Board Justification

Position our target total direct compensation (base salary, target annual incentive bonus opportunity and target LTI opportunity) at a level where we can successfully recruit and retain industry leading talent critical to shaping and executing our business strategy and creating long-term value for our shareholders. Align relative realized pay with relative performance versus peers by emphasizing long-term equity over short-term cash and performance-based compensation over time-vested compensation. Differentiate compensation among executives based on actual performance. Align the interests of our executives and shareholders by rewarding the achievement of financial, operational and strategic goals that we believe enhance long-term shareholder value.

Board Justification

The 2024 AIP had two performance factors: a company performance factor (“CPF”) weighted 75%, and an individual performance factor (“IPF”) weighted 25% and is subject to a quantitative Brand Purpose modifier that can increase or decrease the overall AIP payout by 15%. The Brand Purpose modifier has three pillars – food & animals, people and environment – and a 5% weight is assigned to each pillar. There is also a cap on the maximum earnout for the IPF based on the level of CPF achievement to help ensure that individual achievement under the IPF is aligned with business and operating performance. The total AIP payout remains subject to a food safety modifier that can reduce (but not increase) the bonus by as much as -20%.

Board Justification

Includes company contributions to retirement plans, personal aircraft use, tax payments, and personal security costs.

Board Justification

RSUs granted in February 2024 in connection with payouts under our 2023 Annual Incentive Plan (“AIP”) that exceeded 200% of target