DEF 14A of JBT MAREL Corp, Apr 1, 2025

DEF 14A of JBT MAREL Corp

Filed Apr 1, 2025 · FY20240001433660-25-000015

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 three Directors. The Board of Directors currently consists of ten 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 our directors, beginning at last year's Annual Meeting. Thereafter, on May 15, 2023, our Certificate of Incorporation was amended to implement this change on a staggered basis. As a result, any director who was elected, at that time, to fill a vacancy replacing a director who was serving a three-year term was to serve for the remainder of the predecessor’s term. At last's year's Annual Meeting of Stockholders, any directors whose terms were expiring, and any successors, were subject to election for two-year terms expiring at the 2026 Annual Meeting of Stockholders. Beginning with the 2025 Annual Meeting of Stockholders and at all annual meetings thereafter, all directors whose terms are expiring, and any successors, will be subject to election for a one-year term expiring at the next annual meeting. Accordingly, this year's Board nominees, each of whom would have historically been subject to a two-year term based on their class year, will instead be elected for a one-year term expiring at the 2026 Annual Meeting of Stockholders. Beginning with the 2026 Annual Meeting of Stockholders, the entire Board will be elected annually. In connection of the Company's combination with Marel, which was finalized on January 2, 2025, the Board of Directors appointed four (4) new directors, each of whom had previously served on the Board of Directors for Marel. Three of these new directors, Olafur S. Gudmundsson, Svafa Gronfeldt, and Arnar Thor Masson, were appointed as Class I directors and the fourth, Ann E. Savage, was appointed as a Class II director. The appointment of each director was effective on January 2, 2025. The Governance and Sustainability Committee has decided to re-nominate Alan D. Feldman, Lawrence V. Jackson, and Ann E. Savage, as Class II directors, at the 2025 Annual Meeting of Stockholders. The continuing directors are Barbara L. Brasier, Brian A. Deck, Svafa Gronfeldt, Olafur S. Gudmundsson, Charles L. Harrington, Polly B. Kawalek, and Arnar Thor Masson. 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 Board of Directors expects that all three 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

    | 2025 Proxy Statement | 1 |

  5. PROPOSAL SUMMARY

    BOARD OF DIRECTORS

  6. Nominees for Directors

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

  7. Alan D. Feldman

    Alan D. Feldman

  8. Alan D. 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: 73 | Background •Chairman of the Board of Directors, JBT Corporation (now JBT Marel Corporation) since June 2020. •President and Chief Executive Officer of Midas, Inc. (January 2003 to May 2012) and its Chairman from (May 2006 to 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 served on the Board of Directors for Foot Locker, Inc. (2005 to 2024). •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. (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 and Human Resources Committee |

  9. Lawrence V. Jackson

    Lawrence V. Jackson

  10. 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: 71 | 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 Walmart 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. (2003 to 2005), Fresh America Corporation (1997 to 2001), Prologis, Inc. (2008 to 2011), RadioShack Corporation (2000 to 2005), and Snyder’s-Lance, Inc. (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, Walmart, 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 and Human Resources Committee •Member of the Governance and Sustainability Committee |

  11. Lawrence V. Jackson

    | 2 | 2025 Proxy Statement |

  12. Ann E. Savage

    Ann E. Savage

  13. Ann E. Savage

    | Director Since: 2025 Former Member of the Marel Board of Directors. Age: 68 | Background . •Head of Food Technical, Food Safety and Risk Management, Gousto (SCA Investments Limited, trading as Gousto), a meal kit company (2018-2021). •Group Technical Director and Member of the Management Board, with responsibility for Food Safety and Quality Management, Health and Safety and Sustainability UK, USA and China and manufacturing excellence (3 years), Bakkavor Group plc, a global manufacturer of prepared foods (2004-2017). | Qualifications •Former Member of the Board of Directors, Marel hf. (2013 –2025), serving as a member of the Audit Committee (2020 – 2025) and the Remuneration Committee (2014 - 2020). •Over 40 years of experience in the Food Industry, particularly with food safety, food standards, and prepared foods. Committees: Member of the Audit Committee |

  14. Ann E. Savage

    Class I — Term Expiring in 2026

  15. Charles L. Harrington

    Charles L. Harrington

  16. Charles L. 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: 66 | 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 served as Chairman of the Board of the Institute of Digital Engineering USA (IDEUSA) until 2024 and currently serves 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 Parsons 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 •Chair of the Governance and Sustainability Committee |

  17. Charles L. Harrington

    | 2025 Proxy Statement | 3 |

  18. Arnar Thor Másson

    Arnar Thor Másson

  19. Arnar Thor Másson

    | Director Since: 2025 Former Chair of the Marel Board of Directors Age: 53 | Background •Member, Board of Directors. Síminn hf., a Telecommunications company based in Iceland,publicly traded on Nasdaq Iceland (since 2021). •Chief Human Resources and Strategy Officer, Isavia ohf. (2019 – 2020). •Alternate director on the residence board at the European Bank for Reconstruction and Development (EBRD) in London, United Kingdom (2016-2019). •Director General in the Prime Minister’s Office for 6 years, Government of Iceland (2010-2016). •Deputy Director General in the Ministry of Finance, Government of Iceland (2000-2010). | Qualifications •Former Member of the Board of Directors of Marel hf., a company that was publicly traded on Nasdaq Iceland (2001-2025). Mr. Masson served as Board Chair (2021-2025), Vice Chair (2013-2021), Chair of the Remuneration Committee (2010-2025), Chair of the Audit Committee (2013-2021). •Mr. Masson brings experience as long-time board member and leader of Marel's Board of Directors, along with diverse experience with businesses, government, and board leadership of public companies. Committees: •Member of the Compensation and Human Resources Committee •Member of the Governance and Sustainability Committee |

