad Abu-Ghazaleh | 2025 | 1,200,068 | 4,295,978 | 4,601,700 | 46,818 | 10,144,565 | | Chairman and CEO | 2024 | 1,200,062 | 4,000,000 | 3,615,000 | 42,883 | 8,857,945 | | | 2023 | 1,200,046 | 2,433,301 | 768,000 | 48,142 | 4,449,489 | | Monica Vicente | 2025 | 521,459 | 450,600 | 438,263 | 3,998 | 1,414,321 | | SVP and CFO | 2024 | 486,200 | 493,417 | 396,874 | 6,651 | 1,383,142 | | | 2023 | 485,000 | 245,859 | — | 7,800 | 738,659 | | Mohammed Abbas | 2025 | 850,000 | 764,984 | 732,857 | 17,903 | 2,365,745 | | EVP and COO | 2024 | 850,000 | 724,500 | 731,425 | 19,239 | 2,325,164 | | | 2023 | 833,654 | 689,381 | 101,150 | 19,543 | 1,643,728 | | Marissa R. Tenazas | 2025 | 486,615 | 414,942 | 354,426 | 7,912 | 1,263,895 | | SVP and Chief Human Resources Officer | 2024 | 370,131 | 188,198 | 220,609 | 9,589 | 788,527 | | Danny Dumas SVP Sales, Marketing & Product Management | 2025 | 480,000 | 239,980 | 315,000 | 11,700 | 1,046,680 |
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 26, 2025. Assuming the maximum performance is achieved, the grant data fair value for Mr. Abu-Ghazaleh's PSU award would be $2,684,986. All other NEOs are capped at the target award. (2) PSUs granted in 2025 were earned at 108.5% for Mr. Abu-Ghazaleh. For the remaining NEOs, PSUs were earned and capped at 100% of the target award. PSUs granted in 2018 and 2023 were forfeited as the Company failed to meet the achievement objective in those years. (3) The amounts shown in this column include the cash awards (i) earned with respect to 2025 performance under the CEO AIP or the Senior Executive AIP for Mr. Abu-Ghazaleh, Ms. Vicente, Mr. Abbas, Ms. Tenazas, and Mr. Dumas in the amounts of $4,162,500, $376,134, $623,972, $354,426, and $315,000, respectively and (ii) for Mr. Abu-Ghazaleh, Ms. Vicente, and Mr. Abbas, payments for completed the 2023-2025 LTIP cycle in the amounts of $439,200, $62,129, and $108,885, respectively. 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.” 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 2025 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 $31,605, and medical and dental insurance premiums of $15,213. He does not participate in our 401K or any other retirement plan, nor does he participate in our life insurance program. The amount for Mr. Abbas represents family health and medical benefits. The amounts for Ms. Vicente, Ms. Tenazas and Mr. Dumas include costs related to phone allowance and employer contributions to the Company’s 401(k) plan.
Summary Compensation Table
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Grants of Plan-Based Awards for the 2025 Fiscal Year
Grants of Plan-Based Awards for the 2025 Fiscal Year The following table provides information about equity and non-equity awards granted to our NEOs in the 2025 fiscal year.
