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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to Section 240.14a-12

 

FRESH DEL MONTE PRODUCE INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


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  LOGO   A LETTER FROM OUR CHAIRMAN AND CEO   LOGO
        

April 22, 2022,

Dear Shareholder,

Thank you for your continued support and confidence in Fresh Del Monte. Our commitment to driving long-term shareholder value is paramount as you’ll see by the steps we’ve taken – and will continue to take – to distinguish ourselves as the leader in our industry.

We often use the phrase A Brighter World Tomorrow in much of our sustainability-related communications, but I couldn’t think of a better way to encapsulate the company’s broader vision and purpose. We truly are working to build A Brighter World Tomorrow’ for us as a company, for our customers, our consumers, our planet, and you, our shareholders.

It is undeniable that 2021 was a difficult year. For some, it may have even been tougher than 2020. Last year was another reminder that the only constant in this world is change. To succeed as a large corporation, we must continually evolve as industry leaders and focus on agility. This is exactly what we did in 2021.

In 2021, we posted robust double-digit operating income growth compared with 2020. We saw the bigger picture and focused on mitigating industry-wide supply and labor headwinds. We were the first in our industry to implement inflation-justified price increases, made investments targeted at automation, and focused relentlessly on productivity. We added two state-of-the-art refrigerated container vessels, bringing our fleet to a total of 13 vessels, which allowed us to continue providing reliable, quality services to our customers at a time when many store shelves were empty. These new vessels also enabled us to expand our third-party freight services.

Fresh Del Monte is in the process of reinvention. In these times, we can’t afford not to be. We’re changing as a society in almost every way: how we work, eat, communicate, and operate, and technology is the common denominator in all of it. In today’s volatile and uncertain world, our transformation journey at Fresh Del Monte continues by investing in smart farming, data-driven technology, and strategic partnerships. It’s a journey aimed at continuously raising the bar and providing our consumers and partners with the highest quality, wholesome products while ensuring reliability, efficiency, and transparency along every step of the supply chain.

As part of our sustainability program, which is at our core, we are working to build a food system where agricultural production and biodiversity are working and thriving together. In 2021, we continued to invest in our sustainability efforts with 61% of our capital expenditures benefitting our sustainability efforts, primarily driven by the purchase of our fuel-efficient vessels. Our sustainability leaders work with key internal and external stakeholders in their operating regions to build the most appropriate solutions that can have a lasting positive impact.

In our operating regions, we protect our natural resources and harness the innate ability of our forests to improve our soil health and sequester carbon from the atmosphere. Currently, two of our largest operations are certified carbon neutral, and we are actively working on amplifying those efforts elsewhere. In 2021, our emissions targets were approved by the Science Based Targets Initiative (SBTi) as consistent with the levels required to meet the goals of the Paris Agreement. As the first global marketer of fruits and vegetables to commit to the initiative, this is a significant milestone for us as only a few agricultural producers have developed emissions reduction targets grounded in climate science. We will continue to be vocal about our sustainability efforts and our learnings because we are firm believers that when it comes to protecting our planet, the more we know and the more we do collectively, the better.

It all goes back to A Brighter World Tomorrow. It is a synonym for driving long-term value for every single stakeholder, and it is deeply engrained in the Fresh Del Monte strategy and company ethos.

I thank you again for your continued support.

Sincerely,

 

 

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Mohammad Abu-Ghazaleh

Chairman and Chief Executive Officer


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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

DATE AND TIME:

Thursday, June 2, 2022 at 11:30 A.M., Eastern Time

PLACE:

Due to the public health impact of the COVID-19 pandemic, the annual general meeting will be held exclusively online at meetnow.global/MVR5X6Q through a live internet webcast. There will be no physical meeting this year. You can find instructions on how to access the annual general meeting in the section of this proxy statement called “Access Instructions.”

ITEMS OF BUSINESS:

 

   

PROPOSAL 1  

  Elect three director nominees for a three-year term expiring at the 2025 Annual General Meeting of Shareholders
   

PROPOSAL 2  

  Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year
   
PROPOSAL 3     Approve, by non-binding advisory vote, the compensation of our named executive officers in 2021
   
PROPOSAL 4     Approve and adopt the Second Amended and Restated Memorandum and Articles of Association
   
PROPOSAL 5     Approve and adopt the 2022 Omnibus Share Incentive Plan

Transact other business properly presented at the annual general meeting or any postponement or adjournment thereof.

RECORD DATE:

The board of directors has fixed April 8, 2022, as the record date for the annual general meeting. This means that only shareholders as of the close of business on that date are entitled to receive notice of and to vote at the annual general meeting.

 

It is important that your shares be represented at the annual general meeting, regardless of the number you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. This will not prevent you from voting your shares in person via the virtual meeting platform if you are present.

 

 

LOGO

Mohammad Abu-Ghazaleh

Chairman and Chief Executive Officer

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access

our proxy statement and annual report on or about April 22, 2022.

Our proxy statement and annual report are available online at www.envisionreports.com/FDP

 

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PROXY SUMMARY

     1  

Questions and Answers About our Annual Meeting

     6  

PROPOSAL 1 – ELECTION OF DIRECTORS

     10  

Director Skills, Experience and Background

     12  

Director Biographies

     13  

CORPORATE GOVERNANCE

     19  

Corporate Governance Guidelines

     19  

Board Leadership Structure

     19  

Lead Independent Director

     19  

Director Independence

     20  

Meetings of the Board

     20  

Board Committees

     20  

The Nomination Process

     23  

Board’s Role in Risk Oversight

     24  

Compensation Risks

     25  

Sustainability and Social Responsibility

     25  

Employee Compensation Recoupment Policy

     31  

No Hedging Policy

     32  

Code of Conduct and Business Ethics Policy

     32  

Related Person Transactions

     32  

Director Compensation

     33  

PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     35  

EXECUTIVE OFFICERS

     38  

PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

     40  

COMPENSATION MATTERS

     42  

Compensation Discussion and Analysis

     42  

Executive Compensation Governance

     56  

Compensation Committee Report

     58  

EXECUTIVE COMPENSATION

     59  

Summary Compensation Table

     59  

Grants of Plan-Based Awards

     60  

Outstanding Equity Awards at Fiscal Year-End

     61  

Option Exercises and Stock Vested

     62  

Potential Payments Upon Termination or Change-in-Control

     63  

CEO Pay Ratio

     65  

Equity Compensation Plan Information

     66  

BENEFICIAL OWNERSHIP OF ORDINARY SHARES

     67  
PROPOSAL 4 – APPROVAL OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION      69  

PROPOSAL 5 – APPROVAL OF 2022 Omnibus Share Incentive Plan

     73  

OTHER MATTERS

     85  

Delinquent Section 16(a) Reports

     85  

Proxy Solicitation Costs

     85  

Shareholder Proposals and Director Nominations for 2023 Annual General Meeting

     85  

Shareholder Communications

     85  

Electronic Delivery

     86  

Householding

     86  

Available Information

     86  
ANNEX A – Second Amended and Restated Memorandum and Articles of Association of Fresh Del Monte Produce Inc.      A-1  
ANNEX B – 2022 Omnibus Share Incentive Plan      B-1  

 

 

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PROXY SUMMARY

 

This proxy summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about April 22,2022. You should read the entire proxy statement carefully before voting. For more information regarding our 2021 performance, please review our annual report on Form 10-K for the 2021 fiscal year.

 

 

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2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Date and Time:    Thursday, June 2, 2022 at 11:30 A.M. Eastern Time
Record Date:    April 8, 2022

Place:

   Due to the public health impact of the COVID-19 pandemic, the Annual General Meeting will be held exclusively online at meetnow.global/MVR5X6Q through a live internet webcast. There will be no physical meeting this year, so you will not be able to attend in person.

VOTING MATTERS AND BOARD RECOMMENDATIONS

 

Proposal    Board’s Recommendation      

Page Reference 

(for more details

 

)  

     
1. Election of Directors    FOR
Each Director
     10  
     
2. Ratification of Ernst & Young, LLP as Auditors    FOR      35  
     
3. Advisory Approval of Executive Compensation    FOR      40  
     
4. Approval of Second Amended and Restated Memorandum and Articles of Association    FOR      69  
     
5. Approval of the 2022 Omnibus Share Incentive Plan    FOR      73  

VOTING AT THE VIRTUAL MEETING

If you hold your Ordinary Shares with our transfer agent, Computershare, then you or your proxyholder may attend the virtual-only Annual Meeting, participate, vote, ask questions, and examine a list of the shareholders of record entitled to vote at the Annual Meeting by accessing meetnow.global/MVR5X6Q and entering the 15-digit control number on your proxy card.

If you hold your Ordinary Shares through an intermediary, like a broker or a bank, you must register in advance to attend the virtual-only Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the record holder of your Ordinary Shares and submit proof of your legal proxy reflecting the number of Ordinary Shares you held on the record date, as well as your name and email address, to Computershare. Please refer to the section entitled “Questions and Answers About Our Annual Meeting” below and the question “How Do I Vote?” for more information. Your request must be received no later than 5:00 P.M. Eastern Time on May 27, 2022.

 

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VISION AND GOALS

Our vision is to inspire healthy lifestyles through wholesome and convenient products. During 2021 we continued to execute against our 5-year strategic plan implemented in 2019. Our long-term strategy is founded on six strategic goals:

 

         
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PROTECT AND GROW THE CORE BUSINESS

 

        
  LOGO  

 

DRIVE INNOVATION AND EXPAND GROWTH ON VALUE-ADDED CATEGORIES

 

        
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EVOLVE OUR CULTURE TO INCREASE EMPLOYEE ENGAGEMENT AND PRODUCTIVITY

 

        
  LOGO  

 

BECOME A TECHNOLOGY-DRIVEN COMPANY TO DRIVE EFFICIENCIES

 

        
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BECOME A CONSUMER-DRIVEN COMPANY

 

        
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LEAD THROUGH SUSTAINABILITY FOR A BRIGHTER WORLD TOMORROW

 

   

 

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2021 FINANCIAL HIGHLIGHTS

It is undeniable that 2021 continued to be a difficult year. However, in 2021 we posted robust double-digit operating income growth compared with 2020. We demonstrated agility and industry leadership in navigating the current challenging macroeconomic environment as we focused on mitigating industry-wide supply chain and labor headwinds. We implemented inflation-justified price increases toward the end of the year, made investments targeted at automation, and focused relentlessly on productivity. The decrease in net cash provided by operating activities for the full fiscal year 2021 compared with the prior-year period was primarily attributable to higher levels of inventories, as we proactively increased inventory of key raw materials to secure costs and availability. Inventory was also impacted by the increase in cost of goods largely related to current cost pressures. Overall, we made meaningful progress on our long-term strategy of growing our core business, increasing the reach of higher-margin value-added categories, implementing and leveraging technology solutions and expanding our customer and brand partnerships throughout our global operations.

 

 

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(1)

Attributable to Fresh Del Monte Inc.

(2)

Free Cash Flow is calculated as Net Cash Provided by Operating Activities less Net Cash Used in Investing Activities.

 

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OVERVIEW OF OUR DIRECTORS

 

Director

  Director 
Since
   Age    Background  

Committee

Memberships

         
Mohammad Abu-Ghazaleh   1996   80   Chairman and Chief Executive Officer Fresh Del Monte Produce Inc.    
         
Amir Abu-Ghazaleh   1996   75   General Manager, Abu-Ghazaleh & Sons Co. Ltd.    
         
Ahmad Abu-Ghazaleh   2018   45   Vice Chairman and Chief Executive Officer, Royal Jordanian Air Academy, Arab Wings, and Queen Noor Technical College    
         
Charles Beard, Jr.   2020   59   Partner,Chief Operating Officer, Guidehouse, Inc., Retired Senior Partner, PricewaterhouseCoopers LLP  

Governance (Chair)

Compensation

         

Michael J. Berthelot

(Lead Independent Director)

  2006   71   Chief Executive Officer, Cito Capital Corporation  

Compensation (Chair)

Audit

         
Mary Ann Cloyd   2019   67   Retired Senior Partner, PricewaterhouseCoopers LLP  

Audit (Chair)

Governance

         
Kristen Colber-Baker   2021   58   Global Director, Diversity, Equity and Inclusion, Mars, Inc.  

Compensation

Audit

         
Lori Tauber Marcus   2021   59   Founder of Courtyard Connections, LLC, Board Advisor and Retired Chief Marketing Officer  

Audit

Governance

We seek to have a Board of independent directors that bring to us a wide range of viewpoints and experiences. Our Board consists of directors with a diversity of age, gender and ethnicity and a range of tenure, with our longer-serving directors providing important institutional knowledge and experience and our newer directors bringing fresh perspectives to deliberations.

 

 

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GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS

Our corporate governance practices and executive compensation standards include:

 

   

Our latest Global Sustainability Report was published in 2021 demonstrating our long-standing commitment to doing business in a sustainable way. (Page 25)

 

   

Executive compensation is tied to financial and operating performance. (Page 44)

 

   

Robust employee compensation recoupment or “clawback” policy. (Page 31)

 

   

Directors and officers are subject to rigorous stock ownership guidelines. (Page 56)

 

   

82% of our CEO’s target total compensation and an average of 58% of our other named executive officers’ target total compensation is at-risk or performance based. (Page 44)

 

   

Advisory vote on executive compensation is conducted annually. (Page 40)

 

   

Executives are prohibited from short-sale transactions or hedging any shares. (Page 57)

 

   

Board conducts annual self-evaluation to determine effective functioning. (Page 19)

 

   

Director resignation policy for all director nominees. (Page 19)

 

   

Directors regularly attend continuing education programs.

 

   

Board includes members with gender and ethnic diversity, including that 37.5% of our board members are women and 37.5% of our board members are ethnically diverse.

 

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PROXY STATEMENT

 

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What am I voting on?

At the Annual Meeting, you will be asked to vote on the following proposals. Our Board recommendation for each of these proposals is set forth below.

 

Proposal   Board
Recommendation
   

1. To elect three director nominees for a three-year term expiring at the 2025 Annual General Meeting of Shareholders.

  FOR each Director
   

2. To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the 2022 fiscal year.

  FOR
   

3. To approve, by non-binding advisory vote, the compensation of our named executive officers in 2021, which we refer to as “Say on Pay.”

  FOR
   

4. To approve and adopt the Second Amended and Restated Memorandum and Articles of Association.

  FOR
   

5. To approve and adopt the 2022 Omnibus Share Incentive Plan.

  FOR

We also will consider other business that properly comes before the meeting in accordance with the laws of the Cayman Islands and our Memorandum and Articles of Association. However, the Board is not aware of any other matters to be presented for action at the Annual Meeting.

Who can vote?

Holders of our Ordinary Shares at the close of business on April 8, 2022, are entitled to vote their Ordinary Shares at the Annual Meeting. As of April 8, 2022, there were 47,695,549 Ordinary Shares issued, outstanding and entitled to vote. Each Ordinary Share issued and outstanding is entitled to one vote.

What constitutes a quorum, and why is a quorum required?

We are required to have a quorum of shareholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy (which includes attending the annual general meeting via the internet webcast), of the holders of a majority of the 47,695,549 issued and outstanding Ordinary Shares on April 8, 2022, will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and broker non-votes are counted as present for purposes of determining a quorum if the shareholder or proxy representing the shareholder is present at the meeting. Ordinary Shares for which we have received executed proxies will be counted for purposes of establishing a quorum at the meeting, regardless of how or whether such Ordinary Shares are voted on any specific proposal.

What is the difference between a “shareholder of record” and a “street name” holder?

If your Ordinary Shares are registered directly in your name with our transfer agent, Computershare Investor Services, you are considered a “shareholder of record” or a “registered shareholder” of those Ordinary Shares. In this case, your Notice of Internet Availability of Proxy Materials (“Notice”) has been sent to you directly by us.

If your Ordinary Shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian, you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice has been forwarded to you by or on behalf of your broker or other nominee, who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker or other nominee how to vote your Ordinary Shares by following the instructions for voting set forth in the Notice.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a paper copy of the proxy materials?

Pursuant to the rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide shareholders access to our proxy materials over the Internet. We believe that the e-proxy process will expedite our shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” to our shareholders on or about April 22, 2022, at the close of business. The Notice contains instructions on how to

 

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access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions included in the Notice for requesting such materials at no charge.

How do I vote?

If you hold your Ordinary Shares in your own name as a holder of record with our transfer agent, Computershare, you may vote at the Annual Meeting or by proxy as follows:

 

   

At the virtual-only meeting. You may attend and vote online during the virtual-only Annual Meeting by visiting meetnow.global/MVR5X6Q and entering the control number found on your proxy card and clicking on the “Cast Your Vote” link before the polls close.

   

Via the internet. You may vote by proxy before the Annual Meeting via the internet by visiting www.envisionreports.com/FDP and login using the control number found on your proxy card and clicking on the vote option link.

   

By telephone. You may vote by proxy before the meeting by calling toll-free 1-800-652-VOTE (8683) within the USA, US territories and Canada.

   

By mail. You may vote by proxy before the meeting by filling out your proxy card and sending it back in the envelope provided.

If your Ordinary Shares are held in “street name” through a broker, bank or other nominee, you will receive instructions from that organization that you must follow in order to have your shares voted. If you want to attend and vote at the virtual-only meeting, you must obtain a legal proxy from your broker, bank or other nominee, register to attend and access the meeting. Please forward the email you receive from your broker or bank, or send an image of your legal proxy, to legalproxy@computershare.com. You may also send it to Computershare by mail at:

Computershare

Fresh Del Monte Produce Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

You must label your request to register as “Legal Proxy.” Your request must be received no later than 5:00 P.M. Eastern Time on May 27, 2022. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to meetnow.global/MVR5X6Q and enter your control number.

What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

Under the laws of the Cayman Islands and our Memorandum and Articles of Association, the following are the votes required for approval of the relevant proposal:

 

Proposal   Vote Requirement
   
Election of Director   Majority of the Ordinary Shares
   
Ratification of Auditors   Majority of the Ordinary Shares
   
“Say-on-Pay”   Majority of the Ordinary Shares
   
Second Amended and Restated Memorandum of Association   Two-thirds (66 2/3%) of the Ordinary Shares
   
2022 Omnibus Share Incentive Plan   Majority of the Ordinary Shares

Abstentions will have no effect on the outcome of the vote for any of the Proposals under Cayman Islands law.

