Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Filed by the Registrant x | Filed by a Party other than the Registrant o | ||||
| o | Preliminary Proxy Statement | ||||
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
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10, 2024 | Voting Recommendations: | |||||||
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We are hosting the Annual Meeting of Stockholders as a virtual meeting in | Your vote is important. To be sure that your vote counts and to assure a quorum, please submit your vote promptly whether or not you plan to attend the virtual annual meeting. You can revoke a proxy prior to its exercise at the meeting by following the instructions in the accompanying Proxy Statement. | |||||||
 | Sincerely,
Alan D. Feldman | ||||
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By Order of the Board of Directors /s/ James L. Marvin James L. Marvin 2023. If you plan to attend the Annual Meeting of Stockholders online, you will need the 16-digit control number found on your proxy card, notice of internet availability of proxy materials or the instructions that accompany your proxy materials. The Annual Meeting of Stockholders will begin promptly at 9:30 a.m. Central Time. Online check-in will begin at 9:00 a.m. Central Time, and you should allow ample time for the online check-in procedures.Stockholders may help us reduce printing and mailing costs and conserve resources by opting to receive future proxy materials by e-mail. Information about how to do this is included in the accompanying Proxy Statement.
Executive Vice President, General Counsel This summary highlights selected information contained in this Proxy Statement. Please read this entire Proxy Statement carefully before voting your shares. On March 31, 2023,28 2024, we began to mail to our stockholders of record, as of the close of business on March 17, 2023,13, 2024, either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet or a printed copy of these proxy materials. This summary highlights information contained in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 20222023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022.PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETINGProposal 1Election of threetwo DirectorsBoard RecommendationFOR allboth nominees√SeePages Page 1- 20Barbara L. BrasierBrian A. DeckPolly B. Kawalek
C. Maury Devine Charles L. Harrington
Retired Senior Vice-PresidentPresident and Chief Financial OfficerManaging Director of Herc Holdings, Inc.ExxonMobil Corporation’s Norwegian affiliate, ExxonMobil Norway. Served for 15 years in United States government in positions at the White House, the American Embassy in Paris, France, and former Senior Vice President, Taxthe U.S. Department of Justice and Treasuryas a member of Mondelez International, Inc.the Council on Foreign Relations. Ms. BrasierDevine's significant industrial and government experience in multiple domestic and international roles brings a wealth of experience to our Board her experiencein domestic and international markets, governance oversight, social and environmental stewardship as a senior executive officer in finance spanning a careerwell as extensive knowledge of over 35 years in various industries including paper and packaging, industrial equipment and food production. She also has broad global operating, finance and M&A experience.our historical businesses.Current President andRetired Chairman, Chief Executive Officer and President of JBT. During his nine years at the Company, Mr. Deck has led our diversified businesses through two growth strategies, capital deployment via multiple acquisitions, a digital transformation strategy, capital structure changes, execution of our margin expansion program and restructuring actions. HeParsons Corporation, where he also served as Chief Financial Officer and in other executive roles over a 40 year career. Also serves as Chairman of National Material L.P.the Board of Institute of Digital Engineering. Mr. Harrington's experience leading Parsons Corporation's digital transformation from an engineering and worked for Ryerson Inc., General Electric Capital, Bank One (now JPMorgan Chase & Co.)construction management firm into a global technology company at the leading edge of trends in cybersecurity, space launch integration, artificial intelligence, and Cole Taylor Bank.Retired President of PepsiCo’s Quaker Foods Division after serving for 25 years in various capacities with Quaker Oats, Inc., which became a business unit of PepsiCo in 2001, serving as President of Quaker Oats’ U.S. Foods division from 2001 to 2004 and as President of its Hot Breakfast division from 1997 to 2000. Her experience with research and development, product innovation and marketingautonomous systems brings key insights to our Board key perspectives for strategic planning.
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DIRECTOR NOMINEES
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Name |
| Age |
| Director |
| Independent |
| Audit |
| Compensation |
| Governance and Sustainability |
Barbara L. Brasier | | 64 | | 2019 | | Yes | |
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Brian A. Deck | | 54 | | 2020 | | No | | | | | | |
Polly B. Kawalek | | 68 | | 2008 | | Yes | | | |
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| Name | Age | Director Since | Independent | Audit Committee | Compensation Committee | Governance and Sustainability Committee | ||||||||||||||
| C. Maury Devine | 73 | 2008 | Yes |  |  | |||||||||||||||
| Charles L. Harrington | 65 | 2022 | Yes | | | |||||||||||||||
Committee MemberOrganic Growth:technology company with the sale of our AeroTech business segment to Oshkosh Corporation. The sale of AeroTech enabled a more focused path to grow and enhance JBT’s broad application knowledge, engineering expertise,leading food and global salesbeverage processing equipment and service allowsoperations. The transaction also generated meaningful net cash proceeds, allowing us to repay revolving debt while also providing flexibility to pursue strategic initiatives, including disciplined acquisitions.
Digital Transformation:We are investing to evolve our iOPS® platform into a new digital solution called OmniBlu™, a customer-centric platform that delivers improved access to parts and service, advanced functionality, and measurable results for customers, while also expanding our recurring revenue from aftermarket parts and services.
Margin Enhancement:Wrevenue.
Acquisitions:
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
| 2024 Proxy Statement |
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Selected Current Corporate Governance Practices
Number of directors
7 | Majority voting in uncontested director elections
| Director orientation and continuing education programs
| Annual stockholder approval of executive compensation
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P Yes | P Yes | P Yes | ||||||||||||||||||||
Number of independent directors
6 | Stock ownership and retention guidelines
| All audit committee members are “audit committee financial experts”
| Stockholder engagement program
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P Yes | P Yes | P Yes | ||||||||||||||||||||
Number of female directors 3 | Annual election of Directors approved, fully effective in 2026 |
| Code of business ethics and conduct and ethics hotline
| No poison pill
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P Yes | P Yes | P Yes | ||||||||||||||||||||
Average tenure of directors
8 years | Regular executive sessions of independent directors
| Compensation claw-back policy |
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P Yes | P Yes | P Yes | ||||||||||||||||||||
Percentage of female directors chairing committees 100% | Independent compensation consultant
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| Compensation Committee approved peer group for pay and performance comparisons | Competitive pay philosophy (50th percentile of market) | |||||||||||||||||||||
P Yes | P Yes | |||||||||||||||||||||
At FoodTech, our
At AeroTech, we provide mission-critical equipment and services serving the airport infrastructure and air transportation market. AeroTech’s key products include mobile ground support equipment, fixed gate and ramp equipment, and baggage handling and facility maintenance services. AeroTech is experiencing a strong recovery in the markets it serves driven by commercial airline demand and increased infrastructure spending.
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20202021 - 20222023 FINANCIAL PERFORMANCE HIGHLIGHTS
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(dollars in millions except per share data) | | 2022 |
| 2021 | | 2020 |
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Total revenue | | $ | 2,166.0 | | $ | 1,863.3 | | $ | 1,727.8 | |
Operating income | | $ | 168.4 | | $ | 160.1 | | $ | 163.1 | |
Net income | | $ | 130.7 | | $ | 118.4 | | $ | 108.8 | |
Diluted earnings per share from continuing operations | | $ | 4.07 | | $ | 3.69 | | $ | 3.39 | |
Total assets | | $ | 2,584.10 | | $ | 2,141.4 | | $ | 1,805.9 | |
Long-term debt, less current portion | | $ | 977.3 | | $ | 674.4 | | $ | 522.5 | |
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EXECUTIVE COMPENSATION HIGHLIGHTS
Pay-for-Performance Alignment for Named Executive Officers
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Pay-for-performance alignment for Named Executive Officers: n, 57%, of the Chief Executive Officer's and an average of 47% for other named executive officers' target compensation is tied to performance incentives for 2023. | ||
Balance division performance targets and full company performance targets: Named executive officers with division management roles have performance targets for annual cash incentive awards that are weighted 70% – 85% on | ||
Financial targets require continued performance improvements: Targets for annual cash incentive plan require continued significant year-over-year growth in earnings before interest, taxes, depreciation and amortization (“EBITDA”), improvement in EBITDA margin, and achievement of free cash flow conversion (“FCF”) performance. The long-term incentive performance awards include three-year earnings per share (“EPS”) targets while sustaining a high level of return on invested capital (“ROIC”), as well as the relative comparison in stock growth to the S&P 1500 Industrial Machinery index constituents . | ||
Competitive Pay Opportunities
We provide competitive pay opportunities consistent with target benchmark levels, with appropriate differences based on individual experience, impact and performance. Total target compensation is also generally consistent with target benchmark levels.
The charts below demonstrate our alignment with our Pay-for-Performance philosophy.
Competitive pay opportunities: We provide competitive pay opportunities consistent with target benchmark levels, with appropriate differences based on individual experience, impact and performance. Total target compensation is also generally consistent with target benchmark levels. | ||
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Executive Compensation Best Practices
Our executive compensation program and practices are consistent with the following industry standard best practices:
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| 2024 Proxy Statement | v | ||||
Proposal Election of Directors
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annually.PROPOSAL SUMMARYThe re-election of threetwo Directors.The Board of Directors currently consists of eightseven members. We currently have three classes of directors, each class being of approximate equal size. TheAt our 2023 Annual Meeting of Stockholders, our stockholders approved a proposal to amend our Certificate of Incorporation to transition to annual elections of all of our directors, beginning at this year's Annual Meeting. Our Certificate of Incorporation was amended on May 15, 2023 to implement this change on a staggered basis. As a result, the term for eachthis year's Board nominees will be two years expiring at the 2026 Annual Meeting of Stockholders. Beginning with our 2025 Annual Meeting of Stockholders and at all annual meetings thereafter, directors whose terms are expiring, and any successors, will be elected to serve one year terms. Until the 2025 Annual Meeting, class is three years. Class terms will expire on a rolling basis, so that one class of directors is elected each year. The term for the nominees for director at the 2023 Annual Meeting will expire atBeginning with the 2026 Annual Meeting. At this year’s Annual Meeting,annual meeting of stockholders, will be asked to vote on a proposal to initiate a phased-in declassification of the Board. If approved, eachentire Board member will be elected annually beginning at the 2026 Annual Meeting of Stockholders.The nominees for director this year are C. Maury Devine and Charles L. Harrington. The continuing directors are Barbara L. Brasier, Brian A. Deck, and Polly B. Kawalek. The continuing directors are C. Maury Devine, Alan D. Feldman, Charles L. Harrington, Lawrence V. Jackson and Emmanuel Lagarrigue.Polly B. Kawalek. Information about the nominees, the continuing directors and the Board of Directors as a whole is contained in the section of this Proxy Statement entitled “Board of Directors.”The Governance and Sustainability Committee has determined to re-nominate Ms. Brasier, Mr. DeckC. Maury Devine and Ms. KawalekCharles L. Harrington as Class IIII directors at the 20232024 Annual Meeting of stockholders.The Board of Directors expects that allboth of the nominees will be able and willing to serve as directors. If any nominee is not available:●the proxies may be voted for another person nominated by the current Board of Directors to fill the vacancy;●the Board of Directors may decide to leave the vacancy temporarily unfilled; or●the size of the Board of Directors may be reduced.•the proxies may be voted for another person nominated by the current Board of Directors to fill the vacancy;
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(Class III — Term Expiring in 2026)
Barbara L. Brasier
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Brian A. Deck
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Proposal 1 – Election of Directors
Polly B. Kawalek
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Continuing Directors
(Class I — Term Expiring in 2024
2026)
Director Since:2008 Retired President and Managing Director, ExxonMobil Norway, an oil and gas exploration company
| Background
•Secretary of Mobil Corporation from 1994 to 1996. From 1990 to 1994, Ms. Devine managed Mobil’s international government relations and from 1988 to 1990, Ms. Devine served as manager, security planning for Mobil. •From 2000 to 2003, Ms. Devine was a Fellow at Harvard University’s Belfer Center for Science and International Affairs. •15 years of service in United States government positions at the White House, the American Embassy in Paris, France, and the U.S. Department of Justice.
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•Ms. Devine served on the Board of Directors of FMC Technologies, Inc. from 2005 to 2016, Technip from 2011 to 2017, 2022, and ConocoPhillips from 2017 to 2023. | Qualifications •15 years of U.S. government service provides insights into international affairs and knowledge of the Federal government. Committees:
Chair of the Governance and Sustainability Committee Member of the Audit Committee | ||||||||||||
Proposal 1 – Election of Directors
Charles L. Harrington
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Director Since: 2022 Former, Chairman, Chief Executive Officer and President of Parsons Corporation, a digitally enabled Age: |
| Qualifications •Experience as a chief executive and board chairman provide the Board with significant experience in its evaluations of risks and opportunities facing our Company. Committees:
Member of the Audit Committee Member of the Governance and Sustainability Committee | ||||||||||
Emmanuel Lagarrigue
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Proposal 1 – Election of Directors
Class II — Term Expiring in 2025 Alan
Lawrence V. Jackson
Proposal 1 – Election of Directors Class III — Term Expiring in 2026 Barbara L. Brasier
Brian A. Deck
Polly B. Kawalek
Proposal 1 – Election of Directors Corporate Governance Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner that is consistent with both the legal requirements applicable to us and within a business model that requires our employees to conduct business with the highest standards of integrity. The Board has adopted and adheres to corporate governance principles which the Board and senior management believe promote this purpose, are sound and represent best practices. The Board reviews these governance practices, the corporate laws of the State of Delaware under which we were incorporated, the rules and listing standards of the New York Stock Exchange and the regulations of the Securities and Exchange Commission, as well as best practices recognized by governance authorities, to benchmark the standards under which it operates. The corporate governance principles adopted by the Board of Directors may be viewed on our website under Corporate Governance at https://ir.jbtc.com/leadership/board-of-directors/ and are also available in print to any stockholder upon request. A request should be directed to our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, Attention: Executive Vice President, General Counsel. Stockholder Engagement Our Board of Directors believes that stockholders should have opportunities to engage directly with Company management and the Board. The Company engages with stockholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input and to provide perspective on the Company’s strategy, operating results, executive compensation and governance policies. Stockholder feedback from this engagement is considered by the Board of Directors and reflected in enhancements to policies and practices. The Company’s stockholder engagement program includes but is not limited to investor days, roadshows, one-on-one conferences, Company business operation site visits, outreach to investors on governance and related topics, and general availability to respond to investor inquiries. The multi-faceted nature of this program allows the Company to maintain meaningful engagement with a broad audience of In addition to the opportunity for direct engagement with senior management, there are a number of ways for stockholders to effectively communicate a point of view with the Board of Directors, including the following: a) voting on Board nominees; b) providing an annual advisory vote on executive compensation; c) submitting stockholder proposals; d) participating in our Annual Meeting of Stockholders; and e) communicating in writing directly to our Board of Directors via our Chairman of the Board. Environmental, Social, and Corporate Governance Under the oversight of the Governance and Sustainability Committee of our Board of Directors, our approach to Environmental, Social and Corporate Governance (ESG) issues builds on our culture and long tradition of Our purpose is to help our customers succeed in the marketplace by
Materiality Assessment To help us identify and assess the environmental, social and governance issues that are most important to our business and our stakeholders, we completed our first comprehensive materiality assessment in 2020. The information gained from the assessment shapes our reporting strategy and focuses our efforts on where we Based on this assessment, the current issues we have focused on are: •Environmental Impact of Products •Environmental Sustainability and
Proposal 1 – Election of Directors •Talent Attraction & Development •Diversity, Equity, Inclusion & Belonging (DEIB To ensure our ESG program and reporting strategy remains focused on the most critical issues, and to provide the foundation for assessing our future reporting obligations under the Corporate Sustainability Reporting Directive (CSRD) and other regulatory and external ratings criteria, we began an engagement with a third-party at the end of 2023 to help us conduct a more holistic, double materiality assessment. Double materiality takes the concept of materiality in sustainability reporting one step further and will allow us to share not only how our activities impact society and the environment but also how our business is affected by sustainability issues. The resulting double materiality matrix will also help define During
Our materiality opportunities. United Nations Sustainable Development Goals (UN SDGs) The UN SDGs include 17 ambitious goals aimed at creating a more sustainable future for all. Based on our areas of expertise, strategic priorities, and key material topics, we believe we have the biggest potential to contribute in the following areas:
The following table highlights specific actions taken by the Company during
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People and Communities •An average of 2.6 near miss incidents were reported per employee, which translates into more than 14,000 incidents that were proactively identified and corrected in 2023. •Our biennial employee engagement survey featured a newly implemented company values and belonging index that provided crucial insights into the levels of engagement and feelings of inclusion among our staff at JBT. •Our CEO became a signatory to the CEO Action for Diversity & Inclusion pledge on JBT’s behalf in which we pledge to act on supporting more inclusive workplaces by cultivating an environment that supports open dialogue on complex •Our global DEIB council, in partnership with our executive management team, has continued to develop and deploy programs, processes and communications to further our DEIB objectives. The mission of the council is to increase diversity, equity, inclusion and belonging at all levels amongst the JBT community by ensuring there is an inclusive, equitable and welcoming culture for all to thrive and grow at JBT. •We successfully launched a third Employee Network Community (ENC) for Veterans globally and continue to grow our U.S. Black Empowerment Support Team (BEST) and Women’s Inclusion Network (WIN) globally. •We | ||
Governance •Our cross functional Ethics and Compliance Committee | ||
| •We implemented additional governance structures to drive ESG work forward with an executive level steering committee, site level working teams, sustainability reporting processes and monthly best practice sharing calls. | ||
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Proposal 1 – Election of Directors
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Barbara L. Brasier (Chair) C. Maury Devine Charles L. Harrington
| •Responsibilities associated with our external independent auditor, including their appointment, compensation, retention or termination, and • Review and discuss with management, our Vice President of Internal Audit and our independent auditor the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies that could significantly affect our financial statements; •Review of the scope, planning and staffing of the prospective audit and approval of estimated fees therefor; •Resolution of disagreements between management and our independent auditor regarding financial reporting; •Oversight over accounting and financial reporting processes associated with the preparation of our financial statements and filings with the Securities and Exchange Commission; •Review of reports by management and legal counsel relating to litigation and compliance with laws, internal policies and controls that are material to our financial statements; •Review and assess our financial and accounting organization and internal controls; •Review policies with respect to major risk assessment and risk management practices designed to monitor and control exposure to such risks, including M&A integration and performance and cyber-security risks; •Review of matters associated with auditor independence and approval of non-audit services; and •Oversight over “whistle-blower” procedures for reporting questionable accounting and audit practices. | 7 | ||||||
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Polly B. Kawalek (Chair) Alan D. Feldman Lawrence V. Jackson | •Providing oversight of executive compensation policies and design practices, the alignment of pay and performance, total compensation of the Chief Executive Officer, compensation levels of executive officers and non-employee directors and the Company’s benefit plans; •Provide oversight of the Company’s policies, programs and initiatives focusing on the Company’s leadership and workforce; •Review the effectiveness of the Company’s human resources and human capital management policies, practices, strategies and goals; •Annually reviewing succession plans for the Chief Executive Officer and other key executive officers, and reporting to the full Board on succession planning and management development strategies and outcomes; •Reviewing our overall compensation philosophies to ensure policies appropriately link management interests with those of stockholders, •Approving the peer group used for compensation levels, program design and relative performance comparisons and ensuring our pay programs are competitive and enable us to retain, motivate and attract top talent; •Administering our •Reviewing and approving the short- and long-term program designs, metrics, performance goals and individual objectives (as it relates to the Chief Executive Officer) compared to incentive plan terms and total incentive compensation amounts to be paid to executive officers; •Reviewing, approving and administering policies and agreements permitting recovery of prior, or forfeiture of existing unvested or unearned, executive officer compensation awards •Appointing members of the Employee Benefits Plan Committee and periodically reviewing the actions taken by that committee; •Approving all executive officer pay packages, periodically reviewing executive officer perquisites and executive severance arrangements, hedging and pledging policies; •Establishing and monitoring compliance with executive stock ownership guidelines; •Reviewing the competitiveness and design of Board compensation and recommending to the full Board changes to compensation for non-employee directors; •Reviewing management’s Compensation Discussion and Analysis to be included in our annual proxy statement, issuing its report on executive compensation for inclusion in our annual report or proxy statement; •Reviewing and recommending for Board approval the frequency of advisory votes on executive compensation (“say on pay”), and reviewing the results of “say on pay” resolutions and the input received from our stockholders engagement efforts, and considering any implications thereof; and •Hiring an independent executive compensation consultant to advise the Committee after determining that the consultant met independence requirements. |
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Proposal 1 – Election of Directors
The Board of Directors has determined that all of the members of the Compensation Committee (Polly B. Kawalek, Alan D. Feldman and Lawrence V. Jackson) are independent directors as defined by the New York Stock Exchange listing rules and satisfy the enhanced independence criteria required for compensation committee service under Securities and Exchange Commission regulations and the New York Stock Exchange
| 2024 Proxy Statement | 9 | ||||
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Proposal 1 – Election of Directors
base pay, annual management incentive plan compensation or the size of his annual long-term incentive plan award. Our Executive Vice President, Human Resources, working with Meridian, provided recommendations for each executive’s base pay, annual cash incentive and annual long-term incentive plan award for the Compensation Committee’s review. Our Chief Financial Officer and our Vice President, Financial Planning & Analysis also provided the Compensation Committee with information related to our financial performance against our objectives. This information was then used by the Compensation Committee as a factor in setting annual targets
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C. Maury Devine (Chair) Charles H. Harrington Lawrence V. Jackson
| •Recommending nominees for election to the Board of Directors at the Annual Meeting and identifying and recommending to the Board of Directors qualified candidates for vacancies on the Board in accordance with criteria established by the Board; •Recommending the member of the Board of Directors to serve as Chairman and, if the Chairman also serves as Chief Executive Officer, a member to serve as the Lead Independent Director; •Annually making recommendations to the Board of Directors concerning the membership of Board committees and committee chairpersons; •Developing and recommending to the Board of Directors a set of Corporate Governance Guidelines, reviewing them annually, and making recommendations to the Board from time to time regarding matters of corporate governance; •Recommending to the Board of Directors in the event of an emergency requiring the replacement of the Chief Executive Officer, that a temporary replacement of the Chief Executive Officer be made, in accordance with emergency succession plan or as otherwise advised by the Committee; •Recommending to the Board of Directors in the event the Committee believes a permanent replacement of the Chief Executive Officer is necessary that the applicable succession plan be affected; •Reviewing our ethics policy annually and recommending changes to the Board of Directors; •Reviewing any request by a Board member to join the board of directors of any other publicly-held or private for-profit company; •Annually reviewing and evaluating all relationships between non-employee directors and our Company and making recommendations to the Board of Directors regarding the assessment of each non-employee director’s independence; •Monitoring orientation and training needs of the directors and making recommendations regarding director training programs and advising the Board on emerging governance trends; •Reporting annually to the Board of Directors the Committee’s assessment of the performance of the Board and its committees; •Overseeing engagement with stockholders and proxy advisor firms, and •Reviewing stockholder proposals and items of business brought under advance notice bylaws and •Overseeing the development of, and periodically |
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Proposal 1 – Election of Directors
The Board of Directors has determined that all of the members of the Governance and Sustainability Committee (C. Maury Devine, Charles L. Harrington and Lawrence V. Jackson and Emmanuel Lagarrigue)Jackson) are independent directors as defined by the New York Stock Exchange listing rules.
