DEF 14A of JBT MAREL Corp, Apr 1, 2026

DEF 14A of JBT MAREL Corp

Filed Apr 1, 2026 · FY20250001433660-26-000082

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Audit Committee | Compensation and Human Resources Committee | Governance and Sustainability Committee | | Barbara L. Brasier | 67 | 2019 | Yes | • | | • | | Brian A. Deck | 57 | 2020 | No | | | | | Alan D. Feldman | 74 | 2008 | Yes | | • | | | Svafa Grönfeldt | 61 | 2025 | Yes | • | | | | Ólafur S. Gudmundsson | 56 | 2025 | Yes | | • | • | | Charles L. Harrington | 67 | 2022 | Yes | • | | • | | Lawrence V. Jackson | 72 | 2020 | Yes | | • | • | | Polly B. Kawalek | 71 | 2008 | Yes | | • | | | Arnar Thor Másson | 54 | 2025 | Yes | | • | • | | Ann E. Savage | 69 | 2025 | Yes | • | | |

  3. DIRECTOR NOMINEES

    | • | Committee Chair | • | Committee Member |

  4. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  5. Barbara L. Brasier

    Barbara L. Brasier

  6. Barbara L. Brasier

    | Director Since: 2019 Age: 67 | Background •Senior Vice President and Chief Financial Officer of Herc Holdings, Inc., an equipment rental company, from 2015 to 2018 •Senior Vice President, Tax and Treasury of Mondelēz International, Inc., a global snack company, from 2012 to 2015 •Director of Molina Healthcare, Inc. since May 2019; member of the audit committee and the compensation committee since May 2019 •Director of The Marzetti Company (formerly Lancaster Colony Corporation) since November 2019; member of the audit committee and the compensation committee since November 2019 •Director of Henny Penny Corporation from April 2020 to December 2025; member of the audit committee | Qualifications •Experience as a senior executive in finance spanning a career of over 35 years in various industries including public accounting, 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 |

  7. Brian A. Deck

    Brian A. Deck

  8. Brian A. Deck

    | Director Since: 2020 Age: 57 | Background •Director and Chief Executive Officer of JBT Marel Corporation, since January 2025 •Director, President and Chief Executive Officer of JBT Corporation, from December 2020 to January 2025 •Interim President and Chief Executive Officer of JBT Corporation from June 2020 to December 2020 •Executive Vice President and Chief Financial Officer of JBT Corporation, from May 2014 to September 2020 •Chief Financial Officer of National Material L.P., a diversified industrial holding company, from May 2011 to 2014 | Qualifications •Over 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 and beverage industry strategy, a digital transformation strategy, capital structure changes, execution of the Company’s margin expansion program and restructuring actions •Positions of increasing responsibility at Ryerson Inc., General Electric Capital, Bank One (now JPMorgan Chase & Co.) and Cole Taylor Bank |

  9. Alan D. Feldman

    Alan D. Feldman

  10. Alan D. Feldman

    | Director Since: 2008 Age: 74 | Background •Chairman of the Board of Directors of JBT Marel Corporation since June 2020 •President and Chief Executive Officer of Midas, Inc., an international automotive services company, from January 2003 to May 2012 and Chairman from May 2006 to May 2012 •Director of Foot Locker, Inc. from 2005 to 2024 •Director of GNC Holdings, Inc. from 2013 to 2020 | Qualifications •Expertise in the fast-food, quick-serve and snack food industries derived from senior management positions with McDonald’s and PepsiCo’s Frito-Lay and Pizza Hut operating units •Experience of a former chief executive officer and board chairman of an international retail, parts and services business •Former director of Foot Locker, Inc. and GNC Holdings, Inc. Committees: •Member of the Compensation and Human Resources Committee |

  11. Alan D. Feldman

    | 2 | JBT Marel Corporation 2026 Proxy Statement |

  12. Dr. Svafa Grönfeldt

    Dr. Svafa Grönfeldt

  13. Dr. Svafa Grönfeldt

    | Director Since: 2025 Age: 61 | Background •Professor of Practice at the Massachusetts Institute of Technology ("MIT") since 2021 •Founding member of DesignX, an innovation accelerator focused on the design and development of technology and service-based ventures created at MIT •Director of Icelandair Group hf. since 2019 •Director of Embla Medical hf. since 2008 •Director of Marel hf. from 2021 to 2025 •Director of Origo ehf. from 2019 to 2021 | Qualifications •Broad board experience and an executive career focused on organizational design for high growth companies, strategy implementation, service process design for operational improvement and performance tracking •Previous positions include executive leadership roles at two global life science companies, Alvogen and Actavis Group •Former President of Reykjavik University in Iceland Committees: •Member of the Audit Committee |

  14. Dr. Ólafur S. Gudmundsson

    Dr. Ólafur S. Gudmundsson

  15. Dr. Ólafur S. Gudmundsson

    | Director Since: 2025 Age: 56 | Background •Head of Discovery Pharmaceutics and Analytical Sciences of Bristol Myers Squibb, Inc, a global biopharmaceutical company, since 2021 •Director of Marel hf. from 2014 to 2025 | Qualifications •More than two decades of experience in the pharmaceutical industry, including research and development, global portfolio strategy, evaluation of acquisitions, and integration of merged companies •Director of NP Innovation, a Swedish water treatment company •Director of Eyrir Invest, an international investment company, from 2008 to 2025 Committees: •Member of the Compensation and Human Resources Committee •Member of the Governance and Sustainability Committee |

  16. Charles L. Harrington

    Charles L. Harrington

  17. Charles L. Harrington

    | Director Since: 2022 Age: 67 | Background •Executive Chairman of Parsons Corporation, a digitally enabled solutions provider focused on the defense, intelligence and critical infrastructure markets, from July 2021 to April 2022 •Chairman, Chief Executive Officer and President of Parsons Corporation from April 2008 to July 2021 •Director of Constellation Energy Corporation since February 2022 •Director of J.G. Boswell Company from June 2015 to October 2025 •Director of Korn Ferry from September 2022 to September 2025 | Qualifications •40-year career at Parsons Corporation with increasing levels of leadership and executive responsibilities, including CEO and CFO •Experience as a chief executive, board chairman, and public company director provides 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 |

  18. Charles L. Harrington

    | JBT Marel Corporation 2026 Proxy Statement | 3 |

  19. Lawrence V. Jackson

    Lawrence V. Jackson

  20. Lawrence V. Jackson

    | Director Since: 2020 Age: 72 | Background •Chairman of SourceMark LLC, a medical device manufacturer, since 2010 •President and Chief Executive Officer of SourceMark LLC from 2008 to 2010 •Senior Advisor of New Mountain Capital LLC, a private investment firm, since 2008 •Director of ABB Ltd. since 2013 •Director of Assurant, Inc. from May 2009 to May 2025 •Director of Bloomin’ Brands, Inc. from May 2020 to May 2025 | 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, including previous directorships at Allied Waste Industries, Inc., Fresh America Corporation, Prologis, Inc., RadioShack Corporation 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 |

  21. Polly B. Kawalek

    Polly B. Kawalek

  22. Polly B. Kawalek

    | Director Since: 2008 Age: 71 | Background •President of Quaker Oats’ U.S. Foods division, an international manufacturer of branded products, from 2001 to 2004 •President of Quaker Oats' Hot Breakfast division from 1997 to 2000 | Qualifications •25 years of food industry experience from roles at Quaker Oats, both prior and subsequent to its acquisition by PepsiCo •Expertise in research and development, product innovation, marketing, and strategic planning •Valuable board leadership experience, including previous directorships at Elkay Manufacturing Company, Martek Biosciences Corp., and Kimball International, Inc. Committees: •Chair of the Compensation and Human Resources Committee |