  20. Dr. Olafur S. Gudmundsson

    Dr. Olafur S. Gudmundsson

  21. Dr. Olafur S. Gudmundsson

    | Director Since: 2025 Former Member of the Marel Board of Directors Age: 55 | Background •Current Head Discovery Pharmaceutics and Analytical Sciences, (since 2021) and former Head Discovery Pharmaceutics (2018-2021), Bristol Myers Squibb, Inc, a global biopharmaceutical company. •Dr. Gudmundsson serves as a member of the Board of Eyrir Invest.hf., an international investment company. Eyrir Invest hf. is currently an investor in JBT Marel. | Qualifications •Former Member of Marel hf. Board of Directors (2014-2025), serving as Vice Chairman (2021-2025), member of the Remuneration Committee (2014-2025) and member of the Nomination Committee (2014-2025). •Dr. Gudmundsson has more than two decades of experience in the pharmaceutical industry. His experience includes research and development, conducting clinical trials, evaluation of acquisitions, and integration of merged companies. He brings his extensive management, research and development expertise, particularly in the pharmaceutical industry, to the Board. Committees: •Member of the Compensation and Human Resources Committee •Member of the Governance and Sustainability Committee |

  22. Dr. Olafur S. Gudmundsson

    | 4 | 2025 Proxy Statement |

  23. Dr. Svafa Gronfeldt

    Dr. Svafa Gronfeldt

  24. Dr. Svafa Gronfeldt

    | Director Since: 2025 Former Member of the Marel Board of Directors Age: 60 | Background •Professor of Practice at the Massachusetts Institute of Technology("MIT") since 2021 and founding member of MIT's innovation accelerator DesignX, which is focused on the design and development of technology and service-based ventures created at MIT. • Board Member, Icelandair Group hf. (since 2019), and serving on its Audit Committee (since 2019). • Board Member, Embla Medical hf. (since 2008), Serving as Vice-Chair (since 2021). • Board Member, Origo ehf. (Public when Dr. Gronfeldt served on the Board), an information technology services company (2019-2021) • Dr. Gronfeldt’s previous positions include executive leadership positions at two global life science companies where she served as Chief Organizational Development Officer of Alvogen and Deputy to the CEO of Actavis Group. Dr. Gronfeldt is also a former President of Reykjavik University, in Iceland. | Qualifications •Member of the Marel Board of Directors (from 2021-2025), serving in leadership as Chair of the Audit Committee (2021-2025). •Dr. Gronfeldt has broad board experience and her executive career has been focused on organizational design for high growth companies, strategy implementation, service process design for operational improvement and performance tracking. Committees: Member of the Audit Committee |

  25. Dr. Svafa Gronfeldt

    Class III — Term Expiring in 2026

  26. Barbara L. Brasier

    Barbara L. Brasier

  27. Barbara L. Brasier

    | Director Since: 2019 Retired Senior Vice-President and Chief Financial Officer of Herc Holdings, Inc., an equipment rental company Age: 66 | 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 •Member of the Governance and Sustainability Committee |

  28. Barbara L. Brasier

    | 2025 Proxy Statement | 5 |

  29. Brian A. Deck

    Brian A. Deck

  30. Brian A. Deck

    | Director Since: 2020 Director and Chief Executive Officer of JBT Marel Corporation Age: 56 | Background •Director and Chief Executive Officer, JBT Marel Corporation, since January 2025. • Director, President, Chief Executive Officer, JBT Corporation, from December 2020 to January 2025. • Interim President and Chief Executive Officer, JBT Corporation from June 2020 to December 2020. • Executive Vice President and Chief Financial Officer, JBT Corporation, 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 business 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. |

  31. Polly B. Kawalek

    Polly B. Kawalek

  32. Polly B. Kawalek

    | Director Since: 2008 Retired President of PepsiCo’s Quaker Foods Division, an international manufacturer of branded products Age: 70 | 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 and Human Resources Committee •Member of the Audit Committee |

  33. Polly B. Kawalek

    | 6 | 2025 Proxy Statement |

  34. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  35. Director Compensation

    Director Compensation The Compensation and Human Resources Committee periodically reviews non-employee director compensation to ensure that the amount of compensation provided to non-employee directors is within appropriate parameters. In late 2023, the Compensation and Human Resources Committee commissioned Meridian to conduct a peer group survey to review non-employee director compensation. The results of the survey indicated that our total non-employee director compensation was below the peer group median. Accordingly, the Compensation and Human Resources Committee recommended to the full Board a modest increase in non-employee director compensation in 2024 to realign with the peer group companies, which was approved by the Board.

  36. Director Compensation

    | 18 | 2025 Proxy Statement |

  37. Director Compensation

    For 2024, each of our non-employee directors was eligible to receive an annual retainer of $95,000. 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”), and the option to elect to receive any remainder in cash, payable in quarterly installments. RSUs granted as part of the 2024 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 2025. 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, 2024, we awarded each of our non-employee directors RSUs with a value of $145,000, which is included in the amount contained in column (c) of the Director Compensation Table below. 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 2024: •The chair of the Audit Committee received an additional annual fee of $20,000; •The chair of the Compensation and Human Resources 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 2024 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. 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 to have the RSUs they 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.

