Fresh Del Monte (NASDAQ: FDP) seeks name change after Del Monte Foods deal
Rhea-AI Filing Summary
Fresh Del Monte Produce Inc. filed a definitive proxy statement for its 2026 Annual General Meeting seeking shareholder votes on director elections, auditor ratification, an advisory vote on executive compensation and approval of amended articles to change the corporate name to Del Monte Corporation following the March 19, 2026 acquisition of select Del Monte Foods assets.
The meeting is virtual on June 4, 2026 and the record date was April 13, 2026 when 47,531,139 Ordinary Shares were outstanding. The proxy highlights 2025 results (gross profit $399M; gross margin 9.2%; net income attributable to Fresh Del Monte $91M, adjusted $178M), capital returns (annualized dividend $1.20 per share; share repurchases of 866,000 shares for $30M), integration plans for the acquired Foods division, and sustainability progress.
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Key Figures
Key Terms
Third Amended and Restated Memorandum and Articles of Association regulatory
Say on Pay financial
clawback regulatory
Scope 1 and 2 emissions other
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INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
(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):
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No fee required. |
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Fee paid previously with preliminary materials. |
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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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April XX, 2026
Dear Shareholders,
Thank you for your continued trust in Fresh Del Monte.
We lead a global food company whose responsibilities are interconnected — to the consumers who rely on our products, to the communities and environments in which we operate, and to the shareholders who entrust us with their capital. Enduring value is created only when each of these obligations is managed with discipline and long-term perspective.
As we enter 2026, we do so at a defining moment. This year marks 30 years since I acquired Fresh Del Monte and the 140th anniversary of the Del Monte brand. Milestones such as these invite reflection — not only on how far we have come, but on the kind of institution we are building for the decades ahead.
The past several years were not about expansion for expansion’s sake. They were about focus.
We sharpened our strategic priorities, streamlined our portfolio, and concentrated capital and management attention on the categories and capabilities where we hold structural advantages — agricultural depth, global sourcing, vertically integrated operations, and complex logistics expertise. In doing so, we strengthened margins, improved operational efficiency, and positioned the company to act from a position of financial strength.
In parallel, we advanced the foundation of our Specialty Ingredients platform — an area we believe represents a meaningful evolution for both our company and our industry. Converting fresh produce into higher value, differentiated ingredients is not only a margin opportunity, but it reflects a more thoughtful use of what the land provides. As greater attention is placed on agricultural inputs, ingredient integrity, and responsible production practices, our ability to utilize more of each harvest and extend its value into new applications strengthens both our economics and our stewardship. We believe this approach will play an increasingly important role in our future.
This disciplined preparation—throughout all corners of our organization—positioned us to pursue a transformational opportunity: the reunification of the Del Monte brand, a milestone I have long believed was both strategically compelling and deeply meaningful.
For nearly four decades, fresh and shelf stable Del Monte products operated under separate ownership structures. Reuniting these businesses under one organization restores coherence to one of the world’s most recognized food brands. With our agricultural expertise, global scale, and integrated supply chain, we are uniquely positioned to steward this brand across categories with a unified strategic vision.
With the acquisition of select Del Monte assets complete, the acquired business now operates as a dedicated Foods division, building on a strong foundation of established brands, experienced teams, and longstanding customer relationships. Our first priority is continuity. We are advancing a thoughtful and measured integration that preserves operational focus and respects the capabilities that have made these businesses successful, while aligning the division with Fresh Del Monte’s global scale, logistics expertise, and capital strength.
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Importantly, this North American Foods platform will work in close coordination with our production operations across Latin America, Europe, Africa, and the Middle East — leveraging our global sourcing, manufacturing, and distribution capabilities to expand opportunity across markets.
This is not simply an acquisition. It is the alignment of trusted brands and proven teams with an integrated global platform — positioning the Del Monte portfolio for its next phase of disciplined growth.
As we look ahead, our direction is clear. We are building more than scale. We are building coherence — across categories, across geographies, and across generations—while remaining anchored in the principles that have guided this company for decades.
We move forward with confidence, grounded in the clarity of our strategy and the strength of our platform.
Thank you for your continued trust as we steward this institution into its next chapter.
Regards,
Mohammad Abu-Ghazaleh
Chairman and Chief Executive Officer
Fresh Del Monte Produce Inc.
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NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
DATE AND TIME:
Thursday, June 4, 2026 at 11:00 AM., Eastern Time
PLACE:
The 2026 Annual General Meeting of Shareholders (or “Annual General Meeting”) will be held exclusively online at meetnow.global/M6AXZQK through a live internet webcast. You can find instructions on how to access the Annual General Meeting in the section of this proxy statement called “Questions and Answers About Our Annual General Meeting.”
ITEMS OF BUSINESS:
PROPOSAL 1 |
Elect two director nominees for a three-year term expiring at the 2029 Annual General Meeting of Shareholders |
PROPOSAL 2 |
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year |
PROPOSAL 3 |
Approve, by non-binding advisory vote, the compensation of our named executive officers in 2025 |
PROPOSAL 4 |
Approve and adopt the Third Amended and Restated Memorandum and Articles of Association |
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 13, 2026, 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.
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Mohammad Abu-Ghazaleh Chairman and Chief Executive Officer |
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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 XX, 2026.
Our proxy statement and annual report are available online at www.envisionreports.com/FDP.
Fresh Del Monte Produce, Inc.
c/o Del Monte Fresh Produce Company
241 Sevilla Avenue, Coral Gables, FL 33134
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Table of Contents
PROXY SUMMARY |
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Questions and Answers About our Annual General Meeting |
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PROPOSAL 1—ELECTION OF DIRECTORS |
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Director Skills, Experience and Background |
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Director/Director Nominee Biographies |
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CORPORATE GOVERNANCE |
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Corporate Governance Guidelines |
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Board Leadership Structure |
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Lead Independent Director |
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Director Independence |
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Meetings of the Board |
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Board Committees |
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The Nomination Process |
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Clawback Policies |
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Insider Trading Policy and Restrictions on Pledging and Hedging |
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Code of Ethics/Conduct |
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Board’s Role in Risk Oversight |
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Compensation Risks |
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Related Party Transactions |
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Director Compensation |
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Sustainability and Social Responsibility at Fresh Del Monte Produce |
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PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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EXECUTIVE OFFICERS |
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PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION |
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COMPENSATION MATTERS |
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Compensation Discussion and Analysis |
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Executive Compensation Governance |
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COMPENSATION COMMITTEE REPORT |
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EXECUTIVE COMPENSATION |
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BENEFICIAL OWNERSHIP OF ORDINARY SHARES |
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PROPOSAL 4—APPROVAL OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION |
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OTHER MATTERS |
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Delinquent Section 16(a) Reports |
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Proxy Solicitation Costs |
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Shareholder Proposals and Director Nominations for 2026 Annual General Meeting |
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Shareholder Communications |
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Electronic Delivery |
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Householding |
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Available Information |
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APPENDIX A |
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AP-1 |
ANNEX A |
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AN-1 |
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2026 Proxy Statement |
Table of Contents | i |
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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 XX, 2026. You should read the entire proxy statement carefully before voting. For more information regarding our 2025 performance, please review our Annual Report on Form 10-K for the 2025 fiscal year.
2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date and Time: |
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Thursday, June 4, 2026 at 11:00 AM. Eastern Time |
Fresh Del Monte Produce Inc. c/o Del Monte Fresh Produce Company 241 Sevilla Avenue, Coral Gables, FL 33134 |
Record Date: |
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April 13, 2026 |
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Place: |
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The Annual General Meeting will be held exclusively online at meetnow.global/M6AXZQK through a live internet webcast. There will be no physical meeting, so you will not be able to attend in person. |
VOTING MATTERS AND BOARD RECOMMENDATIONS
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Proposal |
Board’s Recommendation |
Page Reference (for more details) |
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1. Election of Directors |
FOR Each Director |
10 |
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2. Ratification of Ernst & Young, LLP as Auditors |
FOR |
39 |
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3. Advisory Approval of Executive Compensation |
FOR |
45 |
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4. Approval of Third Amended and Restated Memorandum and Articles of Association |
FOR |
76 |
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VOTING AT THE VIRTUAL MEETING
If you hold your Ordinary Shares of the Company, or Ordinary Shares, with our transfer agent, Computershare Investor Services, then you or your proxyholder may attend the virtual-only Annual General Meeting, participate, vote, ask questions, and examine a list of the shareholders of record entitled to vote at the Annual General Meeting by accessing meetnow.global/M6AXZQK 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 General 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 as of the record date, as well as your name and email address, to Computershare Investor Services. Please refer to the section entitled “Questions and Answers About Our Annual General 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 June 1, 2026.
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2026 Proxy Statement |
Proxy Summary | 1 |
Table of Contents
VISION AND GOALS
Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our long-term strategy is founded on six goals:
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Protect and grow OUR core business |
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Drive innovation and expanD growth on value-added categories |
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Evolve OUR culture to increase employee engagement and productivity |
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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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2026 Proxy Statement |
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2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS
In 2025, we delivered solid financial and operating results, reflecting disciplined execution, targeted pricing actions, and continued investment in our core categories. Higher net sales across all segments, supported by tariff‑related pricing actions and favorable foreign exchange, helped offset cost pressures and lower volumes in select product lines. For the full year, gross profit increased to $399 million, with gross margin expanding to 9.2%, and net income attributable to Fresh Del Monte totaled $91 million, or $178 million on an adjusted basis.
We continued to advance our long‑term growth strategy, led by strong performance in the fresh and value‑added products segment. Higher per‑unit pricing and a favorable product mix in pineapples, together with increased demand for fresh‑cut fruit, supported improved profitability and reflected the benefits of our premium pineapple portfolio and operational enhancements. We also took strategic actions to optimize our portfolio and improve long-term returns.
Consistent with our commitment to disciplined capital allocation, we paid an annualized dividend of $1.20 per share and repurchased 866,000 shares for $30 million during the year. These actions reflect our confidence in the business, a strong balance sheet, and a balanced approach to investing for growth while returning capital to shareholders.
NET SALES |
GROSS PROFIT |
OPERATING INCOME |
NET INCOME(1) |
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DILUTED EPS |
NET CASH FROM OPERATIONS |
LONG-TERM DEBT |
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DIVIDENDS PER ORDINARY SHARE |
ADJUSTED NET INCOME(2) |
ADJUSTED DILUTED EPS(2) |
ADJUSTED OPERATING INCOME(2) |
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Proxy Summary | 3 |
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Recent Acquisition of Del Monte Foods
On March 19, 2026, we completed the acquisition of certain select assets of Del Monte Foods. This transaction provided us with the opportunity to reunite the Del Monte® brand under a single corporate structure, following nearly four decades during which the brand has operated across separate platforms. We believe that consolidating the Del Monte® brand under one organization enhances our ability to leverage global scale, capitalize on decades of experience managing complex food systems across diverse geographies and product categories, and strengthen brand consistency worldwide. In connection with this strategic re-unification, we are proposing to change our corporate name from Fresh Del Monte Produce Inc. to Del Monte Corporation. We believe this name change more accurately reflects our unified brand strategy and aligns our corporate identity with the heritage and global recognition of the Del Monte® brand.
Accordingly, we are asking shareholders to approve the proposed name change, as more fully described in Proposal 4 of this Proxy Statement.
OVERVIEW OF OUR DIRECTORS
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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Director |
Director |
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Age |
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Background |
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Committee |
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Mohammad Abu-Ghazaleh |
1996 |
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84 |
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Chairman and Chief Executive Officer Fresh Del Monte Produce Inc. |
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Ahmad Abu-Ghazaleh |
2018 |
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49 |
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Vice Chairman and Chief Executive Officer, Royal Jordanian Air Academy, Arab Wings, and Queen Noor Technical College |
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Amir Abu-Ghazaleh |
1996 |
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79 |
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General Manager, Abu-Ghazaleh & Sons Co. Ltd. |
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Charles Beard, Jr. |
2020 |
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63 |
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Partner, Chief Operating Officer, Guidehouse, Inc. |
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Governance (Chair) |
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Michael J. Berthelot |
2006 |
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75 |
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Chief Executive Officer, Cito Capital Corporation |
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Compensation (Chair) |
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Mary Ann Cloyd |
2019 |
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71 |
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Retired Senior Partner, PricewaterhouseCoopers LLP |
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Audit (Chair) |
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Dr. Ajai Puri |
2024 |
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72 |
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Non-Executive Director, Olam International and IMI PLC |
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Audit |
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Lori Tauber Marcus |
2021 |
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63 |
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Founder of Courtyard Connections, LLC, Board Advisor and Retired Chief Marketing Officer |
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Audit |
GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS
Our corporate governance practices and executive compensation standards include:
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PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL GENERAL MEETING
What am I voting on?
At the Annual General Meeting, you will be asked to vote on the following proposals. Our Board recommendation for each of these proposals is set forth below.
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Proposal |
Board |
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1. To elect two director nominees for a three-year term expiring at the 2029 Annual General Meeting of Shareholders. |
FOR each Director |
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2. To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the 2026 fiscal year. |
FOR |
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3. To approve, by non-binding advisory vote, the compensation of our named executive officers in 2025, which we refer to as “Say on Pay.” |
FOR |
4. Approval of third amended and restated memorandum and articles of association. |
FOR |
We also will consider other business that properly comes before the meeting in accordance with the laws of the Cayman Islands and our Second Amended and Restated Memorandum and Articles of Association. However, the Board is not aware of any other matters to be presented for action at the Annual General Meeting.
Who can vote?
Holders of our Ordinary Shares at the close of business on April 13, 2026, are entitled to vote their Ordinary Shares at the Annual General Meeting. As of April 13, 2026, there were 47,531,139 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 issued and outstanding Ordinary Shares on April 13, 2026, 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 General 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 XX, 2026, at the close of business. The Notice contains instructions on how to access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a
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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 Investor Services, you may vote at the Annual General Meeting or by proxy as follows:
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 Investor Services by mail at:
Computershare Investor Services
Fresh Del Monte Produce Inc. Legal Proxy
P.O. Box 43078
Providence, RI 02940-3078
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 June 1, 2026. You will then receive a confirmation of your registration, with a control number, by email from Computershare Investor Services. At the time of the meeting, go to meetnow.global/M6AXZQK 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 Second Amended and Restated Memorandum and Articles of Association, directors are elected and the ratification of auditors is deemed approved when they are approved by an “Ordinary Resolution” which is defined as simple majority of the votes cast by such Shareholders on such matter as, being entitled to do so, in person or by proxy. 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.
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Proposal |
Vote Requirement |
Election of Directors |
Majority of the Votes Cast |
Ratification of Auditors |
Majority of the Votes Cast |
“Say on Pay” |
Majority of the Votes Cast |
Third Amended and Restated Memorandum of Association |
Two-thirds (66.2/3% of the Ordinary Shares) |
Abstentions will have no effect on the outcome of the vote for any of the Proposals under Cayman Islands law.
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 proposal and has not received specific voting instructions for the proposal from the beneficial owner of the shares. Broker
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Questions and Answers About Our Annual Meeting | 7 |
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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.
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Proposal |
Can Brokers Vote Absent Instructions? |
Impact of Broker Non-Vote |
1. Election of Directors |
No |
None |
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2. Ratification of Auditors |
Yes |
Not Applicable |
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3. Say on Pay |
No |
None |
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4. Approval of Third Amended and Restated Memorandum and Articles of Association |
Yes |
Not Applicable |
Our existing Second Amended and Restated Memorandum and Articles of Association were adopted in 2022 and does not reflect our proposed new name post the Del Monte Foods acquisition or corporate governance trends that have evolved under Cayman Islands law. The Third Amended and Restated Memorandum and Articles of Association proposes to change our name from Fresh Del Monte Produce Inc. to Del Monte Corporation to reflect our strategic re-unification post acquisition of certain select assets from Del Monte Foods and make some other administrative changes that align the articles with the Cayman Island Companies Act (As Revised) and current corporate governance practices.
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 and 4. 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 43078, Providence, Rhode Island, 02940-3078 prior to the closing of the polls at the Annual General Meeting, or by attending and voting at the virtual-only Annual General 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 13, 2026.
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 General Meeting?
Only shareholders as of April 13, 2026, the record date, and our invited guests are permitted to attend the Annual General 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 General Meeting, participate, vote, ask questions, and examine a list of the shareholders of record entitled to vote at the Annual General Meeting by accessing meetnow.global/M6AXZQK and entering the 15-digit control number on your proxy card.
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 General 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 as of the record date, as described above under “How Do I Vote?”
8 | Questions and Answers About Our Annual Meeting |
2026 Proxy Statement |
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Table of Contents
Can I attend the Annual General 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/M6AXZQK, but you will not be able to vote during the Annual General Meeting or ask questions.
Will I be able to ask questions at the Annual General Meeting?
