DEF 14A of JBT MAREL Corp, Mar 28, 2024

DEF 14A of JBT MAREL Corp

Filed Mar 28, 2024 · FY20230001433660-24-000015

Open on EDGAR

  1. Proposal 1 – Board of Director Nominees

    Proposal 1 – Board of Director Nominees

  2. Proposal 1 – Board of Director Nominees

    | Proposal Election of Directors | Board Recommendation The Board of Directors recommends that you vote FOR each director nominee | • |

  3. PROPOSAL SUMMARY

    PROPOSAL SUMMARY The re-election of two Directors. The Board of Directors currently consists of seven members. We currently have three classes of directors, each class being of approximate equal size. At our 2023 Annual Meeting of Stockholders, our stockholders approved a proposal to amend our Certificate of Incorporation to transition to annual elections of all of our directors, beginning at this year's Annual Meeting. Our Certificate of Incorporation was amended on May 15, 2023 to implement this change on a staggered basis. As a result, the term for this year's Board nominees will be two years expiring at the 2026 Annual Meeting of Stockholders. Beginning with our 2025 Annual Meeting of Stockholders and at all annual meetings thereafter, directors whose terms are expiring, and any successors, will be elected to serve one year terms. Until the 2025 Annual Meeting, class terms will expire on a rolling basis, so that one class of directors is elected each year. Beginning with the 2026 annual meeting of stockholders, the entire Board will be elected annually. The nominees for director this year are C. Maury Devine and Charles L. Harrington. The continuing directors are Barbara L. Brasier, Brian A. Deck, Alan D. Feldman, Lawrence V. Jackson and Polly B. Kawalek. Information about the nominees, the continuing directors and the Board of Directors as a whole is contained in the section of this Proxy Statement entitled “Board of Directors.” The Governance and Sustainability Committee has determined to re-nominate C. Maury Devine and Charles L. Harrington as Class I directors at the 2024 Annual Meeting of stockholders. The Board of Directors expects that both of the nominees will be able and willing to serve as directors. If any nominee is not available: •the proxies may be voted for another person nominated by the current Board of Directors to fill the vacancy; •the Board of Directors may decide to leave the vacancy temporarily unfilled; or •the size of the Board of Directors may be reduced. The election of directors will be determined by a majority voting standard. This means that a director nominee will be elected to the Board of Directors only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election.

  4. PROPOSAL SUMMARY

    | 2024 Proxy Statement | 1 |

  5. PROPOSAL SUMMARY

    BOARD OF DIRECTORS

  6. Nominees for Directors

    Nominees for Directors (Class I — Term Expiring in 2026)

  7. C. Maury Devine

    C. Maury Devine

  8. C. Maury Devine

    | Director Since: 2008 Retired President and Managing Director, ExxonMobil Norway, an oil and gas exploration company Age: 73 | Background •President and Managing Director of ExxonMobil Corporation’s Norwegian affiliate, Exxon Mobil Norway, from 1996 to 2000. •Secretary of Mobil Corporation from 1994 to 1996. From 1990 to 1994, Ms. Devine managed Mobil’s international government relations and from 1988 to 1990, Ms. Devine served as manager, security planning for Mobil. •From 2000 to 2003, Ms. Devine was a Fellow at Harvard University’s Belfer Center for Science and International Affairs. •15 years of service in United States government positions at the White House, the American Embassy in Paris, France, and the U.S. Department of Justice. •Ms. Devine served on the Board of Directors of FMC Technologies, Inc. from 2005 to 2016, Technip from 2011 to 2017, Valeo from 2015 to 2022, and ConocoPhillips from 2017 to 2023. | Qualifications •15 years of U.S. government service provides insights into international affairs and knowledge of the Federal government. •Significant industrial and government experience in multiple domestic and international roles brings a wealth of experience to our Board in domestic and international markets. Committees: Chair of the Governance and Sustainability Committee Member of the Audit Committee |

  9. Charles Harrington

    Charles Harrington

  10. Charles Harrington

    | Director Since: 2022 Former, Chairman, Chief Executive Officer and President of Parsons Corporation, a digitally enabled solutions provider, focused on defense, intelligence and critical infrastructure markets Age: 65 | Background •Executive Chairman of Parsons Corporation (July 2021 to April 2022). •Chairman, Chief Executive Officer and President of Parsons Corporation from April 2008 to July 2021. During his career at Parsons Corporation, Mr. Harrington served as Chief Financial Officer (July 2006 to April 2008), Group President (January 2001 to July 2006), Senior Vice President (April 1996 to January 2001) and Vice President, Program Management and Business Development (January 1991 to April 1996). •Mr. Harrington currently serves on three other public company Boards: J.G. Boswell Company (since June 2015); Constellation Energy Corporation (since February 2022); and Korn Ferry (since September 2022). •Mr. Harrington also serves as Chairman of the Board of the Institute of Digital Engineering USA (IDEUSA) and as Vice Chairman of the Cal Poly Foundation. •Mr. Harrington served on the Board of Directors of The AES Corporation (2013-2020). | Qualifications •40-year career at Parson Corporation with increasing levels of leadership and executive responsibilities. •Experience as a chief executive and board chairman provide the Board with significant experience in its evaluations of risks and opportunities facing our Company. Committees: Member of the Audit Committee Member of the Governance and Sustainability Committee |

  11. Charles Harrington

    | 2 | 2024 Proxy Statement |

  12. Charles Harrington

    Class II — Term Expiring in 2025

  13. Alan Feldman

    Alan Feldman

  14. Alan Feldman

    | Director Since: 2008 Chairman of the Board, JBT Corporation Former Chairman of the Board, President and Chief Executive Officer of Midas, Inc., an international automotive services company Age: 72 | Background •Chairman of the Board of Directors, JBT Corporation since June 2020. •President and Chief Executive Officer of Midas, Inc. from January 2003 until May 2012 and its Chairman from May 2006 until May 2012. •Held several senior management posts with McDonald’s Corporation, becoming President of McDonald’s USA in 1998 and Chief Operating Officer and President of McDonald’s Americas in 2001. •Served in financial and operations posts at Frito-Lay and Pizza Hut. At Pizza Hut, Mr. Feldman was named Senior Vice President of Operations in 1990 and Senior Vice President, Business Strategy and Chief Financial Officer, in 1993. •Mr. Feldman currently serves on one other public company Board: Foot Locker, Inc. (since May 2005 •Mr. Feldman serves as a Governing Director of the University of Illinois Foundation. •Mr. Feldman served on the Board of Directors for GNC Holdings, Inc. from 2013 to 2020. | Qualifications •Expertise in the fast-food, quick-serve and snack food industries, markets for our FoodTech businesses, as a result of his senior management positions with McDonald’s and PepsiCo’s Frito-Lay and Pizza Hut operating units. •His experience serving as CEO and Chairman of Midas, Inc. provides our Board with the expertise and experience of a former chief executive officer and board chairman of an international retail, parts and services business. Committees: Member of the Compensation Committee |

  15. Lawrence V. Jackson

    Lawrence V. Jackson

  16. Lawrence V. Jackson

    | Director Since: 2020 Chairman of the Board of Directors of SourceMark LLC and Senior Advisor for New Mountain Capital LLC, a New York-based private investment firm Age: 70 | Background •Current Chairman (since 2010) and former Chief Executive Officer (from 2010 to 2012) of SourceMark LLC., privately-held. •Senior Advisor of New Mountain Capital LLC (since 2008). •Executive Vice President, Chief People Officer and President and Chief Executive Officer, Global Procurement Division, of Wal-Mart Stores, Inc. (2004 to 2007). •President and Chief Operating Officer of Dollar General Corporation (2003 to 2004). •Mr. Jackson currently serves on two other public company Boards: Assurant, Inc. (since 2009); and Bloomin’ Brands, Inc. (since 2020). •Mr. Jackson served on the Board of Directors of Allied Waste Industries, Inc. from 2003 to 2005, Fresh America Corporation from 1997 to 2001, Prologis, Inc. from 2008 to 2011, RadioShack Corporation from 2000 to 2005, and Snyder’s-Lance, Inc. from 2015 to 2018. | Qualifications •Over 30 years of senior executive and logistics management experience with leading consumer product and food related companies, including Dollar General, Wal-Mart, Safeway and PepsiCo. •Significant board leadership experience having served as a director for SourceMark (currently serving as Chairman), Assurant, Bloomin Brands and Snyder’s-Lance as well as several private portfolio companies owned by New Mountain Capital. Committees: Member of the Compensation Committee Member of the Governance and Sustainability Committee |

  17. Lawrence V. Jackson

    | 2024 Proxy Statement | 3 |

  18. Lawrence V. Jackson

    Class III — Term Expiring in 2026

  19. Barbara L. Brasier

    Barbara L. Brasier

  20. Barbara L. Brasier

    | Director Since: 2019 Retired Senior Vice-President and Chief Financial Officer of Herc Holdings, Inc., an equipment rental company Age: 65 | Background •Senior Vice President and Chief Financial Officer of Herc Holdings, Inc. from 2015 to 2018. •Senior Vice President, Tax and Treasury of Mondelez International, Inc. from 2012 to 2015. •Ms. Brasier currently serves on two other public company Boards: Molina Healthcare, Inc. (since 2019); and Lancaster Colony Corporation (since 2019). | Qualifications •Experience as a senior executive officer in finance spanning a career of over 35 years in various industries including paper and packaging, industrial equipment and food production. •Broad global operating, finance and M&A experience. Committees: Chair of the Audit Committee |

  21. Brian A. Deck

    Brian A. Deck

  22. Brian A. Deck

    | Director Since: 2020 President & Chief Executive Officer of JBT Corporation Age: 55 | Background •President and Chief Executive Officer since December 2020. •Interim President and Chief Executive Officer from June 2020 to December 2020. •Executive Vice President and Chief Financial Officer from 2014 to September 2020. •Chief Financial Officer of National Material L.P. from 2011 to 2014. •Mr. Deck had positions of increasing responsibilities at Ryerson Inc., General Electric Capital, Bank One (now JPMorgan Chase & Co.) and Cole Taylor Bank. | Qualifications •Ten years as a JBT executive leading our diversified businesses through two growth strategies, capital deployment via multiple acquisitions, disposition of our AeroTech Division in furtherance of a pure play food & beverage industry strategy, a digital transformation strategy, capital structure changes, execution of the Company’s margin expansion program and restructuring actions. •MBA with a concentration in finance from DePaul University and a Bachelor’s degree in Economics from the University of Illinois. |