  38. Director Compensation

    | 2025 Proxy Statement | 19 |

  39. Director Compensation

    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 2024.

  40. Director Compensation Table

    Director Compensation Table

  41. 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 | $112,083 | $144,987 | $9,975 | $267,045 | | C. Maury Devine | $107,083 | $144,987 | $19,850 | $271,920 | | Alan D. Feldman | $212,083 | $144,987 | $4,124 | $361,195 | | Charles L. Harrington | $— | $239,957 | $10,292 | $250,249 | | Lawrence V. Jackson | $65,833 | $144,987 | $5,325 | $216,145 | | Polly B. Kawalek | $15,000 | $239,957 | $4,911 | $259,868 | | Emmanuel Lagarrigue (5) | $— | $— | $— | $— |

  42. Director Compensation Table

    ____________________________________ (1)Brian A. Deck, our Chief Executive Officer, is not included in the table as he was an employee during 2024 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, 2024, valued at $88.84 per share, the closing price of our Common Stock on May 1, 2024, reflecting an aggregate grant date fair value for all of our non-employee directors of $1,059,862. 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, 2024 was: Ms. Brasier, 1,632; Ms. Devine, 44,419; Mr. Feldman, 54,892; Mr. Harrington 2,701; Mr. Jackson, 8,133; and Ms. Kawalek, 60,121. (4)Amounts in this column represent (a) charitable contributions made in the name of directors by us during 2024 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.

  43. Compensation Discussion and Analysis

    | Proposal 2 – Say on Pay | 22 | | EXECUTIVE COMPENSATION | 24 | | Compensation Discussion and Analysis | 24 | | Our Values, Vision & Purpose | 25 | | Our Named Executive Officers | 26 | | Our Compensation Philosophy | 28 | | Core Principles | 29 | | Our Compensation Process | 29 | | Roles Within the Compensation Setting Process | 29 | | The Role of the Compensation and Human Resources Committee: | 29 | | The Role of Management: | 30 | | The Role of Independent Compensation Consultants: | 30 | | The Role of Peer Groups: | 30 | | Our Compensation Practices | 31 | | Core Principle: Business Strategy Alignment | 31 | | Core Principle: Stockholder Engagement and Value Creation | 32 | | Stockholder Engagement | 33 | | Core Principle: Pay-for-Performance Alignment | 33 | | Core Principle: Competitiveness & Retention | 34 | | Our Pay Components | 35 | | Base Salary | 35 | | Management Incentive Plan | 35 | | 2024 Target Award Opportunities | 36 | | 2024 Performance Metrics and Weight | 36 | | 2024 Performance Targets | 36 | | 2024 Performance Results | 37 | | 2024 MIP Payout | 37 | | Long-Term Incentive Plan | 38 | | 2022-2024 Equity Awards: LTIP Awards Vesting in 2024 | 40 | | 2022 – 2024 Award Long-Term Incentive Compensation Metrics | 41 | | 2024-2026 Equity Awards: Equity Awards Granted in 2024 | 42 | | Other Benefits | 44 | | Savings Plan | 44 | | Change-in-Control Benefits | 45 | | General Executive Severance Benefits | 45 | | Impact of Retirement on Outstanding LTIP Awards | 45 | | Perquisites | 46 | | Risk and Oversight Considerations | 46 | | Insider Trading Policy | 46 | | Clawback Policy | 46 | | Impact of Tax Deductibility on Executive Compensation | 46 | | Stock Ownership Requirements | 47 | | RISK IN COMPENSATION PROGRAMS | 47 |

  44. Our Compensation Process

    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 and Human Resources Committee regarding the compensation of NEOs reporting to him. The Role of Independent Compensation Consultants: According to its charter, the Compensation and Human Resources Committee has the authority to engage external consultants, experts, and other professionals to support the fulfillment of its responsibilities. In 2024, the Compensation and Human Resources Committee engaged Meridian, an independent compensation consultant, to provide expertise on pay philosophy, prevailing market practices, and pertinent regulatory mandates. This collaboration sought 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 2024, 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 peer companies ranged from $770 million to $4.4 billion as of 2023 fiscal year end, with a median of $2,353 billion. Our Company’s global revenue was $1.664 billion in 2023 (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.)

  45. Our Compensation Process

    For the purposes of setting 2024 NEO compensation, the peer group consisted of the following 24 industrial companies, which were approved by the Compensation and Human Resources 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.

  46. Stockholder Engagement

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓High percentage of executive compensation is tied to performance with competitive 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 and Human Resources Committee the right to “clawback” 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. | | ✓Our annual incentive program design includes strategic initiatives and operational objectives that are key to our business success. | ✗Our executive severance agreements do not include excise tax gross-up provisions and do not provide single-trigger change-in-control severance benefits. |

  47. 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 49% of our other NEOs' target compensation is tied to performance incentives for 2024. An additional 27% 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.

  48. 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, an annual cash bonus (MIP), and long-term incentives (LTIP) that consist of time-based and performance-based Restricted Stock Units (RSUs).