Grants of Plan-Based Awards for the 2025 Fiscal Year
| | | | | | | Estimated Future | | | All Other Share Awards: | Grant Date Fair Value | | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | | | Payouts under Equity Incentive Plan Awards (#)(2) | | | Number of Shares of Stock | of Stock and Option | | Name | Plan | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units (#) | Awards ($)(3) | | Mohammad Abu-Ghazaleh | AIP | 2/21/2025 | 750,000(4) | 1,500,000 | 4,500,000 | | | | | | | | 2025-2027 LTIP | 2/21/2025 | 960,000(5) | 1,200,000 | 1,500,000 | | | | | | | | RSUs | 3/3/2025 | | | | | | | 70,961 | 2,147,989 | | | PSUs | 3/3/2025 | | | | 56,769 | 70,961 | 88,701 | | 2,147,989 | | Monica Vicente | AIP | 2/21/2025 | 145,789(4) | 291,577 | 437,366 | | | | | | | | 2025-2027 LTIP | 2/21/2025 | 148,439(5) | 185,549 | 231,936 | | | | | | | | RSUs | 3/3/2025 | | | | | | | 7,443 | 225,300 | | | PSUs | 3/3/2025 | | | | 5,954 | 7,443 | 7,443 | | 225,300 | | Mohammed Abbas | AIP | 2/21/2025 | 233,750(4) | 467,500 | 701,250 | | | | | | | | 2025-2027 LTIP | 2/21/2025 | 238,000(5) | 297,500 | 371,875 | | | | | | | | RSUs | 3/3/2025 | | | | | | | 12,636 | 382,492 | | | PSUs | 3/3/2025 | | | | 10,109 | 12,636 | 12,636 | | 382,492 | | Marissa R. Tenazas | AIP | 2/21/2025 | 134,252(4) | 268,505 | 402,757 | | | | | | | | 2025-2027 LTIP | 2/21/2025 | 136,693 | 170,867 | 213,583 | | | | | | | | RSUs | 3/3/2025 | | | | | | | 6,854 | 207,471 | | | PSUs | 3/3/2025 | | | | 5,483 | 6,854 | 6,854 | | 207,471 | | Danny Dumas | AIP | 2/21/2025 | 120,000(4) | 240,000 | 360,000 | | | | | | | | 2025-2027 LTIP | 2/21/2025 | 134,400(5) | 168,000 | 210,000 | | | | | | | | RSUs | 3/3/2025 | | | | | | | 3,964 | 119,990 | | | PSUs | 3/3/2025 | | | | 3,171 | 3,964 | 3,964 | | 119,990 |
Grants of Plan-Based Awards for the 2025 Fiscal Year
(1) Reflects potential value of the payout pursuant to the terms of the plan awards for the 2025 fiscal year under the CEO AIP and 2025-2027 LTIP for our CEO, Mr. Abu-Ghazaleh, and the Senior Executive AIP and 2024-2026 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.” Please refer to the discussion under the payouts section for individual AIP awards. (2) On March 03, 2025, the Company awarded PSUs to its NEOs with a fair market value of $30.27 per share under the 2022 Omnibus Plan. The PSUs were subject to meeting a target performance goal of $252 million in adjusted EBITDA for fiscal year 2025 with a minimum threshold at 80% target achievement. The performance goal for this award was earned at 108.5% of the target, therefore 108.5% of the PSUs were earned by the CEO and 100% of the PSUs were earned by each NEO. (3) Represents the grant date fair value for the equity awards reported in this table. For the PSUs for each NEO, the amount represents the fair market value at the award date based upon the probable outcome of the performance conditions. Refer to “Compensation Discussion and Analysis—Equity Awards” for the descriptions of the PSUs and RSUs. (4) The amounts shown in this column represent the value of the incentive granted under the 2025 CEO AIP and/or 2025 AIP for Senior Executives assuming that all of the Return on Equity, Free Cash Flow, and Earnings Per Share metrics are achieved at 80%. The threshold for each metric is 80%, however each metric is measured individually which could generate a payment for lesser value. The amounts shown in this column represent the value of the incentive granted under the 2025-2027 LTIP Plan assuming that the performance goal was achieved at 80%.
Grants of Plan-Based Awards for the 2025 Fiscal Year
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information with respect to outstanding equity awards held by our NEOs at 2025 fiscal year-end.