Proposal 3 is a non-binding advisory vote. This means that while we ask shareholders to approve a resolution regarding Say on Pay, it is not an action that requires shareholder approval.    

What if I am a beneficial owner and do not give the nominee voting instructions?

If you are a beneficial owner and your shares are held in “street name,” the broker is bound by the rules of the New York Stock Exchange, or NYSE, regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. A broker non-vote occurs when a broker returns a proxy but does not vote on a particular proposal because the broker does not have discretionary authority to vote on the

 

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proposal and has not received specific voting instructions for the proposal from the beneficial owner of the shares. Broker non-votes are considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast.

The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and, if not, the impact of such broker non-vote on the approval of the proposal.

 

Proposal   Can Brokers Vote Absent  
Instructions?
Impact of Broker
Non-Vote
     

1. Election of Directors

No

None

     

2. Ratification of Independent Registered Public Accounting Firm

Yes

Not Applicable

     

3. Say on Pay

No

None

     

4. Approval of Second Amended and Restated Memorandum and Articles of Association

Yes

Not Applicable

     

5. Approval and adoption of the 2022 Omnibus Share Incentive Plan

No

None

Our existing Amended and Restated Memorandum and Articles of Association were adopted in 1997 and consequently do not reflect subsequent changes in Cayman Islands law or corporate governance trends and contain many hold-over provisions that are not applicable once we became a public company. Approval of our Second Amended and Restated Memorandum and Articles of Association is a routine matter under NYSE Rule 452 as it does not (i) authorize or create a preferred stock or increase the authorized amount of existing preferred stock, (ii) alter the terms or conditions of existing stock, (iii) involve a waiver or modification of preemptive rights, (iv) change existing quorum requirements with respect to stockholder meetings, (v) alter voting provisions or the proportionate voting power of a stock, or the number of its votes per share, or (vi) change the purposes or powers of the company.

What if I sign and return my proxy without making any selections?

If you sign and return your proxy without making any selections, your shares will be voted “FOR” each of the director nominees in Proposal 1 and “FOR” Proposals 2, 3, 4 and 5. If other matters properly come before the meeting, the proxy holders will have the authority to vote on those matters for you in their discretion.

How do I change my vote?

A shareholder of record may revoke his or her proxy by giving written notice of revocation to our Corporate Secretary, Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134, before the meeting, by delivering a later-dated proxy (either in writing, by telephone or over the Internet), provided that the new proxy card is received by Computershare Investor Services, P.O. Box 505000, Louisville, Kentucky, 40233 prior to the closing of the polls at the Annual Meeting, or by attending and voting at the virtual-only Annual Meeting.

If your shares are held in “street name,” you may change your vote by following your broker’s or other nominee’s procedures for revoking or changing your proxy.

What shares are covered by my proxy card?

Your proxy reflects all shares owned by you at the close of business on April 8, 2022.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares in more than one account. To ensure that all of your shares are voted, you should sign and return each proxy card. Alternatively, if you vote by telephone or via the Internet, you will need to vote once for each proxy card and voting instruction card you receive.

Who can attend the Annual Meeting?

Only shareholders as of April 8, 2022, the record date, and our invited guests are permitted to attend the Annual Meeting. If you held your Ordinary Shares as of the record date as a shareholder of record, then you or your proxyholder may attend the virtual-only Annual Meeting, participate, vote, ask questions, and examine a list of the shareholders of record entitled to vote at the Annual Meeting by accessing meetnow.global/MVR5X6Q and entering the 15-digit control number on your proxy card.

 

 

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If you held your Ordinary Shares as of the record date in “street name” through an intermediary, like a broker or a bank, you must register in advance to attend the virtual-only Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the record holder of your Ordinary Shares and submit proof of your legal proxy reflecting the number of Ordinary Shares you held on the record date, as described above under “How Do I Vote?”

Can I attend the Annual Meeting if I don’t have a legal proxy or have lost my control number?

Yes – If you have misplaced your control number, you may access the meeting as a guest by going to meetnow.global/MVR5X6Q, but you will not be able to vote during the Annual Meeting or ask questions.

Will I be able to ask questions at the Annual Meeting?

Shareholders of record and beneficial owners who have logged in to the Annual Meeting with a control number as described above may submit questions any time before or during the Annual Meeting by clicking on the message icon in the upper right-hand corner of the broadcast screen. After the business portion of the Annual Meeting concludes, we will answer questions that have been submitted that are pertinent to the items being brought before the shareholder vote at the Annual Meeting, as time permits and in accordance with our Rules of Conduct for the Annual Meeting.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. You may attend and vote online during the virtual-only Annual Meeting by accessing the Annual Meeting as described above and clicking on the vote option link before the polls close.

Where can I find the voting results of the Annual Meeting?

We will announce the results for the proposals voted upon at the Annual Meeting and publish the final detailed voting results in a Form 8-K filed within four business days after the Annual Meeting.

Who should I call with other questions?

If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our annual report, please contact: Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134, Attention: Investor Relations, Telephone: (305) 520-8433.

 

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PROPOSAL 1—ELECTION OF DIRECTORS

 

 

PROPOSAL SUMMARY

What Are You Voting On?

We are asking our shareholders to elect the following three director nominees to serve on the Board. Information about the Board and each director nominated is included in this section.

 

 

Class I Director Nominees

Three-Year Term Ending 2025

Amir Abu-Ghazaleh

Mary Ann Cloyd

Charles Beard, Jr.

Voting Recommendation

The Board recommends that you vote “FOR” each director nominee listed above. After consideration of the individual qualifications, skills and experience of each of our director nominees, the Board believes these three director nominees would contribute to a well-balanced and effective Board.

Each of the Class I directors elected at the Annual Meeting will hold office until the annual general meeting of shareholders to be held in 2025 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Mary Ann Cloyd, Amir Abu-Ghazaleh and Charles Beard, Jr. currently serve as Class I members of the Board of Directors.

Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the directors presented below. If, at the time of the meeting, one or more of the director nominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed.

 

LOGO  

 

The Board of Directors recommends a vote “FOR” each nominee for director

    

 

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ELECTION OF DIRECTORS

 

 

Introduction

Our Memorandum of Association provides that our Board must consist of between three and nine directors. Our Board currently consists of eight directors and is divided into three classes. We believe that the classified board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year to year, which provides stability in organization and experience. As a result of the three classes, at each annual general meeting, directors are elected for a three-year term. Class terms expire on a rolling basis so that one class of directors is elected each year.

Our current directors and classifications are as follows:

 

     

Class I – Expiring 2022

Amir Abu-Ghazaleh

Mary Ann Cloyd

Charles Beard, Jr.

 

    

  

Class II – Expiring 2023

Michael J. Berthelot

Lori Tauber Marcus

 

    

  

Class III – Expiring 2024

Mohammad Abu-Ghazaleh

Ahmad Abu-Ghazaleh

Kristen Colber-Baker

The terms of the three current Class I directors expire at the Annual Meeting. The Governance Committee has nominated and the Board has recommended that Amir Abu-Ghazaleh, Mary Ann Cloyd and Charles Beard, Jr. be nominated for re-election.

Each of Amir Abu-Ghazaleh, Mary Ann Cloyd and Charles Beard, Jr. have consented to serve if elected. If any director nominee is unable or unwilling to serve at the time of the election, the proxy holders may vote for another person, or persons, in their discretion. A director nominee who fails to receive a majority of the votes cast will be required to submit his or her resignation as a director. The Board will then consider all the facts and circumstances relative to the continued service of such director before accepting or declining such resignation.

We believe that each of our directors and director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner.

 

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ELECTION OF DIRECTORS

 

 

Director Skills, Experience and Background

The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board and that align with our strategic vision, business and operations. The following is a summary and description of some of the skills, experience and background that our continuing directors and director nominees bring to the Board. The directors’ biographies note each director’s relevant skills, experience and qualifications relative to this list.

 

       

LEADERSHIP EXPERIENCE

 

LOGO

              

Experience serving as a CEO, CFO, senior executive or functional leader within an organization

 
   

    

                         

 

8 of 8

                 
                                     

PUBLIC COMPANY BOARD EXPERIENCE

 

LOGO

   

Experience serving on the boards of other U.S. or international public companies and familiarity with key corporate governance matters

 
                 
   

    

                 

 

6 of 8

   
                 
                 
                                     

INDUSTRY EXPERTISE

 

LOGO

   

Experience in key aspects of our businesses and industry, including food/agribusiness, distribution, transportation/shipping, retail and innovation/research & development

 
                 
   

    

             

 

5 of 8

     
                                     

FINANCE/ACCOUNTING

 

LOGO

   

Experience or expertise in financial accounting and reporting or the financial management of an organization

 
                 
   

    

             

 

5 of 8

     
                 
                                     

INVESTMENT EXPERIENCE

 

LOGO

   

Experience overseeing investments and investment decisions of companies

 
                 
   

    

                 

 

6 of 8

   
                 
       

INTERNATIONAL EXPERIENCE

 

LOGO

              

Experience doing business internationally or focusing on international issues and operations or with multinational companies

 
                 
   

    

                     

 

7 of 8

 
                                     

ERM/RISK MANAGEMENT

 

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Experience overseeing risk management matters

 
                 
   

    

         

 

4 of 8

       
                 
                 
                                     

M&A/INTEGRATION

 

LOGO

   

Experience leading growth through acquisitions and other business combinations and ability to evaluate operational integration plans

 
                 
   

    

             

 

5 of 8

     
                                     

 

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ELECTION OF DIRECTORS

 

 

Director/Director Nominee Biographies

Each director and director nominee’s principal occupation and other pertinent information about particular experiences, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director appears on the following pages.

Director Nominees

Class I Directors

Term to Expire at the 2025 Annual General Meeting

 

 

 

 

Amir Abu-Ghazaleh                Director Since: 1996                 Age: 75

 

General Manager, Abu-Ghazaleh & Sons Co. Ltd.

 

Biography: Since 1987, Mr. Abu-Ghazaleh has served as the General Manager of Ahmed Abu-Ghazaleh & Sons Co. Ltd., a marketer and distributor of fresh fruit and vegetables. Mr. Abu-Ghazaleh serves on the boards of directors of Clemenceau Medical Center, Arab Wings and Royal Jordanian Air Academy. He also serves as the Chairman of Abu-Ghazaleh Investments (AGI). He previously served on the board of International General Insurance Co. Ltd in Jordan. Mr. Abu-Ghazaleh and Mr. Mohammad Abu-Ghazaleh are brothers, and Mr. Abu-Ghazaleh is the uncle of Mr. Ahmad Abu-Ghazaleh.

 

Skills & Qualifications: Mr. Abu-Ghazaleh brings to the Board over 20 years of executive, management and operating experience in the wholesale fresh fruit-related businesses, experience in marketing, finance, corporate governance matters and international business with extensive knowledge of the Middle East markets.

 

 

LOGO

 

Experience Highlights:

Leadership, Public Company Board, Finance/Accounting, Investment, Industry Expertise, International, M&A/Integration

 

Director

 

Other Public Boards:

None

 

 

 

 

 

 

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ELECTION OF DIRECTORS

 

 

 

 

 

Mary Ann Cloyd                Director Since: 2019                Age: 67

 

Former Senior Partner, PricewaterhouseCoopers LLP

 

Biography: From 1990 until her retirement in June 2015, Ms. Cloyd was a senior Partner with PricewaterhouseCoopers LLP, a global accounting firm. During her 25 years as a partner at PwC, Ms. Cloyd served in multiple leadership positions, including leading from 2011 until her retirement from PwC’s Center for Board Governance. Ms. Cloyd is a retired Certified Public Accountant. Ms. Cloyd has served as a director of Bellerophon Therapeutics, Inc., a publicly-traded clinical-stage biotherapeutics company, since 2016 and as a director of Ekso Bionics Holdings, Inc., a publicly-traded company focused on exoskeleton technology since 2020. In 2021, Ms. Cloyd was appointed as a director of Angel Pond Holdings Corporation, a publicly-traded special purpose acquisition company. Since April 2018, she has served as a director of NCMIC Group, Inc., a private mutual insurance and financial services company. Between 2004 and 2013, Ms. Cloyd served on both PwC’s Global and U.S. Boards of Partners and Principals. Ms. Cloyd also is on the Board of Directors for the Geffen Playhouse, the Caltech Associates Board, and the Advisory Board of the UCLA Iris Cantor Women’s Health Center.

 

Skills & Qualifications: Ms. Cloyd brings to the Board 39 years of public accounting/advisory experience, significant experience in corporate governance matters and experience in risk management and oversight.

   

 

LOGO

 

Experience Highlights:

Leadership, Public Company Board, Finance/Accounting, ERM/Risk Management

 

Independent Director

 

Committees:

Audit (Chair)

Governance

 

Other Public Boards:

Bellerophon Therapeutics, Inc.

Ekso Bionics Holdings, Inc.

Angel Pond Holdings Corporation

   

 

 

 

 

 

Charles Beard, Jr.                Director Since: 2020                Age: 59

 

Partner, Chief Operating Officer, Guidehouse, Inc.,

Retired Senior Partner, PricewaterhouseCoopers LLP

 

Biography: Since 2018, Mr. Beard has served as the Chief Operating Officer of global consultancy firm Guidehouse Inc. and is responsible for the day-to-day execution of the company’s enterprise services, risk and quality management strategy. He has more than 30 years of experience in professional advisory services focusing on technology-enabled operational transformations. He was previously with PwC, where his practice focused on corporate transactions in the technology sector. He is the former General Manager of the Cybersecurity and Intelligence Unit of SAIC, where he also served as the company’s Chief Information Officer. Previously, Mr. Beard led the global Transportation and Industrial Markets segment of KPMG consulting. Mr. Beard holds a Master of Jurisprudence from Seton Hall School of Law, an MBA from the University of Montana and a Bachelor of Science from Texas A&M University. He is a graduate of the US Air Force Space & Missile program.

 

Skills & Qualifications: Mr. Beard brings more than 30 years of experience in technology management as well as significant experience in digital innovation and business automation.

   

 

LOGO

 

Experience Highlights:

Leadership, Industry Expertise, Finance/Accounting, ERM/Risk Management, International, M&A/Integration

 

Independent Director

 

Committees:

Governance (Chair)

Compensation

   

 

 

 

 

 

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ELECTION OF DIRECTORS

 

 

Class II Continuing Directors

Term To Expire at the 2023 Annual General Meeting

 

 

 

 

Lori Tauber Marcus                Director Since: 2021                Age: 59

 

Founder of Courtyard Connections, LLC, Board Advisor and Retired Chief Marketing Officer

 

Biography: Ms. Marcus is an experienced Chief Marketing Officer with over 35 years of experience in consumer-facing industries. Ms. Marcus is the founder of Courtyard Connections, LLC, an advisory firm focused on marketing and leadership in consumer goods, retail, food service, and consumer technology. From 2017 to 2020, Ms. Marcus worked with the Harvard Business School’s Kraft Precision Medicine Accelerator as Chair of Direct to Patient Initiative. In 2016, Ms. Marcus served as Interim Chief Marketing Officer for Peloton Interactive, Inc., a publicly-traded fitness platform. From 2013 to 2015, Ms. Marcus was the Executive Vice President and Chief Global Brand and Product Officer at Keurig Green Mountain, Inc., a publicly-traded coffee and coffee machine company. From 2011 to 2012, she was Chief Marketing Officer at The Children’s Place, a publicly-traded children’s clothing company. Ms. Marcus previously spent 24 years with PepsiCo in marketing & general management positions of increasing responsibility, culminating in her appointment as Senior Vice President, Marketing Activation for PepsiCo Beverages, North America.

 

Since January 2021, Ms. Marcus has served on the board of 24-Hour Fitness, a privately-held fitness company. Ms. Marcus was a board director for Phunware, Inc, a publicly-traded enterprise software company from December 2018 to September 2021. Ms. Marcus previously served on the boards of the following privately-held companies: Golub Corporation; DNA Diagnostics Center; and Talalay Global. Since 2004, Ms. Marcus has served on the board of the Multiple Myeloma Research Foundation.

 

Skills & Qualifications: Ms. Marcus brings to the Board strategic vision, strong business and general management acumen with direct-to-consumer expertise in e-commerce, digital marketing and social media to grow consumer-facing businesses worldwide.

 

 

LOGO

 

Experience Highlights:

Leadership, Public Company Board, Industry, International

 

Independent Director

 

Committees:

Audit

Governance

 

 

 

 

 

 

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ELECTION OF DIRECTORS

 

 

 

 

 

Michael J. Berthelot                Director Since: 2006                 Age: 71

 

Chief Executive Officer, Cito Capital Corporation

 

Biography: Since 2004, Mr. Berthelot has served as the Chief Executive Officer of Cito Capital Corporation, a strategic consulting firm, and, since 2010, as Managing Principal and founder of Corporate Governance Advisors Inc., a consulting firm that provides board evaluation and advisory services. Mr. Berthelot is a Certified Public Accountant. Mr. Berthelot is also a faculty member of the University of California San Diego’s Rady School of Management, where he teaches corporate governance in the MBA program.

 

Currently, Mr. Berthelot serves on the board of Aurvandil Acquisition Corp., a publicly-traded special acquisition corporation. From February 2019 until June 2020, Mr. Berthelot served on the board of PenChecks Inc., a privately held financial services company. From 1992 to 2003, he served as Chairman and Chief Executive Officer of TransTechnology Corporation, a publicly-traded multinational manufacturing firm, and from 2003 until 2006, he continued to serve as its non-executive Chairman. From 2009 to 2013, Mr. Berthelot served on the board of directors of Pro-Dex, Inc., a medical device manufacturer, where he also served as the Chief Executive Officer and President from 2012 to 2013.

 

Skills & Qualifications: Mr. Berthelot brings to the Board extensive management and operating experience, including in his previous role as a chief executive officer of a publicly-traded multinational manufacturing and distribution business, as well as significant experience and corporate governance matters as well as accounting and financial reporting.

 

 

LOGO

 

Experience Highlights:

Leadership, Public Company Board, Finance/Accounting, Investment, International, ERM/Risk Management, M&A/Integration

 

Lead Independent Director

 

Committees:

Compensation (Chair)

Audit

 

Other Public Boards:

Aurvandil Acquisition Corp.

