DEL MONTE CORP
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2025 · Filed Apr 25, 2025
Contents
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 25, 2025. You should read the entire proxy statement carefully before voting. For more information regarding our 2024 performance, please review our Annual Report on Form 10-K for the 2024 fiscal year.
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Date and Time: | Thursday, June 5, 2025 at11:00 AM. Eastern Time | Fresh Del Monte Produce Inc.c/o Del Monte Fresh Produce Company241 Sevilla Avenue, Coral Gables, FL 33134 |
|---|---|---|
| Record Date: | April 14, 2025 | |
| Place: | The Annual General Meeting will be held exclusively online at meetnow.global/MZM7HZZ 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
| Proposal | Board’s Recommendation | Page Reference (for more details) |
|---|---|---|
| 1. Election of Directors | FOR Each Director | 9 |
| 2. Ratification of Ernst & Young, LLP as Auditors | FOR | 39 |
| 3. Advisory Approval of Executive Compensation | FOR | 45 |
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/MZM7HZZ 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 2, 2025.
| 2025 Proxy Statement | Proxy Summary | 1 |
VISION AND GOALS
Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our long-term strategy is founded on six goals:
Protect and grow OUR core business
Drive innovation and expanD growth on value-added categories
Evolve OUR culture to increase employee engagement and productivity
Become a technology-driven company to drive efficiencies
Become a consumer-driven company
LEAD THROUGH Sustainability for a bRIGHTEr world tomorrow
a
| 2 | Proxy Summary | 2025 Proxy Statement |
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2024 FINANCIAL HIGHLIGHTS
In 2024, we achieved strong financial and operational performance, reflecting our disciplined execution, strategic investments, and commitment to delivering value to shareholders. We successfully mitigated margin pressures through pricing strategies, operational efficiencies, and a focus on profitable sales. As a result, gross profit for the full year rose to $357.9 million from $350.7 million in the prior year, with gross margin increasing to 8.4%, compared with 8.1% in 2023. Net income attributable to Fresh Del Monte Produce Inc. for the full year of 2024 was $142.2 million, a significant turnaround from the $11.4 million net loss reported in the previous year.
We continued to execute on our long-term growth strategy, making meaningful progress in key areas such as pineapple leadership, fresh-cut expansion, and avocado sourcing diversification. The expansion of premium pineapple varieties, including Rubyglow®, Pinkglow®, and Honeyglow®, strengthened our position in the high-margin, value-added category. Investments in fresh-cut automation and efficiency improvements, particularly in North America, further enhanced our operational capabilities.
In line with our ongoing commitment to returning capital to shareholders, we increased our quarterly dividend to $0.30 per share in the first quarter of 2025. Additionally, our Board approved a $150 million share repurchase program during the first quarter of 2025, further demonstrating confidence in our long-term strategy and financial strength.
| NET SALES | GROSS PROFIT | OPERATING INCOME | NET INCOME(1) |
|---|
| DILUTED EPS | NET CASH FROMOPERATIONS | LONG-TERM DEBT |
|---|
| DIVIDENDS PERORDINARY SHARE | ADJUSTED NETINCOME(2) | ADJUSTED DILUTEDEPS(2) | ADJUSTEDOPERATINGINCOME(2) |
|---|
(1)
Represents net income attributable to Fresh Del Monte Produce Inc.
(2)
Non-GAAP financial measures. Please see Appendix A for reconciliations to the most comparable GAAP measure.
| 2025 Proxy Statement | Proxy Summary | 3 |
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.
| Director | Director Since | Age | Background | CommitteeMemberships |
|---|---|---|---|---|
| Mohammad Abu-Ghazaleh | 1996 | 83 | Chairman and Chief Executive Officer Fresh Del Monte Produce Inc. | |
| Ahmad Abu-Ghazaleh | 2018 | 48 | Vice Chairman and Chief Executive Officer, Royal Jordanian Air Academy, Arab Wings, and Queen Noor Technical College | |
| Amir Abu-Ghazaleh | 1996 | 78 | General Manager, Abu-Ghazaleh & Sons Co. Ltd. | |
| Charles Beard, Jr. | 2020 | 62 | Partner, Chief Operating Officer, Guidehouse, Inc. | Governance (Chair)Compensation |
| Michael J. Berthelot(Lead Independent Director) | 2006 | 74 | Chief Executive Officer, Cito Capital Corporation | Compensation (Chair)Audit |
| Mary Ann Cloyd | 2019 | 70 | Retired Senior Partner, PricewaterhouseCoopers LLP | Audit (Chair)Governance |
| Dr. Ajai Puri | 2024 | 71 | Non-Executive Director, Olam International and IMI PLC | AuditGovernance |
| Lori Tauber Marcus | 2021 | 62 | Founder of Courtyard Connections, LLC, Board Advisor and Retired Chief Marketing Officer | AuditCompensation |
GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS
Our corporate governance practices and executive compensation standards include:
Our latest Global Sustainability Report was published in October 2024 demonstrating our long-standing commitment to doing business in a sustainable way. (Page 31)
Executive compensation is tied to financial and operating performance. (Page 48)
Robust employee compensation recoupment or “clawback” policy. (Page 25)
Directors and officers are subject to rigorous Share Ownership Guidelines. (Page 31)
84% of our CEO’s target total compensation and an average of 62% of our other named executive officers’ target total compensation is at-risk or performance based. (Page 48)
Advisory vote on executive compensation is conducted annually. (Page 46)
Executives are prohibited from short-sale transactions, hedging any shares and are prohibited from pledging shares that are subject to the Share Ownership Guidelines. (Page 26)
Board conducts annual self-evaluation to determine effective functioning. (Page 20)
Director resignation policy for all director nominees. (Page 20)
Independent directors regularly attend continuing education programs.
Board includes members with gender and ethnic diversity, including that 25% of our board members are women and 50% of our board members are ethnically diverse.
| 4 | Proxy Summary | 2025 Proxy Statement |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.