Shareholders of record and beneficial owners who have logged in to the Annual General Meeting with a control number as described above may submit questions any time before or during the Annual General Meeting by clicking on the message icon in the upper right-hand corner of the broadcast screen. After the business portion of the Annual General 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 General Meeting, as time permits and in accordance with our Rules of Conduct for the Annual General Meeting.
If I plan to attend the Annual General Meeting, should I still vote by proxy?
Yes. Casting your vote in advance does not affect your right to attend the Annual General Meeting. If you send in your proxy card and also attend the Annual General Meeting, you do not need to vote again at the Annual General Meeting, unless you want to change your vote. You may attend and vote online during the virtual-only Annual General Meeting by accessing the Annual General 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 General Meeting?
We will announce the results for the proposals voted upon at the Annual General Meeting and publish the final detailed voting results in a Form 8-K filed within four business days after the Annual General 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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2026 Proxy Statement |
Questions and Answers About Our Annual Meeting | 9 |
Table of Contents
ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
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PROPOSAL SUMMARY What Are You Voting On? We are asking our shareholders to elect the following two director nominees to serve on the Board. Information about the Board and each director nominated is included in this section.
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Class II Director Nominees Three-Year Term Ending 2029 Michael J. Berthelot Lori Tauber Marcus
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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 two director nominees would contribute to a well-balanced and effective Board. Each of the Class II directors elected at the Annual General Meeting will hold office until the annual general meeting of shareholders to be held in 2029 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Michael J. Berthelot and Lori Tauber Marcus currently serve as Class II members of the Board. Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees 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. |
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The Board of Directors recommends a vote “FOR”each nominee for director |
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10 | Election of Directors |
2026 Proxy Statement |
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Table of Contents
ELECTION OF DIRECTORS
Introduction
Our Second Amended and Restated Memorandum of Association provides that our Board must consist of between three and nine directors. Our Corporate Governance Guidelines require that a majority of our board shall be directors who meet the independence standards of the NYSE with one of the independent directors serving as the lead independent director. Our Board is divided into three classes and currently consists of eight directors, of whom five are independent directors (ID) and three are non-independent directors. The non-independent directors together represent the largest single owner of Ordinary Shares. 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, provides stability in near term operational performance balanced with long term investments, and allows for the refresh of experience to meet the evolving needs of the Company. 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:
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Class II – Expiring 2026 Michael J. Berthelot (ID) Lori Tauber Marcus (ID) |
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Class III – Expiring 2027 Mohammad Abu-Ghazaleh Ahmad Abu-Ghazaleh Dr. Ajai Puri (ID) |
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Class I – Expiring 2028 Amir Abu-Ghazaleh Mary Ann Cloyd (ID) Charles Beard, Jr. (ID) |
The terms of the two current Class II directors expire at the Annual General Meeting. The Governance Committee recommended to the Board for nomination, and the Board has nominated each of Michael J. Berthelot and Lori Tauber Marcus for re-election.
Both Michael J. Berthelot and Lori Tauber Marcus 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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2026 Proxy Statement |
Election of Directors | 11 |
Table of Contents
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.
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LEADERSHIP EXPERIENCE
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Experience serving as a CEO, CFO, senior executive or functional leader within an organization |
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8 of 8 |
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PUBLIC COMPANY BOARD EXPERIENCE
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Experience serving on the boards of other U.S. or international public companies and familiarity with key corporate governance matters |
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7 of 8 |
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INDUSTRY EXPERTISE
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Experience in key aspects of our businesses and industry, including food/agribusiness, distribution, transportation/shipping, retail and innovation/research & development |
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6 of 8 |
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FINANCE/ACCOUNTING
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Experience or expertise in financial accounting and reporting or the financial management of an organization |
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5 of 8 |
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INTERNATIONAL EXPERIENCE
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Experience doing business internationally or focusing on international issues and operations or with multinational companies |
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7 of 8 |
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ERM/RISK MANAGEMENT
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Experience overseeing risk management matters |
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4 of 8 |
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M&A/INTEGRATION
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Experience leading growth through acquisitions and other business combinations and ability to evaluate operational integration plans |
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5 of 8 |
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OPERATIONS/HUMAN CAPITAL
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Experience managing compensation and employee moral, and implementing succession planning and talent development |
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5 of 8 |
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12 | Election of Directors |
2026 Proxy Statement |
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Table of Contents
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 II Directors
Term to Expire at the 2026 Annual General Meeting
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Michael J. Berthelot Director Since: 2006 Age: 74
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. From 2010 until 2024, Mr. Berthelot served 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. Since 2009, Mr. Berthelot has been a faculty member of the University of California San Diego’s Rady School of Management, where he teaches corporate governance in the MBA program. 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.
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Experience Highlights: Leadership, Public Company Board, Finance/Accounting, International, ERM/Risk Management, M&A/Integration
Lead Independent Director
Committees: Compensation (Chair) Audit |
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2026 Proxy Statement |
Election of Directors | 13 |
Table of Contents
ELECTION OF DIRECTORS
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Lori Tauber Marcus Director Since: 2021 Age: 62
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 PRIMO Water Corporation, a publicly-traded home/office delivery, pure-play water company from May 2023 to November 2024 and 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 Diagnostic 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.
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Experience Highlights: Leadership, Public Company Board, Industry, International, Operations/Human Capital
Independent
Committees: Audit Compensation
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14 | Election of Directors |
2026 Proxy Statement |
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Table of Contents
ELECTION OF DIRECTORS
Continuing Directors
Class III Directors
Term To Expire at the 2027 Annual General Meeting
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Mohammad Abu-Ghazaleh Director Since: 1996 Age: 83
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 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.
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Experience Highlights: Leadership, Public Company Board, Industry, International, ERM/Risk Management, M&A/Integration, Operations/Human Capital
Other Public Boards: United Cables Industries Company (Jordan). |
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2026 Proxy Statement |
Election of Directors | 15 |
Table of Contents
ELECTION OF DIRECTORS
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Ahmad Abu-Ghazaleh Director Since: 2018 Age: 48
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 Jordanian publicly-traded company and on the board 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.
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Experience Highlights: Leadership, Public Company Board, Industry, International
Other Public Boards: United Cables Industries Company (Jordan). |
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16 | Election of Directors |
2026 Proxy Statement |
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Table of Contents
ELECTION OF DIRECTORS
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Dr. Ajai Puri Director Since: 2024 Age: 71
Non-Executive Director, Olam International, IMI PLC, Califia Farms LP
Biography: Dr. Puri currently serves as a board member of Olam Group Limited (Singapore), a Singaporean public company and a leading global food and agriculture business; and IMI plc (U.K.), a specialist engineering and technology group that is listed on the London Stock Exchange. Dr. Puri has previously served as a board member of Britannia Industries Ltd. (India), an Indian public company and India’s largest independent food company and Tate & Lyle PLC, a global supplier of food and beverage products to food and industrial markets that is listed on the London Stock Exchange. Additionally, Dr. Puri serves as a board member of privately-held Califia Farms LP, a leading plant-based milks company since October 2021. As part of his executive career, Dr. Puri spent over 20 years at Minute Maid (part of The Coca-Cola Company) where he played an integral role in building the company’s global juice platform with products like Simply Orange™ and Minute Maid Pulpy™. Dr. Puri holds a B.S. from the University of Agricultural Sciences, Bangalore, India; an M.S. from the Central Food Technological Research Institute, Mysore, India; an M.B.A. from the Crummer Business School, Rollins College, and a Ph.D. in Food Science from the University of Maryland.
Skills & Qualifications: Dr. Puri brings to the Board extensive experience in the food and beverage industry and years of global R&D, innovation, supply chain development and consumer marketing experience. |
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Experience Highlights: Leadership, Public Company Board, Finance/Accounting, Industry, International, Operations/Human Capital
Independent
Committees: Audit Governance
Other Public Boards: Olam Group Limited (Singapore) IMI plc (U.K.)
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2026 Proxy Statement |
Election of Directors | 17 |
Table of Contents
ELECTION OF DIRECTORS
Class I Directors
Term To Expire at the 2028 Annual General Meeting
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Amir Abu-Ghazaleh Director Since: 1996 Age: 78
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.
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Experience Highlights: Leadership, Public Company Board, Finance/Accounting, Industry, International, M&A/Integration
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18 | Election of Directors |
2026 Proxy Statement |
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Table of Contents
ELECTION OF DIRECTORS
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Mary Ann Cloyd Director Since: 2019 Age: 70
Former Senior Partner, PricewaterhouseCoopers LLP
Biography: From 1990 until her retirement in June 2015, Ms. Cloyd was a senior Partner with PricewaterhouseCoopers LLP (“PwC”), a global accounting and consulting firm. During her 25 years as a partner at PwC, Ms. Cloyd served in multiple leadership positions, including leading PwC’s Governance Insights Center from 2012 until her retirement in 2015. Ms. Cloyd is a retired Certified Public Accountant. Ms. Cloyd has served as a director of Ekso Bionics Holdings, Inc., a publicly-traded company focused on exoskeleton technology, since 2020. Previously, Ms. Cloyd served as a director of Bellerophon Therapeutics, Inc., a publicly-traded clinical-stage biotherapeutics company, from February 2016 until March 2024, and as a director of Angel Pond Holdings Corporation, a publicly-traded special purpose acquisition company, from March 2021 until December 2022. 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 40 years of public accounting/advisory experience, significant experience in corporate governance matters and experience in risk management and oversight.
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Experience Highlights: Leadership, Public Company Board, Finance/Accounting, ERM/Risk Management, M&A/Integration, Operations/Human Capital
Independent
Committees: Audit (Chair) Governance
Other Public Boards: Ekso Bionics Holdings, Inc.
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2026 Proxy Statement |
Election of Directors | 19 |
Table of Contents
ELECTION OF DIRECTORS
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Charles Beard, Jr. Director Since: 2020 Age: 62
Partner, Former Chief Operating Officer, Guidehouse, Inc., Retired Senior Partner, PricewaterhouseCoopers LLP
Biography: Mr. Beard served as the Chief Operating Officer of global professional services firm Guidehouse, Inc. from 2018 through 2024. Starting January 2025, he transitioned to joining the board of Guidehouse, Inc. He was responsible for guiding the company to exclusively use public cloud services and simultaneously incorporate advanced cyber security capabilities both for the enterprise and its clients. He has more than 30 years of experience as a corporate officer, board member, and professional consultant in the application and exploitation of technology for businesses operating in high risk environments. He was previously with PwC, where his practice focused on cybersecurity-related services and 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. He is the former Senior Vice President and Chief Information Officer for Science Applications International Corporation (now Leidos), and General Manager of the Cybersecurity and Intelligence Business Unit. Previously, Mr. Beard led the global Transportation and Industrial Markets segment of KPMG consulting. Mr. Beard has served as a director of Healthstream, Inc., a publicly-traded company focused on providing workforce and provider solutions for healthcare organizations, since 2025. 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 to the Board more than 30 years of experience in cybersecurity, digital innovation, including adoption of cloud computing infrastructure and addressing the security and control challenges inherent in digital transformations, technology management and business automation.
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Experience Highlights: Leadership, Industry Expertise, Finance/Accounting, International, ERM/Risk Management, M&A/Integration, Operations/Human Capital
Independent
Committees: Governance (Chair) Compensation
Other Public Boards: Healthstream, Inc. |
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20 | Election of Directors |
2026 Proxy Statement |
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Table of Contents
CORPORATE GOVERNANCE
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
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 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. While we believe our current board structure is best suited to our Company and shareholders, our Board will continue to review this structure on a periodic basis.
Lead Independent Director
Our Corporate Governance Guidelines provide that if the position of the Chairman of the Board is held by the Chief Executive Officer or any other non-independent director, then the independent directors shall, upon recommendation of the Governance Committee and by majority vote of independent directors, appoint a lead independent director. Mr. Berthelot currently serves as our lead independent director. The duties of the lead independent director include:
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2026 Proxy Statement |
Corporate Governance | 21 |
Table of Contents
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 affirmatively determined that each of the individuals listed below are independent directors under NYSE listing standards and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.
• Charles Beard, Jr. • Michael J. Berthelot • Mary Ann Cloyd • Dr. Ajai Puri • Lori Tauber Marcus |
Meetings of the Board
The Board held 12 meetings during 2025. 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, but it is not required. All members of the Board in 2025 were present at our 2025 Annual General Meeting of Shareholders.
All of our independent directors meet in executive session (without management present) in connection with each scheduled Board meeting. Mr. Berthelot currently serves as the lead 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.
22 | Corporate Governance |
2026 Proxy Statement |
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Table of Contents
CORPORATE GOVERNANCE
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 2025 fiscal year.
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Audit Committee |
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Compensation Committee |
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Governance Committee |
Michael J. Berthelot (Lead Independent Director) |
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Chair |
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Charles Beard, Jr. Independent Director |
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Chair |
Mary Ann Cloyd Independent Director |
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Chair |
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Member |
Dr. Ajai Puri Independent Director |
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Lori Tauber Marcus(1) Independent Director |
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Meetings in 2025 |
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(1) Ms. Tauber Marcus served on the Governance Committee until April 30, 2024.
Audit Committee
Members |
Primary Responsibilities |
Mary Ann Cloyd (Chair) Michael J. Berthelot Lori Tauber Marcus Dr. Ajai Puri 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 hiring policies for employees or former employees of the independent auditor • Oversees the compliance by the Company with legal and regulatory requirements including the Company’s Code of Business Ethics and Conduct Policy and the Related Party Transactions Policy • Establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters |
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 Lori Tauber Marcus each qualifies as an “audit committee financial expert” as defined by SEC rules.
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Compensation Committee
Members |
Primary Responsibilities |
Michael J. Berthelot (Chair) Charles Beard, Jr. Lori Tauber Marcus
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 equity 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 • Oversees our compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters. • Oversees the administration of the Company’s clawback/recoupment policies • 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 2025, the Compensation Committee engaged Willis Towers Watson (“WTW”) as its independent compensation consultant. WTW’s work with the Committee included analyses, advice, guidance and recommendations on executive and director compensation levels versus peers, and market trends. In addition, in 2025, WTW 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 2026. WTW also reviewed our long-term incentive practices and provided updates on executive compensation trends and developments. WTW 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. WTW was engaged exclusively by the Compensation Committee on executive and director compensation matters and does not have any other consulting 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 WTW and determined that no conflicts of interest exist. For more information regarding the role of the compensation consultant, see the disclosure under “Compensation Discussion & Analysis—Compensation Setting Process—Role of Independent Compensation Consultant.”
Compensation Committee Interlocks and Insider Participation. During the 2025 fiscal year, Michael J. Berthelot, Charles Beard, Jr. and Lori Tauber Marcus served as Compensation Committee members. None of these individuals were, during 2025, an officer or employee of our Company, or was formerly an officer of our Company. There were no transactions in 2025 between the Company and any directors who served as Compensation Committee members for any part of 2025 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions. During 2025, 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.
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Governance Committee
Members |
Primary Responsibilities |
Charles Beard, Jr. (Chair) Mary Ann Cloyd Dr. Ajai Puri
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 the Board’s 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, • Develops and recommends to the Board corporate governance guidelines • Oversees the Company’s environmental, social and governance program • Monitors the effectiveness of the Company’s information system controls and security, including a periodic review of the Company’s cybersecurity and other technology risks |
The Nomination Process
In considering each director nominee for the Annual General 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:
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.
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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 Exchange Act or otherwise be required to be provided pursuant to our Second Amended and Restated 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 Second Amended and Restated Memorandum and Articles of Association. For more information regarding the advance notice requirements, see “Shareholder Proposals and Director Nominations for 2027 Annual General Meeting” in this proxy statement.
Clawback Policies
We maintain two compensation recoupment, or “clawback,” policies. As required by the Dodd-Frank Wall Street Reform and Consumer Protection (Dodd-Frank) Act (Dodd-Frank Act) and related rules and regulations of the SEC and NYSE, the Company adopted an Executive Officer Clawback Policy, effective October 2, 2023, that applies to all of our current and former executive officers in the event of a financial restatement, as further described below. In addition, we continue to maintain a clawback policy that is applicable to all employees and in circumstances beyond those set forth in the Executive Clawback Policy.
Executive Officer Clawback Policy
We have adopted the Executive Officer Clawback Policy that complies with the new SEC and NYSE rules. The Executive Officer Clawback Policy provides that the Company must seek recovery, in the event of a required accounting restatement, of erroneously awarded incentive-based compensation received by current and former executive officers. The policy is administered by the Compensation Committee.
The policy is triggered if we are required to prepare an accounting restatement of our financial statements due to any material noncompliance with a financial reporting requirement under the securities laws. Once the policy is triggered, the Compensation Committee will require recoupment of any erroneously-awarded compensation received by a current or former executive officer during the three completed fiscal years immediately preceding the date we are required to prepare an accounting restatement. The policy is a “no-fault” policy and recoupment is required regardless of whether a current or former executive officer contributed to the restatement.
