jbt-20250401

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

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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)

John Bean Technologies Corporation

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

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, 2025

Dear Stockholder:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of JBT Marel Corporation.


When: Thursday, May 15, 2025 Time: 9:30 a.m. Central Time Where: Virtual Only Meeting Who: Stockholders as of March 18, 2025	Voting Recommendations:

	P	For re-election of each of the Nominees for Director: Alan D. Feldman, Lawrence V. Jackson and Ann E. Savage

	P	For Non-Binding Resolution Regarding 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.

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.


We are hosting the Annual Meeting of Stockholders as a virtual meeting in 2025. You can attend the virtual annual meeting at the meeting time at www.virtualshareholdermeeting.com/JBTM2025. During this virtual meeting, you may ask questions and will be able to vote your shares electronically. 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.						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 revoke a proxy prior to its exercise at the meeting by following the instructions in the accompanying Proxy Statement.


Sincerely, /s/ Alan D. Feldman Alan 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

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 Meeting

Cast your vote on the meeting website during the Annual Meeting.

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

Proposal 1

Election of three Directors

Board Recommendation

FOR all nominees

See

Page 1


2025 Proxy Statement			i


Alan D. Feldman						Lawrence V. Jackson

Current Chairman of the Board of Directors for JBT Marel Corporation and former Chairman of the Board, President and Chief Executive Officer of Midas, Inc. Mr. Feldman provides our Board with the expertise and experience of a former chief executive officer and board chairman of an international retail, parts and services business.						Currently serving as Chairman of SourceMark,LLC and Senior Advisor for New Mountain Capital, LLC, a private investment firm. Mr. Jackson has over 30 years of senior executive and logistics management experience,with leading consumer product and food related companies, including Dollar General, Walmart, Safeway, and PepsiCo. He also has significant board leadership experience.

Ann E. Savage

Former Member of the Board of Directors of Marel hf. Ms. Savage joined our Board in January 2025 as part of our transaction with Marel hf. Ms. Savage brings over 40 years of manufacturing and food quality experience in the food industry, including leadership positions with Bakkavor Group PLC, manufacturer of prepared foods, and Gousto (trading name for SCA Investments Limited), a mealbox company engaged in preparing boxes of ingredients for home delivery.

Proposal 2

Board Recommendation

Advisory Vote on Named Executive Officer Compensation

FOR

See

Page 22

Proposal 3

Board Recommendation

Ratification of Appointment of Independent Registered Public Accounting Firm for 2025

FOR

See

Page 64


ii			2025 Proxy Statement

DIRECTOR NOMINEES

Name

Age

Director

Since

Independent

Audit

Committee

Compensation and Human Resources

Committee

Governance and Sustainability

Committee

Alan D. Feldman

2008

Yes

Lawrence V. Jackson

2020

Yes

Ann E. Savage

2025

Yes

____________________________________

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.


2025 Proxy Statement			iii

Selected Current Corporate Governance Practices

Number of directors

Majority voting in uncontested director elections

Director orientation and continuing education programs

Annual stockholder approval of executive compensation

P Yes

Number of independent directors

Stock ownership and retention guidelines for senior executives and directors

All audit committee members are “audit committee financial experts”

Stockholder engagement program

P Yes

Number of female directors

Annual election of Directors approved, fully effective in 2026

Code of business ethics and conduct and ethics hotline

No poison pill

P Yes

Average tenure of directors

5 years

Regular executive sessions of independent directors

Compensation claw-back policy

Board succession planning and skills matrix

P Yes

Percentage of female directors chairing committees

66.67%

Independent compensation consultant

Compensation Committee approved peer group for pay and performance comparisons

Separation of Chairman and CEO roles

P Yes

Number of ethnically/racially diverse directors

Competitive pay philosophy (50th percentile of market)

P Yes

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.


iv			2025 Proxy Statement

2022 - 2024 FINANCIAL PERFORMANCE HIGHLIGHTS


(dollars in millions except per share data)	2024		2023		2022
Total revenue	$	1,716.00	$	1,664.40	$	1,590.30
Operating income	$	118.40	$	164.70	$	132.60
Income from continuing operations	$	84.60	$	129.30	$	103.80
Net income	$	85.40	$	582.60	$	137.40
Diluted earnings per share from continuing operations	$	2.63	$	4.02	$	3.23
Diluted earnings per share from net income	$	2.65	$	18.13	$	4.28
Total assets	$	3,413.80	$	2,710.40	$	2,641.00
Long-term debt, less current portion	$	1,252.10	$	646.40	$	977.30

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.


2025 Proxy Statement			v

Table of Contents


MESSAGE FROM OUR CHAIRMAN

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

PROXY SUMMARY			i

PROPOSAL 1: BOARD OF DIRECTOR NOMINEES			1
Proposal Summary			1
Board of Directors			2
Information about the Board of Directors			7
Corporate Governance			7
Stockholder Engagement			7
Environmental, Social, and Corporate Governance			7
Meetings			11
Committees of the Board of Directors			11
Audit Committee			11
Compensation and Hu man Resources Committee			12
Governance and Sustainability Committee			15
Director Independence			16
Executive Sessions of Independent Directors			16
Stockholder Communications to the Board			17
Board Leadership Structure			17
Board Succession Planning			17
Diversity of Experience and Perspectives			18
Role of Board in Risk Oversight			18
Director Compensation			18
Compensation and Huma n Resources Committee Interlocks and Insider Participation in Compensation Decisions			20
Transactions with Related Persons			20

PROPOSAL 2: SAY ON PAY			22
Proposal Summary			22
Executive Compensation			23
Compensation Discussion and Analysis			25
Risk in Compensation Programs			47
Compensation and Human Resources Committee Report			48
Compensation Tables and Explanatory Information			49
Summary Compensation Table			49
Grants of Plan-Based Awards Table			51
Outstanding Equity Awards at Fiscal Year-End Table			52
Option Exercises and Stock Vested Table			53
Pension Benefits Table			53
Non-Qualified Deferred Compensation Table			55
Potential Payments Upon Termination			56
Securities Authorized for Issuance Under Equity Compensation Plans Table			60
CEO Pay Ratio			60
Pay Versus Performance			61


vi			2025 Proxy Statement



PROPOSAL 3: AUDITOR			67
Proposal Summary			67
Audit Committee Report			68
SECURITY OWNERSHIP OF JBT MAREL CORPORATION			70
Management Ownership			70

SEC Form DEF 14A filed by JBT Marel Corporation