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Hormel Foods DEF 14A 2016

Table of Contents

 

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

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12

 

Hormel Foods Corporation

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 



Table of Contents

 

 

HORMEL FOODS CORPORATION

 

AUSTIN, MINNESOTA

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

 

To the Stockholders:

 

The Annual Meeting of Stockholders of Hormel Foods Corporation, a Delaware corporation, will be held in the Richard L. Knowlton Auditorium of the Austin High School, 300 NW 4th Street, Austin, Minnesota, on Tuesday, January 31, 2017, at  8:00 p.m. Central Standard Time.  The items of business are:

 

1.              Elect a board of 14 directors for the ensuing year;

 

2.              Ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 29, 2017;

 

3.              Advisory vote to approve Named Executive Officer compensation as disclosed in the Company’s 2017 annual meeting proxy statement;

 

4.              Advisory vote to determine the frequency (annual, biennial or triennial) of the stockholder advisory vote to approve Named Executive Officer compensation;

 

5.              Vote on a stockholder proposal, if presented at the meeting; and

 

6.              Such other matters as may properly come before the meeting.

 

The Board of Directors has fixed December 2, 2016, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

 

 

By Order of the Board of Directors

 

 

BRIAN D. JOHNSON

 

Vice President and

 

Corporate Secretary

December 21, 2016

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 31, 2017

The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

 



Table of Contents

 

TABLE OF CONTENTS

 

 

Page

 

 

GENERAL INFORMATION

1

 

 

MEETING ADMISSION

2

 

 

CONDUCT OF MEETING

2

 

 

ITEM 1 – ELECTION OF DIRECTORS

3

 

 

DIRECTOR NOMINEES

4

 

 

CORPORATE GOVERNANCE

7

 

 

Corporate Governance Guidelines

7

Board Leadership Structure

7

Code of Ethical Business Conduct

8

Stock Ownership Guidelines

8

Board Independence

8

Board of Director and Committee Meetings

9

Board Role in Risk Oversight

11

Policy Regarding Attendance at Annual Meetings

11

Board Communication

11

 

 

COMPENSATION OF DIRECTORS

11

 

 

AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

13

 

 

Audit Committee Report

13

Independent Registered Public Accounting Firm Fees

13

Audit Committee Preapproval Policies and Procedures

14

 

 

ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

14

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

14

 

 

SECURITY OWNERSHIP OF MANAGEMENT

15

 

 

EXECUTIVE COMPENSATION

15

 

 

COMPENSATION COMMITTEE REPORT

15

 

 

COMPENSATION DISCUSSION AND ANALYSIS

16

 

 

Compensation Overview

16

Say-on-Pay

16

Executive Compensation Programs

17

Base Salary

17

 

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Operators’ Share Incentive Compensation Plan

17

Annual Incentive Plan

17

Long-Term Incentives

19

Stock Incentives

20

Clawback Policy

21

Pension Plan

21

Supplemental Executive Retirement Plan

22

Nonqualified Deferred Compensation Plan

22

Survivor Income Protection Plan

22

Perquisites

22

How Annual Compensation Decisions are Made

23

Tax Deductibility

24

 

 

ANALYSIS OF RISK ASSOCIATED WITH OUR COMPENSATION PLANS

24

 

 

COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs)

25

 

 

SUMMARY COMPENSATION TABLE

25

ALL OTHER COMPENSATION

26

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2016

27

OUTSTANDING EQUITY AWARDS AT FISCAL 2016 YEAR END

28

VESTING SCHEDULE FOR UNEXERCISABLE OPTIONS

29

OPTION EXERCISES FOR FISCAL 2016

29

PENSION BENEFITS

30

NONQUALIFIED DEFERRED COMPENSATION

30

POTENTIAL PAYMENTS UPON TERMINATION

31

POTENTIAL PAYMENTS UPON TERMINATION AT FISCAL 2016 YEAR END

31

 

 

ITEM 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

32

 

 

ITEM 4 – ADVISORY VOTE ON FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION

33

 

 

ITEM 5 – STOCKHOLDER PROPOSAL: SIMPLE MAJORITY VOTE COUNTING

34

 

 

RELATED PARTY TRANSACTIONS

36

 

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

36

 

 

VIEWING AND DELIVERY OF PROXY MATERIALS

37

 

 

STOCKHOLDER PROPOSALS FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

37

 

 

OTHER MATTERS

37

 

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PROXY STATEMENT

 

HORMEL FOODS CORPORATION
(CUSIP No. 440452100)
1 HORMEL PLACE
AUSTIN, MINNESOTA 55912

 

The enclosed proxy is solicited by the Board of Directors of Hormel Foods Corporation (“Company”) for use at the Annual Meeting of Stockholders to be held on January 31, 2017.  This proxy statement and form of proxy, or a Notice of Internet Availability of Proxy Materials, are first being mailed to stockholders on or about December 21, 2016.

 

GENERAL INFORMATION

 

Voting Securities -   Only stockholders of record at the close of business as of December 2, 2016 are entitled to vote at the meeting.  The Company had 528,801,691 shares of common stock outstanding as of December 2, 2016.  Each share of stock is entitled to one vote.  There is no cumulative voting.  The Company has no other class of shares outstanding.

 

Quorum -   A majority of the outstanding shares will constitute a quorum at the meeting.

 

Voting Your Proxy -   Whether or not you plan to attend the meeting, we encourage you to grant a proxy to vote your shares.  Follow the instructions on your proxy card or electronic delivery notice to cast your vote via the internet or telephone.  If you received a proxy card, you may vote your shares by completing the card with your vote, signature and date, and returning it by mail in the envelope provided.

 

The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:

 

 

Vote Required

Voting
Options

Board
Recommendation
(1)

Broker
Discretionary
Voting
Allowed
(2)

Impact of
Abstention
(3)

Item 1: Elect 14 directors

Majority of the votes cast(4)(5)

“FOR”
“AGAINST”
“ABSTAIN”

“FOR”

No

None

Item 2: Ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending October 29, 2017

Majority of votes present in person or by proxy and entitled to vote on this item

“FOR”
“AGAINST”
“ABSTAIN”

“FOR”

Yes

“AGAINST”

Item 3: Advisory vote to approve Named Executive Officer compensation as disclosed in the Company’s 2017 annual meeting proxy statement

Majority of the votes cast(4)

“FOR”
“AGAINST”
“ABSTAIN”

“FOR”

No

None

Item 4: Advisory vote to determine the frequency of the stockholder advisory vote to approve Named Executive Officer compensation

The frequency option that receives the highest number of votes will be considered the advisory vote of stockholders

“1 YEAR”
“2 YEARS”
“3 YEARS”
“ABSTAIN”

“1 YEAR”

No

None

Item 5: Vote on a stockholder proposal, if presented at the meeting

Majority of votes present in person or by proxy and entitled to vote on this item

“FOR”
“AGAINST”
“ABSTAIN”

“AGAINST”

No

“AGAINST”

 

(1)                                 If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations set forth above.

 

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(2)                                 If a stockholder holds shares in “street name” and does not provide voting instructions to the holder of the account regarding non-discretionary matters, such shares are considered “broker nonvotes.”   “Street name” means the shares are held in a stock brokerage account or by a bank, trust or other institution.  Broker nonvotes are counted for purposes of determining the presence of a quorum for the transaction of business.  Shares represented by broker nonvotes are not considered entitled to vote and thus are not counted for purposes of determining whether a proposal has been approved.  The New York Stock Exchange (“NYSE”) rules determine whether uninstructed brokers have discretionary voting power on a particular proposal.

