JBT MAREL 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:

JBT MAREL CORPORATION

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

John Bean Technologies Corporation

(Former name or former address, if changed since last report)

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

April 1, 2025

Dear Stockholder:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of JBT Marel 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 2025 ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 15, 2025

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

Location: Via a live webcast at www.virtualshareholdermeeting.com/JBTM2025

Items of Business

1. Re-elect three directors, Alan D. Feldman, Lawrence V. Jackson, and Ann E. Savage, each for a term of one year;

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 2025 Annual Meeting;

3. Ratify the appointment of PricewaterhouseCoopers LLC as our independent registered public accounting firm for 2025; 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, Chief Legal Officer

2025 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 April 1, 2025, we began to mail to our stockholders of record, as of the close of business on March 18, 2025, 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 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

DIRECTOR NOMINEES

Committee Chair

Committee Member

JBT MAREL YEAR IN REVIEW

As a pure-play food and beverage technology solutions provider, 2024 was a strong year for JBT. The Company achieved record annual revenue, adjusted EBITDA, and adjusted EPS for its continuing operations. The Company’s diverse end market participation continued to be a differentiator. The Company's year-over-year revenue growth was driven by its resilient recurring revenue coupled with strong demand from warehouse automation, fruit and vegetable processing, ready meals, and pharmaceuticals. Moreover, poultry market fundamentals improved throughout 2024, allowing the Company to benefit from recovery in equipment demand from global poultry customers. Finally, the Company's margins improved year over year, which was driven by volume growth and strong execution on strategic sourcing and continuous improvement initiatives.

Beyond the Company’s operational achievements, 2024 was also a significant year as the JBT team worked diligently to complete the combination with Marel hf. ("Marel"), a complementary global food technology leader. By bringing together the strengths of JBT and Marel, we believe that JBT Marel is uniquely positioned to transform the future of food.

Our holistic solutions offering will allow us to improve our value proposition with global customers as we put together an ecosystem of integrated technology, software, and service to improve customers’ operational efficiency, increase traceability, reduce waste, and enhance uptime. Additionally, we believe that our talented workforce with deep application knowledge coupled with the benefits of our operational scale creates further opportunities for value creation.

The transaction was completed on January 2, 2025, and the combined company was renamed JBT Marel Corporation.1

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 applicable legal requirements and 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 not only promote this purpose, but are sound and represent best practices.

1 Explanatory Note: In conjunction with the combination of John Bean Technologies Corporation and Marel hf., the corporation changed its name and stock ticker symbol to “JBT Marel Corporation” and “JBTM”, respectively, effective January 2, 2025. Unless otherwise specified or indicated by context, references herein to “JBT Marel”, “JBT Corporation”, “JBT”, “we”, “us”, “our” and the “Company” refer to John Bean Technologies Corporation and its subsidiaries for periods ending on or before the name change and to JBT Marel Corporation and its subsidiaries for any references after the name change.

Selected Current Corporate Governance Practices

JBT MAREL OVERVIEW

JBT Marel is a leading global provider of equipment, integrated technology, and services to the food and beverage industry. Driven by a singular purpose, transforming the future of food, we empower businesses to stay ahead in a rapidly evolving market.

We work with businesses who make a variety of foods, beverages and other products, including animal protein, plant-based products, fresh produce, ready meals, carbonated beverages, and beyond. We combine transformative technology, applied knowledge, and holistic thinking to solve the most pressing challenges and support the goals of our customers.

We focus on understanding the needs of our customers, striving to optimize their efficiency at every stage. We seek to collaborate with customers to make every byte of data, every bolt on a machine, and every moment of our support count. We seek to be a true partner with customers, by striving to improve food sustainability and working in close collaboration with customers to make a meaningful difference to their ability to improve food production.

2022 - 2024 FINANCIAL PERFORMANCE HIGHLIGHTS

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 49% for other named executive officers' target compensation is tied to performance incentives for 2024.

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% on business performance and 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 our 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 and dividend growth compared 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.