  23. Polly B. Kawalek

    | 4 | JBT Marel Corporation 2026 Proxy Statement |

  24. Arnar Thor Másson

    Arnar Thor Másson

  25. Arnar Thor Másson

    | Director Since: 2025 Age: 54 | Background •Director of Síminn hf., a telecommunications company, since 2021 •Chief Human Resources and Strategy Officer of Isavia ohf., an airport developer and operator, from 2019 to 2020 •Director of Marel hf. from 2001 to 2025; chair from 2021 to 2025 and vice chair from 2013 to 2021 •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 •Diverse experience with businesses and government, including roles with the European Bank for Reconstruction and Development, the Iceland Prime Minister's Office, and the Iceland Ministry of Finance •Experience as long-time board member and leader of public and private companies Committees: •Member of the Compensation and Human Resources Committee •Member of the Governance and Sustainability Committee |

  26. Ann E. Savage

    Ann E. Savage

  27. Ann E. Savage

    | Director Since: 2025 Age: 69 | Background •Head of Food Technical, Food Safety and Risk Management, Gousto (SCA Investments Limited, trading as Gousto), a meal kit company, from 2018 to 2021 •Director of Marel hf. from 2013 to 2025 | Qualifications •Over 40 years of experience in the food industry, including as Group Technical Director and Member of the Management Board of, Bakkavor Group plc, a global manufacturer of prepared foods •Experience includes leadership roles in food safety, food standards, prepared foods, health and safety, sustainability, and manufacturing excellence Committees: •Member of the Audit Committee |

  28. Ann E. Savage

    | JBT Marel Corporation 2026 Proxy Statement | 5 |

  29. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  30. 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 2024, 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 2025 to realign with the peer group companies, which was approved by the Board. For 2025, 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 2025 retainer had a fair market value equal to the deferred amount of the annual retainer on the date of the grant and vest in June 2026. 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 June 1 of each year. On June 1, 2025, we awarded each of our non-employee directors RSUs with a value of $160,000, 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 2025: •The chair of the Audit Committee received an additional annual fee of $25,000; •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 $125,000. Pro-rated portions of these additional fees are included as fees earned or paid (column (b)) for 2025 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 stock 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 is 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 John Bean Technologies Corporation 2017 Incentive Compensation and Stock Plan (Incentive Compensation Plan).

  31. Director Compensation

    | 12 | JBT Marel Corporation 2026 Proxy Statement |

  32. 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 2025.

  33. Director Compensation Table

    Director Compensation Table

  34. 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) | | Brasier, Barbara L. | $116,677 | 160,000 | $8,462 | $285,139 | | Devine, C. Maury (5) | $27,500 | — | $— | $27,500 | | Feldman, Alan D | $216,667 | 160,000 | $3,242 | $379,909 | | Gronfeldt, Svafa | $71,250 | 220,417 | $— | $291,667 | | Gudmundsson, Ólafur | $71,250 | 220,417 | $1,328 | $292,995 | | Harrington, Charles L. | $11,250 | 255,000 | $2,680 | $268,930 | | Jackson, Lawrence V. | $95,000 | 160,000 | $3,284 | $258,284 | | Kawalek, Polly B | $15,000 | 255,000 | $126 | $270,126 | | Másson, Arnar Thor | $71,250 | 220,417 | $— | $291,667 | | Savage, Ann E. | $71,250 | 220,417 | $1,253 | $292,920 |

  35. Director Compensation Table

    ____________________________________ (1)Brian A. Deck, our Chief Executive Officer, is not included in the table as he was an employee during 2025 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 Chairman of the Board, for serving in those functions. (3)Mr. Másson, Dr. Gudmundsson, Dr. Grönfeldt, and Ms. Savage each received RSU grants on January 3, 2025, valued at $125.32 per share, the closing price of our Common Stock on January 3, 2025, at the pro-rata amount equal to the time serving as Director from January 2025 to June 1, 2025, reflecting an aggregate grant date fair value for all of our non-employee directors of $241,6667. Annual RSU grants were made on June 2, 2025, valued at $112.80 per share, the closing price of our Common Stock on June 2, 2025. The amount reflected above represents the fair value of the awards at grant date. (4)Amounts in this column represent 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)Ms. Devine retired from the Board effective on January 2, 2025. Our non-employee directors do not participate in our employee benefit plans other than our matching program for charitable contributions.

  36. Director Compensation Table

    | JBT Marel Corporation 2026 Proxy Statement | 13 |

  37. Our Compensation Philosophy

    Our Compensation Philosophy JBT Marel is committed to creating and executing an executive compensation program that aligns the targets of our named executive officers ("NEOs") with the long-term interests of our stockholders. The aim of this program is to encourage outstanding business performance and achieve sustainable long-term results. •Performance Driven: A significant majority of compensation is variable and tied to achieving rigorous financial, operational, and strategic objectives. •Aligned with Stockholders: Equity incentives and ownership requirements link rewards to the creation of long-term stockholder value. •Market Competitive: Compensation opportunities are benchmarked to a carefully selected peer group, with differentiation based on individual performance, experience, and role scope. •Responsible and Transparent: Strong governance safeguards, including claw back policies, robust stock ownership guidelines, and prohibition on hedging, protect stockholder interests.

  38. Key 2025 Highlights

    Key 2025 Highlights •Integration: Compensation programs were harmonized across legacy JBT and Marel leadership, ensuring fairness and consistency during the first year as a combined company. •Pay-for-Performance: 75% of annual incentive opportunities and 60% of long-term incentives were directly linked to financial metrics such as Adjusted EBITDA, Adjusted EPS, ROIC, and Financial Leverage Ratio. •Stockholder Engagement: Through outreach, the Compensation and Human Resources Committee gathered valuable input and made refinements to program design, including simplifying disclosures and enhancing the clarity of performance targets. •Governance Enhancements: We strengthened stockholder protections by confirming double-trigger change-in-control provisions, clawback provisions, stock ownership requirements, increasing transparency around performance targets, and maintaining an independent compensation consultant. •Incentive Award Metrics Stockholder Alignment: The annual cash incentive plan was designed to align metrics that directly impact the Company’s operational performance and profitability, help the Company achieve its long-term strategic objectives and unlock potential stockholder value through the decrease of Financial Leverage Ratio.

  39. Roles Within the Compensation Setting Process

    | COMPENSATION AND HUMAN RESOURCES COMMITTEE | INDEPENDENT COMPENSATION CONSULTANTS | STOCKHOLDERS & OTHER KEY STAKEHOLDERS | MANAGEMENT | | Each compensation plan and agreement for executive officers undergoes thorough review and approval by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee is responsible for making all final compensation decisions concerning our NEOs. | The Compensation and Human Resources Committee engaged Meridian, an independent compensation consultant, to provide expertise on pay philosophy, prevailing market practices, competitive pay levels and pertinent regulatory mandates. | Our stockholders and other key stakeholders provide feedback on various executive pay practices and governance through an annual Say-on-Pay vote and during periodic meetings with management, which then is reviewed by and discussed with our independent Board members. | Our Chief Executive Officer and our Executive Vice President, Chief Human Resources Officer, provide their insight on the Company's compensation programs and policies. The CEO makes recommendations to the Compensation and Human Resources Committee regarding the compensation of NEOs reporting to him. |

  40. Comparator Peer Groups

    Comparator Peer Groups The Compensation and Human Resources Committee engages its independent consultant to undertake an annual review of the compensation peers that are used to provide insight into market competitive total compensation levels and compensation 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 2025, the Compensation and Human Resources Committee sought the following attributes: •Size: The peer group includes companies that are of similar size and complexity to JBT Marel. •Similar Business Models: The peer group includes companies that engage in manufacturing businesses that we believe compete with some of our businesses for suppliers, executive talent and, ultimately, investors. •Revenue: The revenue of peer companies ranged from $2.0 billion to $6.0 billion as of 2024 fiscal year end, with a median of $3.752 billion. The 2024 revenue of JBT and Marel combined was $3.5 billion ($1.72 billion for JBT total revenue from continuing operations and $1.78 billion for Marel). The companies included in the peer group are all within an appropriate revenue range of JBT Marel and, when necessary, benchmark data incorporates regression analysis to develop size-adjusted values for each element of compensation.