 

(3)                                 Shares represented by abstentions are counted for purposes of determining the presence of a quorum for the transaction of business and as shares represented at the meeting.

 

(4)                                 A majority of the votes cast means that there are more “FOR” votes than “AGAINST” votes.

 

(5)                                 An incumbent director who is not re-elected under this standard must promptly offer to resign.  The Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale.  In the event of a contested election, directors will be elected by a plurality of the votes cast.

 

The persons appointed as proxies will vote in their discretion on other matters as may properly come before the meeting.

 

Revoking Your Proxy and Changing Your Vote -   You may revoke your proxy or change your vote at any time before it is exercised by submitting a later-dated proxy, voting in person at the meeting or sending a written notice of revocation to the Corporate Secretary.

 

Expenses -   The expenses of soliciting proxies will be paid by the Company.  Proxies may be solicited at Company expense personally, or by mail, telephone or electronic communication, by directors, officers and other employees.  Such persons will not receive additional compensation.  The Company will reimburse banks, brokerage firms and other nominees for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.  Your cooperation in promptly granting a proxy to vote your shares will help to avoid additional expense.

 

MEETING ADMISSION

 

The following persons will be admitted to the Annual Meeting of Stockholders to be held on January 31, 2017:

 

·                  Stockholders of record at the close of business on December 2, 2016, and their immediate family members;

 

·                  Individuals holding written proxies executed by stockholders of record at the close of business on December 2, 2016;

 

·                  Stockholders who provide a letter or account statement from their broker, bank or other nominee showing that they owned stock held in the name of the broker, bank or other nominee at the close of business on December 2, 2016, and their immediate family members;

 

·                  Stockholders by virtue of stock held in the Company’s Employee Stock Purchase Plan;

 

·                  Other individuals with the approval of the Corporate Secretary; and

 

·                  One authorized representative of stockholders that are corporations or other entities.  Additional authorized representatives may be admitted with the approval of the Corporate Secretary.

 

If you are not able to attend, we will have video of the meeting available on the internet after February 1, 2017.  To view this video, follow these instructions:

 

1.                                      Go to the “Newsroom” section of http://www.hormelfoods.com/;

 

2.                                      Click on the “Annual Meeting” story under Company News; and

 

3.                                      Locate the video within the Annual Meeting story content and click play.

 

CONDUCT OF MEETING

 

The Chairman will preside over the Annual Meeting of Stockholders pursuant to the Bylaws and by action of the Board of Directors.  The Chairman has broad authority to ensure the orderly conduct of the meeting.  This includes discretion to recognize stockholders or proxies who wish to speak and to determine the extent of discussion on each item of business.  Rules governing the conduct of the meeting will be distributed at the meeting along with the agenda.  The Chairman may also rely on applicable law regarding disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all stockholders.

 

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ITEM 1 – ELECTION OF DIRECTORS

 

Identifying and Evaluating Nominees for Director -  The Governance Committee is responsible for establishing procedures to identify and review the qualifications of all nominees for Board membership.  The Committee considers recommendations of director candidates made by directors, senior management, and the Company’s stockholders.  The Committee applies the same criteria for consideration of stockholder nominees as it does to nominees proposed by other sources.  The Committee may engage an independent search firm to assist the Committee in identifying and evaluating potential director nominees to fill vacancies on the Board.

 

Stockholders wishing to make a recommendation may do so by contacting the Governance Committee, c/o Brian D. Johnson, Vice President and Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912.  Stockholders should send:

 

1.              Name of the candidate and the candidate’s business and residence addresses;

 

2.              A resume or biographical sketch of the candidate, which includes the candidate’s principal occupation or employment;

 

3.              A document(s) evidencing the number of shares of Company stock currently held by the candidate and the candidate’s willingness to serve as a director if elected; and

 

4.              A signed statement as to the submitting stockholder’s current status as a stockholder, which includes the stockholder’s address and the number of shares of Company stock currently held.

 

The Committee’s procedures include making a preliminary assessment of each proposed nominee.  Such assessment is based upon the resume and biographical information, an indication of the individual’s willingness to serve, and business experience and leadership skills.  This information is evaluated against the criteria set forth below and the Company’s specific needs at that time.  Based upon a preliminary assessment of the candidates, those who appear best suited to meet the Company’s needs may be invited to participate in a series of interviews, which are used to further evaluate candidates.  On the basis of information learned during this process, the Committee determines which nominees to recommend to the Board.

 

Director Qualifications – The Governance Committee determines the selection criteria of director nominees based upon the Company’s needs at the time nominees are considered.  In evaluating director candidates the Committee will consider, among other qualifications the Committee deems appropriate, a candidate’s:

 

·                  Intellect;

 

·                  Integrity;

 

·                  Broad-based experience at the policy-making level in business, government, education or the public interest;

 

·                  Analytical ability;

 

·                  Ability to qualify as an independent director;

 

·                  Ability and willingness to devote time and energy to effectively carry out all Board responsibilities; and

 

·                  Unique qualifications, skills and experience.

 

The Committee reviews past performance on the Board for directors seeking reelection.  The Board’s annual self-evaluation process assists the Committee in this review.

 

The Committee considers the diversity of director candidates and seeks to enhance the overall diversity of the Board.  Each candidate’s diversity in terms of race, gender, national origin and other personal characteristics is considered.  The Committee also assesses each candidate’s contribution to the diversity of the Board in a broader sense, including age, education, experience, skills and other qualifications.  While the Committee carefully considers diversity when evaluating director candidates, it has not adopted a formal diversity policy.

 

The Committee recommends director nominees to the Board to submit for election at the next Annual Meeting of Stockholders.  The Board selects director nominees based on its assessment and consideration of various factors.  These factors include the current Board profile, the long-term interests of stockholders, the needs of the Company, and the goal of creating an appropriate balance of knowledge, experience and diversity on the Board.

 

Our Nominees for Director –  Each of our director nominees is well qualified under the criteria described above.  As employees of the Company, Mr. Ettinger and Mr. Snee do not qualify as independent directors.  Each director nominee brings a variety of qualifications, skills, attributes and experience to the Board of Directors.

 

A common trait among our director nominees is executive leadership experience with a large company or organization.  Such experience brings a variety of benefits, including an understanding of business management, various business functions and strategic planning.  Other advantages of an executive leadership background include experience with policy making, risk management and corporate governance matters.

 

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Another common characteristic of our director nominees is each has prior service on our Board.  Each director nominee has a demonstrated record of regular attendance, advance preparation and active participation in Board and Board committee meetings.  Through prior service on the Board committees, our director nominees have demonstrated and further developed expertise relating to the duties assigned to the Board committees.

 

The biographical information below identifies and highlights additional qualifications, skills, attributes and experience each director nominee brings to the Board.