  23. Polly B. Kawalek

    Polly B. Kawalek

  24. Polly B. Kawalek

    | Director Since: 2008 Retired President of PepsiCo’s Quaker Foods Division, an international manufacturer of branded products Age: 69 | Background •Retired in 2004 after serving for 25 years in various capacities with Quaker Oats, Inc., which in 2001 became a business unit of PepsiCo, serving as President of Quaker Oats’ U.S. Foods division from 2001 until 2004, and from 1997 through 2000 as President of its Hot Breakfast division. •Ms. Kawalek served on the Board of Directors of Elkay Manufacturing Company from 2005 to March 2020, Martek Biosciences Corp. from 2005 until February 2011, and Kimball International, Inc. from 1998 until January 2009. | Qualifications •25 years of food industry experience from her roles at Quaker Oats, both prior and subsequent to its acquisition by PepsiCo. Ms. Kawalek’s insights into research and development, product innovation and marketing bring our Board key perspectives for strategic planning. Committees: Chair of the Compensation Committee |

  25. Polly B. Kawalek

    | 4 | 2024 Proxy Statement |

  26. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  27. Director Compensation

    Director Compensation The Compensation Committee periodically reviews non-employee director compensation to ensure that the amount of compensation provided to non-employee directors is within appropriate parameters. No changes were made to non-employee director pay in 2023. For 2023, each of our non-employee directors was eligible to receive an annual retainer of $90,000. This annual retainer is structured to provide each non-employee director with the option to receive 0%, 50%, or 100% of the value of the retainer in the form of restricted stock units (“RSUs”), provided a timely election to receive RSUs is made by a non-employee director, and the option to elect to receive any remainder in cash, payable in quarterly installments. RSUs granted as part of the 2023 retainer had a fair market value equal to the deferred amount of the annual retainer on the date of the grant and vest in May 2024. The amount of this annual retainer is allocated among fees earned or paid in cash (column (b)) and stock awards (column (c)) in the Director Compensation Table below based upon the election made by each director. We also make an annual non-retainer equity grant of RSUs to our non-employee directors. Our practice is to grant these awards on May 1 of each year. On May 1, 2023, we awarded each of our non-employee directors RSUs with a value of $135,000, which is included in the amount contained in column (c) of the Director Compensation Table below. These awards will vest in May 2024. Our non-employee directors do not receive additional cash remuneration for Board of Directors meetings or committee meetings attended, although committee chairs, and the non-executive Chairman of the Board do receive additional remuneration for these roles, at competitive market levels. For 2023, the chair of the Audit Committee received an additional annual fee of $20,000; the chair of the Compensation Committee received an additional annual fee of $15,000; the chair of the Governance and Sustainability Committee received an additional annual fee of $15,000; and the Chairman of the Board received an additional annual fee of $120,000, and a pro-rated portion of that fee is included as fees earned or paid (column (b)) for 2023 in the Director Compensation Table below for each of our directors who served in such roles. Each non-employee director will also receive reimbursement for reasonable incidental expenses incurred in connection with the physical attendance of meetings of the Board and Board committees, certain other Company events or meetings or continuing education conferences they attend related to their Board service.

  28. Director Compensation

    | 14 | 2024 Proxy Statement |

  29. Director Compensation

    We have ownership requirements for our non-employee directors that are based on a multiple of five times the amount of each non-employee director’s annual retainer to be met within five years of their appointment to the Board, and each of our non-employee directors who are currently subject to this requirement is in compliance with the ownership requirements. Non-employee directors who meet the ownership guidelines may elect whether to have the RSUs they elect to receive from the annual retainer and the annual non-retainer equity grants they are awarded (i) distributed at the time of vesting, which is one year after grant date, or (ii) distributed after they complete their service on our Board. Unvested RSUs will be settled and are payable in Common Stock upon the death or disability of a director or in the event of a change-in-control of the Company, as such term is defined in the Incentive Compensation Plan. The following table shows all compensation awarded, paid to or earned by the non-employee members of our Board of Directors from all sources for services rendered in all of their capacities to us during 2023.

  30. Director Compensation Table

    Director Compensation Table

  31. Director Compensation Table

    | | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | Name (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | (a) | (b) | (c) | (d) | (e) | | Barbara L. Brasier | $110,000 | $135,046 | $4,759 | $249,805 | | C. Maury Devine | $105,000 | $135,046 | $10,360 | $250,406 | | Alan D. Feldman | $210,000 | $135,046 | $2,208 | $347,254 | | Charles L. Harrington | $— | $225,006 | $2,724 | $227,730 | | Lawrence V. Jackson | $45,000 | $180,026 | $1,183 | $226,209 | | Polly B. Kawalek | $15,000 | $225,006 | $560 | $240,566 | | Emmanuel Lagarrigue (5) | $— | $225,006 | $— | $225,006 |

  32. Director Compensation Table

    ____________________________________ (1)Brian A. Deck, our President and Chief Executive Officer is not included in the table as he was an employee during 2023 and did not receive compensation for his service as director. The compensation paid to Mr. Deck is shown in the Summary Compensation Table in this Proxy Statement. (2)Includes the amount of any cash portion of the director’s annual retainer each director elected to receive, and additional fees paid to the chairperson of each board committee, and to the Non-Executive Chairman, for serving in those functions. (3)RSU grants were made on May 1, 2023, valued at $107.35 per share, the closing price of our Common Stock on May 1, 2023, reflecting an aggregate grant date fair value for all of our non-employee directors of $1,260,182. The amount reflected above represents the fair value of the awards at grant date. The aggregate number of outstanding RSUs held by each of our non-employee directors on December 31, 2023 was: Ms. Brasier, 1,258; Ms. Devine, 44,045; Mr. Feldman, 54,518; Mr. Harrington 2,096; Mr. Jackson, 6,501; Ms. Kawalek, 59,516; and Mr. Lagarrigue, 2,096. (4)Amounts in this column represent (a) charitable contributions made in the name of directors by us during 2023 pursuant to the matching charitable contribution program available to all of our employees and directors. Pursuant to this program, we match 100% of the charitable contributions of our employees and directors up to $5,000 in any year; and (b) any reimbursement for reasonable incidental expenses incurred in connection with the physical attendance of meetings of the Board and Board committees, certain other Company events or meetings or continuing education conferences they attend related to their Board service. (5)Mr. Lagarrigue retired from the Board in February 2024. Our non-employee directors do not participate in our employee benefit plans other than our matching program for charitable contributions.

  33. Compensation Discussion and Analysis

    | Proposal 2 – Say on Pay | 18 | | EXECUTIVE COMPENSATION | 20 | | Compensation Discussion and Analysis | 20 | | Our Values, Vision & Purpose | 21 | | Our Named Executive Officers | 21 | | Our Compensation Philosophy | 25 | | Core Principles | 25 | | Our Compensation Process | 25 | | Roles Within the Compensation Setting Process | 26 | | The Role of the Compensation Committee: | 26 | | The Role of Management: | 26 | | The Role of Independent Compensation Consultants: | 26 | | The Role of Peer Groups: | 26 | | Our Compensation Practices | 27 | | Core Principle: Business Strategy Alignment | 27 | | Core Principle: Stockholder Engagement and Value Creation | 28 | | Stockholder Engagement | 29 | | Core Principle: Pay-for-Performance Alignment | 29 | | Core Principle: Competitiveness & Retention | 30 | | Our Pay Components | 31 | | Base Salary | 31 | | Incentive Compensation Plans: Adjustments Relating to 2023 Sale of AeroTech | 31 | | Management Incentive Plan | 32 | | 2023 Target Award Opportunities | 32 | | 2023 Performance Metrics and Weight | 32 | | 2023 Performance Targets | 32 | | 2023 Performance Results | 33 | | 2023 MIP Payout | 34 | | Long-Term Incentive Plan | 35 | | 2021-2023 Equity Awards: LTIP Awards Vesting in 2023 | 36 | | 2021 – 2023 Award Long-Term Incentive Compensation Metrics | 37 | | 2023-2025 Equity Awards: Annual Equity Awards Granted in 2023 | 38 | | Other Benefits | 41 | | Pension | 41 | | Savings Plan | 41 | | Change-in-Control Benefits | 42 | | General Executive Severance Benefits | 42 | | Impact of Retirement on Outstanding LTIP Awards | 42 | | Perquisites | 43 | | Risk and Oversight Considerations | 43 | | Securities Trading Policy | 43 | | Claw-Back Policy | 43 | | Impact of Section 162(m) of the Internal Revenue Code on Executive Compensation | 43 | | Stock Ownership Requirements | 44 | | RISK IN COMPENSATION PROGRAMS | 44 |

  34. Our Compensation Process

    Roles Within the Compensation Setting Process The Role of the Compensation Committee: The Compensation Committee is responsible for making all final compensation decisions concerning our NEOs. Each compensation plan and agreement for executive officers undergoes thorough review and approval by the Compensation Committee. It's important to note that all members of the Compensation Committee meet the criteria for independent directors as outlined in the listing requirements of the New York Stock Exchange. The Role of Management: Our Chief Executive Officer and our Executive Vice President, Human Resources, contribute their insights on compensation programs and policies. The Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of NEOs reporting to him. The Role of Independent Compensation Consultants: According to its charter, the Compensation Committee has the authority to engage external consultants, experts, and other professionals to support the fulfillment of its responsibilities. In 2023, the Compensation Committee engaged Meridian, an independent compensation consultant, to provide expertise on pay philosophy, prevailing market practices, and pertinent regulatory mandates. This collaboration aimed to ensure that compensation decisions were in alignment with the interests of our stockholders. The Role of Peer Groups: The Committee engages its independent consultant, Meridian, to undertake an annual review of the compensation peers that are used to provide insight into market competitive pay levels and design practices. In partnership with the independent compensation consultant, we have established a robust process to appropriately assess the relevance of different companies in the context of making compensation comparisons. We utilize comprehensive compensation surveys and proxy data of our peer companies to compare each element of pay and total target compensation for each of our NEOs against compensation of comparable positions at such peer companies. In determining the appropriate members of such peer group for 2023, the Committee, sought the following attributes: •Size: The peer group includes companies that are of similar size and complexity to JBT. •Similar Business Models: The peer group includes companies that engage in food or other manufacturing businesses that we believe compete with some of our businesses for customers, suppliers, executive talent and, ultimately, investors. •Revenue: The revenue of the peer companies ranged from $770 million to $4.4 billion as of 2022 fiscal year end, with a median of $1,896 billion. Our Company’s global revenue was $2.17 billion in 2022 (total revenue from continuing operations). (Although the companies included in the peer group vary in revenue size and market capitalization, benchmark data incorporates regression analysis to develop size-adjusted values for each element of compensation.)