| 2024 Proxy Statement | 11 | ||||
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Proposal 1 – Election of Directors
| 12 | 2024 Proxy Statement | ||||
The Board retains
when appropriate.
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Proposal 1 – Election of Directors
qualifications. After careful review and consideration, the Board will nominate candidates for election or re-election. The Governance and Sustainability Committee, assisted by an independent search firm, engaged in a succession planning process over the past few years that included the development of a Board skills and experience matrix and a cultural assessment survey of our Company and the Board which resulted in the recruitment of four new directors who have joined our Board since 2019.
2019 and continue to serve on our Board.
| 2024 Proxy Statement | 13 | ||||
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Proposal 1 – Election of Directors
Effective May 1, 2022,2023.
2024.
| 14 | 2024 Proxy Statement | ||||
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Proposal 1 – Election of Directors
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 2022.
2023.
| Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | |||||||||||
Name (1) | ($) (2) | ($) (3) | ($) (4) | ($) | ||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||
| Barbara L. Brasier | $ | 110,000 | $ | 135,046 | $ | 4,759 | $ | 249,805 | ||||||
| C. Maury Devine | $ | 105,000 | $ | 135,046 | $ | 10,360 | $ | 250,406 | ||||||
| Alan D. Feldman | $ | 210,000 | $ | 135,046 | $ | 2,208 | $ | 347,254 | ||||||
| Charles L. Harrington | $ | — | $ | 225,006 | $ | 2,724 | $ | 227,730 | ||||||
| Lawrence V. Jackson | $ | 45,000 | $ | 180,026 | $ | 1,183 | $ | 226,209 | ||||||
| Polly B. Kawalek | $ | 15,000 | $ | 225,006 | $ | 560 | $ | 240,566 | ||||||
Emmanuel Lagarrigue (5) | $ | — | $ | 225,006 | $ | — | $ | 225,006 | ||||||
| | | | | | | | |
| | Fees Earned | | | | | | |
| | or Paid in | | Stock | | All Other | | |
| | Cash | | Awards | | Compensation | | Total |
Name (1) |
| ($) (2) |
| ($) (3) |
| ($) (4) |
| ($) |
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
Barbara L. Brasier | | 104,167 | | 135,018 | | — | | 239,185 |
C. Maury Devine |
| 96,250 | | 135,018 | | 5,000 | | 236,268 |
Alan D. Feldman |
| 204,167 | | 135,018 | | — | | 339,185 |
James E. Goodwin (5) |
| 46,667 | | — | | — | | 46,667 |
Charles L. Harrington | | — | | 224,991 | | — | | 224,991 |
Lawrence V. Jackson | | 42,083 | | 180,064 | | — | | 222,147 |
Polly B. Kawalek |
| 15,000 | | 224,991 | | — | | 239,991 |
Emmanuel Lagarrigue | | — | | 224,991 | | — | | 224,991 |
James M. Ringler (5) |
| 80,000 | | — | | — | | 80,000 |
Amounts in this column represent (a) charitable contributions made in the name of directors by us during 2023 pursuant to the matching charitable contribution program available to all of our employees and directors. Pursuant to this program, we match 100% of the charitable contributions of our employees and directors up to $5,000 in any year; and (b) any reimbursement for reasonable incidental expenses incurred in connection with the physical attendance of meetings of the Board and Board committees, certain other Company events or meetings or continuing education conferences they attend related to their Board service.
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Proposal 1 – Election of Directors
Our Code of Business Conduct and Ethics may be reviewed on our website under Corporate Governance at https://ir.jbtc.com/leadership/board-of-directors/. A waiver of any provision of our Code of Business Conduct and Ethics for a director or an executive officer may only be made by the Board of Directors, or a committee appointed by the Board, and will be promptly disclosed to the extent required by law, including the rules, regulations or listing standards of the Securities and Exchange Commission and the New York Stock Exchange.
| 16 | 2024 Proxy Statement | ||||
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ProposalProposal 2 – Proposal to Amend and Restate our Certificate of Incorporation to Declassify our Board of Directors
Proposal
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PROPOSAL SUMMARY
We are asking our stockholders to approve a proposed amendment and restatement of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to provide for a phased-in declassification of our Board (the “Restatement”). The following summary is qualified by reference to the full text of the proposed Amended and Restated Certificate of Incorporation attached as Appendix A to this Proxy Statement, which shows proposed additions indicated by double underlining, and proposed deletions indicated by overstriking. The Restatement would amend current Article VI, Section 3 of the Certificate of Incorporation and also make other non-substantive changes to remove provisions of the Certificate of Incorporation that no longer have any force or effect due to the passage of time or changed circumstances.
The Board has approved the Restatement. If stockholders approve the Restatement at the Annual Meeting, then the phased-in declassification of the Board will begin at our next annual meeting of stockholders to be held in 2024 as is described in more detail below.
Declassification of the Board
Our Board has approved and recommends that our stockholders approve at the Annual Meeting, the Restatement, which would amend the Certificate of Incorporation to eliminate the classified Board structure to provide for an annual election of directors, such that the Board will be declassified by the 2026 annual meeting of stockholders. The Restatement provides that directors who have been or will be elected to three-year terms prior to the 2024 annual meeting of stockholders, including those elected at the Annual Meeting, will complete those terms. Any director elected to fill a vacancy who is replacing a director who was in the course of serving a three-year term shall serve for the remainder of the predecessor’s term. At the 2024 annual meeting of stockholders, directors whose terms are expiring, and any successors, will be subject to election for two-year terms expiring at the 2026 annual meeting. Beginning with the 2025 annual meeting, and at all annual meetings thereafter, directors whose terms are expiring, and any successors, will be subject to election for a one-year term expiring at the next annual meeting. Beginning with the 2026 annual meeting of stockholders, the entire Board will be elected annually.
Rationale for Declassification
As part of our regular review and consideration of our corporate governance practices and structures and taking into account ongoing corporate governance trends, peer practices and the views and perspectives of our stakeholders, our Board carefully reviewed the various arguments for and against a classified board structure. Our Board recognizes that a classified structure may offer several advantages, such as promoting continuity and stability, encouraging directors to take a long-term perspective and reducing our vulnerability to coercive takeover tactics. The Board also recognizes, however, that a classified structure may appear to reduce directors’ accountability to stockholders because such a structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Our Board believes that implementing annual elections for all directors is consistent with our stockholders’ expectations and our
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Proposal 2 – Board of Directors
ongoing commitment to corporate governance “best practices” where the Board believes that the same are in the best interests of our stockholders. In view of the considerations described above, our Board believes that it is in our and our stockholders’ best interests to eliminate the classified Board structure as proposed.
Additional Clean-Up Changes within the Restatement
In addition to eliminating the classified Board structure, the Restatement would eliminate in its entirety Article V of the Certificate of Incorporation, which is of no continuing force or effect by its terms as the provisions of such Article V terminated, expired and had no further force and effect on the date that the Company’s former parent, FMC Technologies, Inc. (FMC), ceased to beneficially own common stock of the Company representing at least 20 percent of the total voting power of all classes of the stock of the Company entitled to vote generally in the election of directors, and no person who was a director or officer of the Company was also a director or officer of FMC. We believe that those conditions were satisfied in 2008. If the proposal is approved, then Article V will be deleted in its entirety and any subsequent Articles contained in the Certificate of Incorporation will be re-numbered accordingly. Additionally, any remaining references to FMC shall be deleted from the Certificate of Incorporation. As a result of the deletion of any remaining references to FMC, the Restatement would also eliminate in its entirety Article X, as it provided for an opt-out of Section 203 of the Delaware General Corporation Law (“Section 2023”) for so long as FMC owned at least 15% of the Company’s stock. Since this opt-out provision has no further force and effect, Section 203 applies to the Company by the statute’s terms and there is no longer a need to state that explicitly within the Certificate of Incorporation. All such changes are identified in the Amended and Restated Certificate of Incorporation included as Appendix A to this Proxy Statement.
Because these provisions expired by their terms, no further action or vote of the stockholders is required to remove them and they have no continuing force and effect. If this proposal is not approved, however, then the Company will not remove these provisions until such time as it files an amendment and restatement to the Certificate of Incorporation for another reason.
Effectiveness of the Restatement
If approved, this proposal will become effective upon the filing of the Restatement with the Secretary of State of the State of Delaware containing substantially these amendments discussed herein, which filing the Company would make promptly after the Annual Meeting. The Board also intends to adopt amendments to the Company’s Third Amended and Restated By-laws, as amended (the “By-laws”) that would make the By-laws consistent with the proposed amendment to eliminate the classified Board.
Vote Required
For this proposal to be approved by stockholders, at least a majority of the votes present at the Annual Meeting virtually or by proxy and entitled to vote on the matter must be voted in its favor. Abstentions will be counted as present for purposes of determining if a quorum is present, but will have the same effect as a vote against this proposal. Broker non-votes will have no impact on the outcome of this proposal.
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Proposal 3 – Say on Pay
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frequency.PROPOSAL SUMMARY“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and narrative descriptions that accompany those tables in this Proxy Statement, is hereby approved.”In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are seeking an advisory vote on a non-binding resolution from our stockholders on the compensation of our executive officers whose compensation is included in the Summary Compensation Table of this Proxy Statement (our “named executive officers”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as disclosed under the “Executive Compensation” section of this Proxy Statement.At our Annual Meeting held in 2022,2023, our stockholders approved the compensation of our named executive officers as disclosed in our 20222023 Proxy Statement in a non-binding “say on pay” advisory vote by over 98 percent of the votes cast. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinion of our stockholders, and will consider the outcome of the vote, along with other input from our stockholder engagement efforts, when making future compensation decisions for our named executive officers. We hold an advisory “say on pay” vote every year based on a previous advisory vote regarding frequency, and we are seeking a separate advisory vote regarding that frequency for the next six-year period at this year’s Annual Meeting.As described in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, we have structured our executive compensation program to retain, engage and attract talented individuals and motivate them to create long-term stockholder value by achieving performance objectives and strategic goals and appropriately managing risk. Our program is designed to:●Closely link compensation with Company financial performance targets and achievement of individual objectives●Drive our key business strategies●Align the interests of our executives with our stockholders, with a focus on long-term value creation●Provide competitive compensation opportunities that retain, engage and attract talented people•Closely link compensation with Company financial performance targets and achievement of individual objectives
Proposal 3 – Say on Pay
the selected financial performance metrics to align the compensation of our named executive officers to our business strategy and stockholder value.
| 18 | 2024 Proxy Statement | ||||
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| 20 | 2024 Proxy Statement | ||||
(from August 2005 to
| 2024 Proxy Statement | 21 | ||||
Vice President and Chief Financial Officer
| 22 | 2024 Proxy Statement | ||||
| 2024 Proxy Statement | 23 | ||||
| 24 | 2024 Proxy Statement | ||||
For 2022, JBT continuedrisk effectively.
 | Business Strategy Alignment: JBT’s compensation program supports our business strategy by holding executive officers accountable for leadership, cultural alignment, and the results of both short and long-term interests of the business. | ||||
 | Stockholder Engagement and Value Creation: JBT provides significant at-risk, equity-based compensation and encourages a culture of stock ownership and a mindset for stock price growth. | ||||
 | Pay for Performance Alignment: JBT’s compensation program has a strong emphasis on results. The variable incentive program provides awards with significant upside opportunity for exceptional performance and downside risk for under performance. | ||||
 | Competitiveness and Retention: JBT provides competitive pay opportunities that attract and retain the highest caliber talent. We maintain pay targets and a program design that aligns to external market practices. | ||||
| 2024 Proxy Statement | 25 | ||||
Named Executive Officers
This
| 26 | 2024 Proxy Statement | ||||
| Applied Industrial Technologies, Inc. | Kennametal Inc. | ||||
| Barnes Group Inc. | Marel hf. | ||||
| Chart Industries, Inc. | The Middleby Corporation | ||||
| Crane Company | Moog Inc. | ||||
| Curtiss-Wright Corporation | Mueller Water Products, Inc. | ||||
| Donaldson Company, Inc. | Nordson Corporation | ||||
| EnPro Industries, Inc. | SPX Technologies, Inc. | ||||
| Federal Signal Corporation | Tennant Company | ||||
| Hillenbrand Inc. | TriMas Corporation | ||||
| IDEX Corporation | Valmont Industries, Inc. | ||||
| ITT Inc. | Woodward, Inc. | ||||
| Kaman, Corporation | Zurn Elkay Water Solutions Corporation | ||||
2022 Compensation Highlights
Highlighted below are features of our executivelongstanding, industry best practices. JBT’s compensation program that we continued in 2022, consistent withsupports our philosophy of aligning executive compensation opportunities with the interests of our stockholders.
For 2022, 75% of the Short-Term Incentive award (MIP) that could be earnedbusiness strategy by our namedholding executive officers was based on improvement in key business performance metrics closely tied to achievement of our Elevate 2.0 strategic objectives (EBITDA, EBITDA marginaccountable for leadership, cultural alignment, and FCF), and 60% of the value of annual LTIP awards issued to our named executive officers was based on the achievement of improvement in EPS and sustained ROIC over a three-year period.
Proposal 3 – Say on Pay
Our Compensation Committee established 2022 performance targets under the MIP requiring continued year-over-year growth in EBITDA, improvement in EBITDA margin, and achievement of target free cash flow as a percent of the Company’s net income. The LTIP awards issued to our named executive officers in 2022 set aggressive targets for EPS performance while sustaining a high level of ROIC.
For 2022, performance targets for MIP awards for our named executive officers who manage business divisions were weighted 15% – 30%on corporate performance and 70% – 85% on division performance to appropriately balance the objectives established for the divisions these executives manage while still providing meaningful incentives for their contributions to the success of overall corporate performance objectives.
2022 Performance Results
The achievement of the performance metrics used in our incentive compensation plans in 2022 are set forth in the table below. For a description of the performance metrics and adjustments, see — “Performance Metrics Used in our Incentive Compensation Plan.” Please see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K for 2022 for a full description of our 2022 financial results.
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Performance Metrics | | | | |
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Short-Term Incentive Compensation |
| 2022 Target |
| 2022 Results (1) |
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EBITDA (in millions) | | $ | 300.0 | | $ | 283.0 | |
EBITDA Margin | |
| 14.0 | % |
| 12.9 | % |
FCF | |
| 75.0 | % |
| 54.0 | % |
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Long-Term Incentive Compensation | | 2020 - 2022 |
| 2020 - 2022 | | ||
Cumulative EPS | | $ | 15.92 | | $ | 12.42 | |
Average ROIC | |
| 12.1 | % |
| 10.2 | % |
| | | | | | | |
Long-Term Incentive Compensation | | 2021 - 2022 |
| 2021 - 2022 | | ||
Year 1 (2021) | | | | | | | |
Diluted EPS | | $ | 4.38 | | $ | 3.82 | |
ROIC | |
| 12.0 | % |
| 9.5 | % |
Year 2 (2022) | | | | | | | |
Diluted EPS | | $ | 5.13 | | $ | 4.07 | |
ROIC | |
| 12.0 | % |
| 10.8 | % |
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(1) EBITDA and FCF are non-GAAP financial measures. In addition, EBITDA and EBITDA Margin results were adjusted for purposes of short-term incentive compensation to eliminate the financial impact of restructuring charges (not including impairment), pension expense other than service cost, M&A related costs and the financial impact of acquisitions completed in 2022, the impact of the expense from the Company’s inventory valuation method of Last in First Out (LIFO), and the impact of foreign exchange translation on the Company’s financial results. FCF results were adjusted to eliminate the financial impact of acquisitions completed in 2022 and the acceleration of cash taxes paid in 2022 due to the implementation of changes in the US tax code. EPS and ROIC results were adjusted for purposes of long-term incentive compensation to account for restructuring charges (not including impairment), M&A related costs and the financial impact of acquisitions completed in 2022, the impact of the expense from the Company’s inventory valuation method of LIFO, and the impact of foreign exchange translation on the Company’s financial results.
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Proposal 3 – Say on Pay
Short-Term Performance Metrics Payouts
Our 2022 performance metrics for our short-term incentive compensation awards made under our management incentive plan (“MIP”) to our named executive officers had targets that required continued year-over-year growth in our earnings before interest, taxes, depreciation, and amortization (“EBITDA”), improvement in our EBITDA margin, and achievement of free cash flow conversion (“FCF”) performance.
Demonstrating our pay-for-performance philosophy, our 2022 financial performance impacted performance-based compensation as follows:
Our performance, with respect to EBITDA, EBITDA margin and FCF, did not achieve the targets under the MIP due primarily to unprecedented challenges associated with supply chain disruptions, high inflation, and labor availability.
The 75% portion of MIP awards based on these performance metrics paid out at 33% of the target award amounts for our named executive officers. The remaining 25% portion of MIP awards was based on performance against personal performance objectives as determined by the Compensation Committee, in the case of Mr. Deck, and as recommended by Mr. Deck and approved by the Board in the case of all other named executive officers. See “Determination of PPI Payout” below.
2022 Corporate Short-Term Incentive Compensation Financial Performance Metrics
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| | | | 0% Payout | | | 100% Payout | | | 250% Payout | | | 2022 | | Payout | |
Performance Measures | Weight |
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| of Target |
| | of Target |
| | of Target |
| | Performance |
| Result |
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EBITDA | 50 | % | $ | 260.0 | | $ | 300.0 | | $ | 345.0 | | $ | 283.0 | | 57 | % |
EBITDA Margin | 25 | % |
| 13.6 | % | | 14.0 | % | | 15.5 | % | | 12.9 | % | 0 | % |
FCF | 25 | % |
| 50.0 | % | | 75.0 | % | | 150.0 | % | | 54.0 | % | 16 | % |
Financial Measures Earned Payout (75% of Total MIP Calculation) | | | | | 33 | % | ||||||||||
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Long-Term Performance Metrics Payouts
For our annual performance-based long-term incentive plan (“LTIP”) awards granted to our named executive officers in 2022, a three-year measurement period was used. Thus, the performance-based compensation derived from the annual 2022 LTIP awards will not be determinable until after the end of 2024. The performance goals for the annual performance-based LTIP awards issued in 2022 were set at target levels that would require growth in cumulative EPS and strong average operating ROIC results over the three-year period ending on December 31, 2024.
