John Bean Technologies Corp. Schedules 2024 Annual Meeting of Stockholders
Ticker: JBTM · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 1433660
| Field | Detail |
|---|---|
| Company | John Bean Technologies Corp (JBTM) |
| Form Type | DEF 14A |
| Filed Date | Mar 28, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $808.2 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Executive Compensation, Director Elections, Auditor Ratification
TL;DR
<b>John Bean Technologies Corp. invites stockholders to its virtual 2024 Annual Meeting on May 10, 2024, to vote on director elections, executive compensation, and auditor ratification.</b>
AI Summary
John Bean Technologies CORP (JBTM) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. The 2024 Annual Meeting of Stockholders for John Bean Technologies Corporation will be held virtually on May 10, 2024, at 9:30 a.m. Central Time. Stockholders of record as of March 13, 2024, are eligible to attend the meeting. Key agenda items include the re-election of directors C. Maury Devine and Charles L. Harrington. The meeting will also include a non-binding vote on Named Executive Officer compensation and ratification of the auditor appointment. The company emphasizes its executive compensation program is designed to be performance-based and place a significant portion of compensation at risk.
Why It Matters
For investors and stakeholders tracking John Bean Technologies CORP, this filing contains several important signals. This filing is a DEF 14A, indicating it's a definitive proxy statement providing detailed information for stockholders ahead of the annual meeting. The company highlights its commitment to performance-based executive compensation, aligning executive interests with long-term stockholder value.
Risk Assessment
Risk Level: low — John Bean Technologies CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational disclosures that would indicate significant risk.
Analyst Insight
Stockholders should review the proxy statement to understand the company's proposed director nominees, executive compensation structure, and auditor ratification before the May 10th meeting.
Key Numbers
- 2024-05-10 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders)
- 9:30 a.m. Central Time — Annual Meeting Time (Time of the 2024 Annual Meeting of Stockholders)
- 2024-03-13 — Record Date (Stockholders as of this date are eligible to attend the meeting)
Key Players & Entities
- John Bean Technologies Corp. (company) — Registrant name
- C. Maury Devine (person) — Nominee for Director
- Charles L. Harrington (person) — Nominee for Director
- Dodd-Frank Wall Street Reform and Consumer Protection Act (regulator) — Legislation requiring advisory vote on executive compensation
FAQ
When did John Bean Technologies CORP file this DEF 14A?
John Bean Technologies CORP filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by John Bean Technologies CORP (JBTM).
Where can I read the original DEF 14A filing from John Bean Technologies CORP?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by John Bean Technologies CORP.
What are the key takeaways from John Bean Technologies CORP's DEF 14A?
John Bean Technologies CORP filed this DEF 14A on March 28, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for John Bean Technologies Corporation will be held virtually on May 10, 2024, at 9:30 a.m. Central Time.. Stockholders of record as of March 13, 2024, are eligible to attend the meeting.. Key agenda items include the re-election of directors C. Maury Devine and Charles L. Harrington..
Is John Bean Technologies CORP a risky investment based on this filing?
Based on this DEF 14A, John Bean Technologies CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational disclosures that would indicate significant risk.
What should investors do after reading John Bean Technologies CORP's DEF 14A?
Stockholders should review the proxy statement to understand the company's proposed director nominees, executive compensation structure, and auditor ratification before the May 10th meeting. The overall sentiment from this filing is neutral.
How does John Bean Technologies CORP compare to its industry peers?
John Bean Technologies Corporation operates in the industrial machinery sector, focusing on specialized equipment.
Are there regulatory concerns for John Bean Technologies CORP?
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.
Industry Context
John Bean Technologies Corporation operates in the industrial machinery sector, focusing on specialized equipment.
Regulatory Implications
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.
What Investors Should Do
- Review the list of director nominees and their qualifications.
- Understand the company's executive compensation philosophy and performance metrics.
- Evaluate the proposed auditor and cast an informed vote.
Key Dates
- 2024-05-10: Annual Meeting of Stockholders — Key date for voting on directors, executive compensation, and auditor.
- 2024-03-13: Record Date — Determines eligibility to attend and vote at the annual meeting.
- 2024-03-28: Filing Date — Date the definitive proxy statement was filed with the SEC.
Year-Over-Year Comparison
This is a DEF 14A filing for the 2024 Annual Meeting, providing details on upcoming votes and company governance.