  35. Our Compensation Process

    For the purposes of setting 2023 NEO compensation, the peer group consisted of the following 24 industrial companies, which were approved by the Compensation Committee after consulting with the Committee’s independent compensation consultant, Meridian. The peer group provides a representative sample for comparison of executive pay levels, design practices and financial and stock performance.

  36. Stockholder Engagement

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓High percentage of executive compensation is tied to performance with caps on all incentive plan payouts. | ✗Our incentive programs do not make payouts when financial metric results are below threshold level performance. | | ✓Performance metrics are designed to promote achievement of stretch objectives and alignment with value creation. | ✗Our incentive programs do not encourage excessive risk taking. | | ✓We generally target the 50th percentile or median level of the market for all elements of executive officer compensation against an appropriate peer group. | ✗We do not give excessive or high-value perquisites to executives. | | ✓Each of our executive officers are required to comply with stock ownership guidelines requiring a meaningful investment in the Company’s long-term prospects. | ✗We do not pay dividends on performance-based restricted stock until performance goals and vesting requirements are met. | | ✓Our compensation programs give our Compensation Committee the right to “claw back” awards to our executive officers in the event of conduct prejudicial to the Company or a restatement of our financial results. | ✗We do not allow our directors, executive officers or other employees to engage in any hedging or pledging transactions involving Company securities. | | ✓Addition of ESG metrics as part of our annual incentive program design (new for 2023). | ✗Our executive severance agreements do not include excise tax gross-up provisions do not provide single-trigger change-in-control severance benefits. |

  37. Stockholder Engagement

    Core Principle: Pay-for-Performance Alignment Our Executive Compensation Program closely links a substantial portion of our executive’s total compensation with our financial performance targets and achievement of individual objectives. The allocation of this incentive compensation between short- and long-term financial objectives is a key element of our compensation program. These incentives are designed to drive the achievement of financial, operational, and strategic goals over both short and long durations. To encourage a focus on long-term success, our compensation structure includes equity incentives with a three-year vesting requirement and a performance-based component tied to Company performance over the same period. A significant portion, 57%, of our Chief Executive Officer's target compensation and an average of 48% of our other NEOs' target compensation is tied to performance incentives for 2023. An additional 26% of our CEO's target compensation and 17% on average for our other NEOs' target compensation consists of time-based LTIP awards, subject to forfeiture until the end of their vesting periods.

  38. Stockholder Engagement

    Core Principle: Competitiveness & Retention We offer competitive compensation packages that are aligned with industry standards and vary depending on each individual's experience, impact, and performance. Our goal is to target the 50th percentile, or median, of the market for all compensation elements, though each individual's compensation may be above or below the market median based on additional factors such as individual performance, internal equity and experience in role. In addition, we provide the opportunity to earn higher short-term and long-term incentives for exceptional performance. For our NEOs, total compensation is made up of a base salary, annual cash bonuses (MIP), and long-term incentives (LTIP) that consist of time-based and performance-based Restricted Stock Units (RSUs).

  39. Our Pay Components

    | Compensation Component | Base Salary | Management Incentive Plan (“MIP”) Awards | Long-Term Incentive Plan (“LTIP”) Awards | | Purpose | Provide a consistent base salary level of Compensation | Incentive to drive Near-Term Performance | Incentive to Drive Long-Term Performance | | Strategic Alignment | Attract and compensate high performing leaders at a competitive level of cash compensation based on level of responsibility, experience and sustained individual performance. | Motivate and reward executives to achieve annual financial, division, and functional performance metrics and objectives important to organizational success. | Focuses executives on the attainment of specific long-term financial performance objectives that are closely aligned with our strategic and operational plans as well as stock price growth with the relative TSR metric. This approach fosters executive retention by establishing a clear connection between their efforts and the overarching organizational goals. | | Target | Fixed Cash Component | Fixed Percentage of Base Salary | Fixed Cash Value Equity Opportunity | | Form of Delivery | Cash | Cash | Performance-based RSUs (60%) Time-based RSUs (40%) | | Performance Metrics | NA | EBITDA, EBITDA Margin, Free Cash Flow Conversion | ROIC, EPS, relative TSR | | Performance Scale | NA | BPI: 0% - 250% of target PPI: 0% - 200% of target (Maximum payout opportunity is capped at 200% of target) | Performance-based RSUs 0% - 200% of target | | Additional Characteristics | Competitive with our peer group median (size adjusted) | Designed to reward for meeting or exceeding business (BPI) and personal (PPI) performance measures | Ultimate value depends on our stock price at the end of the vesting period and performance against pre-established financial goals as well as the relative comparison in stock growth to the S&P 1500 Industrial Machinery index constituents |

  40. 2023 Performance Metrics and Weight

    2023 Performance Metrics and Weight For 2023, our annual MIP opportunity was weighted primarily toward business performance (75%), referred to as the “BPI” component, and secondarily to individual performance (25%), referred to as the “PPI” component. The BPI component was tied to performance targets based on to the following metrics:

  41. 2023 Performance Results

    | Overall Company Performance Measures | | | | | | | | | 0% Payout of Target BPI | 100% Payout of Target BPI | 250% Payout of Target BPI | 2023 Performance | Weight | BPI Payout | | EBITDA* | $217.0 | $257.0 | $290.0 | $272.7 | 50% | 1.71 | | EBITDA Margin | 13.50% | 15.25% | 17.50% | 16.40% | 25% | 1.76 | | FCF* | 60.0% | 110.0% | 185.0% | 124.4% | 25% | 1.29 | | Total BPI Rating | | | | | | 1.62 |

  42. 2023 Performance Results

    | Operations Performance Measures | | | | | | | | | 0% Payout of Target BPI | 100% Payout of Target BPI | 250% Payout of Target BPI | 2023 Performance | Weight | BPI Payout | | EBITDA* | $286.0 | $324.0 | $366.0 | $335.3 | 50% | 1.47 | | EBITDA Margin | 17.50% | 19.00% | 22.00% | 20.10% | 25% | 1.57 | | FCF* | 90.0% | 120.0% | 195.0% | 122.3% | 25% | 1.05 | | Total BPI Rating | | | | | | 1.39 |

  43. 2023 MIP Payout

    2023 MIP Payout

  44. PPI Determination

    | | Target MIP Award as a % of Base Salary | MIP Award Opportunity | | | Actual MIP Payout | Actual MIP Payout as a % of Target | | Name | | Threshold | Target | Maximum | | | | Brian A. Deck | 105% | $— | $976,500 | $1,953,000 | $1,503,810 | 154% | | Matthew J. Meister | 65% | $— | $318,500 | $637,000 | $482,528 | 152% | | Robert J. Petrie | 65% | $— | $288,085 | $576,170 | $407,677 | 142% | | Augusto Rizzolo | 65% | $— | $286,000 | $572,000 | $376,054 | 131% | | James L. Marvin | 60% | $— | $261,000 | $522,000 | $395,415 | 152% | | David C. Burdakin (1) | 60% | $— | $283,200 | $566,400 | $113,165 | 40% |

  45. PPI Determination

    (1)A mentioned above, at the close of the sale of AeroTech, Mr. Burdakin received a prorated MIP payment based on BPI and PPI goals as of such date. Long-Term Incentive Plan By providing our NEOs with significant compensation opportunities in the form of long-term equity awards under the Long Term Incentive Program (LTIP), we intend to ensure that a significant portion of our NEOs' total target compensation remains at risk and continues to be tied to the creation of value for our stockholders. To date, our LTIP awards have included two or more of the following types of awards: (i) performance-based RSUs, which are tied to the achievement of Company financial goals, (ii) time-based RSUs, which provide executives with an equity stake in our Company, and (iii) performance-based cash awards, which provides a future cash payment opportunity tied to the achievement of Company financial goals. Since our financial performance metrics are based on year-over-year improvements as well as average improvements over a three-year period, we preserve flexibility to adjust certain aspects of these measures, when approved by our Compensation Committee, to account for the cumulative effect of unusual or non-recurring items, such as changes in tax law or accounting principles, charges relating to restructuring our businesses, significant acquisitions and divestitures, and foreign exchange movements. As a result of our sale of AeroTech in August 2023, our Compensation Committee reevaluated the pre-established performance targets for the performance-based RSU awards under our LTIP program for cycles that were in progress. Utilizing prevailing market practices and under the guidance of its independent consultant, Meridian, the Compensation Committee approved updated performance targets for EPS and ROIC for the performance based RSU awards granted in each of the years 2021, 2022, and 2023, but only for open years impacted by the sale of AeroTech within each cycle (e.g., only 2023 performance targets were updated for the 2021 - 2023 performance period).

  46. 2021-2023 Equity Awards: LTIP Awards Vesting in 2023

    2021-2023 Equity Awards: LTIP Awards Vesting in 2023 The LTIP awards granted to our NEOs in 2021 were stock-based awards and included two equity components: 60% of the award was a performance-based RSU award and 40% was a time-based RSU award. Both components of the equity award were subject to a three-year vesting term.