The three-year performance period for the performance-based RSUs granted to our named executive officers in 2020 ended on December 31, 2022. In February 2023, the Compensation Committee evaluated the results of short-term and long-term objectives of the three-year performance period for the performance RSUs granted in 2020. It was determinedbusiness. We believe that we achieved a cumulative EPS of $12.42 over the three-year performance period, which is below threshold. Further, it was determined that we achieved 10.2% average ROIC over the three-year performance period, which represents 53% of our target for average ROIC. The cumulative EPS measure is weighted 70% and the average ROIC measure is weighted 30%. As a result, the performance-based RSUs for the 2020 – 2022 period were earned at 16% of target.
2020 – 2022 Long-Term Incentive Compensation Metrics
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| | | 0% Payout of | | | 100% Payout of | | | 200% Payout | | 2020-2022 | | Performance as | |
Performance Measures |
| | Target Grant |
| | of Target Grant |
| | of Target Grant |
| Performance |
| a % of Target | |
Cumulative EPS | | $ | 13.62 | | $ | 15.92 | | $ | 19.83 | $ | 12.42 | | 0 | % |
Average ROIC | | | 9.1 | % |
| 12.1 | % |
| 15.1 | % | 10.2 | % | 53 | % |
Earned Payout | | | | | | | | | | | | | 16 | % |
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In 2021, a special two-year performance-based RSU award was made to our named executive officersTo ensure clear alignment between pay and other eligible employees. After evaluating the ongoing impact of the COVID-19 pandemic on our business andstrategy, the substantial impact it had on the three-year performance-based RSUs granted in 2018, 2019 and 2020, the Compensation Committee and the Board sought to strike a fair balance between recognition of the substantial effort and accomplishments of management-level employees and the adverse impacts experienced by our stockholders, customers, suppliers, and other employees. Despite the continued impact of COVID-19 on our financial results for 2021, the Compensation Committee did not adjust the financial performance metrics or targets in our outstanding incentive compensation awards.
This special performance-based RSU award was designed to provide a supplemental performance-based incentive as a retention tool in a competitive labor market and to focus on a mid-term performance period (2 years) that the Compensation Committee believed was important in our recovery from the COVID-19 impacted periods. Payout of the special performance-based RSU award was contingent on achieving aggressive goals for increased growth in EPS and ROIC.
The two-year performance period for the special performance-based RSUs granted to our named executive officers in 2021 ended on December 31, 2022. In February 2023, the Compensation Committee evaluated the results of the two-year performance period for the special performance-based RSUs granted in 2021. It was determined that we achieved $3.82 EPS in Year 1 of the award, which is below threshold, and 9.5% average ROIC, which is 23% of target. The combined attainment for Year 1 of the award for EPS and ROIC was 7% of target. In Year 2, we achieved $4.80 EPS, which is 62% of target, and 10.8% ROIC, which is 69% of target. The combined attainment for Year 2 of the award is 64%. As a result of the average combined attainment of Year 1 and Year 2, the special performance-based RSUs for the 2021 – 2022 period were earned at 36% of target. The EPS measure is weighted 70% and the ROIC measure is weighted 30% for the special performance-based RSUs.
2021 – 2022 Special Award Long-Term Incentive Compensation Metrics
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| | | | | | | | | | | | | 2021-2022 | |
| | | 0% Payout of | | | 100% Payout of | | | 200% Payout | | 2021-2022 | | Performance as | |
Performance Measures |
| | Target Grant |
| | of Target Grant |
| | of Target Grant |
| Performance |
| a % of Target | |
Year 1 (2021) | | | | | | | | | | | | | | |
Diluted EPS | | $ | 4.00 | | $ | 4.38 | | $ | 4.95 | $ | 3.82 | | 0 | % |
ROIC | | | 9.0 | % |
| 12.0 | % |
| 15.0 | % | 9.5 | % | 23 | % |
Combined Attainment (2021) | | | | | | | | | | | | | 7 | % |
Year 2 (2022) | | | | | | | | | | | | | | |
Diluted EPS | | $ | 4.28 | | $ | 5.13 | | $ | 6.54 | $ | 4.80 | | 62 | % |
ROIC | | | 9.0 | % |
| 12.0 | % |
| 15.0 | % | 10.8 | % | 69 | % |
Combined Attainment (2022) | | | | | | | | | | | | | 64 | % |
Total Award Earned Payout | | | | | | | | | | | | | 36 | % |
Principles of our Executive Compensation Program
Our compensation program is designed around the following principles:
Our executive compensation program closely links a substantial portion of an executive’s compensation with Company financial performance targets and achievement of individual objectives.
The performance metrics in our incentive compensation plans are designed to create incentives to drive our key business strategies in our Elevate 2.0 strategic plan. The performanceThese key business metrics support the success in each of the four pillars of our strategic plan (Organic Growth, Digital Transformation, Margin Enhancement, and Acquisitions).
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Core Principle: Stockholder Engagement and Value Creation
We seek
| 28 | 2024 Proxy Statement | ||||
The following table illustrates what we do and what we do not do, consistent withsoliciting feedback to incorporate stockholder perspectives into our executive compensation principles:
| WHAT WE DO | WHAT WE | |||||||
| üHigh percentage of executive compensation is tied to performance with caps on all incentive plan payouts. |
| Our | |||||
| üPerformance metrics are designed to promote achievement of stretch objectives and alignment with value creation. |
| Our | |||||
| üWe generally target the |
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| üEach of our executive officers |
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| üOur compensation programs give our Compensation Committee the right to “claw back” awards to our executive officers in the event of conduct prejudicial to the Company or a restatement of our financial results. |
| We do not | |||||
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üAddition of ESG metrics as part of our annual incentive program design (new for 2023). |
ûOur executive severance agreements do not include excise tax gross-up provisions do not provide single-trigger change-in-control severance benefits. | ||||
In addition to direct compensation in the form of base salaries, short-term incentive cash awards and long-term equity awards, we provide various forms of indirect compensation. Each of our named executive officers is eligible for severance and change-in-control payments upon termination as appropriate. These agreements are designed to ensure we can 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. We also provide retirement benefits (primarily via defined contribution plans) and a limited number of perquisites to our named executive officers. All of these program designs are periodically reviewed against our peer group practices by our Compensation Committee with the assistance of the Committee’s independent compensation consultant. Only one of our named executive officers has an employment contract, who is domiciled and based in Sweden.
Compensation Setting Process
Our Compensation Committee makes all final compensation decisions regarding our named executive officers. Each of our compensation plans and agreements for executive officers was reviewed and approved by our Compensation Committee. All of the members of our Compensation Committee are independent directors as defined by the listing requirements of the New York Stock Exchange. Under its charter, our Compensation Committee has the authority to engage the services of outside consultants, experts and others to assist the committee’s fulfillment of its responsibilities. In 2022, the Compensation Committee engaged Meridian, an independent compensation consultant, to provide expertise on pay philosophy, prevailing market practices and relevant regulatory mandates and to assist the Committee’s efforts to make compensation decisions that were aligned with the interests of our stockholders. Our Chief Executive Officer and our Executive Vice President, Human Resources also provide input on compensation programs and policies and our Chief Executive Officer makes recommendations to the Compensation Committee with regard to compensation for our named executive officers that report to him.
To ensure clear alignment between plan design, executive incentives, and stockholder objectives, the Compensation Committee conducted a comprehensive review of the Executive Compensation Program in 2022.closely links a substantial portion of our executive’s total compensation with our financial performance targets and achievement of individual objectives. The purposeallocation of the study was to ensure our Executive Compensation Program supports our Pay-for-Performance philosophy, drives business results and is competitive with market practices. The scope of the project included a review of the metrics used in the MIP and LTIP plans as well as the types of equity vehicles in the LTIP. The last in-depth study of MIP and LTIPthis incentive plan designs and metrics took place in 2014, with changes implemented in 2015. The following elements of the Executive Compensation Program were included in the 2022 analysis:
The review process was led by the Executive Vice President, Human Resources in partnership with Meridian, the Committee’s independent compensation consultant. As a result of the review, to be consistent with market findings, beginning in 2023 a relative market measurement will be added to the performance-based equity awards within the LTIP program. The Relative Total Stockholder Return (“rTSR”) measurement will be added as a modifier to the performance-based equity awards to measure our performance as compared to an industry specific comparator group. The rTSR metric will serve as a modifier to the cumulative performance results over the three-year performance period. The modifier may increase or decrease the payout depending on Company performance as compared to the determined peer set. Included in the program changes, time-based equity awards will change to a three-year ratable vesting schedule from the current three-year cliff vesting beginning with the 2023 annual equity awards (the performance-based equity awards will remain at a three-year cliff vesting).
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Proposal 3 – Say on Pay
Allocation of Pay Between Short- and Long-Term
Our compensation programs are designed in a manner that provides incentives to our named executive officers to achievebetween short- and long-term financial operatingobjectives is a key element of our compensation program. These incentives are designed to drive the achievement of financial, operational, and strategic objectives.goals over both short and long durations. To fosterencourage a focus on long-term view among our executives,success, our compensation programs provide longer-termstructure includes equity incentives in the form of equity incentive compensation with a three-year vesting requirement and a variable performance-based component. The ultimate value of these long-term incentives on vestingcomponent tied to an executive depends upon our financialCompany performance over a three-year period and on the market value of the equity after the end of the vestingsame period. That value is largely dependent upon our Company’s future performance and market dynamics.
As shown in the charts below, 53% of the target compensation
These equity grants, in combination with the three-year performance period and our executive stock ownership requirements, reflect our program’s goals of rewarding our named executive officers for long-term performance periods.
In total, and as noted below, 81% of our Chief Executive Officer’s target compensation, and 61% of the target compensation of our other named executive officers, is “at-risk” compensation.
The amounts shown above for “at-risk” compensation include MIP cash incentives based on total target award levels and performance-based and time-based LTIP equity incentives based on grant date fair value. Those target award levels are also used in the calculation of percentages of total compensation.
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Competitive Positioning of NEO Compensation
OurCore Principle: Competitiveness & Retention
We utilize comprehensive compensation surveys and proxy data to compare each element of pay and total target compensation for each of our named executive officers against compensation of comparable positions at peer companies. Each named executive officer’s total target compensation opportunity generally is designed to approximate market median benchmark levels, with differences based on position, individual experience, impact and performance. The allocation between the elements of compensation — base pay, annual cash incentive compensation and long-term equity award value — may vary from the market in individual cases but is established in a way that keeps total target compensation consistent with the market.
When it determined 2022 target compensation levels for our named executive officers in February 2022, the Compensation Committee utilized compensation survey data and publicly disclosed proxy data supplied to the Committee by its independent consultant, Meridian. The Compensation Committee reviews this external market benchmarking data to compare our executive officer compensation against executive officer compensation paid by a peer group of industrial manufacturing and service companies.
The peer group includes companies that are of similar size and companies that engage in the food or transportation businesses that we believe compete with some of our businesses for customers, suppliers, executive talent and, ultimately, investors, and which provides a representative sample for comparison of executive pay levels, design practices, and financial and stock performance.
The revenue of the peer companies ranged from $709 million to $3.50 billion as of 2021 fiscal year end, with a median of $1,896 billion. Our Company’s global revenue was $2.17 billion in 2022. Although the companies included in the survey varied in revenue size and market capitalization, the survey utilized regression analysis to develop size-adjusted values for each element of compensation. The Compensation Committee reviews the peer group annually. For 2022 named executive officer compensation, the peer group consisted of the following 24 industrial companies, which was approved by the Compensation Committee after consulting with the Committee’s independent compensation consultant, Meridian. The Compensation Committee reviewed the peer group in 2022, following the determination of our NEOs' 2022 target compensation, and made several changes to the peer group for 2023. The Compensation Committee removed two peers (Welbilt, Inc. and SPX Flow), since the companies were acquired in 2022, and added two companies (Kennametal Inc. and Marel)Restricted Stock Units (RSUs).
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Performance Metrics Used in our Incentive Compensation Plan
Incentive compensation awards to our named executive officers in 2022 were based on performance targets tied to our continued year-over-year growth in EBITDA, improvement in EBITDA margin, achievement of FCF performance, our three-year EPS target and sustaining a high level of ROIC over a three-year period. For the named executive officers with divisional responsibilities, the performance targets were tied to a blend of their divisions’ continued year-over-year growth in EBITDA, improvement in EBITDA margin, achievement of FCF performance and overall corporate performance on such measures.
A description of each of these metrics is as follows:
Since our financial performance metrics are based on year-over-year improvements as well as average improvements over a three-year period, we preserve flexibility to adjust certain of these measures, when approved by our Compensation Committee, to account for the cumulative effect of unusual or non-recurring items, such as changes in tax law or accounting principles, charges relating to restructuring our businesses, significant acquisitions and divestitures, and foreign exchange movements.
To set our 2022 targets, for purposes of making year over year comparisons we used our 2021 results as the 2022 baseline. In the determination of our 2022 results for the performance-based incentive compensation awards, the Compensation Committee approved certain adjustments to account for unusual and non-recurring items. With respect to short-term performance metrics, we excluded the financial impact of restructuring charges (not including impairment), pension expense other than service cost, M&A related costs and the financial impact of acquisitions completed in 2022, the impact of the expense from the Company’s inventory valuation method of Last in First Out (LIFO), and the impact of foreign exchange translation on the Company’s financial results. For long-term performance metrics, we excluded restructuring charges (not including impairment), M&A related costs and the financial impact of acquisitions completed in 2022, the impact of the expense from the Company’s inventory valuation method of Last in First Out (LIFO), and the impact of foreign exchange translation on the Company’s financial results.
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Proposal 3 – Say on Pay
Components of Compensation Program
The following table presents, in summary form, each of the components of our named executive officer’sNEOs' compensation for 20222023 and briefly describes the purpose and characteristics of each of these components.
Compensation Component |
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| Management |
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Purpose |
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| Incentive to drive Near-Term Performance |
| Incentive to Drive Long-Term Performance |
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| Fixed Percentage of Base Salary |
| Fixed Cash Value Equity Opportunity |
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Form of Delivery |
| Cash |
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| Performance-based RSUs (60%) Time-based RSUs (40%) |
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Performance Scale | NA | BPI: 0% - 250% of target PPI: 0% - 200% of target (Maximum payout opportunity is capped at 200% of target) |
| Performance-based RSUs 0% - 200% |
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Additional Characteristics |
| Competitive with our peer group median (size adjusted) |
| Designed to reward for meeting or exceeding business (BPI) and personal (PPI) performance measures
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In addition to the components in the table, our executive officers are eligible for potential payments upon a change-in-control of the Company. This encourages executives to operate in the best interests of stockholders in the event of a change-in-control. Payments are contingent in nature and payable only if an executive officer’s employment is terminated or adversely impacted as specified under the change-in-control provisions of various plans.
Executives are also eligible for other potential post-employment payments. This includes potential payments under scenarios of death, disability, retirement or termination without cause. Payments are contingent in nature and payable only if executive officer’s employment is terminated under the arrangements of various plans.
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Proposal 3 – Say on Pay
We emphasizemarket standards. Emphasizing performance-based compensation, for our named executive officers; therefore, we generally provide only modest annual increases in base salary are generally modest unless an officer’s baseofficer's salary is significantly lower than thedeviates from comparable executive compensation market data.
Annual Cash
Our MIP component Plans: Adjustments Relating to 2023 Sale of AeroTech
| 2024 Proxy Statement | 31 | ||||
The maximum payout opportunity of the JBT annual incentive arrangement is capped at 200% of target. The target award value for each NEO is set forth below in the “Grants of Plan-Based Awards” table.
For 2022 MIP awards for all of our named executive officers, we utilized continued significant year-over-year growth in EBITDA, improvement in EBITDA margin, and achievement of FCF performance, with variations in weighting designed to address specific areas of focus within different divisions.
Annual MIP award opportunities for our named executive officers who had division management responsibilities also utilized division MIP targets for EBITDA, EBITDA margin and FCF, with variations in corporate target weighting relative to specific corporate level responsibilities and cross-business objectives.
The Compensation Committee established a range from “0.00” (at or below threshold) to “2.50” (performance far in excess of plan) for performance against each of these measures. Achievement of target performance for any metric would result in a “1.00” BPI rating. There was a minimum level for each measure below which a participant receives 0% of the target award, and correspondingly a maximum performance level which, even if exceeded, would not generate more than 250% of the BPI portion of the target award.
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Proposal 3 – Say on Pay
The following charts provide the performance curves for the corporateCompany BPI targets for 2022:
2023 for our NEOs (other than Mr. Burdakin). In light of the anticipated sale of our AeroTech business, Company BPI targets that excluded
| 32 | 2024 Proxy Statement | ||||
Messrs. Deck, Meister
For 2022 MIP awards, thecross-business objectives. (See "BPI Determination" below.)
| Overall Company Performance Measures | |||||||||||||||||||||||||||||||||||
| 0% Payout of Target BPI | 100% Payout of Target BPI | 250% Payout of Target BPI | 2023 Performance | Weight | BPI Payout | ||||||||||||||||||||||||||||||
| EBITDA* | $ | 217.0 | $ | 257.0 | $ | 290.0 | $ | 272.7 | 50% | 1.71 | |||||||||||||||||||||||||
| EBITDA Margin | 13.50 | % | 15.25 | % | 17.50 | % | 16.40 | % | 25% | 1.76 | |||||||||||||||||||||||||
| FCF* | 60.0 | % | 110.0 | % | 185.0 | % | 124.4 | % | 25% | 1.29 | |||||||||||||||||||||||||
| Total BPI Rating | 1.62 | ||||||||||||||||||||||||||||||||||
| Operations Performance Measures | |||||||||||||||||||||||||||||||||||
| 0% Payout of Target BPI | 100% Payout of Target BPI | 250% Payout of Target BPI | 2023 Performance | Weight | BPI Payout | ||||||||||||||||||||||||||||||
| EBITDA* | $ | 286.0 | $ | 324.0 | $ | 366.0 | $ | 335.3 | 50% | 1.47 | |||||||||||||||||||||||||
| EBITDA Margin | 17.50 | % | 19.00 | % | 22.00 | % | 20.10 | % | 25% | 1.57 | |||||||||||||||||||||||||
| FCF* | 90.0 | % | 120.0 | % | 195.0 | % | 122.3 | % | 25% | 1.05 | |||||||||||||||||||||||||
| Total BPI Rating | 1.39 | ||||||||||||||||||||||||||||||||||
| 2024 Proxy Statement | 33 | ||||
| | | | | | | | | | | | | | | |
Overall Company Performance Measures | |||||||||||||||
| | 0% Payout of | | | 100% Payout of | | | 250% Payout | | | 2022 | | | | BPI |
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| Target BPI |
| | Target BPI |
| | of Target BPI |
| | Performance |
| Weight |
| Payout |
EBITDA | $ | 260.0 | | $ | 300.0 | | $ | 345.0 | | $ | 283.0 | | 50 | % | 57 |
EBITDA Margin |
| 13.6 | % | | 14.0 | % | | 15.5 | % | | 12.9 | % | 25 | % | 0 |
FCF |
| 50.0 | % | | 75.0 | % | | 150.0 | % | | 54.0 | % | 25 | % | 16 |
Total BPI Rating |
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Table below.