 

 

 

 

 

 

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ELECTION OF DIRECTORS

 

 

Class III Continuing Directors

Term To Expire at the 2024 Annual General Meeting

 

 

 

 

Mohammad Abu-Ghazaleh                Director Since: 1996                Age: 80

 

Chairman and Chief Executive Officer, Fresh Del Monte Produce Inc.

 

Biography: Since 1996, Mr. Abu-Ghazaleh has served as our Chairman and Chief Executive Officer. He serves as the Chairman of the Royal Jordanian Air Academy, Arab Wings, and Queen Noor Civil Aviation Technical College. Mr. Abu-Ghazaleh also serves as Chairman of the Abdali Clemenceau Hospital project, a $290 million development project in Amman, Jordan. He is a founding shareholder of Clemenceau Medical Center in Beirut, Lebanon. Mr. Abu-Ghazaleh currently serves on the board of directors of United Cable Industries Company, a Jordanian public company.

 

Previously, Mr. Abu-Ghazaleh served as Chairman of International General Insurance Co. until its listing on the NASDAQ in 2020. He served on the board of directors of Bank Misr Liban from 2007 to 2018 and Jordan Kuwait Bank from 2004 to 2011. Mr. Abu-Ghazaleh and Mr. Amir Abu-Ghazaleh are brothers. Mr. Abu-Ghazaleh is Mr. Ahmad Abu-Ghazaleh’s father.

 

Skills & Qualifications: Mr. Abu-Ghazaleh brings to the Board a unique understanding of our strategies and operations gained through over 20 years of executive leadership of our Company and over 45 years of experience in the fresh produce-related businesses serving in operations, management and executive leadership roles.

 

 

LOGO

 

Experience Highlights:

Leadership, Public Company Board, Investment, Industry Expertise, International, ERM/Risk Management, M&A/Integration

 

Other Public Boards:

United Cables Industries Company (Jordan).

 

 

 

 

 

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ELECTION OF DIRECTORS

 

 

 

 

 

Ahmad Abu-Ghazaleh                Director Since: 2018                 Age: 45

 

Vice Chairman and Chief Executive Officer, Royal Jordanian Air Academy, Arab Wings, Queen Noor Technical College and Gulf Wings

 

Biography: Since 2003, Mr. Abu-Ghazaleh has served as the Vice Chairman and Chief Executive Officer of the Royal Jordanian Air Academy, a flight training academy, Arab Wings, a private jet charter and aircraft management company, Queen Noor Technical College, a private engineering college, and Gulf Wings, a private jet charter company. He also serves as the Vice Chairman and Chief Executive Officer of the Abdali Clemenceau Hospital project in Amman, Jordan. He is the founder of the MMAG Foundation campus in Amman, a free art school, exhibition space and community center. Mr. Abu-Ghazaleh is an active member of several museum councils and advisory groups. Mr. Abu-Ghazaleh currently serves on several boards of directors of private and public organizations, including Queen Rania Foundation, Endeavor Jordan and The American Center for Oriental Research (ACOR). He has served as the Chairman of United Cables Industries Company (UCIC), a Jordanian publicly-traded company, since 2013 and of Augustus Management International since July 2016. He previously served as the Chairman of National Poultry Company (NPC), a publicly traded company and on the boards of directors of Banque Misr Liban, Arab Pharmaceutical Company and Modern Pharma, both publicly traded companies that were merged and sold to Hikma Pharmaceuticals (HIK: Lon). Mr. Abu-Ghazaleh is the son of Mr. Mohammad Abu-Ghazaleh and the nephew of Mr. Amir Abu-Ghazaleh.

 

Skills & Qualifications: Mr. Abu-Ghazaleh brings to the Board over 15 years of management experience in global operations, as well as extensive experience in the transportation and food industries.

 

 

LOGO

 

Experience Highlights:

Leadership, Public Company Board, Investment, Industry Expertise, International

 

Other Public Boards:

United Cables Industries Company (Jordan).

 

 

 

 

 

 

Kristin Colber-Baker            Director Since: 2021            Director Age: 58

 

Prior Head of Global Diversity, Equity and Inclusion, Mars, Inc.

 

Biography: Since 2007, Ms. Baker has served in various leadership positions in corporate finance, M&A and HR/Talent within the consumer packaged goods, retail and restaurant industries. From 2020 to February 2022, Ms. Baker served as the Head of Global Diversity, Equity and Inclusion at Mars, Inc.; from 2015 to 2020, as the Global Head of Talent Development and from 2012 to 2015, as the Regional Head of Talent Development. From 2010 to 2012, Ms. Baker was the Global Head of Financial Planning, Reporting and Analysis at Wrigley Corp., where she was responsible for critical post-merger integration efforts related to Mars’ acquisition of Wrigley. Since 2018, Ms. Baker has served on the Board of Directors of Compassion International, a global non-profit child development organization. From 2015 to 2018, Ms. Baker was Chairperson of the Wheaton College Leadership Council and Vice Chairperson of Partners International, a global non-profit organization.

 

Skills & Qualifications: Ms. Baker brings to the Board extensive human capital and culture expertise, global finance expertise as well as merger and acquisition experience.

   

 

LOGO

 

Experience Highlights:

Leadership, Industry Expertise, Finance/Accounting, International, M&A/Integration

 

Independent Director

 

Committees:

Audit

Compensation

   

 

 

 

 

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CORPORATE GOVERNANCE

 

Corporate Governance Guidelines

Our business and affairs are managed with oversight from our Board. Our Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders. Our Board has adopted Corporate Governance Guidelines that provide the framework for the governance of our Company. These guidelines are available on our Website at www.freshdelmonte.com under the “Investor Relations” tab.

Highlights of our Corporate Governance Guidelines are described below:

 

   

a majority of directors of the Board must be independent as defined by NYSE corporate governance listing standards, or NYSE Listing Standards;

 

   

if the Chairman of the Board is not an independent director, the Board will appoint a lead independent director;

 

   

the Board will have an Audit Committee, Compensation Committee and Governance Committee; together, the Committees and each of their members will be independent as defined by the NYSE Listing Standards and applicable SEC rules. The Board may designate one or more additional Committees or create ad hoc Committees from time to time;

 

   

a current director nominee who fails to receive a majority of the votes cast must submit his or her resignation to the Board. The Board will then consider all the facts and circumstances relative to the continued service of the director before accepting or declining his or her resignation;

 

   

the Governance Committee will oversee an annual self-evaluation of the Board and its Committees as prepared by its members to consider how each has performed relative to its goals, objectives, and charter; and

 

   

directors should not serve simultaneously on the boards of more than four other public companies and Audit Committee members should not serve on more than two additional audit committees.

Board Leadership Structure

Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and CEO and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for our Company. Our CEO, Mohammad Abu-Ghazaleh, is also the Chairman of our Board. The Board currently believes that our Company and our shareholders are best served by having Mr. Abu-Ghazaleh hold both of these positions, given that he has the primary responsibility for managing our day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our businesses. Our Board also believes that the CEO serving as Chairman of the Board further promotes information flow between management and the Board and enhances the quality of the Board’s overall decision-making process.

Lead Independent Director

In order to facilitate and strengthen the Board’s independent oversight of our Company’s performance and strategy and to uphold effective governance standards, the Board has established the role of a lead independent director. Mr. Berthelot currently serves as our lead independent director. The lead independent director:

 

   

acts as chairman for all meetings of the non-employee and independent directors, or in the absence of the Chairman of the Board;

 

   

convenes meetings of the independent directors upon the request of any of them, and establishes the agenda and approves the materials for those meetings; and

 

   

acts as a liaison between the Chairman and the non-employee and independent directors.

 

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CORPORATE GOVERNANCE

 

 

Director Independence

Our Corporate Governance Guidelines provide that the Board must have a majority of directors who are independent as required by NYSE Listing Standards. Each year, the Board undertakes a review of director independence, which includes a review of each director’s or nominee’s responses to questionnaires asking about any relationships with us. This review is designed to identify and evaluate any transactions or relationships between a director or nominee or any member of his or her immediate family and us, or members of our senior management or other members of our Board, and all relevant facts and circumstances regarding any such transactions or relationships. Consistent with these considerations, our Board has affirmatively determined that the directors listed below are independent.

 

 

•   Charles Beard, Jr.

 

•   Michael J. Berthelot

 

•   Mary Ann Cloyd

 

•   Kristin Colber-Baker

 

•   Lori Tauber Marcus

 

Meetings of the Board

The Board held 5 meetings during 2021. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of the Board during the period in which he or she was a director and (2) the total number of meetings of all Committees on which he or she served during the period in which he or she was a director. It is the policy of the Board to encourage its members to attend our annual general meeting of shareholders. All members of the Board in 2021 were present at our 2021 Annual General Meeting of Shareholders.

All of our non-employee directors meet in executive session (without management present) in connection with each scheduled Board meeting. Mr. Berthelot currently serves as the presiding director over all executive sessions of the non-employee directors. In addition, our independent directors meet separately, without the participation of directors who do not qualify as independent directors.

Board Committees

The Board has the following three standing Committees: Audit, Compensation and Governance. The Board has adopted a written charter for each of these Committees. Committee charters are available on our Website at www.freshdelmonte.com under the “Investor Relations” tab. Each Committee conducts at least an annual review of and revises its respective charter, if necessary. The following table shows the members of each of the Board’s Committees and the number of Committee meetings held during the 2021 fiscal year.

 

Director   Term  

Audit

Committee

  Compensation
Committee
  Governance
Committee
         

MichaelJ. Berthelot

(LeadIndependent Director)

 

 

2021

 

 

Member Financial Expert

 

 

Chair

   
         

CharlesBeard, Jr.

IndependentDirector

 

 

2021

     

 

Member

 

 

Chair

         

MaryAnn Cloyd

IndependentDirector

 

 

2021

 

Chair

Financial Expert

     

 

Member

         

LoriTauber Marcus

IndependentDirector

 

 

Since May 2021

 

 

Member

     

 

Member

         

KristinColber-Baker

IndependentDirector

 

 

Since May 2021

  Member Financial Expert  

 

Member

   
         

JohnH. Dalton*

FormerIndependent Director

 

 

Until May 2021

 

 

Member

 

 

Member

 

 

Member

         
Meetingsin 2021       7   5   9

 

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CORPORATE GOVERNANCE

 

 

Audit Committee

 

Members   Primary Responsibilities

Michael J. Berthelot

Mary Ann Cloyd (Chair)

Lori Tauber Marcus

Kristin Colber-Baker

 

The Board determined that each member of the Audit Committee meets the independence requirements of the NYSE Listing Standards and the enhanced independence standards for Audit Committee members required by the SEC.

 

•  Oversees the quality and integrity of our financial statements and financial reporting process

 

•  Oversees our systems of internal controls over financial reporting and disclosure controls and procedures

 

•  Oversees the performance of our internal audit services function

 

•  Engages the independent auditors and evaluates their qualifications, independence and performance

 

•  Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters

 

•  Monitors the effectiveness of the Company’s information system controls and security

Financial Expertise. The Board determined that each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. In addition, the Board has determined that Mary Ann Cloyd, Michael J. Berthelot and Kristin Colber-Baker each qualifies as an “audit committee financial expert” as defined by SEC rules.

Compensation Committee

 

Members   Primary Responsibilities

Michael J. Berthelot (Chair)

Charles Beard, Jr.

Kristin Colber-Baker

 

The Board determined that each member of the Compensation Committee meets the independence requirements of the NYSE Listing Standards including the enhanced independence standards for Compensation Committee members.

 

•   Reviews our general compensation structure and policies

 

•   Reviews and sets the corporate goals and objectives for the Chief Executive Officer (“CEO”) and evaluates the CEO’s performance in light of such goals and objectives

 

•   Evaluates, determines and recommends CEO compensation, subject to approval by the independent directors

 

•   Recommends the compensation of our other executive officers and the terms of any new executive compensation programs

 

•   Reviews the compensation structure and policies applicable to the Board and recommends proposed changes

 

•   Administers our executive incentive plans, including approving awards under such plans

 

•   Reviews and discusses with management each year the Compensation Discussion and Analysis included in our annual proxy statement

 

•   Oversees our risk assessment and risk management relative to our compensation structure, benefits and incentive plans’ administration

 

•   Serves as a liaison to our Chief Human Resources Officer to advise and provide insights and best practices regarding various human resource issues

Role of Independent Compensation Consultant. The Compensation Committee has the sole authority to retain compensation consultants or advisors to assist it in fulfilling its responsibilities, including evaluating and determining executive and director compensation, and in fulfilling its other responsibilities. In 2021, the Compensation Committee engaged Willis Towers Watson as its independent compensation consultant. Willis Towers Watson’s work with the Committee included analyses, advice, guidance and recommendations on executive and director compensation levels versus peers, market trends and incentive plan designs. In addition, in 2021, Willis Towers Watson conducted a review of our current peer group to ensure that it continues to serve as an appropriate benchmark for executive and director compensation levels and practices for 2022. Willis Towers Watson also reviewed our long-term incentive practices and provided updates on executive compensation trends and developments. Willis Towers Watson will continue to work with the Committee to provide it with analyses, advice, guidance and recommendations on executive and director compensation versus peers, market trends and incentive plan designs. Willis Towers Watson was engaged exclusively by the Compensation Committee on executive and director compensation matters and does not have any other consulting

 

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arrangements with the Company. The Committee took into consideration the consultant’s analyses, advice, guidance and recommendations in recommending changes to Board and executive compensation. The Committee considered the independence of Willis Towers Watson and determined that no conflicts of interest exist. For more information regarding the role of the compensation consultant, see the disclosure under “Compensation Setting Process—Role of Independent Compensation Consultant.”

Compensation Committee Interlocks and Insider Participation. During the 2021 fiscal year, Michael J. Berthelot, Kristin Colber-Baker and Charles Beard, Jr. served as Compensation Committee members. John Dalton also served on the Compensation Committee through May of 2021. None of these individuals were, during 2021, an officer or employee of our Company, or was formerly an officer of our Company. There were no transactions in 2021 between us and any directors who served as Compensation Committee members for any part of 2021 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions. During 2021, none of our executive officers served as a director of another entity, one of whose executive officers served on the Compensation Committee, and none of our executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board.

Governance Committee

 

Members   Primary Responsibilities

Charles Beard, Jr. (Chair)

Mary Ann Cloyd

Lori Tauber Marcus

 

The Board determined that each member of the Governance Committee meets the independence requirements of the NYSE Listing Standards.

 

•   Identifies individuals qualified to become members of the Board, consistent with criteria approved by the Board

 

•   Develops and recommends to the Board criteria for selecting new directors

 

•   Recommends director nominees for approval by the Board and the shareholders, and considers and recruits candidates to fill vacancies on the Board

 

•   Reviews director candidates recommended by shareholders for election

 

•   Assesses the contributions of incumbent directors, including in light of selection criteria and Board needs

 

•   Advises the Board with respect to Committee membership and operations

 

•   Oversees preparation of the CEO succession plan and reviews succession plans for directors, Committee members and Committee chairs

 

•   Reviews with senior management our major risk exposures, as well as our risk management practices and our guidelines, policies and processes for risk assessment and risk management

 

•   Oversees compliance with legal and regulatory requirements, including the Company’s Code of Conduct and Business Ethic Policy

 

•   Develops and recommends to the Board corporate governance guidelines

 

•   Oversees the Company’s environmental, social and governance program

 

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The Nomination Process

In considering each director nominee for the Annual Meeting, the Board and the Governance Committee evaluate such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Governance Committee also evaluate each of the director’s contributions to the Board and role in the operation of the Board as a whole.

Consideration of Director Nominees. The Governance Committee considers possible candidates for nominees for directors from many sources, including management and shareholders. The Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as director nominees and other candidates recommended to the Governance Committee, in accordance with the following criteria:

 

   

their reputation for honesty and ethical conduct in their personal and professional activities and their strength of character and judgment;

 

   

their ability and willingness to devote sufficient time to Board duties;

 

   

their educational and industry background, as well as their business and professional achievements and experience, particularly in light of the Company’s business and its size, complexity and strategic challenges and whether they have demonstrated, by significant accomplishment in their fields, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company;

 

   

their potential contribution to the diversity and culture of the Board; and

 

   

their independence from management under requirements of applicable law and listing standards.

In connection with the selection of any new director nominee, the Governance Committee will assess the skills and experience of the Board, as a whole, and of each of the individual directors. The Governance Committee will then seek to identify those qualifications and experience sought in any new candidate in light of the criteria described above that will maintain a balance of knowledge, experience and skills on the Board and produce an effective Board. The Governance Committee has the authority to engage the services of executive search firms to assist the Governance Committee and the Board in identifying and evaluating potential director candidates. Following the identification of director candidates, such individuals will be interviewed by the Chairman and CEO and a majority of the Governance Committee members. The Governance Committee will consider the results of the interviews and will decide whether to recommend, and the Board will decide whether to approve, the candidate’s appointment as a director.

While the Board does not have a formal diversity policy, as a matter of practice, the Board considers diversity in the context of the Board as a whole and takes into account, among other factors, considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work.

Shareholder Nominations of Director Candidates. Our Governance Committee has adopted policies addressing the procedures by which shareholders may recommend director nominees. A shareholder desiring the Governance Committee to consider any person for nomination for election to the Board must deliver a written submission to the Governance Committee in care of the Secretary, Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134. Such submission must include (i) the candidate’s name and contact information; (ii) a detailed resume of the candidate and a statement explaining the qualifications of the candidate that, in the view of the candidate and/or the shareholder, would make such person a suitable director and a description of the candidate’s reasons for seeking election as a director, which description must include any plans or proposals that such person or the shareholder may have that relate to, or would result in any of the actions described in Item 4 of Schedule 13D (or any successor provision) under the Exchange Act; (iii) a statement of whether the candidate meets applicable law and listing requirements pertaining to director independence; (iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and other material relationships, between or among the candidate, the shareholder (and/or any beneficial owner on whose behalf the recommendation is made) and its affiliates and associates, or others acting in concert therewith, on the one hand, and the candidate and his or her respective affiliates and associates, or others acting in concert therewith; (v) any information relating to the candidate, the shareholder and their respective affiliates or associates that would be required to be disclosed in a proxy solicitation for the election of directors of the Company pursuant to Regulation 14A under the

 

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Exchange Act or otherwise be required to be provided pursuant to our Memorandum and Articles of Association; and (vi) the written consent of the candidate to serve as a director, if elected.