  47. Performance Metrics and Results: 2021 – 2023 Performance-Based RSUs

    Performance Metrics and Results: 2021 – 2023 Performance-Based RSUs The performance-based RSUs granted to our NEOs in 2021 were subject to a three-year performance period which ended on December 31, 2023. These performance-based awards were tied to performance targets based on to the following metrics:

  48. Sustaining a High Level of ROIC

    Sustaining a High Level of ROIC In year 1 and year 2, annual operating ROIC takes our net income and after-tax net interest (or tax impacted EBIT) as a percentage of our average invested capital. For year 3, annual operating ROIC takes our operating income from continuing operations plus intangible amortization from acquisitions, net of tax as a percentage of our average invested capital. Our average invested capital is the average month end sum of debt (net of cash equivalents) and equity (adjusted for accumulated other comprehensive pension income (or loss)). The ROIC award results are annually assessed with ROIC goals and averaged over the specified three-year period. We utilize average operating ROIC as a performance metric because it measures how efficiently and effectively, we use capital to generate profits. This metric is weighted at 30% of the overall performance calculation. In February 2024, the Compensation Committee evaluated the results of the three-year performance period for the performance-based RSUs granted in 2021. It was determined that: •In Year 1 of the award, we achieved $3.82 EPS, which is below threshold, and 9.5% ROIC, which is 23% of target. The combined attainment for Year 1 of the award for EPS and ROIC was 7% of target. •In Year 2, we achieved $4.81 EPS, which is 105% of target, and 10.8% ROIC, which is 69% of target. The combined attainment for Year 2 of the award for EPS and ROIC was 94% of target. •In Year 3, we achieved $2.20 EPS in the first half of the year, which is 83% of target, and in the back half of 2023 we achieved 2.62 EPS which is 196% of the updated target (as adjusted for the AeroTech sale). In addition, we achieved 9.9% ROIC, which is 71% of target. The combined attainment for Year 3 of the award is 119%. As a result of the average combined attainment of all three years, the performance-based RSUs for the 2021 – 2023 period were earned at 73% of target, as shown in the table below.

  49. 2021 – 2023 Award Long-Term Incentive Compensation Metrics

    2021 – 2023 Award Long-Term Incentive Compensation Metrics

  50. 2021 – 2023 Award Long-Term Incentive Compensation Metrics

    | Performance Measures | 0% Payout of Target Grant | 100% Payout of of Target Grant | 200% Payout of of Target Grant | 2021-2023 Performance | 2021-2023 Performance as a % of Target | | Year 1 (2021) | | | | | | | Diluted EPS | $3.93 | $4.31 | $4.75 | $3.82 | —% | | ROIC | 9.0% | 12.0% | 15.0% | 9.5% | 23.0% | | Combined Attainment (2021) | | | | | 7.0% | | Year 2 (2022) | | | | | | | Diluted EPS | $3.93 | $4.74 | $5.94 | $4.81 | 105.0% | | ROIC | 9.0% | 12.0% | 15.0% | 10.8% | 69.0% | | Combined Attainment (2022) | | | | | 94.0% | | Year 3 (2023) | | | | | | | Diluted EPS (First Half of Year) | $1.73 | $2.29 | $3.27 | $2.20 | 83.0% | | Diluted EPS (Second Half of Year) | $1.41 | $1.87 | $2.66 | $2.62 | 196.0% | | ROIC | 8.0% | 11.0% | 15.0% | 9.9% | 71.0% | | Combined Attainment (2023) | | | | | 119.0% | | Total Award Earned Payout | | | | | 73.0% |

  51. 2021 – 2023 Award Long-Term Incentive Compensation Metrics

    In the determination of our 2023 results for the performance-based RSU awards, the Compensation Committee approved certain adjustments to account for unusual and non-recurring items. With respect to long-term equity incentive performance metrics achievement, we excluded the financial impact of restructuring charges (not including impairment), M&A related costs, the impact of the expense from the Company's inventory valuation method of Last in First Out (LIFO) during the first half of the year (for the diluted EPS metric only) and the impact of foreign exchange translation on the Company's financial results.

  52. Target Award Opportunities & Earned Payout: 2021 – 2023 Equity Awards

    Target Award Opportunities & Earned Payout: 2021 – 2023 Equity Awards The following table sets forth the target and maximum opportunities and the actual earned shares under the performance RSUs granted to each of our NEOs in 2021. The earned shares were distributed to our NEOs on March 8, 2024:

  53. Target Award Opportunities & Earned Payout: 2021 – 2023 Equity Awards

    | | Performance RSU Award Opportunity | | Actual Shares Earned | | | Name | Target Number of Shares | Maximum Number of Shares | % of Target Earned | Number of Shares Earned | | Brian A. Deck | 10,494 | 20,988 | 73.0% | 7,661 | | Matthew J. Meister | 2,309 | 4,618 | 73.0% | 1,686 | | Robert J. Petrie | 630 | 1,260 | 73.0% | 460 | | Augusto Rizzolo | 420 | 840 | 73.0% | 307 | | James L. Marvin | 2,204 | 4,408 | 73.0% | 1,609 | | David C. Burdakin | 1,910 | 3,820 | 73.0% | 1,394 |

  54. Target Award Opportunities & Earned Payout: 2021 – 2023 Equity Awards

    | 2024 Proxy Statement | 37 |

  55. 2023-2025 Equity Awards: Annual Equity Awards Granted in 2023

    2023-2025 Equity Awards: Annual Equity Awards Granted in 2023 The LTIP awards granted to our NEOs in 2023 were stock-based awards and included two equity components: 60% of the award was a performance-based RSU award and 40% was a time-based RSU award. The time-based RSU award is earned in equal installments over a three-year period on each annual anniversary date of the award. The ultimate realizable amount of the performance-based RSU award granted to our NEOs in 2023 will depend upon our achievement against specific performance metrics set by the Compensation Committee. The 2023 performance-based RSU awards are subject to three one-year performance periods ending on December 31, 2025, with performance goals for all three years established at the time of grant. The percentage of the total performance-based RSU award that will be earned is based on the performance of the Company at the end of each year and the Company's total shareholder return relative to the S&P 1500 Industrial Machinery index constituents at the end of the three-year performance period (rTSR). The payment is also subject to service-based vesting requirements over the full three-year period. The three one-year performance periods, the relative comparison in stock growth to the comparator group, and the three-year service requirements puts a meaningful portion of our NEOs' targeted LTIP awards at risk.

  56. Performance Metrics and Target Setting: 2023 – 2025 Equity Awards

    Performance Metrics and Target Setting: 2023 – 2025 Equity Awards The performance goals for the performance-based RSU awards granted to our NEOs in 2023 utilizes three one-year performance measurement periods. The performance goals were set at target levels that would require annual growth in EPS and strong average operating ROIC results over the three-year period ending on December 31, 2025. To set our 2023 targets, for purposes of making year over year comparisons, we used our 2022 results as the 2023 baseline. The Compensation Committee established a range from “0.00” (far below threshold) to “2.00” (performance far in excess of plan) for performance against each of these measures. Achievement of target performance for any metric would result in a “1.00” rating. There was a minimum level for each measure below which a participant receives 0% of the target award, and correspondingly a maximum performance level which, even if exceeded, would not generate more than 200% of the target award. In between the minimum and maximum performance targets, the performance level of each measure is plotted on a predefined curve which indicates the percent of the target award that should be earned. The annual EPS growth measure is weighted 70%, and the average annual operating ROIC measure is weighted 30%, and the two weighted measures are added together to determine the actual percentage payout of the target award amount. The performance period for these measures is three years. The following charts provide the annual performance curves for EPS for the performance-based RSU awards granted in 2023 with the performance period ending December 31, 2025:

  57. Performance Metrics and Target Setting: 2023 – 2025 Equity Awards

    | 38 | 2024 Proxy Statement |

  58. Performance Metrics and Target Setting: 2023 – 2025 Equity Awards

    The following charts provide the annual performance curves for average ROIC for the performance-based RSU awards granted in 2023 with the performance period ending December 31, 2025.

  59. Relative Total Shareholder Return (rTSR): LTIP Total Performance Modifier

    Relative Total Shareholder Return (rTSR): LTIP Total Performance Modifier In addition to EPS and ROIC, the 2023 performance based RSUs granted to our NEOs include a relative Total Shareholder Return (“rTSR”) modifier, with performance measured against the Standard & Poor’s 1500 Industrial Machinery index constituents. The rTSR metric will serve as a modifier to the cumulative performance results over the three-year performance period. The performance based RSUs ultimate payout may be modified by 20% (positively or negatively) if JBT’s 3-year TSR is positioned within the top quartile or bottom quartile, respectively, of this comparator group.

  60. Determination of Award: 2023 – 2025 Equity Awards

    Determination of Award: 2023 – 2025 Equity Awards To determine the appropriate amount of annual LTIP awards for our NEOs, we target the median level of the market for long-term incentive awards, with variations by individual that may be below or above market median based on experience, outstanding performance, and impact. We also consider internal equity and relative contribution among our NEOs and make adjustments when appropriate. Using these guidelines, the Compensation Committee sets a target economic value for each NEO’s LTIP award. In determining the components of awards, the Compensation Committee considers key business priorities, peer group practices, potential stockholder dilution from equity plans and the usage of shares available under the Incentive Compensation Plan. To determine the number of shares for these equity-based LTIP awards, we divide the target economic value of the equity component by the closing share price of our Common Stock on the grant date. The grant date was the day the Compensation Committee met to approve the target values for 2023 annual LTIP awards for NEOs in February 2023.

  61. Determination of Award: 2023 – 2025 Equity Awards

    | 2024 Proxy Statement | 39 |

  62. Determination of Award: 2023 – 2025 Equity Awards

    The following table sets forth the target and maximum opportunities for the annual performance-based RSU awards, as well as the time-based RSU awards, granted to each of our NEOs in 2023.