  41. Comparator Peer Groups

    | JBT Marel Corporation 2026 Proxy Statement | 23 |

  42. Comparator Peer Groups

    In connection with the combination of JBT and Marel, the Committee assessed the compensation peer group and made significant changes to ensure the peer companies reflect the size and complexity of the combined company. Fourteen peers were removed from the peer group and eight peers were added. For the purposes of setting 2025 NEO compensation, the peer group consisted of the following eighteen industrial companies, which were approved by the Compensation and Human Resources Committee after consulting with the Committee’s independent compensation consultant. The peer group provides a representative sample for comparison of executive pay levels, design practices and financial and stock performance.

  43. Comparator Peer Groups

    | Allison Transmission Holdings Inc. | Gates Industrial Corporation plc | Mueller Water Products, Inc. | | Chart Industries, Inc. | Hillenbrand Inc. | Nordson Corporation | | Crane Company | IDEX Corporation | Regal Rexnord Corporation | | Donaldson Company Inc. | ITT Inc. | SPX Technologies, Inc. | | Flowserve Corporation | Lincoln Electric Holdings, Inc. | The Timken Company | | Franklin Electric Co., Inc. | The Middleby Corporation | Valmont Industries, Inc. |

  44. Core Principle: Pay-for-Performance Alignment

    Core Principle: Pay-for-Performance Alignment Our executive compensation program closely links a substantial portion of our executives’ 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 targets 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—59%—of our Chief Executive Officer's realized compensation and an average of 50% of our other NEOs' target compensation is tied to performance incentives for 2025. An additional 28% of our CEO's target compensation and 19% on average for our other NEOs' target compensation consists of time-based long-term incentive plan ("LTIP") awards, subject to forfeiture until the end of their vesting periods.

  45. Core Principle: Market Competitiveness

    under our management incentive plan ("MIP"), and equity awards issued under our LTIP that consist of time-based and performance-based Restricted Stock Units ("RSUs").

  46. Core Principle: Responsible and Transparent Practices

    | WHAT WE DO | | | ✓Pay For Performance: High percentage of executive compensation is tied to performance with competitive caps on all incentive plan payouts. | ✓Alignment of Executive Incentives: Our annual incentive program design includes strategic initiatives and operational objectives that are key to our business success. | | ✓Multi-Year Equity Vesting: Performance metrics are designed to promote achievement of stretch objectives and alignment with value creation with multi-year vesting for all executive annual equity awards. | ✓Stock Ownership Guidelines: Each of our executive officers is required to comply with stock ownership guidelines requiring a meaningful investment in the Company’s long-term prospects. | | ✓Transparent Compensation Program: We strive to maintain a transparent executive compensation program that is easily understandable by both stockholders and employees. | ✓Market Competitiveness: We generally target the 50th percentile or median level of the market for all elements of executive officer compensation against an appropriate peer group. | | ✓Clawback Policy: Our compensation programs give our Compensation and Human Resources Committee the right to “clawback” awards to our executive officers in the event of a restatement of our financial results. | ✓Independent Compensation Consultant: Engagement by the Compensation and Human Resources Committee of an independent compensation consultant to assist with the Compensation and Human Resources Committee’s regular review of our executive compensation program. |

  47. Core Principle: Responsible and Transparent Practices

    | WHAT WE DO NOT DO | | | ✗Risk Mitigation: Our incentive programs do not encourage excessive risk taking. | ✗No Excessive Perquisites: We do not give excessive or high-value perquisites to executives. | | ✗Unvested Dividend Payments: We do not pay dividends on performance-based restricted stock until performance targets and vesting requirements are met. | ✗Anti-Pledging Policy: We do not allow our directors, executive officers or other employees to engage in any hedging or pledging transactions involving Company securities. | | ✗No Excise Tax Gross-Ups or “Single-Trigger” CIC Benefits: Our executive severance agreements do not include excise tax gross-up provisions and do not provide single-trigger change-in-control severance benefits. | ✗No Guaranteed Payments: Our incentive programs do not pay out when financial metric results are below threshold level performance. |

  48. Our Pay Components

    | | FIXED | AT-RISK | | | | | Base Salary Fixed Component of Total Compensation | Annual Incentive Management Incentive Plan (MIP) Fixed Percentage of Base Salary | Long-Term Incentive Fixed Cash Value Equity Opportunity | | | | | | Performance-based RSUs (60%) | Time-based RSUs (40%) | | WHAT | Cash | Cash | Equity | Equity | | WHEN | Annual | Annual | 3-Year Performance Cycle | 3-Year Ratable Vesting | | HOW Metrics Weighting Payout | Market competitive cash compensation based on level of responsibility, experience and sustained individual performance. | 75% - Business Performance Indicators 25% - Personal Performance Indicators Business Performance 40% - Adjusted EBITDA 35% - Adjusted EBITDA Margin 25% - Financial Leverage Ratio Payout 0% - 200% of target | 70% - Adjusted EPS 30% - ROIC Relative TSR Modifier Award: 0% - 200% of target # of shares | Value delivered through long-term stock price performance | | WHY Strategic Alignment and Value Creation | Attracts and compensates high-performing leaders at a level of competitiveness with our peer group median (size adjusted). | Motivates and rewards executives to achieve annual financial, operating unit and functional performance metrics and objectives important to organizational success. | Drives long-term value creation with multi-year vesting for leadership continuity through 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. | Promotes retention of key talent and aligns executive with stockholder interests. |

  49. 2025 Performance Metrics and Weight

    2025 Performance Metrics and Weight For 2025, our annual MIP opportunity was weighted primarily toward business performance indicators (75%), referred to as the “BPI” component, and secondarily to personal performance indicators (25%), referred to as the “PPI” component. The BPI component was tied to performance targets based on the following metrics:

  50. 2025 Performance Results

    | Overall Company Performance Measures (1) | | | | | | | | ($ in millions) | 0% Payout of Target BPI | 100% Payout of Target BPI | 200% Payout of Target BPI | 2025 Performance | Weight | BPI Payout | | Adjusted EBITDA | $535 | $575 | $625 | $600 | 40% | 1.48 | | Adjusted EBITDA Margin | 15.2% | 16.0% | 17.1% | 15.8% | 35% | 0.69 | | Financial Leverage Ratio | 3.5 | 3.0 | 2.6 | 2.9 | 25% | 1.34 | | Total BPI Rating | | | | | | 1.17 |

  51. 2025 MIP Payout

    2025 MIP Payout Demonstrating our pay-for-performance philosophy, the following table sets forth the potential MIP awards for 2025 at threshold, target and maximum performance levels for our NEOs, and their actual MIP payouts driven by our overall financial performance and their individual performance in 2025.