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For purposes of the policy, erroneously-awarded compensation is the amount of incentive-based compensation paid to a current or former executive officer that exceeds the incentive-based compensation the executive officer would have been paid had it been based on the restated financial statements. Incentive-based compensation includes any compensation granted, earned or vested based wholly or in part on the attainment of a financial reporting measure (meaning a measure determined and presented in accordance with the accounting principles used in preparing our financial statements and any measure that is derived in whole or in part from such measure).
The Compensation Committee will determine the timing and method of recoupment of erroneously-awarded compensation in its sole discretion pursuant to the policy. Recoupment is required unless recovery would be impracticable, as set forth in the policy.
Employee Compensation Recoupment Policy
We have adopted the Employee Compensation Recoupment 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:
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.
Insider Trading Policy and Restrictions on Pledging and Hedging
Our Board has
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amendments thereto, was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 26, 2025, filed with the SEC on February 19, 2026.
Code of Ethics/Conduct
Code of Conduct and Business Ethics Policy
We have adopted a Code of Conduct and Business Ethics Policy, or the Code of Conduct, which applies to all of our directors, officers, employees, agents and representatives. The Code of Conduct is designed to ensure that our business is conducted in a consistently legal and ethical manner, including the handling of related party transactions. Our Code of Conduct contains our Related Party Transactions Policy, which is described under “Related Party Transactions” below. Additionally, our Code of Conduct includes policies on political contributions, labor and human rights and workplace practices.
Code of Ethics
To supplement the Code of Conduct, we have adopted a Code of Ethics that applies to those persons with important roles in the financial reporting process, including: (i) the Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Vice President, Global Internal Audit, the Chief Accounting Officer or Controller or persons performing similar functions; (ii) the President and Chief Operating Officer, any other senior vice president or vice president and any other senior executives designated by the Board; and (iii) the members of our Board.
To promote a corporate culture of transparency, integrity and honesty, the Code of Ethics requires that our senior financial officers, executive officers and Board members, among other things:
We intend to disclose any amendments to, or waivers of, the Code of Ethics 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 of Ethics in favor of a director or executive officer.
Global Vendor Code of Business Ethics and Conduct
We have adopted a Global Vendor Code of Business Ethics and Conduct, or the Vendor Code, which requires the compliance of each of our vendors, suppliers, customers, consultants, agents, representatives, brokers, distributors, research partners, software providers, licensors, intermediaries and other third parties who provide us with goods and services, along with their parent entities, subsidiaries, subcontractors and supply chains. Among other matters, the Vendor Code addresses compliance with laws and regulations, product safety and quality, labor and human rights, trade sanctions, anti-corruption and bribery and other business practices. Violation of the Vendor Code may result in the termination of the contract between the Company and the third party.
Each of the Code of Conduct, the Code of Ethics and the Vendor Code is available on our website at www.freshdelmonte.com under the “Investor Relations” tab.
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 and reports by our independent auditors and advisors, all of which are intended to help the Board or its 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. The
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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.
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• 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 • Other matters that present material reputational risk or risk to our operations, plans and prospects, taken as a whole |
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Audit Committee |
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Compensation Committee |
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Governance Committee |
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• Financial risks • Financial reporting • Public disclosures • Internal control over financial reporting • Financial policies • Credit and liquidity matters • Major acquisitions and divestitures |
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• Compensation structure, policies and practice • Compensation benefits and incentive plans, including equity plans • Senior management succession planning • Clawback policies |
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• Enterprise Risk Management Program • Corporate governance • Sustainability • Corporate social responsibility • Environment • Director succession • Ethics & Compliance • IT, Cybersecurity and Privacy • Health and safety • Food safety |
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Cybersecurity Risk Oversight
Our Board of Directors believes that a strong cybersecurity strategy is critical to protecting the Company’s business operations, maintaining an effective control environment, and meeting its data protection obligations. The Board has delegated primary oversight of cybersecurity risk to the Governance Committee, which is responsible for monitoring the effectiveness of the Company’s cybersecurity program and coordinating its findings with the Audit Committee.
The Company’s Vice President of Information Technology, together with the General Counsel, who oversees data protection and other members of the cybersecurity incident response team, regularly report to the Governance Committee or the full Board on cybersecurity threats, incidents, preparedness plans, and response activities. These updates are provided four times a year on a quarterly basis and more frequently as circumstances warrant.
The Company conducts quarterly mandatory cybersecurity awareness training throughout the year to educate and empower employees to recognize and respond to cybersecurity threats. In addition, certain members of the Board have participated in cybersecurity training programs. The Company maintains a formal cyber incident response plan designed to ensure timely, consistent, and compliant responses to potential cybersecurity incidents, as well as cybersecurity insurance to help mitigate potential financial impacts.
To support the ongoing effectiveness of its cybersecurity program, the Company routinely tests its incident response plan and conducts compliance audits, vulnerability assessments, and periodic tabletop exercises. Where appropriate, the Company engages third‑party specialists to assist with these assessments and to support remediation and mitigation efforts.
Compensation Risks
In 2025, as part of our risk management process, the Compensation Committee conducted an annual comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of
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executive and non-executive employee compensation. Based on a review and analysis of our incentive plans, policies and programs, the Compensation Committee believes 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:
In 2025, we incurred approximately $390,535 of air charter expenses with the aircraft management company Arab Wings. Mohammad Abu-Ghazaleh, our Chairman and Chief Executive Officer, and two of our directors, Ahmad Abu-Ghazaleh and Amir Abu-Ghazaleh are affiliated with Arab Wings. Specifically, Mohammad Abu-Ghazaleh serves as Chairman, Ahmad Abu-Ghazaleh is Vice Chairman and CEO, and Amir Abu-Ghazaleh is one of the directors of Arab Wings. In addition, we also incurred approximately $180,227 in expenses relating to the purchase of fresh produce from Fresh Gate International, who was approved as a vendor by the Audit Committee prior to any purchases. The managing partner and co-founder of Fresh Gate International is the brother-in-law of Mohammed Abbas, our President and Chief Operating Officer.
Related Party Transactions Policy
Our Code of Conduct includes our policy for the review and approval of related party 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 party and those of our Company, regardless of the amount involved. Our directors and executive officers must also periodically confirm information about related party transactions, and management reviews its books and records and makes other inquiries as appropriate to confirm the existence, scope and terms of related party transactions.
Under the policy, a “related party” 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 party transaction is a transaction involving the Company and a related party, excluding certain employment arrangements.
Pursuant to the policy and NYSE listing standards, the Audit Committee must evaluate each related party 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 party transactions entered into, but not approved, are subject to termination if directed by the Audit Committee or the Board, as applicable. The Audit Committee considers each related party
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transaction in light of all relevant factors and the controls implemented to protect the interests of our Company and our shareholders, including:
Director Compensation
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. Board members are granted shares on May 4th on an annual basis. If the 4th falls on a weekend or holiday, the next open trading day is used for the annual grant date. On May 4, 2025, each non-employee director received an equity award with a grant day fair value of $150,000 or 4,489 restricted share units, which vest on May 4, 2026. 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 Guidelines” below.
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, $20,000 and $15,000, respectively. Non-employee directors are also reimbursed for incidental expenses associated with each Board or Committee meeting. Directors who are employees do not receive any additional compensation for their services as a director.
The following table sets forth information regarding the compensation of our non-employee directors for fiscal 2025. 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 61.
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Ahmad Abu-Ghazaleh |
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90,000 |
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149,977 |
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239,977 |
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Amir Abu-Ghazaleh |
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90,000 |
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149,977 |
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239,977 |
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Charles Beard, Jr. |
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112,500 |
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149,977 |
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262,477 |
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Michael J. Berthelot |
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160,000 |
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149,977 |
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309,977 |
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Mary Ann Cloyd |
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120,000 |
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149,977 |
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269,977 |
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Ajai Puri |
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110,000 |
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149,977 |
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259,977 |
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Lori Tauber Marcus |
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112,500 |
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149,977 |
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262,477 |
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Name |
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RSUs(a) |
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Ahmad Abu-Ghazaleh |
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4,605 |
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Amir Abu-Ghazaleh |
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4,605 |
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Charles Beard, Jr. |
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4,605 |
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Michael J. Berthelot |
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4,605 |
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Mary Ann Cloyd |
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4,605 |
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Ajai Puri |
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4,605 |
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Lori Tauber Marcus |
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4,605 |
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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.
We take a holistic approach to conservation that considers the entire ecosystem, which is vital for the current and future success of our business. Our business transformation strategy is enhanced by successfully managing our sustainability pillars— our sustainability strategy is deeply rooted in our culture at Fresh Del Monte Produce and we are all committed to working towards A Brighter World Tomorrow™ for generations to come. As a result, we’ve enacted programs that support many of the United Nation’s Sustainable Development Goals (SDGs) for many years.
In October 2025, we released our Impact Metrics, which reflect our most relevant data from 2024 related to Climate, Renewable Energy, Trees Planted/Donated, Water, Waste, Biodiversity, and Social Data.
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We work toward fulfilling our sustainability strategy by following these pillars:
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Protecting our planet Protect and promote the health of our planet, its wildlife and its natural resources. |
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Living our values Drive integrity, fairness, equity and well-being across our operations and our supply chain to deliver on our mission. |
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Providing healthy choices Encourage healthy lifestyles by providing fresh and wholesome food to our consumers. |
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Growing with our communities Ensure the well-being of our communities and foster growth within each of them. |
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Oversight of Sustainability and Climate Change Risk
The Board recognizes the importance of keeping sustainability at the forefront of our business development. To that end, the Governance Committee is responsible for overseeing ESG-related issues, which includes reviewing with the Company’s senior management 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. Additionally, as part of the Board’s risk oversight of climate change, the Audit Committee is responsible for annually reviewing and discussing with management the Company’s material climate-related risks.
With support from the Sustainability Steering Committee—a cross-departmental group of company leaders—the Chief Sustainability Officer (the “CSO”) reports key issues quarterly to the Governance Committee. The CSO and the Sustainability Steering Committee work with sustainability leaders across regional operations to develop programs that address issues from climate change to community development to human rights. Each international facility has a team member responsible for managing sustainability-related programs and activities, and our larger agricultural operations have a formal position dedicated to sustainability management. This structure enables us to address ESG issues across our Company.
Along with the work of these committees, we have policies and formal systems to ensure a consistent approach across our global operations, including (1) our Global Environmental Policy, which guides our performance in greenhouse gas (“GHG”) emissions reduction, water management, waste generation and ecosystem protection and (2) our Land and Water Suitability Policy, which guides land and water risk management and environmental considerations of existing or new agricultural developments.
Climate Change and Promoting the Health of our Planet
As a company, we are working to balance agricultural productivity, biodiversity and environmental action, which includes taking on the challenge of climate change in agriculture head on, and leading our industry towards transparency, accountability and transformative action on reducing greenhouse gas emissions. This aspect of our sustainability strategy centers on protecting and promoting the health of our planet, its wildlife and its natural resources – this ongoing commitment to care for the environment is at the heart of our business strategy and focuses on several key areas:
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Climate Action
Our climate strategy is a core component of our broader sustainability initiatives and aligns with international guidelines like the Task Force on Climate-Related Financial Disclosures (TCFD).
The strategic perspective: Addressing the escalating impacts of climate change and biodiversity loss requires a comprehensive approach to analyzing and understanding these interconnected and complex challenges. In 2024, we did a thorough risk assessment considering multiple Intergovernmental Panel on Climate Change (IPCC) scenarios.
We understand agriculture’s contribution to GHG emissions and the worsening impacts of global climate change and have ongoing climate action initiatives to combat these impacts, specifically focusing on GHG emissions, renewable energy, forest conservation, transportation emissions reductions, sustainable farming and regenerative agriculture. We continue to seek out opportunities to reduce our emissions and join multi-stakeholder efforts to mitigate the effects of climate change.
We have made meaningful progress to reduce our GHG emissions. In 2024, the most recent date available, we reduced our combined Scope 1 and 2 emissions by 25% compared with 2019 levels.
Water Stewardship
We recognize our responsibility for managing our water use with care as the success of our farms, communities and team members depend on safe and clear water availability. To minimize the impact we have on water resources, we leverage innovative technologies to drive water efficiency and aim to prevent negative impacts on community water resources.
At Fresh Del Monte, 97% of our water consumption is from agricultural operations, making it an essential resource for cultivating healthy crops and produce.
In 2024, improvements were made to the irrigation system at our pineapple plantations in the Pacific region of Costa Rica. Furthermore, significant strides were achieved in the soil analysis of our melon plantations in Costa Rica to optimize the calculation of water requirements for irrigation. Additionally, we continue to enhance our water recycling systems at our banana packing plants in the Philippines.
Renewable Energy
Over the past years, we have harnessed various forms of renewable energy. In 2024, we achieved 38% renewable energy, which demonstrates that our continuous efforts are a testament to our commitment towards building a resilient business as well as a sustainable future for our communities. As we move forward, we will continue to explore the opportunities of investment in renewable energy sources.
Circular Economy and Waste
We recognize the impact of waste and we seek to track and reduce waste generation in all global operating facilities. As a vertically integrated company, we are uniquely situated to address our waste stream from production to end-use and have identified two focus areas for our efforts: (1) food waste; and (2) packaging waste.
The base value for recycled content boxes was 20.3% recycled content, in 2024 we achieved 32.4%, and the goal is 40.6% recycled content.
In 2024, we diverted 93% of our food and organic waste away from landfills by composting, donating and selling of this waste to third parties for conversion to feed and energy. Compared to 2020, in 2024 we have achieved a 48% reduction in volume of waste to landfill. As part of our circular economy strategy, in 2024 we’ve launched a biofertilizer plant in Kenya to optimize the use of fruit residues. This facility transforms byproducts from our pineapple processing into biofertilizers that enhance soil quality and increase plant yield. Initially, these biofertilizers will support our Kenyan operations, with plans to extend their availability to other East African growers and potentially expand globally as a sustainable alternative to traditional fertilizers.
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CORPORATE GOVERNANCE
Additionally, we’ve improved our canning and juicing operations in Kenya by repurposing pineapple skins and crowns as feed for dairy farmers and ensuring that every part of the fruit is utilized. For example, the juice is converted into syrup for canning. And our team in Costa Rica is looking at new ways of improving their juice recovery from skins, while donating the pulp residue to neighboring cattle ranchers. One of our key industry engagements is the 10x20x30 initiative, which unites the world’s largest food retailers, providers, and their priority suppliers to reduce food loss and waste. The tools provided by this initiative help us track our food waste, identify areas for improvement, and reduce the amount of waste sent to landfills.
Biodiversity
Our mission to provide fresh and nutritious food to a growing population goes hand in hand with our responsibility to tackle the interconnected challenges of climate change and biodiversity loss.
Farms and produce depend on soil, water, and land, all of which are affected by erosion, wildfires, pests, and diseases. Climate change exacerbates biodiversity issues, creating negative feedback loops that disrupt ecosystem functions and reduce crop yields.
Some of JUNTOS’s key achievements in these three years of partnership (2021-2024) with GIZ are:
Our comprehensive approach has led to many proactive initiatives:
We track our performance against biodiversity targets which were set to address our priority nature-related risks and opportunities. Our commitments include halting the conversion of natural ecosystems, avoiding negative impacts on threatened and protected species and habitats, and ensuring zero sourcing of forest-risk commodities from unknown or controversial sources. Additionally, from 2016 to 2024 we planted 2,843,327 trees globally, which represents 114% of our goal completed, this is also in alignment with the World Economic Forum’s 1 trillion Trees Initiative (Formerly known as 1t.org, recently named Forest Future Alliance).
Regenerative Agriculture
Without healthy soils, we cannot provide the same amount and quality of any of our produce. Through enhanced carbon sequestration capabilities of healthy soils, regenerative agriculture also plays a pivotal role in addressing the challenges posed by climate change. This aspect is becoming increasingly significant considering new climate-related regulatory requirements from the European Union and the Securities and Exchange Commission Our approach to regenerative agriculture involves integrating and managing live ground covers, soil health, carbon sequestration, biodiversity, and water availability to maintain a healthy ecosystem in our production areas. This strategy is underpinned by science.
We consistently conduct comprehensive soil analyses to monitor nutrient levels, preventing chemical imbalances and accurately determining nutrient requirements. This strategic approach, coupled with our commitment to regenerative
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Corporate Governance | 35 |
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CORPORATE GOVERNANCE
agricultural practices such as soil regeneration, has enabled us to sustain banana and pineapple cultivation in the same soil for over 30 years without compromising yield.
In 2024, We exceeded our target for the area planted with cover crops in the banana division in Costa Rica; we limited the use of neonicotinoids on pineapples and limited chlorpyrifos insecticides across our global owned pineapple operations. In addition, we continue to advance our fertilizer reduction program on pineapple farms in Costa Rica, with a particular focus on reducing nitrogen through the adoption of more efficient nutrient sources.