 

The Board of Directors recommends a vote FOR each of the 14 director nominees listed below.  The persons named as proxies will vote FOR the election of these 14 nominees to hold office as directors until the next Annual Meeting of Stockholders and until their successors are elected and qualify, unless stockholders specify otherwise.  If any of such nominees become unavailable for any reason, it is intended that the proxies will vote for the election of such substitute persons as may be designated by the Board of Directors.  Directors are elected by a majority of the votes cast, whereby there must be more “FOR” votes than “AGAINST” votes for the nominee.  An incumbent director who is not re-elected under this standard must promptly offer to resign.

 

DIRECTOR NOMINEES

 

GARY C. BHOJWANI, age 48, director since 2014.

Mr. Bhojwani is President of CNO Financial Group, Inc., a provider of health and life insurance and retirement solutions, a position he has held since April 2016.  He was founder and Chief Executive Officer of GCB, LLC, an insurance and financial services consulting company, from April 2015 to April 2016.  Mr. Bhojwani was Chairman of Allianz Life Insurance Company of North America, a provider of retirement solutions, and a member of the Board of Management of Allianz SE from 2012 to January 1, 2015 and Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2011.  He was President of Commercial Business, Fireman’s Fund Insurance Company from 2004 to 2007, Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002, and President, Trade Insurance Services from 1995 to 1997.  Mr. Bhojwani is a member of the Board of Directors of Allina Health System, Minneapolis, Minnesota, and the Minneapolis Institute of Arts, Minneapolis, Minnesota.   Mr. Bhojwani brings extensive expertise in risk management, finance and consumer product marketing to the Board, as well as ongoing experience as the active President of a publicly held company whose stock is traded on the NYSE.

 

 

TERRELL K. CREWS, age 61, director since 2007.

Mr. Crews retired from Monsanto Company, an agricultural company, in 2009.  He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from 2007 to 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007.  Mr. Crews is a member of the Board of Directors of Archer-Daniels-Midland Company, Chicago, Illinois, WestRock Company, Richmond, Virginia, Teays River Investments, LLC, Zionsville, Indiana, and Junior Achievement of Greater St. Louis, Chesterfield, Missouri, and the Board of Trustees of Freed-Hardeman University, Henderson, Tennessee.  Mr. Crews brings extensive expertise in finance and related functions to the Board, as well as significant knowledge of corporate development, agri-business and international operations.

 

 

JEFFREY M. ETTINGER, age 58, director since 2004.

Mr. Ettinger is Chairman of the Board of the Company, serving in that capacity since October 31, 2016.  He was Chairman of the Board and Chief Executive Officer from October 26, 2015 to October 30, 2016, Chairman of the Board, President and Chief Executive Officer from November 2006 to October 2015, President and Chief Executive Officer from January to November 2006, and President and Chief Operating Officer from 2004 to 2006.  Mr. Ettinger is a member of the Board of Directors of The Toro Company, Bloomington, Minnesota, Ecolab Inc., St. Paul, Minnesota, and The Hormel Foundation, Austin, Minnesota.  In addition to his exemplary executive leadership of the Company, Mr. Ettinger brings practical finance, marketing and legal expertise to the Board, as well as a deep knowledge of the Company and food industry developed during his 27-year tenure with the Company.

 

 

GLENN S. FORBES, M.D., age 69, director since 2011.

Dr. Forbes is retired Executive Board Chair, past CEO Mayo Clinic-Rochester, and Emeritus Physician, Mayo Clinic, having retired in 2012. He was Medical Director for Diversified Business Activities for Medical Imaging Services at Mayo Clinic from 2010 to 2012, Medical Director for State Government Affairs and Public Relations at Mayo Clinic from 2009 to 2010, and Chief Executive Officer, Mayo Clinic-Rochester from 2006 to 2009.  Dr. Forbes was Professor of

 

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Radiology, Mayo Clinic College of Medicine from 1990 to 2012, and Consultant in the Department of Diagnostic Radiology at Mayo Clinic from 1977 to 2012.  He was a member of the Board of Trustees, Mayo Clinic from 2006 to 2009, and the Board of Governors, Mayo Clinic from 2003 to 2009, and Chair of the Executive Board, Mayo Clinic-Rochester from 2006 to 2009.  He is past Chair of the Board of Directors of the American Board of Radiology Foundation, Tucson, Arizona.  Dr. Forbes brings executive leadership experience with a large Minnesota-based health care institution and extensive public policy and corporate governance expertise to the Board.

 

 

STEPHEN M. LACY, age 62, director since 2011.

Mr. Lacy is Chairman of the Board, President and Chief Executive Officer of Meredith Corporation, a media and marketing company, a position he has held since 2010. He served Meredith Corporation as President and Chief Executive Officer starting in 2006, President and Chief Operating Officer starting in 2004, President, Publishing Group, and President, Interactive and Integrated Marketing Group, starting in 2000, and Chief Financial Officer starting in 1998.  Mr. Lacy is a member of the Board of Directors of Meredith Corporation, Des Moines, Iowa, and Great Western Bancorp, Inc., Sioux Falls, South Dakota.  Mr. Lacy brings extensive expertise in finance and consumer product marketing to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE.

 

 

JOHN L. MORRISON, age 71, director since 2003.

Mr. Morrison has served as Managing Director, Goldner Hawn Johnson & Morrison Incorporated, a private equity investment firm, since 1989 and Chairman, Callanish Capital Partners, a private hedge fund, since 2001.  He was Executive Vice President of Pillsbury Company and Chairman of the U.S. Consumer Foods Group from 1987 to 1989, and President of Pillsbury’s International Group from 1981 to 1987.  Mr. Morrison is a member of the Board of Directors of Andersen Corporation, St. Paul, Minnesota.  Mr. Morrison brings extensive expertise in finance, corporate development, and international business, as well as deep food industry knowledge, to the Board.

 

 

ELSA A. MURANO, Ph.D., age 57, director since 2006.

Dr. Murano has served Texas A&M University as Director of the Norman Borlaug Institute for International Agriculture since 2014, Professor, Department of Animal Science, since 2001, and President Emerita since 2009.  She was Interim Director of the Norman Borlaug Institute for International Agriculture from 2012 to 2014, President of Texas A&M University from 2008 to 2009, and Vice Chancellor and Dean of Agriculture, Director of the Texas Agricultural Experiment Station, from 2005 to 2007.  Dr. Murano was Undersecretary for Food Safety, U.S. Department of Agriculture from 2001 to 2004. She is a member of the Board of Directors of Food Safety Net Services, San Antonio, Texas.  Dr. Murano brings preeminent food safety expertise and significant experience in agri-business and regulatory affairs to the Board.

 

 

ROBERT C. NAKASONE, age 68, director since 2006.

Mr. Nakasone is Chief Executive Officer of NAK Enterprises, a family-owned investment and consulting business he has led since 2000.  Mr. Nakasone was Chief Executive Officer, Toys “R” Us, Inc. from 1998 to 1999, President and Chief Operating Officer from 1994 to 1997, Vice Chairman from 1989 to 1993, and President U.S. Toy Stores from 1985 to 1988.  Prior to 1985, he served in multiple senior executive capacities with the Jewel Companies, Inc., including Group Vice President and General Manager of the Jewel Food Stores Midwest Region.  Mr. Nakasone is a member of the Board of Trustees of Claremont McKenna College, Claremont, California, the “V” Foundation For Cancer Research, Cary, North Carolina, and the Santa Barbara Foundation, Santa Barbara, California.  He was a founding member of the Board of Directors of Staples, Inc., Framingham, Massachusetts and retired from that Board in 2015.  Mr. Nakasone brings extensive expertise in retail food product marketing and international business development to the Board, as well as experience as the Chief Executive Officer of a large publicly held company.