The submission should include an undertaking to submit to the Secretary of the Company a statement amending any of the foregoing information promptly after any material change occurs in such information as previously submitted. The Governance Committee may require additional information from the nominee to perform its evaluation of the eligibility of the nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. In addition to the foregoing, any nomination by a shareholder of any person for election to the Board must comply with the advance notice requirements of our Memorandum and Articles of Association. For more information regarding the advance notice requirements, see “Shareholder Proposals and Director Nominations for 2023 Annual General Meeting” in this proxy statement.

Board’s Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, which it fulfills directly and through its Committees, depending on the nature of the risks. Oversight is supported by management reports, reports by our independent auditors and advisors, all of which are intended to help the Board or the relevant Committees identify and manage key risks and exposures. The Board and its Committees also have regular executive sessions with the head of internal audit, as well as with the independent accountants and, where appropriate, other advisors, without any other management present. In addition, the Governance Committee reviews with senior management our major risk exposures, as well as our risk management practices and our guidelines, policies and processes for risk assessment and risk management. The Board satisfies its oversight responsibility through full reports by each Committee chair regarding the Committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. The allocation of risk oversight among the Board and its Committees is summarized below.

 

 

BOARD OF DIRECTORS

 

 

•   Strategic, financial and execution risks and exposures associated with our operations, including matters affecting capital allocation;

 

•   Major litigation exposures;

 

•   Significant regulatory changes that present risks or may otherwise affect our business operations;

 

•   Senior management succession planning;

 

•   Major acquisitions and divestitures; and

 

•   Other matters that present material reputational risk or risk to our operations, plans and prospects, taken as a whole.

 
                              

Audit Committee

•   Financial risk

 

•   Financial reporting

 

•   Public disclosures

 

•   Internal control over financial reporting

 

•   Financial policies

 

•   Credit and liquidity matters

 

Compensation Committee

•   Compensation structure, policies and practice

 

•   Compensation benefits and incentive plans

 

Governance Committee

•   Enterprise Risk Management Program

 

•   Corporate governance

 

•   Sustainability

 

•   Corporate social responsibility

 

•   Environment

 

•   Director succession

 

•   Ethics & compliance

 

•   IT, cyber security and privacy

 

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Compensation Risks

In 2021, as part of our risk management process, we conducted an annual comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of executive and non-executive employee compensation. Based on a review and analysis of our incentive plans, policies and programs, we believe that these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. In evaluating our compensation components, we took into consideration the following risk-limiting characteristics:

 

   

Bonus payout under our annual incentive plan and long-term incentive plan is capped;

 

   

A significant percentage of our overall pay mix is long-term or equity-based, which, when combined with our Stock Ownership Guidelines, aligns our executive officers’ interests with shareholders’ interests and minimizes the taking of inappropriate or excessive risk that would impair the creation of long-term shareholder value;

 

   

We use multiple objectives which serves to limit the potential benefit of any single episode of excessive risk taking;

 

   

We have effective management processes for establishing key financial and operating targets, and monitoring financial and operating metrics and all computations and recommendations are subject to multiple levels of review including local, regional, corporate, and board level reviews;

 

   

We have effective monitoring by external and internal audit; and

 

   

All our compensation programs include clawback provisions if an award is granted based upon incorrect data.

Sustainability and Social Responsibility at Fresh Del Monte Produce

As one of the world’s leading produce companies, we recognize that it is our responsibility to provide safe and wholesome food to our consumers, while also protecting and ensuring the well-being of our planet. This is why we embed sustainability into how we do business, including how we grow, transport, package and deliver our products and in how we interact with our communities.

As a vertically integrated consumer foods company, we also recognize our unique ability to impact many parts of the value chain. We know the food industry is a significant contributor of greenhouse gas emissions, and simultaneously we see the impacts of climate change on the ground, as we work to adapt our practices to shifting climate patterns, and increasingly extreme weather events. As a company, we are working to tackle the challenge of climate change in agriculture head on, and leading our industry towards transparency, accountability and transformative action on reducing greenhouse gas emissions.

From the devastating health and economic impacts of COVID-19 to the crucial need for an inclusive and equitable society to the urgency of addressing climate change, we believe it is critical to step up to the challenges our world is currently facing.

Key Sustainability and Social Responsibility Progress in 2021:

 

   

Became the first global marketer of fruits and vegetables to announce a partnership with the Science-Based Targets Initiative.

 

   

Purchased six new fuel-efficient vessels, which will have a major impact on lowering our carbon emissions.

 

   

Launched a multimillion-dollar research partnership with Queensland University of Technology in Australia to develop disease-resistant bananas in response to TR4, a serious global disease that is threatening the future of bananas.    

 

   

Helped to safeguard and restore the Quiriguá archaeological park, a UNESCO World Heritage Site, from the impacts of hurricane Eta and Iota and were recognized by the Guatemala Ministry of Culture.

 

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Expanded our partnership with the German Development Cooperation (GIZ), bringing biodiversity conservation to the landscape scale in Costa Rica and Guatemala.

 

   

Shared our sustainability progress at the biggest sustainability events in the world: including the United Nations Framework Convention on Climate Change, COP26, in Glasgow, Scotland and NYC Climate Week.

 

   

Won the Environmental Initiatives category in the 2021 SEAL (Sustainability, Environmental Achievement & Leadership) Business Sustainability Awards for our approach to farming while conserving biodiversity. SEAL is an environmental advocacy organization that honors leadership, transparency, and commitment to sustainable business practices.

Governance of Sustainability at Fresh Del Monte

The Governance Committee of the Board is responsible for all oversight of sustainability-related issues at Fresh Del Monte. The Governance Committee reviews with the Company’s senior management on major risk exposures (whether financial, operating, regulatory or otherwise) and the steps that management has taken to monitor and control such exposures, as well as the practices, guidelines, policies and processes for risk assessment and risk management. The Chief Sustainability Officer (“CSO”) (who also serves as the SVP of Agricultural Services, Research, & Development) reports key issues to the Governance Committee with support of the Sustainability Steering Committee.

The Chief Sustainability Officer is the key position in charge of both assessing and managing sustainability-related risks and opportunities and directing our regional team’s response. The CSO works directly with the Sustainability Steering Committee – a cross-departmental group of company leaders that build the company’s sustainability objectives in each area of impact. Members include the Chief Administrative Officer & General Counsel, Chief Human Resources Officer, Chief Financial Officer, Vice President of Investor Relations, Senior Director of Corporate Communications and Global Sustainability Manager.

The CSO and Sustainability Steering Committee then work with Sustainability Leaders in each of our operating facilities to enact critical sustainability programs, including climate mitigation and adaptation activities. Each facility globally has a team member responsible for managing sustainability-related programs and activities. In our larger agricultural operations, we have a formal position dedicated to sustainability and environmental management. Our operations work with key stakeholders in their operating regions and are able to respond and react to the unique context of sustainability where they are located.

Contributing to the health and well-being of our communities and the environment is both a responsibility and a benefit for our business. To further our commitment to sustainability across our company, in 2021, we convened six different working groups featuring over 40 talented and multi-disciplinary executives across the company (including finance, operations, sales and operation planning, human resources, engineering, research and development, and shipping). These groups were tasked with developing enhanced targets and roadmaps in order to chart the path forward of actions and investments that need to occur in the next ten years in order to make the company resilient. Our six strategic sustainability priorities were determined from a robust materiality assessment that included both internal and external stakeholders.

From this effort, we set new goals in 2021 in several areas. These build on our earlier goals from 2019. We depend on healthy workers living in thriving communities, as well as clean water, nourishing soil, and robust biodiversity for the success of our operations. As a result, we’ve enacted programs that support many of the United Nation’s Sustainable Development Goals (SDGs) for many years, including responsible land use, clean water, health and education. Our updated sustainability goals can be found in our 2020 Sustainability Report.

 

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Sustainability Strategy

Our sustainability strategy is deeply rooted in our culture at Fresh Del Monte Produce and we are all committed to working toward A Brighter World Tomorrow for generations to come. We work toward fulfilling our sustainability strategy by:

 

 

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Key Sustainability Commitments and Progress

 

 

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    *

Goal Achieved

  **

Green economic recovery is an economic recovery to the impacts of COVID-19 that is aligned with achieving long-term sustainability and climate action objectives to achieve a more resilient, inclusive and equitable future for the planet.

 

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In our 2020 Sustainability Report, we set new goals and standards for ourselves for the next five years. In 2021, we made great strides toward achieving these goals. We released an updated report to our 2020 CSR outlining our progress. Key takeaways:

 

 

We committed to reaching 100% of our global product volume certified as sustainably grown by SCS Global Services by 2025. We are on target as, to date, 77% of our production volume is certified as sustainably grown.

 

 

We committed to monitoring 100% of protected areas annually by 2025 by conducting an inventory of species in each of our reserves. We are on track, having met 41% of its target to date.

 

 

In order to grow with our communities, we plan to plant and/or donate 2,500,000 trees by 2025. We are on track, having met 41% of this target to date.

 

 

We committed to supporting 300 local sustainability programs that create measurable and lasting change by 2025. We have already surpassed this goal by reaching 122% of the goal.

 

 

We committed to providing educational opportunities to 20,000 students and adult learners by 2025. To date, we have exceeded our goal by reaching 115% of the goal.

 

 

With the objective of protecting the planet, we are aiming to reduce our absolute Scope 1 CO2e emissions from vessel shipping by 10% by 2025. We have recently made significant investments in six fuel-efficient vessels. To date, we have exceeded our goal of 10%, reaching a 32% reduction.

 

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We have added new goals, which include:

 

   

Contributing to a green economic recovery to COVID-19** in our neighboring communities by implementing an activity to improve local sustainable economic development in at least one of the communities affected by COVID-19 in Latin America.

 

   

Improving employee satisfaction scores to ensure all team members feel cared for, respected, inspired, motivated, empowered, valued and rewarded for their contributions compared to a 2020 baseline.

 

   

Reducing our Greenhouse Gas Emissions in alignment with the Science Based Targets initiative*:

 

   

Reduce our Scope 1 + 2 emissions by 27.5% compared to 2019 levels

 

   

Reduce our Scope 3 Emissions by 12.3% compared to 2020 levels

 

   

Implementing regenerative and soil health management practices in 100% of owned and associate growers’ farms.

 

   

Achieving at least a 10% improvement in Water Use Efficiency (kg of product / hectare grown / mm of water) in our owned farming operations compared to our 2020 baseline.

 

   

Achieving at least 80% of associate growers implementing water use efficiency practices in their operations.

 

   

Reducing the environmental impact of our packaging materials by increasing the use of recycled content, increasing the use of reusable containers and continued optimization of design to eliminate or replace unnecessary and problematic packaging materials.

 

   

Doubling the amount of recycled content in our most highly consumed secondary packaging by 2026***.

 

   

Reducing virgin plastic usage by 25% on consumer packaging we purchase by 2025***.

 

   

Doubling the amount of Returnable Plastic Crates (RPCs) used by the company by 2027***.

 

   

Ensuring that at least 65% of the boxes we source worldwide are certified for responsible sourcing (FSC, PEFC, or SFI) by 2023, in addition to our current sourcing of responsibly sourced paper.

 

   

Reducing our food loss and organic waste sent to landfills by 50% compared to our 2020 baseline.

 

    *

Pending validation from SBTi

  **

We’ve achieved a 32 percent reduction in Scope 1 CO2e emissions from vessel shipping in 2020, compared to our 2019 baseline. This reduction is due to both bringing our new, fuel-efficient vessels into operation, and impacts from COVID-19. We are now expanding our commitment to climate action beyond this target by setting a Science-Based Target for our company.

***

From 2020 Baseline

We have received various recognitions worldwide for our sustainability efforts, including:

 

   

2015 – Certified as Carbon Neutral by SCS Global Services at our banana operation in Costa Rica (BANDECO division).

 

   

2018 – The Department of Environment and Natural Resources – Environmental Management Bureau in the Philippines awarded Ms. Limpio with the Outstanding Women in Water Award.

 

   

2018 – Recognized as Kenya’s Exporter and Importer of the Year by East Africa Maritime Awards.

 

   

2018 – Our operations in Kenya scored an A grade (Outstanding) by the Business Social Compliance Initiative (BSCI).

 

   

2019 – Certified Carbon Neutral by SCS Global Services at our pineapple operation in Costa Rica (PINDECO division).

 

   

2020 – Received PR Daily’s Green and Environmental Stewardship award for our efforts in conserving vibrant forest habitats in Costa Rica.

 

   

2020 – Received honors from the government of Guatemala for our unwavering support to the Guatemalan people in the middle of the COVID-19 and ETA/IOTA crisis.

 

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2020 – Received four awards for our efforts to support our communities in California with food donations: (in 2020, we donated over 6.4 million pounds of fresh produce with our Port Hueneme operation to those in need). Awards include: Port Hueneme Oxnard Harbor District: Presidential COVID-19 Emergency Frontline Responder Award, San Fernando LGBT Community Center: Certificate of Appreciation, Food Bank of Santa Barbara County: 2020 Hunger Relief Champion and Oxnard Chamber of Commerce: Chair’s Awards of Excellence.

 

   

2020 – Committed to the Science Based Targets initiative for Climate Action.

 

   

2020 – Our Kenya launched a partnership with the World Benchmarking Alliance (WBA), the Universal Access Project of the UN Foundation (UNF), and five other global companies in advancing the health and well-being of more than 500,000 women workers.

 

   

2021 – Received Honors from the government of Guatemala for our support of communities affected by Hurricane Eta, our creation of a hospital for COVID-19 patients, and for our strategic approach to support the communities and workers during the COVID-19 crisis.

 

   

2021 – Received Certificate of Recognition for our support to the community and COVID-19 Response in the Municipality of Datu Abdullah Sangki in the Philippines.

 

   

2021 – Received COVID Seal recognition by the Chilean Security Association for outstanding performance in fighting the pandemic and caring for workers.

 

   

2021 – Received GIZ From Farm to Fork Idea Award for innovation in promoting biodiversity in Costa Rica.

 

   

2021 – Flavor of the Year Award for the outstanding taste experience of our Honeyglow® Pineapple in Italy, Spain, Portugal.

 

   

2021 – Letter of Recognition from the Guatemala Ministry of Culture for our work safeguarding and restoring the Quiriguá archaeological park, a UNESCO World Heritage Site, from the impacts of hurricane Eta and Iota.

 

   

2021 – Received Neutral Fuels Biofuel Certificate for contributing to the transition to a Net Zero future in the fight against climate change in our facility in Dubai, UAE.

 

   

2021 – Selected as a finalist for Rabobank’s 2021 Leadership in Sustainability award, an award that recognizes a high-impact organization that has achieved unique steps towards business, environmental, social, and governance sustainability.

 

   

2021 – Received the Environmental Initiatives award in the 2021 SEAL (Sustainability, Environmental Achievement & Leadership) Business Sustainability Awards for our approach to farming while conserving biodiversity.

More detailed sustainability information, including our sustainability journey, goals and commitments, and our sustainability report, is available on our website at www.freshdelmonte.com/sustainability.

Employee Compensation Recoupment Policy

We have adopted the Employee Compensation Recoupment or “Clawback” Policy (the “Recoupment Policy”), which covers all our current and former employees (the “Covered Employees”). The Recoupment Policy allows the Company to cancel and/or recover severance and other separation benefits and short-term and long-term incentive awards granted, payable or paid to Covered Employees in the event of:

 

   

any inaccurate financial statement – inaccurate financial statement means an inaccurate financial statement of the Company or any inaccurate calculation or determination of performance criteria with respect to the Company or a subsidiary (whether or not contained in a financial statement), regardless of whether such inaccuracy is the result of covered conduct or the subject of an accounting restatement, or

 

   

any covered conduct by any Covered Employees – covered conduct means gross negligence, intentional misconduct, fraud or embezzlement (referred to as serious misconduct), failure to comply with our Code of Conduct and Business Ethics Policy or any other employee policy, self-dealing or other breach of the duty of

 

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  loyalty, failure to comply with non-compete, non-solicit or confidentiality provisions or any other restrictive covenants contained in any employment agreements or behavior that is detrimental to the business or reputation of our Company.

If the Compensation Committee determines that a Covered Employee was paid or awarded during a three-year lookback period more than he or she would have been paid or awarded absent the inaccurate financial statement (other than as a result of serious misconduct), then the Compensation Committee may, to the extent permitted by applicable law, seek to recover such excess compensation from short-term or long-term incentive awards. If the Compensation Committee determines that during a three-year lookback period any serious misconduct occurred (including if such serious misconduct resulted in an inaccurate financial statement), the Compensation Committee may cancel and/or recover any short-term or long-term incentive awards and any severance or other separation benefits granted, payable or paid to a Covered Employee, with no limit to the amount that it may cancel or recover.

No Hedging Policy

We have adopted a hedging policy that prohibits all our directors and employees, including our executive officers, or any of their designees, family members or entities that they influence or control, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities that were granted to the director or employee as part of their compensation or that are held, directly or indirectly, by any such persons.

Code of Conduct and Business Ethics Policy

We have adopted a Code of Conduct and Business Ethics Policy, or the Code, that applies to all our employees and to our directors. The Code is designed to ensure that our business is conducted in a consistently legal and ethical manner. The Code includes policies on employment, conflicts of interest and the protection of confidential information, and requires adherence to all laws and regulations applicable to the conduct of our business. Our Code addresses the requirements and obligations applicable to officers and employees with important roles in the financial reporting process.

The Code is available on our Website at www.freshdelmonte.com under the “Investor Relations” tab. We intend to disclose any amendments to, or waivers of, the Code relating to our directors or executive officers on our Website within four business days following the date of the amendment or waiver. Only the Board may grant a waiver from any provision of our Code in favor of a director or executive officer.

Related Person Transactions

In 2021, we incurred approximately $2,365,090 of air charter expenses with respect to an aircraft that is indirectly owned by Mohammad Abu-Ghazaleh and is managed by Arab Wings, an aircraft management company in which Mohammad Abu-Ghazaleh has an ownership interest. Mohammad Abu-Ghazaleh is Chairman of Arab Wings, Ahmad Abu-Ghazaleh is Vice Chairman and CEO of Arab Wings, and Amir Abu-Ghazaleh serves as one of its directors. The Audit Committee reviewed and evaluated all such expenses on a quarterly basis during 2021 and determined that the rates charged for these services were comparable to market rates charged to unrelated companies for use of a similar aircraft. Del Monte Food Company Jordan LLC is owned 50% by Del Monte UAE, a wholly owned indirect subsidiary of the Company, and 50% by Mohammad Abu-Ghazaleh. Under the laws of Jordan, Mohammad Abu-Ghazaleh is required to own 50% of Del Monte Food Company Jordan LLC.

