Bunge Global SA
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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.
Dec 31, 2025 · Filed Apr 10, 2026
Contents
Overview
Pay and Performance
Performance drives pay. The Human Resources and Compensation Committee actively monitors the relationship between pay and performance, and strives to maintain a strong relationship between the two.
| Bunge's executive compensation philosophy is built upon a strong foundation of linking pay with performance | Align the interests of executives with long-term interests of shareholders | The majority of each executive's pay opportunity is delivered in the form of equity-based long-term incentives with multi-year vesting | ||
|---|---|---|---|---|
| Drive business goals and strategies | Incentive plan targets are directly tied to strategic business goals and initiatives, and are based upon metrics that drive long-term value creation | |||
| Reward profitable growth and increased shareholder value | Performance metrics balance earnings and returns on investment and the pay mix delivers a majority of pay through equity, resulting in realized compensation in-line with the creation of long-term shareholder value |
In 2025, we continued to have performance-based sustainability goals as a component of the annual incentive bonuses paid to our executive team and nearly 11,000 of our employees. The resulting payout is directly impacted by our attainment of these goals.
In addition, we are committed to clarity of compensation disclosures and maintaining strong compensation governance practices to support the pay-for-performance principles of our executive compensation program. Our culture closely aligns the program with the interests of our shareholders.
| WHAT WE DO | WHAT WE DON'T DO |
| ü We Do award 77% of target total compensation for our CEO and 60% for other NEOs on average in long-term equity-based incentives, a majority of which are performance-basedü We Do use multiple performance metrics for short-term and long-term awardsü We Do conduct an annual compensation risk assessment for employee incentive plansü We Do have robust share ownership guidelines for directors, executive officers and other senior leadersü We Do have executive recoupment policies, including a clawback policy that is intended to comply with Dodd-Frank rules adopted by the SEC and the NYSE | O We Don't allow repricing of stock options or buy out underwater stock options without shareholder approvalO We Don't have single trigger change of control provisionsO We Don't have golden parachute excise tax gross upsO We Don't allow hedging or pledging of Company shares or holding Company shares in margin accountsO We Don't allow transactions by directors, officers and Company insiders in Company stock without pre-clearanceO We Don't have excessive executive perquisites |
Bunge | 2026 Proxy Statement 47
Pay Structure and Highlights
Highly performance-leveraged and focused on long-term equity incentives. In furtherance of aligning our executive compensation program with shareholders' interests, it is our practice to deliver the majority of NEO compensation in the form of long-term incentives with a majority that are only earned upon achievement of pre-established financial goals. For 2025, long-term incentives consisted of a mix of 60% performance-based restricted stock units ("PBRSUs") and 40% time-based restricted stock units ("TBRSUs") for all NEOs. The Human Resources and Compensation Committee reviews this mix annually.
Key Elements of 2025 Executive Compensation
| Pay Element | Pay Philosophy | Components | Performance Link | |
|---|---|---|---|---|
| Base Salary | Varies based on role, skill level and individual contributions | Cash | Sustained Individual Performance | |
| Annual Incentive Plan ("AIP")(1) | Driven by achievement of the company and individual performance against strategic priorities | Cash | Bunge Financial Performance(Adj PBT(I)(2) +/- Scorecard Objectives Modifier) | |
| Individual Performance / Strategic Goals | ||||
| Long-Term Incentive Plan("LTIP") | Aligns interests of executives with shareholders and drives achievement of sustained long-term value creation | PBRSUs | 3-Year Cumulative EPS | |
| 3-Year Average AROIC | ||||
| 3-Year RTSR (Modifier) | ||||
| Stock Price Appreciation | ||||
| TBRSUs | ||||
(1)In lieu of the AIP, Mr. Dimopoulos is eligible for the annual Risk Management & Optimization Incentive ("RMOI") award. Details regarding the RMOI award are set forth on page 56 of this proxy statement.
(2)Adj PBT(I) represents adjusted Profit Before Taxes (EBIT less Net Interest Expense), plus the annual expense for business results of Bunge's global incentive plans (including social charges), adjusted for notables and timing differences.
Target Mix of Executive Compensation
Our CEO’s target total direct compensation (base salary, target annual incentive and target long-term incentive) includes a mix of pay that is heavily weighted to long-term, equity-based incentives (77%). On average, our NEOs other than our CEO have 60% of total compensation targeted to be paid in long-term, equity-based incentives.
| Base Salary | Annual Cash Incentive | Long-Term Equity Incentive | |
|---|---|---|---|
| CEOTarget Total Compensation Mix(1) | 8% | 15% | 77% |
| 92% Variable | |||
| Base Salary | Annual Cash Incentive | Long-Term Equity Incentive | |
|---|---|---|---|
| Other NEOTarget Total Compensation Mix(1) | 19% | 21% | 60% |
| 81% Variable | |||
(1) Base salary, target annual cash incentive and target value of long-term equity incentive awards at grant. Mr. Mattiske's compensation is excluded from the Other NEO average shown above.
Bunge | 2026 Proxy Statement 48
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.