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FoodTech Division Performance Measures | |||||||||||||||
| | 0% Payout of | | | 100% Payout of | | | 250% Payout | | | 2022 | | | | BPI |
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| Target BPI |
| | Target BPI |
| | of Target BPI |
| | Performance |
| Weight |
| Payout |
EBITDA | $ | 273.1 | | $ | 314.1 | | $ | 357.6 | | $ | 292.0 | | 50 | % | 46 |
EBITDA Margin* |
| 18.4 | % | | 19.2 | % | | 21.2 | % | | 18.1 | % | 25 | % | 0 |
FCF |
| 70.0 | % | | 105.0 | % | | 165.0 | % | | 82.1 | % | 25 | % | 41 |
Total BPI Rating |
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AeroTech Division Performance Measures | |||||||||||||||
| | 0% Payout of | | | 100% Payout of | | | 250% Payout | | | 2022 | | | | BPI |
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| Target BPI |
| | Target BPI |
| | of Target BPI |
| | Performance |
| Weight |
| Payout |
EBITDA | $ | 44.0 | | $ | 56.0 | | $ | 80.0 | | $ | 48.4 | | 50 | % | 36 |
EBITDA Margin |
| 8.5 | % | | 10.0 | % | | 13.0 | % | | 8.4 | % | 25 | % | 0 |
FCF |
| 60.0 | % | | 85.0 | % | | 130.0 | % | | 12.5 | % | 25 | % | 63 |
Total BPI Rating |
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Determination of PPI PayoutDetermination
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Proposal 3 – Say on Pay
These objectives differ from those utilized to determine performance ratings for establishing an executive officer’s base salary described above under “Components of Compensation Program — Base Salary.”
Our Chief Executive Officer provided the Compensation Committee his recommendation with respect to the PPI ratings for the performance of individual objectives for each of the other named executive officers.NEOs. For our Chief Executive Officer, the Compensation Committee solicits feedback from the independent directors, evaluates his performance in executive session, and uses that assessment to recommend his PPI rating to the independent directors. In determining our Chief Executive Officer’s individual performance PPI rating, the independent directors evaluated his performance on a variety of objectives tied to:
| 34 | 2024 Proxy Statement | ||||
Calculation of Total MIP PayoutContents
To illustrate how the annual MIP awards are determined under
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BPI | | |
$400,000 (base salary) x .60 (target) x .75 (BPI weighting) x 75% (Corporate BPI achievement) | $ | 135,000 |
PPI | | |
$400,000 (base salary) x .60 (target) x .25 (PPI weighting) x 115% (Individual PPI rating) | $ | 69,000 |
Total MIP Award Compensation: | $ | 204,000 |
The following table sets forth the potential MIP awards for 20222023 at threshold, target and maximum performance levels for our named executive officers,NEOs, and their actual MIP payouts driven by our overall financial performance in 2022.
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| Target MIP | | | | | | | | | | | | | | Actual MIP | ||
| Award as a | | | | | | | | | | | | | | Payout as a | ||
| % of | | MIP Award Opportunity | | Actual MIP | | % of | ||||||||||
Name | Base Salary | | Threshold |
| Target |
| Maximum |
| Payout |
| Target | ||||||
Brian A. Deck | 100 | % | | $ | 0 | | $ | 900,000 | | $ | 2,137,500 | | $ | 517,500 |
| 58 | % |
Matthew J. Meister | 65 | % | | $ | 0 | | $ | 301,158 | | $ | 715,250 | | $ | 167,143 | | 56 | % |
Robert J. Petrie | 60 | % | | $ | 0 | | $ | 260,488 | | $ | 618,658 | | $ | 296,891 | | 114 | % |
David C. Burdakin | 60 | % | | $ | 0 | | $ | 274,824 | | $ | 652,707 | | $ | 149,848 |
| 55 | % |
James L. Marvin | 55 | % | | $ | 0 | | $ | 228,800 | | $ | 543,400 | | $ | 124,696 | | 55 | % |
Carlos Fernandez | 60 | % | | $ | 0 | | $ | 277,947 | | $ | 660,124 | | $ | 102,938 |
| 37 | % |
| Target MIP Award as a % of Base Salary | MIP Award Opportunity | Actual MIP Payout | Actual MIP Payout as a % of Target | ||||||||||||||||||||||||||||||||
| Name | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||
| Brian A. Deck | 105% | $— | $976,500 | $1,953,000 | $1,503,810 | 154% | |||||||||||||||||||||||||||||
| Matthew J. Meister | 65% | $— | $318,500 | $637,000 | $482,528 | 152% | |||||||||||||||||||||||||||||
| Robert J. Petrie | 65% | $— | $288,085 | $576,170 | $407,677 | 142% | |||||||||||||||||||||||||||||
| Augusto Rizzolo | 65% | $— | $286,000 | $572,000 | $376,054 | 131% | |||||||||||||||||||||||||||||
| James L. Marvin | 60% | $— | $261,000 | $522,000 | $395,415 | 152% | |||||||||||||||||||||||||||||
David C. Burdakin (1) | 60% | $— | $283,200 | $566,400 | $113,165 | 40% | |||||||||||||||||||||||||||||
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A mentioned above, a
Proposal 3 – Say on Pay
Long-Term Incentive Compensation
Plan
| 2024 Proxy Statement | 35 | ||||
Earned Payoutspecified three-year period. We utilize average operating ROIC as a performance metric because it measures how efficiently and effectively, we use capital to generate profits. This metric is weighted at 30% of 2020 – 2022 Performance RSUs
Thethe overall performance calculation.
WeAeroTech sale). In addition, we achieved cumulative EPS9.9% ROIC, which is 71% of $12.42 overtarget. The combined attainment for Year 3 of the three-year performance period, which was below our threshold goal for cumulative EPS, and 10.2% average ROIC over the three-year performance period, which represented 53% of our goal for average ROIC. The cumulative EPS measureaward is weighted 70% and the average ROIC measure is weighted 30%119%.
| 36 | 2024 Proxy Statement | ||||
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| | | | | | | | | | | | | 2020-2022 | |
| | | 0% Payout of | | | 100% Payout of | | | 200% Payout | | 2020-2022 | | Performance as | |
Performance Measures |
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| | of Target Grant |
| Performance |
| a % of Target | |
Cumulative EPS | | $ | 13.62 | | $ | 15.92 | | $ | 19.83 | $ | 12.42 | | 0 | % |
Average ROIC | | | 9.1 | % |
| 12.1 | % |
| 15.1 | % | 10.2 | % | 53 | % |
Earned Payout | | | | | | | | | | | | | 16 | % |
| Performance Measures | 0% Payout of Target Grant | 100% Payout of of Target Grant | 200% Payout of of Target Grant | 2021-2023 Performance | 2021-2023 Performance as a % of Target | ||||||||||||||||||||||||
| Year 1 (2021) | |||||||||||||||||||||||||||||
| Diluted EPS | $ | 3.93 | $ | 4.31 | $ | 4.75 | $ | 3.82 | —% | ||||||||||||||||||||
| ROIC | 9.0 | % | 12.0 | % | 15.0 | % | 9.5 | % | 23.0% | ||||||||||||||||||||
| Combined Attainment (2021) | 7.0% | ||||||||||||||||||||||||||||
| Year 2 (2022) | |||||||||||||||||||||||||||||
| Diluted EPS | $ | 3.93 | $ | 4.74 | $ | 5.94 | $ | 4.81 | 105.0% | ||||||||||||||||||||
| ROIC | 9.0 | % | 12.0 | % | 15.0 | % | 10.8 | % | 69.0% | ||||||||||||||||||||
| Combined Attainment (2022) | 94.0% | ||||||||||||||||||||||||||||
| Year 3 (2023) | |||||||||||||||||||||||||||||
| Diluted EPS (First Half of Year) | $ | 1.73 | $ | 2.29 | $ | 3.27 | $ | 2.20 | 83.0% | ||||||||||||||||||||
| Diluted EPS (Second Half of Year) | $ | 1.41 | $ | 1.87 | $ | 2.66 | $ | 2.62 | 196.0% | ||||||||||||||||||||
| ROIC | 8.0 | % | 11.0 | % | 15.0 | % | 9.9 | % | 71.0% | ||||||||||||||||||||
| Combined Attainment (2023) | 119.0% | ||||||||||||||||||||||||||||
| Total Award Earned Payout | 73.0% | ||||||||||||||||||||||||||||
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| | LTIP Award Opportunity | | 2020-2022 Performance RSUs | ||||
Name |
| Target Number of |
| Maximum Number of |
| % of Target |
| Number of Shares |
Brian A. Deck | | 5,427 | | 10,854 | | 16 | % | 868 |
Matthew J. Meister | | 754 | | 1,508 | | 16 | % | 121 |
Robert J. Petrie | | 814 | | 1,628 | | 16 | % | 130 |
David C. Burdakin | | 2,744 | | 5,488 | | 16 | % | 439 |
James L. Marvin | | 2,171 | | 4,342 | | 16 | % | 347 |
Carlos Fernandez | | 2,714 | | 5,428 | | 16 | % | 434 |
| Performance RSU Award Opportunity | Actual Shares Earned | |||||||||||||||||||
| Name | Target Number of Shares | Maximum Number of Shares | % of Target Earned | Number of Shares Earned | ||||||||||||||||
| Brian A. Deck | 10,494 | 20,988 | 73.0 | % | 7,661 | |||||||||||||||
| Matthew J. Meister | 2,309 | 4,618 | 73.0 | % | 1,686 | |||||||||||||||
| Robert J. Petrie | 630 | 1,260 | 73.0 | % | 460 | |||||||||||||||
| Augusto Rizzolo | 420 | 840 | 73.0 | % | 307 | |||||||||||||||
| James L. Marvin | 2,204 | 4,408 | 73.0 | % | 1,609 | |||||||||||||||
| David C. Burdakin | 1,910 | 3,820 | 73.0 | % | 1,394 | |||||||||||||||
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| 37 | ||||
Earned Payout
the award was a performance-based RSU award and 40% was a time-based RSU award. The Board approved supplementaltime-based RSU award is earned in equal installments over a three-year period on each annual anniversary date of the award.
target award that should be earned. The two-year performance period for the special performance RSUs granted to our named executive officers in 2021 ended on December 31, 2022. In February 2023, the Compensation Committee evaluated the results of the two-year performance period for the special performance RSUs granted in 2021. It was determined that we achieved $3.82annual EPS in Year 1 of the award, which is below threshold, and 9.5% average ROIC, which is 23% of target. The combined attainment for Year 1 of the award for EPS and ROIC was 7% of target. In Year 2, we achieved $4.80 EPS, which is 62% of target, and 10.8% ROIC, which is 69% of target. The combined attainment for Year 2 of the award is 64%. As a result of the average combined attainment of Year 1 and Year 2, the special performance-based RSUs for the 2021 – 2022 period were earned at 36% of target. The EPSgrowth measure is weighted 70%, and the average annual operating ROIC measure is weighted 30%, and the two weighted measures are added together to determine the actual percentage payout of the target award amount. The performance period for these measures is three years.
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| | | 0% Payout of | | | 100% Payout of | | | 200% Payout | | 2021-2022 | | Performance as | |
Performance Measures |
| | Target Grant |
| | of Target Grant |
| | of Target Grant |
| Performance |
| a % of Target | |
Year 1 (2021) | | | | | | | | | | | | | | |
Diluted EPS | | $ | 4.00 | | $ | 4.38 | | $ | 4.95 | $ | 3.82 | | 0 | % |
ROIC | | | 9.0 | % |
| 12.0 | % |
| 15.0 | % | 9.5 | % | 23 | % |
Combined Attainment (2021) | | | | | | | | | | | | | 7 | % |
Year 2 (2022) | | | | | | | | | | | | | | |
Diluted EPS | | $ | 4.28 | | $ | 5.13 | | $ | 6.54 | $ | 4.80 | | 62 | % |
ROIC | | | 9.0 | % |
| 12.0 | % |
| 15.0 | % | 10.8 | % | 69 | % |
Combined Attainment (2022) | | | | | | | | | | | | | 64 | % |
Total Award Earned Payout | | | | | | | | | | | | | 36 | % |
| 38 | 2024 Proxy Statement | ||||
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| | LTIP Award Opportunity | | 2021-2022 Performance RSUs | ||||
Name |
| Target Number of |
| Maximum Number of |
| % of Target |
| Number of Shares |
Brian A. Deck | | 6,171 | | 12,342 | | 36 | % | 2,222 |
Matthew J. Meister | | 812 | | 1,624 | | 36 | % | 292 |
Robert J. Petrie | | 944 | | 1,888 | | 36 | % | 340 |
David C. Burdakin | | 3,394 | | 6,788 | | 36 | % | 1,222 |
James L. Marvin | | 2,509 | | 5,018 | | 36 | % | 903 |
Carlos Fernandez | | 3,161 | | 6,322 | | 36 | % | 1,138 |
Determination of 2022 Annual LTIP Award Size and MixAward: 2023 – 2025 Equity Awards
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Proposal 3 – Say on Pay
NEO’s LTIP award.
In 2022, the annual LTIP awards included two equity components: 60% was a performance-based RSU award and 40% was a time-based RSU award.
| 2024 Proxy Statement | 39 | ||||
| | | | | | |
| | | Performance-based RSU | | | |
Name |
| Time-based RSU | Target | Maximum | | Total Opportunity |
Brian A. Deck |
| 12,243 | 18,364 | 36,728 |
| 48,971 |
Matthew J. Meister | | 2,487 | 3,730 | 7,460 | | 9,947 |
Robert J. Petrie | | 1,722 | 2,582 | 5,164 | | 6,886 |
David C. Burdakin |
| 1,817 | 2,726 | 5,452 |
| 7,269 |
James L. Marvin | | 1,817 | 2,726 | 5,452 | | 7,269 |
Carlos Fernandez |
| 2,009 | 3,013 | 6,026 |
| 8,035 |
2023.
| Performance-based RSU 2023 Annual Award | |||||||||||||||||||||||
| Name | Time-based RSU | Target | Maximum | Total Opportunity at Maximum | |||||||||||||||||||
| Brian A. Deck | 13,116 | 19,674 | 39,348 | 52,464 | |||||||||||||||||||
| Matthew J. Meister | 2,824 | 4,235 | 8,470 | 11,294 | |||||||||||||||||||
| Robert J. Petrie | 2,004 | 3,006 | 6,012 | 8,016 | |||||||||||||||||||
| Augusto Rizzolo | 1,822 | 2,732 | 5,464 | 7,286 | |||||||||||||||||||
| James L. Marvin | 1,913 | 2,869 | 5,738 | 7,651 | |||||||||||||||||||
| David C. Burdakin | 1,731 | 2,596 | 5,192 | 6,923 | |||||||||||||||||||
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. Time-based RSUs accrue dividends on a quarterly basis.
Performance-Based LTIP Awards Granted in 2022
For performance-based LTIP
Vesting Date of 2023 Time-based RSU Award Name Time-based RSU Awarded February 22, 2024 February 22, 2025 February 22, 2026 Brian A. Deck 13,116 4,372 4,372 4,372 Matthew J. Meister 2,824 941 941 942 Robert J. Petrie 2,004 668 668 668 Augusto Rizzolo 1,822 607 607 608 James L. Marvin 1,913 638 638 637 David C. Burdakin 1,731 577 577 577
|
|
weighted measures are added together to determine the actual percentage payout of the target award amount. The performance period for these measures is three years.
The following charts provide the annual performance curves for EPS for the performance-based RSU awards granted in 2022 with the performance period ending December 31, 2024:
The following chart provides the annual performance curve for average ROIC for performance-based RSU awards granted in 2022:
Performance Goals and Potential Payouts for 2021 – 2023 Performance RSUs and 2022 – 2024 Performance RSUs
We have granted performance-based equity awards with a performance period of three years since 2015, and, as a result, we have overlapping performance periods with two additional performanceperformance-based RSU cycles currently in progress. The table below sets forthprogress as of the measures (adjusted inend of 2023 – (1) the manner2023 performance-based RSUs described under “Performance Metrics Used in our Incentive Compensation Plans” above)above and (2) the potential payouts for the 2021 – 2023, and 2022 – 2024 performance RSU awards to our named executive officers. The annual EPS measure for the 2021 and 2022 awards is weighted 70% and the average ROIC measure is weighted 30%.performance-based RSUs. The payout of the performance RSUs granted in 2021 will not be determinable until after the performance period2022 is
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Proposal 3 – Say based on Pay
completed on December 31, 2023,EPS and the payout of the performance RSUs granted in 2022ROIC measures and will not be determinable until after the performance period is completed on December 31, 2024. The annual EPS measure for the 2022 awards is weighted 70% and the average ROIC measure is weighted 30
| | | | | | | | | | |
2021 - 2023 Performance Period | ||||||||||
|
| 0% Payout of |
| 100% Payout of |
| 200% Payout of |
| |||
Performance Measures | | Target Grant | | Target Grant | | Target Grant |
| |||
3 Year EPS | | | | | | | | | | |
Year 1 | | $ | 3.93 | | $ | 4.31 | | $ | 4.75 | |
Year 2 | | $ | 3.93 | | $ | 4.74 | | $ | 5.94 | |
Year 3 | | $ | 3.93 | | $ | 5.21 | | $ | 7.43 | |
3 Year Average ROIC | |
| 9.0 | % |
| 12.0 | % |
| 15.0 | % |
%. For evaluation of performance against the ROIC metric for equity awards that have remaining performance period to be completed after 2022, the Compensation Committee has approved an adjustment to operating income from continuing operations to remove the impact of intangible amortization related to acquisitions, net of tax.
| | | | | | | | | | |
2022 - 2024 Performance Period | ||||||||||
|
| 0% Payout of |
| 100% Payout of |
| 200% Payout of |
| |||
Performance Measures | | Target Grant | | Target Grant | | Target Grant |
| |||
3 Year EPS | | | | | | | | | | |
Year 1 | | $ | 4.09 | | $ | 4.53 | | $ | 5.20 | |
Year 2 | | $ | 4.26 | | $ | 5.21 | | $ | 6.45 | |
Year 3 | | $ | 4.43 | | $ | 5.73 | | $ | 7.33 | |
3 Year Average ROIC | |
| 8.5 | % |
| 11.5 | % |
| 14.5 | % |
Beginning
| 40 | 2024 Proxy Statement | ||||
| 2024 Proxy Statement | 41 | ||||
| 42 | 2024 Proxy Statement | ||||
Summary Compensation Table later in this Proxy Statement.
Our Incentive Compensation Plan gives our
In September 2019, our Compensation Committee approved the adoption of an updated claw-back policy pertaining to executive officer incentive compensation. Under this policy, in the event that the Company is required to make an accounting restatement to correct an error that is material to previously issued financial statements due to (i) material noncompliance with any financial reporting requirement under the U.S. federal securities laws or (ii) errors, omissions or fraud, the Compensation Committee may take such action as it deems appropriate to recover from an executive officer any orSEC requirements and covers all of the excess incentive compensation that theour executive officer was awarded, whether or not the executive officer engaged in misconduct that caused
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Proposal 3 – Say on Pay
the need for a restatement. In addition, in the event of an executive officer’s serious misconduct, the Compensation Committee may take such action as it deems appropriate to recover from the executive officer gains realized or payments received pursuant to incentive plan awards.
“Serious misconduct” for this purpose means any action, failure to act or conduct which would constitute “cause” or a “disqualifying event” under an employment, severance or similar agreement with the Company or an incentive plan, severance plan or similar plan in which the executive officer participates, or any activity that is in competition with the Company’s business or material breach of any confidentiality or restrictive covenant obligations. “Excess incentive compensation” for this purpose means the amount of incentive compensation in excess of what would have been awarded to the executive officer under the circumstances reflected by the restatement. Incentive compensation covered by the claw-back policy includes any cash, equity or equity-based compensation, payment or award under any incentive plan, that was granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure and deemed to be received by an executive officer during the 36-month period preceding the date on which the Company is required to make the restatement, or the 12-month period preceding the serious misconduct. Any right to recoupment under the claw-back policy is in addition to, and not in lieu of, other rights of recoupment available to the Company.
Our claw-back policy is periodically reviewed against market best practices by the Compensation Committee, with the assistance of its independent compensation consultant, Meridian. The Committee will be reviewing the new SEC and NYSE requirements for claw-back policies in 2023.
Impact of Section 162(m) of the Internal Revenue Code on Executive Compensation
| 2024 Proxy Statement | 43 | ||||
Pension Plans
A longer-term element of compensation for two of our named executive officers, Messrs. Marvin and Fernandez, has been an Internal Revenue Service qualified defined benefit plan (the “Pension Plan”) that provides income replacement retirement benefits. At the time of our spin-off from FMC Technologies, Inc. in 2008, we maintained the benefits package offered by our former parent company but we subsequently decided to freeze the Pension Plan effective December 31, 2009. Benefits earned as of that date were frozen; while no additional benefits will accrue for any of our U.S.-based non-bargaining unit production personnel, the benefit earned through that date will be paid when the employee retires. All employees can continue to earn service for vesting purposes and for eligibility for early retirement benefits. The pension freeze also impacts our non-qualified defined benefit plan (the “Non-Qualified Pension Plan”) described below.
