Not independent
Tenure on this board
1.4 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Long Wan, Hank Shenghua He, Raymond A. Starling); ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year ending Jan 2, 2027; and approve, on an advisory basis, the compensation paid to named executive officers for fiscal year 2025 as disclosed in the proxy statement.
Election of three Class II director nominees—Long Wan, Hank Shenghua He and Raymond A. Starling—to serve three-year terms expiring at the 2029 Annual Meeting of Shareholders.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Smithfield Foods’ independent registered public accounting firm for the fiscal year ending January 2, 2027.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal year 2025 as disclosed in the proxy statement.
This advisory "say-on-pay" proposal asks shareholders to approve the Company’s overall executive compensation program as disclosed in the proxy statement for fiscal year 2025. Management seeks shareholder approval to validate its design: a mix of base salary, significant performance-based annual incentives (paid 70% cash / 30% restricted stock units plus 10% in stock options), and post-IPO equity awards intended to align executive interests with long‑term shareholder value. The Compensation Committee and Board state that targets were set to motivate strong Normalized Net Income and other segment and volume metrics, with discretion to adjust payouts for individual performance or extraordinary events. The program aims to balance short-term operational incentives and long-term equity-based alignment while remaining competitive to attract and retain senior talent in the industry. The vote is non-binding but management will consider the outcome when making future compensation decisions and the Board recommends a "FOR" vote, arguing the program is reasonable, competitive and aligned with performance. Key context: the Company completed an IPO in January 2025, adopted a new omnibus incentive plan, and continues to transition compensation governance from its prior WH Group oversight to a Compensation Committee-led process with an external consultant. Potential governance considerations include that the Company qualifies as a controlled company (WH Group owns a majority) which affects committee composition, and that certain performance targets are not disclosed because of competitive sensitivity. A sophisticated evaluation should weigh the program’s heavy performance orientation (target-level bonuses characterized as "strong performance"), the significant pension and severance benefits disclosed, the post-IPO equity grants and their vesting schedules, and the Compensation Committee’s retained discretion to adjust outcomes. Given these factors, shareholders voting on merit should consider whether the disclosed metrics and governance safeguards sufficiently tie pay to sustainable shareholder value and whether disclosure of competitively sensitive targets limits shareholders’ ability to fully assess pay‑for‑performance alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TWO SIGMA INVESTMENTS, LP | 1.07% | 4,216,930 | $118M |
| 2 | LSV ASSET MANAGEMENT | 0.58% | 2,286,616 | $64M |
| 3 | MORGAN STANLEY | 0.45% | 1,765,589 | $49M |
| 4 | FMR LLC | 0.43% | 1,705,200 | $48M |
| 5 | JACOBS LEVY EQUITY MANAGEMENT, INC | 0.37% | 1,462,146 | $41M |
| 6 | Qube Research Technologies Ltd | 0.33% | 1,311,188 | $37M |
| 7 | Fourth Sail Capital LP | 0.28% | 1,116,165 | $31M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 0.28% | 1,113,467 | $31M |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.28% | 1,097,246 | $31M |
| 10 | FMR LLC | 0.26% | 1,031,961 | $29M |
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