Simultaneously, we invest in technologies to streamline data collection, measurement, and analysis. These tools empower farm managers to make informed, data-driven decisions that optimize resource utilization and further enhance our regenerative efforts.
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CORPORATE GOVERNANCE
Key Sustainability Commitments and Progress
*Despite our diligent efforts, we had to adjust this goal to accommodate the complexities ahead, but we remain fully committed to steady progress.
(1) Against baseline year(s).
(2) Goal calculations reset annually.
(3) This calculation weights each farm based on number of hectares to capture our progress more accurately.
(4) Goal calculations reset annually.
(5) Goal calculations reset annually.
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CORPORATE GOVERNANCE
Our 2024 Sustainability Report outlines our progress in achieving these goals. Key takeaways:
We have received various recognitions worldwide for our sustainability efforts, including:
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RATIFICATION OF AUDITORS
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 2026 fiscal year. The Audit Committee and the Board is 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 2026 fiscal year. The Audit Committee has selected EY to serve as the Company’s independent registered public accounting firm for the 2026 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. |
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The Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young |
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Ratification of Independent Registered Public Accounting Firm | 39 |
Table of Contents
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 2026 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 2026 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. If our shareholders do not ratify the appointment, then 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 2026 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of EY for the 2026 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.
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RATIFICATION OF AUDITORS
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 2025 and 2024 fiscal years, and fees billed or expected to be billed for other services rendered to us by EY.
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(U.S. dollars in millions) |
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2025 |
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2024 |
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Audit fees (1) |
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$ |
5.4 |
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$ |
5.3 |
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Audit-related fees (2) |
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— |
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— |
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Tax fees (3) |
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0.4 |
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0.8 |
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All other fees |
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— |
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— |
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Total |
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$ |
5.8 |
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$ |
6.1 |
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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 2025 fiscal year were pre-approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy in effect during 2025.
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Ratification of Independent Registered Public Accounting Firm | 41 |
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RATIFICATION OF AUDITORS
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 2025 fiscal year for filing with the SEC.
The Audit Committee:
Mary Ann Cloyd, Chair
Michael J. Berthelot
Lori Tauber Marcus
Dr. Ajai Puri
February 17, 2026
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, this Audit Committee Report shall not be incorporated by reference into this proxy statement.
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Executive Officers
EXECUTIVE OFFICERS
Set forth below is certain information relating to our executive officers as of April 13, 2026. Biographical information with respect to Mohammad Abu-Ghazaleh is set forth above under “Proposal 1—Election of Directors.”
Name |
Age |
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Position |
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Mohammad Abu-Ghazaleh |
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84 |
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Chairman and Chief Executive Officer |
Monica Vicente |
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60 |
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Senior Vice President and Chief Financial Officer |
Mohammed Abbas |
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50 |
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President and Chief Operating Officer |
Effie D. Silva |
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51 |
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Senior Vice President General Counsel and Corporate Secretary |
Marissa R. Tenazas |
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71 |
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Senior Vice President and Chief Human Resources Officer |
Danny Dumas |
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57 |
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Senior Vice President North America Sales, Marketing & Product Management |
Renino Gianpaolo |
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58 |
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Senior Vice President Europe & Africa |
Ziad Nabulsi |
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52 |
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Senior Vice President North American Operations |
Jorge Pelaez |
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63 |
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Senior Vice President Columbia, Ecuador, Central America and Brazil (CECAB) |
Monica Vicente has served as Senior Vice President and Chief Financial Officer since April 1, 2022. Since 2003, Ms. Vicente had served as our Vice President, Corporate Finance during which time she led our regional finance, global financial planning and analysis, investor relations and global procurement functions. Ms. Vicente also led other finance functions in her 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. Since September 2023, Ms. Vicente has served on the Board of Directors of Balchem Corporation, a solutions provider for the health and nutrition industry, and is a member of its audit and governance committees.
Mohammed Abbas has served as our President and Chief Operating Officer since January 1, 2026. Prior to his elevation to President, he previously served as Executive Vice President and Chief Operating Officer since February 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 region (MENA) from January 2016 to November 2019. From April 2015 through December 2015, he served as Vice President of Fresh Produce, for our 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 D. Silva has served as Senior Vice President, General Counsel & Corporate Secretary since April 11, 2022. Prior to joining us, Ms. Silva served as Global Ethics & Compliance Leader at Cargill, Inc., the largest privately held food and agriculture company in the U.S., 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 practiced law for 17 years at leading international law firms, including Duane Morris, LLP from 2017 to 2018, McDermott, Will & Emery, LLP from 2013 to 2016 and Baker & McKenzie, LLP from 2005 to 2013.
Danny Dumas has served as our Senior Vice President, Sales, Marketing and Product Management since September 2024 when he was rehired with the Company. He served in this same role from April 2019 until August 2020. Prior to that time, he served as our Vice President North American Sales & Product Management (Bananas & Pineapple Programs) from January 2014 to April 2019. From March 2013 through January 2014, he served as Vice President Sales Canada. Mr. Dumas served as our Vice President Operations Europe & Africa from 2010 to 2013, and as our Vice President North America Sales & Product Management (Banana & Pineapple Programs) from 2006 to 2010. He also served as District Sales Manager, Canada from 1998 to March 2006.
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Executive Officers | 43 |
Table of Contents
Compensation Discussion and Analysis
Marissa R. Tenazas has served as our Senior Vice President, Chief Human Resources Officer since March 2024, after previously serving as Senior Vice President-Human Resources from 2012 through 2018. From 1999 to 2011, she served as our Vice President, Human Resources. From 1996 to 1999, she served as our Senior Director-Human Resources. From 1989 to 1996, she worked for Suma Fruit International (USA), Inc. Prior to that, Ms. Tenazas worked in the Philippines in various human resource management and consulting positions with some of the major conglomerates and consulting firms in that country.
Jorge Pelaez has served as our Senior Vice President, CECAB, since January 2025. Prior to that time, he served as our Vice President, CECAB, from April 2017 to December 2024. 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.
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.
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.
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Advisory Vote on Executive Compensation
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 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 47. 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. |
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The Board recommends that you vote “FOR” approval of executive compensation |
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Advisory Vote on Executive Compensation | 45 |
Table of Contents
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 |
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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 create 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. Non‑employee directors are not eligible to receive awards under the equity incentive plan described herein; and • Share Ownership Guidelines that promote continued alignment of our executives’ interests with those of our shareholders and discourage excessive risk taking for short-term gains. |
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KEY COMPENSATION |
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Appropriate mix of fixed and variable compensation |
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Executive compensation tied to financial and operating performance |
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Rigorous share ownership guidelines |
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Robust clawback policies |
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No short-sales or hedging of our shares permitted |
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Annual risk assessment of compensation programs |
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Use of an independent compensation consultant
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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 2026 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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Table of Contents
Compensation Discussion and Analysis
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 2025 compensation of our named executive officers, or NEOs. As discussed in Proposal 3 on page 45, we are conducting a say on pay vote this year that requests your approval, on an advisory basis, of the compensation of our NEOs 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 these programs align executive compensation to the financial performance of the Company over the short and long term.
Our NEOs for 2025 are:
Name |
Title |
Mohammad Abu-Ghazaleh |
Chairman and Chief Executive Officer |
Monica Vicente |
Senior Vice President, Chief Financial Officer |
Mohammed Abbas |
President and Chief Operating Officer (1) |
Marissa R. Tenazas |
Senior Vice President, Chief Human Resources Officer |
Danny Dumas |
Senior Vice President, North America Sales, Marketing & Product Management |
(1) Mr. Abbas was promoted from Executive Vice President & Chief Operating Officer to President & Chief Operating Officer on January 1, 2026.
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COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS |
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Section |
Page |
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Executive Summary |
48 |
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Executive Compensation Philosophy |
48 |
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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. |
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Executive Compensation Elements |
48 |
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Compensation Governance |
50 |
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Our 2025 Compensation Program |
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Base Salaries |
50 |
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Annual Incentive Awards |
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Long-Term Cash Incentive Plan |
54 |
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Equity Awards |
55 |
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Other Compensation Components |
56 |
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Compensation Setting Process |
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Role of Compensation Committee and Management |
56 |
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Role of Independent Compensation Consultant |
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Evaluating Compensation Program Design |
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Consideration of Shareholder Advisory Vote |
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Executive Compensation Governance |
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Share Ownership Guidelines |
59 |
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Tax Deductibility of Compensation |
59 |
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Compensation Committee Report |
60 |
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Executive Compensation Tables |
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Compensation Discussion and Analysis | 47 |
Table of Contents
Compensation Discussion and Analysis
Executive Summary
In 2025, we delivered solid financial and operating results, reflecting disciplined execution, strategic stewardship, and continued investment in our core categories. Higher net sales across all segments helped offset cost pressures and lower volumes in select product lines. We continued to advance our long‑term growth strategy, led by strong performance in fresh and value‑added products. Higher per‑unit pricing and a favorable product mix in pineapples, together with increased demand for fresh‑cut fruit, supported improved profitability and reflected the benefits of our premium pineapple portfolio and ongoing operational enhancements. In addition, we took strategic actions to optimize our portfolio and improve long‑term returns, while continuing to invest in innovation, sustainable practices, and disciplined capital allocation to support shareholder value. We were pleased with many aspects of our 2025 performance that allowed us to continue to return economic value to our shareholders while advancing sustainable practices and product safety.
Executive Compensation Philosophy - Linking Compensation with Vision
Our executive compensation program is tied to our business strategy, with both quantitative and qualitative metrics, that support and drive the implementation of our five-year strategic goals. The program includes four principles:
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, reward them for their individual achievements and align to the value creation objectives of the Company as a whole. The Compensation Committee designed our executive compensation program to be weighted towards performance-based, at-risk compensation. As evidenced by the charts below, 85% of our CEO’s target direct compensation and 63% of our other current NEO’s target direct compensation is variable and tied to enterprise performance.
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Table of Contents
Compensation Discussion and Analysis
The Compensation Committee allocates total target 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 our shareholders. The Compensation Committee annually evaluates the balance between equity and cash compensation among NEOs.
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 long-term 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. For 2025, the Compensation Committee decided to award equity as a 50% RSU / 50% PSU split consistent with the practice in prior years.
Based on these objectives, the Compensation Committee continued to use the following four elements of compensation during 2025:
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Pay Elements |
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CEO |
Other NEOs |
Objective |
Key Features |
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• To provide a base level of fixed income in line with expertise, experience, tenure, performance, potential and scope of responsibility |
• Set annually based on market competitiveness and in line with performance and contributions to the achievement of Company goals |
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• To focus executives on annual financial and operational performance • To reward executives for performance relative to our short-term goals and initiatives |
• Target bonus is equal to 125% of the CEO’s base salary and ranges between 50% and 55% of the base salary for each other NEO. • Target bonus for each NEO is set early in the year and actual value realized will adjust based on Company and individual performance |
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• To focus executives on long- term financial performance based on metrics tied to shareholder value |
• Target bonus is equal to 100% of the CEO’s base salary and 35% of the base salary for each other NEO. • Earned based on three weighted company-wide financial metrics |
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• To align with shareholder interests, reward the achievement of long-term goals and promote stability and, corporate loyalty among the executives • If earned, vests over three years |
• PSUs to be earned based on EBITDA, with maximum 125% of the target PSUs for CEO and 100% of target PSUs for all other NEOs • Represented 50% of the total Equity Award for the CEO and all other NEOs in 2025 |
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• Multi-year vesting requirements align our executives' interests with our shareholders and incentivize retention of our executive talent |
• Generally, vest in three equal annual installments, starting on the first anniversary of the grant date. • Represented 50% of total Equity Award for the CEO and all other NEOs in 2025 |
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2026 Proxy Statement |
Compensation Discussion and Analysis | 49 |
Table of Contents
Compensation Discussion and Analysis
Strong Compensation Governance - Align Executives’ Interests with Shareholders
Our 2025 Compensation Program
The principal components of our executive compensation program are base salary, an annual cash incentive, a long-term cash incentive and equity awards, both performance-based 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.
Base Salaries
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.
2025 Base Salary Decisions.
Our CEO did not receive a salary increase in 2025. Our CEO has not had a base salary increase since 2004. The other NEOs were eligible to receive a salary increase during 2025, and the Compensation Committee approved increases
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Compensation Discussion and Analysis
based on market data. Specifically, Ms. Vicente received a 9.31% increase to further align her base salary with the market median of her CFO role, based on market data and Ms. Tenazas also received a 1.71% year-over-year.
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”). For 2025, the CEO AIP and Senior Executive AIP included the same financial performance metrics:
Why we pay annual incentive compensation. The Compensation Committee believes that the annual incentive award programs encourage executive officers to balance the short-term financial, operational, functional and qualitative performance objectives with those that form 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 2025, 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 long term business interests. 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 incentive equal to 125% 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 metrics established by the Compensation Committee at the beginning of the year. The threshold performance level for each financial performance metric was 80% of target, which earned 50% of target incentive for such metric. The maximum performance level for each financial performance metric was 120%, which earned 150% of target incentive for such metric. EPS calculation was based on the number of shares outstanding as of the award date, consequently, stock issuances and repurchases did not impact performance level achieved.
The Individual Performance Factor, determined based upon the Compensation Committee’s subjective 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 incentive at a maximum rate of 200%. However, the maximum award payable to our CEO under the 2025 CEO AIP was $4,500,000.
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2026 Proxy Statement |
Compensation Discussion and Analysis | 51 |
Table of Contents
Compensation Discussion and Analysis
CEO Financial Performance Metrics and 2025 Results. For 2025, the Compensation Committee utilized three weighted financial performance metrics for purposes of the CEO AIP. For 2025, the Compensation Committee decided to keep all three performance metrics from the prior year, return on equity (ROE), earnings per share (EPS) and free cash flow. The table below sets forth the financial performance metrics used in the CEO AIP, as well as the weight and threshold, target and maximum performance levels set for 2025.
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'Performance Metric |
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2025 CEO AIP |
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Performance Level |
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Allocated Opportunity |
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Threshold |
Target |
Maximum |
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Return on Equity |
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35% |
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4.48 |
% |
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5.60 |
% |
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6.72 |
% |
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Earnings per Share |
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45% |
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$ |
1.86 |
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$ |
2.33 |
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$ |
2.80 |
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Free Cash Flow ($mm) |
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20% |
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$ |
75.2 |
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$ |
94.0 |
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$ |
112.8 |
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Payout Percentage(1) |
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50 |
% |
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100 |
% |
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150 |
% |
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The table below sets forth our actual performance against each of our financial performance metrics for 2025.
Metric |
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Weight |
Target |
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Achieved |
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Payout % Achieved |
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Return on Equity |
35% |
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5.60 |
% |
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7.41 |
% |
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150 |
% |
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EPS |
45% |
$ |
2.33 |
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$ |
3.74 |
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150 |
% |
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Free Cash Flow |
20% |
$ |
94.0 |
M |
$ |
231.0 |
M |
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150 |
% |
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Total Corporate Achievement Factor |
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150 |
% |
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X |
Individual Performance Factor (Max 200%) |
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185 |
% |
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X |
AIP Target Opportunity |
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$ |
1,500,000 |
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2025 CEO AIP PLAN PAYOUT |
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$ |
4,162,500 |
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* The maximum performance level for each financial performance metric is 150%.
Upon review of the financial results for fiscal 2025, the Compensation Committee determined that all three metrics were achieved at the maximum level. After determining the levels at which the Company met its financial performance metrics, the Compensation Committee evaluated the CEO’s performance. As part of this evaluation, the Compensation Committee, considered the CEO’s individual leadership in the achievement of strategic objectives, building a strong team, improving operational excellence, reducing debt, and creation of significant shareholder value and recommended and the independent directors approved, our CEO’s Individual Performance Factor at 185%.
Senior Executive Annual Incentive Plan
How the Senior Executive Annual Incentive Awards were determined. For 2025, 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 individual objectives (“Individual Performance Objectives”).
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Compensation Discussion and Analysis
The 2025 Senior Executive AIP was based on the same three financial performance metrics as the CEO AIP: ROE, EPS and Free Cash Flow. However, as set forth in the table below, the financial performance metrics represented an aggregate of only 70% of the target opportunity while Individual Performance Objectives represented 30% of the target opportunity.
Performance Metric |
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Allocated % of Target Opportunity |
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Financial Performance Metrics |
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70.0% |
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Return on Equity |
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24.5% - (35% of 70%) |
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Earnings per Share |
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31.5% - (45% of 70%) |
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Free Cash Flow ($mm) |
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14.0% - (20% of 70%) |
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Individual Performance Objectives |
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30.0% |
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Financial Performance Metrics. Similar to the CEO AIP, the threshold performance level for each financial performance metric was 80% of target, which earned 50% of target incentive for such metric. The maximum performance level for each financial performance metric was 120%, which earned 150% of target incentive for each metric.