Outstanding Equity Awards at Fiscal Year-End
| | | | | | | STOCK AWARDS | | | | | | | | Equity Incentive Plan Awards | | | | Type of | # of shares or units of stock that have | Market value of shares or units of stock that have not | Number of Unearned Shares, Units or Other Rights that | Market or Payout Value of Unearned Shares, Units or Other Rights | | Name | Grant Date | Equity Award | not vested (#) | vested ($)(1) | have not vested (#) | that have not vested ($) | | Mohammad Abu-Ghazaleh | 3/1/2024 | 2024 PSUs | — | — | 124,053(2) | 4,448,545 | | | 3/3/2025 | 2025 PSUs | — | — | 79,766(3) | 2,860,400 | | | 3/2/2023 | 2023 RSUs | 8,392(4) | 300,935 | — | — | | | 3/3/2025 | 2025 RSUs | 73,517(5) | 2,636,337 | — | — | | Monica Vicente | 3/1/2024 | 2024 PSUs | — | — | 14,505(2) | 520,144 | | | 3/3/2025 | 2025 PSUs | — | — | 7,711(3) | 276,522 | | | 3/2/2023 | 2023 RSUs | 1,413(4) | 50,678 | — | — | | | 3/3/2025 | 2025 RSUs | 7,711(5) | 276,522 | — | — | | Mohammed Abbas | 2/24/2016 | 2016 PSUs | — | — | 4,857(6) | 174,181 | | | 2/22/2017 | 2017 PSUs | — | — | 4,361(6) | 156,368 | | | 2/20/2019 | 2019 PSUs | — | — | 3,509(6) | 125,833 | | | 3/2/2020 | 2020 PSUs | — | — | 2,268(6) | 81,341 | | | 3/1/2021 | 2021 PSUs | — | — | 4,364(6) | 156,497 | | | 3/1/2024 | 2024 PSUs | — | — | 21,298(2) | 763,762 | | | 3/3/2025 | 2025 PSUs | — | — | 13,091(3) | 469,452 | | | 3/2/2023 | 2023 RSUs | 3,963(4) | 142,120 | — | — | | | 3/3/2025 | 2025 RSUs | 13,091(5) | 469,452 | — | — | | Marissa R. Tenazas | 4/1/2024 | 2024 PSUs | — | — | 5,247(7) | 188,162 | | | 3/3/2025 | 2025 PSUs | — | — | 7,101(3) | 254,639 | | | 3/3/2025 | 2025 RSUs | 7,101(5) | 254,639 | — | — | | Danny Dumas | 9/6/2024 | 2024 PSUs | — | — | 1,845(8) | 66,174 | | | 3/3/2025 | 2025 PSUs | — | — | 4,107(3) | 147,270 | | | 3/3/2025 | 2025 RSUs | 4,107(5) | 147,270 | — | — |
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 ($35.86) on December 26, 2025, the last day of our 2025 fiscal year. The ultimate value of the awards will depend on the value of our Ordinary Shares on the actual vesting date. (2) Represents PSUs granted on March 1, 2024 to vest between March 1, 2025 and March 1, 2027. The 2024 performance objective for these PSUs were achieved at 105.5%, which means that 105.5% of the target shares was granted to the CEO and 100% of the target shares were granted to the remaining NEOs. These shares vest equally over a three-year period. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). (3) Represents PSUs granted on March 3, 2025 to vest between March 3, 2026 and March 3, 2028. The 2025 performance objective for these PSUs was achieved at 108.5%, which means that 108.5% of the target shares was granted to the CEO and 100% of the target shares were granted to the remaining NEOs. These shares vest equally over a three-year period. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). (4) Represents unvested RSUs that will vest on March 2, 2026. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). (5) Represents unvested RSUs that will vest on March 3, 2026, March 3, 2027, and March 3, 2028. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). (6) 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. (7) Represents PSUs granted on April 1, 2024 to vest between April 1, 2025 and April 1, 2027. The 2024 performance objective for these PSUs were achieved at 105.5%, which means that 100% of the target shares were granted. These shares vest equally over a three-year period. The number of outstanding shares also includes accrued dividend equivalent units (DEUs). Represents PSUs granted on September 6, 2024 to vest between September 6, 2025 and September 6, 2027. The 2024 performance objective for these PSUs were achieved at 105.5%, which means that 100% of the target shares were granted. These shares vest equally over a three-year period. The number of outstanding shares also includes accrued dividend equivalent units (DEUs).
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested Table for the 2025 Fiscal Year
Option Exercises and Stock Vested Table for the 2025 Fiscal Year The following table sets forth information with respect to the NEOs concerning the vesting of RSUs and PSUs in fiscal 2025. The Company no longer has outstanding stock options nor has it granted any stock options therefore no options were exercised with respect to the NEOs during the 2025 fiscal year.