Filing Stats: 4,419 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2024-03-28 10:29:56
Key Financial Figures
- $808.2 million — n in exchange for cash consideration of $808.2 million. As a result, the financial results of
Filing Documents
- jbt-20240328.htm (DEF 14A) — 1246KB
- jbt-20240328_g1.jpg (GRAPHIC) — 6KB
- jbt-20240328_g10.jpg (GRAPHIC) — 2KB
- jbt-20240328_g11.jpg (GRAPHIC) — 1KB
- jbt-20240328_g12.jpg (GRAPHIC) — 8KB
- jbt-20240328_g13.jpg (GRAPHIC) — 7KB
- jbt-20240328_g14.jpg (GRAPHIC) — 6KB
- jbt-20240328_g15.jpg (GRAPHIC) — 6KB
- jbt-20240328_g16.jpg (GRAPHIC) — 8KB
- jbt-20240328_g17.jpg (GRAPHIC) — 194KB
- jbt-20240328_g18.jpg (GRAPHIC) — 46KB
- jbt-20240328_g19.jpg (GRAPHIC) — 51KB
- jbt-20240328_g2.jpg (GRAPHIC) — 7KB
- jbt-20240328_g20.jpg (GRAPHIC) — 47KB
- jbt-20240328_g21.jpg (GRAPHIC) — 23KB
- jbt-20240328_g22.jpg (GRAPHIC) — 26KB
- jbt-20240328_g23.jpg (GRAPHIC) — 50KB
- jbt-20240328_g24.jpg (GRAPHIC) — 718KB
- jbt-20240328_g25.jpg (GRAPHIC) — 656KB
- jbt-20240328_g26.jpg (GRAPHIC) — 657KB
- jbt-20240328_g27.jpg (GRAPHIC) — 687KB
- jbt-20240328_g28.jpg (GRAPHIC) — 77KB
- jbt-20240328_g29.jpg (GRAPHIC) — 41KB
- jbt-20240328_g3.jpg (GRAPHIC) — 8KB
- jbt-20240328_g30.jpg (GRAPHIC) — 66KB
- jbt-20240328_g31.jpg (GRAPHIC) — 53KB
- jbt-20240328_g32.jpg (GRAPHIC) — 76KB
- jbt-20240328_g33.jpg (GRAPHIC) — 68KB
- jbt-20240328_g34.jpg (GRAPHIC) — 70KB
- jbt-20240328_g35.jpg (GRAPHIC) — 80KB
- jbt-20240328_g36.jpg (GRAPHIC) — 410KB
- jbt-20240328_g37.jpg (GRAPHIC) — 183KB
- jbt-20240328_g4.jpg (GRAPHIC) — 2KB
- jbt-20240328_g5.jpg (GRAPHIC) — 1KB
- jbt-20240328_g6.jpg (GRAPHIC) — 3KB
- jbt-20240328_g7.jpg (GRAPHIC) — 3KB
- jbt-20240328_g8.jpg (GRAPHIC) — 7KB
- jbt-20240328_g9.jpg (GRAPHIC) — 8KB
- 0001433660-24-000015.txt ( ) — 11987KB
- jbt-20240328.xsd (EX-101.SCH) — 3KB
- jbt-20240328_def.xml (EX-101.DEF) — 3KB
- jbt-20240328_lab.xml (EX-101.LAB) — 6KB
- jbt-20240328_pre.xml (EX-101.PRE) — 4KB
- jbt-20240328_htm.xml (XML) — 50KB
EXECUTIVE COMPENSATION 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 portio n, 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 als
Executive Compensation
Executive Compensation 19 Compensation Discussion and Analysis 21 Risk in Compensation Programs 44 Compensation Committee Report 45 Compensation Tables and Explanatory Information 46 Summary Compensation Table 46 Grants of Plan-Based Awards Table 48 Outstanding Equity Awards at Fiscal Year-End Table 49 Option Exercises and Stock Vested Table 50 Pension Benefits Table 50 Non-Qualified Deferred Compensation Table 52 Potential Payments Upon Termination 52 Securities Authorized for Issuance Under Equity Compensation Plans Table 57 CEO Pay Ratio 57 Pay Versus Performance 58 2024 Proxy Statement v PROPOSAL 3: AUDITOR 64 Proposal Summary 64 Audit Committee Report 65
SECURITY OWNERSHIP OF JOHN BEAN TECHNOLOGIES CORPORATION
SECURITY OWNERSHIP OF JOHN BEAN TECHNOLOGIES CORPORATION 67 Management Ownership 67 Other Security Ownership 68 OTHER MATTERS 69 Delinquent Section 16(A) Reports 69 Code of Ethics 69 Proposals for the 2025 Annual Meeting of Stockholders 69 Expenses Relating to the Proxy Solicitation 69 QUESTIONS AND ANSWERS ABOUT OUR 2024 ANNUAL MEETING 71 vi 2024 Proxy Statement Table of Contents Proposal 1 – Board of Director Nominees Proposal Election of Directors Board Recommendation The Board of Directors recommends that you vote FOR each director nominee P PROPOSAL SUMMARY The re-election of two Directors. The Board of Directors currently consists of seven members. We currently have three classes of directors, each class being of approximate equal size. At our 2023 Annual Meeting of Stockholders, our stockholders approved a proposal to amend our Certificate of Incorporation to transition to annual elections of all of our directors, beginning at this year's Annual Meeting. Our Certificate of Incorporation was amended on May 15, 2023 to implement this change on a staggered basis. As a result, the term for this year's Board nominees will be two years expiring at the 2026 Annual Meeting of Stockholders. Beginning with our 2025 Annual Meeting of Stockholders and at all annual meetings thereafter, directors whose terms are expiring, and any successors, will be elected to serve one year terms. Until the 2025 Annual Meeting, class terms will expire on a rolling basis, so that one class of directors is elected each year. Beginning with the 2026 annual meeting of stockholders, the entire Board will be elected annually. The nominees for director this year are C. Maury Devine and Charles L. Harrington. The continuing directors are Barbara L. Brasier, Brian A. Deck, Alan D. Feldman, Lawrence V. Jackson and Polly B. Kawalek. Information about the nominees, the continuing directors and the Board of Directors as a whole is contained in the section of