Related Person Transactions Policy

Our Code of Conduct includes our policy for the review and approval of related person transactions. The policy operates in conjunction with other aspects of our Company’s compliance program and requires directors and employees to report any circumstances that may create or appear to create a conflict between the interests of the related person and those of our Company, regardless of the amount involved. Our directors and executive officers must also periodically confirm information about related person transactions, and management reviews its books and records and makes other inquiries as appropriate to confirm the existence, scope and terms of related person transactions.

 

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Under the policy, a “related person” is (i) a director, or executive officer of the Company, his or her immediate family members, any individual (other than tenants and employees) who shares that person’s home, or any entity that any of them controls or in which any of them has a substantial beneficial ownership interest; or (ii) any person who is the beneficial owner of more than 5% of our voting securities or a member of such person’s immediate family. A related person transaction is a transaction involving the Company and a related person, excluding certain employment arrangements.

Pursuant to the policy and NYSE listing standards, the Audit Committee must evaluate each related person transaction and recommend to the disinterested members of the Board whether the transactions are fair, reasonable and within Company policy, and should be approved. Related person transactions entered into, but not approved or ratified, are subject to termination if so directed by the Audit Committee or the Board, as applicable. The Audit Committee considers each related person transaction in light of all relevant factors and the controls implemented to protect the interests of our Company and our shareholders, including:

 

   

The benefits of the transaction to the Company;

 

   

The terms of the transaction and whether they are arm’s length and in the ordinary course of our business;

 

   

The direct or indirect nature of the related person’s interest in the transaction;

 

   

The size and expected term of the transaction; and

 

   

Other facts and circumstances that bear on the materiality of the related person transaction under applicable law and listing standards.

DIRECTOR COMPENSATION

General. The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following types and levels of compensation:

Annual Equity Grant. At each annual meeting, non-employee directors receive an equity grant in the form of restricted stock units. For 2021, the equity grant had an aggregate grant date value equal to $125,000. Pursuant to this policy, on May 4, 2021, each non-employee director received an award of 4,331 restricted share units, which vest in four equal installments on each of July 30, 2021, October 31, 2021, January 31, 2022, and April 30, 2022. Upon vesting of the awards, directors are required to hold the shares until the share ownership guidelines are met under our share ownership and retention policy. See “Share Ownership Policy” below. Upon review of market peer data presented by the Compensation Committee’s compensation consultant, the Compensation Committee recommended and the Board has approved increasing the aggregate grant date value of the annual equity award from $125,000 to $150,000 commencing at the 2022 annual meeting.

Retainer and Fees Paid in Cash. The annual retainer for non-employee directors is $90,000. Directors serving as members of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to additional annual retainers of $15,000, $7,500 and $5,000, respectively. The lead independent director is entitled to an additional retainer of $35,000, and the Chairs of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to an additional retainer of $25,000, $15,000 and $15,000, respectively. Non-employee directors are also reimbursed for incidental expenses associated with each Board and/or Committee meeting. Directors who are employees do not receive any additional compensation for their services as a director. Upon review of market peer data presented by the Compensation Committee’s compensation consultant, the Compensation Committee recommended and the Board has approved increasing the annual retainer to the chair of the Compensation Committee by $5,000 to $20,000 commencing at the 2022 annual meeting.

 

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CORPORATE GOVERNANCE

 

 

The following table sets forth information regarding the compensation of our non-employee directors for 2021. Mohammad Abu-Ghazaleh, our Chairman and CEO, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mohammad Abu-Ghazaleh’s compensation, see “Executive Compensation” beginning on page 59.

 

Name  

Fees Earned or

Paid in Cash ($)(1)

   

Stock

Awards ($)(2)(3)

    Total ($)  

Amir Abu-Ghazaleh

 

 

90,000

 

 

 

124,933

 

 

 

214,993

 

Ahmad Abu-Ghazaleh

 

 

90,000

 

 

 

124,933

 

 

 

214,993

 

Mary Ann Cloyd

 

 

125,000

 

 

 

124,933

 

 

 

249,993

 

Michael J. Berthelot

 

 

155,000

 

 

 

124,933

 

 

 

279,993

 

Charles Beard, Jr.

 

 

110,000

 

 

 

124,933

 

 

 

234,993

 

Lori Tauber Marcus(4)

 

 

82,500

 

 

 

124,933

 

 

 

207,493

 

Kristen Colber-Baker(5)

 

 

84,375

 

 

 

124,933

 

 

 

209,368

 

John H. Dalton(6)

 

 

29,375

 

 

 

 

 

 

29,375

 

 

(1)

Amounts reflect the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees and committee and/or chair fees for our 2021 fiscal year.

(2)

Amounts reflect the full grant date fair value of a grant of restricted shares, determined in accordance with FASB ASC 718-10 Compensation – Stock Based Compensation. For additional information on the valuation assumptions regarding the fiscal 2021 grants, refer to Note 14 to our financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K filed with the SEC.

(3)

The following table sets forth the aggregate number of restricted stock units outstanding December 31, 2021 for each of our non-employee directors who received a restricted stock unit award in 2021.

 

Name

 

RSUs(a)

 

Amir Abu-Ghazaleh

 

 

2,195

 

Ahmad Abu-Ghazaleh

 

 

2,195

 

Mary Ann Cloyd

 

 

2,195

 

Michael J. Berthelot

 

 

2,195

 

Charles Beard, Jr.

 

 

2,195

 

Lori Tauber Marcus

 

 

2,195

 

Kristen Colber-Baker

 

 

2,195

 

 

  (a)

Includes 30 dividend equivalent units that are subject to the same restrictions and vesting criteria based on the underlying RSUs to which they relate.

(4)

Lori Tauber Marcus was appointed to the Board effective May 4, 2021.

(5)

Kristin Colber-Baker was appointed to the Board effective May 4, 2021.

(6)

John Dalton stepped down from the Board effective May 4, 2021.

Share Ownership Policy. We have a share ownership policy that applies to non-employee directors. Non-employee directors are expected, within five years of the director’s appointment, to own Ordinary Shares having a value equal to four times the annual cash retainer for non-employee directors. The current annual board retainer is $90,000, and, as a result, the new ownership target is Ordinary Shares having a value of $360,000. Valuation of the Ordinary Shares owned will be based on the grant date value of the Ordinary Shares. Each of our non-employee directors is in compliance with the new guidelines and recent board members are proceeding reasonably towards timely meeting the new guidelines. We believe that this ownership policy further aligns director and shareholder interests and thereby promotes the objective of increasing shareholder value.

 

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PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

PROPOSAL SUMMARY

What Are You Voting On?

We are asking our shareholders to ratify the appointment of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the 2022 fiscal year. The Audit Committee and the Board are submitting the selected firm to our shareholders as a matter of good corporate governance.

Voting Recommendation

The Board recommends that you vote “FOR” the ratification of the appointment of EY as the Company’s independent registered public accounting firm for the 2022 fiscal year.

The Audit Committee has selected EY to serve as the Company’s independent registered public accounting firm for the 2022 fiscal year. The Audit Committee values shareholder views on the Company’s independent registered public accounting firm and believes it is appropriate to seek shareholder ratification of this selection.

The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm unless you specify otherwise.

 

LOGO  

The Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young

 
 

 

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RATIFICATION OF AUDITORS

 

 

Selection of our Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence.

The Audit Committee has selected EY to continue to serve as our independent registered public accounting firm for the 2022 fiscal year. EY has served as our independent registered public accounting firm since 1997. In accordance with SEC rules and EY policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.

The Audit Committee believes that the continued retention of EY as our independent registered public accounting firm is in the best interest of our Company and our shareholders, and we are asking our shareholders to ratify the selection of EY as our independent registered public accounting firm for the 2022 fiscal year.

Benefits of EY’s tenure as our independent registered public accounting firm include:

 

 

Increased Audit Quality

After years of experience as the Company’s independent auditor, EY has gained institutional knowledge of and deep expertise in our global operations and businesses, accounting policies and practices, and internal control over financial reporting that increases the quality of their audit.

 

Competitive Fees

EY’s fees are competitive with their peers because of their familiarity with the Company and its businesses.

 

Avoid Transition to New Auditor

Engaging a new independent auditor would likely result in additional costs and require a significant time commitment from management, which could distract management from its focus on other areas, such as financial reporting and internal controls.

We are submitting the selection of EY to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event our shareholders do not ratify the appointment, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of EY to serve as our independent registered public accounting firm for the 2022 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of EY for the 2022 fiscal year.

We expect representatives of EY to be present at the meeting. The representatives will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

Fees Paid to EY

The following table presents all fees billed or expected to be billed for professional audit services rendered by EY for the audit of our annual consolidated financial statements for our 2021 and 2020 fiscal years, and fees billed or expected to be billed for other services rendered to us by EY:

 

     Fiscal Year  
(U.S. dollars in millions)   2021     2020  
Audit fees (1)   $ 4.8     $ 4.7  
Audit-related fees (2)            
Tax fees (3)     0.3       0.6  
All other fees            

Total

  $ 5.1     $ 5.3  

 

(1)

Audit fees consisted of the fees and expenses for professional services rendered in connection with (i) the audit of our annual consolidated financial statements and the effectiveness of our internal controls over financial reporting; (ii) review of the interim financial statements contained in each of our Quarterly Reports on Form 10-Q; and (iii) statutory audits.

 

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RATIFICATION OF AUDITORS

 

 

(2)

Audit-related fees consist of the fees billed for services that are reasonably related to the performance of the audit or review.

(3)

Tax fees consisted of fees for tax compliance and other permissible tax related services.

Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services

The Audit Committee has established a policy for the pre-approval of all audit and permitted non-audit services proposed to be provided to us by EY. Under the policy, the Audit Committee pre-approves all services obtained from our independent registered public accounting firm by category of service, including a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on auditor independence. If it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the policy delegates pre-approval authority to the Audit Committee chair to pre-approve services up to $50,000, and the Audit Committee may also delegate authority to one or more of its members to pre-approve services. The Audit Committee member to whom such authority is delegated must report, for informational purposes, any pre-approval decisions to the Audit Committee at its next scheduled meeting. All services rendered by EY to our Company are permissible under applicable laws and regulations. All audit and permitted non-audit services provided by EY during the 2021 fiscal year were pre-approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy in effect during 2021.

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process and internal control structure on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process, including the internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements of the Company, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and their judgments as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee discussed with the independent auditors such matters as are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with the independent auditors that firm’s independence, and also considered the compatibility of non-audit services with maintaining the independent auditors’ independence.

The Audit Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the board of directors (and the board of directors approved) that the audited financial statements be included in the Annual Report on Form 10-K for the 2021 fiscal year for filing with the SEC.

The Audit Committee:

Mary Ann Cloyd, Chair

Michael J. Berthelot

Kristin Colber-Baker

Lori Tauber Marcus

March 10, 2022

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report above and the Compensation Committee Report below shall not be incorporated by reference into this proxy statement.

 

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EXECUTIVE OFFICERS

 

Set forth below is certain information relating to our executive officers as of the date of this proxy statement. Biographical information with respect to Mohammad Abu-Ghazaleh is set forth above under “Proposal 1—Election of Directors.”

 

     
Name   Age    Position
     
Mohammad Abu-Ghazaleh   80    Chairman and Chief Executive Officer
     
Monica Vicente   56    Senior Vice President and Chief Financial Officer
     
Mohammed Abbas   46    Executive Vice President and Chief Operating Officer
     
Effie Silva   47    Senior Vice President, General Counsel & Secretary
     
Hans Sauter   62    Senior Vice President, Chief Sustainability Officer, Corporate R&D, QA & Agricultural Services
     
Helmuth A. Lutty   63    Senior Vice President, Shipping Operations
     
Jorge Pelaez   59    Vice President, Columbia, Ecuador, Central America and Brazil, (CECAB)
     
Sergio Mancilla   62    Vice President, South America
     
Gianpaolo Renino   54    Vice President, Europe and Africa
     
Ziad Nabulsi   48    Senior Vice President, North American Operations
     
Jesus Rodriquez Calvo   56    Senior Vice President, North American Sales and Marketing

Monica Vicente has served as Senior Vice President and Chief Financial Officer since April 1, 2022. Prior to that time, she served as our Vice President, Corporate Finance, since 2003 and most recently led our regional finance, global financial planning and analysis, investor relations and global procurement functions. Ms. Vicente also led other finance functions in her 24-year tenure with the Company, including SEC reporting and controlling, tax, and treasury. Prior to joining the Company, Ms. Vicente spent six years at Ernst & Young in their assurance services group.

Mohammed Abbas has served as our Executive Vice President and Chief Operating Officer since February 1, 2022. He previously served as Senior Vice President, Asia Pacific and Middle East Region since October 2019. Prior to that time, Mr. Abbas served as our Vice President, Middle East and North Africa from January 2016 to November 2019. From April 2015 through December 2015, he served as Vice President of Fresh Produce, for our Middle East and North Africa, (MENA) region. Mr. Abbas served as the General Manager of Del Monte Saudi Arabia from June 2009 to March 2015. Prior to that time, he served as our General Manager of Del Monte Foods UAE since the inception of the first unit in the MENA Region in January 2007 until May 2009.

Effie Silva has served as Senior Vice President, General Counsel & Secretary since April 11, 2022 . Ms. Silva oversees the Global Legal, Ethics & Compliance functions and also serves as Secretary for the Board of Directors. Before joining the Company, Ms. Silva served as Global Ethics & Compliance Leader at Cargill, Inc., a large privately held food company, from January 2020 to March 2022. From 2018 to 2019, Ms. Silva served as Vice President & Associate General Counsel at Tyson Foods, Inc., a publicly held food company. Prior to that, Ms. Silva spent 17 years at leading law firms, including Duane Morris, LLP in Miami from 2017 to 2018, McDermott, Will & Emery, LLP in Miami from 2013 to 2016 and Baker & McKenzie, LLP in Miami from 2005 to 2013.

Hans Sauter has served as our Senior Vice President, Corporate R&D, QA and Agricultural Services since February 2019 and also as our Chief Sustainability Officer since January 2020. Prior to that time, he served as our Vice President of Corporate R&D and Agricultural Services from February 2014 to February 2019. Mr. Sauter served as Director, Agricultural Services and New Development from 1998 to 2012, when he was named Vice President, Agricultural Services & Special Projects for the Colombia, Ecuador, Central America and Brazil (CECAB) region. Mr. Sauter joined the Company in 1988 as Plant Pathology Superintendent for the Costa Rica banana division, and from 1991 to 1998, he led the Costa Rica pineapple division Research Department during the time the Del Monte Gold® Extra Sweet pineapple was first launched.

 

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EXECUTIVE OFFICERS

 

 

Helmuth A. Lutty has served as our Senior Vice President, Shipping Operations since January 2018. Prior to that time, he served as our Vice President, Shipping Operations from 2006 to December 2017. Mr. Lutty additionally held positions of increasing responsibility from when he joined us in 1997 through 2006.

Jorge Pelaez has served as our Vice President, CECAB, since April 2017. From February 2015 to March 2017, Mr. Pelaez served as the General Manager in our Costa Rica Banana Division. From 2012 to January 2015, he served as Senior Operations Director in our Costa Rica Banana Division, and as our Operations Manager in our Costa Rica Banana Division from 2010 to 2011. Mr. Pelaez served as the General Manager in our Cameroon Banana Division from 2004 to 2009. Prior to that time, he served as our Operations Manager, Brazil from 1994 to 2003. Mr. Pelaez held various senior positions in our banana operations from 1984 to 1994.

Sergio Mancilla has served as our Vice President, South America since March 2012. From 2006 until 2012, he served as Director, Shipping Operations for South America when he relocated back to his home country after serving as Senior Vice President, Shipping Operations from 1997 until 2006, which position was based in Coral Gables, Florida.

Ziad Nabulsi has served as our Senior Vice President, North American Operations since May 2021. Mr. Nabulsi has been with our company for 14 years where he has held positions of increasing responsibility. Mr. Nabulsi began his tenure with us in Costa Rica and has held positions across the North American region and in Jordan. Ahmad Abu-Ghazaleh is Mr. Nabulsi’s cousin and Mohammad Abu-Ghazaleh is his uncle-in-law.

Jesus Rodriquez Calvo has served as our Senior Vice President, North American Sales and Marketing since May 2021. Prior to that time, Mr. Rodriguez served as a Director of DSD Sales for Goya Foods, Inc., a global food company, from 2017 through 2020. Prior to that time, he held various senior positions in sales and sales operations with Nestle S.A., a global food company, where his last role was Division Vice President for the frozen food division.

Gianpaolo Renino has served as our Vice President, Europe and Africa since August 2016. From January 2014 until August 2016, he served as Senior Director-Italy. Prior to that time, he served as our Director, Southern Europe-Prepared Food. From 2005 to 2010, Mr. Renino served as our Senior Manager, Middle East and North Africa (MENA) and Europe region. From 2004 to 2005, he served as Business Development Manager, Middle East and Eastern Europe.

 

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PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

 

 

PROPOSAL SUMMARY

What Are You Voting On?

Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to vote on a non-binding, advisory basis to approve the compensation paid to our named executive officers, as disclosed in this proxy statement.

Voting Recommendation

The Board recommends that you vote “FOR” this proposal because it believes that the Company’s compensation policies and practices effectively achieve the Company’s primary goals of attracting and retaining key executives, rewarding achievement of the Company’s short-term and long-term business goals, and aligning our executives’ interests with those of our shareholders to create long-term sustainable value.

This proposal calls for the approval of the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for our 2022 Annual General Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure.”

In considering your vote, we invite you to review the Compensation Discussion and Analysis beginning on page 42. This advisory proposal, commonly referred to as a “say on pay” proposal, is not binding on the Board. However, the Board takes shareholder feedback seriously and it and the Compensation Committee will review and consider the voting results when evaluating the Company’s executive compensation program.

The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to approve, on a non-binding basis, the compensation paid to our named executive officers unless you specify otherwise.

 

LOGO

 

 

 

 

The Board recommends

that you vote “FOR”

approval of executive

compensation

    

 

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

 

Introduction

We are providing shareholders an advisory vote on executive compensation, often referred to as a “say-on-pay” vote, as required by Section 14A of the Exchange Act. The advisory vote on executive compensation is a non-binding vote on the compensation of our named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this proxy statement.