Option Exercises and Stock Vested Table for the 2025 Fiscal Year
| | Stock Awards | | | Name | Number of Shares Acquired On Vesting (#)(1) | Value Realized On Vesting ($)(2) | | Mohammad Abu-Ghazaleh | 104,044(3) | 3,172,302 | | Monica Vicente | 9,873(4) | 301,028 | | Mohammed Abbas | 20,680(5) | 630,533 | | Marissa R. Tenazas | 2,556(6) | 79,415 | | Danny Dumas | 914(7) | 32,813 |
Option Exercises and Stock Vested Table for the 2025 Fiscal Year
(1) Amounts in this column include dividend shares paid on the vested shares. (2) The dollar value realized represents the market value at vesting date using the closing price of our Ordinary Shares on vesting date. (3) Represents 95,969 vested PSUs from the 2022 and 2024 PSU grants and 8,075 vested RSUs from the 2021 and 2023 RSU grants. (4) Represents 7,908 vested PSUs from the 2022 and 2024 PSU grants and 1,965 vested RSUs from the 2022 and 2023 RSU grants. An aggregate of 2,532 shares were sold to cover taxes. (5) Represents 13,805 vested PSUs from the 2022 and 2024 PSU grants and 6,875 vested RSUs from the 2022 and 2023 RSU grants. An aggregate of 5,064 shares were sold to cover taxes. (6) Represents 2,556 vested PSUs from the 2024 PSU grant. An aggregate of 1,148 shares were sold to cover taxes. (7) Represents 914 vested PSUs from the 2024 PSU grant. An aggregate of 273 shares were sold to cover taxes.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
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.”
Pay Versus Performance
| | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Compensation Table Total for Non-PEO NEOs(3) | Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (millions)(7) | EBITDA (millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $10,144,565 | $11,329,155 | $1,522,660 | $1,624,826 | $171.17 | $91.89 | $93.5 | $220.0 | | 2024 | $8,857,945 | $9,767,649 | $1,406,662 | $1,477,383 | $105.78 | $124.27 | $141.6 | $273.9 | | 2023 | $4,449,489 | $4,326,157 | $892,993 | $844,022 | $81.18 | $114.36 | $(1.6) | $124.1 | | 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 |
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.” (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:
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 | | 2025 | $10,144,565 | $(4,295,978) | $5,480,568 | $11,329,155 | | 2024 | $8,857,945 | $(4,000,000) | $4,909,704 | $9,767,649 | | 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 |
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. 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.
Pay Versus Performance
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Pay Versus Performance
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:
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 | | 2025 | $5,305,595 | $275,002 | $— | $(256,207) | $— | $156,179 | $5,480,568 | | 2024 | $5,728,232 | $605,322 | $— | $(152,396) | $(1,391,591) | $120,137 | $4,909,704 | | 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 |
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 2024, Monica Vicente, Mohammed Abbas, Effie D. Silva and Marissa R. Tenazas; (ii) for 2023, Monica Vicente, Mohammed Abbas, Jesus Rodriguez Calvo, Effie D. Silva and Ziad Nabulsi; (iii) 2022, Monica Vicente, Mohammed Abbas, Ziad Nabulsi, Helmuth Lutty, Youssef Zakharia and Eduardo Bezerra; and (iv) for 2021, Eduardo Bezerra, Mohammed Abbas, Youssef Zakharia and Marlene M. Gordon. (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:
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 | | 2025 | $1,522,660 | $(467,627) | $569,793 | $1,624,826 | | 2024 | $1,406,662 | $(446,366) | $517,087 | $1,477,383 | | 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 |
Pay Versus Performance
* The amounts deducted or added in calculating the total average equity award adjustments are as follows:
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 | | 2025 | $553,983 | $22,491 | $— | $(19,402) | $— | $12,721 | $569,793 | | 2024 | $603,181 | $31,606 | $— | $(5,294) | $(116,038) | $3,632 | $517,087 | | 2023 | $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 |
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. (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. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 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
Pay Versus Performance
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Pay Versus Performance
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.
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 2025, our last completed fiscal year: • The median of the annual total compensation of all our employees (other than our CEO) was $8,960; and • The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $10,144,565. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 1,132 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: 1) We selected November 30, 2025 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, 2025, our employee population consisted of approximately 40,421 individuals. This population consisted of our full-time, part-time, and temporary employees employed with us as of the determination date, of which 1,357 were located in the United States and 39,364 were located in the other 41 countries in which we operate. 2) To identify the “median employee” from our employee population, we used the following methodology: a) We considered all our employees in the different countries where we are located. 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, 2025 and ending November 30, 2025. c) We determined our sample size and took a representative sample from each country based on below: 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; 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; 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 2025 was 337); and iv) The resulting random sampling of employees was stacked to identify the median employee. 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. 3) For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of 8,960. 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 502.34 Costa Rican Colones to each U.S. Dollar (the exchange rate as of November 30, 2025). 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.
CEO PAY RATIO
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DIRECTORS
DIRECTORS