The Pension Plan utilizes the same benefit calculation formula for our named executive officer covered by such plan as is used for non-bargaining unit production personnel and administrative and technical staff. Messrs. Marvin and Fernandez have accrued pension benefits under the pension plans as a result of their tenure with our predecessor, FMC Technologies, Inc. and Mr. Fernandez also accrued pension benefits as a result of his tenure with FMC Technologies, Inc.’s predecessor, FMC Corporation. None of the other named executive officers has accrued benefits under the pension plans.
Savings Plans
Most of our United States-based employees, including our named executive officers, are eligible to participate in our tax-qualified savings and investment plan (the “Qualified Savings Plan”). This plan provides an opportunity for employees to save for retirement on both a pre-tax and after-tax basis. Employees exceeding the Internal Revenue Service compensation limit for highly compensated employees can contribute between
|
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Proposal 3 – Say on Pay
0% and 20% of base pay and eligible incentives through pre-tax and after-tax contributions up to the maximum amount prescribed by law and the plan limits, and employees not considered highly compensated under Internal Revenue Service regulations can also contribute up to 75% of base pay and eligible incentives. In order to maintain a competitive benefit package that will retain and attract employees, we match 150% of the first 1% of each employee’s contributions and 100% of employee contributions between 1% and 6% of pay, for a total matching contribution of up to 6.5% of pay.
Our named executive officers are also eligible to participate in a pre-tax non-qualified defined contribution plan (the “Non-Qualified Savings Plan”), which provides executives and employees who may reach contribution limits imposed by the Internal Revenue Service for the Qualified Savings Plan with the opportunity to participate in a tax advantaged savings plan comparable to the Qualified Savings Plan. The investment options offered to participants in our Non-Qualified Savings Plan are similar to those offered in our Qualified Savings Plan. For a description of the Non-Qualified Savings Plan, please see “Non-Qualified Deferred Compensation Table for Fiscal Year 2022.”
Our named executive officer based in Sweden was eligible for the Swedish ITP2 pension plan for a small portion of 2022. The Swedish ITP2 is a defined benefit arrangement mainly for employees born before 1979. The pension contributions are calculated under the Swedish collectum rules and are based on age, salary, estimated service time, and coordination with previous paid up policies. In addition, our Sweden-based NEO was also eligible for the Alternative ITP pension plan during the same eligibility period of the ITP. The Alternative ITP plan is an arrangement which allow premiums on earning over 7,5 Income Base Amounts (SEK 532,500 in 2022) to be saved in a defined contribution plan. Pursuant to the effective date of the final employment agreement for this appointment, as indicated in the employment agreement, the Sweden-based NEO receives a monthly pension contribution under a defined contribution arrangement into an individual retirement plan. The pension contribution into the individual retirement plan is equal to 20% of the NEO’s fixed monthly salary. Any 2022 pension plan contributions under the defined contribution arrangements are noted in the “All Other Compensation” table below.
Change-in-Control Benefits
We maintain executive severance agreements with each of our other named executive officers 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 named executive officer’s base salary and annual short-term 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 of our change-in-control agreements condition continuing availability of benefits on compliance with non-compete and non-solicitation provisions. These agreements are designed to ensure that we can 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 the named executive officers’ executive severance agreements are comparable to benefits for which executives in similar positions at peer companies are eligible under their change-in-control agreements. The competitive nature of these benefits is reviewed and analyzed periodically by our Compensation Committee with the assistance of the Committee’s independent compensation consultant.
Unvested RSUs will vest after the occurrence of a change-in-control only if the RSUs are not assumed by the successor on the effective date of such transaction, 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 at 100% of the target award within 70 days. Please see “Compensation Tables and Explanatory Information — Potential Payments Upon Termination — Potential Payments Upon Change-in-Control.”
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Proposal 3 – Say on Pay
General Executive Severance Benefits
All of our named executive officers participate in our executive severance plan. Under our executive severance plan, named executive officers who lose their job through no fault of their own are entitled to receive 15 months (24 months in the case of our Chief Executive Officer and President) of severance pay (limited to base pay and the executive’s target annual cash incentive, if any), their pro-rated target annual cash incentive, through the date of termination, payment of a lump sum equivalent to the value of the employer portion of the monthly premiums for medical and dental benefits for the same severance period, outplacement services, and tax preparation and financial planning assistance for the last calendar year of employment.
We have also entered into “double-trigger” executive severance agreements with our named executive officers pursuant to which they would be eligible for enhanced severance or other benefits upon a covered termination of employment within 24 months after a change-in-control. See “Potential Payments Upon Termination” for a further description of the terms and potential amounts payable under our executive severance plan and the severance agreements for our named executive officers.
We entered into these severance arrangements to provide competitive compensation and employment protections and to ensure that, in the context of an actual or potential change-in-control, our named executives would be able to focus on the continued performance of their duties without undue concern over the impact of such a transaction on their employment. The availability of these severance benefits is conditioned on the executive’s compliance with non-disclosure, non-compete and non-solicitation covenants. Change-in-control agreements and severance benefits are exclusive of one another, and in no circumstances would any of our named executive officers receive benefits under both a change-in-control agreement and our general executive severance plan.
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.”
Impact of Retirement on Outstanding LTIP Awards
In the event of a named executive officer’s retirement from the Company upon or after attaining age 62 and a specified number of years of service, any unvested LTIP equity or cash awards remain outstanding after retirement and vest on the originally scheduled vesting date. This permits flexibility in retirement planning, permits us to provide an incentive for the vesting period and does not penalize our employees who receive long-term cash and equity awards as incentive compensation in the three years before they retire
Generally, separation prior to attaining age 62 and 10 years of service would result in the forfeiture of unvested awards. The Compensation Committee may also selectively grant awards that will permit unvested equity awards outstanding after retirement to vest on their originally scheduled vesting date following a retirement of an NEO upon or after attaining the age of 62 and 5 years of service. This variation allows the Company the option to offer long-term equity incentive compensation as a means of retaining and attracting personnel hired near their retirement or to incentivize existing employees who are nearing retirement but who have not been with the Company for a full ten-year period.
Perquisites
We provide limited perquisites to our executive officers in order to facilitate the performance of their managerial and external marketing roles and to ensure a competitive total compensation package. The perquisites we currently provide to our executives include financial counseling fee reimbursement, executive physical exam, executive disability insurance, parking fees and other minor expenses associated with their business responsibilities. We maintain an arrangement with NetJets for use of chartered aircraft and associated ground travel as necessary.We allow Mr. Deck to use a portion of our allotted travel time on NetJets aircraft, for personal use. Mr. Deck is permitted up to 15 hours of personal aircraft use annually. This is a taxable benefit to Mr. Deck.
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Proposal 3 – Say on Pay
Stock Ownership Requirements
level.
| | | | | | |
| | | | Number of Shares | | |
| | Multiple of | | Required to be | | Shares Held as of |
Executive Officer |
| Base Salary |
| Held as of 12/31/2022 |
| 12/31/2022 |
Brian A. Deck |
| 5.0 |
| 49,272 |
| 87,297 |
Matthew J. Meister (1) | | 3.0 | | 6,899 | | 8,653 |
Robert J. Petrie (2) | | 3.0 | | 3,510 | | 5,342 |
David C. Burdakin | | 3.0 | | 15,046 | | 42,181 |
James L. Marvin | | 2.0 | | 9,110 | | 16,462 |
| Executive Officer | Multiple of Base Salary | Number of Shares Required to be Held as of 12/31/20 | Shares Held as of 12/31/202 | ||||||||||||||
| Brian A. Deck | 5.0 | 46,757 | 121,575 | ||||||||||||||
| Matthew J. Meister | 3.0 | 14,781 | 16,162 | ||||||||||||||
| Robert J. Petrie | 3.0 | 14,484 | 10,396 | ||||||||||||||
| Augusto Rizzolo | 3.0 | 13,273 | 6,907 | ||||||||||||||
| James L. Marvin | 2.0 | 8,748 | 20,950 | ||||||||||||||
(1)
(2) Mr. Petrie’s required share holdings as of December 31, 2022 reflect that his ownership requirement has been pro-rated to reflect his transition into the Executive Vice President and President, Protein position.
RISK IN COMPENSATION PROGRAMS
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Proposal 3 – Say on Pay
February 22, 2023 meeting, the Compensation Committee requested its independent compensation consultant, Meridian, to advise the Committee on whether we had any areas of compensation which appeared to encourage
| 44 | 2024 Proxy Statement | ||||
Polly B. Kawalek, Chair | ||||||
Alan D. Feldman | ||||||
Lawrence V. Jackson | ||||||
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2023
| | | | | | | | | | | | | | | | | | |
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| |
| |
| |
| |
| |
| Change in |
| |
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| | | | | | | | | | | | | | Pension Value | | | | |
| | | | | | | | | | | | | | and Non- | | | | |
| | | | | | | | | | | | | | Qualified | | | | |
| | | | | | | | | | | | Non-Equity | | Deferred | | | | |
| | | | | | | | Stock | | Option | | Incentive Plan | | Compensation | | All Other | | |
Name and Principal | | | | Salary | | Bonus | | Awards | | Awards | | Compensation | | Earnings | | Compensation | | Total |
Position in 2022 | | Year | | ($) | | ($) | | ($)(1) | | ($) | | ($) | | ($)(2) | | ($)(3) | | ($) |
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i) |
| (j) |
Brian A. Deck |
| 2022 | | 888,461 | | — | | 3,199,962 | | — | | 517,500 | | — | | 185,551 | | 4,791,474 |
President and Chief |
| 2021 | | 850,000 | | | | 3,382,066 | | | | 631,125 | | | | 160,786 | | 5,023,977 |
Executive Officer |
| 2020 | | 653,964 | | 500,000 | | 1,400,007 | | — | | 193,125 | | — | | 136,151 | | 2,883,247 |
| | | | | | | | | | | | | | | | | | |
Matthew J. Meister |
| 2022 | | 457,938 | | — | | 649,988 | | — | | 167,143 | | — | | 75,599 | | 1,350,668 |
Executive Vice President |
| 2021 | | 440,000 | | — | | 666,185 | | — | | 218,790 | | — | | 54,077 | | 1,379,052 |
and Chief Financial Officer | | 2020 | | 320,904 | | 140,000 | | 125,072 | | — | | 58,000 | | — | | 28,107 | | 672,083 |
| | | | | | | | | | | | | | | | | | |
Robert J. Petrie (4) | | 2022 | | 430,406 | | — | | 449,983 | | — | | 296,891 | | — | | 96,308 | | 1,273,588 |
Executive Vice President | | | | | | | | | | | | | | | | | | |
and President, Protein | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
David C. Burdakin |
| 2022 | | 453,877 | | — | | 474,970 | | — | | 149,848 | | — | | 69,497 | | 1,148,192 |
Executive Vice President |
| 2021 | | 436,077 | | — | | 940,158 | | — | | 202,620 | | — | | 67,600 | | 1,646,455 |
and President, AeroTech |
| 2020 | | 407,614 | | — | | 455,014 | | — | | 116,875 | | — | | 98,808 | | 1,078,311 |
| | | | | | | | | | | | | | | | | | |
James L. Marvin |
| 2022 | | 412,308 | | — | | 474,970 | | — | | 124,696 | | (70,320) | | 74,697 | | 1,016,351 |
Executive Vice President, |
| 2021 | | 390,846 | | | | 883,736 | | | | 162,250 | | 2,382 | | 73,118 | | 1,512,332 |
General Counsel and |
| | | | | | | | | | | | | | | | | |
Assistant Secretary | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Carlos Fernandez (5) |
| 2022 | | 444,440 | | — | | 525,050 | | — | | 102,938 | | (152,974) | | 69,391 | | 988,845 |
Former Executive | | 2021 | | 430,615 | | — | | 941,823 | | — | | 245,106 | | (18,079) | | 43,754 | | 1,643,219 |
Vice President |
| 2020 | | 379,462 | | — | | 450,039 | | — | | 117,000 | | 80,020 | | 67,770 | | 1,094,291 |
and President, |
| | | | | | | | | | | | | | | | | |
Diversified Food & Health | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Name and Principal Position in 2023 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||
| Brian A. Deck | 2023 | 921,901 | — | 3,600,014 | — | 1,503,810 | — | 150,374 | 6,176,099 | ||||||||||||||||||||
| President and Chief | 2022 | 888,461 | — | 3,199,962 | — | 517,500 | — | 185,552 | 4,791,475 | ||||||||||||||||||||
| Executive Officer | 2021 | 850,000 | — | 3,382,066 | — | 631,125 | — | 160,786 | 5,023,977 | ||||||||||||||||||||
| Matthew J. Meister | 2023 | 482,958 | — | 775,008 | — | 482,528 | — | 63,079 | 1,803,573 | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | 2022 | 457,938 | — | 649,988 | — | 167,143 | — | 75,599 | 1,350,668 | ||||||||||||||||||||
| 2021 | 440,000 | — | 666,185 | — | 218,790 | — | 54,077 | 1,379,052 | |||||||||||||||||||||
Robert J. Petrie (4) | 2023 | 473,660 | — | 550,048 | — | 407,677 | — | 143,751 | 1,575,136 | ||||||||||||||||||||
| Executive Vice President | 2022 | 430,406 | — | 449,983 | — | 296,891 | — | 96,308 | 1,273,588 | ||||||||||||||||||||
| and President, Protein | |||||||||||||||||||||||||||||
| Augusto Rizzolo | 2023 | 433,287 | — | 499,983 | — | 376,054 | — | 62,336 | 1,371,660 | ||||||||||||||||||||
| Executive Vice President | |||||||||||||||||||||||||||||
| and President, | |||||||||||||||||||||||||||||
| Diversified Food & Health | |||||||||||||||||||||||||||||
| James L. Marvin | 2023 | 429,984 | — | 525,016 | — | 395,415 | — | 70,185 | 1,420,600 | ||||||||||||||||||||
| Executive Vice President, | 2022 | 412,308 | — | 474,970 | — | 124,696 | — | 74,697 | 1,086,671 | ||||||||||||||||||||
| General Counsel and | 2021 | 390,846 | — | 883,736 | — | 162,250 | 2,382 | 73,118 | 1,512,332 | ||||||||||||||||||||
| Assistant Secretary | |||||||||||||||||||||||||||||
David C. Burdakin (5) | 2023 | 288,522 | 400,000 | 475,061 | — | 113,165 | — | 47,775 | 1,324,523 | ||||||||||||||||||||
| Former Executive Vice | 2022 | 453,877 | — | 474,970 | — | 149,848 | — | 69,497 | 1,148,192 | ||||||||||||||||||||
| President and President, | 2021 | 436,077 | — | 940,158 | — | 202,620 | — | 67,600 | 1,646,455 | ||||||||||||||||||||
| AeroTech | |||||||||||||||||||||||||||||
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The grant date fair value of performance-based RSUs for fiscal year 2022 (including both the annual awards and the special awards)2023 assuming the target and maximum levels of performance was achieved are as follows:
| | | | |
|
| Fair Value Assuming Target |
| Fair Value Assuming |
Name | | Performance ($) | | Maximum Performance ($) |
Brian A. Deck |
| 1,919,956 | | 3,839,912 |
Matthew J. Meister | | 389,972 | | 779,944 |
Robert J. Petrie | | 269,948 | | 539,896 |
David C. Burdakin |
| 285,003 | | 570,006 |
James L. Marvin | | 285,003 | | 570,006 |
Carlos Fernandez |
| 315,009 | | 630,018 |
| Fair Value Assuming Target | Fair Value Assuming | ||||||||||
| Name | Performance ($) | Maximum Performance ($) | |||||||||
| Brian A. Deck | 2,160,008 | 4,320,016 | |||||||||
| Matthew J. Meister | 464,961 | 929,922 | |||||||||
| Robert J. Petrie | 330,029 | 660,058 | |||||||||
| Augusto Rizzolo | 299,946 | 599,892 | |||||||||
| James L. Marvin | 314,988 | 629,976 | |||||||||
| David C. Burdakin | 285,015 | 570,030 | |||||||||
| | | | | | | | | | | | | |
All Other Compensation | |||||||||||||
| |
| Company |
| |
| |
| |
| |
| |
| | | Contributions | | | | | | | | | | |
| Reimbursement | | to Qualified and | | Executive | | | | | | | | |
| for Professional | | Non-Qualified | | Disability | | Executive | | Vehicle & | | | | |
Name | Advisor Fees* | | Savings Plans** | | Insurance | | Physical | | Parking*** | | Other **** | | Total |
Brian A. Deck | 20,000 | | 96,718 | | 3,437 | | 5,500 | | 6,153 | | 53,742 | | 185,551 |
Matthew J. Meister | 20,000 | | 43,013 | | 2,447 | | 10,138 | | — | | — | | 75,599 |
Robert J. Petrie | 1,758 | | — | | — | | — | | 11,701 | | — | | 13,460 |
David C. Burdakin | 20,000 | | 40,165 | | 3,832 | | 5,500 | | — | | — | | 69,497 |
James L. Marvin | 20,000 | | 37,276 | | 3,677 | | 4,770 | | 6,153 | | 2,821 | | 74,697 |
Carlos Fernandez | 20,000 | | 44,164 | | 4,328 | | — | | — | | 899 | | 69,391 |
| All Other Compensation | |||||||||||||||||||||||
| Name | Reimbursement for Professional Advisor Fees* | Company Contributions to Qualified and Non-Qualified Savings Plans** | Executive Disability Insurance | Executive Physical | Parking*** | Other **** | Total | ||||||||||||||||
| Brian A. Deck | 20,000 | 83,253 | 3,437 | 5,820 | 6,222 | 31,642 | 150,374 | ||||||||||||||||
| Matthew J. Meister | 20,000 | 40,632 | 2,447 | — | — | — | 63,079 | ||||||||||||||||
| Robert J. Petrie | 27,905 | — | — | — | 13,945 | 101,901 | 143,751 | ||||||||||||||||
| Augusto Rizzolo | 20,000 | 40,180 | 2,156 | — | — | — | 62,336 | ||||||||||||||||
| James L. Marvin | 20,000 | 34,121 | 3,677 | 5,949 | 6,222 | 216 | 70,185 | ||||||||||||||||
| David C. Burdakin | 20,000 | 19,597 | 2,358 | 5,820 | — | — | 47,775 | ||||||||||||||||
executive for which we do not provide a gross-up.
For Mr. Petrie, the "
Other" compensation includes employer contributions to the retirement pension plan. (See "Savings Plan" above for details.) For Mr. Marvin, "Other" compensation includes a gift card awarded in recognition of 20 years of service under our service award program available to all employees.| 2024 Proxy Statement | 47 | ||||
|
|
engaged in management of AeroTech through close, Mr. Burdakin received the bonus payment outlined in column (d).