  52. 2025 MIP Payout

    | | 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 | 120% | $— | $1,260,000 | $2,520,000 | $1,480,500 | 117.5% | | Matthew J. Meister | 75% | $— | $437,250 | $874,500 | $513,769 | 117.5% | | Arni Sigurdsson | 75% | $— | $600,000 | $1,200,000 | $705,000 | 117.5% | | Robert J. Petrie | 65% | $— | $298,189 | $596,378 | $350,372 | 117.5% | | Roger Claessens | 65% | $— | $282,490 | $564,980 | $331,926 | 117.5% |

  53. 2025 MIP Payout

    | 30 | JBT Marel Corporation 2026 Proxy Statement |

  54. 2025 MIP Payout

    Long-Term Incentive Plan To ensure that a significant portion of our NEOs' total target compensation remains at risk and continues to be aligned with the creation of value for our stockholders, our NEOs are provided with significant compensation opportunities in the form of long-term equity awards under the LTIP. Our LTIP awards consist of the following types of awards: •Performance-based RSUs, which are tied to the achievement of Company financial targets, and •Time-based RSUs, which are subject to time-based vesting requirements. Performance-based and time-based RSUs are settled in shares of our Common Stock.

  55. Performance Target Adjustments

    Performance Target Adjustments Because our financial performance metrics are based on year-over-year improvements as well as average improvements over a three-year period, we preserve flexibility to adjust aspects of these metrics, when approved by our Compensation and Human Resources Committee, to account for the cumulative effect of unusual or non-recurring items, such as changes in tax law or accounting principles, charges relating to restructuring our businesses, significant acquisitions and divestitures, and foreign exchange movements. In 2025, the Compensation and Human Resources Committee updated the targets for performance-based RSUs that had previously been set in 2023 in order to reflect the combination of JBT and Marel (completed in 2025). 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 approved updated targets for Adjusted EPS and ROIC metrics related to the performance-based RSU awards granted with a 2023-2025 performance period and those with a 2024-2026 performance period.

  56. 2023-2025 Equity Awards: LTIP Awards Vesting in 2025

    2023-2025 Equity Awards: LTIP Awards Vesting in 2025 The LTIP awards granted to our NEOs in 2023 were stock-based awards and included two equity components: 60% of the award was a performance-based RSU award and 40% was a time-based RSU award. Both components of the equity award were subject to a three-year vesting term. Performance Metrics and Results: 2023-2025 Performance-Based RSUs The performance-based RSUs granted to our NEOs in 2023 were subject to a three-year performance period which ended on December 31, 2025. These performance-based awards were tied to performance targets established at the time of grant (and adjusted as described above) and are based on the following metrics:

  57. Relative TSR

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

  58. Relative TSR

    | 2023 Plan Metrics | Three-Year Performance Period | | | Results | | Growth in Adjusted EPS (70%) | 2023 Year 1 Performance | 2024 Year 2 Performance | 2025 Year 3 Performance | Adjusted EPS 3 Year Average | | Sustaining High Level of ROIC (30%) | 2023 Year 1 Performance | 2024 Year 2 Performance | 2025 Year 3 Performance | ROIC 3 Year Average | | Relative Total Shareholder Return (rTSR): | Total Shareholder Return relative to the S&P 1500 Industrial Machinery index constituents January 1, 2023 - December 31, 2025 | | | 20% Performance Modifier (Up or Down) |

  59. Relative TSR

    In February 2026, the Compensation and Human Resources Committee evaluated the results of the three-year performance period for the performance-based RSUs granted in 2023. It was determined that: •In 2023, Year 1 of the award, we achieved $3.95 Adjusted EPS, which is 174% of target, and 9.9% ROIC, which is 84% of target. The combined attainment for Year 1 of the award for Adjusted EPS and ROIC was 147% of target. •In 2024, Year 2, we achieved $5.38 Adjusted EPS, which is 200% of target, and 11.1% ROIC, which is 111% of target. The combined attainment for Year 2 of the award for Adjusted EPS and ROIC was 173% of target. •In 2025, Year 3, we achieved $6.41 Adjusted EPS, which is 165% of target, and 6.4% ROIC, which is 95% of target. The combined attainment for Year 3 of the award is 144% of target. Over the three-year performance period (January 1, 2023 – December 31, 2025), compared to our peers in our chosen peer group (the Standard & Poor’s 1500 Industrial Machinery index), our total shareholder return was positioned at the 59th percentile. As this result was below 124.97%, the 75th percentile threshold required to trigger the positive rTSR modification, and above 20.38%, the 25th percentile threshold required to trigger the negative rTSR modification, no additional modifier was applied to the performance. As a result of the average combined attainment of the Adjusted EPS and ROIC metrics over the three-year performance period, and no additional rTSR performance modifier being applied, the performance-based RSUs for the 2023-2025 period were earned at 155% of the target, as shown in the table below.

  60. Relative TSR

    | 32 | JBT Marel Corporation 2026 Proxy Statement |

  61. 2023-2025 Award Long-Term Incentive Compensation Metrics

    2023-2025 Award Long-Term Incentive Compensation Metrics

  62. 2023-2025 Award Long-Term Incentive Compensation Metrics

    | Performance Metrics | 0% Payout of Target Grant | 100% Payout of Target Grant | 200% Payout of Target Grant | 2023-2025 Performance | 2023-2025 Performance as a % of Target | | Year 1 (2023) | | | | | | | Adjusted EPS | $2.89 | $3.47 | $4.41 | $3.95 | 174% | | ROIC | 7.50% | 10.50% | 14.50% | 9.90% | 84% | | Combined Attainment (2023) | | | | | 147% | | Year 2 (2024) | | | | | | | Adjusted EPS | $3.16 | $3.80 | $4.53 | $5.38 | 200% | | ROIC | 7.5% | 10.5% | 14.5% | 11.0% | 111% | | Combined Attainment (2024) | | | | | 173% | | Year 3 (2025) | | | | | | | Adjusted EPS | $5.52 | $5.75 | $6.75 | $6.41 | 165% | | ROIC | 5.00% | 6.50% | 8.00% | 6.40% | 95% | | Combined Attainment (2025) | | | | | 144% | | Total Award Earned Payout (1) | | | | | 155% |

  63. 2023-2025 Award Long-Term Incentive Compensation Metrics

    ____________________________________ (1)Adjusted EPS is calculated by making certain adjustments to GAAP earnings per sharethat are not indicative of the Company’s underlying business performance including unusual, one-time and non-recurring items. For 2023 and 2024, the Compensation and Human Resources Committee approved certain adjustments to GAAP EPS, including restructuring charges, M&A-related costs, acquisition-related amortization and depreciation, non-cash pension plan related settlement costs and the related tax impact. For 2025, the Compensation and Human Resources Committee used Adjusted EPS as disclosed in the Company’s public filings. Target Award Opportunities & Earned Payout: 2023-2025 Equity Awards The following table sets forth the target and maximum opportunities and the actual earned shares under the performance-based RSUs granted to each of our NEOs who were employed by JBT in 2023. The shares earned were distributed to our NEOs on February 23, 2026:

  64. 2023-2025 Award Long-Term Incentive Compensation Metrics

    | | 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 | 19,674 | 39,348 | 155% | 30,495 | | Matthew J. Meister | 4,235 | 8,470 | 155% | 6,564 | | Robert J. Petrie | 3,006 | 6,012 | 155% | 4,659 |

  65. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    2025-2027 Equity Awards: Equity Awards Granted in 2025 The LTIP awards granted to our NEOs in 2025 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 vests 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 2025 will depend upon our achievement against specific performance metrics set by the Compensation and Human Resources

  66. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    | JBT Marel Corporation 2026 Proxy Statement | 33 |