 

 

SUSAN K. NESTEGARD, age 56, director since 2009.

Ms. Nestegard is former President, Global Healthcare Sector, of Ecolab Inc., a provider of cleaning and sanitizing products and services.  She held that position from 2010 to 2012, and was Executive Vice President, Global Healthcare Sector, from 2008 to 2010, Senior Vice President, Research, Development and Engineering, and Chief Technical Officer, from 2003 to 2008.  Ms. Nestegard served as interim Chief Executive Officer of Cambridge Major Laboratories, Inc., a pharmaceutical company, from March 2014 to August 2014.  She also has over 20 years of experience with 3M Company in product development, research and development, and business unit management.  Ms. Nestegard is a member of the Board of

 

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Directors of American Capital, Ltd., Bethesda, Maryland.  Ms. Nestegard brings significant expertise in food safety, research and development, foodservice, and international business to the Board.

 

 

DAKOTA A. PIPPINS, age 68, director since 2001.

Mr. Pippins has been President and Chief Executive Officer, Pippins Strategies, LLC, a marketing consulting company, since 2003.  He served as Director of Urban Think Tank and Director of Planning for the Vigilante Division of Leo Burnett, USA, an advertising agency, from 1998 to 2003, Director of Management Institute at New York University from 1990 to 1995, and has been an Adjunct Associate Professor at New York University since 1990.  Prior experience includes various management positions at Citicorp, a banking company, General Foods Corporation, a food company, and Burrell Communications Group, a marketing company.  Mr. Pippins brings to the Board in-depth expertise in consumer product marketing and corporate sustainability, developed both through professional work experience and academia.

 

 

CHRISTOPHER J. POLICINSKI, age 58, director since 2012.

Mr. Policinski is President and Chief Executive Officer of Land O’Lakes, Inc., a member-owned cooperative which produces and markets dairy-based food products and agricultural supplies, a position he has held since 2005.  He served Land O’Lakes, Inc. as Chief Operating Officer of the Dairy Foods business unit starting in 1999, and Vice President of Strategy and Business Development starting in 1997.  Prior experience includes various management positions at Kraft General Foods Corporation, a food company, Bristol Myers Squibb, a biopharmaceutical and consumer goods company, and Pillsbury Company, a food company.  Mr. Policinski is a member of the Board of Directors of Xcel Energy, Inc., Minneapolis, Minnesota, Grocery Manufacturers of America, Washington, D.C., National Council of Farmer Cooperatives, Washington, D.C., U. S. Global Leadership Campaign, Washington, D.C., and Catholic Relief Services, Baltimore, Maryland, and the Board of Trustees of the University of Minnesota Foundation, Minneapolis, Minnesota.  Mr. Policinski brings extensive expertise in agri-business, consumer product marketing and corporate development to the Board, as well as ongoing experience as the active Chief Executive Officer of a large Minnesota-based company operating globally in the food industry.

 

 

SALLY J. SMITH, age 58, director since 2014.

Ms. Smith is President and Chief Executive Officer of Buffalo Wild Wings, Inc., a restaurant company, a position she has held since 1996. She served Buffalo Wild Wings, Inc. as Chief Financial Officer from 1994 to 1996.  Ms. Smith was Controller, from 1984 to 1987, and Chief Financial Officer, from 1987 to 1994, of Dahlberg, Inc., a manufacturer of hearing aids.  She began her career with KPMG LLP, an international accounting and consulting firm. Ms. Smith is a member of the Board of Directors of Buffalo Wild Wings Inc., Minneapolis, Minnesota, Alerus Financial Corporation, Grand Forks, North Dakota, Allina Health System, Minneapolis, Minnesota, and the National Restaurant Association, Washington, D.C.  Ms. Smith brings extensive expertise in finance, corporate development and the foodservice industry to the Board, as well as ongoing experience as the active Chief Executive Officer of a Minnesota-based publicly held company.

 

 

JAMES P. SNEE, age 49, director since 2015.

Mr. Snee is President and Chief Executive Officer of the Company, serving in that capacity since October 31, 2016.  He was President and Chief Operating Officer from October 26, 2015 to October 30, 2016.  Mr. Snee was Group Vice President and President, Hormel Foods International Corporation from October 2012 to October 2015, Vice President and Senior Vice President, Hormel Foods International Corporation from October 2011 to October 2012, and Vice President, Affiliated Business Units from October 2008 to October 2011.  In addition to his executive leadership experience, Mr. Snee brings broad sales, marketing, supply chain and international business expertise to the Board, as well as in-depth knowledge of the Company and food industry developed during his 27-year career with the Company.

 

 

STEVEN A. WHITE, age 56, director since 2014.

Mr. White is President, Comcast West Division, of Comcast Corporation, an entertainment and communications company, a position he has held since 2009.   He served Comcast as Regional Senior Vice President, Comcast California from 2007 to 2009 and as Regional Senior Vice President, Comcast Mid-South Region from 2002 to 2007.  Mr. White was Regional Vice President of AT&T Broadband, LLC from 2000 to 2002 and Regional Vice President of Telecommunications, Inc. from 1997 to 2000.  Prior experience includes various marketing positions with Colgate-Palmolive Company from 1991 to

 

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1997.  He is a member of the Board of Directors of Comcast Foundation, Philadelphia, Pennsylvania.  Mr. White brings significant expertise in digital commerce and consumer product marketing to the Board, as well as ongoing experience as the active President of a large business.

 

No family relationship exists between any of the director nominees or executive officers of the Company.

 

CORPORATE GOVERNANCE

 

Corporate Governance Guidelines

 

The Board of Directors has adopted Corporate Governance Guidelines which include the following:

 

·                                          At all times a substantial majority of the Board will be independent, as that term is defined in relevant law and the NYSE listing standards;

 

·                                          Directors who (1) retire from or change their principal employment, (2) reach retirement age of 72, (3) resign or are removed from, or fail to be re-elected to, the board of directors of any other public company, or (4) take action that creates a conflict of interest with the Company, must submit a letter of resignation from the Board.  The Board may accept or reject a letter of resignation.  It is the Board’s general policy that directors will not stand for reelection after reaching age 72;

 

·                                          The Board and Board committees will conduct annual self-evaluations.  This self-evaluation process currently includes the completion and anonymous submission of Board and Board committee assessment surveys by all Board members and personal interviews conducted by the Lead Director with all Board members;

 

·                                          Directors participate in an annual strategic planning retreat, which provides directors a detailed overview of the Company’s strategic business plans and an opportunity to access senior management of the Company;

 

·                                          All independent directors will typically meet in executive session at the end of every regular Board meeting but in all circumstances at least quarterly;

 

·                                          The Compensation Committee will evaluate the Chief Executive Officer’s performance annually.  This evaluation is based in part on a self-evaluation by the Chief Executive Officer (“CEO”) which is reviewed by all the nonemployee directors.  The annual evaluation will take into account the CEO’s performance measured against established goals.  After the process has been completed, the Compensation Committee will set the CEO’s compensation and obtain the Board’s ratification of such compensation;

 

·                                          Directors will have full access to officers and employees of the Company; and

 

·                                          The Board and each committee have the power to hire independent legal, financial or other advisers, without consulting or obtaining the approval of any officer of the Company.