Proposal 3 – Say on Pay
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | All Other | | | | | | |
| | | | | | | | | | | | | | | | Stock | | All Other | | | | Grant |
| | | | | | | | | | | | | | | | Awards: | | Option | | Exercise | | Date Fair |
| | | | | | | | | | | | | | | | Number | | Awards: | | or Base | | Value of |
| | | | Estimated Possible Payouts | | | | | | | | of Shares | | Number of | | Price of | | Stock and | ||||
| | | | Under Non-Equity | | Estimated Possible Payouts | | of Stock | | Securities | | Option | | Option | ||||||||
| | Grant | | Incentive | | Under Equity Incentive | | or Units | | Underlying | | Awards | | Awards | ||||||||
Name | | Date | | Plan Awards | | Plan Awards (1) | | (#)(2) | | Options (#) | | ($/Sh) | | (3)(4) | ||||||||
|
| |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
| |
| |
| |
| |
| | | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | | | | | | | |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) |
Brian A. Deck |
| | | | | | | | | | | | | | | | | | | | | |
MIP - Cash |
| | | — | | 900,000 | | 2,137,500 | | | | | | | | | | | | | | |
Restricted Stock Units |
| 2/24/2022 | | | | | | | | | | | | | | 12,243 | | | | | | 1,280,006 |
Performance RSUs |
| 2/24/2022 | | | | | | | | | | 18,364 | | 36,728 | | | | | | | | 1,919,956 |
| | | | | | | | | | | | | | | | | | | | | | |
Matthew J. Meister |
| | | | | | | | | | | | | | | | | | | | | |
MIP - Cash |
| | | — | | 301,158 | | 715,250 | | | | | | | | | | | | | | |
Restricted Stock Units |
| 2/24/2022 | | | | | | | | | | | | | | 2,487 | | | | | | 260,016 |
Performance RSUs | | 2/24/2022 | | | | | | | | | | 3,730 | | 7,460 | | | | | | | | 389,972 |
| | | | | | | | | | | | | | | | | | | | | | |
Robert J. Petrie | | | | | | | | | | | | | | | | | | | | | | |
MIP - Cash | | | | — | | 260,488 | | 618,658 | | | | | | | | | | | | | | |
Restricted Stock Units | | 2/24/2022 | | | | | | | | | | | | | | 1,722 | | | | | | 180,035 |
Performance RSUs | | 2/24/2022 | | | | | | | | | | 2,582 | | 5,164 | | | | | | | | 269,948 |
| | | | | | | | | | | | | | | | | | | | | | |
David C. Burdakin |
| | | | | | | | | | | | | | | | | | | | | |
MIP - Cash |
| | | — | | 274,824 | | 652,707 | | | | | | | | | | | | | | |
Restricted Stock Units |
| 2/24/2022 | | | | | | | | | | | | | | 1,817 | | | | | | 189,967 |
Performance RSUs |
| 2/24/2022 | | | | | | | | | | 2,726 | | 5,452 | | | | | | | | 285,003 |
|
| | | | | | | | | | | | | | | | | | | | | |
James L. Marvin |
| | | | | | | | | | | | | | | | | | | | | |
MIP - Cash |
| | | — | | 228,800 | | 543,400 | | | | | | | | | | | | | | |
Restricted Stock Units |
| 2/24/2022 | | | | | | | | | | | | | | 1,817 | | | | | | 189,967 |
Performance RSUs |
| 2/24/2022 | | | | | | | | | | 2,726 | | 5,452 | | | | | | | | 285,003 |
| | | | | | | | | | | | | | | | | | | | | | |
Carlos Fernandez |
| | | | | | | | | | | | | | | | | | | | | |
MIP - Cash |
| | | — | | 277,947 | | 660,124 | | | | | | | | | | | | | | |
Restricted Stock Units |
| 2/24/2022 | | | | | | | | | | | | | | 2,009 | | | | | | 210,041 |
Performance RSUs |
| 2/24/2022 | | | | | | | | | | 3,013 | | 6,026 | | | | | | | | 315,009 |
| | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | Estimated Possible Payouts Under Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (3)(4) | ||||||||||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||
| ($) | ($) | ($) | (#) | (#) | (#) | ||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | ||||||||||||||||||||||||
| Brian A. Deck | |||||||||||||||||||||||||||||||||||
| MIP - Cash | — | 976,500 | 1,953,000 | ||||||||||||||||||||||||||||||||
| Restricted Stock Units | 2/22/2023 | 13,116 | 1,440,006 | ||||||||||||||||||||||||||||||||
| Performance RSUs | 2/22/2023 | 19,674 | 39,348 | 2,160,008 | |||||||||||||||||||||||||||||||
| Matthew J. Meister | |||||||||||||||||||||||||||||||||||
| MIP - Cash | — | 318,500 | 637,000 | ||||||||||||||||||||||||||||||||
| Restricted Stock Units | 2/22/2023 | 2,824 | 310,047 | ||||||||||||||||||||||||||||||||
| Performance RSUs | 2/22/2023 | 4,235 | 8,470 | 464,961 | |||||||||||||||||||||||||||||||
| Robert J. Petrie | |||||||||||||||||||||||||||||||||||
| MIP - Cash | — | 288,085 | 576,170 | ||||||||||||||||||||||||||||||||
| Restricted Stock Units | 2/22/2023 | 2,004 | 220,019 | ||||||||||||||||||||||||||||||||
| Performance RSUs | 2/22/2023 | 3,006 | 6,012 | 330,029 | |||||||||||||||||||||||||||||||
| Augusto Rizzolo | |||||||||||||||||||||||||||||||||||
| MIP - Cash | — | 286,000 | 572,000 | ||||||||||||||||||||||||||||||||
| Restricted Stock Units | 2/22/2023 | 1,822 | 200,037 | ||||||||||||||||||||||||||||||||
| Performance RSUs | 2/22/2023 | 2,732 | 5,464 | 299,946 | |||||||||||||||||||||||||||||||
| James L. Marvin | |||||||||||||||||||||||||||||||||||
| MIP - Cash | — | 261,000 | 522,000 | ||||||||||||||||||||||||||||||||
| Restricted Stock Units | 2/22/2023 | 1,913 | 210,028 | ||||||||||||||||||||||||||||||||
| Performance RSUs | 2/22/2023 | 2,869 | 5,738 | 314,988 | |||||||||||||||||||||||||||||||
| David C. Burdakin | |||||||||||||||||||||||||||||||||||
| MIP - Cash | — | 283,200 | 566,400 | ||||||||||||||||||||||||||||||||
| Restricted Stock Units | 2/22/2023 | 1,731 | 190,046 | ||||||||||||||||||||||||||||||||
| Performance RSUs | 2/22/2023 | 2,596 | 5,192 | 285,015 | |||||||||||||||||||||||||||||||
| 48 | 2024 Proxy Statement | ||||
2024.
|
|
Proposal 3 – Say on Pay
Outstanding Equity Awards at Fiscal 20222023 Year-End Table
| | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | ||||||||||||||
|
| |
| |
| |
| |
| |
| |
| |
| |
| Equity |
| | | | | | | | | | | | | | | | | | Incentive |
| | | | | | | | | | | | | | | | Equity | | Plan Awards: |
| | | | | | | | | | | | | | | | Incentive | | Market or |
| | | | | | | | | | | | | | | | Plan Awards: | | Payout |
| | | | | | | | | | | | | | Market | | Number of | | Value of |
| | | | | | | | | | | | | | Value of | | Unearned | | Unearned |
| | Number of | | Number of | | Number of | | | | | | Number of | | Shares or | | Shares, | | Shares, |
| | Securities | | Securities | | Securities | | | | | | Shares | | Units of | | Units, or | | Units, or |
| | Underlying | | Underlying | | Underlying | | | | | | or Units | | Stock | | Other | | Other |
| | Unexercised | | Unexercised | | Unexercised | | Option | | | | of Stock | | That Have | | Rights That | | Rights That |
| | Options | | Options | | Unearned | | Exercise | | Option | | That Have | | Not | | Have Not | | Have Not |
| | (#) | | (#) | | Options | | Price | | Expiration | | Not Vested | | Vested | | Vested | | Vested |
Name | | Exercisable | | Unexercisable | | (#) | | ($) | | Date | | (#)(1) | | ($)(2) | | (#)(3) | | ($)(4) |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
Brian A. Deck |
| — |
| — |
| — |
| — |
| — |
| 37,098 | | 3,388,160 | | 15,741 | | 1,437,626 |
Matthew J. Meister | | — | | — | | — | | — | | — | | 7,281 | | 664,974 | | 3,257 | | 297,462 |
Robert J. Petrie | | — | | — | | — | | — | | — | | 5,271 | | 481,400 | | 1,931 | | 176,358 |
David C. Burdakin |
| — |
| — |
| — |
| — |
| — |
| 8,380 | | 765,345 | | 2,454 | | 224,124 |
James L. Marvin | | — | | — | | — | | — | | — | | 7,904 | | 721,872 | | 2,552 | | 233,074 |
Carlos Fernandez | | | | | | | | | | | | 8,728 | | 797,128 | | 2,695 | | 246,134 |
| | | | | | | | | | | | | | | | | | |
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||
| Brian A. Deck | 0 | 0 | 0 | 0 | 0 | 67,640 | 6,726,798 | 19,237 | 1,913,120 | |||||||||||||||||||||||
| Matthew J. Meister | 0 | 0 | 0 | 0 | 0 | 14,280 | 1,420,146 | 4,066 | 404,364 | |||||||||||||||||||||||
| Robert J. Petrie | 0 | 0 | 0 | 0 | 0 | 8,613 | 856,563 | 2,865 | 284,924 | |||||||||||||||||||||||
| Augusto Rizzolo | 0 | 0 | 0 | 0 | 0 | 6,380 | 634,491 | 2,108 | 209,641 | |||||||||||||||||||||||
| James L. Marvin | 0 | 0 | 0 | 0 | 0 | 10,887 | 1,082,712 | 2,822 | 280,648 | |||||||||||||||||||||||
| David C. Burdakin | 0 | 0 | 0 | 0 | 0 | 10,142 | 1,008,622 | 2,640 | 262,548 | |||||||||||||||||||||||
| | | | | | | | | | | | |
Vesting Date |
| Brian A. Deck |
| Matthew J. Meister |
| Robert J. Petrie |
| David C. Burdakin |
| James L. Marvin |
| Carlos Fernandez |
January 4, 2023 | | — | | — | | 894 | | — | | — | | — |
March 10, 2023 | | 4,486 | | 624 | | 673 | | 2,268 | | 1,794 | | 2,243 |
May 14, 2023 | | 2,222 | | 292 | | 340 | | 1,222 | | 903 | | 1,138 |
March 8, 2024 | | 11,291 | | 2,485 | | 678 | | 2,055 | | 2,372 | | 2,213 |
February 24, 2025 | | 19,099 | | 3,880 | | 2,686 | | 2,835 | | 2,835 | | 3,134 |
| Vesting Date | Brian A. Deck | Matthew J. Meister | Robert J. Petrie | Augusto Rizzolo | James L. Marvin | David C. Burdakin | ||||||||||||||
| February 22, 2024 | 4,372 | 941 | 668 | 607 | 638 | 577 | ||||||||||||||
| March 8, 2024 | 14,754 | 3,247 | 886 | 591 | 3,099 | 2,685 | ||||||||||||||
| February 22, 2025 | 4,372 | 941 | 668 | 607 | 638 | 577 | ||||||||||||||
| February 24, 2025 | 29,015 | 5,894 | 4,080 | 1,360 | 4,307 | 4,307 | ||||||||||||||
| October 1, 2025 | 1,114 | |||||||||||||||||||
| February 22, 2026 | 15,127 | 3,257 | 2,311 | 2,101 | 2,205 | 1,996 | ||||||||||||||
2023.
| 2024 Proxy Statement | 49 | ||||
| | | | | | | | | | | | |
Vesting Date |
| Brian A. Deck |
| Matthew J. Meister |
| Robert J. Petrie |
| David C. Burdakin |
| James L. Marvin |
| Carlos Fernandez |
March 8, 2024 | | 3,498 | | 770 | | 210 | | 637 | | 735 | | 686 |
February 24, 2025 | | 12,243 | | 2,487 | | 1,721 | | 1,817 | | 1,817 | | 2,009 |
| Vesting Date | Brian A. Deck | Matthew J. Meister | Robert J. Petrie | Augusto Rizzolo | James L. Marvin | David C. Burdakin | ||||||||||||||
| February 24, 2025 | 6,121 | 1,243 | 861 | 287 | 909 | 1 | 909 | |||||||||||||
| February 22, 2026 | 13,116 | 2,823 | 2,004 | 1,821 | 1,913 | 1,731 | ||||||||||||||
2023.
|
|
Proposal 3 – Say on Pay
| | | | | | | | | |
| | Option Awards | | Stock Awards | |||||
|
| Number of Shares |
| Value Realized |
| Number of Shares |
| Value Realized | |
| | Acquired on Exercise | | on Exercise | | Acquired on Vesting | | on Vesting | |
Name | | (#) | | ($) | | (#) | | ($) | |
(a) | | (b) | | (c) | | (d) | | (e) | |
Brian A. Deck | | — | | — | | 4,110 | | | 498,379 |
Matthew J. Meister | | — | | — | | 531 | | | 64,389 |
Robert J. Petrie |
| — |
| — |
| 642 | | | 77,849 |
David C. Burdakin | | — | | — | | 2,338 | | | 283,506 |
James L. Marvin | | — |
| — |
| 1,645 | | | 199,473 |
Carlos Fernandez | | | | | | 2,055 | | $ | 249,189 |
2023.
| Option Awards | Stock Awards | |||||||||||||||||||
| Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | |||||||||||||||||
| Name | (#) | ($) | (#) | ($) | ||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||||
| Brian A. Deck | 0 | 0 | 6,708 | 710,502 | ||||||||||||||||
| Matthew J. Meister | 0 | 0 | 916 | 97,032 | ||||||||||||||||
| Robert J. Petrie | 0 | 0 | 1,907 | 192,347 | ||||||||||||||||
| Augusto Rizzolo | 0 | 0 | 305 | 32,346 | ||||||||||||||||
| James L. Marvin | 0 | 0 | 2,697 | 285,654 | ||||||||||||||||
| David C. Burdakin | 0 | 0 | 3,490 | 369,596 | ||||||||||||||||
Two of our named officers, Mr. Marvin and Mr. Fernandez, have a pension benefit with the Company. 2023
| | | | | | | | |
|
| |
| Number of |
| Present Value of |
| |
| | | | Years Credited | | Accumulated | | |
| | | | Service as of | | Benefit as of | | Payments During |
| | | | 12/31/2022 | | 12/31/2022 | | Last Fiscal Year |
Name | | Plan Name | | (#) | | ($) (1) | | ($) |
(a) | | (b) | | (c) | | (d) | | (e) |
James L. Marvin | | Pension Plan | | 6.75 | | 252,643 | | — |
| | Non-Qualified Pension Plan | | 6.75 | | 108,500 | | — |
Carlos Fernandez | | Pension Plan | | 13.25 | | 292,276 | | — |
| | Non-Qualified Pension Plan | | 13.25 | | 16,160 | | — |
| | | | | | | | |
| Number of Years Credited Service as of 12/31/2023 | Present Value of Accumulated Benefit as of 12/31/2023 | Payments During Last Fiscal Year | ||||||||||||
| Name | Plan Name | (#) | ($) (1) | ($) | ||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||
| James L. Marvin | Pension Plan | 6.75 | 253,396 | — | ||||||||||
| Non-Qualified Pension Plan | 6.75 | 94,933 | — | |||||||||||
| 50 | 2024 Proxy Statement | ||||
(a) the sum of:
|
|
Proposal 3 – Say on Pay
(b) the ratio of actual years of credited service to expected years of credited service at age 65.
The Pension Plan defines “normal retirement age” as 65 withprovides an unreduced early retirement benefit payable at age 62. Mr. Marvin, and Mr. Fernandez, our only named executive officers with a benefit, areis currently vested in theirhis accrued benefits under our Pension Plan. Eligibility under the Pension Plan terminates upon death or upon payment of the participant’s entire vested benefit. When we were established as a separate company from FMC Technologies, Inc. in July 2008, our employees who were formerly employed by FMC Technologies, Inc. received the benefit for years of credited service under FMC Technologies Inc.’s defined pension benefit plan. Our employees who were also formerly employed by FMC Corporation, FMC Technologies, Inc.’s predecessor, received the benefit for years of credited service under FMC Corporation’s defined pension benefit plan when FMC Technologies, Inc. was established as a separate company by FMC Corporation. Mr. Marvin was a former employee of FMC Technologies, Inc. and Mr. Fernandez was a former employee of both predecessor companies.
A participant in the Pension Plan who retires on or after their “early retirement date” is entitled to receive the
|
|
Proposal 3 – Say on Pay
Non-Qualified Pension Plan
| 2024 Proxy Statement | 51 | ||||
2023
| | | | | | | | | | |
|
| Executive |
| |
| Aggregate |
| |
| Aggregate |
| | Contributions | | Company | | Earnings | | Aggregate | | Balance |
| | in Last Fiscal | | Contributions | | in Last Fiscal | | Withdrawals/ | | at Last |
| | Year | | in Last Fiscal Year | | Year | | Distributions | | Fiscal Year End |
Name | | ($) (1) | | ($) (2) | | ($) (3) | | ($) | | ($) (4) |
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
Brian A. Deck |
| 121,567 | | 78,948 | | (91,393) | | — | | 958,638 |
Matthew J. Meister | | — | | 24,162 | | (4,276) | | — | | 43,077 |
David C. Burdakin | | 74,727 | | 22,847 | | (253,433) | | — | | 1,907,526 |
James L. Marvin |
| 81,125 | | 17,521 | | (91,121) | | — | | 570,164 |
Carlos Fernandez | | 170,675 | | 24,995 | | (508,220) | | — | | 2,103,320 |
| Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | |||||||||||||
| Name | ($) (1) | ($) (2) | ($) (3) | ($) | ($) (4) | ||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | ||||||||||||
| Brian A. Deck | $ | 133,590 | $ | 72,111 | $ | 101,254 | $ | — | $ | 1,265,553 | |||||||
| Matthew J. Meister | $ | — | $ | 20,806 | $ | 8,832 | $ | — | $ | 72,675 | |||||||
| Augusto Rizzolo | $ | 25,997 | $ | 22,045 | $ | 5,851 | $ | — | $ | 69,937 | |||||||
| James L. Marvin | $ | 31,174 | $ | 14,604 | $ | 94,115 | $ | — | $ | 710,098 | |||||||
| David C. Burdakin | $ | 83,833 | $ | 5,449 | $ | 193,905 | $ | — | $ | 2,190,673 | |||||||
2023.
Burdaki
n.The Non-Qualified Savings Plan provides executives and employees who may reach contribution limits imposed by the Internal Revenue Service for the Qualified Savings Plan with the opportunity to participate in a tax advantaged savings plan comparable to the Qualified Savings Plan. The investment options offered to
|
|
Proposal 3 – Say on Pay
participants in our Non-Qualified Savings Plan arefunds, similar to those offered in our Qualified Savings Plan. Participants may elect to defer up to 100% of their base pay or annual non-equity incentive compensation.
| 52 | 2024 Proxy Statement | ||||
| | | | | | | | |
| | Long-Term Incentive Compensation | ||||||
|
| Unearned |
| |
| |
| |
| | Performance-Based | | Performance-Based | | | | |
| | Restricted Stock Units | | Restricted Stock Units | | Time-Based | | |
| | That Have Not Vested (1) | | That Have Not Vested (2) | | Restricted Stock Units | | Total (3) |
Name | | ($) | | ($) | | ($) | | ($) |
Brian A. Deck |
| 1,437,626 | | 1,291,680 | | 2,096,389 | | 4,825,695 |
Matthew J. Meister |
| 297,462 | | 249,240 | | 415,643 | | 962,345 |
Robert J. Petrie | | 176,358 | | 153,982 | | 327,418 | | 657,758 |
David C. Burdakin |
| 224,124 | | 314,449 | | 450,896 | | 989,469 |
James L. Marvin | | 233,074 | | 287,690 | | 434,183 | | 954,947 |
Carlos Fernandez | | 246,134 | | 321,482 | | 475,647 | | 1,043,263 |
| Long-Term Incentive Compensation | ||||||||||||||
| Unearned Performance-Based Restricted Stock Units That Have Not Vested (1) | Performance-Based Restricted Stock Units That Have Not Vested (2) | Time-Based Restricted Stock Units | Total (3) | |||||||||||
| Name | ($) | ($) | ($) | ($) | ||||||||||
| Brian A. Deck | 1,913,120 | 3,499,466 | 3,227,351 | 8,639,937 | ||||||||||
| Matthew J. Meister | 404,364 | 736,670 | 683,420 | 1,824,454 | ||||||||||
| Robert J. Petrie | 284,924 | 443,687 | 412,916 | 1,141,527 | ||||||||||
| Augusto Rizzolo | 209,641 | 257,225 | 377,313 | 844,179 | ||||||||||
| James L. Marvin | 280,648 | 563,588 | 519,129 | 1,363,365 | ||||||||||
| David C. Burdakin | 262,548 | 527,403 | 481,239 | 1,271,190 | ||||||||||
2023.
|
|
(3)
Proposal 3 – Say on Pay
(3)Retirement will not result in accelerated vesting. In the event of an eligible retirement at age 62, all unvested LTIP awards described in the table above may be retained and will vest on their normal vesting date, and, in the case of performance-based awards, subject to the achievement of the performance conditions. The value of such awards on the vesting date will depend on the market price on that date and the extent to which the performance conditions are met.