  67. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    Committee. The 2025 performance-based RSU awards are subject to three one-year performance periods ending on December 31, 2027, with performance targets 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 Company's average annual Adjusted EPS and ROIC performance 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). NEOs may earn an additional award of performance-based RSUs if the Company attains specific stretch financial objectives in 2027. 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, the three-year service requirements, and the three-year cumulative stretch targets places a meaningful portion of our NEOs' targeted LTIP awards at risk. Performance Metrics and Target Setting: 2025-2027 Equity Awards The performance targets for the performance-based RSU awards granted to our NEOs in 2025 utilize three one-year performance measurement periods. The performance targets were set at target levels that would require annual growth in Adjusted EPS and strong average operating ROIC results over the three-year period ending on December 31, 2027. To set our 2025 targets, for purposes of making year over year comparisons, we used JBT's and Marel's 2024 results combined as the 2025 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 metrics. Achievement of target performance for any metric would result in a “1.00” rating. There is a minimum level for each metric below which a participant will receive 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 metric is plotted on a predefined curve which indicates the percentage of the target award that should be earned. The Adjusted EPS growth metric is weighted 70%, and the ROIC metric is weighted 30%, and the two weighted metrics are added together to determine the actual percentage payout of the target award amount. The performance period for these metrics is three years. Relative Total Shareholder Return (rTSR): LTIP Total Performance Modifier In addition to EPS and ROIC, the 2025 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 increased or decreased by 20% if JBT Marel’s three-year TSR is positioned within the top quartile or bottom quartile, respectively, of this comparator group. Enhanced LTIP Performance Premium Following the JBT and Marel combination, an enhanced performance premium opportunity was created to further incentivize the integration and long-term growth targets of the combined company. In addition to EPS and ROIC, the 2025 performance-based RSUs granted to plan participants include an enhanced performance premium, which provides all participants in the LTIP who receive performance-based RSUs the opportunity to earn additional performance-based RSUs equal to one-times their target number of performance-based RSUs awarded in 2025. To receive the premium, specific stretch targets must be attained, including the achievement in 2027 of Adjusted EBITDA of $800 million, Adjusted EBITDA Margin of at least 19.0% and ending Net Debt of less than $1 billion, all of which are measured prior to the impact of any incremental acquisitions. The premium requires achievement of target for all three metrics to earn the premium payout; there is not a minimum threshold or

  68. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    | 34 | JBT Marel Corporation 2026 Proxy Statement |

  69. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    performance curve. The portion of the performance-based RSUs that are subject to the enhanced performance premium are not subject to the rTSR modifier. The enhanced LTIP performance premium opportunity, along with the portion of the RSU grants subject to the Adjusted EPS target, ROIC target, and rTSR modifier, cannot in aggregate generate more than 300% of the target performance-based RSU award. Including the premium in the 2025 plan further aligns plan participants with stockholders’ interest, align compensation with long-term goals and business strategy, ensure that key executives are retained, and further demonstrate our committee to our pay-for-performance philosophy.

  70. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    | 2025 Plan Metrics | Three-Year Performance Period | | | Results | | Growth in Adjusted EPS (70%) | 2025 Year 1 Performance | 2026 Year 2 Performance | 2027 Year 3 Performance | Adjusted EPS 3 Year Average | | Sustaining High Level of ROIC (30%) | 2025 Year 1 Performance | 2026 Year 2 Performance | 2027 Year 3 Performance | ROIC 3 Year Average | | Relative Total Shareholder Return (rTSR): | Total Shareholder Return relative to the S&P 1500 Industrial Machinery index constituents January 1, 2025 - December 31, 2027 | | | 20% Performance Modifier (Up or Down) | | Enhanced LTIP Performance Premium | Attainment of long range plan targets: Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt January 1, 2025 - December 31, 2027 | | | Additional One-time Target Performance RSUs |

  71. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    Determination of Award: 2025-2027 Equity Awards To determine the appropriate amount of annual LTIP awards for our NEOs, the Compensation and Human Resources Committee targets 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. 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 2025 annual LTIP awards for NEOs in February 2026. 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 2025.

  72. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    | Total LTI 2025 Annual Award | | | | | | | Name | Time-based RSU | Performance-based RSU Target | Enhanced LTIP Performance Premium | Performance-based RSU Maximum | Total Opportunity at Maximum | | Brian A. Deck | 15,379 | 23,068 | 23,068 | 69,204 | 84,583 | | Matthew J. Meister | 3,327 | 4,991 | 4,991 | 14,973 | 18,300 | | Arni Sigurdsson | 2,957 | 4,436 | 4,436 | 13,308 | 16,265 | | Robert Petrie | 2,070 | 3,105 | 3,105 | 9,315 | 11,385 | | Roger Claessens | 1,627 | 2,440 | 2,440 | 7,320 | 8,947 |

  73. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    | JBT Marel Corporation 2026 Proxy Statement | 35 |

  74. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    Vesting of Award: 2025-2027 Equity Awards The 2025 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 2025 time-based RSU awards granted to our NEOs are earned in equal installments over a three-year period on the annual anniversary of the grant date of the award. One-third of the time-based RSU award will vest in 2026, 2027, and 2028, respectively. The following table sets forth the time-based RSUs granted to each of our NEOs in 2025 and the vesting dates of such awards:

  75. 2025-2027 Equity Awards: Equity Awards Granted in 2025

    | Vesting Date of 2025 Time-based RSU Award | | | | | | Name | Time-based RSU | February 26, 2026 | February 26, 2027 | February 26, 2028 | | Brian A. Deck | 15,379 | 5,126 | 5,126 | 5,126 | | Matthew J. Meister | 3,327 | 1,073 | 1,109 | 1,109 | | Arni Sigurdsson | 2,957 | 986 | 986 | 986 | | Robert Petrie | 2,070 | 690 | 690 | 690 | | Roger Claessens | 1,627 | 542 | 542 | 542 |

  76. One-Time Bonuses

    One-Time Bonuses From time to time, we award one-time bonuses to new hires and to employees in connection with a promotion or due to other events determined by the Compensation and Human Resources Committee. In 2025, we awarded Mr. Sigurdsson with one-time bonus payments totaling $2,505,175 related to (1) the successful completion of the combination of JBT and Marel, (2) remaining actively employed and engaged in the management of Marel through the closing of the transaction, (3) performing in the role of President of JBT Marel, (4) cash payments replacing equity awards granted by Marel in 2024 that were due to vest in 2025, and (5) the cash settlement of exercisable options from Marel which vested in connection with the transaction. Mr. Claessens received cash payments totaling $154,065 (1) replacing equity awards granted by Marel in 2024 that were due to vest in 2025 and (2) settling exercisable Marel options which vested in connection with the transaction.

  77. Change-in-Control Benefits

    Change-in-Control Benefits We maintain executive severance agreements with each of our NEOs that provide them with compensation under certain circumstances in the event of a change-in-control in our ownership or management. The payments generally are based on a multiple of the NEO’s base salary and annual MIP incentive and are subject to “double-trigger” conditions, requiring both a “change of control” event and an adverse change in the executive’s employment. The agreements do not include excise tax gross-up provisions. All our change-in-control agreements condition continuing availability of benefits on compliance with non-compete and non-solicitation provisions. These agreements are designed to retain and attract executive talent and to permit our senior executives to remain focused on value creation for stockholders in the event of a potential change-in-control event. See “Compensation Tables and Explanatory Information—Potential Payments Upon Termination—Potential Payments Upon Change-in- Control” for a further description of the terms and potential amounts payable under these agreements. The benefits payable under our NEOs’ executive severance agreements are comparable to benefits for which executives in similar positions at peer companies are eligible under their change-in-control agreements. The competitive nature of these benefits is reviewed and analyzed periodically by our Compensation and Human Resources Committee with the assistance of the Compensation and Human Resources Committee’s independent compensation consultant. Unvested RSUs will vest after the occurrence of a change-in-control only if the RSUs are not assumed by the successor on the effective date of such transaction. If they are assumed, then the assumed RSUs will only vest if the executive officer’s position is terminated within a period of twenty-four months, or the executive’s responsibilities, salary or location are significantly changed. Outstanding performance-based LTIP awards that vest under these circumstances prior to the completion of the performance period will be paid based on actual performance for the completed years and at 100% of the target for any years not yet completed. Please see “Compensation Tables and Explanatory Information—Potential Payments Upon Termination—Potential Payments Upon Change-in-Control.”

