JBT MAREL Corp
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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Dec 31, 2025 · Filed Apr 1, 2026
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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. )
| Filed by the Registrant x | Filed by a Party other than the Registrant o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under Rule 14a-12 |
JBT MAREL 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 all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 1, 2026
Dear Stockholder:
It is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of JBT Marel Corporation.
| When:Thursday, May 14, 2026 Time: 9:30 a.m. Central TimeWhere:Virtual Only MeetingWho:Stockholders as of March 16, 2026 | Voting Recommendations: |
|---|---|
| P | For Re-Election of Each of the Nominees for Director |
| P | For Non-Binding Resolution to Approve Named Executive Officer Compensation |
| P | For Ratification of the Appointment of Our Auditor |
Please refer to the accompanying Proxy Statement for additional information about the matters to be considered at the meeting.
We are hosting the Annual Meeting of Stockholders as a virtual meeting. You can attend the virtual meeting at the meeting time at www.virtualshareholdermeeting.com/JBTM2026. If you plan to attend the Annual Meeting of Stockholders online and vote or ask questions, you will need the 16-digit control number found on your proxy card, your notice of internet availability of proxy materials or the instructions that accompany your proxy materials.
Your vote is important. To be sure that your vote counts and to assure a quorum, please submit your vote promptly whether or not you plan to attend the virtual annual meeting. You can change your vote prior to the meeting by following the instructions in the accompanying Proxy Statement.
Sincerely,/s/ Alan D. FeldmanAlan D. Feldman
Chairman of the Board of Directors
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
Thursday, May 14, 2026
Time: 9:30 a.m., Central Time
Location: Via a live webcast at www.virtualshareholdermeeting.com/JBTM2026
Items of Business
Re-elect ten directors, Barbara L. Brasier, Brian A. Deck, Alan D. Feldman, Svafa Grönfeldt, Ólafur S. Gudmundsson, Charles L. Harrington, Lawrence V. Jackson, Polly B. Kawalek, Arnar Thor Másson, and Ann E. Savage, each for a term of one year;
Approve on an advisory basis a non-binding resolution to approve the compensation of our named executive officers;
Ratify the appointment of PricewaterhouseCoopers LLC as our independent registered public accounting firm for 2026; and
Vote on any other business properly brought before the meeting or any postponement or adjournment thereof.
How to Vote
| New York Stock Exchange Stockholders | Nasdaq Iceland Stockholders | |||
|---|---|---|---|---|
| Internet Visit the website noted on your proxy card to vote online. | Phone Use the toll-free telephone number noted on your proxy card to vote by telephone. | Mail Sign, date and return your proxy card in the postage pre-paid envelope provided to vote by mail. | During the MeetingIf you are a registered holder, cast your vote on the meeting website. | Internet Visit the website noted on the press release issued in Iceland. |
In order to vote or ask questions during the meeting, you will need the 16-digit control number found on your proxy card, your 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 who received printed proxy materials may help us reduce printing and mailing costs and conserve resources by requesting to receive future proxy materials electronically at the website noted on your proxy card.
By Order of the Board of Directors,
/s/ James C. Pelletier
James C. Pelletier
Executive Vice President, General Counsel and Secretary
2025 HIGHLIGHTS AND PROXY STATEMENT SUMMARY
This summary highlights selected information contained in this Proxy Statement for the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of JBT Marel Corporation ("JBT Marel" or the "Company"). Please read this entire Proxy Statement carefully before voting your shares. On April 1, 2026, we began to mail to our stockholders of record, as of the close of business on March 16, 2026, 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. For more complete information regarding the Company’s 2025 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2025.
JBT Marel Overview
We are a leading and diversified global technology solutions and service provider to high-value segments of the food and beverage industry. We provide comprehensive solutions throughout the food production value chain, extending from primary processing through labeling and packaging systems for a large variety of food and beverage end market. Our purpose is to transform the future of food by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that increases yield, boosts efficiency, and improves traceability and food safety.