Individual Performance Objectives. In addition, the Compensation Committee approved each NEO’s Individual Performance Objectives under the Senior Executive AIP, which were developed with the review, input and approval of our CEO and presented to the Compensation Committee for final review and approval. Each of the Individual Performance Objectives was designed to reflect an executive’s area of responsibility within the Company. Each Individual Performance Objective was assigned a specific percentage of the NEO’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. The payout of the Individual Performance Objective was then evaluated based on individual achievement of performance objectives. The maximum award for any award under the Senior Executive AIP was 150% of target incentive.
For 2025, our NEOs typically had an average of 7 to 9 Individual Performance Objectives which were tied to their specific area of responsibility and business line of sight, and were aligned with our core business objectives.
The Individual Performance Objectives for our NEOs fell into the following categories of operational priorities, customized, based on the NEO’s role:
2025 Performance
Company Financial Performance. As set forth in the table above, under “CEO Performance Metrics and 2025 Results” the Compensation Committee determined that the Company had met the requirements on all three financial performance metrics at maximum. Consequently, each NEO earned 150% of their target opportunity (150% of 70%).
Individual Performance. In determining the relative level of achievement of the applicable Individual Performance Objectives for each NEO for 2025, 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 determined that individual achievement levels for the NEOs, other than the CEO, were met at percentages ranging between 80% and 95%. Individual achievement percentages for Mr. Abbas, Ms. Vicente, Ms. Tenazas, and Mr. Dumas were 94.9%, 80%, 90%, and 87.5% respectively.
Payouts. The table below sets forth the payout and total payout as a % of target opportunity.
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Compensation Discussion and Analysis | 53 |
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Compensation Discussion and Analysis
Name |
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Target |
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Payout |
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Total Payout as % |
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Mohammad Abu-Ghazaleh |
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$ |
1,500,000 |
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$ |
4,162,500 |
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278 |
% |
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Monica Vicente |
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$ |
291,577 |
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$ |
376,134 |
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129 |
% |
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Mohammed Abbas |
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$ |
467,500 |
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$ |
623,972 |
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133 |
% |
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Marissa R. Tenazas |
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$ |
268,505 |
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$ |
354,426 |
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132 |
% |
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Danny Dumas |
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$ |
240,000 |
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$ |
315,000 |
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131 |
% |
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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, avoid 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 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 three financial performance results The LTIP award has (1) a threshold performance level of 80% of target for each metric (which pays out at 80% of the allocated target); (2) target performance level (which pays out at 100% of the target award for such metric); (3) maximum performance level of 125% (which pays out at 125% of the target award for such metric). Payouts for performance between threshold and maximum will be calculated on a linear basis.
Performance Metrics. For the LTIP awards under the 2023 – 2025 LTIP Cycle, the Compensation Committee set the three financial metrics as follows:
LTIP Metrics |
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Weight |
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Net Sales Growth Over 3 Year Period |
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15 |
% |
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Return on Assets (ROA) (EBIT / Average Assets) |
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45 |
% |
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Net Operating Cash Flow / Average Equity |
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40 |
% |
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For the 2024 – 2026 and 2025 - 2027 LTIP cycles, the Compensation Committee replaced ROA with Return on Equity (ROE). The performance metrics and their weightings for the 2024 – 2025 and the 2025 - 2027 LTIP cycles were as follows:
LTIP Metrics |
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Weight |
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Net Sales Growth Over 3 Year Period |
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15 |
% |
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ROE (Net Income / Average Equity) |
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45 |
% |
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Net Operating Cash Flow / Average Equity |
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40 |
% |
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Compensation Discussion and Analysis
2023-2025 Performance Cycle Payout
In early 2026, the Compensation Committee evaluated the Company’s performance against each of the three financial metrics and determined the extent to which the financial metric had been earned. The table below sets forth the target and the actual performance of the Company against each financial metric.
Metric |
Weight |
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Threshold |
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Target |
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Max |
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Actual |
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% Earned |
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Net Sales Growth |
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15 |
% |
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5.1 |
% |
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6.4 |
% |
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8.0 |
% |
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(2.1 |
)% |
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— |
% |
ROA |
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45 |
% |
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6.0 |
% |
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6.5 |
% |
|
7.1 |
% |
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3.9 |
% |
|
— |
% |
Net Operating Cash Flow / Average Equity |
|
40 |
% |
|
10.6 |
% |
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13.3 |
% |
|
16.6 |
% |
|
12.1 |
% |
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91.5 |
% |
As noted above, there is a threshold of 80% of target performance in order to receive a payout under each metric. The Company achieved above the threshold for the Net Operating Cash Flow / Average Equity metric. However, the Company did not achieve above the threshold for the Net Sales Growth and ROA metrics. Our CEO and the following NEOs, Mr. Abbas and Ms. Vicente, earned 36.6% of their 2023-2025 LTIP Award. Ms. Tenazas and Mr. Dumas were not active during 2023 and did not participate in our 2023-2025 LTIP program. The individual amounts paid for the 2023-2025 LTIP Award are set forth in the Summary Compensation Table.
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 2025, the Compensation Committee determined that it would use 50% Performance-based restricted stock units and 50% Time-based restricted stock units as the vehicles for equity. 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. Time-based restricted stock units (RSUs) are earned based on the executive's service with the company and are a key factor in the retention of key executives. Each vehicle aligns executive's interests with those of shareholders.
How equity awards are determined. Guidelines for the size of the equity granted to each NEO are determined 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. In addition, the Compensation Committee may make additional equity awards following a significant change in job responsibility or in recognition of a significant achievement.
2025 Equity Awards. In 2025, the Compensation Committee recommended and the Board (or the independent directors in the case of the CEO) and made adjustments to reflect market data. Specifically, Mr. Abbas, Ms. Vicente and Ms. Tenazas were awarded shares with a value equal to 55% of base salary to align total compensation at the market median. Consequently, the Compensation Committee awarded the following PSUs and RSUs to our NEOs:
Name |
2025 |
|
Target 2025 |
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|
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Mohammad Abu-Ghazaleh |
$ |
2,147,989 |
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$ |
2,147,989 |
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Mohammed Abbas |
|
382,492 |
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382,492 |
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Monica Vicente |
|
225,300 |
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225,300 |
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Marissa R. Tenazas |
|
207,471 |
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207,471 |
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Danny Dumas |
|
119,990 |
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|
119,990 |
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|
|
2026 Proxy Statement |
Compensation Discussion and Analysis | 55 |
Table of Contents
Compensation Discussion and Analysis
Terms of PSUs and 2025 Results. The performance objective was based on an EBITDA goal for the 2025 fiscal year with a minimum threshold at 80% target achievement. Assuming the target is met, the CEO may earn between 80% and 125% of the PSU award, and each other 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. The performance measure, target, actual result, and percent payout are set forth in the table below.
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Performance |
Performance |
Target |
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Actual |
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% Payout |
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Fiscal 2025 |
EBITDA |
|
$252.0million |
|
|
$273.3million |
|
108.5% |
|
|
|
|
|
|
|
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|
||
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.
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 U.S. employees. Under our 401(k) plan, the Company offers all its eligible employees a 50% employer match to a maximum 6% employee contribution.
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.
Other Benefits. We provide a company car to the CEO. The amount quantified in the Summary Compensation Table as a car benefit is included in “All Other Compensation,” and includes the amount that the Company recognized as an expense for fiscal year 2025 for a car lease, fuel, maintenance, and related insurance.
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 and operational 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 24, the Compensation Committee has authority to retain compensation consultants and other advisors as it deems appropriate to assist in fulfilling its responsibilities. For 2025, the Compensation Committee engaged Willis Towers Watson (WTW) as its independent executive compensation consultant to:
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In addition, WTW attends all Compensation 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. Del Monte Foods Corporation II Inc., from whom we acquired certain assets in 2026, used WTW with regard to certain benefit plans. We expect to end that engagement as the work is completed and transitioned to another firm over the short term.
The Compensation Committee annually reviews its relationship with WTW 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, WTW. WTW 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 2025, the Compensation Committee considered WTW’s independence and determined that the engagement of WTW did not raise any conflict of interest or other issues that would adversely impact WTW’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 WTW to be independent and free from conflicts of interest.
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 WTW 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 company size, market for executive talent and companies subject to the same industry economics as the Company when evaluating peers. The comparative compensation information provided by WTW was obtained from publicly filed reports of each company in the comparative peer group, as well as from nationally recognized compensation surveys.
2025 Peer Group
In August 2023, the Compensation Committee, based on recommendations from WTW, 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.
WTW reviewed with the Compensation Committee the prior year's 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. Based on this review, WTW recommended, and the Compensation Committee approved
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Compensation Discussion and Analysis
changes in the compensation peer group to (i) remove Sanderson Farms, which was taken private and no longer publicly discloses executive pay, and (ii) add each of Dole plc, which went public in August 2021, and Mission Produce, Inc., a competitor in the fresh produce industry, as members of the group. The peer group approved in August 2023 along with the published compensation survey data, was used as the basis, for an evaluation of our executive compensation in late 2023, which informed 2024 pay decisions. As a result, the Peer Group that was used in connection with the 2025 compensation decisions consisted of the following companies (the “2025 Peer Group”):
B&G Foods, Inc. Brown-Forman Corporation Campbell Soup Company Darling Ingredients, Inc. Dole plc Flowers Foods, Inc. Hormel Foods Corporation Ingredion Incorporated |
Lamb Weston Holdings, Inc. McCormick & Company, Inc. Mission Produce, Inc. Post Holdings, Inc. The Hershey Company The Hain Celestial Group, Inc. The J.M. Smucker Company Treehouse Foods, Inc. |
Based on the data presented to the Compensation Committee by WTW 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 considering 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 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.
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 2025 compensation program, the Compensation Committee noted that approximately 96% of the votes cast at the 2025 Annual General Meeting supported Fresh Del Monte’s executive compensation program.
58 | Compensation Discussion and Analysis |
2026 Proxy Statement |
|
Table of Contents
Compensation Discussion and Analysis
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
The Compensation Committee has adopted Share Ownership Guidelines to help align the interests of its executive officers, including each NEO, with those of our shareholders. Under these Share Ownership Guidelines, each NEO is required to own a specified multiple of his annual base salary corresponding to its value in Ordinary Shares.
|
|
|
|
|
Title |
|
Share Ownership Guideline |
||
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer |
|
|
5x Base Salary |
|
|
|
|
|
|
Chief Financial Officer |
|
|
2x Base Salary |
|
|
|
|
|
|
President and Chief Operating Officer |
|
|
3x Base Salary |
|
|
|
|
|
|
All SVPs |
|
|
2x Base Salary |
|
|
|
|
|
|
Each NEO is required to meet these Share Ownership Guidelines within five years from the date they assumed a position that required such level of ownership and, considering tax obligations, each NEO must retain at least 50% of Ordinary Shares issued to them upon vesting of an RSU award until they have met their relevant ownership level. Shares held by our NEOs that are subject to share ownership guidelines are held by a third party in restricted accounts. Ordinary Shares counting toward meeting these ownership guidelines include shares owned by the NEO and shares underlying unvested time-based awards and unvested performance-based awards once earned (excluding pledged shares). Dividends are not paid on unvested awards. The Hold Period for share levels outlined in the ownership guidelines is for the duration of employment.
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.
|
2026 Proxy Statement |
Compensation Discussion and Analysis | 59 |
Table of Contents
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 2025 fiscal year and in this proxy statement relating to our 2026 Annual General Meeting of Shareholders.
Respectively submitted by the Compensation Committee of the Board:
Michael J. Berthelot, Chair
Charles Beard, Jr.
Lori Tauber Marcus
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, this Compensation Committee Report shall not be incorporated by reference into this proxy statement.
60 | Compensation Commitee Report |
2026 Proxy Statement |
|
Table of Contents
EXECUTIVE COMPENSATION
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 2025 who were serving as executive officers at the end of 2025, who are referred to collectively as NEOs.
|
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|
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|
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|
|
|
|||||||||||||||
Name and |
|
Year |
|
Salary |
|
Stock |
|
Non-Equity |
|
All |
|
Total |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mohammad Abu-Ghazaleh |
|
2025 |
|
|
1,200,068 |
|
|
|
|
4,295,978 |
|
|
|
|
4,601,700 |
|
|
|
|
46,818 |
|
|
|
|
10,144,565 |
|
|
Chairman and CEO |
|
2024 |
|
|
1,200,062 |
|
|
|
|
4,000,000 |
|
|
|
|
3,615,000 |
|
|
|
|
42,883 |
|
|
|
|
8,857,945 |
|
|
|
|
2023 |
|
|
1,200,046 |
|
|
|
|
2,433,301 |
|
|
|
|
768,000 |
|
|
|
|
48,142 |
|
|
|
|
4,449,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Monica Vicente |
|
2025 |
|
|
521,459 |
|
|
|
|
450,600 |
|
|
|
|
438,263 |
|
|
|
|
3,998 |
|
|
|
|
1,414,321 |
|
|
SVP and CFO |
|
2024 |
|
|
486,200 |
|
|
|
|
493,417 |
|
|
|
|
396,874 |
|
|
|
|
6,651 |
|
|
|
|
1,383,142 |
|
|
|
|
2023 |
|
|
485,000 |
|
|
|
|
245,859 |
|
|
|
|
— |
|
|
|
|
7,800 |
|
|
|
|
738,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mohammed Abbas |
|
2025 |
|
|
850,000 |
|
|
|
|
764,984 |
|
|
|
|
732,857 |
|
|
|
|
17,903 |
|
|
|
|
2,365,745 |
|
|
EVP and COO |
|
2024 |
|
|
850,000 |
|
|
|
|
724,500 |
|
|
|
|
731,425 |
|
|
|
|
19,239 |
|
|
|
|
2,325,164 |
|
|
|
|
2023 |
|
|
833,654 |
|
|
|
|
689,381 |
|
|
|
|
101,150 |
|
|
|
|
19,543 |
|
|
|
|
1,643,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Marissa R. Tenazas |
|
2025 |
|
|
486,615 |
|
|
|
|
414,942 |
|
|
|
|
354,426 |
|
|
|
|
7,912 |
|
|
|
|
1,263,895 |
|
|
SVP and Chief Human Resources Officer |
|
2024 |
|
|
370,131 |
|
|
|
|
188,198 |
|
|
|
|
220,609 |
|
|
|
|
9,589 |
|
|
|
|
788,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Danny Dumas |
|
2025 |
|
|
480,000 |
|
|
|
|
239,980 |
|
|
|
|
315,000 |
|
|
|
|
11,700 |
|
|
|
|
1,046,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2026 Proxy Statement |
Executive Compensation | 61 |
Table of Contents
Executive Compensation
Grants of Plan-Based Awards for the 2025 Fiscal Year
The following table provides information about equity and non-equity awards granted to our NEOs in the 2025 fiscal year.