  78. Change-in-Control Benefits

    | JBT Marel Corporation 2026 Proxy Statement | 37 |

  79. General Executive Severance Benefits

    General Executive Severance Benefits All of our NEOs participate in our executive severance plan. Under our executive severance plan, NEOs whose employment is involuntarily terminated are entitled to receive (1) a lump sum payment equal to (a) 15 months (24 months in the case of our Chief Executive Officer) of the executive's base salary and target annual cash incentive, if any, (b) a pro-rated portion of the executive's target annual cash incentive for the year in which the termination occurs, (c) the value of the employer portion of the monthly premiums for medical and dental benefits for the same severance period, and (d) the executive's accrued but unused vacation and (2) outplacement, tax preparation and financial planning assistance. Under our executive severance plan, a prorated portion of any unvested time-based equity awards will continue to vest according to the original vesting schedule of such awards. Performance-based equity awards may be prorated at the discretion of the CEO and the Compensation and Human Resources Committee, and any such awards that are prorated will continue to vest according to the original vesting schedule of such awards.

  80. Impact of Death, Disability or Retirement on Outstanding LTIP Awards

    Impact of Death, Disability or Retirement on Outstanding LTIP Awards Under the terms of our Incentive Compensation Plan, in the event of the death or disability of an executive during active employment with us, all outstanding LTIP awards will vest immediately and will be paid at 100% of the target award. Please see “Compensation Tables and Explanatory Information—Potential Payments Upon Termination—Potential Payment in the Event of Death, Disability or Retirement.” In the event of an NEO's retirement from the company, any unvested LTIP equity that remains outstanding after retirement will vest on the originally scheduled vesting date. Generally, separation before attaining the age of 62 years old and reaching 10 years of service would result in the forfeiture of unvested awards. The Compensation and Human Resources Committee may selectively grant awards that will permit unvested equity awards outstanding after retirement to vest on their originally scheduled vesting date following the retirement of an NEO. This 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.

  81. The Use of Independent Compensation Consultants

    The Use 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 2025, the Compensation and Human Resources Committee engaged Meridian, an independent compensation consultant. The independent compensation consultant provides important information about market practices, the types and amounts of compensation offered to executives generally and the role of corporate governance considerations in making compensation decisions. In connection with its retention of Meridian, the Compensation and Human Resources Committee considered the following factors in assessing Meridian’s independence: •Meridian’s services for the Company are limited to executive and director compensation. •The compensation paid to Meridian is less than 1% of Meridian’s total annual revenues for the calendar year 2025.

  82. The Use of Independent Compensation Consultants

    | JBT Marel Corporation 2026 Proxy Statement | 39 |

  83. The Use of Independent Compensation Consultants

    •Meridian maintains the following policies and procedures that are designed to prevent conflicts of interest: ◦No Meridian partner, consultant or associate who serves the Compensation and Human Resources Committee has any business or personal relationship with any member of the Compensation and Human Resources Committee. ◦No Meridian partner, consultant or associate who serves the Compensation and Human Resources Committee or any immediate family member of such partner, consultant or associate owns any shares of stock of the Company. ◦No Meridian partner, consultant or associate who serves the Compensation and Human Resources Committee has any business or personal relationship with any executive officer of JBT Marel.

  84. Timing of Equity Awards

    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, promotions, or based on other business needs, in its discretion. The Compensation and Human Resources 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.

  85. 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, 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 based on company-wide metrics. 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. 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 to ensure that in the case of 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 25, 2026, 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.

  86. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025 The following table summarizes compensation earned by each of our Named Executive Officers ("NEOs") during the fiscal years ending December 31, 2025, December 31, 2024, and December 31, 2023. 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.

  87. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Brian A. Deck | 2025 | 1,065,810 | — | 5,199,957 | — | 1,480,500 | — | 220,180 | 7,966,447 | | Chief Executive Officer | 2024 | 951,921 | — | 4,049,973 | — | 1,230,240 | — | 220,826 | 6,452,960 | | | 2023 | 921,901 | — | 3,600,014 | — | 1,503,810 | — | 150,374 | 6,176,099 | | Matthew J. Meister | 2025 | 584,122 | — | 1,125,010 | — | 513,769 | — | 93,142 | 2,316,043 | | Executive Vice President and Chief Financial Officer | 2024 | 501,011 | — | 820,016 | — | 418,898 | — | 94,643 | 1,834,568 | | | 2023 | 482,958 | — | 775,008 | — | 482,528 | — | 63,079 | 1,803,573 | | Arni Sigurdsson (4)(5) | 2025 | 904,794 | 2,909,300 | 1,624,874 | — | 705,000 | — | 698,201 | 6,842,169 | | President | | | | | | | | | | | Robert J. Petrie (5) | 2025 | 438,876 | — | 699,919 | — | 350,372 | — | 121,978 | 1,611,145 | | Executive Vice President and President, Meat and Prepared Foods | 2024 | 441,824 | — | 574,989 | — | 258,537 | — | 119,954 | 1,395,304 | | | 2023 | 473,660 | — | 550,048 | — | 407,677 | — | 143,751 | 1,575,136 | | Roger Claessens (7)(8) | 2025 | 434,603 | 154,065 | 550,062 | — | 331,926 | — | 71,780 | 1,542,436 | | Executive Vice President and President, Poultry | | | | | | | | | |

  88. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    ____________________________________ (1)The amounts in column (e) for fiscal year 2025 include awards of time-based RSUs and performance-based RSUs under our Incentive Compensation Plan. These dollar amounts represent the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 12 to the Consolidated Financial Statements for 2025. 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 2023, 2024, and 2025 grants of performance-based awards was estimated at the target payout level, or 100%. The actual achievement was 155% of the target payout for the 2023 awards. The performance periods for the annual awards granted in 2024 and 2025 will not end until December 31, 2026, and December 31, 2027, respectively. The grant date fair value of performance-based RSUs for fiscal year 2025 assuming the target and maximum levels of performance was achieved are as follows:

  89. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    | | Fair Value Assuming Target | Fair Value Assuming | | Name | Performance ($) | Maximum Performance ($) | | Brian A. Deck | 3,119,947 | 9,359,841 | | Matthew J. Meister | 675,033 | 2,025,099 | | Arni Sigurdsson | 599,969 | 1,799,907 | | Robert J. Petrie | 419,951 | 1,259,853 | | Roger Claessens | 330,010 | 990,030 |

  90. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    (2)The amounts in column (g) reflect cash payments for annual incentive plan awards.

  91. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    | 42 | JBT Marel Corporation 2026 Proxy Statement |

  92. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    (3)The amounts in column (i) for fiscal year 2025 reflect perquisites and other compensation for each NEO. The table below shows the components of "All Other Compensation" related to each NEO.