  49. 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 | Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow Conversion | ROIC, EPS, relative TSR (each as adjusted, if applicable) | | 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 |

  50. 2024 Performance Metrics and Weight

    2024 Performance Metrics and Weight For 2024, 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:

  51. 2024 Performance Results

    | Overall Company Performance Measures | | | | | | | | | 0% Payout of Target BPI | 100% Payout of Target BPI | 250% Payout of Target BPI | 2024 Performance | Weight | BPI Payout | | Adjusted EBITDA* | $270.0 | $300.0 | $350.0 | $295.0 | 50% | 0.83 | | Adjusted EBITDA Margin | 16.00% | 17.00% | 19.00% | 17.19% | 25% | 1.19 | | FCF* | 75.0% | 105.0% | 180.0% | 148.6% | 25% | 1.87 | | Total BPI Rating | | | | | | 1.18 |

  52. 2024 MIP Payout

    2024 MIP Payout

  53. 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 | 110% | $— | $1,056,000 | $2,112,000 | $1,230,240 | 117% | | Matthew J. Meister | 70% | $— | $353,500 | $707,000 | $418,898 | 119% | | Robert J. Petrie | 65% | $— | $279,500 | $559,000 | $258,538 | 93% | | Augusto Rizzolo | 65% | $— | $297,700 | $595,401 | $352,775 | 119% | | James L. Marvin | 60% | $— | $271,200 | $542,400 | $317,982 | 117% |

  54. PPI Determination

    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: •Performance-based RSUs, which are tied to the achievement of Company financial goals; •Time-based RSUs, which provide executives with an equity stake in our Company; and •Performance-based cash awards, which provides a future cash payment opportunity tied to the achievement of Company financial goals.

  55. 2022-2024 Equity Awards: LTIP Awards Vesting in 2024

    2022-2024 Equity Awards: LTIP Awards Vesting in 2024 The LTIP awards granted to our NEOs in 2022 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.

  56. Performance Metrics and Results: 2022 – 2024 Performance-Based RSUs

    Performance Metrics and Results: 2022 – 2024 Performance-Based RSUs The performance-based RSUs granted to our NEOs in 2022 were subject to a three-year performance period which ended on December 31, 2024. These performance-based awards were tied to performance targets based on the following metrics:

  57. Sustaining a High Level of ROIC

    Sustaining a High Level of ROIC In year 1, 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 2 and 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 2025, the Compensation and Human Resources Committee evaluated the results of the three-year performance period for the performance-based RSUs granted in 2022. It was determined that: •In Year 1 of the award, we achieved $4.80 EPS, which 142% of target, and 10.8% ROIC, which is 81% of target. The combined attainment for Year 1 of the award for EPS and ROIC was 124% of target. •In Year 2, we achieved $2.24 EPS in the first half of the year, which is 76% of target, and in the back half of the 2024, we achieved $2.64 EPS which is 200% target (EPS target for 2023 was adjusted to reflect the disposition of AeroTech mid-year.) In addition, we achieved 9.8% ROIC, which is 71% of target. The combined attainment for Year 2 of the award for EPS and ROIC was 118% of target. 2 •In Year 3, we achieved $5.38 EPS, which is 200% of target, and 11.1% ROIC, which is 101% of target. (The original EPS target for 2024 established in 2022 was also adjusted to reflect the disposition of AeroTech in 2023.) The combined attainment for Year 3 of the award is 170%. As a result of the average combined attainment of all three years, the performance-based RSUs for the 2022 – 2024 period were earned at 137% of target, as shown in the table below. 2 As noted in the 2024 Proxy Statement, in 2023, the Compensation and Human Resources Committee, updated the targets for performance-based RSUs that had previously been set in 2022 in order to reflect the sale of the AeroTech business (completed in 2023). At that time, the Compensation and Human Resources Committee reevaluated the pre-established performance targets for the performance-based RSU awards under the LTIP program for cycles that were in progress. The Compensation and Human Resources Committee also approved updated targets for EPS and ROIC metrics related to the performance based RSU awards granted during the years 2021-2023.

  58. 2022 – 2024 Award Long-Term Incentive Compensation Metrics

    2022 – 2024 Award Long-Term Incentive Compensation Metrics

  59. 2022 – 2024 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 | 2022-2024 Performance | 2022-2024 Performance as a % of Target | | Year 1 (2022) | | | | | | | Diluted EPS (Adjusted)* | $4.09 | $4.53 | $5.20 | $4.80 | 142.0% | | ROIC (Adjusted)* | 8.5% | 11.5% | 15.0% | 10.8% | 81.0% | | Combined Attainment (2022) | | | | | 124.0% | | Year 2 (2023) | | | | | | | Diluted EPS (First Half of Year) (Adjusted)* | $1.87 | $2.29 | $2.84 | $2.24 | 76.0% | | Diluted EPS (Second Half of Year) (Adjusted)* | $1.96 | $2.09 | $2.48 | $2.64 | 200.0% | | ROIC | 8.5% | 11.0% | 15.0% | 9.8% | 71.0% | | Combined Attainment (2023) | | | | | 118.0% | | Year 3 (2024) | | | | | | | Diluted EPS (Adjusted)* | $3.81 | $4.04 | $4.68 | $5.38 | 200.0% | | ROIC (Adjusted)* | 8.5% | 11.0% | 15.0% | 11.1% | 101.0% | | Combined Attainment (2024) | | | | | 170.0% | | Total Award Earned Payout | | | | | 137.0% |

  60. 2022 – 2024 Award Long-Term Incentive Compensation Metrics

    *In determining the EPS and ROIC results for the performance-based RSU awards for 2022-2024, the Compensation and Human Resources Committee approved certain adjustments to to GAAP EPS to account for certain unusual and non-recurring items. With respect to long-term equity incentive performance metrics, the financial impact of restructuring charges (not including impairment), M&A related costs, impact of selling the pension liability and costs related to sale of AeroTech (as described in footnote 2 above) were excluded.