 

The Company’s Corporate Governance Guidelines may be found on the Company’s Web site at www.hormelfoods.com under “Investors - Corporate Governance - Governance Documents.”

 

Board Leadership Structure

 

The Board takes a flexible approach to the issue of whether the offices of Chairman and CEO should be separate or combined.  This approach allows the Board to regularly evaluate whether it is in the best interests of the Company for the CEO or another director to hold the position of Chairman.

 

Jeffrey M. Ettinger has been Chairman of the Company since October 31, 2016 and previously served as both Chairman and CEO of the Company from November 2006 through October 30, 2016.  James P. Snee has served as CEO of the Company since October 31, 2016.   Both Mr. Ettinger and Mr. Snee are members of the Board.  The Board believes this leadership structure, which separates the Chairman and CEO roles, is optimal at this time because it allows Mr. Snee to focus on operating and managing the Company, while Mr. Ettinger can focus on leadership of the Board.

 

When the Chairman is not an independent director, the Board will appoint a “Lead Director.”  The Lead Director position is held by an independent director elected by the Board of Directors.  The Board’s policy is that a director’s term as Lead Director should generally be limited to five consecutive years.

 

John L. Morrison served as the Lead Director from November 2011 through the end of the Board meeting held September 26, 2016.  Christopher J. Policinski was elected the Lead Director effective at the end of the Board meeting held September 26, 2016.  The duties of the Lead Director include the following:

 

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·                                          Serve as a liaison between the Chairman and the nonemployee directors;

 

·                                          Serve as a liaison among the nonemployee directors;

 

·                                          Provide input to the Chairman on the preparation of Board meeting agendas, including content, sequence, and time allocations;

 

·                                          Have the authority to call meetings of the nonemployee directors, with advance notice of such meetings to be given to the Chairman;

 

·                                          Preside at meetings of the Board in the absence of the Chairman;

 

·                                          Preside at executive sessions of the nonemployee or independent directors;

 

·                                          In conjunction with the Governance Committee, take an active role in the Board’s annual self-evaluation; and

 

·                                          In conjunction with the Compensation Committee, take an active role in the annual evaluation of the CEO.

 

The independent directors who chair the Company’s Audit, Compensation and Governance Committees also provide leadership to the Board in their assigned areas of responsibility.   The Board believes the substantial majority of independent directors on the Board, use of a Lead Director, independent Committee chairs and executive sessions of the independent directors safeguard the independent governance of the Board.

 

Code of Ethical Business Conduct

 

The Company has adopted a Code of Ethical Business Conduct that covers its directors, officers and employees.  This Code of Ethical Business Conduct may be found on the Company’s Web site at www.hormelfoods.com under “Investors - Corporate Governance - Governance Documents.”

 

Stock Ownership Guidelines

 

The Company’s officers and directors are subject to stock ownership guidelines.   Officers need to hold shares of Company stock with a value equal to their five-year average base salary times a multiple of 1.5 to 5, depending on position.  Directors need to hold shares of Company stock with a value equal to their five-year average annual retainer times a multiple of 5.  For both officers and directors, the required stock ownership value is divided by the five-year average Company stock price, based on fiscal year end prices, to calculate the number of shares to be held.

 

The value of shares individually owned, held in Company benefit plans, and deferred in the Company’s deferred compensation plans are counted toward the guidelines.   Individual ownership of shares is determined under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).   Stock options and restricted shares are not counted toward the guidelines.

 

Officers and directors have approximately five years from their initial election to comply with the guidelines.  Officers promoted to a level requiring higher stock ownership under the guidelines have five years to achieve compliance.  All officers and directors who are subject to the guidelines are in compliance with the guidelines.

 

The Company has adopted a pledging policy which prohibits officers and directors from holding Company stock in a margin account or pledging Company stock as collateral for a loan.

 

The Company has also adopted a hedging policy which prohibits employees, officers and directors from purchasing any financial instruments (including without limitation prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities held directly or indirectly by the employee, officer or director.

 

Board Independence

 

The Company’s Corporate Governance Guidelines require that a substantial majority of the Company’s directors be independent.  The NYSE listing standards require that a majority of the Company’s directors be independent and that the Audit, Compensation and Governance Committees be comprised entirely of independent directors.  The Board of Directors has adopted standards to assist it in making the annual determination of each director’s independence status. These Director Independence Standards are consistent with the NYSE listing standards. The Director Independence Standards are posted on the Company’s Web site at www.hormelfoods.com under “Investors - Corporate Governance - Governance Documents.”  A director will be considered “independent” if he or she meets the requirements of the Director Independence Standards and the independence criteria in the NYSE listing standards.

 

The Board of Directors has affirmatively determined that the following directors have no direct or indirect material relationship with the Company and satisfy the requirements to be considered independent:

 

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Gary C. Bhojwani

John L. Morrison

Dakota A. Pippins

 

Terrell K. Crews

Elsa A. Murano

Christopher J. Policinski

 

Glenn S. Forbes

Robert C. Nakasone

Sally J. Smith

 

Stephen M. Lacy

Susan K. Nestegard

Steven A. White

 

 

The Board of Directors also has determined that each of the Company’s Audit, Compensation and Governance Committees is composed solely of independent directors.  In making the independence determinations, the Board reviewed all of the directors’ relationships with the Company.  This review is based primarily on a review of the responses of the directors to questions regarding employment, business, family, compensation and other relationships with the Company and its management.  In making the independence determination for Mr. Lacy, Chairman of the Board, President & CEO of Meredith Corporation, the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company, including transactions through its advertising agencies, and Meredith Corporation, a supplier of the Company.  The Board determined that this relationship was not material and did not impair Mr. Lacy’s independence.  In making the independence determination for Mr. Policinski, President & CEO of Land O’Lakes, Inc., the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company and Land O’Lakes, Inc., a supplier of the Company.  The Board determined that this relationship was not material and did not impair Mr. Policinski’s independence.  In making the independence determination for Ms. Smith, President and CEO of Buffalo Wild Wings, Inc., the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company and Buffalo Wild Wings, Inc., a customer of the Company.  The Board determined that this relationship was not material and did not impair Ms. Smith’s independence.  In making the independence determination for Mr. White, President, West Division of Comcast Corporation, the Board considered the relationship arising out of the transactions in the ordinary course of business between the Company and Comcast Corporation, a service provider to the Company.  The Board determined that this relationship was not material and did not impair Mr. White’s independence.  The dollar amount of the Company’s transactions with Meredith Corporation, Land O’Lakes, Inc., Buffalo Wild Wings, Inc. and Comcast Corporation are below the thresholds for commercial transactions under the independence criteria in the NYSE listing standards.

 

Board of Director and Committee Meetings

 

Board of Directors and Committees -   The Board of Directors conducts its business through meetings of the Board and its committees.  The Lead Director presides at executive sessions of the nonemployee or independent directors.  The Board held eight meetings during fiscal 2016.  Each director attended at least 75% of the total meetings during the fiscal year of the Board and Board committees on which he or she served.

 

The Board of Directors has established the following Board committees: Audit, Compensation and Governance.  The following table shows membership and meeting information for each committee for fiscal 2016.