 

As described in the Compensation Discussion and Analysis section, our executive compensation program is designed to align the interests of our named executive officers with the interests of our shareholders. Our executive compensation

programs are based on a pay-for-performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both short-term performance objectives and long-term shareholder value. We believe our program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to creating shareholder value. This balance is evidenced by the following:

 

•   A competitive, market-driven base salary;

 

•   An annual cash incentive award that is focused on corporate and individual performance;

 

•   A long-term cash incentive plan award that is dependent on the achievement of corporate goals;

 

•   Equity awards, consisting of restricted stock units and performance-based stock units that vest over time; and

 

•   Stock ownership guidelines that promote continued alignment of our executives’ interests with those of our shareholders and discourage excessive risk taking for short-term gains.

 

 
   
 

KEY COMPENSATION
PRACTICES

 

 Appropriate mix of fixed and variable compensation

 

 Executive compensation tied to financial and operating performance

 

 Rigorous stock ownership guidelines

 

 Robust clawback policy

 

 No short-sales or hedging of our shares permitted

 

 Annual risk assessment of compensation programs

 

 

 Use of an independent compensation consultant

 

Shareholders are being asked to vote on the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement for our 2022 Annual General Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure.”

This advisory vote on executive compensation is not binding on our Board and neither the Board nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. However, the Board will take into account the result of the vote when determining future executive compensation arrangements.

 

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COMPENSATION MATTERS

 

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2021 compensation of our named executive officers, or NEOs. As discussed in Proposal 3 on page 40, we are conducting a Say on Pay vote this year that requests your approval, on an advisory basis, of the compensation of our named executive officers as described in this section and in the tables and accompanying narrative contained in “Executive Compensation.” As part of that vote, you should review our compensation philosophies, the design of our executive compensation programs and how, we believe, these programs have contributed to the strong financial performance that we have provided to shareholders over the long term.

Our named executive officers for 2021 are those executive officers listed below:

 

   

Mohammad Abu-Ghazaleh

   Chairman and Chief Executive Officer
   

Eduardo Bezerra(1)

   Senior Vice President and Chief Financial Officer
   

Youssef Zakharia(2)

   President and Chief Operating Officer
   

Marlene M. Gordon(3)

   Senior Vice President, Chief Administrative Officer, General Counsel & Secretary
   

Mohammed Abbas(4)

   Senior Vice President, Asia Pacific and Middle East Region

 

  (1) 

Mr. Bezerra resigned as our Senior Vice President and Chief Financial Officer effective as of March 31, 2022.

  (2) 

Mr. Zakharia ceased serving as our President and Chief Operating Officer on January 31, 2022.

  (3) 

Ms. Gordon resigned as our Senior Vice President, Chief Administrative Officer, General Counsel & Secretary effective as of April 8, 2022.

  (4) 

Mr. Abbas assumed the position as Executive Vice President and Chief Operating Officer on February 1, 2022. His compensation discussed in this CD&A was for his role set forth in the table above.

 

 

 

 

Our executive compensation philosophy is focused on linking pay with performance.

 

We seek to develop a compensation program that maintains a strong link between executive pay and successful execution of our strategy and long-term shareholder value creation.

 

 

COMPENSATION DISCUSSION AND ANALYSIS

TABLE OF CONTENTS

 

 

Section

     Page  

Executive Summary

     43  

2021 Performance Highlights

    

Compensation Philosophy

     44  

Compensation Elements

     44  

Compensation Governance

     45  

Our 2021 Compensation Program

     46  

Base Salaries

     46  

Annual Incentive Awards

     46  

Long-Term Cash Incentives

     50  

Equity Awards

     52  

Other Compensation Components

     53  

Compensation Setting Process

     54  

Role of Compensation Committee and Management

     54  

Role of Independent Compensation Consultant

     54  

Evaluating Compensation Program Design

     55  

Consideration of Shareholder Advisory Vote

     56  

Compensation Governance

     56  

Stock Ownership Guidelines

     56  

Prohibitions on Hedging

     57  

Tax Deductibility of Compensation

     57  

Executive Compensation Tables

     59  
 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Executive Summary

We, like many other companies, faced numerous challenges during 2021 as a result of the COVID-19 global pandemic and the actions implemented by governments around the world to contain the pandemic. However, we firmly believe that we will emerge stronger and more resilient than we were before. Since the beginning of the COVID-19 pandemic, we have been mindful of the needs of all of our stakeholders as we navigated the crisis and the significant impacts the pandemic is having on communities and businesses around the world. Towards that end, we empowered our executive management to focus on:

 

   

prioritizing the health and safety of our team members and the communities in which we operate;

 

   

maintaining an uninterrupted supply chain to keep our fresh fruits and vegetables – safe, ready and available from our farms to our customers; and

 

   

continuing to focus on the implementation of our six strategic goals that we believe will position Fresh Del Monte for long-term sustainable growth.

 

 

LOGO

In 2021, even in the face of a two-year-long pandemic, we made significant progress toward these six goals. Specifically, we:

 

   

Added two state-of-the-art refrigerated container vessels in the first half of the year – bringing our fleet to a total of 14 vessels, six of which are new vessels. The fleet also enabled us to expand our third-party freight services;

 

   

Expanded our customer and brand partnerships which align with our vision and strategy. With these projects, we are leveraging technology and data, coupled with our agricultural expertise, to grow products while minimizing costs and preserving the environment;

 

   

Continued to make capital investments in technology and automation to become a more efficient producer;

 

   

Continued to make progress on our Corporate Social Responsibility report goals, demonstrating our continuous commitment to deliver on sustainability and social responsibility objectives; and

 

   

Were the first global marketer of fruits and vegetables to commit to the Science Based Target consistent with the levels required to meet the goals of the Paris Agreement.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Executive Compensation Philosophy - Linking Compensation with Vision

Our executive compensation program is tied into our business transformation strategy. We believe that it is important to have compensation metrics, both quantitative and qualitative, that will support and drive the implementation of our five-year strategic goals. The program includes four principal goals:

 

  1.

Align with Shareholder Interests: Align the interests of our executives with those of our shareholders by requiring significant stock ownership, tying significant portions of pay to performance, paying a portion of compensation in equity and subjecting equity compensation to multi-year vesting periods;

 

  2.

Performance Based: Tie significant portions of compensation to performance and achievement of our short-term and long-term business goals and ensure that compensation focuses on corporate performance over individual performance;

 

  3.

Strong Fiduciaries: Incentivize executives to make prudent business decisions and maximize shareholder value without exposing the Company to unreasonable levels of risk; and

 

  4.

Market Competitiveness: Attract and retain key executives with the capability to lead the business forward.

Executive Compensation Elements - Tying Pay to Performance

The Compensation Committee regularly assesses the elements of our executive compensation program to ensure that pay is tied to performance and that it is using executive compensation components that it believes will most cost effectively attract and motivate executive officers and reward them for their individual achievements and those of the Company as a whole. The Compensation Committee designed our executive compensation program to be weighted towards performance-based at-risk compensation. As is evidenced by the charts below, 82% of our CEO’s target direct compensation and 58% of our other current NEO’s target direct compensation is at risk.

 

 

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The Compensation Committee allocates total compensation between cash and equity compensation based on benchmarking to our peer group, discussed below, while considering the balance between providing short-term incentives and long-term parallel investment with shareholders to align the interests of the executive management team with shareholders. The Compensation Committee evaluates the balance between equity and cash compensation among NEOs annually.

Our long and short-term incentive plans are based upon quantifiable and objective performance goals established at the beginning of each period and the achievement of which is subject to a multi-tiered review process. Metrics are approved by the Compensation Committee to align with our five-year strategic goals, drive strong business performance and generate top and bottom-line business growth. For NEOs other than our CEO, following an initial proposal by management, the Compensation Committee considers and discusses such proposal, making modifications where appropriate, and approves the pre-established financial objectives at the beginning of the fiscal year or performance period, considering, among other things, the performance objectives in the Company’s annual and long-term business plan. The individual objectives are established by our Compensation Committee to incentivize our NEOs on functional and business objectives that are core to driving growth and value for shareholders.

 

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Based on these objectives, the Compensation Committee continued to use the following four elements of compensation during 2021:

 

Element

   Fixed or
Variable
  Objectives
   

Base Salary

  

Fixed

Short-Term

Cash

  Attract and retain executives by offering salary that is competitive with market opportunities and that recognizes each executive’s position, role, responsibility and experience
   

Annual

Incentive

  

Variable

Short-Term

Cash

 

Motivate and reward the achievement of our annual Company-wide financial performance objectives and Individual functional/business objectives

 

   

Long-Term Incentive Plan – Cash

  

Variable

Long-Term

Cash

 

Motivate and reward the achievement of long-term financial objectives and individual goals

 

Vest at the end of 3 years

   

Equity Awards

  

Variable

Long-Term

Equity

 

Align executives’ and shareholders’ interests and promote retention

 

Performance-Based Restricted Stock Units

 

•   50% of Total Equity Award

•   Based on Company-wide EBITDA

•   Vest over 3 years

 

Restricted Stock Units

 

•   50% of Total Equity Award

•   Vest over 3 years

 

Strong Compensation Governance - Align Executives’ Interests with Shareholders

 

   

Significant Portions of Compensation are At-Risk. For 2021, 82% of target total compensation awarded to the CEO and 58% of target total compensation awarded to all other NEOs was at risk.

 

   

Multi-year vesting of all Equity Awards. To the extent earned, our PSUs vest over three years while our RSUs vest over four years.

 

   

Robust Stock Ownership Requirements. All of our executive officers are required to obtain and maintain ownership of our Ordinary Shares equal to a multiple of his or her base salary within five years from the date they are named an officer. Our CEO is required to maintain 5x his base salary, our COO is required to maintain 3x his base salary and all other NEOs are required to maintain 2x his or her base salary.

 

   

Strong Stock Holding Period Requirements. All Ordinary Shares issuable upon vesting of our PSUs are required to be held until six months after the executive has left the Company.

 

   

Broad Clawback Policy. We have a broad recoupment, or “clawback,” policy that applies to all current and former employees. Our policy allows us to recover over a three-year lookback period any severance, short-term or long-term incentive awards (cash or equity), paid or awarded in the event of (1) any inaccurate financial statements or calculation of performance criteria (regardless of whether or not such inaccuracy is the result of covered conduct or an accounting restatement), (2) any gross negligence, intentional misconduct, fraud or embezzlement, (3) a failure to comply with our Code of Conduct and Business Ethics Policy or any other employee policy, self-dealing or other breach of the duty of loyalty, (4) a failure to comply with non-compete and restrictive covenants or (5) any behavior that is detrimental to the business or reputation of our Company.

 

   

Independent Compensation Decision Makers. Our Compensation Committee is comprised entirely of independent directors and they have engaged an independent compensation consultant that provides no other services to the Company.

 

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CEO Severance has a “Double Trigger.” Our Executive Retention and Severance Agreement with our CEO has a double trigger.

 

   

Restrictions on Hedging. We prohibit hedging of our Ordinary Shares.

Our 2021 Compensation Program

The principal components of our executive compensation program are base salary, an annual cash incentive, long-term cash incentive and equity awards, both performance and service-based. We also provide our executives with a limited number of perquisites and health and welfare benefits similar to those provided to our other employees.

Impact of COVID-19 on 2021 Compensation

As part of its evaluation of NEO compensation for 2021, the Compensation Committee considered the impact of COVID-19 on our executive compensation program by reference to the principles of the program, including linking compensation with vision, tying pay to performance, aligning executives’ interests with shareholders, and motivating and retaining key talent, which includes maintaining a program that is a fair reflection of corporate and individual performance. We encouraged our NEOs to prioritize keeping employees safe, engaged and motivated; securing the integrity of our supply chain; advancing ESG initiatives; maintaining liquidity; and continuing to pursue the six goals of our long-term strategy.

Base Salary

Why we pay base salaries. The Compensation Committee believes that payment of competitive base salaries is an important element for attracting, retaining and motivating our executives. In addition, the Compensation Committee believes that having a certain level of fixed compensation allows our executives to dedicate their full-time business attention to our company.

How base salaries are determined. Base salaries reflect the value of the position and the attributes the executive brings to Fresh Del Monte Produce and are based on a subjective evaluation of the performance of the NEOs as assessed by the Compensation Committee and the CEO (other than for himself), as well the NEO’s experience, commitment to our core values and potential for advancement. The base salary component of our compensation program is designed to provide our NEOs with total base salary that is close to the median or 50th percentile among peer group companies. Salary levels for our executives are reviewed at least annually.

2021 base salary decisions.

In February 2021, the Compensation Committee approved an increase of 22.8% to our CFO as Mr. Bezerra’s base salary was approximately 65% of the median and his total direct compensation was less than 50% of the median of our peer group companies. For each of our other NEOs, other than our CEO, the base salary increases ranged from 2.5% to 3.5% and were based on performance and to better align their respective base salaries with our peer group. The CEO has not received an increase in his base salary since 2004.

Annual Incentive Awards

Our annual cash incentive award plans are designed to reward an NEO for his or her contribution to our achievement of our annual financial objectives and to reflect the executive’s contribution to our operational and financial goals. Our annual cash incentive award has traditionally been set up as two different programs, our CEO Annual Incentive Plan (the “CEO AIP”) and our Annual Incentive Plan for Senior Executives (the “Senior Executive AIP”).

 

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Why we pay annual incentive compensation. The Compensation Committee believes that the annual incentive award programs encourage executive officers to focus on those short-term financial, operational, functional and qualitative performance metrics that will be the basis of long-term growth. The Compensation Committee annually reviews the appropriateness of each of these performance metrics, their relationship to our overall growth strategy and the impact of such performance metrics on long-term shareholder value, and revises the measures, as necessary to maintain alignment with our business plan.

Chief Executive Officer Annual Incentive Plan

How the CEO Annual Incentive Award was determined. For 2021, the Compensation Committee continued the CEO AIP with revised financial performance objectives and profitability threshold. The CEO AIP is designed to make the CEO’s annual performance objectives relevant to our current economic and operational environment and our current business initiatives. The Compensation Committee establishes annual performance goals targeting key performance objectives that it believes are relevant to our desired business results for the coming year.

The CEO AIP provides for the amount of an award to be calculated based upon the “Corporate Achievement Factor” multiplied by a Target Award equal to 100% of the CEO’s annual base salary, which is then multiplied by an “Individual Performance Factor.” The Corporate Achievement Factor is the weighted average of the actual achievement against the financial performance objectives established by the Compensation Committee at the beginning of the year subject to a

maximum achievement of 125%. The Individual Performance Factor, determined based upon the Compensation Committee’s evaluation of the CEO’s performance and his contribution to the Company is then applied to the product of the Corporate Achievement Factor and the Target Award at a maximum rate of 200%. However, the maximum award payable to our CEO for any one year under the CEO AIP is the lesser of (i) 250% of the CEO’s annual base salary, and (ii) $3,000,000.

 

 

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CEO Performance Metrics and 2021 Results. For 2021, the Compensation Committee utilized a three weighted financial performance metrics for purposes of the CEO AIP. Consistent with the prior year, the Compensation Committee selected earnings per share (EPS), net sales, and free cash flow.

The table below sets forth the financial metrics, targets and actual results of our 2021 AIP program.

 

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Metric     Weight         Target         2021 Results       % Earned    
     (dollars in millions, except per share amounts)  
Earnings per share     15%         $  2.08         $  1.68       81%    
Net Sales     45%         $4,553         $4.252       93%    
Free Cash Flow     40%         $  80.7         $47.50       59%    

Total

                                          74%        

Senior Executive Annual Incentive Plan

How the Senior Executive Annual Incentive Awards were determined. For 2021, the Compensation Committee continued to utilize the Senior Executive AIP for determining the annual incentive awards payable to all NEOs, other than the CEO. Awards under the Senior Executive AIP were based on an assessment of the Company’s financial performance and an evaluation of the performance of each executive against pre-determined and approved objectives. Under the Senior Executive AIP, the maximum bonus amount for each participating NEO is 70% of annual base salary.

The target payout for 2021 is based on the table below:

 

Basis of Performance

   % Target Opportunity

Company EPS, Net Sales and Free Cash Flow

  

70% of target opportunity

(35% base salary)

Individual Performance Objectives

  

30% of target opportunity

(15% base salary)

The 2021 Senior Executive AIP was based on the same three financial performance metrics as the CEO AIP, EPS, Net Sales and Free Cash Flow. In the first quarter of 2021, our Compensation Committee established the Company EPS, Net Sales and Free Cash Flow performance goals for the Senior Executive AIP at the same level established for the CEO AIP.

In addition, the Compensation Committee approves each NEO’s Individual Performance Objectives, which are developed with the review, input and approval of our CEO for our COO, and by our COO for our other NEOs. Each of the Individual Performance Objectives is designed to reflect an executive’s area of responsibility within the Company. Each Performance Objective is assigned a specific percentage of the executive’s overall achievement value, with all goals totaling 100%. Typically, each NEO has a specific number of performance criteria upon which his or her annual bonus is based. Some of these criteria create a payout only if the specific goal is met, while others may payout anywhere from 0% to 150% based upon the level of achievement. All NEOs have some shared objectives to ensure alignment and collaboration.

NEO Performance Metrics and 2021 Results. For 2021, our NEOs, other than our CEO, had an average of five Individual Performance Objectives which were tied to their specific area of responsibility and business line of sight and were aligned with the 5-Year Strategic Goals and the supporting 2021 core business objectives adopted by the Board. The 2021 Individual Performance Objectives ranged from 10% to 25% of any NEO’s total individual achievement value.

The Individual Performance Objectives for our NEOs fell into the following categories of goals, customized, based on the NEO’s role:

 

   

Develop long-term strategic planning for the Company

 

   

Develop and implement a global business service model to increase efficiencies

 

   

Identify and implement cost savings initiatives with targeted savings;

 

   

Implementation of strategic product and customer initiatives;

 

   

Continued development of the Company’s sustainability efforts;

 

   

Continue implementation of operational initiatives, including process improvements and automation to become more consistent, agile and cost effective;

 

   

Continue roll-out of corporate policies and trainings to ensure alignment with our Vision and to reduce business risk;

 

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Develop ethics and compliance program initiatives; and

 

   

Drive business growth and operational expansion.