JBT Marel Year in Review
In 2025 John Bean Technologies Corporation combined with Marel hf. ("Marel"), a complementary global food technology leader. The transaction was completed on January 2, 2025, and the combined company was renamed JBT Marel Corporation.1
2025 was a transformational year for JBT Marel with strong financial results and operational achievements, demonstrating that JBT and Marel are truly better together. During the first year as a combined organization, our integration efforts focused on the customer value proposition. Early in the year, we implemented a customer-oriented go-to-market strategy with account managers serving food and beverage customers around the globe. These focused efforts allowed us to secure early wins from cross-selling core technology and advance our service and aftermarket support model, demonstrating that customers value JBT Marel as a partner of choice that can deliver comprehensive lifecycle solutions and advanced process know-how.
For the full year 2025, we achieved healthy orders and revenue, and as expected, benefited from a recovery in demand for protein solutions, especially within the poultry end market. Operationally, strong execution led to solid margin performance as we delivered on our plan for realized synergy savings and continuous improvement initiatives, all while facing a constantly evolving tariff environment. We also generated cash flow, which, combined with our adjusted EBITDA performance, allowed us to de-lever the Company's balance sheet to below 2.9x.
1 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.
| JBT Marel Corporation 2026 Proxy Statement | i |
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2023-2025 Financial Performance Highlights
| (In millions except per share data) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Total revenue | $3,798.2 | $1,716.0 | $1,664.4 |
| (Loss) income from continuing operations | $(49.7) | $84.6 | $129.3 |
| Adjusted income from continuing operations (1) | $333.1 | $198.0 | $166.0 |
| Adjusted EBITDA from continuing operations (1) | $600.4 | $295.0 | $273.1 |
| Diluted (loss) earnings per share from continuing operations | $(0.96) | $2.63 | $4.02 |
| Adjusted diluted earnings per share from net income (1) | $6.41 | $6.15 | $5.17 |
| Total assets | $8,190.7 | $3,413.8 | $2,710.4 |
(1)Non-GAAP measure. Refer to Appendix A for additional information and reconciliations.
Sustainability at JBT Marel
At JBT Marel, sustainability and responsibility are at the core of our business. Our commitment is evident in the innovative solutions we provide to customers and in our workplace practices. We integrate these values throughout our organization.
We focus on five key pillars to drive meaningful progress:
Customers: We enhance our solutions to help customers achieve their goals while reducing environmental impact, promoting efficiency and responsibility.
People and Communities: We foster an inclusive and supportive workplace by investing in career growth and community engagement.
Our Operations: We work to optimize resource use and uphold rigorous health and safety standards to promote operational efficiency.
Supply Partners: We collaborate with partners on ethical sourcing and promote sustainable practices, enhancing supply chain resilience.
Governance: We conduct business ethically and transparently, benefiting stakeholders through responsible governance.
These pillars not only guide our internal practices but also enhance the value we provide to our stakeholders.
SUSTAINABILITY GOVERNANCE
JBT Marel is dedicated to embedding sustainability across our operations, marked by the introduction of a comprehensive governance model in 2025. Central to this structure is the Governance and Sustainability Committee of the Board of Directors, which oversees sustainability risk identification, assessment, and mitigation, ensuring alignment with our business strategy.
The Executive Sustainability Committee implements strategies, monitors performance, and oversees regulatory compliance while promoting sustainability awareness and action toward the United Nations Sustainable Development Goals.
Supporting these efforts, the Corporate Sustainability Team leads strategy development, goal setting, program management, and external reporting, playing a crucial role in departmental support and stakeholder engagement. Additionally, our Commercial, Operations, and Supply Chain Sustainability Committees integrate sustainability into our commercial strategies, focus on internal environmental initiatives and community engagement, and work to build a resilient supply chain with sustainable sourcing, respectively.
| ii | JBT Marel Corporation 2026 Proxy Statement |
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2025 SUSTAINABILITY HIGHLIGHTS
We launched integration work to combine JBT’s and Marel’s policies, programs, training, and regulatory reporting.