| 2024 Proxy Statement | ||||||
|
|
Proposal 3 – Say on Pay
Executive Benefits and Payments for
| | | | | | | | | | | | |
| | Compensation($) | | Benefits and Perquisites($) | |
| ||||||
|
| |
| Pro-Rated |
| |
| Financial |
| |
| |
| | | | Target Annual | | | | Planning and | | | |
|
| | Severance | | Cash | | Medical and | | Tax Preparation | | Outplacement | |
|
Name | | Payment | | Incentive | | Dental Benefits (1) | | Assistance | | Services | | Total($) |
Brian A. Deck |
| 2,700,000 | | 900,000 | | 30,258 | | — | | 50,000 | | 3,680,258 |
Matthew J. Meister | | 955,598 | | 301,158 | | 4,860 | | — | | 50,000 | | 1,311,616 |
Robert J. Petrie | | 916,080 | | 274,824 | | 12,798 | | — | | 50,000 | | 1,253,702 |
David C. Burdakin | | 890,116 | | 277,947 | | 23,184 | | — | | 50,000 | | 1,241,247 |
James L. Marvin |
| 806,000 | | 228,800 | | 29,070 | | — | | 50,000 | | 1,113,870 |
| | | | | | | | | | | | |
| Compensation($) | Benefits and Perquisites($) | ||||||||||||||||||||||
| Name | Severance Payment | Pro-Rated Target Annual Cash Incentive | Medical and Dental Benefits (1) | Financial Planning and Tax Preparation Assistance | Outplacement Services | Total($) | |||||||||||||||||
| Brian A. Deck | 3,813,000 | 976,500 | 35,091 | — | 50,000 | 4,874,591 | |||||||||||||||||
| Matthew J. Meister | 1,010,625 | 318,500 | 588 | — | 50,000 | 1,379,713 | |||||||||||||||||
| Robert J. Petrie | 960,284 | 288,085 | 60,763 | — | 50,000 | 1,359,132 | |||||||||||||||||
| Augusto Rizzolo | 907,500 | 286,000 | 25,316 | — | 50,000 | 1,268,816 | |||||||||||||||||
| James L. Marvin | 870,000 | 261,000 | 23,455 | — | 50,000 | 1,204,455 | |||||||||||||||||
In the event
| 54 | 2024 Proxy Statement | ||||
|
|
Proposal 3 – Say on Pay
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:
A named executive officer’s
| 2024 Proxy Statement | 55 | ||||
for any years not yet completed.
|
|
Proposal 3 – Say on Pay
Executive Benefits and Payments for
| | | | | | | | | | | | | | | | | | | | |
| | Compensation($) | Benefits and Perquisites ($) |
| ||||||||||||||||
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | | | | | | | LTIP | | | | | | | | | | | |
|
| | | | | | | | Unearned | | LTIP | | | | | | | | | |
|
| | | | | | Pro- | | Performance- | | Performance- | | LTIP | | | | | | | |
|
| | | | | | Rated | | Based | | Based | | Time- | | | | | | | |
|
| | | | Annual | | Target | | Restricted | | Restricted | | Based | | Health | | | | | |
|
| | Base | | Cash | | Annual | | Stock Units | | Stock Units | | Restricted | | & | | Out- | | Excise | |
|
| | Salary | | Incentive | | Non-Equity | | That Have | | That Have | | Stock | | Welfare | | placement | | Tax | |
|
Name | | Multiple (1) | | Multiple | | Incentive | | Not Vested (2) * | | Not Vested (3) * | | Units * | | Benefits (4) | | Services | | Cutback (5) | | Total($) |
Brian A. Deck |
| 2,700,000 | | 2,700,000 | | 900,000 | | 1,437,626 | | 1,291,680 | | 2,096,389 | | 30,258 | | 50,000 | | (850,599) | | 10,355,354 |
| | | | | | | | | | | | | | | | | | | | |
Matthew J. Meister | | 926,640 | | 602,316 | | 301,158 | | 297,462 | | 249,240 | | 415,643 | | 4,860 | | 50,000 | | — | | 2,847,319 |
| | | | | | | | | | | | | | | | | | | | |
Robert J. Petrie | | 868,292 | | 520,975 | | 260,488 | | 176,358 | | 153,982 | | 327,418 | | 12,798 | | 50,000 | | — | | 2,370,311 |
| | | | | | | | | | | | | | | | | | | | |
David C. Burdakin |
| 916,080 | | 549,648 | | 274,824 | | 224,124 | | 314,449 | | 450,896 | | 23,184 | | 50,000 | | — | | 2,803,205 |
| | | | | | | | | | | | | | | | | | | | |
James L. Marvin |
| 832,000 | | 457,600 | | 228,800 | | 233,074 | | 287,690 | | 434,183 | | 29,070 | | 50,000 | | — | | 2,552,417 |
| | | | | | | | | | | | | | | | | | | | |
| Compensation($) | Benefits and Perquisites ($) | |||||||||||||||||||||||||||||||
| Name | Base Salary Multiple (1) | Annual Cash Incentive Multiple | Pro- Rated Target Annual Non-Equity Incentive | LTIP Unearned Performance- Based Restricted Stock Units That Have Not Vested (2) * | LTIP Performance- Based Restricted Stock Units That Have Not Vested (3) * | LTIP Time- Based Restricted Stock Units * | Health & Welfare Benefits(4) | Out- placement Services Excise Tax Cutback (5) | Excise Tax Cutback (5) | Total($) | ||||||||||||||||||||||
| Brian A. Deck | 2,790,000 | 2,929,500 | 976,500 | 1,913,120 | 3,499,466 | 3,227,351 | 35,091 | 70,000 | 15,441,028 | |||||||||||||||||||||||
| Matthew J. Meister | 980,000 | 637,000 | 318,500 | 404,364 | 736,670 | 683,420 | 588 | 70,000 | — | 3,830,542 | ||||||||||||||||||||||
| Robert J. Petrie | 960,284 | 576,170 | 288,085 | 284,924 | 443,687 | 412,916 | 60,763 | 70,000 | — | 3,096,830 | ||||||||||||||||||||||
| Augusto Rizzolo | 880,000 | 572,000 | 286,000 | 209,641 | 257,225 | 377,313 | 25,316 | 70,000 | — | 2,677,495 | ||||||||||||||||||||||
| James L. Marvin | 870,000 | 522,000 | 261,000 | 280,648 | 563,588 | 519,129 | 23,455 | 70,000 | — | 3,109,820 | ||||||||||||||||||||||
2023.
2023.
2023.
| 56 | 2024 Proxy Statement | ||||
| | | | | | |
|
| Number of securities to be |
| Weighted-average |
| Number of securities remaining |
| | issued upon exercise of | | exercise price of | | available for future issuance under |
| | outstanding options, warrants | | outstanding options, | | equity compensation plans (excluding |
Plan Category | | and rights (2) | | warrants and rights | | securities reflected in column (a)) |
|
| (a) |
| (b) |
| (c) |
Equity compensation plans approved by security holders: (1) |
|
|
|
|
|
|
Restricted Stock Units |
| 497,493 | | N/A | | 1,199,451 |
Subtotal |
| 497,493 | | — | | 1,199,451 |
Equity compensation plans not approved by security holders: |
| — | | — | | — |
Total |
| 497,493 | | — | | 1,199,451 |
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (2) | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||||||||
| (a) | (b) | (c) | ||||||||||||||||||
Equity compensation plans approved by security holders: (1) | ||||||||||||||||||||
| Restricted Stock Units | 539,548 | N/A | 1,121,428 | |||||||||||||||||
| Subtotal | 539,548 | — | 1,121,428 | |||||||||||||||||
| Equity compensation plans not approved by security holders: | — | — | — | |||||||||||||||||
| Total | 539,548 | — | 1,121,428 | |||||||||||||||||
|
|
(2)
Proposal 3 – Say on Pay
(2)This column includes unearned, unvested performance-based RSUs at a maximum payout level of 183,442198,742 shares. If our actual performance falls below the maximum level, fewer shares will be issued. The target payout level of these performance-based RSUs is 91,72199,371 shares. For financial statement reporting purposes, we estimated, based on actual results and forecasted results for the remainder of the applicable performance periods, that 99,685149,447 shares subject to performance conditions are expected to vest, and, as a result, an aggregate of 413,736490,253 shares of common stock would be issued upon vesting of all time-based and performance-based RSU awards outstanding at December 31, 2022.2023. Please see Note 10,12, “Stock-Based Compensation,” to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20222023 for additional information about the Incentive Compensation and Stock Plan.
| 2024 Proxy Statement | 57 | ||||
|
|
Proposal 3 – Say on Pay
| Pay | Performance | ||||||||||||||||||||||||||||||||||||||||
| Former PEO (1) | Current PEO (1) | Avg. of Other NEOs (2) | Value of $100 Initial Investment Based On (3): | Company Selected Performance Metric | |||||||||||||||||||||||||||||||||||||
| Year | SCT Total Comp. | Comp Actually Paid | SCT Total Comp. | Comp Actually Paid | SCT Total Comp. | Comp Actually Paid | JBT Cumulative TSR1 | S&P 1500 Industrial Machinery Cumulative TSR | Net Income ($M) | EPS | |||||||||||||||||||||||||||||||
| 2023 | N/A | $6,176,099 | $8,158,164 | $1,499,098 | $1,802,760 | $90 | $154 | $582.6 | $2.62 | ||||||||||||||||||||||||||||||||
| 2022 | N/A | $4,791,474 | $2,847,190 | $1,155,529 | $761,586 | $82 | $120 | $130.7 | $4.81 | ||||||||||||||||||||||||||||||||
| 2021 | N/A | $5,023,977 | $4,743,995 | $1,567,948 | $1,097,771 | $137 | $140 | $118.4 | $3.82 | ||||||||||||||||||||||||||||||||
| 2020 | $10,816,742 | -$1,473,084 | $2,883,247 | $1,632,239 | $995,544 | $455,638 | $102 | $115 | $108.8 | $3.79 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | |
| Pay | | Performance | ||||||||||
| PEO | | | | | | | ||||||
| Former PEO | | Current PEO | | Avg. of Other NEOs | | Value of $100 Initial Investment | | Company Selected | ||||
Year | SCT Total Comp. | Comp Actually Paid |
| SCT Total Comp. | Comp Actually Paid |
| SCT Total Comp. | Comp Actually Paid |
| JBT Cumulative TSR1 | S&P 1500 Industrial Machinery | Net Income | EPS |
2022 | N/A | | $4,791,474 | $2,847,190 | | $1,155,529 | $761,586 | | $82 | $120 | $130.7 | $4.81 | |
2021 | N/A | | $5,023,977 | $4,743,995 | | $1,567,948 | $1,097,771 | | $137 | $140 | $118.4 | $3.82 | |
2020 | $10,816,742 | -$1,473,084 | | $2,883,247 | $1,632,239 | | $995,544 | $455,638 | | $102 | $115 | $108.8 | $3.79 |
Former PEO refers to Thomas W. Giacomini.
Current PEO refers to Brian A. Deck.
| 58 | 2024 Proxy Statement | ||||
| | | | |
Year | SCT Total Comp | Deductions From | Additions to | CAP |
2022 | NA | NA | NA | NA |
2021 | NA | NA | NA | NA |
2020 | $10,816,742 | -$10,798,148 | -$1,491,678 | -$1,473,084 |
Reconciliation:
| Year | Summary Compensation Table Total for Current PEO ($) | Exclusion of Change in Pension Value for Current PEO ($) | Exclusion of Stock Awards for Current PEO ($) | Inclusion of Pension Service Cost for Current PEO ($) | Inclusion of Equity Values for Current PEO ($) | Compensation Actually Paid to Current PEO ($) | ||||||||||||||
| 2023 | 6,176,099 | — | (3,600,014) | — | 5,582,079 | 8,158,164 | ||||||||||||||
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Current PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Current PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO ($) | Total - Inclusion of Equity Values for Current PEO ($) | ||||||||||||||
| 2023 | 4,503,864 | 991,045 | — | 87,170 | — | 5,582,079 | ||||||||||||||
PEO SCT to CAP Reconciliation:
| | | | |
Year | SCT Total Comp | Deductions From | Additions to | CAP |
2022 | $4,791,474 | -$3,199,962 | $1,255,678 | $2,847,190 |
2021 | $5,023,977 | -$3,382,066 | $3,102,085 | $4,743,995 |
2020 | $2,883,247 | -$1,400,007 | $148,999 | $1,632,239 |
| | | | |
Year | SCT Total Comp | Deductions From | Additions to | CAP |
2022 | $1,155,529 | -$470,333 | $76,391 | $761,586 |
2021 | $1,567,948 | -$1,066,371 | $596,194 | $1,097,771 |
2020 | $995,544 | -$402,533 | -$137,374 | $455,638 |
(1) Reflects SCT reported change in pension value, grant date fair values of equity awards reported in “Stock Awards” column of the SCT for the covered fiscal year and for any awards granted in any prior fiscal year that were forfeited during the covered fiscal year, the fair value at the end of the prior fiscal year.
(2) Reflects fair values as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year, the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year, for awards that are granted and vest in the same fiscal year, the fair value as of the vesting date, the change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, and the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award and “CAP” pension values.
*Thomas Giacomini, formerly our PEO, resigned in September 2020. Due to the resignation, a significant number of his equity awards were forfeited.
|
|
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||||||
| 2023 | 1,499,098 | — | (565,023) | — | 868,685 | 1,802,760 | ||||||||||||||
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | ||||||||||||||
| 2023 | 706,867 | 139,405 | — | 22,413 | — | 868,685 | ||||||||||||||
Proposal 3 – Say on Pay
**The other named executive officers represented in this chart include: For 2020, Matthew Meister, David Burdakin, Paul Sternlieb, and Carlos Fernandez; for 2021, Matthew Meister, David Burdakin, Paul Sternlieb, Carlos Fernandez, and James Marvin; and for 2022, Matthew Meister, David Burdakin, Carlos Fernandez James Marvin and Robert Petrie.
***Mr. Sternlieb resigned October 2021. Due to this resignation, a significant number of equity awards were forfeited.
Most Important Measure Used to Determine CAP
•EBITDA is operating income plus depreciation and amortization. EBITDA growth is one of our primary internal performance measures designed to align incentive opportunities with our internal benchmark for generating operating cash flow. •EBITDA margin is operating income plus depreciation and amortization as a percentage of total revenue. We utilize EBITDA margin as a performance metric because it measures our ability to convert revenue into income. •Free cash flow conversion (FCF) is the sum of cash provided by continuing operating activities less capital expenditures, net of proceeds from disposal of assets, plus pension contributions divided by the net income from continuing operations. • |
| Annual operating ROIC takes our net income and after-tax net interest (or tax impacted EBIT) as a percentage of our average invested capital. Our average invested capital is the average month end sum of debt (net of cash equivalents) and equity (adjusted for accumulated other comprehensive pension income (or loss)). |
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| 59 | ||||
Relationship Between CAP and PVP Performance Metrics
| 60 | 2024 Proxy Statement | ||||
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| ||||
The table below shows the relationship betweencompensation actually paid to our PEO, the average of the compensation actually paid to our other NEOs and our company selected metric – Earning Per Share over threefour fiscal years ending December 31, 2022.
2023.
| 62 | 2024 Proxy Statement | ||||
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| 63 | ||||
PROPOSAL SUMMARY
Under the Dodd-Frank Act, stockholders must be given the opportunity to vote, on an advisory basis, on the frequency with which we include in our proxy statement an advisory vote on the compensation of our named executive officers at least once every six years. By voting on this proposal, stockholders may indicate whether they prefer that we hold this advisory vote on the compensation of our named executive officers every one, two, or three years. Alternatively, stockholders may abstain from voting on this proposal. We will conduct our next advisory vote on the frequency of our solicitation of advisory votes on our named executive officer compensation at our 2029 Annual Meeting of Stockholders.
The Board of Directors recommends that stockholders vote for holding a Say on Pay vote EVERY ONE YEAR for a number of reasons:
Vote Required
The frequency that receives the greatest number of votes will be the frequency considered to be recommended by our stockholders.
Effect of Proposal
Since the required vote is advisory, the result of the vote is not binding upon the Board of Directors and will not require the Board of Directors or the Compensation Committee to take any specific action regarding the frequency of this advisory vote. The Board of Directors and the Compensation Committee value the opinions of our stockholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board of Directors and the Compensation Committee will carefully consider the outcome of the advisory vote on the frequency with which we solicit Say on Pay votes on our named executive officer compensation and those opinions when making future compensation decisions.
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Proposal 5 – Auditor
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| ||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm |
|
| ||||||||||||
$(000s) 2021 2022 Audit Fees (1) 3,527 3,949 Audit-Related Fees (2) 88 105 Tax Fees (3) 146 68 All Other Fees 13 1 Total 3,774 4,123PROPOSAL SUMMARYPricewaterhouseCoopers LLP (PwC)The Audit Committee has served as oursole authority to appoint and replace the Company’s independent registered public accounting firm, since February 25, 2021 atwhich reports directly to the conclusionCommittee, and is directly responsible for its compensation and oversight of KPMG LLP’s (‘‘KPMG’’) service.its work. The Audit Committee believes that retaining PricewaterhouseCoopers LLP ("PwC") is in the best interests of the Board of DirectorsCompany and has approvedreappointed PwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and the2024. The Board of Directors has directed that we submit the selection of the independent auditors for ratification by the stockholders at the Annual Meeting.We are not required to submit the appointment of PwC for ratification by our stockholders. However, we are doing so as a matter of good corporate practice. If our stockholders do not ratify the appointment, then the Audit Committee may reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditor at any time during the year if the Audit Committee determines that such an appointment would be in our best interests and that of our stockholders.For 2021 and 2022, PwC’s fees were as follows:
Note: For 2021, KPMG’s total fees were $840,000 comprised of audit fees of $690,000 and audit related fees of $150,000.
The Audit Committee of the Board of Directors considered the effect of PwC’s non-audit services in assessing PwC’s independence and concluded that the provision of such services by PwC was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
The Audit Committee of the Board of Directors reviews all relationships between PwC and us, including the provision of non-audit services which have an increased potential of impairing the auditor’s independence. The Audit Committee pre-approved all audit and non-audit services provided by KPMG and PwC summarized in the tables above during 2021 and 2022, as applicable.
We have been advised by PwC that it will have a representative in attendance at the Annual Meeting through the virtual meeting website. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.
|
| ||||
| $(000s) | ||||||||||||||||||||
| 2022 | 2023 | |||||||||||||||||||
| Audit Fees (1) | 3,949 | 4,835 | ||||||||||||||||||
| Audit-Related Fees (2) | 105 | - | ||||||||||||||||||
| Tax Fees (3) | 68 | 67 | ||||||||||||||||||
| All Other Fees | 1 | 1 | ||||||||||||||||||
| Total | 4,123 | 4,903 | ||||||||||||||||||
Proposal 5 – Auditor
2.Audit-Related Fees: are assurance and related services that are traditionally performed by the independent auditor.
| 2024 Proxy Statement | ||||||
Barbara L. Brasier, Chair | ||||||
C. Maury Devine | ||||||
Charles L. Harrington | ||||||
| 2024 Proxy Statement |
| ||||
| Beneficial Ownership as of March 13, 2024 | ||||||||
| Name | Common Stock of John Bean Technologies Corporation | Percent of Class (1) | ||||||
Barbara L. Brasier (2) | 5,977 | * | ||||||
David C. Burdakin (3) | 40,584 | * | ||||||
| Brian A. Deck | 101,481 | * | ||||||
C. Maury Devine (2) | 46,207 | * | ||||||
Alan D. Feldman (2) | 61,573 | * | ||||||
Charles L. Harrington (2) | 4,431 | * | ||||||
Lawrence V. Jackson (2) | 6,501 | * | ||||||
Polly B. Kawalek (2) | 69,099 | * | ||||||
| James L. Marvin | 17,271 | * | ||||||
| Matthew J. Meister | 11,767 | * | ||||||
| Robert J. Petrie | 7,382 | * | ||||||
| Augusto Rizzolo | 6,337 | * | ||||||
| All directors and executive officers as a group (16 persons) | 356,307 | 1.1% | ||||||
(1)Percentages are calculated on the basis of the number of outstanding shares plus shares deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 as of March 13, 2024. An asterisk in this column indicates that the individual’s beneficial ownership is less than one percent of our outstanding Common Stock. (2)Includes shares (i) owned by the individual and (ii) RSUs credited to individual accounts of non-employee directors under the Incentive Compensation Plan (see “Information about the Board of Directors—Director Compensation”) that will vest within 60 days of March 13, 2024 The shares included in item (ii) consist of the following RSUs that will vest on May 1, 2024: Ms. Brasier, 1,258; Ms. Devine, 1,258; Mr. Feldman, 1,258; Mr. Harrington,2,096 ; Mr. Jackson, 1,677 ; and Ms. Kawalek, 2,096 . These shares are also included in the shares reported for all non-employee directors and executive officers as a group. Non-employee directors who meet the ownership criteria may elect to have these shares distributed at the time of vesting, which is one year after grant date. Non-employee directors have no power to vote or dispose of shares underlying the RSUs until they are distributed upon either the vesting date or at the time of cessation of their service on the Board of Directors. Until such distribution, these non-employee directors have an unsecured claim against us for such units. None of the non-employee directors hold any options to acquire shares of our Common Stock. (3)Mr. Burdakin's shares are not included in the shares reported for all non-employee directors and executive officers as a group. Mr. Burdakin was not an executive officer on March 13, 2024.