|
|
|
|
|
|
|
Estimated Future |
|
|
|
All Other |
|
|
Grant Date |
|||||||||||||||||||||
|
|
|
Estimated Future Payouts under |
Payouts under |
|
|
|
Number of |
|
|
of |
||||||||||||||||||||||||
Name |
Plan |
Grant |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
|
|
or |
|
|
Awards |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mohammad Abu-Ghazaleh |
AIP |
2/21/2025 |
|
|
750,000 |
|
(4) |
|
1,500,000 |
|
|
|
4,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2025-2027 LTIP |
2/21/2025 |
|
|
960,000 |
|
(5) |
|
1,200,000 |
|
|
|
1,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
RSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,961 |
|
|
|
2,147,989 |
|
|
||||||
|
PSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
56,769 |
|
|
|
70,961 |
|
|
|
88,701 |
|
|
|
|
|
|
2,147,989 |
|
|
||||
Monica Vicente |
AIP |
2/21/2025 |
|
|
145,789 |
|
(4) |
|
291,577 |
|
|
|
437,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2025-2027 LTIP |
2/21/2025 |
|
|
148,439 |
|
(5) |
|
185,549 |
|
|
|
231,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
RSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,443 |
|
|
|
225,300 |
|
|
||||||
|
PSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
5,954 |
|
|
|
7,443 |
|
|
|
7,443 |
|
|
|
|
|
|
225,300 |
|
|
||||
Mohammed Abbas |
AIP |
2/21/2025 |
|
|
233,750 |
|
(4) |
|
467,500 |
|
|
|
701,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2025-2027 LTIP |
2/21/2025 |
|
|
238,000 |
|
(5) |
|
297,500 |
|
|
|
371,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
RSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,636 |
|
|
|
382,492 |
|
|
||||||
|
PSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
10,109 |
|
|
|
12,636 |
|
|
|
12,636 |
|
|
|
|
|
|
382,492 |
|
|
||||
Marissa R. Tenazas |
AIP |
2/21/2025 |
|
|
134,252 |
|
(4) |
|
268,505 |
|
|
|
402,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2025-2027 LTIP |
2/21/2025 |
|
|
136,693 |
|
|
|
170,867 |
|
|
|
213,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
RSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,854 |
|
|
|
207,471 |
|
|
||||||
|
PSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
5,483 |
|
|
|
6,854 |
|
|
|
6,854 |
|
|
|
|
|
|
207,471 |
|
|
||||
Danny Dumas |
AIP |
2/21/2025 |
|
|
120,000 |
|
(4) |
|
240,000 |
|
|
|
360,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
2025-2027 LTIP |
2/21/2025 |
|
|
134,400 |
|
(5) |
|
168,000 |
|
|
|
210,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
RSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,964 |
|
|
|
119,990 |
|
|
||||||
|
PSUs |
3/3/2025 |
|
|
|
|
|
|
|
|
|
|
|
3,171 |
|
|
|
3,964 |
|
|
|
3,964 |
|
|
|
|
|
|
119,990 |
|
|
||||
62 | Executive Compensation |
2026 Proxy Statement |
|
Table of Contents
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 2025 fiscal year-end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCK AWARDS |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards |
|
|
||||
|
|
|
|
Type of |
|
# of |
|
|
Market value |
|
Number of |
|
|
Market or |
|
|
||||||
Name |
|
Grant Date |
|
Equity |
|
not vested |
|
|
vested |
|
have not |
|
|
that have not |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mohammad Abu-Ghazaleh |
|
3/1/2024 |
|
2024 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
124,053 |
|
(2) |
|
4,448,545 |
|
|
|
|
3/3/2025 |
|
2025 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
79,766 |
|
(3) |
|
2,860,400 |
|
|
|
|
3/2/2023 |
|
2023 RSUs |
|
|
8,392 |
|
(4) |
|
|
|
300,935 |
|
|
— |
|
|
|
— |
|
|
|
|
3/3/2025 |
|
2025 RSUs |
|
|
73,517 |
|
(5) |
|
|
|
2,636,337 |
|
|
— |
|
|
|
— |
|
|
Monica Vicente |
|
3/1/2024 |
|
2024 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
14,505 |
|
(2) |
|
520,144 |
|
|
|
|
3/3/2025 |
|
2025 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
7,711 |
|
(3) |
|
276,522 |
|
|
|
|
3/2/2023 |
|
2023 RSUs |
|
|
1,413 |
|
(4) |
|
|
|
50,678 |
|
|
— |
|
|
|
— |
|
|
|
|
3/3/2025 |
|
2025 RSUs |
|
|
7,711 |
|
(5) |
|
|
|
276,522 |
|
|
— |
|
|
|
— |
|
|
Mohammed Abbas |
|
2/24/2016 |
|
2016 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
4,857 |
|
(6) |
|
174,181 |
|
|
|
|
2/22/2017 |
|
2017 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
4,361 |
|
(6) |
|
156,368 |
|
|
|
|
2/20/2019 |
|
2019 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
3,509 |
|
(6) |
|
125,833 |
|
|
|
|
3/2/2020 |
|
2020 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
2,268 |
|
(6) |
|
81,341 |
|
|
|
|
3/1/2021 |
|
2021 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
4,364 |
|
(6) |
|
156,497 |
|
|
|
|
3/1/2024 |
|
2024 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
21,298 |
|
(2) |
|
763,762 |
|
|
|
|
3/3/2025 |
|
2025 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
13,091 |
|
(3) |
|
469,452 |
|
|
|
|
3/2/2023 |
|
2023 RSUs |
|
|
3,963 |
|
(4) |
|
|
|
142,120 |
|
|
— |
|
|
|
— |
|
|
|
|
3/3/2025 |
|
2025 RSUs |
|
|
13,091 |
|
(5) |
|
|
|
469,452 |
|
|
— |
|
|
|
— |
|
|
Marissa R. Tenazas |
|
4/1/2024 |
|
2024 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
5,247 |
|
(7) |
|
188,162 |
|
|
|
|
3/3/2025 |
|
2025 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
7,101 |
|
(3) |
|
254,639 |
|
|
|
|
3/3/2025 |
|
2025 RSUs |
|
|
7,101 |
|
(5) |
|
|
|
254,639 |
|
|
— |
|
|
|
— |
|
|
Danny Dumas |
|
9/6/2024 |
|
2024 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
1,845 |
|
(8) |
|
66,174 |
|
|
|
|
3/3/2025 |
|
2025 PSUs |
|
|
— |
|
|
|
|
|
— |
|
|
4,107 |
|
(3) |
|
147,270 |
|
|
|
|
3/3/2025 |
|
2025 RSUs |
|
|
4,107 |
|
(5) |
|
|
|
147,270 |
|
|
— |
|
|
|
— |
|
|
|
2026 Proxy Statement |
Executive Compensation | 63 |
Table of Contents
Executive Compensation
Option Exercises and Stock Vested Table for the 2025 Fiscal Year
The following table sets forth information with respect to the NEOs concerning the vesting of RSUs and PSUs in fiscal 2025. The Company no longer has outstanding stock options nor has it granted any stock options therefore no options were exercised with respect to the NEOs during the 2025 fiscal year.
|
|
|
Stock Awards |
||||||||||
Name |
|
Number of Shares Acquired On Vesting (#)(1) |
|
Value Realized |
|||||||||
Mohammad Abu-Ghazaleh |
|
|
|
104,044 |
|
(3) |
|
|
|
|
3,172,302 |
|
|
Monica Vicente |
|
|
|
9,873 |
|
(4) |
|
|
|
|
301,028 |
|
|
Mohammed Abbas |
|
|
|
20,680 |
|
(5) |
|
|
|
|
630,533 |
|
|
Marissa R. Tenazas |
|
|
|
2,556 |
|
(6) |
|
|
|
|
79,415 |
|
|
Danny Dumas |
|
|
|
914 |
|
(7) |
|
|
|
|
32,813 |
|
|
Potential Payments Upon Termination or Change of Control
Termination in Absence of Change of Control, Death or Disability
Name |
|
Base Salary Severance |
|
|
Bonus Severance |
|
|
Pro-Rata Bonus |
|
|
Continuation of |
|
|
Total ($) |
|
|
|||||
Mohammad Abu-Ghazaleh |
|
|
2,400,000 |
|
|
|
3,000,000 |
|
|
|
1,500,000 |
|
|
|
102,990 |
|
|
|
7,002,990 |
|
|
Monica Vicente |
|
|
530,140 |
|
|
|
291,577 |
|
|
|
376,134 |
|
|
|
22,760 |
|
|
|
1,220,611 |
|
|
Mohammed Abbas |
|
|
850,000 |
|
|
|
467,500 |
|
|
|
623,972 |
|
|
|
11,563 |
|
|
|
1,953,035 |
|
|
Marissa R. Tenazas |
|
|
488,190 |
|
|
|
268,505 |
|
|
|
354,426 |
|
|
|
2,770 |
|
|
|
1,113,890 |
|
|
Danny Dumas |
|
|
480,000 |
|
|
|
240,000 |
|
|
|
315,000 |
|
|
|
13,255 |
|
|
|
1,048,255 |
|
|
64 | Executive Compensation |
2026 Proxy Statement |
|
Table of Contents
Executive Compensation
Termination Upon Change of Control
Name |
|
Base Salary Severance |
|
|
Bonus Severance |
|
|
Pro-Rata Bonus |
|
|
Continuation of |
|
|
Equity |
|
|
Total ($) |
|
|
||||||
Mohammad Abu-Ghazaleh |
|
|
3,600,000 |
|
|
|
6,750,000 |
|
|
|
1,500,000 |
|
|
|
102,990 |
|
|
|
10,246,217 |
|
|
|
22,199,207 |
|
|
Monica Vicente |
|
|
795,210 |
|
|
|
437,366 |
|
|
|
376,134 |
|
|
|
22,760 |
|
|
|
1,123,865 |
|
|
|
2,755,335 |
|
|
Mohammed Abbas |
|
|
1,275,000 |
|
|
|
701,250 |
|
|
|
623,972 |
|
|
|
11,563 |
|
|
|
2,539,004 |
|
|
|
5,150,790 |
|
|
Marissa R. Tenazas |
|
|
732,285 |
|
|
|
402,757 |
|
|
|
354,426 |
|
|
|
2,770 |
|
|
|
697,440 |
|
|
|
2,189,678 |
|
|
Danny Dumas |
|
|
720,000 |
|
|
|
360,000 |
|
|
|
315,000 |
|
|
|
13,255 |
|
|
|
360,714 |
|
|
|
1,768,969 |
|
|
CEO Severance Agreement
We entered into an Executive Retention and Severance Agreement with our CEO in 2003. We have not entered into employment or severance agreements with our other NEOs. The Executive Retention and Severance Agreement with our CEO provides for severance payments under certain circumstances as discussed below.
In the event of a Termination Upon Change of Control, which is a termination of the CEO by the Company without Cause or resignation by the CEO for Good Reason each during a Change of Control Window, the CEO is entitled to receive (i) all salary earned through the end of the transition period or the termination date and benefits, (ii) payment of medical premiums until the earlier of the date he is covered by a new employer or five years after the end of the transition period or termination date, (iii) a lump sum cash severance payment equal to 3 times the sum of his annual base salary plus an amount equal to his AIP bonus award determined as if the Company achieved 120% of the financial performance targeted for the year in which the termination occurs, and (iv) a prorated cash bonus payment equal to his AIP bonus award determined as if the Company achieved 100% of such financial performance target. A termination is considered in connection with a Change of Control if the termination occurs within the period commencing on the date that the Company publicly announces the existence of a definitive agreement of a transaction that may result in a change of control and 12 months after the consummation of such a transaction.
In the event of a Termination (Without Cause) in Absence of Change of Control, death or disability, the CEO is entitled to receive the same payments in (i) and (ii) above. In addition, the CEO will receive a lump sum cash severance payment equal to 2 times the sum of his annual base salary plus an amount equal to his AIP bonus award determined as if the Company achieved 100% of the financial performance targeted for the year in which the termination occurs, and a prorated cash bonus payment equal to his AIP bonus award determined as if the Company achieved 100% of such financial performance target.
For purposes of the agreement, “Cause” means (i) the CEO’s willful and continued failure to perform his duties with the Company, except under certain circumstances, (ii) a material, willful breach committed in bad faith of our Code of Conduct and Business Ethics Policy, or (iii) indictment or conviction of a felony. “Change of Control” means (i) any person becomes the beneficial owner of 50% or more of our outstanding Ordinary Shares or the combined voting power of our then-outstanding securities, with certain exceptions, (ii) the Company is party to a merger or consolidation as a result of which the our voting securities of the Company outstanding immediately before the merger or consolidation is less than 50% of the combined voting power of our Company or the surviving entity immediately after the merger or consolidation, (iii) the sale or disposition of all or substantially all of our assets, unless at least 50% of the combined voting power of the entity acquiring those assets is held by persons who held our voting securities immediately prior to the transaction, (iv) a change in the composition of the Board as described in the agreement, (v) the dissolution or liquidation of the Company, unless persons who held our voting securities immediately prior to such liquidation or dissolution hold at least 50% of the combined voting power of the entity that holds all or substantially all of our assets following the dissolution or liquidation, (vi) when the incumbent Chairman ceases to occupy that position, or (vii) any transaction or series of related transactions that has the substantial effect of any of the above. “Good Reason” means any of the following events that are not
|
2026 Proxy Statement |
Executive Compensation | 65 |
Table of Contents
Executive Compensation
consented to by the CEO: (i) a reduction or change of the CEO’s status, title, duties, responsibilities, authority or reporting relationship such that he no longer serves in a substantive, senior executive role that is comparable to his role as of the date of the agreement, or no longer reports solely to the Board, or a reduction or change in the composition of executives reporting to him, all of which, in the CEO’s reasonable judgment, represents an adverse change from his status, title, position or responsibilities, authority or reporting relationship; (ii) a reduction in the CEO’s base salary or annual bonus payment; (iii) a reduction in the CEO’s benefits; or (iv) the Company’s material breach of the terms of the agreement.
The severance payments and benefits described above are conditioned upon the CEO’s execution and delivery of a general release in a form satisfactory to us. The agreement provides that the CEO must abide by certain non-solicitation provisions for a period of two years if we deliver severance payments and benefits. In addition, the agreement contains confidentiality and non-disparagement provisions.
We are required to reimburse the CEO if he is subject to any excise tax due to characterization of any amount payable as excess parachute payments pursuant to Sections 280G and 4999 of the Code. We will gross-up the amount payable to the CEO such that the net amount realizable by the CEO is the same as if there were no such excise taxes or income taxes applied to such reimbursement. 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 Sections 280G or 4999 of the Code.
Other Severance Arrangements
The Company has entered into Executive Retention and Severance Agreements with each of its Named Executive Officers (NEOs). These agreements provide severance protections intended to promote executive retention and ensure continuity of leadership.
Termination Without Cause or for Good Reason (Outside a Change in Control). If a Named Executive Officer’s employment is terminated by the Company without cause or the executive resigns for good reason, the executive is entitled to severance benefits generally consisting of (i) continued base salary for a period of twelve (12) months, (ii) payment of earned but unpaid compensation, (iii) continued participation in certain benefit plans for up to twelve (12) months, and (iv) payment of annual incentive compensation, including the executive’s target annual incentive opportunity for the year of termination, plus a pro-rated annual incentive amount based on actual performance for the portion of the year worked.
Change in Control. The agreements provide enhanced severance benefits in connection with a change in control of the Company, payable only if a change in control occurs and the executive’s employment is subsequently terminated by the Company without cause or the executive resigns for good reason within a specified period following the transaction. In such circumstances, severance benefits generally consist of (i) base salary equal to one and one-half (1.5) times the executive’s annual base salary, payable over a twelve (12)-month period, (ii) a cash payment equal to one and one-half (1.5) times the executive’s target annual incentive opportunity, (iii) a pro-rated annual incentive payment for the year of termination determined at target performance levels, and (iv) continued participation in certain benefit plans for up to twelve (12) months.
No severance benefits are payable solely upon the occurrence of a change in control, or in the event of termination for cause or voluntary resignation without good reason. All severance payments and benefits are subject to the executive’s execution of a release of claims, continued compliance with post-employment restrictive covenants, and applicable tax and statutory limitations, including Sections 280G and 409A of the Internal Revenue Code.
Acceleration of Equity Awards
Our 2014 Omnibus Plan provides for accelerated vesting of outstanding equity awards upon a change of control. In the case of performance awards, the amount vesting upon the change of control is determined at the greater of an assumed achievement of all relevant performance goals at the “target” level, or the actual level of achievement of all relevant performance goals against target as of the fiscal quarter end preceding the change of control. Unless otherwise provided in an Award agreement, our 2014 Omnibus Plan provides that in the event of a participant’s separation from service due to death or disability, any RSU that has not yet vested shall become immediately vested, and with respect to any PSU, such vesting shall be determined at an assumed achievement of all relevant performance goals at the “target” level.