To prepare for forthcoming EU Corporate Sustainability Reporting Directive reporting, we completed our first consolidated double materiality assessment following the combination of JBT and Marel. The information gained from this assessment includes our priority sustainability topics and their associated impacts, risks, and opportunities.
To streamline sustainability reporting and compliance across JBT Marel, we began integrating platforms for data collection. After go-live, the collection of electricity, natural gas, water and sewer data will be automated, eliminating manual data entry.
We issued our first sustainability report following the combination of JBT and Marel, which highlights how the company impacts customers, employees, communities, and the broader food ecosystem. The report is aligned with the Task Force on Climate Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB) frameworks.
We completed our first EcoVadis assessment, evaluating our sustainability management system across four core themes: Environment, Labor & Human Rights, Ethics, and Sustainable Procurement.
| JBT Marel Corporation 2026 Proxy Statement | iii |
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Proposals to Be Voted on at the Annual Meeting
| Proposal 1Election of Ten Directors | Board RecommendationFOR All Nominees | P | SeePage 1 |
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DIRECTOR NOMINEES
| Name | Age | Director Since | Independent | Audit Committee | Compensation and Human Resources Committee | Governance and Sustainability Committee |
|---|---|---|---|---|---|---|
| Barbara L. Brasier | 67 | 2019 | Yes | • | • | |
| Brian A. Deck | 57 | 2020 | No | |||
| Alan D. Feldman | 74 | 2008 | Yes | • | ||
| Svafa Grönfeldt | 61 | 2025 | Yes | • | ||
| Ólafur S. Gudmundsson | 56 | 2025 | Yes | • | • | |
| Charles L. Harrington | 67 | 2022 | Yes | • | • | |
| Lawrence V. Jackson | 72 | 2020 | Yes | • | • | |
| Polly B. Kawalek | 71 | 2008 | Yes | • | ||
| Arnar Thor Másson | 54 | 2025 | Yes | • | • | |
| Ann E. Savage | 69 | 2025 | Yes | • | ||
| • | Committee Chair | • | Committee Member |
|---|
SELECTED CURRENT CORPORATE GOVERNANCE PRACTICES
| Number of directors | Majority voting in uncontested director elections | Separation of Chairman and CEO roles |
| 10 | P Yes | P Yes |
| Number of independent directors | Stock ownership and retention guidelines for senior executives and directors | Stockholder engagement program |
| 9 | P Yes | P Yes |
| Average tenure of directors | Declassified Board | No poison pill |
| 6 years | P Yes | P Yes |
| iv | JBT Marel Corporation 2026 Proxy Statement |
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| Proposal 2 | Board Recommendation | ||
|---|---|---|---|
| Advisory Vote to Approve Named Executive Officer Compensation | FOR | P | SeePage 15 |
EXECUTIVE COMPENSATION HIGHLIGHTS
| Alignment with Stockholders for Named Executive OfficersTo 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. 87% of the Chief Executive Officer's and an average of 69% for other named executive officers' target compensation for 2025 is at-risk. | Financial Targets that Drive Growth and Align with Stockholders Interest Targets for our annual cash incentive plan require continued significant year-over-year growth in adjusted EBITDA, improvement in adjusted EBITDA margin, and a decrease in our financial leverage.The long-term incentive performance awards include three-year adjusted earnings per share (“EPS”) targets, targets for sustaining a high level of return on invested capital (“ROIC”), as well as the relative comparison in stock price and dividend growth compared to the S&P 1500 Industrial Machinery index constituents. |
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| Pay-for-Performance and Strong Emphasis on ResultsA significant portion—59%—of the Chief Executive Officer's and an average of 50% for other named executive officers' target compensation was tied to performance incentives for 2025.75% of the 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. | Competitive Pay OpportunitiesWe provide competitive pay opportunities aligned with industry standards and consistent with target levels within our comparator peer group, with appropriate differences based on individual experience, impact and performance. Total target compensation is generally consistent with median benchmark levels. |