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| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class (1) | |||||||||
BlackRock, Inc. (2) | 5,183,478 | (2) | 16.30% | ||||||||
55 East 52nd Street | |||||||||||
| New York, NY 10055 | |||||||||||
The Vanguard Group (3) | 3,492,828 | (3) | 10.97% | ||||||||
| 100 Vanguard Boulevard | |||||||||||
| Malvern, PA 19355 | |||||||||||
| | | | | |
Name and Address of | | Amount and Nature of | | Percent of |
|
Beneficial Owner |
| Beneficial Ownership |
| Class (1) |
|
BlackRock, Inc. (2) |
| 5,462,027 | (2) | 17.10 | % |
55 East 52nd Street |
| |
| | |
New York, NY 10055 | | | | | |
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The Vanguard Group (3) |
| 3,619,838 | (3) | 11.05 | % |
100 Vanguard Boulevard | | | | | |
Malvern, PA 19355 |
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Champlain Investment Partners, LLC (4) | | 1,620,170 | (5) | 5.09 | % |
180 Battery Street | | | | | |
Burlington, VT 05401 | | | | | |
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2023, except that a late Form 4 was filed on behalf of each Section 16 reporting officer on March 15, 2023 relating to the vesting of performance shares that occurred on February 22, 2023 and that were not properly reported due to an administrative error by the Company.
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Others Matters
| 2024 Proxy Statement | 69 | ||||
James L. Marvin | ||||||
Executive Vice President, General Counsel and Assistant Corporate Secretary | ||||||
| 2024 Proxy Statement |
| ||||
with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares, and you are also invited to attend the Annual Meeting on the virtual meeting website. However, if you are not a stockholder of record, you may not vote these shares electronically during the Annual Meeting unless you obtain a legal proxy, executed in your favor, from the stockholder of record. Your broker or nominee is obligated to provide you with a voting instruction card for you to use. WHAT IS A BROKER NON-VOTE? Approval, on an advisory basis, of a non-binding resolution regarding the compensation of our named executive officers Majority of Votes Present (virtually or by proxy) and No Effect Will Act as Vote Against Ratification of our Audit Committee’s appointment of PwC LLP as our independent public accounting firm for Will Act as Vote Against CAN I ACCESS THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND John Bean Technologies Corporation•Approve on an advisory basis a non-binding resolution regarding the compensation of our named executive officers as described in this Proxy Statement;•Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024; and•Conduct any other business properly brought before the meeting and any adjournment or postponement thereof.WHO CAN VOTE?You can vote at the Annual Meeting if you were a holder of John Bean Technologies Corporation common stock (“Common Stock”) as of the close of business on March 17, 2023,13, 2024, which is the record date. Each share of Common Stock is entitled to one vote. As of March 17, 2023,13, 2024, there were 31,819,59431,827,101 shares of Common Stock outstanding and entitled to vote. The shares you may vote include those held directly in your name as a stockholder of record and shares held for you as a beneficial owner through a broker, bank or other nominee.Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their name. If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered the stockholder of record with respect to those shares. As thea stockholder of record, you have the right to grant your voting proxy to the persons appointed by us or to vote electronically during the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record72 2023 Proxy StatementQuestions and Answers About our 2023 Annual Meeting2024 Proxy Statement 71 Questions and Answers About our 2024 Annual MeetingA list of stockholders of record entitled to vote at the Annual Meeting will be accessible on the virtual meeting website during the meeting for those attending the meeting, and for ten days prior to the meeting, at our corporate offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602.HOW DO I VOTE?On March 31, 2023,28, 2024, we began to mail to our stockholders of record as of the close of business on March 17, 2023,13, 2024, either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet or a printed copy of these proxy materials. As permitted by Securities and Exchange Commission rules, we are making this Proxy Statement and our Annual Report available to our stockholders electronically via the Internet.If you received a notice of electronic availability, then you cannot vote your shares by filling out and returning the notice. The notice, however, provides instructions on how to vote by Internet, by telephone or by requesting and returning a paper proxy card or voting instruction card. Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the Annual Meeting on the virtual meeting website. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other nominee. You may vote your shares in one of the following ways:
InternetVisit the website noted on your proxy card to vote online.
PhoneUse the toll-free telephone number noted on your proxy card to vote by telephone.Mail
MailSign, date and return your proxy card in the postage pre-paid envelope provided to vote by mail.
During the MeetingCast your vote on the meeting website during the Annual Meeting.Telephone and Internet voting for stockholders of record will be available 24 hours a day, seven days a week, and will close at 11:59 p.m. Central Time on May 12, 2023.9, 2024. If you vote by telephone or through the Internet, you do not have to return a proxy card.WHO COUNTS THE VOTES?Our Board of Directors will designate individuals to serve as inspectors of election for the Annual Meeting. The inspectors will determine the number of shares outstanding and the number of shares represented at the Annual Meeting. They will also determine the validity of proxies and ballots, count all of the votes and determine the results of the actions taken at the Annual Meeting.HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?Your shares are counted as present at the Annual Meeting if you attend the meeting and vote electronically during the meeting or if you properly return a proxy by Internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of our outstanding shares of Common Stock as of March 17, 2023,13, 2024, must be present virtually or by proxy at the meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.Questions and Answers About our 2023 Annual MeetingIf a broker does not have discretion to vote shares held in street name on a particular proposal and does not receive instructions from the beneficial owner on how to vote the shares, the broker may return a proxy card without voting on that proposal. This is known as a broker non-vote.Proposals 1 2, 3 and 42 are not routine matters, and, therefore, your bank or broker may not vote your uninstructed shares on Proposals 1 or 2 3 and 4 on a discretionary basis. If you hold your shares in street name (through72 2024 Proxy Statement Questions and Answers About our 2024 Annual Meeting(through a bank, broker or other nominee) it is critical that you cast your vote if you want it counted on Proposals 1 2, 3 and 4.2. As a result, if you hold your shares in street name, and you do not instruct your bank or broker how to vote on Proposals 1 ,and 2, 3 and 4, no votes will be cast on those Proposals on your behalf. If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.If you are a beneficial owner, your bank, broker or other holder of record is permitted to vote your shares on Proposal 5,3, the ratification of the appointment of our auditor, even if the broker does not receive voting instructions from you.WHAT IS REQUIRED TO APPROVE THE PROPOSALS?The table below summarizes the voting requirements and the effects of broker non-votes and abstentions on each of the proposals to be voted upon at the Annual Meeting.Proposal RequiredApprovalBroker Non-VotesAbstentionsProposalMajority ofVotes CastRequired ApprovalNo Effect No EffectBroker Non-VotesAbstentionsElection of 3 directorsMajority of
Votes CastNo EffectNo EffectApproval of proposed amendment and restatement of our Certificate of Incorporation to declassify our Board of DirectorsMajority of Votes Present (virtually or by proxy) and
Entitled to VoteNo EffectWill Act as Vote Against
Entitled to VoteApproval, on an advisory basis, of a non-binding resolution regarding the frequency of which we seek an advisory vote on the compensation of our named executive officersFrequency receiving the greatest number of votes will be considered to be the stockholders’ recommendationNo EffectNo Effect2023Majority of Votes Present (virtually or by proxy) andEntitled to VoteN/AN/ACOULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?As of the date this Proxy Statement was printed, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.If other matters are properly presented at the Annual Meeting for consideration, the proxy holders designated on proxy cards or designated in the other voting instructions you have submitted will have the discretion to vote on those matters for you.Questions and Answers About our 2023 Annual Meeting20222023 ANNUAL REPORT ON THE INTERNET?The Notice of Annual Meeting, Proxy Statement and 20222023 Annual Report may be viewed and downloaded from the website www.proxyvote.com using the control number provided to access site.CAN I REVOKE A PROXY AFTER I SUBMIT IT?You may revoke your proxy at any time before it is exercised. You can revoke a proxy by:•Delivering a written notice revoking your proxy to our Corporate Secretary at our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602 prior to the cut-off for voting;•Delivering a properly executed, later-dated proxy prior to the cut-off for voting;•Voting again by telephone or through the Internet in accordance with the instructions provided to you for voting your shares prior to the cut-off for voting; or•Attending the Annual Meeting and voting electronically.2024 Proxy Statement ●Delivering a written notice revoking your proxy to our Corporate Secretary at our principal executive offices at 70 West Madison Street, Suite 4400, Chicago, Illinois 60602 prior to the cut-off for voting;73●Delivering a properly executed, later-dated proxy prior to the cut-off for voting;●Voting again by telephone or through the Internet in accordance with the instructions provided to you for voting your shares prior to the cut-off for voting; or●Attending the Annual Meeting and voting electronically.Questions and Answers About our 2024 Annual MeetingHOW CAN I ATTEND THE VIRTUAL ANNUAL MEETING?You are entitled to attend the virtual Annual Meeting only if you were a stockholder as of March 17, 2023,13, 2024, the record date for the Annual Meeting. You may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/JBT2023www.virtualshareholdermeeting.com/JBT2024 and using your 16‐digit control number to enter the meeting. If your shares are in the name of your broker or bank, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker or bank or other similar evidence of ownership. If you do not comply with these procedures, you may not be admitted to the virtual Annual Meeting.2023742024 Proxy Statement 75Appendix AAMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFJOHN BEAN TECHNOLOGIES CORPORATIONJOHN BEAN TECHNOLOGIES CORPORATION, a corporation organized and existing under the Laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:1.The present name of the Corporation is “John Bean Technologies Corporation.” The Corporation was originally incorporated under the name “Frigoscandia, Inc.” and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 12, 1994. SinceUponthe April 30, 2002 filing of a Certificate of Ownership and Merger and until the filing of an Amended and Restated Certificate of Incorporation of the Corporation on April 28, 2008, the Corporation has beenwasnamed FMC FoodTech Inc.2.This Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) was duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware. Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware, the amendments and restatement herein set forth have been duly adopted by the Board of Directors and the stockholders of the Corporation.3.Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Certificate of Incorporation restates and integrates and amends the provisions of the Certificate of Incorporation of this Corporation.4.The text of the Certificate of Incorporation is hereby restated and amended to read in its entirety as follows:ARTICLE IThe name of the corporation (which is hereinafter referred to as the “Corporation”) is:John Bean Technologies CorporationARTICLE IIThe address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.ARTICLE IIIThe purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.ARTICLE IVSection 1.The Corporation shall be authorized to issue 140,000,000 shares of capital stock, of which 120,000,000 shares shall be shares of Common Stock, $0.01 par value (“Common Stock”), and 20,000,000 shares shall be shares of Preferred Stock, $0.01 par value (“Preferred Stock”).Section 2.Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is hereby authorized by resolution or resolutions to fix the voting powers and dividends, if any, designations, powers, preferences, and the relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).Section 3.Except as otherwise provided by law or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.ARTICLE VSection 1.In anticipation of the possibility (i) that the Corporation will not be a wholly-owned subsidiary of FMC Technologies, Inc. and that FMC Technologies, Inc. may be a majority or significant stockholder of the Corporation, (ii) that the officers and/or directors of the Corporation may also serve as officers and/or directors of FMC Technologies, Inc., (iii) that the Corporation and FMC Technologies, Inc. may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and (iv) in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with FMC Technologies, Inc. (including possible service of officers and directors of FMC Technologies, Inc. as officers and directors of the Corporation), the provisions of this Article V are set forth to regulate and shall, to the fullest extent permitted by law, define the conduct of certain affairs of the Corporation as they may involve FMC Technologies, Inc. and its officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.Section 2.Except as may be otherwise provided in a written agreement between the Corporation and FMC Technologies, Inc., FMC Technologies, Inc. shall have no duty to refrain from engaging in the same or similar activities or lines of business as the Corporation, and, to the fullest extent permitted by law, neither FMC Technologies, Inc. nor any officer or director thereof (except as provided in Section 3 of this Article V) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty by reason of any such activities of FMC Technologies, Inc. In the event that FMC Technologies, Inc. acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both FMC Technologies, Inc. and the Corporation, FMC Technologies, Inc. shall, to the fullest extent permitted by law, have no duty to communicate or offer such corporate opportunity to the Corporation and shall, to the fullest extent permitted by law, not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation by reason of the fact that FMC Technologies, Inc. pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Corporation.Section 3.In the event that a director or officer of the Corporation who is also a director or officer of FMC Technologies, Inc. acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Corporation and FMC Technologies, Inc., such director or officer of the Corporation shall, to the fullest extent permitted by law, have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:(a)a corporate opportunity offered to any person who is an officer of the Corporation, and who is also a director but not an officer of FMC Technologies, Inc., shall belong to the Corporation;(b)a corporate opportunity offered to any person who is a director but not an officer of the Corporation, and who is also a director or officer of FMC Technologies, Inc. shall belong to the Corporation if such opportunity is expressly offered to such person in his or her capacity as a director of the Corporation, and otherwise shall belong to FMC Technologies, Inc.; and(c)a corporate opportunity offered to any person who is an officer of both the Corporation and FMC Technologies, Inc. shall belong to the Corporation if such opportunity is expressly offered to such person in his or her capacity as an officer of the Corporation, and otherwise shall belong to FMC Technologies, Inc.Section 4.Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article V.Section 5.For purposes of this Article V only:(a)A director of the Corporation who is Chairman of the Board of Directors or of a committee thereof shall not be deemed to be an officer of the Corporation by reason of holding such position (without regard to whether such position is deemed an office of the Corporation under the Amended and Restated By-Laws ("By-Laws") of the Corporation), unless such person is an employee of the Corporation; and(b)The term "Corporation" shall mean the Corporation and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns (directly or indirectly) 50 percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests. The term "FMC Technologies, Inc." shall mean FMC Technologies, Inc., a Delaware corporation, and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities (other than the Corporation, as defined in accordance with this paragraph) in which FMC Technologies, Inc. beneficially owns (directly or indirectly) 50 percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests.Section 6.Anything in this Certificate of Incorporation to the contrary notwithstanding, the foregoing provisions of this Article V shall terminate, expire and have no further force and effect on the date that (i) FMC Technologies, Inc. ceases to beneficially own Common Stock representing at least 20 percent of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote generally in the election of directors and (ii) no person who is a director or officer of the Corporation is also a director or officer of FMC Technologies, Inc. Neither the alteration, amendment, termination, expiration or repeal of this Article V nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article V shall eliminate or reduce the effect of this Article V in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article V, would accrue or arise, prior to such alteration, amendment, termination, expiration, repeal or adoption.ARTICLE VARTICLE VISection 1.Except as otherwise provided by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, the number of directors of the Corporation shall be fixed, and may be increased or decreased from time to time, exclusively by resolution of the Board of Directors.Section 2.Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.Section 3.The Prior to the annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”), thedirectors, other than those who may be elected by the holders of any class or series of Preferred Stock as set forth in this Certificate of Incorporation, shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. Class I shall be initially elected for a termDirectors elected at the annual meeting of stockholders held in 2023 shall serve out their three-year terms, and they and any successors shall stand for re-election to a one-year term at the 2026 Annual Meeting; directors with terms expiring at the annual meeting of stockholders to be held in 2009, Class II shall be initially elected for a term 2024 shall serve out the remainder of their current terms, and they and any successors shall stand for re-election to a two-year term at the annual meeting of stockholders to be held in 2024; and directors with termsexpiring at the annual meeting of stockholders to be held in 2010, and Class III shall be initially elected for a2025 shall serve out the remainder of their current terms, and they and any successors shall stand for re-election to a one-year term at the annual meeting of stockholders to be held in 20252011. Members of eachclass shall hold office until their successors are elected and qualified. At each succeeding annual meeting of the stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting Commencing with the 2026 Annual Meeting and at all subsequent annual meetings of stockholders, all directors shall be elected for a term expiringof office to expireat the next succeeding annual meeting of stockholders held in the third year following the year of their election. In, with each such director to hold office until their successor shall be elected and qualified, or their earlier death, resignation, retirement, disqualification or removal from office, and there shall no longer be any director class designation. Until the 2026 Annual Meeting, incase of any increase or decrease, from time to time, in the number of directors, other than those who may be elected by the holders of any class or series of Preferred Stock as set forth in this Certificate of Incorporation, the number of directors in each class shall be apportioned as nearly equal as possible.Section 4.Except as otherwise provided by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, any director or the entire Board of Directors may be removed from office at any time with or without cause, but only by the affirmative vote of the holders of at least 80 percent of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.Section 5.Except as otherwise provided by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until his or her successor shall be elected and qualified and, if the Board of Directors at such time is classified, until the next election of the class for which such director shall have been chosen. No decrease in the number of directors shall shorten the term of any incumbent director.ARTICLE VIARTICLE VIIIn furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend and repeal the By-Laws of the Corporation at any regular or special meeting of the Board of Directors or by written consent, subject to the power of the stockholders of the Corporation to adopt, amend or repeal any By-Laws. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of such Preferred Stock, the affirmative vote of the holders of at least 80 percent of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for stockholders to adopt, amend or repeal any provision of the By-Laws.ARTICLE VIIARTICLE VIIIThe Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of such Preferred Stock, the affirmative vote of not less than 80 percent of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, Article V, Article VI, Article VII, Article X, Article IX and this sentence of this Certificate of Incorporation.A-4 2023 Proxy StatementARTICLE VIIIARTICLE IXSection 1.A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.Section 2.Indemnification and Insurance.(a)Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.(b)If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal2023 Proxy Statement A-5counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.(c)The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.(d)The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.ARTICLE IXARTICLE XAny action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted; provided, however, that at such time as FMC Technologies, Inc. and its affiliates cease to beneficially own 50 percent or more of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote generally in the election of directors, anyAny action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of such a meeting.Except as otherwise required by law or provided by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors and any power of stockholders to call a special meeting is specifically denied. No business other than that stated in the notice of the special meeting shall be transacted at any special meeting.ARTICLE XIThe Corporation elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware until the first date on which FMC Technologies, Inc. and its affiliates cease to beneficially own 15 percent or more of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote generally in the election of directors, at which time Section 203 of the General Corporation Law of the State of Delaware shall apply to the Corporation.A-6 2023 Proxy StatementIN WITNESS WHEREOF, John Bean Technologies Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by James L. Marvin, its Executive Vice President, General Counsel and Assistant Corporate Secretary, this 28th day of April, 2008[__th day of _______], 2023.Name:James L. MarvinTitle: Executive Vice President, General Counsel and Assistant Corporate Secretary2023 Proxy Statement A-7
70 West Madison StreetSuite 4400Chicago, Illinois 60602Notice ofAnnual Meeting of StockholdersMay12, 2023
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ! ! ! V03083-P88648 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! JOHN BEAN TECHNOLOGIES CORPORATION Nominees: 3. Approve, on an advisory basis, a non-binding resolution regarding the compensation of the company's named executive officers. 4 Approve, on an advisory basis, a non-binding resolution regarding the frequency of future advisory votes regarding the compensation of the company's named executive officers. NOTE: Such other matters that may properly come before the Annual Meeting or at any postponement or adjournment thereof. 2. Approve the amendment and restatement of the company's certificate of incorporation to declassify the company's Board of Directors. 5. Ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2023. The Board of Directors recommends you vote FOR proposals 2 and 3, EVERY YEAR for proposal 4, and FOR for proposal 5. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1. Election of Directors The Board of Directors recommends you vote FOR the following: JOHN BEAN TECHNOLOGIES CORPORATION ATTN: JAMES L. MARVIN 70 WEST MADISON STREET SUITE 4400 CHICAGO, IL 60602 1c. Polly B. Kawalek 1a. Barbara L. Brasier 1b. Brian A. Deck EVERY THREE YEARS EVERY YEAR EVERY TWO YEARS ABSTAIN ! ! ! ! ! ! ! ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 11, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/JBT2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 11, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw
V03084-P88648 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting,2024 Proxy Statement and 2022 Annual Report are available at www.proxyvote.com. JOHN BEAN TECHNOLOGIES CORPORATION Annual Meeting of Stockholders May 12, 2023 9:30 AM CDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Brian A. Deck, Matthew J. Meister and Noah N. Popp, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of JOHN BEAN TECHNOLOGIES CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:30 AM, CDT on May 12, 2023, via live webcast at www.virtualshareholdermeeting.com/JBT2023, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side75 
76 2024 Proxy Statement 
2024 Proxy Statement 77