  63. Determination of Award: 2023 – 2025 Equity Awards

    | | | Performance-based RSU 2023 Annual Award | | | | Name | Time-based RSU | Target | Maximum | Total Opportunity at Maximum | | Brian A. Deck | 13,116 | 19,674 | 39,348 | 52,464 | | Matthew J. Meister | 2,824 | 4,235 | 8,470 | 11,294 | | Robert J. Petrie | 2,004 | 3,006 | 6,012 | 8,016 | | Augusto Rizzolo | 1,822 | 2,732 | 5,464 | 7,286 | | James L. Marvin | 1,913 | 2,869 | 5,738 | 7,651 | | David C. Burdakin | 1,731 | 2,596 | 5,192 | 6,923 |

  64. Vesting of Award: 2023 – 2025 Equity Awards

    Vesting of Award: 2023 – 2025 Equity Awards The 2023 performance based RSU awards granted to our NEOs are subject to a three-year vesting period. Following satisfaction of the performance conditions and completion of the vesting period, the executive receives ownership and voting rights of the shares of Common Stock underlying the LTIP award. The performance-based RSU awards have dividend equivalent rights subject to the same performance and vesting requirements as the underlying RSUs, and are accordingly not paid until the completion of the performance period. The dividend equivalent rights are subject to forfeiture to the same extent as the underlying RSUs if performance and/or vesting conditions are not met. Vesting periods are utilized both as a retention incentive and as a means to align incentives with long-term value creation for stockholders. The 2023 time-based RSU awards granted to our NEOs are earned in equal installments over a three-year period on the annual anniversary date of the award. One-third of the time-based RSU award will vest in 2024, 2025, and 2026, respectively. The following table sets forth the time-based RSUs granted to each of our NEOs in 2023 and the vesting dates of such awards:

  65. Vesting of Award: 2023 – 2025 Equity Awards

    | | | Vesting Date of 2023 Time-based RSU Award | | | | Name | Time-based RSU Awarded | February 22, 2024 | February 22, 2025 | February 22, 2026 | | Brian A. Deck | 13,116 | 4,372 | 4,372 | 4,372 | | Matthew J. Meister | 2,824 | 941 | 941 | 942 | | Robert J. Petrie | 2,004 | 668 | 668 | 668 | | Augusto Rizzolo | 1,822 | 607 | 607 | 608 | | James L. Marvin | 1,913 | 638 | 638 | 637 | | David C. Burdakin | 1,731 | 577 | 577 | 577 |

  66. Additional Open LTIP Award Cycles

    Additional Open LTIP Award Cycles We have granted performance-based equity awards with a performance period of three years since 2015, and, as a result, we have overlapping performance periods with two performance-based RSU cycles currently in progress as of the end of 2023 – (1) the 2023 performance-based RSUs described above and (2) the 2022 performance-based RSUs. The payout of the performance RSUs granted in 2022 is based on EPS and ROIC measures and will not be determinable until after the performance period is completed on December 31, 2024. The annual EPS measure for the 2022 awards is weighted 70% and the average ROIC measure is weighted 30%. For evaluation of performance against the ROIC metric for equity awards that have remaining performance period to be completed after 2022, the Compensation Committee has approved an adjustment to operating income from continuing operations to remove the impact of intangible amortization related to acquisitions, net of tax.

  67. Additional Open LTIP Award Cycles

    | 40 | 2024 Proxy Statement |

  68. Other Benefits

    Change-in-Control Benefits We maintain executive severance agreements with each of our NEOs that provide them with compensation under certain circumstances in the event of a change-in-control in our ownership or management. The payments generally are based on a multiple of the NEO’s base salary and annual MIP incentive and are subject to “double-trigger” conditions, requiring both a “change of control” event and an adverse change in the executive’s employment. The agreements do not include excise tax gross-up provisions. All our change-in-control agreements condition continuing availability of benefits on compliance with non-compete and non-solicitation provisions. These agreements are designed to retain and attract executive talent and to permit our senior executives to remain focused on value creation for stockholders in the event of a potential change-in-control event. See “Compensation Tables and Explanatory Information — Potential Payments Upon Termination — Potential Payments Upon Change-in- Control” for a further description of the terms and potential amounts payable under these agreements. The benefits payable under our NEOs’ executive severance agreements are comparable to benefits for which executives in similar positions at peer companies are eligible under their change-in- control agreements. The competitive nature of these benefits is reviewed and analyzed periodically by our Compensation Committee with the assistance of the Committee’s independent compensation consultant. Unvested RSUs will vest after the occurrence of a change-in-control only if the RSUs are not assumed by the successor on the effective date of such transaction. If they are assumed, then the assumed RSUs will only vest if the executive officer’s position is terminated within a period of twenty-four months, or the executive’s responsibilities, salary or location are significantly changed. Outstanding performance-based LTIP awards that vest under these circumstances prior to the completion of the performance period will be paid based on actual performance for the completed years and at 100% of the target for any years not yet completed. Please see “Compensation Tables and Explanatory Information — Potential Payments Upon Termination — Potential Payments Upon Change-in-Control.” General Executive Severance Benefits All of our NEOs participate in our executive severance plan. Under our executive severance plan, NEOs who lose their job through no fault of their own are entitled to receive 15 months (24 months in the case of our Chief Executive Officer) of severance pay (limited to base pay and the executive’s target annual cash incentive, if any), their pro-rated target annual cash incentive, through the date of termination, payment of a lump sum equivalent to the value of the employer portion of the monthly premiums for medical and dental benefits for the same severance period, outplacement services, and tax preparation and financial planning assistance for the last calendar year of employment. Unvested time-based equity awards shall be adjusted for appropriate proration as of the termination date and will continue to vest according to the original vesting schedule of such awards. Performance-based equity awards may be prorated at the discretion of the CEO and the Compensation Committee of the Board of Directors, and any such awards that are prorated will continue to vest according to the original vesting schedule of such awards. Under the terms of our Incentive Compensation Plan, in the event of the death or disability of an executive during active employment with us, all outstanding LTIP awards will vest immediately and will be paid at 100% of the target award. Please see “Compensation Tables and Explanatory Information — Potential Payments Upon Termination — Potential Payment in the Event of Death, Disability or Retirement.”

  69. Impact of Retirement on Outstanding LTIP Awards

    Impact of Retirement on Outstanding LTIP Awards In the event of an NEO's retirement from the Company upon or after attaining age 62 and a specified number of years of service, any unvested LTIP equity or cash awards remain outstanding after retirement and vest on the originally scheduled vesting date. This permits flexibility in retirement planning, permits us to provide an incentive for the vesting period and does not penalize our employees who receive long-term cash and equity awards as incentive compensation in the three years before they retire. Generally, separation prior to attaining age 62 and 10 years of service would result in the forfeiture of unvested awards. The Compensation Committee may also selectively grant awards that will permit unvested equity

  70. Impact of Retirement on Outstanding LTIP Awards

    | 42 | 2024 Proxy Statement |

  71. Impact of Retirement on Outstanding LTIP Awards

    awards outstanding after retirement to vest on their originally scheduled vesting date following a retirement of an NEO upon or after attaining the age of 62 and 5 years of service. This variation allows the Company the option to offer long-term equity incentive compensation as a means of retaining and attracting personnel hired near their retirement or to incentivize existing employees who are nearing retirement but who have not been with the Company for a full ten-year period. Perquisites We provide limited perquisites to our NEOs to facilitate the performance of their managerial and external marketing roles and to ensure a competitive total compensation package. The perquisites we currently provide to our NEOs include financial counseling fee reimbursement, executive physical exam, executive disability insurance, parking fees and other minor expenses associated with their business responsibilities. We maintain a fractional ownership program with NetJets for use of private aircraft and associated ground travel to facilitate and add flexibility for our NEOs' business travel for the Company, whereby all of the variable costs associated with use are charged on an hourly basis, plus fuel cost charges and associated taxes. We allow our Chief Executive Officer to use up to 15 hours of our allotted travel time in this program for personal use annually. This is a taxable benefit to our Chief Executive Officer, and we do not provide them with a tax gross up on such benefit. The allocated costs of his actual personal use is reflected in "all other compensation" in the Summary Compensation Table later in this Proxy Statement.

  72. Risk and Oversight Considerations

    retain them, as well as reward extraordinary contributions. Achieving these objectives may necessitate paying compensation that in certain cases is not deductible for federal income tax purposes. Stock Ownership Requirements Our Compensation Committee established executive officer stock ownership guidelines to ensure a continuing alignment of executive and stockholder interests. Under our stock ownership guidelines, an executive officer is expected to maintain direct ownership of shares (including time-based RSUs, whether or not currently vested, and performance-based RSUs following the completion of the performance period) in an amount equal in value to a multiple of the individual’s base salary. Executive officers who began their employment with the Company, or who were internally promoted to an executive officer position, have five years to accumulate enough of our Common Stock to satisfy the ownership multiple. The stock ownership requirements were revised in 2023 to prohibit executive officers from selling any vested/earned shares until reaching the full applicable stock ownership level. The stock ownership multiple for each of our NEOs (other than Mr. Burdkakin) is provided in the following table. Each of these NEOs have either reached the required ownership multiple or are currently on track to satisfy our stock ownership guidelines applicable to them after their fifth year in position.

  73. RISK IN COMPENSATION PROGRAMS

    RISK IN COMPENSATION PROGRAMS We do not believe that risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking. Further, with respect to our incentive compensation programs, although the performance metrics that determine payouts for certain managers are based on the achievement of business segment metrics, the metrics that determine long-term incentive award payouts for our NEOs are company-wide metrics and are further modified based on our performance compare to our selected industry peer group. The metrics for annual cash incentive award payouts for our NEOs are also primarily company-wide metrics, the only exception being NEOs who have operations management roles (three of our NEOs), whose annual cash incentive payouts are based on metrics that are weighted 15% for company-wide and 85% for operations performance. This is based on our belief that applying some company-wide metrics encourages decision-making that is in the best long-term interests of our Company and our stockholders as a whole. The mix of equity award instruments used under our long-term incentive program that includes time-based awards in addition to performance-based awards also mitigates risk. In addition, the multi-year vesting of our equity awards and our share ownership guidelines for our executive officers properly account for the time horizon of risk. We also have an incentive compensation claw-back policy for our executive officers and we employ “claw-back” provisions in our Incentive Compensation Plan to ensure that in the case of serious misconduct prejudicial to the Company or a restatement of our historical financial results for a period of time on which performance-based compensation was granted, the amount of those awards can be recalibrated or cancelled to reflect our restated financial performance for that period. Finally, we set our target compensation at levels that we believe, based on market assessments, strikes the appropriate balance between managing the overall expense of our compensation in comparison with peers and allowing us to continue to retain and attract the caliber of employees that we believe we need to help us succeed in the markets we serve. At its February 22, 2023 meeting, the Compensation Committee requested its independent compensation consultant, Meridian, to advise the Committee on whether we had any areas of compensation which appeared to encourage

  74. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table summarizes compensation earned by each of our Named Executive Officers ("NEOs") during the fiscal years ending December 31, 2023, December 31, 2022 and December 31, 2021. To understand the table below you need to read carefully the footnotes, which explain the various assumptions and calculations employed in determining the dollar amounts set forth below.

