John Bean Technologies CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

JOHN BEAN TECHNOLOGIES CORPORATION

(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 the appropriate box):

March 28, 2024

Dear Stockholder:

It is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders of John Bean Technologies Corporation.

Please refer to the accompanying Proxy Statement for additional information about the matters to be considered at the meeting.

The Proxy Statement includes a description of our executive compensation program, which is designed to provide competitive, performance-based compensation that places a significant portion of our named executive officers’ compensation at risk. Our named executive officers’ at-risk compensation depends on our achievement of performance measures designed to ensure we provide long-term value to our stockholders. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, our Proxy Statement requests an advisory vote from stockholders on our named executive officers’ compensation, which we request annually in accordance with our previous advisory vote of our stockholders and the direction of our Board of Directors.

Sincerely,/s/ Alan D. FeldmanAlan D. Feldman

Chairman of the Board

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

Friday, May 10, 2024

Time: 9:30 a.m., Central Time

Location: Via a live webcast at www.virtualshareholdermeeting.com/JBT2024

Items of Business

1. Re-elect two directors, C. Maury Devine and Charles L. Harrington, each for a term of two years;

2. Approve on an advisory basis a non-binding resolution regarding the compensation of our named executive officers as described in the Proxy Statement for the 2024 Annual Meeting;

3. Ratify the appointment of PricewaterhouseCoopers LLC as our independent registered public accounting firm for 2024; and

4. Vote on any other business properly brought before the meeting or any postponement or adjournment thereof.

How to Vote

If you plan to attend the Annual Meeting of Stockholders online, you will need the 16-digit control number found on your proxy card, notice of internet availability of proxy materials or the instructions that accompany your proxy materials. The Annual Meeting of Stockholders will begin promptly at 9:30 a.m. Central Time. Online check-in will begin at 9:00 a.m. Central Time, and you should allow ample time for the online check-in procedures.

Stockholders may help us reduce printing and mailing costs and conserve resources by opting to receive future proxy materials by e-mail. Information about how to do this is included in the accompanying Proxy Statement.

By Order of the Board of Directors

/s/ James L. Marvin

James L. Marvin

Executive Vice President, General Counsel

2024 PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this Proxy Statement. Please read this entire Proxy Statement carefully before voting your shares. On March 28 2024, we began to mail to our stockholders of record, as of the close of business on March 13, 2024, either a notice containing instructions on how to access this Proxy Statement and our Annual Report through the Internet or a printed copy of these proxy materials. This summary highlights information contained in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

DIRECTOR NOMINEES

Committee Chair

Committee Member

JBT YEAR IN REVIEW

In 2023, we made significant progress on our Elevate 2.0 strategy. First, we executed on our commitment to becoming a pure-play food and beverage solutions technology company with the sale of our AeroTech business segment to Oshkosh Corporation. The sale of AeroTech enabled a more focused path to grow and enhance JBT’s leading food and beverage processing equipment and service operations. The transaction also generated meaningful net cash proceeds, allowing us to repay revolving debt while also providing flexibility to pursue strategic initiatives, including disciplined acquisitions.

We were able to deliver greater than 200 basis points improvement in our year-over-year margins as a result of strong execution of our strategic sourcing initiatives, improved price-cost realizations, and savings from our restructuring program.

We also advanced the adoption of our digital solution, OmniBlu™. This differentiated digital product, which focuses on machine performance, maintenance management, and frictionless parts and services, provides tangible operational benefits to our customers and continues to gain traction in the market.

Additionally, we continued to work alongside our global customers to provide a holistic product and service offering in food and beverage end markets. Although the market environment was generally mixed, with softness in North America, we demonstrated our resiliency with strong growth in recurring revenue.

BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner that is consistent with both the legal requirements applicable to us and within a business model that requires our employees to conduct business with the highest standards of integrity. The Board has adopted and adheres to corporate governance principles that the Board and senior management believe promote this purpose, are sound and represent best practices.

Selected Current Corporate Governance Practices

JBT OVERVIEW

At JBT, we are driven by a fundamental purpose: to Fortify the Future of Food. This guiding principle shapes our endeavors, empowering us to push the boundaries of what's possible within the food and beverage industry. As we navigate the complexities of our industry, our unwavering commitment to harness the full power of JBT allows us to not only meet but exceed the evolving needs of our global customer base. Our vision is clear: to be the global leader in food and beverage technology. This is achieved by fostering partnerships that prioritize sustainable innovation, ensuring that we remain at the forefront of the industry's transformation as we design, produce and service sophisticated and critical products and systems for food and beverage companies that improve yields and boost efficiency. JBT employs approximately 5,100 people worldwide and operates sales, service, manufacturing and sourcing operations in more than 25 countries.

Our domain expertise in food and beverage processing applications and food safety make JBT a partner of choice for global food and beverage producers. Our diverse and broad product offerings serve the resilient food and beverage end markets with a growing presence in adjacent pharmaceuticals and nutraceuticals end markets. Additionally, our global sales and service network provides critical support and builds strong customer relationships, which drives recurring revenue for JBT. Our products and services are benefiting from macro trends in the food and beverage processing industry including increased automation, adoption of digital tools and connectivity, sustainability, need for increased yield and throughput, and changing consumer preferences.

2021 - 2023 FINANCIAL PERFORMANCE HIGHLIGHTS

On August 1, 2023, JBT completed the sale of its former AeroTech business segment to Oshkosh Corporation in exchange for cash consideration of $808.2 million. As a result, the financial results of AeroTech have been presented as discontinued operations for all periods presented below.

EXECUTIVE COMPENSATION HIGHLIGHTS

Strong emphasis on results:75% of annual target cash incentive opportunity and 60% of the value of long-term equity incentives are tied to key financial and stock price performance metrics.

Pay-for-performance alignment for Named Executive Officers: To encourage a focus on long-term success, our compensation structure includes equity incentives with a three-year vesting requirement and a performance-based component tied to company performance over the same period. A significant portion, 57%, of the Chief Executive Officer's and an average of 47% for other named executive officers' target compensation is tied to performance incentives for 2023.

Balance division performance targets and full company performance targets:Named executive officers with division management roles have performance targets for annual cash incentive awards that are weighted 70% – 85% on business performance and 15% – 30% on overall company performance in order to appropriately balance objectives established for operations while providing meaningful incentives for contributions to the success of overall company performance.

Financial targets require continued performance improvements:Targets for annual cash incentive plan require continued significant year-over-year growth in earnings before interest, taxes, depreciation and amortization (“EBITDA”), improvement in EBITDA margin, and achievement of free cash flow conversion (“FCF”) performance. The long-term incentive performance awards include three-year earnings per share (“EPS”) targets while sustaining a high level of return on invested capital (“ROIC”), as well as the relative comparison in stock growth to the S&P 1500 Industrial Machinery index constituents .

Competitive pay opportunities:We provide competitive pay opportunities consistent with target benchmark levels, with appropriate differences based on individual experience, impact and performance. Total target compensation is also generally consistent with target benchmark levels.