 

 

Name

 

Audit
Committee
(1)(2)

Compensation
Committee

Governance
Committee
(1)(2)

 

Gary C. Bhojwani

 

 

X

X

 

Terrell K. Crews

 

X*

X

 

 

Glenn S. Forbes

 

 

 

X

 

Stephen M. Lacy

 

X

X*

 

 

John L. Morrison

 

 

X

X

 

Elsa A. Murano

 

 

 

X

 

Robert C. Nakasone

 

 

X

X*

 

Susan K. Nestegard

 

X

 

 

 

Dakota A. Pippins

 

X

 

 

 

Christopher J. Policinski

 

X

X

 

 

Sally J. Smith

 

X

 

 

 

Steven A. White

 

 

 

X

Total Meetings in Fiscal 2016

 

11

5

5


* Committee Chair

 

(1)                                 Elsa A. Murano moved from the Audit Committee to the Governance Committee and Dakota A. Pippins moved from the Governance Committee to the Audit Committee effective at the end of the November 23, 2015 Board meeting.

 

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(2)                                 Christopher J. Policinski moved from the Audit Committee to the Governance Committee and Gary C. Bhojwani moved from the Governance Committee to the Audit Committee effective at the end of the September 26, 2016 Board meeting.

 

Each of the Audit, Compensation and Governance Committees has adopted and operates under a written charter.  These charters may be found on the Company’s Web site at www.hormelfoods.com under “Investors - Corporate Governance - Governance Documents.”

 

Audit Committee -  Each member of the Audit Committee is financially literate as determined by the Board of Directors.  The Board also determined that Terrell K. Crews, Stephen M. Lacy and Sally J. Smith each is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission (“SEC”).   The duties of the Audit Committee include the following:

 

·                  Select and evaluate the performance of the independent registered public accounting firm;

 

·                  Discuss with the internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits;

 

·                  Ensure that the independent registered public accounting firm is accountable to the Committee and that the firm has no relationship with management or the Company that would impair its independence;

 

·                  Review and discuss with management and the external auditors the quarterly and annual financial statements of the Company;

 

·                  Establish procedures for the handling of complaints received by the Company regarding accounting, internal controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

 

·                  Provide an open avenue of communication between the internal auditors, the external auditors, Company management and the Board;

 

·                  Understand the Company’s key areas of risk and assess the steps management takes to manage such risk; and

 

·                  Oversee the Company’s Code of Ethical Business Conduct, including assessment of the steps management takes to assure the Company’s compliance with all applicable laws and regulations and corporate policies.

 

Compensation Committee -   The duties of the Compensation Committee include the following:

 

·                  Establish compensation arrangements for all officers of the Company;

 

·                  Engage a compensation consultant to review the Company’s compensation programs;

 

·                  Make recommendations to the Board regarding incentive compensation and equity-based compensation plans, and administer such plans;

 

·                  Make recommendations to the Board regarding compensation to be paid to the Company’s directors; and

 

·                  Establish investment policies for the Company’s defined benefit pension plans, and periodically review investments for consistency with those policies.

 

Governance Committee -   The duties of the Governance Committee include the following:

 

·                  Establish criteria for new directors and evaluate potential candidates;

 

·                  Make recommendations to the Board regarding the composition of Board committees;

 

·                  Make recommendations to the Board of a member of the Board for election as Lead Director;

 

·                  Review the Company’s executive succession plans;

 

·                  Periodically assess the Company’s Corporate Governance Guidelines, as well as the Company’s adherence to them;

 

·                  Monitor the Company’s sustainability, environmental, and corporate social responsibility activities;

 

·                  Evaluate objectives and policies regarding the Company’s management of its human resources; and

 

·                  Oversee the annual evaluation of the Board.

 

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Board Role in Risk Oversight

 

The Board of Directors takes an active role in risk oversight.  The Board administers its risk oversight function through the full Board and each of its committees.  Management of the Company, which is responsible for day-to-day risk management, maintains an enterprise risk management (“ERM”) process.  The ERM process is designed to identify and assess the Company’s risks globally, and develop steps to mitigate and manage risks.  The Board receives regular reports on the ERM process.

 

The Board’s oversight of risk includes engaging in an annual strategic planning retreat with senior management, approving annual operating plans and strategic plans, and approving significant transactions.  In addition, the Board receives regular reports on the Company’s overall business, specific segments and financial results, as well as specific presentations on topics relating to risks and risk management.

 

The Audit Committee assists the Board with its risk oversight in a variety of areas, including financial reporting, internal controls and legal and regulatory compliance.   The Audit Committee has oversight of the Company’s internal audit function and the Company’s Code of Ethical Business Conduct.  The Audit Committee also appoints the independent registered public accounting firm and approves the services it provides to the Company. The Compensation Committee oversees risk in connection with compensation programs, including incentive compensation plans and equity-based plans.  The Governance Committee oversees risk in connection with corporate governance practices.  All of these committees make regular reports of their activities to the full Board.

 

Policy Regarding Attendance at Annual Meetings

 

The Company encourages, but does not require, its Board members to attend the Annual Meeting of Stockholders.  Last year fifteen directors of the Company attended the Annual Meeting of Stockholders.

 

Board Communication

 

Interested parties may communicate with the Board of Directors by sending a letter directed to the Board of Directors, nonemployee directors or specified individual directors, addressed to:  Brian D. Johnson, Vice President and Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912.  All communications, whether signed or anonymous, will be directed to the Lead Director or the Chair of one of the committees based on the subject matter of the communication, or to the nonemployee directors or the specified directors, if so directed.

 

COMPENSATION OF DIRECTORS

 

In fiscal 2016, the Company provided the following elements of compensation to nonemployee directors:

 

·                  Annual retainer of $70,000;

 

·                  Additional retainer of $25,000 per year for Lead Director;

 

·                  Additional retainer of $15,000 per year for chair of the Audit and Compensation Committees;

 

·                  Additional retainer of $10,000 per year for chair of the Governance Committee;

 

·                  Meeting fee for each committee meeting of $1,000 for attendance in person or $500 for attendance by telephone (no meeting fees are paid for attendance at Board meetings); and

 

·                  An award of restricted shares of Company common stock having a fixed value of $160,000 on February 1 based on the NYSE closing price for the stock at the end of that day (rounded to the nearest whole share number), subject to a restricted period which expires upon the earlier of the day before the date of the Company’s next annual stockholders meeting or the first anniversary of the award.

 

The retainers are paid half on February 1 and half on August 1.  These payments and the equity award are made on the first business day after February 1 and August 1 if those dates fall on a non-business day.

 

Newly elected nonemployee directors receive a prorated annual retainer and award of restricted shares based on the number of regular Board meetings scheduled from the time the director joins the Board to the next annual stockholders meeting out of the total number of regular Board meetings between annual stockholders meetings.  The restricted period for restricted shares awarded to newly elected nonemployee directors will expire upon the earlier of the day before the date of the Company’s next annual stockholders meeting or the following February 1.

 

The NYSE closing price of the Company’s stock was $41.01 on February 1, 2016 (as adjusted for the two-for-one stock split distributed on February 9, 2016).  This price resulted in an award of 3,902 restricted shares of Company common stock (on a post stock split basis) to each nonemployee director on that date.