| Proposal 3 | Board Recommendation | ||
|---|---|---|---|
| Ratification of Appointment of Independent Registered Public Accounting Firm for 2026 | FOR | P | SeePage 56 |
| JBT Marel Corporation 2026 Proxy Statement | v |
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| MESSAGE FROM OUR CHAIRMAN | |
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| NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS | |
| 2025 HIGHLIGHTS AND PROXY STATEMENT SUMMARY | i |
| PROPOSAL 1: ELECTION OF DIRECTORS | 1 |
| Proposal Summary | 1 |
| Nominees for Director | 2 |
| Information about the Board of Directors | 6 |
| Corporate Governance | 6 |
| Stockholder Engagement | 6 |
| Stockholder Communications to the Board | 6 |
| Director Independence | 6 |
| Director Skills, Expertise and Experience | 7 |
| Board Performance Evaluations | 8 |
| Board Succession Planning and Refreshment | 8 |
| Director Nominations | 8 |
| Board Leadership Structure | 8 |
| Committees of the Board | 9 |
| Role of the Board in Risk Oversight | 11 |
| Meetings | 11 |
| Executive Sessions of Independent Directors | 11 |
| Director Compensation | 12 |
| Transactions with Related Persons | 14 |
| PROPOSAL 2: SAY ON PAY | 15 |
| Proposal Summary | 15 |
| Compensation Discussion and Analysis | 17 |
| Compensation and Human Resources Committee Report | 41 |
| Compensation Tables and Explanatory Information | 42 |
| Summary Compensation Table | 42 |
| Grants of Plan-Based Awards Table | 44 |
| Outstanding Equity Awards at Fiscal Year-End Table | 45 |
| Option Exercises and Stock Vested Table | 46 |
| Non-Qualified Deferred Compensation Table | 46 |
| Potential Payments Upon Termination or Change in Control | 47 |
| Equity Compensation Plan Information | 51 |
| CEO Pay Ratio | 51 |
| Pay Versus Performance | 52 |
| PROPOSAL 3: AUDITOR APPOINTMENT | 56 |
| Proposal Summary | 56 |
| Audit Committee Report | 58 |
| SECURITY OWNERSHIP OF JBT MAREL | 59 |
| Management Ownership | 59 |
| Other Security Ownership | 60 |
| vi | JBT Marel Corporation 2026 Proxy Statement |
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| OTHER MATTERS | 61 |
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| Delinquent Section 16(a) Reports | 61 |
| Proposals for the 2027 Annual Meeting of Stockholders | 61 |
| Expenses Relating to the Proxy Solicitation | 61 |
| QUESTIONS AND ANSWERS ABOUT OUR 2026 ANNUAL MEETING | 62 |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES | 66 |
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by JBT Marel will be achieved. The factors that could cause JBT Marel’s actual results to differ materially from expectations include, but are not limited, to the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in JBT Marel’s most recent Annual Report on Form 10-K and in any subsequently filed Quarterly Reports on Form 10-Q. If one or more of those or other risks or uncertainties materialize, or if JBT Marel’s underlying assumptions prove to be incorrect, actual results may vary materially from what JBT Marel projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by JBT Marel’s forward-looking statements. The forward-looking statements included in this Proxy Statement are made only as of the date hereof, and JBT Marel undertakes no obligation to publicly update or revise any forward-looking statement made by JBT Marel or on its behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.
JBT Marel is providing its website address in this Proxy Statement solely for the information of investors. JBT Marel does not intend the address to be an active link, or to otherwise incorporate, the contents of the Company's website, including any materials that are noted in this Proxy Statement as being posted on the Company's website, into this Proxy Statement or into any of its other filings with the Securities and Exchange Commission.
| JBT Marel Corporation 2026 Proxy Statement | vii |
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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.