66 | Executive Compensation |
2026 Proxy Statement |
|
Table of Contents
Executive Compensation
Our 2022 Omnibus Share Incentive Plan does not provide for accelerated vesting of outstanding equity awards upon a change of control unless the employee is terminated without cause within twenty-four (24) months following the change of control or the awards are not assumed by the acquirer. For performance awards outstanding at the change of control, (i) the performance period would end on the date immediately prior to such change of control, (ii) the Compensation Committee would determine the actual level of achievement of performance goals based upon the Company’s audited or unaudited financial information or other information then available as the Compensation Committee deems relevant and (iii) the earned amount of performance awards will continue to be subject to any service-based vesting conditions that remain in place.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer, or PEO, and for the average of the other NEOs and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Value of Initial Fixed $100 |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Year |
|
Summary |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
|
Peer Group |
|
Net |
|
EBITDA |
||||||||||||||||||||||||||||||||
(a) |
|
|
(b) |
|
|
|
|
(c) |
|
|
|
|
(d) |
|
|
|
|
(e) |
|
|
|
|
(f) |
|
|
|
|
(g) |
|
|
|
|
(h) |
|
|
|
|
(i) |
|
|
||||||||
2025 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||||
2024 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||||
2023 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|||||||
2022 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||||
2021 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||||
Year |
|
Reported Summary |
|
Reported Value of |
|
Equity Award |
|
Compensation |
||||||||||||||||
2025 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
2024 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
2023 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
2022 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
2021 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
|
2026 Proxy Statement |
Executive Compensation | 67 |
Table of Contents
Executive Compensation
Year |
|
Year End Fair |
|
Year over Year |
|
Fair Value |
|
Year over Year |
|
Fair Value at |
|
Value of |
|
Total Equity |
||||||||||||||||||||||||||||
2025 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||
2024 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||||
2023 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||
2022 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
||||
2021 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||
Year |
|
Average Reported |
|
Average Reported |
|
Average Equity |
|
Average Compensation |
||||||||||||||||
2025 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
2024 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
2023 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||
2022 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
||
2021 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||
* The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year |
|
Average Year |
|
Year over Year |
|
Average Fair |
|
Year over Year |
|
Average Fair |
|
Average Value of |
|
Total Average |
||||||||||||||||||||||||||||
2025 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||
2024 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
|||||
2023 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||
2022 |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|||
2021 |
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
( |
) |
|
|
|
$ |
|
|
|
|
$ |
|
|
||||||
68 | Executive Compensation |
2026 Proxy Statement |
|
Table of Contents
Executive Compensation
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are based on quantifiable and objective performance goals to incentivize our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Analysis of the Information Presented in the Pay versus Performance Table
As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) (“CAP”) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
CAP vs Cumulative TSR |
|
|
|
|
|
As illustrated by the graph, CAP for both our CEO and the non-CEO NEOs as a group was generally aligned with the Company’s cumulative TSR over the period presented because a material portion of the total direct compensation awarded to the CEO and other NEOs is in the form of at-risk, performance-based awards, and on average constituted approximately 80% of the CEO’s target direct compensation and approximately 59% of the target direct compensation for the other NEOs. |
|
|
2026 Proxy Statement |
Executive Compensation | 69 |
Table of Contents
Executive Compensation
CAP vs Net Income |
|
|
|
|
|
As illustrated by the graph, while CAP for both our CEO and the non-CEO NEOs generally following net income over the periods presented, the decrease in net income for 2023 was significant due to a significant non-cash impairment charge taken in 2023. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure EBITDA, which the Company does use when setting goals for the Company’s performance-based restricted stock unit awards to the CEO and the other NEOs. |
|
70 | Executive Compensation |
2026 Proxy Statement |
|
Table of Contents
Executive Compensation
CAP vs EBITDA |
|
|
|
|
|
As illustrated by the graph, CAP for both our CEO and the non-CEO NEOs as a group was generally aligned with the Company’s EBITDA over the period presented. The Company has determined that EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to Company performance. |
|
Company Cumulative TSR vs Peer Group Cumulative TSR |
|
|
|
|
|
As illustrated by the graph, while the Company’s cumulative TSR was generally aligned with the S&P 600 Food Products Index. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.” |
|
|
2026 Proxy Statement |
Executive Compensation | 71 |
Table of Contents
Executive Compensation
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO.
For 2025, our last completed fiscal year:
Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 1,132 to 1. We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO:
72 | Executive Compensation |
2026 Proxy Statement |
|
Table of Contents
Executive Compensation
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information about our Ordinary Shares that may be issued under all of our existing equity compensation plans as of the last day of the 2025 fiscal year.
Plan Category |
|
Number Of |
|
Weighted Average |
|
Number Of Securities |
||||||||||||||
|
|
(a) |
|
(b) |
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity compensation plans approved by security holders(1) |
|
|
|
766,244 |
|
|
|
|
$ |
29.14 |
|
(2) |
|
|
|
|
1,609,379 |
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
766,244 |
|
|
|
|
$ |
29.14 |
|
|
|
|
|
|
1,609,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
2026 Proxy Statement |
Executive Compensation | 73 |
Table of Contents
Beneficial Ownership of Ordinary Shares
BENEFICIAL OWNERSHIP OF ORDINARY SHARES
The following table sets forth information as of April 13, 2026 with respect to the beneficial ownership of Ordinary Shares by (a) each of our current directors and any director nominee, (b) each named executive officer, (c) all current directors and executive officers as a group and (d) each shareholder who, to our knowledge, is the beneficial owner of more than 5% of the outstanding Ordinary Shares. The percentages in the third column are based on the 47,531,139 Ordinary Shares outstanding on April 13, 2026. The numbers of Ordinary Shares reflected in the second column include (i) directly and indirectly owned Ordinary Shares; (ii) Ordinary Shares underlying stock options which are currently exercisable, or which become exercisable within 60 days of April 13, 2026; and (iii) unvested restricted share unit awards and related DEUs. In each case, except as otherwise indicated in the footnotes to the table, the number of Ordinary Shares shown in the second column are owned directly by the individuals or members of the group named in the first column, with sole voting and dispositive power. For purposes of this table, beneficial ownership is determined in accordance with the federal securities laws and regulations; inclusion in the table of Ordinary Shares not owned directly by the named director or executive officer does not constitute an admission that such Ordinary Shares are beneficially owned by the director or executive officer for any other purpose. Unless indicated otherwise below, the address of each beneficial owner is c/o Fresh Del Monte Produce Inc., 241 Sevilla Avenue, Coral Gables, Florida 33134.
Name of Beneficial Owner |
|
Number of |
|
Percent of Ordinary Shares (%) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
Mohammad Abu-Ghazaleh |
|
|
|
14,301,217 |
|
(1) |
|
|
|
|
30.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Amir Abu-Ghazaleh |
|
|
|
324,444 |
|
(2) |
|
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Ahmad Abu-Ghazaleh |
|
|
|
93,177 |
|
(3) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Charles Beard, Jr. |
|
|
|
33,771 |
|
(4) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Michael J. Berthelot |
|
|
|
12,137 |
|
(4) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mary Ann Cloyd |
|
|
|
31,878 |
|
(4) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lori Tauber Marcus |
|
|
|
27,261 |
|
(4) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Dr. Ajai Puri |
|
|
|
12,355 |
|
(4) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mohammed Abbas |
|
|
|
59,930 |
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Monica Vicente |
|
|
|
21,227 |
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Danny Dumas |
|
|
|
2,560 |
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Marissa R. Tenazas |
|
|
|
8,050 |
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
All current directors and executive officers as a group (16 persons) |
|
|
|
14,537,977 |
|
(5) |
|
|
|
|
30.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BlackRock, Inc. |
|
|
|
5,284,959 |
|
(6) |
|
|
|
|
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
The Vanguard Group |
|
|
|
4,809,451 |
|
(7) |
|
|
|
|
10.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Dimensional Fund Advisors LP |
|
|
|
3,797,751 |
|
(8) |
|
|
|
|
8.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
* Less than 1%
74 | Beneficial Ownership of Ordinary Shares |
2026 Proxy Statement |
|
Table of Contents
Beneficial Ownership of Ordinary Shares
|
2026 Proxy Statement |
Beneficial Ownership of Ordinary Shares | 75 |
Table of Contents
APPROVAL OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
PROPOSAL 4—APPROVAL OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
PROPOSAL SUMMARY On March 19, 2026, we consummated the acquisition of certain select assets from Del Monte Foods. With this business combination now complete, we had the opportunity to reunite the Del Monte® brand, which has existed across separate platforms for nearly four decades, under one roof with deep agricultural roots, global operating scale, and decades of experience managing complex food systems across geographies and categories. As a result of the re-unification of the brand, we are seeking to change our corporate name from Fresh Del Monte Produce Inc., to Del Monte Corporation to better reflect a unified strategy of a brand whose heritage has always been rooted in bringing quality food to consumers around the world. What Are You Voting On? Cayman Islands law requires that all amendments to a company’s articles of association require approval by special resolution of at least two-thirds (2/3) of the votes cast by shareholders who are entitled to vote and are present in person or by proxy at the Annual Meeting. Our company’s name is set forth in Article I of our Second Amended and Restated Memorandum and Articles of Association (the “Existing Articles”). We are asking our shareholders to adopt the Third Amended and Restated Memorandum and Articles of Association in the form attached hereto as Annex A (the “Proposed Articles”) to change our corporate name and make some other administrative changes that align the Existing Articles with the Cayman Islands Companies Act (As Revised) and current corporate governance practices by passing the following special resolution: “RESOLVED, by special resolution that the Second Amended and Restated Memorandum and Articles of the Company be replaced in their entirety with the Third Amended and Restated Memorandum and Articles of Association attached at Annex A.” CORPORATE NAME We believe that changing the name of our company to "Del Monte Corporation" is the natural evolution of where we are today and where we intend to go in the future. We believe that our corporate identity must evolve to include our strategic direction to unify and bring the Del Monte® brand under one roof. Consequently, we believe that changing our name to “Del Monte Corporation” is the next step in our own journey and more accurately reflects how we see our company’s transition to a more aligned future. Our common stock is currently listed for trading on the NYSE under the symbol “FDP”. If the amendment is approved and the name change becomes effective, our common stock will continue to be listed on the NYSE. We expect that our common stock will begin trading under a new NYSE symbol, “DMC”, which we have already reserved, at the time we effect our name change. If the name change becomes effective, the rights of shareholders holding certificated shares under currently outstanding stock certificates and the number of shares represented by those certificates will remain unchanged. The name change will not affect the validity or transferability of any currently outstanding stock certificates nor will shareholders be required to exchange outstanding stock certificates for new stock certificates as a result of the name change. After the name change, all newly issued and transferred shares will be held in direct registration accounts and, together with uncertificated shares currently held in direct registration accounts, will bear the name “Del Monte Corporation.” If the name change is not approved, the Proposed Articles will not be made and the name of our Company and our ticker symbol for trading our common stock on the NYSE will remain unchanged. In making this recommendation, our Board is retaining the ability to, without further vote by our shareholders, delay or abandon the proposed name change at any time if the Board concludes that such action would be in the best interests of the Company and our shareholders. OTHER ADMINISTRATIVE CHANGES In addition to the name change, the Proposed Articles make administrative and clean-up changes to the Existing Articles to clarify certain provisions. Specifically, the Proposed Articles clarify that (i) either the Chair of holders of a majority of the shares entitled to be cast are entitled to adjourn a shareholder meeting to the extent that a quorum is not present, (ii) a resolution in writing adopted and signed (in one of more counterparts) by all directors of the Board or a committee, as the case may be, shall be valid and effective upon execution of the last directors and (iii) the Board has the right to appoint and remove officers. Each of these provisions aligns the Board rights with the rights permitted by the Cayman Islands Companies Act (As Revised).
|
76 | Other Matters |
2026 Proxy Statement |
|
Table of Contents
APPROVAL OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Voting Recommendation The Board recommends that you vote “FOR” the approval of the following resolution “RESOLVED, by special resolution that the Second Amended and Restated Memorandum and Articles of the Company be replaced in their entirety with the Third Amended and Restated Memorandum and Articles of Association attached at Annex A.” Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” the approval of the above special resolution approving the Third Amended and Restated Memorandum and Articles of Association. Our Board believes that it is in the best interests of the Company to effect the name change and to make some other administrative changes that align the articles with the Cayman Island Companies Act (As Revised) and current corporate governance practices. If the Proposed Articles are approved, the Company will file the Third Amended and Restated Memorandum and Articles of Association in the form of Annex A hereto with the Cayman Islands Registrar of Companies.
|
|
2026 Proxy Statement |
Other Matters | 77 |
Table of Contents
Other Matters
OTHER MATTERS
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act and the rules thereunder require our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports with the SEC relating to their share ownership and changes in such ownership. Based on a review of our records and certain written representations received from our executive officers and directors, we believe that during the 2025 fiscal year, all Section 16(a) filing requirements applicable to directors, executive officers and greater than 10% shareholders were complied with on a timely basis, other than one Form 4 for Mr. Mohammad Abu-Ghazaleh relating to a sale that was late due to an administrative oversight.
Proxy Solicitation Costs
We will pay the entire cost of soliciting proxies. In addition to solicitation by mail, proxies may be solicited on our behalf by directors, officers or employees in person, by telephone, by facsimile or by electronic mail. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending proxy materials to the beneficial owners of our Ordinary Shares.
Proposals for Inclusion in the Proxy Statement
Shareholders may submit proposals on matters appropriate for shareholder action at shareholder meetings in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2027 Annual General Meeting, all applicable requirements of Rule 14a-8 must be satisfied. Such proposals must be received by our directors in care of the Secretary, Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134 no later than December 24, 2026.
Proposals not Included in the Proxy Statement and Nominations for Director
Our Second Amended and Restated Memorandum and Articles of Association govern the submission of nominations for director nominations or other business proposals that a shareholder wishes to have considered at the 2027 Annual General Meeting of Shareholders, but which are not included in the 2027 proxy statement. Under our Second Amended and Restated Articles of Association, shareholders must submit such proposals by delivering, by hand or by registered post, a notice setting out the precise language of any such proposal, together with a certificate certifying that such shareholder was a shareholder at the close of business on the relevant record date, to the directors in care of the Secretary, Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134. The directors must receive such notice at least 80 and not more than 100 clear days prior to the relevant general meeting or within 10 days of the relevant record date if such record date has not been set or falls after that period of time. In addition, any shareholder recommending a director must submit in writing the information specified under “Shareholder Nominations of Director Candidates” to the Secretary. In order for shareholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2027 Annual General Meeting, notice must be received by the same deadline above and must include the information required by Rule 14(a)-19(b)(2) and Rule 14(a)-19(b)(3) promulgated under the Exchange Act.
The proxy solicited by the Board for the 2027 Annual General Meeting will confer discretionary authority to vote on (i) any proposal presented by a shareholder at that meeting for which the Company has not been provided with notice in a timely manner in accordance with the notice requirements of our Second Amended and Restated Articles of Association, and (ii) any proposal made in accordance with the provisions of the Second Amended and Restated Articles of Association, if the 2027 proxy statement briefly describes the matter and how management’s proxy holders intend to vote on it, if the shareholder does not comply with the requirements of Rule 14a-8(b)(2) under the Exchange Act.
The chairman of the 2027 Annual General Meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures.
78 | Other Matters |
2026 Proxy Statement |
|
Table of Contents
Other Matters
Shareholders or other interested parties may contact the Board, any committee of the Board, the non-employee directors of the Board collectively or any individual director by writing to them in care of the Company’s General Counsel, Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134. This centralized process assists the Board in reviewing and responding to shareholder communications in an appropriate manner. The General Counsel will forward such correspondence only to the intended recipient(s). Communications relating to accounting, audit matters, or internal controls will also be referred to the Audit Committee. Prior to forwarding any correspondence, the General Counsel will review such correspondence and, in her discretion, not forward correspondence deemed to be of a commercial nature or relating to an improper or irrelevant topic. The General Counsel also will attempt to handle the inquiry directly, for example, when it is a request for information about the Company or it is a stock-related matter.
Electronic Delivery
We have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual General Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice containing instructions on how to access our proxy statement and annual report online on or about April XX, 2026. If you would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy.
Householding
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold shares in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact our transfer agent, Computershare Investor Services in writing: P.O. Box 43078, Providence, Rhode Island 02940-3078, or by telephone: in the U.S., (866) 245-9962; outside the U.S., (201) 680-6578.
If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact Computershare Investor Services as indicated above. Beneficial shareholders can request information about householding from their nominee.
Available Information
We maintain an internet website at www.freshdelmonte.com. Copies of the charters of each of the Audit, Compensation and Governance Committees, together with our Corporate Governance Guidelines and Code of Ethics Policy, can be found under the Investor Relations—Governance section of our website at www.freshdelmonte.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department at the address below.
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our Annual Report on Form 10-K for the 2025 fiscal year as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through the Investor—SEC Filings link on our website at, www.freshdelmonte.com. A request for a copy of such report should be directed to: Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134, Attention: Investor Relations. A copy of any exhibit to the Annual Report on Form 10-K for the 2025 fiscal year will be forwarded following receipt of a written request to Investor Relations.
|
2026 Proxy Statement |
Other Matters | 79 |
Table of Contents
APPENDIX A
APPENDIX A
Reconciliation of Non-GAAP Measures
This proxy statement includes the following non-GAAP measures: adjusted net income, adjusted diluted EPS, and adjusted operating income. Adjusted net income, adjusted diluted EPS and adjusted operating income reflect adjustments related to asset impairment and other charges (credits), gain on disposal of property, plant and equipment, net, product-related charges, and other adjustments detailed in the tables below.
The Company uses these metrics because management believes they provide more comparable measures to evaluate period-over-period operating performance since they exclude special items that are not indicative of the Company’s core business or operations. These measures may be useful to an investor in evaluating the underlying operating performance of the Company’s business because these measures:
Because all companies do not use identical calculations, the Company’s presentation of these non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.