 

The awards of restricted shares on February 1, 2016 were made pursuant to the terms of the stockholder-approved 2009 Long-Term Incentive Plan.  Each nonemployee director and the Company entered into a Restricted Stock Award

 

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Agreement consistent with the 2009 Long-Term Incentive Plan.  Directors receive declared dividends on, and are entitled to vote, the restricted shares prior to vesting.

 

Nonemployee directors may defer all or a portion of retainer and meeting fees under the Company’s Nonemployee Director Deferred Stock Plan.  Deferred fees times 105% are credited as stock units under the plan.  The stock units have the same value as Company common stock and receive dividend equivalents.  Stock units become payable in shares of Company common stock following termination of service as a director.

 

Directors who are employees of the Company receive no additional compensation for service on the Board pursuant to Compensation Committee policy.

 

The Compensation Committee reviews the compensation to be paid to the Company’s nonemployee directors.  The Committee uses a compensation consultant, Pearl Meyer, to provide advice regarding nonemployee director compensation.  The consultant analyzes each element of director compensation and total director compensation for the same peer group of companies which is used to evaluate executive compensation.  See “How Annual Compensation Decisions are Made” on page 23 for a list of these peer companies.  The Committee reviews the consultant’s report of competitive director compensation and determines whether to recommend to the Board a change in the Company’s nonemployee director compensation.  If such a change is recommended by the Committee, the full Board would then determine whether to ratify the change.

 

The Compensation Committee’s current policy is to review nonemployee director compensation every other year.  After this process was completed in late 2014, no changes were made to the Company’s nonemployee director compensation policy.  The next review of nonemployee director compensation is scheduled to take place in early 2017.

 

The fiscal 2016 compensation of our nonemployee directors is shown in the following table.

 

DIRECTOR COMPENSATION FOR FISCAL 2016

Name

Fees Earned
or Paid in
Cash ($)
(1)

Stock
Awards
($)
(2) (3)

Option
Awards
($)
(3)

All Other
Compensation
($)
(4)

Total
($)

Gary C. Bhojwani

79,500

160,021

-

-

239,521

Terrell K. Crews

97,000

160,021

-

1,491

258,512

Glenn S. Forbes

75,000

160,021

-

1,366

236,387

Stephen M. Lacy

97,000

160,021

-

10,000

267,021

John L. Morrison

104,500

160,021

-

27,076

291,597

Elsa A. Murano

75,000

160,021

-

-

235,021

Robert C. Nakasone

89,500

160,021

-

27,316

276,837

Susan K. Nestegard

77,000

160,021

-

6,922

243,943

Dakota A. Pippins

77,500

160,021

-

12,376

249,897

Christopher J. Policinski

82,000

160,021

-

5,853

247,874

Sally J. Smith

76,500

160,021

-

1,037

237,558

Steven A. White

74,000

160,021

-

1,761

235,782

 

(1)                                 Consists of annual retainer, additional retainer for Lead Director and committee chairs, and meeting fees.  Includes amounts voluntarily deferred under the Company’s Nonemployee Director Deferred Stock Plan.

 

(2)                                 Consists of the aggregate grant date fair value of restricted stock awarded to each nonemployee director in fiscal 2016, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (Compensation – Stock Compensation) (“FASB ASC Topic 718”).  Each nonemployee director on February 1, 2016 received a grant of 3,902 shares of restricted stock (as adjusted for the two-for-one stock split distributed on February 9, 2016).  The grant date fair value is based on the NYSE closing price of our common stock on the grant date, which was $41.01 on February 1, 2016 (as adjusted for the two-for-one stock split distributed on February 9, 2016).

 

(3)                                 As of October 30, 2016, nonemployee directors held the following number of unexercised stock options and unvested shares of restricted stock (rounded to the nearest full share):

 

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Name

Unexercised
Options
(#)

Unvested Shares
of Restricted
Stock (#)

Gary C. Bhojwani

-

3,902

Terrell K. Crews

79,940

3,902

Glenn S. Forbes

13,200

3,902

Stephen M. Lacy

19,800

3,902

John L. Morrison

90,400

3,902

Elsa A. Murano

90,400

3,902

Robert C. Nakasone

90,400

3,902

Susan K. Nestegard

47,632

3,902

Dakota A. Pippins

-

3,902

Christopher J. Policinski

6,600

3,902

Sally J. Smith

-

3,902

Steven A. White

-

3,902

 

(4)                                 Consists primarily of dividend equivalents paid on stock units under the Company’s Nonemployee Director Deferred Stock Plan.  Also includes matching gifts to educational institutions made by the Company on behalf of directors as follows:  Mr. Lacy - $10,000; and Mr. Nakasone - $10,000.  This matching gift program is available to all full-time and retired employees and directors of the Company.

 

AUDIT COMMITTEE REPORT AND
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

 

Audit Committee Report

 

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors.  Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls.  The Committee has the sole authority to appoint or replace the Company’s independent registered public accounting firm.  The independent registered public accounting firm reports directly to the Audit Committee.

 

The Audit Committee has reviewed and discussed the Company’s fiscal year 2016 audited financial statements with management and with Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm. The Audit Committee also has discussed with Ernst & Young the matters required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16, Communications with Audit Committees.

 

The Audit Committee has received from Ernst & Young the written disclosures and the letter required by the PCAOB in Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence from the Company.

 

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the fiscal year 2016 audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended October 30, 2016, for filing with the SEC.

 

 

THE AUDIT COMMITTEE

 

 

Terrell K. Crews, Chair

Susan K. Nestegard

 

 

Gary C. Bhojwani

Dakota A. Pippins

 

 

Stephen M. Lacy

Sally J. Smith

 

 

Independent Registered Public Accounting Firm Fees

 

The following table shows aggregate fees billed to the Company for fiscal years ended October 30, 2016 and October 25, 2015 by Ernst & Young, our independent registered public accounting firm.

 

 

Fiscal 2016

Fiscal 2015

 

 

 

Audit fees

$1,926,500

$1,840,907

Audit-related fees

$167,900

$174,500

Tax fees

$0

$0

All other fees

$0

$0

 

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Audit Fees -   Audit fees are for audit of the Company’s financial statements and the audit of internal control over financial reporting for fiscal years 2016 and 2015.  Audit fees also include reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q and statutory audits required internationally.

 

Audit-Related Fees -   Audit-related fees are for services related to the performance of the audit.  These services consist of benefit plan audits.

 

Audit Committee Preapproval Policies and Procedures

 

The Audit Committee has adopted policies and procedures requiring preapproval of audit and nonaudit services provided to the Company by the independent registered public accounting firm.  The Committee preapproved all of the services performed by Ernst & Young during fiscal years 2016 and 2015.  The Audit Committee approves all audit and nonaudit fees in advance at each quarterly meeting.

 

ITEM 2 – RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board of Directors appointed Ernst & Young as the independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending October 29, 2017.  Ernst & Young has served as the Company’s public auditors since 1931.

 

At the annual meeting, stockholders will be asked to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending October 29, 2017.  Stockholder approval of this appointment is not required.  The Board is requesting ratification in order to obtain the views of the Company’s stockholders.  If the appointment is not ratified, the Audit Committee will reconsider its selection.  Representatives of Ernst & Young are expected to be present at the meeting, will be afforded an opportunity to make a statement, and will be available to respond to appropriate questions.