  93. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    | 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 | 150,425 | 3,437 | 7,200 | 6,124 | 32,993 | 220,179 | | Matthew J. Meister | 20,000 | 65,925 | 2,447 | 4,770 | — | — | 93,142 | | Arni Sigurdsson | 20,000 | 15,538 | — | — | 18,564 | 644,099 | 698,201 | | Robert J. Petrie | 20,000 | — | — | — | 9,406 | 92,572 | 121,978 | | Roger Claessens | 20,000 | — | — | — | 22,214 | 29,566 | 71,780 |

  94. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    * Our costs for financial planning and personal tax assistance are specifically allocated to each individual NEO 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 the employment agreements for Messrs. Petrie and Claessens and for Mr. Sigurdsson during his time under an Icelandic contract, they are entitled to a company car. These amounts represent the associated costs for the vehicle and fuel. For Mr. Deck, 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 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 personal use. The personal use of aircraft is a taxable benefit to Mr. Deck with no gross-up. For Messrs. Petrie and Claessens and for Mr. Sigurdsson during his time under an Icelandic contract, the "Other" compensation includes employer contributions to the retirement pension plans. (See "Savings Plan" above for details.) (4)The amounts reported as salary, bonus, non-equity incentive compensation, and all other compensation that are reported for Mr. Sigurdsson were partially paid in Icelandic 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. Sigurdsson received one-time payments outlined in column (d) related to (1) the successful completion of the combination of JBT and Marel, (2) remaining actively employed and engaged in the management of Marel through the closing of the transaction, (3) accepting the role of President of JBT Marel, (4) replacing equity awards granted by Marel in 2024 that were due to vest in 2025, and (5) settling exercisable Marel options which vested in connection with the transaction. (6)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. (7)The amounts reported as salary, bonus, non-equity incentive compensation and all other compensation that are reported for Mr. Claessens were paid in Euros. 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. (8)Mr. Claessens received one-time payments outlined in column (d) related to (1) replacing equity awards granted by Marel in 2024 that were due to vest in 2025 and (2) settling exercisable Marel options which vested in connection with the transaction.

  95. SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025

    | JBT Marel Corporation 2026 Proxy Statement | 43 |

  96. GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025 Shown below is information with respect to plan-based awards made in fiscal year 2025 to each Named Executive Officer.

  97. GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Brian A. Deck | | | | | | | | | | | | | MIP - Cash | | — | 1,260,000 | 2,520,000 | | | | | | | | | Time-Based RSUs | 2/26/2025 | | | | | | | 15,379 | | | 2,080,010 | | Performance RSUs | 2/26/2025 | | | | | 23,068 | 69,204 | | | | 3,119,947 | | Matthew J. Meister | | | | | | | | | | | | | MIP - Cash | | — | 437,250 | 874,500 | | | | | | | | | Time-Based RSUs | 2/26/2025 | | | | | | | 3,327 | | | 449,977 | | Performance RSUs | 2/26/2025 | | | | | 4,991 | 14,973 | | | | 675,033 | | Arni Sigurdsson | | | | | | | | | | | | | MIP - Cash | | — | 600,000 | 1,200,000 | | | | | | | | | Time-Based RSUs | 1/3/2025 | | | | | | | 4,987 | | | 624,971 | | Time-Based RSUs | 2/26/2025 | | | | | | | 2,957 | | | 399,934 | | Performance RSUs | 2/26/2025 | | | | | 4,436 | 13,308 | | | | 599,969 | | Robert J. Petrie | | | | | | | | | | | | | MIP - Cash | | — | 298,189 | 596,378 | | | | | | | | | Time-Based RSUs | 2/26/2025 | | | | | | | 2,070 | | | 279,968 | | Performance RSUs | 2/26/2025 | | | | | 3,105 | 9,315 | | | | 419,951 | | Roger Claessens | | | | | | | | | | | | | MIP - Cash | | — | 282,490 | 564,980 | | | | | | | | | Time-Based RSUs | 2/26/2025 | | | | | | | 1,627 | | | 220,052 | | Performance RSUs | 2/26/2025 | | | | | 2,440 | 7,320 | | | | 330,010 |

  98. GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025

    ____________________________________ (1)Each of our NEOs received cash incentive awards under the MIP. For further discussion of the 2025 cash incentive awards, see “Management Incentive Plan” in the CD&A. (2)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 2025 pursuant to our Incentive Compensation Plan as part of the annual award cycle. (3)The amounts shown in column (i) reflect the number of RSUs subject to time-based vesting requirements granted to each of our NEOs in 2025 pursuant to our Incentive Compensation Plan. (4)The amounts in column (l) reflect the grant date fair value of the 2025 time-based RSUs and performance-based RSUs computed in accordance with ASC Topic 718, but excluding any impact of estimated forfeiture rates as required by SEC regulations. The grant date fair value of the time-based RSUs is based on the closing price of our common stock on the date of grant. The grant date fair value of the performance-based RSUs assumes achievement at the target payout level. Assumptions used in the calculation of these amounts are described in Note 12 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026.

  99. GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2025

    | 44 | JBT Marel Corporation 2026 Proxy Statement |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE The following table sets forth certain information concerning outstanding equity awards of the NEOs as of December 31, 2025.

  101. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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 | — | — | — | — | — | 97,137 | 14,635,632 | 23,333 | 3,515,583 | | Matthew J. Meister | — | — | — | — | — | 20,481 | 3,085,872 | 4,937 | 743,858 | | Arni Sigurdsson | — | — | — | — | — | 10,073 | 1,517,699 | 2,957 | 445,531 | | Robert J. Petrie | — | — | — | — | — | 13,973 | 2,105,312 | 3,199 | 481,993 | | Roger Claessens | — | — | — | — | — | 2,798 | 421,575 | 1,627 | 245,140 |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    ____________________________________ (1)The outstanding RSU awards presented in column (g) 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 23, 2026, vesting date includes shares earned by the NEOs under performance RSUs for the 2023-2025 period as follows: Mr. Deck: 30,495 shares; Mr. Meister: 6,564 shares; and Mr. Petrie: 4,659.

  103. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    | Vesting Date | Brian A. Deck | Matthew J. Meister | Arni Sigurdsson | Robert J. Petrie | Roger Claessens | | January 5, 2026 | — | — | 4,987 | — | — | | February 23, 2026 | 34,867 | 7,506 | — | 5,327 | — | | February 26, 2026 | 5,126 | 1,109 | 985 | 690 | 542 | | February 27, 2026 | 5,302 | 1,074 | — | 753 | — | | February 26, 2027 | 5,126 | 1,108 | 986 | 690 | 542 | | February 27, 2027 | 30,516 | 6,179 | — | 4,333 | — | | February 26, 2028 | 16,200 | 3,505 | 3,115 | 2,180 | 1,714 |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    (2)The market value of earned and unvested RSUs is calculated using a price of $150.67 per share, based on the closing price of our Common Stock on December 31, 2025, the last trading day of 2025. (3)The outstanding RSU awards presented in column (i) above are unearned performance-based RSUs granted in 2024 and 2025 for the three-year performance periods ending December 31, 2026, and December 31, 2027, 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 Compensation.” The shares reported in column (i) of this table include shares that would be earned based on achieving the target level of performance during the under the 2024-2026 performance period for performance-based RSUs granted in 2024 and the 2025-2027 performance period for performance-based RSUs granted in 2025, because our financial performance through December 31, 2025, 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.

  105. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    | Vesting Date | Brian A. Deck | Matthew J. Meister | Arni Sigurdsson | Robert J. Petrie | Roger Claessens | | February 22, 2026 | 7,954 | 1,610 | — | 1,129 | — | | February 27, 2027 | 15,379 | 3,327 | 2,957 | 2,070 | 1,627 |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    (4)The market value of unearned and unvested performance-based RSUs is calculated using the target payout level and a price of $150.67 per share, based on the closing price of our Common Stock on December 31, 2025, the last trading day of 2025.

  107. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END TABLE

    | JBT Marel Corporation 2026 Proxy Statement | 45 |

  108. OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR 2025 The following table displays the number of shares received as a result of RSUs vesting during 2025 and the value of such shares as of the vesting date. No stock options were exercised by our NEOs during the year.