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Fresh Del Monte Produce Inc. and Subsidiaries |
|
|
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|
|
|
Non-GAAP Reconciliations |
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|
|
|
|
|
|
|
(U.S. dollars in millions, except per-share amounts) |
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Year ended |
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||||||||||
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|
December 26, 2025 |
|
|
December 27, 2024 |
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||||||||||
|
|
Net |
|
|
Gross |
|
|
Operating |
|
|
Net income |
|
|
Diluted |
|
|
Net |
|
|
Gross |
|
|
Operating |
|
|
Net income |
|
|
Diluted |
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||||||||||
As reported |
|
$ |
4,322.3 |
|
|
$ |
399.1 |
|
|
$ |
137.4 |
|
|
$ |
90.7 |
|
|
$ |
1.88 |
|
|
$ |
4,280.2 |
|
|
$ |
357.9 |
|
|
$ |
196.3 |
|
|
$ |
142.2 |
|
|
$ |
2.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Divestiture of Mann Packing (1) |
|
|
(224.8 |
) |
|
|
30.6 |
|
|
41.7 |
|
|
|
42.0 |
|
|
0.87 |
|
|
|
(292.4 |
) |
|
|
17.7 |
|
|
|
28.0 |
|
|
|
28.3 |
|
|
|
0.59 |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other product-related charges(credits) (2) |
|
|
— |
|
|
|
(0.5 |
) |
|
|
(0.5 |
) |
|
|
(0.5 |
) |
|
|
(0.01 |
) |
|
|
— |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset impairment and other charges, net (3) |
|
|
— |
|
|
|
— |
|
|
|
59.3 |
|
|
|
59.3 |
|
|
|
1.22 |
|
|
|
— |
|
|
|
— |
|
|
|
4.2 |
|
|
|
4.2 |
|
|
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on disposal of property, plant and equipment, net (4) |
|
|
— |
|
|
|
— |
|
|
|
(13.6 |
) |
|
|
(13.6 |
) |
|
|
(0.28 |
) |
|
|
— |
|
|
|
— |
|
|
|
(42.9 |
) |
|
|
(42.9 |
) |
|
|
(0.89 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other adjustments (5) |
|
|
— |
|
|
|
(2.4 |
) |
|
|
(2.4 |
) |
|
|
(2.4 |
) |
|
|
(0.05 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax effects of all adjustments and other tax-related items (6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.2 |
|
|
|
0.05 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11.7 |
|
|
|
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As adjusted |
|
$ |
4,097.5 |
|
|
$ |
426.8 |
|
|
$ |
221.9 |
|
|
$ |
177.7 |
|
|
$ |
3.68 |
|
|
$ |
3,987.8 |
|
|
$ |
376.6 |
|
|
$ |
186.6 |
|
|
$ |
144.5 |
|
|
$ |
3.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Divestiture of Mann Packing includes the operating results of Mann Packing Inc. ("Mann Packing") and its wholly owned subsidiaries as a result of the sale of the Mann Packing business, including substantially all of its operational assets, during the fourth quarter of 2025 (refer to Form 10-K for the year ended December 26, 2025, for further information regarding the divestiture). For the quarter and year ended December 27, 2024, divestiture of Mann Packing includes the results of Fresh Leaf Farms, LLC ("Fresh Leaf Farms"), a wholly owned subsidiary of Mann Packing which was sold as part of a separate transaction during the fourth quarter of 2024. Management believes that such adjustments should enhance shareholders' ability to evaluate the Company's core business results going forward.
For the year ended December 26, 2025, the adjustments exclude $17.9 million of asset impairment and other charges associated with the divestiture of Mann Packing as these charges are included in "Asset impairment and other charges, net" as described in Tickmark (3) below. For the quarter and year ended December 26, 2025, the adjustments also exclude tax effects of $0.1 million and $0.2 million, respectively. For the quarter and year ended December 27, 2024, the adjustments exclude a $4.3 million gain on disposal of property and equipment related to the sale of the operating assets of Fresh Leaf Farms and a $1.4 million asset impairment charge associated with goodwill in the Company's
|
2026 Proxy Statement |
Appendix A | A-1 |
Table of Contents
Appendix A
vegetable reporting unit. For the quarter and year ended December 27, 2024, the adjustments also exclude tax effects of $0.3 million in each period. The tax effects associated with the operating results of Mann Packing are included in the amounts referenced in Tickmark (6) below. Total diluted EPS for the divestiture of Mann Packing when including the impacts of asset impairments and other charges and tax effects for the quarter and year ended December 26, 2025 was$(0.27) and $(1.24). For the quarter and year ended December 27, 2024, total diluted EPS for the divestiture of Mann Packing when including the impacts of asset impairments and other charges and tax effects was $(0.08) and $(0.49).
(2) Other product-related charges (credits) for the year ended December 26, 2025, primarily consisted of insurance recoveries related to damages incurred as a result of Hurricane Beryl during July 2024. Other product-related charges (credits) for the quarter ended December 27, 2024, primarily consisted of $0.2 million of inventory write-offs related to flooding damage at melon farms in Costa Rica. Other product-related charges (credits) for the year ended December 27, 2024, also included $1.2 million of severance charges from the outsourcing of certain functions within the Company's fresh and value-added operations and $1.0 million of additional logistic and inventory write-off expenses incurred as a result of Hurricane Beryl during July 2024, partially offset by $1.7 million of insurance recoveries, net of expenses, associated with the flooding of a production facility in Greece.
(3) Asset impairment and other charges, net for the quarter ended December 26, 2025, primarily consisted of $1.5 million of legal settlement charges related to the restoration of a previously leased farm in Chile, a $0.6 million increase in reserves related to the Company's environmental liability related to the Kunia Well Site matter, and a $0.6 million write-off of obsolete software. Asset impairment and other charges, net for the year ended December 26, 2025 also included $37.2 million of impairment charges related to low-productivity banana farms in the Philippines, $17.9 million of impairment charges associated with the divestiture of Mann Packing, and $0.6 million related to a leased grape farm in Chile. Asset impairment and other charges, net for the quarter ended December 27, 2024, primarily consisted of $1.5 million of impairment charges related to damaged and unused housing at farms in Costa Rica and a $1.4 million impairment charge related to goodwill in the vegetable reporting unit. Asset impairment and other charges, net for the year ended December 27, 2024, also included $1.8 million of legal settlement charges, $0.5 million of reserves related to a regulatory matter arising from our third-party logistics operations, partially offset by $2.0 million of insurance recoveries associated with fire damage to a warehouse facility in South America.
(4) Gain on disposal of property, plant and equipment, net for the quarter ended December 26, 2025 primarily related to a $6.9 million gain on the sale of three carrier vessels and a $0.8 million gain on the sale of an administrative office in Costa Rica. Gain on disposal of property, plant and equipment, net for the year ended December 26, 2025 also included a $2.9 million gain on the sale of an additional carrier vessel, a $2.1 million gain on the sale of two idle properties in Chile, and a $0.8 million gain from the sale of idle land in Guatemala. Gain on disposal of property, plant and equipment, net for the quarter ended December 27, 2024, primarily related to a $11.3 million gain on the sale of a Canadian distribution center, $4.3 million related to the sale of the operating assets of Fresh Leaf Farms, a North American subsidiary of Mann Packing, and $0.5 million related to the sale of an administrative office in Central America, Gain on disposal of property, plant and equipment, net for the year ended December 27, 2024 also included a $14.7 million gain from the sale of two idle facilities in South America, a $7.7 million gain from the sale of a warehouse in South America and a $3.4 million gain from the sale of a warehouse in Europe.
(5) Other adjustments for the quarter and year ended December 26, 2025 related to one-time out-of-period accounting adjustments to correct certain discrete items within our cost of goods sold.
(6) Tax effects are calculated in accordance with ASC 740, Income Taxes, using the same methodology as the GAAP provision of income taxes. The year ended December 26, 2025 includes a $1.8 million charge related to a $20.5 million gain on the 2023 sale of two distribution centers and related assets in Saudi Arabia.
A-2 | Appendix A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
ANNEX A
THE COMPANIES ACT (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
DEL MONTE CORPORATION
(Adopted by special resolution passed on [•], 2026)
|
2026 Proxy Statement |
Annex A | A-1 |
Table of Contents
ANNEX A
TABLE OF CONTENTS
CLAUSE
TABLE A |
A-3 |
INTERPRETATION |
A-3 |
PRELIMINARY |
A-6 |
SHARES |
A-6 |
General |
A-6 |
Modification of Rights |
A-6 |
Transfer and Registration of Shares |
A-7 |
Alteration of Share Capital |
A-7 |
Redemption, Repurchase and Surrender of Shares |
A-7 |
Treasury Shares |
A-8 |
Dividends |
A-8 |
MEETINGS OF SHAREHOLDERS |
A-9 |
Ability to Call Meeting |
A-9 |
Notice of General Meetings |
A-9 |
Quorum |
A-9 |
Virtual Participation in Meetings |
A-10 |
Adjournment, Cancellation or Postponement |
A-10 |
Voting and Proxies |
A-10 |
DIRECTORS |
A-11 |
Powers and Duties of Directors |
A-11 |
Number and Term of Office |
A-11 |
Election of Directors |
A-12 |
Removal |
A-12 |
Vacancies |
A-12 |
Relinquishment of Office of Director |
A-12 |
Shareholding Qualification |
A-12 |
Committees of the Board |
A-13 |
Meetings; Voting; Conduct of Business |
A-13 |
Director Conflicts of Interest |
A-14 |
Officers |
A-15 |
NOTICES |
A-15 |
MISCELLANEOUS |
A-17 |
The Seal |
A-17 |
Accounts, Annual Return and Declaration |
A-17 |
Capitalisation of Reserves |
A-17 |
Share Premium Account |
A-18 |
Depositary and Clearing Houses |
A-18 |
Non-Recognition of Trusts |
A-18 |
Winding Up |
A-18 |
Amendment of Articles of Association |
A-18 |
Registration by Way of Continuation |
A-19 |
Disclosure |
A-19 |
A-2 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
THE COMPANIES ACT (AS AMENDED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
DEL MONTE CORPORATION
(Adopted by special resolution passed on [•], 2026)
TABLE A
The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Law shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
“Articles” |
|
means these articles of association of the Company, as amended or substituted from time to time; |
“Board” and “Board of Directors” |
|
means the board of directors of the Company, or as the case may be, a committee thereof; |
“Business Day” |
|
means any day other than Saturday, Sunday, or other day on which commercial banks located in the Cayman Islands and the United States are authorized or required by law or executive order to be closed. |
“Chairperson” |
|
means the chairperson of the Board of Directors; |
“Class” or “Classes” |
|
means any class or classes of Shares as may from time to time be issued by the Company; |
“Commission” |
|
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
“Company” |
|
means DEL MONTE CORPORATION, a Cayman Islands exempted company; |
“Companies Act” |
|
means the Companies Act (as amended) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
“Company’s Website” |
|
means the main corporate and investors relations website of the Company, the address or domain name of which has been notified to Shareholders; |
“Designated Stock Exchange” |
|
means any national securities exchange or automated quotation system on which the Shares or securities are then traded, including but not limited to the New York Stock Exchange; |
“Designated Stock Exchange Rules” |
|
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange; |
|
2026 Proxy Statement |
Annex A | A-3 |
Table of Contents
ANNEX A
“Director” |
|
means a member of the Board; |
“electronic” |
|
has the meaning given to it in the Electronic Transactions Act; |
“electronic communication” |
|
means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by the Board; |
“Electronic Transactions Act” |
|
means the Electronic Transactions Act (as amended) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
“Independent Director” |
|
means a Director who is an independent director as defined in the Designated Stock Exchange Rules; |
“Law” |
|
means the Companies Act and every other law and regulation of the Cayman Islands or any other jurisdiction for the time being in force concerning companies and affecting the Company, including the federal securities laws of the United States; |
“Memorandum” |
|
means the memorandum of association of the Company, as amended or substituted from time to time; |
“Ordinary Resolution” |
|
means a resolution passed by a simple majority of the votes cast by such Shareholders on such matter as, being entitled to do so, in person or by proxy. For purposes of determining votes cast, abstentions and broker non-votes shall be not be deemed to have been “cast”. |
“Ordinary Shares” |
|
means an ordinary share of a par value of US$0.01 in the capital of the Company and having the rights provided for in these Articles; |
“Person” |
|
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or officer of the Company in which circumstances Person shall mean any natural person; |
“Preferred Shares” |
|
means a preferred share of a par value of US$0.01 in the capital of the Company; |
“Register” |
|
means the register of Shareholders of the Company maintained in accordance with the Companies Act; |
“Registered Office” |
|
means the registered office of the Company as required by the Companies Act; |
“Registration Agent” |
|
means the Person maintaining the Company’s register of Shareholders; |
“Seal” |
|
means the common seal of the Company (if adopted) including any facsimile thereof; |
“Secretary” |
|
means any Person (if any) appointed by the Board to perform any of the duties of the secretary of the Company; |
“Securities Act” |
|
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
A-4 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
“Share” |
|
means a share in the capital of the Company, including the Ordinary Shares and Preferred Shares. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require; |
“Shareholder” |
|
means a Person who is registered as the holder of any Share in the Register (a Member as set forth in Section 38 of the Companies Act); |
“Share Premium Account” |
|
means the share premium account established in accordance with these Articles and the Companies Act; |
“signed” |
|
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; |
“Special Resolution” |
|
has the meaning given to it in the Companies Act. For purposes of determining votes cast, abstentions and broker non-votes shall be not be deemed to have been “cast”. |
“Treasury Share” |
|
means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; |
“United States” |
|
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; |
“year” |
|
means calendar year. |
|
2026 Proxy Statement |
Annex A | A-5 |
Table of Contents
ANNEX A
PRELIMINARY
SHARES
General
and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued. For the avoidance of doubt, the Board may in its absolute discretion and without approval of the existing Shareholders, issue Shares, or issue other securities in one or more Classes or series as the Board deems necessary and appropriate, and determine designations, powers, preferences, privileges and other rights, including dividend rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the Shares held by existing Shareholders, at such times and on such other terms as the Board thinks proper. The Company shall not issue Shares to bearer.
Modification of Rights
A-6 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
Transfer and Registration of Shares
Alteration of Share Capital
Redemption, Repurchase and Surrender of Shares
|
2026 Proxy Statement |
Annex A | A-7 |
Table of Contents
ANNEX A
Treasury Shares
Dividends
Fractional Shares
A-8 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
MEETINGS OF SHAREHOLDERS
Ability to Call Meeting
Notice of General Meetings
Quorum
|
2026 Proxy Statement |
Annex A | A-9 |
Table of Contents
ANNEX A
Virtual Participation in Meetings
Adjournment, Cancellation or Postponement
Voting and Proxies
DETERMINATION OF RECORD DATE
A-10 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
DIRECTORS
Powers and Duties of Directors
Number and Term of Office
|
2026 Proxy Statement |
Annex A | A-11 |
Table of Contents
ANNEX A
Election of Directors
Removal
Vacancies
Relinquishment of Office of Director
Shareholding Qualification
Committees of the Board
A-12 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
Meetings; Voting; Conduct of Business
CONFLICT OF INTERESTS
Director Conflicts of Interest
|
2026 Proxy Statement |
Annex A | A-13 |
Table of Contents
ANNEX A
Officers
A-14 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
NOTICES
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
No other Person shall be entitled to receive notices of general meetings.
INDEMNIFICATION AND INSURANCE
|
2026 Proxy Statement |
Annex A | A-15 |
Table of Contents
ANNEX A
MISCELLANEOUS
The Seal
A-16 | Annex A |
2026 Proxy Statement |
|
Table of Contents
ANNEX A
Accounts, Annual Return and Declaration
Capitalisation of Reserves
Share Premium Account
|
2026 Proxy Statement |
Annex A | A-17 |
Table of Contents
ANNEX A
Depositary and Clearing Houses
Non-Recognition of Trusts
Winding Up
Amendment of Articles of Association
Registration by Way of Continuation
Disclosure
A-18 | Annex A |
2026 Proxy Statement |
|
Table of Contents
Table of Contents
ENDORSEMENT LINE SACKPACK 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext C123456789 VOTE Del Monte Quality MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 100000 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59 P.M., Eastern Time, on June 3, 2026. Online Go to www.envisionreports.com/FDP or scan the QR code — login details are located in the shaded bar below Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/FDP Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2026 Annual General Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR the election of all the nominees to the Board of Directors and FOR Proposals 2, 3 and 4. 1. Elect two director nominees for a three-year term expiring at the 2029 Annual General Meeting of Shareholders: For Against Abstain For Against Abstain 01 - Michael J. Berthelot 02 - Lori Tauber Marcus For Against Abstain For Against Abstain 2. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year 3. Approve, by non-binding advisory vote, the compensation of our named executive officers in 2025 4. Approve and adopt the Third Amended and Restated Memorandum and Articles of Association Note: Such other business as may properly come before the meeting or any adjournment or postponement thereof. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 686594 049LQC.
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Fresh Del Monte Produce Inc. 2026 Annual General Meeting of Shareholders Thursday, June 4, 2026 11:00 A.M., Eastern Time, virtually via the internet at www.meetnow.global/M6AXZQK To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FDP IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Fresh Del Monte Produce Inc. Notice of 2026 Annual General Meeting of Shareholders Proxy Solicited by Board of Directors for Annual General Meeting of Shareholders — June 4, 2026 Mohammad Abu-Ghazaleh and Effie Silva (the “Proxy Holders”), or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present at the Annual General Meeting of Fresh Del Monte Produce Inc. to be held virtually via the internet at www.meetnow.global/M6AXZQK on June 4, 2026 at 11:00 A.M., Eastern Time or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxy Holders will vote FOR the election of all the nominees to the Board of Directors and FOR Proposals 2, 3 and 4. In their discretion, the Proxy Holders are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.