Company Performance. As set forth in the table above, under “CEO Performance Metrics and 2021 Results,” we achieved Net Sales at 93% of the target, EPS at 81% and Free Cash Flow at 59%. As a result, each participant in the Senior Executives AIP achieved 74% of their incentive eligible to be earned based on company-wide performance.

Individual Performance. In determining the relative level of achievement of the applicable individual performance factors for each NEO’s incentive award for 2021, the Compensation Committee reviewed the performance of each of the NEOs against the individual performance objectives established at the beginning of the year. The Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) approved achievement levels for the NEOs resulting in awards ranging between 64.4% and 84.8% of the target AIP award after combining both Company and individual performance.

As part of such review, the Compensation Committee noted the following results:

 

   

Rolled out a new global leadership competency model to the Finance Leadership Team;

 

   

Drove innovation through diversification by expanding geographically, which resulted in increased sales in the value-added categories;

 

   

Created opportunities for sustainability of the environment and the resources by signing an agreement to use solar panels in the facility in the UAE;

 

   

Optimized asset utilization by selling unused capacity or leasing facilities, including the sale of the canned juice line;

 

   

Launched e-commerce platforms, including in the UAE and Korea, and achieved increased fresh-cut fruit sales online;

 

   

Continued to strengthen global corporate communications;

 

   

Launched Global Speak-Up Line for the ethics and compliance program;

 

   

Revamped the Company’s Website to provide stakeholders greater accessibility to information about the Company and its products on a global basis;

 

   

Implemented the succession planning process within the Company; and

 

   

Participated as a member of the Company Sustainability Steering Committee.

Based on the quantitative and qualitative evaluation, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) approved the payment of the following annual incentive awards to our NEOs for performance during fiscal year 2021, based on the combined corporate and individual performance. The full amount of the AIP Awards for each NEO is set forth in the Summary Compensation Table.

 

             

  Name

   Target Award         Total Award as %

of Target Opportunity

    

Award Earned

    

  Mohammad Abu-Ghazaleh

  

$1,200,000  

  

 

  

     74%

 

 

  

$888,000

    

 

  Eduardo Bezerra

  

$   242,500  

  

 

  

64.4%

 

 

  

$156,079

    

 

  Youssef Zakharia(1)

  

$   437,750  

  

 

  

     0%

 

 

  

$            0

    

 

  Marlene M. Gordon

  

$   262,451  

  

 

  

84.8%

 

 

  

$222,559

    

 

  Mohammad Abbas

  

$   228,525  

    

 

  

81.2%

   

 

  

$185,562

    

 

  (1)

Mr. Zakharia was not eligible to receive the AIP Award as he was not employed on the Award Date.

 

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Long-Term Cash Incentive Plan

Why we pay long-term cash incentive compensation. Our Compensation Committee has approved a Long-Term Cash Incentive Plan (the “LTIP”) for senior officers, including NEOs, to provide an incentive for executives to focus on our long-term sustainable growth by rewarding business decisions and actions over a longer term than the single year plans then in place. The Compensation Committee recognizes that the efforts of executives may not be adequately rewarded for taking those steps that will provide a foundation for significantly improved long-term performance of the Company, if those steps negatively affect annual operating results, and therefore annual cash incentive awards. In addition, the Compensation Committee believes that a balanced compensation plan, with short-term and long-term incentives, avoids any incentive to take actions that would result in short-term gain without regard to the long-term best interests of the Company.

How long-term cash incentive awards are determined. Under the LTIP, each participating NEO receives a performance-based cash award opportunity each year covering a three-year performance period. The Compensation Committee annually determines the target award opportunity as a percentage of each participating NEO’s base salary. For each of the currently outstanding LTIP award cycles, the target award for the CEO was set at 100% of base salary and for each of the other participating NEOs, the target award was set at 35% of base salary.

Performance is measured based on a combination of financial performance results (weighted 50% of target LTIP opportunity) and strategic performance results (weighted 50% of target LTIP opportunity). For the CEO, the LTIP award will pay (1) 80% of the target award at the threshold performance level (which is set at 80% of target performance), (2) 100% of the target award at target performance and (3) 150% of the target award at 150% maximum performance (which is set at 150% of target performance). For the other NEOs, the LTIP award will pay (1) 80% of the target award at the threshold performance level (which is set at 80% of target performance) and (2) 100% of the target award for any performance above target performance. Payouts for performance between threshold and target (or between target and maximum) will be calculated on a linear basis.

Performance Metrics. For the currently outstanding 2019 LTIP awards, financial performance is based on annual Net Cash Provided by Operating Activities divided by Average Shareholder’s Equity (NOCF). Strategic performance objectives historically had represented measurable, objective three-year goals that vary by NEO and that are set by the Compensation Committee at the beginning of the applicable three-year performance period. For the currently outstanding 2020 awards and the 2021 awards which were granted in early 2021, the Compensation Committee selected three company-wide performance metrics as the strategic goals for all NEOs. The Compensation Committee intends for the goals to be reasonably achievable at target but require focused effort and good performance by each NEO.

 

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The following chart summarizes the design of the outstanding LTIP awards as of the end of the last fiscal year. See below for additional information on the payout for the 2019-2021 LTIP award.

 

Outstanding LTIP Awards

   

Performance

Cycle

 

Target Award

(% of salary)

  Payout Range  

Financial Metric

(50%)

 

Strategic Objectives

(50%)

   
2019-2021  

CEO: 100%

Other NEOs: 35%

 

Threshold – 50%

Target – 100%

Maximum

    CEO – 150%

    Other NEOs – 100%

  10% NOCF  

CEO: three equally weighted goals related to global sales, sales in areas of strategic importance and stock price.

 

Other NEOs: Operational and Financial measures based on lines of sight and function.

   
2020-2022  

CEO: 100%

Other NEOs: 35%

 

Threshold – 50%

Target – 100%

Maximum

    CEO – 150%

    Other NEOs – 100%

  10% NOCF  

CEO and Other NEOs:

•   Net Sales Growth (2022 Net Sales / 2019 Net Sales)

•   ROE (Net Income / Average Equity)

•   Net Operating Cash Flow / Average Equity

   
2021-2023  

CEO: 100%

Other NEOs: 35%

 

Threshold – 50%

Target – 100%

Maximum

    CEO – 150%

    Other NEOs – 100%

  10% NOCF  

CEO and Other NEOs:

•   Net Sales Growth (2023 Net Sales / 2020 Net Sales)

•   ROE (Net Income / Average Equity)

•   Net Operating Cash Flow / Average Equity

2019-2021 Performance Cycle Payout. In early 2022, the Compensation Committee reviewed and recommended for approval by the Board (or the Independent Directors in the case of the CEO) the payout of the 2019-2021 LTIP Performance Cycle. The Compensation Committee evaluated the performance of the Company against the NOCF/Average Equity metric and determined that the Company had achieved NOCF/Average Equity of 7.2%, which represented 72% of the targeted goal. Since the threshold amount of 80% was not met, no amounts were paid out under the NOCF metric.

The Compensation Committee also evaluated the CEO against his three-year strategic goals of increasing global QSR sales, increasing our stock price and increasing global sales and determined that the increase in global sales was achieved at the 85% level, but that the increase in global QSR sales and the stock price had not met the established threshold performance level. The Compensation Committee also reviewed the performance of our NEOs relative to their previously established goals. The Compensation Committee determined that Mr. Zakharia had achieved a payout equal to 28.7% against his strategic goals of increasing global sales, increasing QSR sales and gross profit, and increasing our non-banana sales and gross profit. The Compensation Committee determined that Ms. Gordon had achieved a payout equal to 100% against her strategic goals which included goals related to managing costs associated with our use of outside counsel, increasing business performance in certain operations, and establishing a global corporate communications function.

 

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Based on the previously approved NOCF performance, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) approved the following 2019-2021 LTIP award payouts:

 

      2019-2021 LTIP Payout                    

Name(1)

   Target Award        NOCF (50%)        Strategic (50%)        Total         

Mohammad Abu-Ghazaleh

  

$

1,200,000

 

    

$

0

 

    

$

170,000

 

    

$

170,000

 

    

Youssef Zakharia

  

$

297,500

 

    

$

0

 

    

$

43,410

 

    

$

43,410

 

    

Marlene M. Gordon

  

$

183,716

 

    

$

0

 

    

$

91,858

 

    

$

91,858

 

        
(1)

Eduardo Bezerra and Mohammad Abbas were not eligible to participate in the 2019-2021 LTIP Performance Cycle.

Adjustment of the 2020-2022 Performance Cycle Targets. As previously discussed in our 2021 Proxy Statement, based on the unprecedented impact of COVID-19 on the three-year metrics established for LTIP awards for the 2020-2022 LTIP Performance Cycle, in February 2021, the Compensation Committee adjusted the targets of (i) Net Sales Growth (2022 Net Sales / 2019 Net Sales), (ii) ROE (Net Income/ Average Equity) and (iii) Net Operating Cash Flow / Average Equity in light of the 2021 financial results. These adjustments were made to maintain the incentive value of the plan in light of the impact of COVID-19 which was beyond the control of our executive team.

Equity Awards

Why we make equity awards. In order to create a properly balanced compensation program, the Compensation Committee supplements the cash components of the executive compensation program with equity awards. Each NEO is eligible to receive an annual equity compensation award. The Company believes, based on its performance-based approach to compensation, that equity ownership in the Company is important to tie the level of compensation to the performance of the Ordinary Shares and shareholder gains; the Company believes this is particularly important for NEOs. Because equity compensation awards vest over a period of years, they also provide a retention component and create an incentive for executives to create sustained growth. For 2021, the Compensation Committee determined that it would use restricted stock units (RSUs) that vest equally over a three-year period beginning on the one-year anniversary of the grant (rather than four vestings over a three-year period beginning on the date of grant that was previously used) based on service and performance-based restricted stock units (PSUs) that are earned based on the Company’s annual EBITDA and, to the extent earned, vest over a three-year period. The Compensation Committee determined to use a three-year vesting period for RSUs as a three-year period was viewed as more consistent with the prevailing practices of our peer group.

How equity awards are determined. Guidelines for the number of annual RSUs, PSUs or restricted share awards granted to each NEO are determined using a procedure approved by the Compensation Committee based upon the executive officer’s position and responsibilities, job level, performance, and the value of the award at the time of grant. The Compensation Committee also considers peer group data presented in by its independent compensation consultant, Willis Towers Watson, in making such awards. In addition, the Compensation Committee may make additional equity awards following a significant change in job responsibility or in recognition of a significant achievement. The Compensation Committee generally does not consider the number of Ordinary Shares already held by NEOs when making grants, as it believes that awards should be given based on successful job Performance and should not be discounted on account of accumulated equity value. Further, the Compensation Committee believes that competitors, who may try to hire our NEOs would not give full credit for existing equity ownership and, to remain competitive, similarly do not take into account previous awards when approving new grants.

2021 Equity Awards. In February 2021, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) awarded the following PSUs and RSUs to our NEOs:

 

  Name

     Target PSU Award          Target RSU Award       

  Mohammad Abu-Ghazaleh

     60,217                  60,217               

 

  Youssef Zakharia

     19,813                  19,813               

 

  Eduardo Bezerra

     3,836                  3,836               

 

  Marlene M. Gordon

     4,972                  4,972               

 

  Mohammad Abbas

     4,165                  4,165               

 

 

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Terms of PSUs and 2021 Results. The performance objective was based on an EBITDA goal for the 2021 fiscal year with a minimum threshold at 80% target achievement. Assuming the target is met, each NEO may earn between 80% to 100% of the PSU award depending on EBITDA performance. The percentage of the PSU award earned will then vest equally over the three-year period commencing on the first anniversary of the grant date. However, we do not settle vested PSUs until six months after termination of employment by the NEO.

For 2021, the Compensation Committee set the PSU target as 2021 EBITDA of $226 million. In February 2022, based on a review of our financial results, the Compensation Committee determined that the Company had achieved EBITDA of $206 million for 2021, which was 91% of the established goal. Based on such results, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) approved that the PSUs had been earned as follows:

 

Performance

Period

  Grant Date   Performance

Measure

  Target   Actual   %
Earned
   
Fiscal 2021   March 1, 2021   EBITDA   $226 Million   $206 Million   91%

Other Compensation Components

The Compensation Committee provides additional benefits to the NEOs that are customary for executives of similar rank to enable our executives to focus on our business and enhance their commitment to us.

Severance Arrangements and Payments upon a Change of Control: We are subject to a legacy Executive Retention and Severance Agreement for the CEO, which was adopted in 2003. As further described under the heading “Potential Payments Upon Termination or Change-in-Control,” this severance agreement provides that to the extent that (1) the CEO is terminated by the Company other than for “cause,” (2) if the CEO terminates his employment for “good reason,” or (3) if he is terminated without “cause” in connection with a change in control, the CEO is entitled to certain severance payments consideration, an enhanced payment to take into effect any taxes due on the consideration, and other benefits. In consideration of the Company entering into this agreement, the CEO agreed to a two-year period following the termination of his employment during which he cannot solicit the Company’s employees, distributors, vendors or customers. The severance agreement for the CEO contains a provision requiring the company to reimburse the CEO for IRS Section 280G excise tax and applicable taxes thereon that may be triggered by a change in control, although the CEO should not be subject to any such excise tax under Section 280G because he is not subject to United States income tax.

Each of our other NEOs are covered by our general severance policy applicable to U.S. employees, which provides a maximum of twenty-six weeks severance based upon the years of service of each participant.

Perquisites: No significant pension or welfare benefits are available to NEOs other than the broad-based 401(k) plan, health and welfare benefits, and life insurance that are generally available to most of our full-time employees.

Life Insurance Benefits. We provide term life insurance to all U.S. employees of two times their base salary up to a maximum of $600,000. In lieu of this benefit, we provide Mr. Abu-Ghazaleh a term life insurance policy providing for a benefit of $3 million, which has not changed since June 2008. As Mr. Abu-Ghazaleh is not a U.S. citizen, the Company must purchase his policy separately from the group life insurance generally available to most of our full-time employees and therefore the cost of this benefit reflects his individual age. However, the Compensation Committee believes that the provision of a term-life insurance of less than 50% of his annual target total direct compensation is appropriate.

Other Benefits. We provide a company car to the CEO and COO. The amounts quantified in the Summary Compensation Table as car benefits are included in “All Other Compensation,” and include the amount that the Company recognized as an expense for fiscal year 2021 for each car (where leased, the annual cost of the lease; where owned by the Company, the depreciation of the car for that year), including the maintenance, insurance and gasoline for that car.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Compensation Setting Process

Annually, the Compensation Committee evaluates the design and competitiveness of our executive compensation program.

Role of Compensation Committee and Management. The Compensation Committee evaluates and recommends to the Board (or the independent directors in the case of the CEO) the amount and nature of compensation for all NEOs. In making this determination, the recommendation and advice of certain executives is considered. The Compensation Committee solicits the CEO’s recommendation regarding the Chief Operating Officer’s (the “COO”) compensation. Additionally, the COO provides recommendations annually to the Compensation Committee regarding the compensation of all NEOs, excluding himself and the CEO. The COO’s recommendations are based on the results of his annual performance review of each NEO, at which time each NEO’s individual goals are assessed in light of their achievement of specific strategic goals. Each NEO also provides input about his individual contributions to the Company’s success for the period being assessed. The Compensation Committee reviews each of these performance reviews as part of its compensation setting process.

Role of Independent Compensation Consultant. As discussed above under the responsibilities of the Compensation Committee on page 21, the Compensation Committee has authority to retain compensation consultants and other advisors as it deems appropriate to assist in fulfilling its responsibilities. For 2021, the Compensation Committee engaged Willis Towers Watson as its independent executive compensation consultant to:

 

   

review the Company’s current compensation program compared to its peer group and other relevant compensation surveys to ensure market competitiveness;

 

   

evaluate the effectiveness of our compensation strategy and practices in supporting and reinforcing our long-term strategic goals;

 

   

review and comment on broader aspects of our executive compensation programs, including program philosophy, design and implementation, as requested by the committee;

 

   

develop a comparative peer group of companies similar in size and complexity to the Company and conduct an annual review of competitive market data (including base salary, annual incentive targets and long-term incentive targets) for the Chief Executive Officer and other executive officers;

 

   

provide a competitive analysis of our compensation components for our NEOs against our 2020 Peer Group;

 

   

assist in the design of the executive compensation program and the determination of 2021 compensation for our NEOs;

 

   

perform a competitive analysis of compensation levels for non-employee directors and provide recommendations for our director compensation program; and

 

   

review this Compensation Discussion and Analysis.

In addition, Willis Towers Watson attends all committee meetings at the request of the committee and presents relevant data and analysis to the committee for its consideration.

Independence of the Compensation Consultant. The Compensation Committee recognizes the importance of using an independent compensation consultant that is appropriately qualified and that provides services solely to the Compensation Committee and not to the Company.

The Compensation Committee annually reviews its relationship with Willis Towers Watson and determines whether to renew the engagement. Only the Compensation Committee has the right to approve services to be provided by, or to terminate the services of, Willis Towers Watson. Willis Towers Watson and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive compensation.

During 2021, the Compensation Committee considered Willis Towers Watson’s independence and determined that the engagement of Willis Towers Watson did not raise any conflict of interest or other issues that would adversely impact Willis Towers Watson’s independence, including using the six factors set forth in the SEC and the NYSE rules regarding compensation advisor conflicts of interest and independence. Accordingly, the Compensation Committee determined Willis Towers Watson to be independent and free from conflicts of interest.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

Evaluating Compensation Program Design and Relative Competitive Position

An important basis for structuring the Company’s compensation program and establishing target compensation levels for the Company’s NEOs is the analysis of the compensation packages offered to similarly situated executive officers of peer group companies. As part of its engagement, the Compensation Committee directed Willis Towers Watson to review its comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. The peer group of companies was selected based on the Company’s industry or related industries that are similar in size and complexity of operations, span of control and global reach, vertical integration and business risks. One other secondary consideration of this peer group is that they may be competitors in the marketplace for the Company’s products, but they may also be likely competitors for key personnel and capital investment. The comparative information provided by Willis Towers Watson was obtained from publicly filed reports of each company in the comparative peer group, as well as from nationally recognized compensation surveys. As part of their analysis, consultants from Willis Towers Watson conducted individual interviews with members of senior management and the Compensation Committee to learn more about the Company’s business operations and strategy, key performance metrics and strategic goals, as well as the labor markets in which the Company competes. Willis Towers Watson ultimately developed recommendations and metrics that were presented to the Compensation Committee for its consideration.