  61. Target Award Opportunities & Earned Payout: 2022 – 2024 Equity Awards

    Target Award Opportunities & Earned Payout: 2022 – 2024 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 2022. The earned shares were distributed to our NEOs on February 26, 2025:

  62. Target Award Opportunities & Earned Payout: 2022 – 2024 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 | 18,364 | 36,728 | 137.0% | 25,159 | | Matthew J. Meister | 3,730 | 7,460 | 137.0% | 5,110 | | Robert J. Petrie | 2,582 | 5,164 | 137.0% | 3,537 | | Augusto Rizzolo | 861 | 1,722 | 137.0% | 1,180 | | James L. Marvin | 2,726 | 5,452 | 137.0% | 3,735 |

  63. Target Award Opportunities & Earned Payout: 2022 – 2024 Equity Awards

    | 2025 Proxy Statement | 41 |

  64. 2024-2026 Equity Awards: Equity Awards Granted in 2024

    2024-2026 Equity Awards: Equity Awards Granted in 2024 The LTIP awards granted to our NEOs in 2024 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 2024 will depend upon our achievement against specific performance metrics set by the Compensation and Human Resources Committee. The 2024 performance-based RSU awards are subject to three one-year performance periods ending on December 31, 2026, 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.

  65. Performance Metrics and Target Setting: 2024 – 2026 Equity Awards

    Performance Metrics and Target Setting: 2024 – 2026 Equity Awards The performance goals for the performance-based RSU awards granted to our NEOs in 2024 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, 2026. To set our 2024 targets, for purposes of making year over year comparisons, we used our 2023 results as the 2024 baseline. The Compensation and Human Resources 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.

  66. 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 2024 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.

  67. Determination of Award: 2024 – 2026 Equity Awards

    Determination of Award: 2024 – 2026 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 and Human Resources Committee sets a target economic value for each NEO’s LTIP award.

  68. Determination of Award: 2024 – 2026 Equity Awards

    | 42 | 2025 Proxy Statement |

  69. Determination of Award: 2024 – 2026 Equity Awards

    In determining the components of the equity awards, the Compensation and Human Resources 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 and Human Resources Committee met to approve the target values for 2024 annual LTIP awards for NEOs in February 2025. 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 2024.

  70. Determination of Award: 2024 – 2026 Equity Awards

    | | | Total LTI Award 2024 Annual Award | | | | Name | Time-based RSU | Performance-based RSU Target | Performance-based RSU Maximum | Total Opportunity at Maximum | | Brian A. Deck | 15,907 | 23,861 | 47,722 | 63,629 | | Matthew J. Meister | 3,221 | 4,831 | 9,662 | 12,883 | | Robert J. Petrie | 2,258 | 3,388 | 6,776 | 9,034 | | Augusto Rizzolo | 2,101 | 3,152 | 6,304 | 8,405 | | James L. Marvin | 2,062 | 3,093 | 6,186 | 8,248 |

  71. Vesting of Award: 2024 – 2026 Equity Awards

    Vesting of Award: 2024 – 2026 Equity Awards The 2024 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 2024 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 2025, 2026, and 2027, respectively. The following table sets forth the time-based RSUs granted to each of our NEOs in 2024 and the vesting dates of such awards:

  72. Vesting of Award: 2024 – 2026 Equity Awards

    | | | Vesting Date of 2024 Time-based RSU Award | | | | Name | Time-based RSU Awarded | February 27, 2025 | February 27, 2026 | February 27, 2027 | | Brian A. Deck | 15,907 | 5,302 | 5,302 | 5,303 | | Matthew J. Meister | 3,221 | 1,073 | 1,074 | 1,074 | | Robert J. Petrie | 2,258 | 752 | 753 | 753 | | Augusto Rizzolo | 2,101 | 700 | 700 | 701 | | James L. Marvin | 2,062 | 687 | 687 | 688 |

  73. Vesting of Award: 2024 – 2026 Equity Awards

    | 2025 Proxy Statement | 43 |

  74. Other Benefits

    grant awards that will permit unvested equity 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 25 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 him with a tax gross up on such benefit. The allocated costs of his actual personal use are reflected in "all other compensation" in the Summary Compensation Table later in this Proxy Statement.

  75. Risk and Oversight Considerations

    discretion and flexibility to structure compensation programs that provide the Named Executive Officers with competitive incentives to motivate and 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. Timing of Equity Awards We generally grant annual equity awards during the first quarter of our fiscal year, although timing may change from year to year. Our Compensation and Human Resources Committee may also make grants mid-year from time to time for new hires, new promotions, or based on other business needs, in its discretion. The Committee does not take material nonpublic information into account when determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation Stock Ownership Requirements Our Compensation and Human Resources 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 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 is provided in the following table. Each of these NEOs have reached the required ownership multiple.

  76. 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. 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 compared to our selected industry peer group. Additionally, the metrics for annual cash incentive award payouts for our NEOs are primarily based on company-wide metrics, the only exception being NEOs who have operations management roles (two of our NEOs), whose annual cash incentive payouts are based on metrics that are weighted 30% for company-wide and 70% for operations performance. This design 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.

  77. RISK IN COMPENSATION PROGRAMS

    The mix of equity award instruments used under our long-term incentive program that includes time-based awards and 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 clawback 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. We set also our target compensation at levels that, we believe, based on market assessments, strike 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. Finally, at its February 26, 2025 meeting, the Compensation and Human Resources Committee requested its independent compensation consultant, Meridian, to advise it on whether we had any areas of compensation which appeared to encourage excessive risk-taking. In its report to the Compensation and Human Resources Committee, Meridian did not identify any components of our compensation program that they viewed as encouraging excessive risk.