  75. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position in 2023 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Brian A. Deck | 2023 | 921,901 | — | 3,600,014 | — | 1,503,810 | — | 150,374 | 6,176,099 | | President and Chief | 2022 | 888,461 | — | 3,199,962 | — | 517,500 | — | 185,552 | 4,791,475 | | Executive Officer | 2021 | 850,000 | — | 3,382,066 | — | 631,125 | — | 160,786 | 5,023,977 | | Matthew J. Meister | 2023 | 482,958 | — | 775,008 | — | 482,528 | — | 63,079 | 1,803,573 | | Executive Vice President and Chief Financial Officer | 2022 | 457,938 | — | 649,988 | — | 167,143 | — | 75,599 | 1,350,668 | | | 2021 | 440,000 | — | 666,185 | — | 218,790 | — | 54,077 | 1,379,052 | | Robert J. Petrie (4) | 2023 | 473,660 | — | 550,048 | — | 407,677 | — | 143,751 | 1,575,136 | | Executive Vice President | 2022 | 430,406 | — | 449,983 | — | 296,891 | — | 96,308 | 1,273,588 | | and President, Protein | | | | | | | | | | | Augusto Rizzolo | 2023 | 433,287 | — | 499,983 | — | 376,054 | — | 62,336 | 1,371,660 | | Executive Vice President | | | | | | | | | | | and President, | | | | | | | | | | | Diversified Food & Health | | | | | | | | | | | James L. Marvin | 2023 | 429,984 | — | 525,016 | — | 395,415 | — | 70,185 | 1,420,600 | | Executive Vice President, | 2022 | 412,308 | — | 474,970 | — | 124,696 | — | 74,697 | 1,086,671 | | General Counsel and | 2021 | 390,846 | — | 883,736 | — | 162,250 | 2,382 | 73,118 | 1,512,332 | | Assistant Secretary | | | | | | | | | | | David C. Burdakin (5) | 2023 | 288,522 | 400,000 | 475,061 | — | 113,165 | — | 47,775 | 1,324,523 | | Former Executive Vice | 2022 | 453,877 | — | 474,970 | — | 149,848 | — | 69,497 | 1,148,192 | | President and President, | 2021 | 436,077 | — | 940,158 | — | 202,620 | — | 67,600 | 1,646,455 | | AeroTech | | | | | | | | | |

  76. Summary Compensation Table for Fiscal Year 2023

    ____________________________________ (1) The amounts in column (e) for fiscal year 2023 include awards of time-based RSUs and performance-based RSUs under our Incentive Compensation Plan. These dollar amounts represent the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 12 to the Consolidated Financial Statements for 2023. The value of performance-based awards is based on the probable outcome of the performance conditions as of the grant date. The probable outcome for 2021, 2022, and 2023 grants of performance-based awards was estimated at the target payout level, or 100%. The actual achievement was 73% of the target payout for the 2021 awards. The performance periods for the annual awards granted in 2022 and 2023 will not end until December 31, 2024 and December 31, 2025, respectively.

  77. Summary Compensation Table for Fiscal Year 2023

    | 46 | 2024 Proxy Statement |

  78. Summary Compensation Table for Fiscal Year 2023

    The grant date fair value of performance-based RSUs for fiscal year 2023 assuming the target and maximum levels of performance was achieved are as follows:

  79. Summary Compensation Table for Fiscal Year 2023

    | | Fair Value Assuming Target | Fair Value Assuming | | Name | Performance ($) | Maximum Performance ($) | | Brian A. Deck | 2,160,008 | 4,320,016 | | Matthew J. Meister | 464,961 | 929,922 | | Robert J. Petrie | 330,029 | 660,058 | | Augusto Rizzolo | 299,946 | 599,892 | | James L. Marvin | 314,988 | 629,976 | | David C. Burdakin | 285,015 | 570,030 |

  80. Summary Compensation Table for Fiscal Year 2023

    ____________________________________ (2)The amount in column (h) reflects the actuarial change in the present value of pension benefits for Mr. Marvin, our only NEO who is eligible for benefits under the Pension Plan and the Non-Qualified Pension Plan. The present values reflect payment of benefits at the earliest retirement date with unreduced benefits for the Pension Plan and for the Non-Qualified Pension Plan (age 62). This amount is determined using interest rates and mortality rate assumptions consistent with those used in our audited consolidated financial statements. The actuarial present value of Mr. Marvin's accrued benefit decreased by $12,814 between the measurement date used for 2022 and 2023, but in accordance with SEC rules, we have not reduced the “Total” column by this amount. All nonqualified deferred compensation earnings are actual investment earnings generated by the invested funds, and therefore, are not considered above-market or included in this column. (3)The amounts in column (i) for the fiscal year ended December 31, 2023 reflect for each NEO the following perquisites and other compensation:

  81. Summary Compensation Table for Fiscal Year 2023

    | All Other Compensation | | | | | | | | | Name | Reimbursement for Professional Advisor Fees* | Company Contributions to Qualified and Non-Qualified Savings Plans** | Executive Disability Insurance | Executive Physical | Parking*** | Other **** | Total | | Brian A. Deck | 20,000 | 83,253 | 3,437 | 5,820 | 6,222 | 31,642 | 150,374 | | Matthew J. Meister | 20,000 | 40,632 | 2,447 | — | — | — | 63,079 | | Robert J. Petrie | 27,905 | — | — | — | 13,945 | 101,901 | 143,751 | | Augusto Rizzolo | 20,000 | 40,180 | 2,156 | — | — | — | 62,336 | | James L. Marvin | 20,000 | 34,121 | 3,677 | 5,949 | 6,222 | 216 | 70,185 | | David C. Burdakin | 20,000 | 19,597 | 2,358 | 5,820 | — | — | 47,775 |

  82. Summary Compensation Table for Fiscal Year 2023

    ____________________________________ *Our cost for financial planning and personal tax assistance are specifically allocated to the individual NEOs receiving the services to which such fees relate. All amounts paid to obtain financial planning and personal tax assistance for our NEOs represent taxable income to the executive for which we do not provide a gross-up. **For a description of the matching contributions provided to participants in the Qualified Savings Plan and Non-Qualified Savings Plan, see “Compensation Discussion and Analysis — Savings Plans” above. ***Pursuant to Mr. Petrie’s employment agreement, Mr. Petrie is entitled to a company car. For Mr. Petrie, this amount represents the associated costs for the vehicle and fuel. For Mr. Deck and Mr. Marvin, this amount represents office parking fees. ****For Mr. Deck, the “Other” compensation includes the company’s cost for limited personal use of a private aircraft. The personal use of private aircraft was provided through a fractional ownership program, whereby all of the variable costs associated with use are charged on an hourly basis, plus fuel cost charges and associated taxes. We calculated the cost of personal use of the private aircraft by taking into account the hourly rate for the time the personal use occurred as well as a fuel cost charge attributable to the personal use. Because the fractional ownership program is primarily used for business travel, we did not allocate any of the fixed costs associated with the arrangement to the personal use. The personal use of aircraft is a taxable benefit to Mr. Deck with no gross-up. For Mr. Petrie, the "Other" compensation includes employer contributions to the retirement pension plan. (See "Savings Plan" above for details.) For Mr. Marvin, "Other" compensation includes a gift card awarded in recognition of 20 years of service under our service award program available to all employees.

  83. Summary Compensation Table for Fiscal Year 2023

    | 2024 Proxy Statement | 47 |

  84. Summary Compensation Table for Fiscal Year 2023

    (4)The amounts reported as salary, non-equity incentive compensation and all other compensation that are reported for Mr. Petrie were paid in Swedish Krona. These amounts were converted into U.S. dollars in the Summary Compensation Table. These amounts were translated into U.S. dollars at the average exchange rate for each month. (5)Mr. Burdakin joined Oshkosh Corporation as part of the divestiture of JBT's AeroTech business effective August 1, 2023. For the successful completion of the transaction and for remaining actively employed and engaged in management of AeroTech through close, Mr. Burdakin received the bonus payment outlined in column (d).

  85. Grants of Plan-Based Awards Table for Fiscal Year 2023

    Grants of Plan-Based Awards Table for Fiscal Year 2023 Shown below is information with respect to plan-based awards made in fiscal year 2023 to each Named Executive Officer.

  86. Grants of Plan-Based Awards Table for Fiscal Year 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (3)(4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Brian A. Deck | | | | | | | | | | | | | MIP - Cash | | — | 976,500 | 1,953,000 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 13,116 | | | 1,440,006 | | Performance RSUs | 2/22/2023 | | | | | 19,674 | 39,348 | | | | 2,160,008 | | Matthew J. Meister | | | | | | | | | | | | | MIP - Cash | | — | 318,500 | 637,000 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 2,824 | | | 310,047 | | Performance RSUs | 2/22/2023 | | | | | 4,235 | 8,470 | | | | 464,961 | | Robert J. Petrie | | | | | | | | | | | | | MIP - Cash | | — | 288,085 | 576,170 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 2,004 | | | 220,019 | | Performance RSUs | 2/22/2023 | | | | | 3,006 | 6,012 | | | | 330,029 | | Augusto Rizzolo | | | | | | | | | | | | | MIP - Cash | | — | 286,000 | 572,000 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 1,822 | | | 200,037 | | Performance RSUs | 2/22/2023 | | | | | 2,732 | 5,464 | | | | 299,946 | | James L. Marvin | | | | | | | | | | | | | MIP - Cash | | — | 261,000 | 522,000 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 1,913 | | | 210,028 | | Performance RSUs | 2/22/2023 | | | | | 2,869 | 5,738 | | | | 314,988 | | David C. Burdakin | | | | | | | | | | | | | MIP - Cash | | — | 283,200 | 566,400 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 1,731 | | | 190,046 | | Performance RSUs | 2/22/2023 | | | | | 2,596 | 5,192 | | | | 285,015 |

  87. Grants of Plan-Based Awards Table for Fiscal Year 2023

    ____________________________________ (1)The amounts shown in columns (g) and (h) reflect the target and maximum number of shares of common stock issuable pursuant to performance RSUs granted to each of our NEOs in 2023 pursuant to our Incentive Compensation Plan as part of the annual award cycle. (2)The amounts shown in column (i) reflect the number of RSUs subject to time-based vesting requirements granted to each of our NEOs in 2023 pursuant to our Incentive Compensation Plan.

  88. Grants of Plan-Based Awards Table for Fiscal Year 2023

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  89. Grants of Plan-Based Awards Table for Fiscal Year 2023

    (3)The amounts in column (l) reflect the grant date fair value of awards of RSUs to our NEOs pursuant to our Incentive Compensation Plan in 2023. Assumptions used in the calculation of these amounts are described in Note 12 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024. (4)The amount listed in column (l) for “Performance RSUs” represents the full grant date fair value of RSUs subject to performance-based conditions assuming achievement of target performance.