2021 Peer Group. In July 2020, the Compensation Committee, based on recommendations from Willis Towers Watson, approved a peer group of food and beverage, agricultural products and consumer products companies of similar size based on revenue, market capitalization, and number of employees as a measure of the complexity of the enterprise (the “2021 Peer Group”). The 2021 Peer Group did not change from 2020. The 2021 Peer Group, which was used in connection with the 2021 compensation decisions, consisted of the following companies:

 

Brown-Forman Corporation

Darling Ingredients, Inc.

Hormel Foods Corporation

McCormick & Company, Inc.

Post Holdings, Inc.

The Hain Celestial Group, Inc.

The J.M. Smucker Company

  

Campbell Soup Company

Flowers Foods, Inc.

Ingredion Incorporated

Lamb Weston

Sanderson Farms, Inc.

The Hershey Company

Treehouse Foods, Inc.

In October 2020, Willis Towers Watson updated its executive compensation analysis report to the Compensation Committee. Willis Towers Watson utilized nationally recognized compensation surveys and analyzed competitive practices and the amounts and nature of compensation paid to executive officers of the 2021 Peer Group. Based on the data presented to the Compensation Committee by Willis Towers Watson and the analysis described above, the Compensation Committee has targeted base salary, annual and long-term cash incentive compensation, and equity incentive compensation for NEOs around the 50th percentile of the peer group comparison. The Compensation Committee also targets the overall proportion of total variable compensation (i.e., compensation based on performance) and fixed compensation (i.e., base or guaranteed compensation) for each NEO to be consistent with the 50th percentile of the peer group comparison. In determining the level of compensation provided to its NEOs, the Compensation Committee not only considers the Company’s performance, but also evaluates the Company’s comparative performance against peer group companies, taking into account sales growth, growth in earnings per share (“EPS”), and share price performance, among other factors. In addition, the Compensation Committee considers the Company’s geographic locations, including the greater Miami area, where there is significant competition for employees in the global agricultural and consumer products industries. The Compensation Committee also evaluates individual NEO experience, seniority, and performance, based on both objective and subjective measures, on an annual basis and may award merit salary increases as a result of these assessments. This approach ensures that the Company’s compensation programs will enable it to remain competitive in its markets and reward individual NEO performance. While the Compensation Committee targets cash compensation and equity awards in the 50th percentile of the peer group, the Compensation Committee recognizes the Company’s desire to keep the best talent in its executive management team. To retain and motivate these key individuals, the Compensation Committee may determine that it is in the best interests of the Company to negotiate or award total compensation that may deviate from the general benchmark targets described above. Actual pay for each executive is

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

determined based on this premise and is driven by the performance of the executive over time and the annual performance of the Company. Equity grant guidelines are then set by job level, using market survey data and current guidelines to determine the appropriate annual grant levels for the upcoming year.

The Company provides Mr. Abu-Ghazaleh with greater total compensation and benefits (including post-employment benefits) than those provided to other NEOs to reflect the increased level of responsibility and risk faced by Mr. Abu-Ghazaleh as the Company’s CEO. We continue to maintain Mr. Abu-Ghazaleh’s compensation level in accordance with the Compensation Committee’s review of peer group compensation data, as it reflects the competitive nature of compensation paid to chief executive officers within the peer group. The Compensation Committee believes that Mr. Abu-Ghazaleh’s competitive compensation package is important to motivate and retain him as the highly valued top executive of the Company.

2021 Peer Group. In July 2021, Willis Towers Watson reviewed with the Compensation Committee the 2020 Peer Group based on financial measures of company size (revenue, market capitalization, net income and total assets), market for executive talent, and companies subject to the same industry economics. For the 2021 fiscal year, while Fresh Del Monte was below the 25th percentile with respect to net income, market capitalization and total assets, it was in the 36th percentile based on revenue (which they believed was most indicative measure). Willis Towers Watson also noted that 12 of the 14 companies in the 2020 Peer Group were also identified as peers by ISS. Based on this information, Willis Towers Watson recommended and the Compensation Committee approved maintaining the same peer companies for the 2021 Peer Group.

Consideration of Shareholder Advisory Vote

As part of its compensation setting process, the Compensation Committee annually reviews and considers the results of the prior-year’s shareholder advisory vote on our executive compensation. The Compensation Committee believes that this advisory vote can provide useful feedback regarding whether shareholders believe that the Compensation Committee is achieving its goal of designing an executive compensation program that promotes the best interests of our Company and our shareholders by providing its executives with the appropriate compensation and meaningful incentives. In establishing the 2022 compensation program, the Compensation Committee noted that 94% of the votes cast at the 2021 annual meeting supported Fresh Del Monte’s executive compensation program.

The Compensation Committee intends to annually review the results of the advisory vote and will be cognizant of this feedback as it completes its annual review of each pay element and the total compensation packages for our NEOs.

Executive Compensation Governance

Stock Ownership Guidelines

The Compensation Committee has adopted stock ownership guidelines to help align the interests of each NEO with those of our shareholders. Under this share ownership policy, each NEO is required to own a specified multiple of his annual base salary corresponding to its value in Ordinary Shares.

 

Title

  

Stock Ownership Guideline

Chief Executive Officer

  

5x Base Salary

Chief Financial Officer

  

2x Base Salary

EVP and Chief Operating Officer

  

3x Base Salary

SVP, Chief Administrative Officer & General Counsel

  

2x Base Salary

Each NEO is required to meet this share ownership guideline within five years from the date they assumed a position that required such level of ownership. For purposes of determining whether share ownership requirement has been met, we will use the grant price value of the shares to calculate the percentage of ownership against the respective multiples of NEOs base salary requirement.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

As of March 31, 2022, our CEO was in compliance with the stock ownership guidelines while all of our other current NEOs are within the first five years of his or her position. However, we believe each executive is on track to meet the share ownership requirement.

Prohibitions on Hedging

The Company’s Insider Trading Policy and hedging policy prohibits our directors, officers and employees from engaging in hedging, speculative or other transactions that hedge or offset any decrease in the market value of Fresh Del Monte Produce stock (including swaps, forwards, options and futures) except in certain very limited circumstances.

Tax Deductibility of Compensation

Code Sections 280G and 4999. Sections 280G and 4999 of the Internal Revenue Code (the “Code”) limit our ability to take a tax deduction for certain “excess parachute payments” (as defined in the Code) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance and other payments from us that are contingent on or in connection with a change of control. The Compensation Committee considered the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, when it structured certain post-termination compensation payable to our CEO. The potential adverse tax consequences to us and/or the executive, however, are not necessarily determinative factors in such decisions. The severance agreement for the CEO contains a provision requiring us to reimburse the CEO for IRS Section 280G excise tax and applicable taxes thereon that may be triggered by a change in control. However, as our CEO is currently not a U.S. person, and therefore not subject to United States income tax, we do not expect that he will be subject to any such excise tax under Section 280G.

Code Section 409A. Under Section 409A of the Code, amounts deferred by an NEO under a nonqualified deferred compensation plan (including certain severance plans) may be included in gross income when earned and subject to a 20% additional federal tax unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions. We administer our plans consistent with Section 409A requirements and have amended plan documents to reflect Section 409A requirements.

 

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COMPENSATION COMMITTEE REPORT

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K for the 2021 fiscal year and in this proxy statement relating to our 2022 Annual General Meeting of Shareholders.

Respectively submitted by the Compensation Committee of the Board:

Michael J. Berthelot, Chair

Charles Beard, Jr.

Kristin Colber-Baker

March 31, 2022

 

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EXECUTIVE COMPENSATION TABLES

 

Summary Compensation Table

The following tables, narrative and footnotes discuss the compensation of the Chairman and Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executive officers in 2021, who are referred to as named executive officers or NEOs.

 

Name and

Principal Position

  Year    

Salary

($)

   

Bonus

($)

 

Stock

Awards

($)(1)

   

Non-Equity

Incentive

Plan

Compensation

($)(2)

   

All

Other

Compensation

($)(3)

   

Total

($)

 

Mohammad Abu-Ghazaleh

Chairman and CEO

    2021       1,195,385           3,156,854       1,058,000       60,086       5,470,325  
    2020       1,223,077           2,492,463       2,131,000       64,655       5,911,194  
    2019       1,195,385     1,230,000     2,499,498       600,000       113,145       5,638,028  

Eduardo Bezerra

SVP and CFO

    2021       483,135           201,078       156,079       39,943       880,234  
    2020       402,596           159,586       202,438       39,393       804,013  
    2019       302,678           201,302       128,649       49,898       682,527  

Youssef Zakharia

President and COO

    2021       872,133           1,038,692       43,921       73,507       2,028,253  
    2020       866,346           1,030,293       632,903       68,818       2,598,360  
    2019       846,731           971,964       522,542       64,302       2,405,539  

Marlene M. Gordon

SVP, Chief Administrative Officer

& General Counsel

    2021       522,884           260,645       314,416       12,456       1,110,400  
    2020       453,897           166,443       263,360       12,341       896,041  
    2019       410,415           111,121       196,551       7,758       725,845  

Mohammad Abbas

SVP, Asia Pacific and

Middle East Region

    2021       455,292           218,336       185,562 (4)      25,538       884,728  
    2020       429,155           129,953       216,723       25,967       801,799  
    2019       429,038           138,955       38,628       25,214       631,835  

 

(1)

These amounts represent the grant date fair value of target PSUs, which represents the probable attainment level of these awards at the time of grant, and RSUs. Those assumptions can be found in note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. On March 1, 2021, NEOs were awarded PSUs at grant price of $25.74 (closing share price on the day before grant) under the 2014 Omnibus Plan. PSUs are assumed at a 100% potential payout which is the maximum amount for this award plus the corresponding Dividend Equivalent Units (DEUs). For the actual number of PSUs earned for the 2020-2022 and 2021-2023 performance periods, please refer to the 2021 Outstanding Equity Awards at Fiscal Year-End table. Also, on March 1, 2021, NEOs were granted time-based RSUs at a grant price of $25.74 (closing share price on the day before grant) under the 2014 Omnibus Plan.

(2)

The amounts shown in this column include the cash awards (i) earned with respect to 2021 performance under the CEO AIP or the Senior Executive AIP and (ii) earned under the LTIP cycle ended for the relevant year to the extent that the NEO was eligible. For 2021 Mr Abu-Ghazaleh’s earned an AIP award of $888,000 and a 2019-2021 LTIP payout of 170,000. For 2021, Mr. Zakharia earned a 2019-2021 LTIP payout of $43,921. For 2021, Ms. Gordon earned an AIP award of $222,559 and a 2019-2021 LTIP payout of $91,858. For 2021, Mr. Bezerra earned an AIP award of $156,079 and Mr. Abbas earned an AIP award of $185,562. Neither Mr. Bezerra, nor Mr. Abbas were eligible for a payout under the 2019-2021 LTIP cycle. For more details about these plans, please refer to the “Compensation Discussion and Analysis – Annual Cash Incentive Awards” and “Compensation Discussion and Analysis – Long Term Incentive Awards.”

(3)

The All Other Compensation column includes perquisites and other benefits. The amounts quantified below as car benefits include the amount that the Company recognized as an expense for fiscal year 2021 for each car (where leased, the annual cost of the lease; where owned by the Company, the depreciation of the car for that year), including the maintenance, insurance, and fuel expenses. The amount for Mr. Abu-Ghazaleh includes a car benefit of $8,737, term life insurance policy at an expense to the Company of $42,866, medical and dental insurance premiums of $7,550 and $1,130 respectively. For Mr. Zakharia, the amount of $73,507 includes his car benefit and Health and Welfare Plan. The amounts for Mr. Bezerra and Ms. Gordon include the Fresh Del Monte Produce Health and Welfare Plan plus 401(k) employer match. The amount for Mr. Abbas include the local benefits provided in Dubai (Medical, Car, Life Insurance)

(4)

This amount is paid in local currency (AIP equivalent to AED $857,139 – UAE Dirhams ) and converted to U.S. dollars for reporting purposes.

 

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EXECUTIVE COMPENSATION

 

 

Grants of Plan-Based Awards for the 2021 Fiscal Year

The following table provides information about equity and non-equity awards granted to our NEOs in the 2021 fiscal year.

 

Name

  Plan     Grant Date        Estimated Future Payouts under   
   Non-Equity Incentive Plan Awards   
($)(1)
 

  Estimated Future  

  Payouts under  

  Equity Incentive Plan  
  Awards (#)(2)  

 

All Other

Share
Awards:

  Number of  

Shares of

Stock or
Units

 

  Grant Date  

Fair Value

of

Stock and

Option
Awards(3)

    Threshold       Target         Maximum          Threshold          Target     

Mohammad Abu-Ghazaleh

Chairman and CEO

 

CEO AIP

 

1/1/2021

 

600,000

 

 

1,200,000

 

 

3,000,000   

               
 

  2020-2022 LTIP  

 

1/1/2021

 

600,000

 

 

1,200,000

 

 

1,800,000   

               
 

PSUs

 

3/1/2021

                 

48,174   

 

60,217   

     

1,549,986

 

RSUs

 

3/1/2021

                         

60,217

 

1,549,986

Eduardo Bezerra

SVP and CFO

 

2021 AIP

 

1/1/2021

     

 

242,500

 

 

   363,750   

               
 

2020-2022 LTIP

 

1/1/2021

             

   169,750   

               
 

PSUs

 

3/1/2021

                 

   3,069   

 

   3,836   

     

     98,739

 

RSUs

 

3/1/2021

                         

   3,836

 

     98,739

Youssef Zakharia

President and COO

 

2021 AIP

 

1/1/2021

     

 

437,750

 

 

   656,625   

               
 

2020-2022 LTIP

 

1/1/2021

             

   306,425   

               
 

PSUs

 

3/1/2021

                 

15,850   

 

19,813   

     

     509,987

 

RSUs

 

3/1/2021

                         

19,813

 

     509,987

Marlene M. Gordon

Chief Administrative Officer & General Counsel

 

2021 AIP

 

1/1/2021

     

 

262,451

 

 

   393,677   

               
 

2020-2022 LTIP

 

1/1/2021

             

   183,716   

               
 

PSUs

 

3/1/2021

                 

   3,978   

 

   4,972   

     

     127,979

 

RSUs

 

3/1/2021

                         

   4,972

 

     127,979

   

RSUs

                                   

Mohammad Abbas

SVP and COO

 

2021 AIP

 

1/1/2021

     

 

228,525

 

 

   342,787   

               
 

2020-2022 LTIP

 

1/1/2021

             

   159,967   

               
 

PSUs

 

3/1/2021

                 

   3,332   

 

   4,165   

     

     107,207

 

RSUs

 

3/1/2021

                         

   4,165

 

     107,207

 

(1)

Reflects potential value of the payout pursuant to the terms of the plan awards for the 2021 fiscal year under the CEO AIP and 2021-2023 LTIP for our CEO, Mr. Abu-Ghazaleh, and the Senior Executive AIP and 2021-2023 LTIP for the other NEOs, as described in the section captioned Executive Compensation under the heading “Compensation Discussion and Analysis—Annual Cash Incentive Awards” and “Long-Term Incentive Awards.”

(2)

On March 1, 2021, the Company awarded PSUs to its NEOs with a grant date price of $25.74 per share under the 2014 Omnibus Plan. The PSUs were subject to meeting a target performance goal of $252 million in Adjusted EBITDA for fiscal year 2021 with a minimum threshold at 80% target achievement. The performance goal for this award was met at 91% (EBITDA at $206M) which is above the threshold triggering a 91% achievement.

(3)

Represents the grant date fair value for the equity awards reported in this table. For the PSUs for each NEO, the amount represents the fair market value at the award date based upon the probable outcome of the performance conditions. Refer to “Compensation Discussion and Analysis—Equity Awards” for the descriptions of the PSUs and RSUs.

 

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EXECUTIVE COMPENSATION

 

 

Outstanding Equity Awards at Fiscal Year-End

The following table provides information with respect to outstanding equity awards held by our NEOs at 2021 fiscal year-end.

 

Name

 

Type of   
Equity   

Award   

 

# of

Securities
Underlying
Unexercised
Options

   

Option
  Exercise  

Price
($)

  Option
  Expiration  
Date
  # of
shares or
  units of stock  
that have
not vested
(#)
    Market value  
of shares or
units of
stock that
have not
vested
($)(1)
 

  Exercisable  

(#)

 

  Unexercisable  

(#)

 

Mohammad Abu-Ghazaleh

Chairman and CEO

 

Options   

 

32,200(2)

         

26.52

 

2/20/2023

       
 

Options   

 

64,400(2)

         

28.89

 

4/30/2024

       
 

  2019 PSUs     

                     

13,779(3)

 

   380,314

 

2020 PSUs   

                     

22,772(4)

 

   628,512

 

2021 PSUs   

                     

55,737(5)

 

1,690,490

 

2018 RSUs   

                     

10,494(6)

 

   289,633

 

2019 RSUs   

                     

20,670(7)

 

   570,485

 

2020 RSUs   

                     

30,866(8)

 

   851,888

 

2021 RSUs   

                     

61,250(9)

 

1,690,490

Eduardo Bezerra

SVP and CFO

 

2019 PSUs   

                     

  2,325(10)

 

     64,180

 

2020 PSUs   

                     

  2,461(4)

 

     67,924

 

2021 PSUs   

                     

  3,550(5)

 

   107,689

 

2019 RSUs   

                     

  2,067(7)

 

     57,049

 

2020 RSUs   

                     

  1,779(8)

 

     49,097

 

2021 RSUs   

                     

  3,902(9)

 

   107,689

Youssef Zakharia

President and COO

 

2011 PSUs   

                     

  5,720(11)

 

   157,868

 

2013 PSUs   

                     

  5,622(11)

 

   155,172

 

2014 PSUs   

                     

  5,522(11)

 

   152,414

 

2015 PSUs   

                     

  5,168(11)

 

   142,650

 

2016 PSUs   

                     

  4,292(11)

 

   118,452

 

2017 PSUs   

                     

15,089(11)

 

   416,463

 

2019 PSUs   

                     

15,502(3)

 

   427,864

 

2020 PSUs   

                     

15,883(4)

 

   438,382

 

2021 PSUs   

                     

18,340(5)

 

   556,217

 

2018 RSUs