Tyson Foods DEF 14A: Executive Pay Details Revealed

Ticker: TSN · Form: DEF 14A · Filed: Dec 18, 2024 · CIK: 100493

Tyson Foods, Inc. DEF 14A Filing Summary
FieldDetail
CompanyTyson Foods, Inc. (TSN)
Form TypeDEF 14A
Filed DateDec 18, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, proxy-statement, annual-filing

TL;DR

Tyson Foods dropped its DEF 14A - exec pay details are out, check Donnie King's awards.

AI Summary

Tyson Foods, Inc. filed its DEF 14A on December 18, 2024, detailing executive compensation for the fiscal year ending September 28, 2024. The filing includes information on equity awards granted to key executives, such as Donnie King, with details on performance-based and time-based awards. Specific dollar amounts for these awards are presented in summary compensation tables.

Why It Matters

This filing provides transparency into how Tyson Foods compensates its top executives, which can influence investor perception and corporate governance.

Risk Assessment

Risk Level: low — This is a routine annual filing disclosing executive compensation and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

  • 2024-09-28 — Fiscal Year End (The period covered by the executive compensation disclosures.)
  • 20241218 — Filing Date (The date Tyson Foods submitted this DEF 14A filing.)

Key Players & Entities

  • TYSON FOODS, INC. (company) — Filer of the DEF 14A
  • Donnie King (person) — Executive mentioned in compensation tables
  • 2024-09-28 (date) — Fiscal year end for compensation reporting
  • 20241218 (date) — Filing date

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes and provide detailed information about matters to be voted on at an annual or special meeting of shareholders, including executive compensation.

Who is Donnie King and what is his role at Tyson Foods?

Donnie King is identified as a member (tsn:DonnieKingMember) and is listed in the summary compensation tables, indicating he is a key executive, likely the CEO or a high-ranking officer, whose compensation is detailed in this filing.

What types of equity awards are detailed for executives?

The filing mentions 'EqtyAwrdsInSummryCompstnTblForAplblYrMember' (Equity Awards in Summary Compensation Table for Applicable Year) and 'EqtyAwrdsAdjsExclgValRprtdInSummryCompstnTblMember' (Equity Awards Adjusted Excluding Value Reported in Summary Compensation Table), suggesting both performance-based and time-based equity awards are disclosed.

What is the fiscal year end for Tyson Foods?

The fiscal year end for Tyson Foods, as indicated in the filing, is September 28, 2024 (2024-09-28).

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on December 18, 2024 (20241218).

Filing Stats: 4,666 words · 19 min read · ~16 pages · Grade level 15.4 · Accepted 2024-12-18 10:42:56

Filing Documents

Security Ownership of Certain Beneficial Owners 6

Security Ownership of Certain Beneficial Owners 6

Security Ownership of Management 7

Security Ownership of Management 7 Election of Directors 8 Board of Directors and Corporate Governance Information 15 Family and Other Relationships 15 Director Independence 15 Board and Shareholder Meetings 15 Board Leadership Structure 15 Board Role in Risk Oversight 15 Executive Sessions; Lead Independent Director 16 Committees of the Board 16 Director Candidates 18 Board Refreshment 19 Corporate Governance Principles; Committee Charters; Code of Conduct 19 Compensation Committee Interlocks and Insider Participation 19 Environmental, Social and Governance 19 Human Capital Management 20 Political Contributions and Expenditures Policy 21 Director Compensation for Fiscal Year 2024 22 Ratification of Independent Registered Public Accounting Firm 25 Audit Fees 25 Audit-Related Fees 25 Tax Fees 25 All Other Fees 25 Audit Committee Pre-Approval Policy 25 Approval of the Amendment and Restatement of the Tyson Foods, Inc. 2000 Stock Incentive Plan 27 Shareholder Proposals 32 Shareholder Proposal Regarding Reporting the Disaggregation of Shareholder Voting Results 32 Board of Directors' Statement In Opposition to Shareholder Proposal Regarding Reporting the Disaggregation of Shareholder Voting Results 33 Compensation Discussion and Analysis 34 Introduction 34 Fiscal Year 2024 Financial Results 34 Compensation Philosophy and Objectives 34 Compensation Governance 35 How We Determine Compensation 35 How NEOs Are Compensated 37 Elements of Compensation 37 Executive Transitions 45 Employment Contracts and Executive Severance Plan 45 Certain Benefits Upon a Change in Control 46 Accounting Considerations 47 Stock Ownership Requirements 47 Policy on Hedging and Pledging 47 Clawback Policy 47 Risk Considerations in Our Overall Compensation Program 48 i TABLE OF CONTENTS Report of the Compensation and Leadership Development Committee 48