  90. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    Outstanding Equity Awards at Fiscal 2023 Year-End Table

  91. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Brian A. Deck | 0 | 0 | 0 | 0 | 0 | 67,640 | 6,726,798 | 19,237 | 1,913,120 | | Matthew J. Meister | 0 | 0 | 0 | 0 | 0 | 14,280 | 1,420,146 | 4,066 | 404,364 | | Robert J. Petrie | 0 | 0 | 0 | 0 | 0 | 8,613 | 856,563 | 2,865 | 284,924 | | Augusto Rizzolo | 0 | 0 | 0 | 0 | 0 | 6,380 | 634,491 | 2,108 | 209,641 | | James L. Marvin | 0 | 0 | 0 | 0 | 0 | 10,887 | 1,082,712 | 2,822 | 280,648 | | David C. Burdakin | 0 | 0 | 0 | 0 | 0 | 10,142 | 1,008,622 | 2,640 | 262,548 |

  92. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    ____________________________________ (1)The outstanding RSU awards presented in column (g) above include time-based RSUs and earned performance-based RSUs that remain subject to requisite service vesting conditions. These awards are scheduled to vest on the vesting dates indicated below. The March 8, 2024 vesting date includes shares earned by the NEOs under performance RSUs for the 2021 – 2023 period that remain subject to continued service through March 8, 2024 as follows: Mr. Deck: 7,661 shares; Mr. Meister: 1,686 shares; Mr. Petrie: 460 shares; Mr. Rizzolo: 307; Mr. Marvin: 1,609 shares and Mr. Burdakin: 1,394 shares.

  93. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | Vesting Date | Brian A. Deck | Matthew J. Meister | Robert J. Petrie | Augusto Rizzolo | James L. Marvin | David C. Burdakin | | February 22, 2024 | 4,372 | 941 | 668 | 607 | 638 | 577 | | March 8, 2024 | 14,754 | 3,247 | 886 | 591 | 3,099 | 2,685 | | February 22, 2025 | 4,372 | 941 | 668 | 607 | 638 | 577 | | February 24, 2025 | 29,015 | 5,894 | 4,080 | 1,360 | 4,307 | 4,307 | | October 1, 2025 | | | | 1,114 | | | | February 22, 2026 | 15,127 | 3,257 | 2,311 | 2,101 | 2,205 | 1,996 |

  94. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    ____________________________________ (2)The market value of earned and unvested RSUs is calculated using a price of $99.45 per share, based on the closing price of our Common Stock on December 29, 2023, the last trading day of 2023. (3)The outstanding RSU awards presented in column (i) above are unearned performance-based RSUs granted in 2022 and 2023 for the three-year performance periods ending December 31, 2024 and December 31, 2025, respectively.These performance-based RSUs vest if we meet certain EPS and ROIC targets during the applicable performance period, subject to an rTSR performance modifier for the grants made in 2023. See “Compensation Discussion and Analysis — Long-Term Incentive Compensation.” The shares reported in column (i) of this table include shares that would be earned under the 2022 – 2024 and 2023 – 2025 performance-based RSUs based on achieving the target level of performance, because our financial performance through December 31, 2022 indicated performance between the threshold and target

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  96. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    levels for these awards. The table below sets forth the target number of shares that would vest, if the target performance conditions are satisfied, on the vesting dates indicated below.

  97. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    | Vesting Date | Brian A. Deck | Matthew J. Meister | Robert J. Petrie | Augusto Rizzolo | James L. Marvin | | David C. Burdakin | | February 24, 2025 | 6,121 | 1,243 | 861 | 287 | 909 | 1 | 909 | | February 22, 2026 | 13,116 | 2,823 | 2,004 | 1,821 | 1,913 | | 1,731 |

  98. Outstanding Equity Awards at Fiscal 2023 Year-End Table

    ____________________________________ (4)The market value of unearned and unvested performance-based RSUs is calculated using the maximum payout level and a price of $99.45 per share, based on the closing price of our Common Stock on December 29, 2023, the last trading day of 2023.

  99. Option Exercises and Stock Vested Table for Fiscal Year 2023

    Option Exercises and Stock Vested Table for Fiscal Year 2023 The following table displays amounts received as a result of RSUs vesting during 2023.

  100. Option Exercises and Stock Vested Table for Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | Brian A. Deck | 0 | 0 | 6,708 | 710,502 | | Matthew J. Meister | 0 | 0 | 916 | 97,032 | | Robert J. Petrie | 0 | 0 | 1,907 | 192,347 | | Augusto Rizzolo | 0 | 0 | 305 | 32,346 | | James L. Marvin | 0 | 0 | 2,697 | 285,654 | | David C. Burdakin | 0 | 0 | 3,490 | 369,596 |

  101. Pension Benefits Table for Fiscal Year 2023

    Pension Benefits Table for Fiscal Year 2023 The table below shows the present value of accumulated benefits payable to our only NEO with a pension benefit, Mr. Marvin, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. The table also illustrates the number of years of service credited under each of our pension plans. Credited years of service under the pension plans include years of service with our predecessor companies, but were frozen as of December 31, 2009. The Present Value of Accumulated Benefits are the present value at December 31, 2023 as of the first retirement date for unreduced benefits, assuming a lump sum payment. Effective December 31, 2009, we froze benefits under the Pension Plan and the Non-Qualified Pension Plan. For an explanation of the impact on these plans, see “Compensation Discussion and Analysis — Pension Plans” above.

  102. Pension Benefits Table for Fiscal Year 2023

    | | | Number of Years Credited Service as of 12/31/2023 | Present Value of Accumulated Benefit as of 12/31/2023 | Payments During Last Fiscal Year | | Name | Plan Name | (#) | ($) (1) | ($) | | (a) | (b) | (c) | (d) | (e) | | James L. Marvin | Pension Plan | 6.75 | 253,396 | — | | | Non-Qualified Pension Plan | 6.75 | 94,933 | — |

  103. Pension Benefits Table for Fiscal Year 2023

    ____________________________________ Amounts reported reflect the present value, expressed as a lump sum as of December 31, 2023, of the NEO's benefits under the Pension Plan and the Non-Qualified Pension Plan, respectively. Amounts reported are calculated using the assumptions applied in Note 8 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed on February 23, 2024 with the Securities and Exchange Commission. 1

  104. Pension Benefits Table for Fiscal Year 2023

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  105. Non-Qualified Deferred Compensation Table for Fiscal Year 2023

    Non-Qualified Deferred Compensation Table for Fiscal Year 2023 The contributions made by our NEOs to our Non-Qualified Savings Plan in 2023, together with matching contributions or other allocations to the Non-Qualified Savings Plan, earnings made on plan balances, any withdrawals or distributions, and the year-end balances in each of these plans were as follows.

  106. Non-Qualified Deferred Compensation Table for Fiscal Year 2023

    | | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | Name | ($) (1) | ($) (2) | ($) (3) | ($) | ($) (4) | | (a) | (b) | (c) | (d) | (e) | (f) | | Brian A. Deck | $133,590 | $72,111 | $101,254 | $— | $1,265,553 | | Matthew J. Meister | $— | $20,806 | $8,832 | $— | $72,675 | | Augusto Rizzolo | $25,997 | $22,045 | $5,851 | $— | $69,937 | | James L. Marvin | $31,174 | $14,604 | $94,115 | $— | $710,098 | | David C. Burdakin | $83,833 | $5,449 | $193,905 | $— | $2,190,673 |

  107. Non-Qualified Deferred Compensation Table for Fiscal Year 2023

    ____________________________________ (1)All of the NEOs' contributions reported in column (b) are included in salary and non-equity incentive plan compensation reported for the NEOs in the Summary Compensation Table above. (2)All of the contributions made by us for our NEOs reported in column (c) are included in “All Other Compensation” for the executives in the Summary Compensation Table above. Amounts included in column (c) do not include contributions to the Qualified Savings Plan. (3)Aggregate earnings represent an increase (decrease) in the value of investments in each of the NEOs’ plans during the fiscal year ended December 31, 2023. (4)The portion of the Aggregate Balance at Last Fiscal Year End reported as compensation in the Summary Compensation Table in our Proxy Statement for fiscal years ended prior to the year ended December 31, 2023 was $958,638 for Mr. Deck, $43,077 for Mr. Meister, $570,164 for Mr. Marvin and $1,907,526 for Mr. Burdakin. *Mr. Petrie is not eligible for this plan. Pursuant to our Non-Qualified Savings Plan, certain of our employees, including our NEOs, may defer between 1% and 100% of base salary and annual non-equity incentive compensation. Deferral elections for our Non-Qualified Savings Plan are made by eligible employees in November or December of each year for base salary and annual non-equity incentive compensation amounts earned in the following year. The investment options for our Non-Qualified Savings Plan are publicly traded mutual funds, similar to those offered in our Qualified Savings Plan. The Non-Qualified Savings Plan provides for a match of 6.5% of each employee’s deferrals to the Non-Qualified Savings Plan, and a 6.5% Company contribution for all eligible compensation in excess of the Internal Revenue Code Section 401(a)(17) limit (“Excess Income”). In addition, the Non-Qualified Savings Plan provides for an additional discretionary matching contribution of between 0% and 2% of the employee’s deferrals and Excess Income depending upon the Company’s achievement of pre- determined financial performance targets. Participants are vested on a three-year graded vesting schedule for Company contributions. Accrued benefits under the Non-Qualified Savings Plan may be distributed as either a lump sum payment or in annual, quarterly or monthly payments over a five-year period. Distributions will be paid no sooner than six months after termination of employment for “specified employees” as defined by the Internal Revenue Code. All of our NEOs are considered specified employees under Internal Revenue Code regulations. The distribution election may not be changed within 12 months of termination or retirement. Changes made prior to the 12- month requirement can result in deferral of participant’s distribution for an additional five years.

  108. Potential Payments Upon Termination

    Potential Payments Upon Termination In the event of termination of employment under certain circumstances, our NEOs will receive additional compensation benefits as described below. In the event of the death of a NEO, such executive officer’s estate will be entitled to receive the benefits described below. Termination payments and change-in-control payments

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  110. Potential Payments Upon Termination

    will be mutually exclusive and our NEOs will not be entitled to receive both forms of payments under any circumstances.