  78. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table summarizes compensation earned by each of our Named Executive Officers ("NEOs") during the fiscal years ending December 31, 2024, December 31, 2023 and December 31, 2022. To understand the table below you should read the footnotes carefully because they describe the assumptions and calculations used to determine the dollar amounts set forth below.

  79. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position in 2024 | 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 | 2024 | 951,921 | | 4,049,973 | — | 1,230,240 | — | 220,826 | 6,452,960 | | President and Chief | 2023 | 921,901 | | 3,600,014 | — | 1,503,810 | — | 150,374 | 6,176,099 | | Executive Officer | 2022 | 888,461 | | 3,199,962 | — | 517,500 | — | 185,552 | 4,791,475 | | Matthew J. Meister | 2024 | 501,011 | | 820,016 | — | 418,898 | — | 94,643 | 1,834,568 | | Executive Vice President and Chief Financial Officer | 2023 | 482,958 | | 775,008 | — | 482,528 | — | 63,079 | 1,803,573 | | | 2022 | 457,938 | | 649,988 | — | 167,143 | — | 75,599 | 1,350,668 | | Robert J. Petrie (4) | 2024 | 441,824 | | 574,989 | — | 258,537 | — | 119,954 | 1,395,304 | | Executive Vice President | 2023 | 473,660 | | 550,048 | — | 407,677 | — | 143,751 | 1,575,136 | | and President, Protein | 2022 | 430,406 | | 449,983 | | 296,891 | — | 96,308 | 1,273,588 | | Augusto Rizzolo(5) | 2024 | 470,876 | 75,000 | 534,966 | — | 352,775 | — | 53,638 | 1,487,255 | | Executive Vice President | 2023 | 433,287 | | 499,983 | | 376,054 | — | 62,336 | 1,371,660 | | and President, | | | | | | | | | | | Diversified Food & Health | | | | | | | | | | | James L. Marvin | 2024 | 447,474 | | 524,985 | — | 317,982 | — | 93,892 | 1,384,333 | | Executive Vice President, | 2023 | 429,984 | | 525,016 | — | 395,415 | — | 70,185 | 1,420,600 | | Chief Legal Officer and | 2022 | 412,308 | | 474,970 | — | 124,696 | — | 74,697 | 1,086,671 | | Assistant Secretary | | | | | | | | | |

  80. Summary Compensation Table for Fiscal Year 2024

    ____________________________________ (1)The amounts in column (e) for fiscal year 2024 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 11 to the Consolidated Financial Statements for 2024. 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 2022, 2023, and 2024 grants of performance-based awards was estimated at the target payout level, or 100%. The actual achievement was 137% of the target payout for the 2022 awards. The performance periods for the annual awards granted in 2023 and 2024 will not end until December 31, 2025, and December 31, 2026, respectively.

  81. Summary Compensation Table for Fiscal Year 2024

    | 2025 Proxy Statement | 49 |

  82. Summary Compensation Table for Fiscal Year 2024

    The grant date fair value of performance-based RSUs for fiscal year 2024 assuming the target and maximum levels of performance was achieved are as follows:

  83. Summary Compensation Table for Fiscal Year 2024

    | | Fair Value Assuming Target | Fair Value Assuming | | Name | Performance ($) | Maximum Performance ($) | | Brian A. Deck | 2,430,004 | 4,860,008 | | Matthew J. Meister | 491,989 | 983,978 | | Robert J. Petrie | 345,034 | 690,068 | | Augusto Rizzolo | 321,000 | 642,000 | | James L. Marvin | 314,991 | 629,982 |

  84. Summary Compensation Table for Fiscal Year 2024

    ____________________________________ (2)The amount in column (h) of the Summary Compensation Table for Fiscal Year 2024 (above) 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 64). 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 $253,395.99 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 non-qualified 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) of the Summary Compensation Table for Fiscal Year 2024 (above) for the fiscal year ended December 31, 2024. reflect perquisites and other compensation for each NEO. The table below shows the components of "All Other Compensation" related to each NEO.

  85. Summary Compensation Table for Fiscal Year 2024

    | 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 | 151,744 | 3,437 | 5,820 | 6,075 | 33,750 | 220,826 | | Matthew J. Meister | 20,000 | 66,867 | 2,447 | 5,329 | — | — | 94,643 | | Robert J. Petrie | 20,000 | — | — | — | 11,474 | 88,480 | 119,954 | | Augusto Rizzolo | 20,000 | 26,636 | 2,061 | 3,696 | 1,245 | — | 53,638 | | James L. Marvin | 20,000 | 57,749 | 3,677 | 6,391 | 6,075 | — | 93,892 |

  86. Summary Compensation Table for Fiscal Year 2024

    ____________________________________ *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.)

  87. Summary Compensation Table for Fiscal Year 2024

    | 50 | 2025 Proxy Statement |

  88. Summary Compensation Table for Fiscal Year 2024

    (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. Rizzolo was appointed as Executive Vice President, Regions and Integration. In recognition of the expanded scope and responsibilities of the role, Mr. Rizzolo received an assignment bonus payment outlined in column (d).

  89. Grants of Plan-Based Awards Table for Fiscal Year 2024

    Grants of Plan-Based Awards Table for Fiscal Year 2024 Shown below is information with respect to plan-based awards made in fiscal year 2024 to each Named Executive Officer.