Executive Compensation 49

Executive Compensation 49 Summary Compensation Table for Fiscal Year 2024 49 Grants of Plan-Based Awards During Fiscal Year 2024 51 Outstanding Equity Awards at 2024 Fiscal Year-End 52 Option Exercises and Stock Vested During Fiscal Year 2024 54 Pension Benefits 55 Nonqualified Deferred Compensation for Fiscal Year 2024 56 Potential Payments Upon Termination 57 Potential Payments Upon a Change in Control 59 CEO Pay Ratio Disclosure 61 Pay Versus Performance Disclosure 62 MNPI Disclosure 65 Report of the Audit Committee 66 Certain Transactions 67 Delinquent Section 16(a) Reports 68 Shareholder Proposals and Director Nominations 68 Shareholder Communications 69 Expenses of Solicitation 69 Availability of Annual Report on Form 10-K 69 Other Matters 69 Exhibit A - Tyson Foods, Inc. 2000 Stock Incentive Plan (As Amended and Restated as of February 6, 2025) A- 1 Frequently Requested Information Board Leadership Structure 15 CEO Pay Ratio Disclosure 61 Certain Transactions 67 Clawback Policy 47 Committees of the Board 16 Director Compensation for Fiscal Year 2024 22 Director Nominee Diversity, Tenure and Age iv Environmental, Social and Governance 19 Human Capital Management 20 Pay Versus Performance Disclosure 62 Policy on Hedging and Pledging 47 Political Contributions and Expenditures Policy 21 Stock Ownership Requirements 47 ii PROXY STATEMENT SUMMARY This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting, or at any adjournments or postponements thereof. This summary highlights information contained elsewhere in this Proxy Statement but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted on at the Annual Meeting, or at any adjournments or postponements thereof, and our fiscal year 2024 performanc

EXECUTIVE COMPENSATION SUMMARY

EXECUTIVE COMPENSATION SUMMARY Our executive compensation program is based on a strong link between pay and performance, which we believe results in a better alignment of compensation with Company goals and shareholder interests. Through our executive compensation program, we emphasize attainment of Company goals, both short-term and long-term, and seek to foster a commitment to performance that enhances sustainable shareholder value. Our key executive compensation practices include the following: High percentage of pay is variable and at risk Strong stock ownership guidelines Balanced mix of short-term and long-term incentives Performance targets set at challenging levels that seek to balance short-term and long-term goals We provide a compensation package designed to attract, motivate and retain top executive talent for the long-term. We believe that total compensation opportunities should reflect each executive officer's role, skills, experience level and individual contributions to the Company and be competitive with the organizations with which we compete for talent. We also believe that as an executive officer's responsibility increases, a significant portion of their compensation should be dependent on Company earnings and performance goals. In fiscal year 2024, approximately 87% of the target total compensation opportunity for our continuing named executive officers was at risk. In addition, in fiscal year 2024, we continued to include a "Leadership Scorecard" modifier in our Annual Incentive Compensation Plan for Senior Executive Officers ("Executive Incentive Plan"). Detailed information regarding our executive compensation programs, practices and philosophy can be found in the sections titled "Compensation Discussion and Analysis" and "Executive Compensation" in this Proxy Statement. HOW PAY IS TIED TO COMPANY PERFORMANCE Incentive payments under the Company's Executive Incentive Plan are based on performance measures established by the Compensa

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