  111. Potential Payments Upon Change-in-Control

    Potential Payments Upon Change-in-Control We entered into “double-trigger” executive severance agreements with each of our NEOs pursuant to which, in the event of both a qualifying change-in-control and any of (1) an involuntary termination of employment for reasons other than cause, disability or death within 24 months after the change-in-control, (2) a voluntary termination of employment for Good Reason (as defined in the executive severance agreement) within 24 months after the change-in-control or (3) our breach of any material provision of the underlying agreement, each of our NEOs will be entitled to receive such executive’s accrued salary and vacation, certain expense reimbursements and certain other severance benefits described in the executive severance agreements. The severance benefits include: (1) an amount equal to two times their highest rate of annual base salary (three times for Mr. Deck) at any time prior to the termination, (2) an amount equal to two times the executive’s highest target annual cash incentive (three times for Mr. Deck), (3) an amount equal to the prorated portion of the target total annual cash incentive for the plan year in which such termination occurs, (4) continuance of our welfare benefits for 24 months after the date of termination, and (5) equity incentive awards will vest and become immediately transferable in accordance with the terms of the agreements. In addition, each of our NEOs will receive credit for two additional years of service (three years for Mr. Deck) solely for purposes of calculating vesting under our Non-Qualified Savings Plan. The cash portion of the severance benefits will generally be required to be paid in a single lump sum payment no later than 30 days after the date of termination, subject to certain delayed payment exceptions that may apply under certain circumstances pursuant to requirements imposed by Section 409A of the Internal Revenue Code. Our NEOs will not be obligated to seek other employment in mitigation of amounts payable under their executive severance agreements, and their subsequent re-employment will not impact our obligation to make the severance payments provided for under the executive severance agreements provided the executive’s employment does not violate any non-compete obligation under the executive severance agreement. Our NEOs who receive severance benefits under executive severance agreements will not be entitled to receive additional severance benefits under our general executive severance plan described above under “Potential Payments Made Upon Termination — Payments Made in an Involuntary Termination.” As described above, a qualifying change-in-control is required as one of the two triggers resulting in payment of severance benefits. A qualifying change-in-control is defined in the executive severance agreements to include: •any person or group becomes the owner of more than 50% of the fair market value or voting power of our stock, •either (i) any person or group acquires ownership of more than 30% of the voting power of our stock in any twelve-month period or (ii) a change in the majority of our Board of Directors during any twelve-month period (excluding changes endorsed by a majority of the members of our Board of Directors prior to such change), except in each case to the extent that at such time there is another person or group that owns a majority of our stock, and •any person or group acquires more than 40% of the fair market value of our assets during any twelve-month period, except to the extent the assets are transferred to (i) a stockholder of our company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by our Company, (iii) a person or certain groups of persons that owns, directly or indirectly, 50% or more of the total value or voting power of all of our outstanding stock or (iv) an entity at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in the immediately preceding paragraph. An NEO's voluntary termination will be considered to be for Good Reason for purposes of the executive severance agreements if, without the executive’s express written consent, there is any (1) material reduction or alteration in the executive’s duties or any assignment that is materially inconsistent with such executive’s duties, (2) meaningful change in the executive’s work location, (3) material reduction in the executive’s base salary, (4) material reduction in the executive’s level of participation in our compensation, benefit or retirement plans, policies, practices or arrangements or (5) failure of the successor in a change-in-control to assume our obligations under the executive severance agreement.

  112. Potential Payments Upon Change-in-Control

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  113. Potential Payments Upon Change-in-Control

    If payments of any amount to any NEO under an executive severance agreement would be subject to an excise tax under the Internal Revenue Code, the amount of payments generally will be reduced to the maximum amount that may be paid without triggering an excise tax payment. No such reduction will be made, however, if the net after-tax benefit that any NEO would otherwise receive in the absence of such a reduction would exceed the net after-tax benefit they would receive after making such a reduction. Under the terms of the grant agreements for long-term equity compensation awards pursuant to which such awards were issued, all outstanding LTIP awards to NEOs will vest after the occurrence of a change-in-control only if the awards are not assumed by the successor on the effective date of such transaction, the executive officer’s position is terminated within a period of twenty-four months, or the executive voluntarily resigns due to significant change in responsibilities, salary, or location within a period of twenty-four months. Outstanding performance-based LTIP awards that vest under these circumstances prior to the completion of the performance period will be paid based on actual performance for the completed years and at 100% of the target for any years not yet completed. The amounts shown in the table below are calculated using the assumption that payments described above were triggered based on a change-in-control and qualifying termination as of December 31, 2023, and as a result are based on amounts earned through such time and are only estimates of the amounts which would be paid to our NEOs in the event of such a qualifying termination under their executive severance agreements. The actual amounts that would be paid out if such a termination were to occur can only be determined at the time of such executive officer’s actual termination and would be subject to their salaries, incentives and other benefits at that time.

  114. CEO Pay Ratio

    CEO Pay Ratio Our CEO pay ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. In determining the pay ratio calculation, we used the following methodology, assumptions and reasonable estimates. For purposes of this disclosure, as permitted by SEC regulations, we identified our median employee using our global employee population as described below, as of October 1, 2023 (the “Effective Date”). In total, our workforce consisted of 5,156 full-time, part-time, temporary, and seasonal employees in 31 countries as of the Effective Date, with 2,272 located in the United States and 2,884 outside the United States. We excluded employees in 12 countries totaling 258 employees (approximately 5.0% of our total workforce) from the determination of “median employee” under the de minimis exception in the SEC rules. We excluded employees in China (51), India (61), and South Africa (76). as well as the employees in the following countries (all of which had fewer than 25 employees): Argentina, Chile, Czech Republic, Hong Kong, Indonesia, Israel, , Japan, Malaysia, and Singapore. As a result, our employee population for purposes of the pay ratio calculation included 4,898 (including all 2,272 employees located in the United States and 2,626 employees located outside the United States) of our 5,156 employees. For purposes of a consistently applied compensation measure of our employee population, we utilized annual base pay. As a global manufacturer of highly engineered machinery and technology solutions, a significant portion of our workforce consists of full-time hourly employees. For the majority of our employees, base pay is the primary component of their compensation. It represents the fixed portion of each employee’s compensation arrangement and is paid without regard to our financial or operational performance in a given year.

  115. CEO Pay Ratio

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  116. CEO Pay Ratio

    Consequently, annual base pay is a measure that reasonably reflects annual compensation for purposes of identifying our median employee. We estimated the annual base pay of our employee population as follows. For salaried employees, we estimated annual base pay using employees’ base salary as of the Effective Date. For hourly employees, we estimated annual base pay by combining the employees’ hourly rate as of the Effective Date with their scheduled hours, which generally consists of 40 hours per week for full-time employees. To calculate the median employee’s 2023 annual compensation for purposes of the 2023 CEO pay ratio, we added together all of the elements of such median employee’s compensation for 2023 in the same way that we calculate the annual total compensation for our NEOs in the Summary Compensation Table. On that basis, we calculated the 2023 annual compensation for our median employee as $93,162. Mr. Deck’s annual total compensation based on all elements of his compensation as reported in the Summary Compensation Table for Fiscal Year 2023 was $6,176,099. Based on this information, the ratio of the annual total compensation of our CEO to the median of the total annual compensation of our other employees was 66 to 1.

  117. Pay Versus Performance

    Pay Versus Performance Our Pay versus Performance (PVP) disclosure was calculated in compliance with the requirements mandated and set forth in Dodd-Frank Act. Below is the required tabular disclosure of the PVP which details the relationship between Compensation Actually Paid (CAP) to our Primary Executive Officer (PEO) and the average of our other named executive officers (NEOs) and certain financial measures.

  118. Pay Versus Performance

    | | Pay | | | | | | Performance | | | | | | Former PEO (1) | | Current PEO (1) | | Avg. of Other NEOs (2) | | Value of $100 Initial Investment Based On (3): | | | Company Selected Performance Metric | | Year | SCT Total Comp. | Comp Actually Paid | SCT Total Comp. | Comp Actually Paid | SCT Total Comp. | Comp Actually Paid | JBT Cumulative TSR1 | S&P 1500 Industrial Machinery Cumulative TSR | Net Income ($M) | EPS | | 2023 | N/A | | $6,176,099 | $8,158,164 | $1,499,098 | $1,802,760 | $90 | $154 | $582.6 | $2.62 | | 2022 | N/A | | $4,791,474 | $2,847,190 | $1,155,529 | $761,586 | $82 | $120 | $130.7 | $4.81 | | 2021 | N/A | | $5,023,977 | $4,743,995 | $1,567,948 | $1,097,771 | $137 | $140 | $118.4 | $3.82 | | 2020 | $10,816,742 | -$1,473,084 | $2,883,247 | $1,632,239 | $995,544 | $455,638 | $102 | $115 | $108.8 | $3.79 |

  119. Pay Versus Performance

    (1) Former PEO refers to Thomas W. Giacomini. Current PEO refers to Brian A. Deck. (2) Includes the following NEOs: 2023: Messrs. Meister, Petrie, Rizzolo, Marvin and Burdakin 2022: Messrs. Meister, Petrie, Burdakin, Marvin and Fernandez 2021: Messrs. Meister, Petrie, Burdakin, Marvin and Fernandez, Sternlieb 2020: Meister, Burdakin, Marvin and Fernandez, Sternlieb (3) TSR is cumulative (i.e., 1 year for 2020, 2 years for 2021 and 3 years for 2022) and depicted as a dollar value assuming $100 was invested as of January 1, 2020.

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  121. Pay Versus Performance

    To calculate the Compensation Actually Paid (CAP), the following amounts were deducted from and added to the Summary Compensation Table (SCT) total compensation: Current PEO SCT to CAP Reconciliation:

  122. Pay Versus Performance

    | Year | Summary Compensation Table Total for Current PEO ($) | Exclusion of Change in Pension Value for Current PEO ($) | Exclusion of Stock Awards for Current PEO ($) | Inclusion of Pension Service Cost for Current PEO ($) | Inclusion of Equity Values for Current PEO ($) | Compensation Actually Paid to Current PEO ($) | | 2023 | 6,176,099 | — | (3,600,014) | — | 5,582,079 | 8,158,164 |

  123. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Current PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Current PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO ($) | Total - Inclusion of Equity Values for Current PEO ($) | | 2023 | 4,503,864 | 991,045 | — | 87,170 | — | 5,582,079 |

  124. Pay Versus Performance

    Average NEO SCT to CAP Reconciliation:

  125. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,499,098 | — | (565,023) | — | 868,685 | 1,802,760 |

  126. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 706,867 | 139,405 | — | 22,413 | — | 868,685 |