  90. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | 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 | | — | 1,056,000 | 2,112,000 | | | | | | | | | Restricted Stock Units | 2/27/2024 | | | | | | | 15,907 | | | 1,619,969 | | Performance RSUs | 2/27/2024 | | | | | 23,861 | 47,722 | | | | 2,430,004 | | Matthew J. Meister | | | | | | | | | | | | | MIP - Cash | | — | 353,500 | 707,000 | | | | | | | | | Restricted Stock Units | 2/27/2024 | | | | | | | 3,221 | | | 328,027 | | Performance RSUs | 2/27/2024 | | | | | 4,831 | 9,662 | | | | 491,989 | | Robert J. Petrie | | | | | | | | | | | | | MIP - Cash | | — | 279,500 | 559,000 | | | | | | | | | Restricted Stock Units | 2/27/2024 | | | | | | | 2,258 | | | 229,955 | | Performance RSUs | 2/27/2024 | | | | | 3,388 | 6,776 | | | | 345,034 | | Augusto Rizzolo | | | | | | | | | | | | | MIP - Cash | | — | 297,700 | 595,401 | | | | | | | | | Restricted Stock Units | 2/22/2023 | | | | | | | 2,101 | | | 213,966 | | Performance RSUs | 2/22/2023 | | | | | 3,152 | 6,304 | | | | 321,000 | | James L. Marvin | | | | | | | | | | | | | MIP - Cash | | — | 271,200 | 542,400 | | | | | | | | | Restricted Stock Units | 2/27/2024 | | | | | | | 2,062 | | | 209,994 | | Performance RSUs | 2/27/2024 | | | | | 3,093 | 6,186 | | | | 314,991 |

  91. Grants of Plan-Based Awards Table for Fiscal Year 2024

    ____________________________________ (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 2024 pursuant to our Incentive Compensation Plan as part of the annual award cycle. (2)The amounts shown in column (i) of the table above entitled "Grants of Plan-Based Awards Table for Fiscal Year 2024" reflect the number of RSUs subject to time-based vesting requirements granted to each of our NEOs in 2024 pursuant to our Incentive Compensation Plan.

  92. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | 2025 Proxy Statement | 51 |

  93. Grants of Plan-Based Awards Table for Fiscal Year 2024

    (3)The amounts in column (l) of the table above entitled "Grants of Plan-Based Awards Table for Fiscal Year 2024" reflect the grant date fair value of awards of RSUs to our NEOs pursuant to our Incentive Compensation Plan in 2024. Assumptions used in the calculation of these amounts are described in Note 11 to our audited consolidated financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2025. (4)The amount listed in column (l) of the table above entitled "Grants of Plan-Based Awards Table for Fiscal Year 2024" for “Performance RSUs” represents the full grant date fair value of RSUs subject to performance-based conditions assuming achievement of target performance.

  94. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    Outstanding Equity Awards at Fiscal 2024 Year-End Table

  95. Outstanding Equity Awards at Fiscal 2024 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 | 89,403 | 11,363,121 | 22,465 | 2,855,302 | | Matthew J. Meister | 0 | 0 | 0 | 0 | 0 | 18,474 | 2,348,045 | 4,633 | 588,854 | | Robert J. Petrie | 0 | 0 | 0 | 0 | 0 | 12,935 | 1,644,039 | 3,261 | 414,473 | | Augusto Rizzolo | 0 | 0 | 0 | 0 | 0 | 9,921 | 1,260,959 | 3,012 | 382,825 | | James L. Marvin | 0 | 0 | 0 | 0 | 0 | 12,733 | 1,618,364 | 3,018 | 383,588 |

  96. Outstanding Equity Awards at Fiscal 2024 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 February 24, 2025 vesting date includes shares earned by the NEOs under performance RSUs for the 2022 – 2024 period as follows: Mr. Deck: 25,159 shares; Mr. Meister: 5,110 shares; Mr. Petrie: 3,537 shares; Mr. Rizzolo: 1,180; and Mr. Marvin: 3,735.

  97. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | Vesting Date | Brian A. Deck | Matthew J. Meister | Robert J. Petrie | Augusto Rizzolo | James L. Marvin | | February 24, 2025 | 41,774 | 8,538 | 5,927 | 2,361 | 6,190 | | February 27, 2025 | 5,302 | 1,073 | 752 | 700 | 687 | | October 1, 2025 | — | — | — | 1,114 | — | | February 22, 2026 | 22,734 | 4,895 | 3,474 | 3,158 | 3,316 | | February 27, 2026 | 5,302 | 1,074 | 753 | 700 | 687 | | February 27, 2027 | 14,291 | 2,894 | 2,029 | 1,888 | 1,853 |

  98. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    ____________________________________ (2)The market value of earned and unvested RSUs is calculated using a price of $127.10 per share, based on the closing price of our Common Stock on December 31, 2024, the last trading day of 2024. (3)The outstanding RSU awards presented in column (i) above are unearned performance-based RSUs granted in 2023 and 2024 for the three-year performance periods ending December 31, 2025, and December 31, 2026, 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. See “Compensation Discussion and Analysis — Long-Term Incentive

  99. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | 52 | 2025 Proxy Statement |

  100. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    Compensation.” The shares reported in column (i) of this table include shares that would be earned under the 2023 – 2025 and 2024 – 2026 performance-based RSUs based on achieving the target level of performance, because our financial performance through December 31, 2024, indicated performance between the threshold and target 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.