  109. OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR 2025

    | | 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 | — | — | 47,076 | 5,594,001 | | Matthew J. Meister | — | — | 9,611 | 1,141,934 | | Robert J. Petrie | — | — | 6,679 | 793,657 |

  110. NON-QUALIFIED DEFERRED COMPENSATION TABLE FOR FISCAL YEAR 2025

    NON-QUALIFIED DEFERRED COMPENSATION TABLE FOR FISCAL YEAR 2025 The contributions made by certain of our NEOs to our Non-Qualified Savings Plan in 2025, 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 2025

    | | 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 | 200,963 | 127,413 | 234,786 | — | 2,283,511 | | Matthew J. Meister | — | 43,175 | 23,119 | — | 189,009 |

  112. NON-QUALIFIED DEFERRED COMPENSATION TABLE FOR FISCAL YEAR 2025

    ____________________________________ (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, 2025. (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, 2025, was $1,720,390 for Mr. Deck and $122,755 for Mr. Meister. Messrs. Petrie and Claessens are not eligible for this plan. Mr. Sigurdsson did not have any contributions to this plan in 2025. 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 December of each year for base salary and annual non-equity incentive compensation amounts earned in the following year. The investment options for our Non-Qualified Savings Plan are publicly traded mutual funds, similar to those offered in our Qualified Savings Plan. The Non-Qualified Savings Plan provides for a 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

  113. NON-QUALIFIED DEFERRED COMPENSATION TABLE FOR FISCAL YEAR 2025

    | 46 | JBT Marel Corporation 2026 Proxy Statement |

  114. NON-QUALIFIED DEFERRED COMPENSATION TABLE FOR FISCAL YEAR 2025

    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.

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 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 NEO'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 by the NEO 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, the NEO 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) the vesting of equity incentive awards, which 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 becoming the owner of more than 50% of the fair market value or voting power of our stock, •either (i) any person or group acquiring ownership of more than 30% of the voting power of our stock in any twelve-month period or (ii) the replacement of 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 acquiring more than 40% of the fair market value of our assets during any twelve-month period, except to the extent the assets are transferred to (i) a stockholder of our Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by our Company, (iii) a person or certain groups of persons that owns, directly or indirectly, 50% or more of the total value or voting power of all of our outstanding stock or (iv) an entity at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in the immediately preceding paragraph. An NEO's voluntary termination will be considered to be for Good Reason for purposes of the executive severance agreements if, without the executive’s express written consent, there is any (1) material reduction or alteration in the executive’s duties or any assignment that is materially inconsistent with such executive’s duties, (2) meaningful change in the executive’s work location, (3) material reduction in the executive’s base salary, (4) material reduction in the executive’s level of participation in our compensation, benefit or retirement plans, policies, practices or arrangements or (5) failure of the successor in a change-in-control to assume our obligations under the executive severance agreement.

  117. Potential Payments Upon Change-in-Control

    | JBT Marel Corporation 2026 Proxy Statement | 49 |

  118. Potential Payments Upon Change-in-Control

    If payments of any amount to any NEO under an executive severance agreement would be subject to an excise tax under the Internal Revenue Code, the amount of payments generally will be reduced to the maximum amount that may be paid without triggering an excise tax payment. No such reduction will be made, however, if the net after-tax benefit that any NEO would otherwise receive in the absence of such a reduction would exceed the net after-tax benefit they would receive after making such a reduction. Under the terms of the grant agreements for long-term equity compensation awards pursuant to which such awards were issued, all outstanding LTIP awards to NEOs will vest after the occurrence of a change-in-control only if the awards are not assumed by the successor on the effective date of such transaction, the executive officer’s position is terminated within a period of twenty-four months, or the executive voluntarily resigns due to significant change in responsibilities, salary, or location within a period of twenty-four months. Outstanding performance-based LTIP awards that vest under these circumstances prior to the completion of the performance period will be paid based on actual performance for the completed years and at 100% of the target for any years not yet completed. The amounts shown in the table below are calculated using the assumption that payments described above were triggered based on a change-in-control and qualifying termination as of December 31, 2025, 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 this disclosure, as permitted by SEC regulations, we identified our median employee using our global employee population as described below, as of October 1, 2025 (the “Effective Date”). In total, our workforce consisted of 12,585 full-time, part-time, temporary, and seasonal employees in 43 countries as of the Effective Date, with 3,301 located in the United States and 9,284 outside the United States. We excluded employees in 12 countries totaling 622 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 Poland (202), India (103), South Africa (94), Thailand (81), Chile (49), and Russia (32), as well as the employees in the following countries (all of which had fewer than 25 employees): Argentina, Indonesia, Namibia, Philippines, Romania, and Vietnam. As a result, our employee population for purposes of the pay ratio calculation included 11,963 (including all 3,301 employees located in the United States and 8,662 employees located outside the United States) of our 12,585 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. Consequently, annual base pay is a measure that reasonably reflects annual compensation for purposes of identifying our median employee.

  120. CEO PAY RATIO

    | JBT Marel Corporation 2026 Proxy Statement | 51 |

  121. CEO PAY RATIO

    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 2025 annual compensation for purposes of the 2025 CEO pay ratio, we added together all of the elements of such median employee’s compensation for 2025 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 2025 annual compensation for our median employee as $92,757. Mr. Deck’s annual total compensation based on all elements of his compensation as reported in the Summary Compensation Table for Fiscal Year 2025 was $7,966,447. 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 86 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 | | | | | | Current PEO (1) | | Avg. of Other NEOs (2) | | Value of $100 Initial Investment Based On (3): | | | Company Selected Performance Metric (4) | | Year | SCT Total Comp. | Comp Actually Paid | SCT Total Comp. | Comp Actually Paid | JBTM Cumulative TSR | S&P 1500 Industrial Machinery Cumulative TSR | Net (Loss) Income (in millions) | Adjusted EPS | | 2025 | $7,966,447 | $13,089,405 | $3,077,948 | $3,779,974 | $135 | $166 | $(50.5) | $6.41 | | 2024 | $6,452,960 | $11,217,470 | $1,526,123 | $2,252,023 | $113 | $148 | $85.4 | $5.38 | | 2023 | $6,176,099 | $8,158,164 | $1,499,098 | $1,802,760 | $80 | $133 | $582.6 | $2.62 | | 2022 | $4,791,474 | $2,847,190 | $1,155,529 | $761,586 | $81 | $104 | $130.7 | $4.81 | | 2021 | $5,023,977 | $4,743,995 | $1,567,948 | $1,097,771 | $135 | $121 | $118.4 | $3.82 |

  124. PAY VERSUS PERFORMANCE

    ____________________________________ (1) Current PEO refers to Brian A. Deck. (2) Includes the following NEOs: 2025: Messrs. Meister, Sigurdsson, Petrie, and Claessens 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, Burdakin, Marvin, Fernandez, and Sternlieb (3) TSR is cumulative (i.e., 1 year for 2021, 2 years for 2022 and 3 years for 2023) and depicted as a dollar value assuming $100 was invested as of January 1, 2021. (4) Adjusted EPS is calculated by making certain adjustments to GAAP earnings per share to exclude unusual, one-time and non-recurring items, including restructuring charges, M&A-related costs, acquisition-related amortization and depreciation, non-cash pension plan related settlement costs and the related tax impact. The Adjusted EPS award results are annually assessed with that year’s Adjusted EPS targets and averaged over the specified three-year period. As an incentive measure, we believe that linking sustained Adjusted EPS growth to compensation helps us drive our executive officers to improve overall earnings.

  125. PAY VERSUS PERFORMANCE

    | 52 | JBT Marel Corporation 2026 Proxy Statement |

  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 ($) | Compensation Actually Paid to Current PEO ($) | | 2025 | 7,966,447 | — | (5,199,957) | — | 10,322,915 | 13,089,405 |

  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 ($) | Total - Inclusion of Equity Values for Current PEO ($) | | 2025 | 8,167,553 | 2,544,717 | — | (389,355) | — | 10,322,915 |

  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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,077,948 | — | (999,966) | — | 1,701,992 | 3,779,974 |

  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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 1,513,588 | 222,122 | — | (33,718) | — | 1,701,992 |