  101. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | Vesting Date | Brian A. Deck | Matthew J. Meister | Robert J. Petrie | Augusto Rizzolo | James L. Marvin | | February 22, 2026 | 6,558 | 1,412 | 1,002 | 911 | 956 | | February 27, 2027 | 15,907 | 3,221 | 2,259 | 2,101 | 2,062 |

  102. Outstanding Equity Awards at Fiscal 2024 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 $127.10 per share, based on the closing price of our Common Stock on December 29, 2024, the last trading day of 2024.

  103. Option Exercises and Stock Vested Table for Fiscal Year 2024

    Option Exercises and Stock Vested Table for Fiscal Year 2024 The following table displays amounts received as a result of RSUs vesting during 2024.

  104. Option Exercises and Stock Vested Table for Fiscal Year 2024

    | | 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 | 11,465 | 1,174,996 | | Matthew J. Meister | 0 | 0 | 2,502 | 256,475 | | Robert J. Petrie | 0 | 0 | 1,094 | 111,051 | | Augusto Rizzolo | 0 | 0 | 891 | 90,176 | | James L. Marvin | 0 | 0 | 2,127 | 218,728 |

  105. Pension Benefits Table for Fiscal Year 2024

    Pension Benefits Table for Fiscal Year 2024 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, 2024 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

  106. Pension Benefits Table for Fiscal Year 2024

    | 2025 Proxy Statement | 53 |

  107. Pension Benefits Table for Fiscal Year 2024

    Pension Plan. For an explanation of the impact on these plans, see “Compensation Discussion and Analysis — Pension Plans” above.

  108. Pension Benefits Table for Fiscal Year 2024

    | | | Number of Years Credited Service as of 12/31/2024 | Present Value of Accumulated Benefit as of 12/31/2024 | Payments During Last Fiscal Year | | Name | Plan Name | (#) | ($) (1) | ($) | | (a) | (b) | (c) | (d) | (e) | | James L. Marvin | Pension Plan | 6.75 | — | 207,555 | | | Non-Qualified Pension Plan | 6.75 | 94,464 | — |

  109. Pension Benefits Table for Fiscal Year 2024

    ____________________________________ Amounts reported reflect the present value, expressed as a lump sum as of December 31, 2024, 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 9 to our audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed on February 28, 2025 with the Securities and Exchange Commission.

  110. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    Non-Qualified Deferred Compensation Table for Fiscal Year 2024 The contributions made by our NEOs to our Non-Qualified Savings Plan in 2024, 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.

  111. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    | | 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 | $215,493 | $137,194 | $102,189 | $— | $1,720,390 | | Matthew J. Meister | $— | $41,517 | $8,603 | $— | $122,755 | | Augusto Rizzolo | $19,792 | $1,286 | $11,886 | $— | $102,861 | | James L. Marvin | $197,769 | $32,371 | $99,161 | $— | $1,039,280 |

  112. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    ____________________________________ (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, 2024. (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, 2024 was $1,265,553 for Mr. Deck, $72,675 for Mr. Meister, $69,937 for Mr. Rizzolo, and $710,098 for Mr. Marvin. *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

  113. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    | 2025 Proxy Statement | 55 |

  114. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    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 Company contribution equal to 6.5% of an employee’s deferred compensation and 6.5% of the employee’s remaining eligible compensation in excess of the Internal Revenue Code Section 401(a)(17) limit (“Excess Income”) into the Plan. 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.

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

  116. 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,

  117. Potential Payments Upon Change-in-Control

    | 58 | 2025 Proxy Statement |

  118. Potential Payments Upon Change-in-Control

    policies, practices or arrangements or (5) failure of the successor in a change-in-control to assume our obligations under the executive severance agreement. 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, 2024, 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.

  119. 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 our 2024 ratio, as permitted by SEC regulations, we used the same median employee that we identified in 2023 as we did not have any changes to employee population or compensation programs in 2024 that we believe would have a material impact on our ratio. In 2023, 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.

  120. CEO Pay Ratio

    | 60 | 2025 Proxy Statement |

  121. 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 2024 annual compensation for purposes of the 2024 CEO pay ratio, we added together all of the elements of such median employee’s compensation for 2024 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 2024 annual compensation for our median employee as $86,458. 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 $6,452,960. 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 75 to 1.

  122. 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.

  123. 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 | | 2024 | N/A | | $6,452,960 | $11,217,470 | $1,526,123 | $2,252,023 | $115 | $171 | $85.4 | $5.38 | | 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 |

  124. Pay Versus Performance

    (1) Former PEO refers to Thomas W. Giacomini. Current PEO refers to Brian A. Deck. (2) Includes the following NEOs: 2024: Messrs. Meister, Petrie, Rizzolo, and Marvin 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: Messrs. 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.

  125. Pay Versus Performance

    | 2025 Proxy Statement | 61 |

  126. 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:

  127. 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 ($) | Compensation Actually Paid to Current PEO ($) | | 2024 | 6,452,960 | — | (4,049,973) | — | 8,814,483 | 11,217,470 |

  128. 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 ($) | Total - Inclusion of Equity Values for Current PEO ($) | | 2024 | 6,412,244 | 2,331,737 | — | 70,502 | — | 8,814,483 |

  129. Pay Versus Performance

    Average NEO SCT to CAP Reconciliation:

  130. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,526,123 | — | (613,739) | — | 1,339,639 | 2,252,023 |

  131. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 371,725 | 358,517 | — | 9,397 | — | 1,339,639 |