 

Ratification of this appointment will require the affirmative vote of the majority of the shares of common stock represented in person or by proxy at the meeting.  The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP.  Properly dated and signed proxies will be so voted unless stockholders specify otherwise.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

 

Information as to the persons or groups known by the Company to be beneficial owners of more than five percent of the Company’s common stock, as of December 2, 2016, is shown below:

 

Name and Address of Beneficial Owner

 

Amount and Nature of
Beneficial Ownership

 

Percent
of Class

The Hormel Foundation
329 North Main Street, Suite 102L, Austin, Minnesota 55912

 

256,433,116(1)

 

48.49%

 

(1)                                 The Hormel Foundation (“Foundation”) holds 27,544,172 of such shares as individual owner and 228,888,944 of such shares as trustee of various trusts.  The Foundation, as trustee, votes the shares held in trust.  The Foundation has a remainder interest in all of the shares held in trust.  The remainder interest consists of principal and accumulated income in various trusts.  These interests are to be distributed when the trusts terminate upon the death of designated beneficiaries, or upon the expiration of twenty-one years after the death of such designated beneficiaries.

 

The Foundation was converted from a private foundation to a public foundation on December 1, 1980.  The Certificate of Incorporation and Bylaws of the Foundation provide for a Board of Directors, a majority of whom represent nonprofit agencies to be given support by the Foundation.  Each member of the Board of Directors of the Foundation has equal voting rights. Members of the Board of Directors of the Foundation are: Chair, Gary J. Ray, retired President Protein Business Units of Hormel Foods; Vice Chair, Bonnie B. Rietz, former Mayor of the City of Austin; Secretary, Steven T. Rizzi, Jr., Attorney, Austin; Treasurer, Jerry A. Anfinson, retired Certified Public Accountant, Austin; Lt. David D. Amick, Commanding Officer, The Salvation Army of Austin; Dr. Adenuga Atewologun, President, Riverland Community College; Diane B. Baker, Executive Director, United Way of Mower County, Inc.; Dr. Mark R. Ciota, President and Chief Executive Officer of Mayo Clinic Health System-Albert Lea and Austin; Thomas J. Dankert, Finance Director of the City of Austin, representing the City of Austin; Dr. Zigang Dong, Executive Director, The Hormel Institute, Austin, representing the University of Minnesota, Hormel Institute; Jeffrey M. Ettinger, Chairman of the Board of Hormel Foods; Craig W. Johnson, Attorney, Austin; Joel W. Johnson, retired Chairman of the Board of Hormel Foods; Randall J. Kramer, Certified Financial Planner, Austin; David M. Krenz, Superintendent of Austin Public Schools; Tedd M. Maxfield, Executive

 

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Director, YMCA of Austin; Richard R. Pavek, Executive Director, Cedar Valley Services, Inc., Austin; Larry J. Pfeil, retired Vice President of Hormel Foods; and Michael C. Ruzek, Board Chair, Austin Area Foundation.

 

SECURITY OWNERSHIP OF MANAGEMENT

 

Information as to beneficial ownership of the Company’s common stock by directors, nominees, executive officers of the Company named in the Summary Compensation Table on page 25, and all directors and executive officers of the Company as a group as of December 2, 2016, is shown below:

 

 

Amount and Nature of
Beneficial Ownership

 

Name of Beneficial Owner

Shares(1)

Exercisable
Options
(2)

Percent
of Class

Gary C. Bhojwani

14,786

-

*

Steven G. Binder(3)(4)

348,593

1,290,450

*

Terrell K. Crews

78,644

79,940

*

Jeffrey M. Ettinger(3)(4)(5)

1,575,580

8,198,550

1.80%

Jody H. Feragen(3)(4)

316,266

1,169,650

*

Glenn S. Forbes

49,044

13,200

*

Stephen M. Lacy

39,984

19,800

*

Glenn R. Leitch(4)

44,104

411,200

*

John L. Morrison(3)

220,015

90,400

*

Elsa A. Murano

71,469

90,400

*

Robert C. Nakasone

127,514

90,400

*

Susan K. Nestegard

69,985

47,632

*

Dakota A. Pippins

96,584

-

*

Christopher J. Policinski

43,106

6,600

*

Sally J. Smith

18,112

-

*

James P. Snee(4)

52,617

418,400

*

Steven A. White

19,396

-

*

All Directors and Executive Officers as a Group (32 persons)(4)

4,003,888

15,244,772

3.54%

 

 

 

 

 

 

* One percent or less.

 

(1)                                 Except as otherwise indicated and subject to applicable community property and similar statutes, the persons listed as beneficial owners of the shares of the Company’s common stock have sole voting and investment powers with respect to the shares.  None of the shares are pledged as security.  Holdings are rounded to the nearest full share.

 

(2)                                 Consists of shares subject to options exercisable on or within 60 days of December 2, 2016.

 

(3)                                 Includes the following number of shares of the Company’s common stock beneficially owned by members of their respective households:  Mr. Binder – 336,924; Mr. Ettinger – 2,101; Ms. Feragen – 70,200; and Mr. Morrison – 60,480.

 

(4)                                 Shares listed as beneficially owned include, where applicable, shares allocated to participants’ accounts under the Hormel Tax Deferred Investment Plan A – 401(k), and a pro-rata share of unallocated shares held in the Company’s Joint Earnings Profit Sharing Trust for the benefit of participants.

 

(5)                                 Does not include any shares owned by The Hormel Foundation.  Mr. Ettinger is a member of the Board of Directors of the Foundation.  Mr. Ettinger disclaims beneficial ownership of all shares owned by the Foundation.

 

EXECUTIVE COMPENSATION

 

COMPENSATION COMMITTEE REPORT

 

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that follows this report. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2016.

 

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THE COMPENSATION COMMITTEE

 

 

Stephen M. Lacy, Chair

John L. Morrison

 

 

Gary C. Bhojwani

Robert C. Nakasone

 

 

Terrell K. Crews

Christopher J. Policinski

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Overview

 

The Compensation Committee of the Board of Directors establishes and administers the compensation and benefit programs for executive officers.  The Compensation Committee consists exclusively of nonemployee, independent directors.  The Committee uses a compensation consultant, Pearl Meyer, to provide compensation advice independent of Company executives.  The Committee determined the consultant’s work did not raise any conflict of interest. Pearl Meyer does not provide any additional consulting services to the Company.  The Committee and its consultant work with senior management to implement and monitor the programs the Committee approves.

 

The Company’s executive compensation programs are designed to achieve two primary goals:

 

·                  Attract and retain highly qualified executive officers; and

 

·                  Incent the behavior of executive officers to create stockholder value.

 

These two goals are achieved by providing a competitive total compensation program that offers competitive “fixed pay” (i.e., base salary and benefits) along with “variable, performance-based pay” designed to reward performance.

 

Total compensation for executive officers is leveraged toward incentive compensation rather than base salary.  Incentive compensation is comprised of both short-term and long-term incentives.  An appropriate balance of short-term and long-term incentives assures executive officers are properly balancing the need for consistent annual performance with the need for improved performance over a multi-year timeline.  This compensation balance provides both downside risk and upside opportunity for reward based on Company performance.

 

The Company’s target pay positioning reflects the strong pay-for-performance philosophy.  The Compensation Committee considers several factors in its review and approval of overall target compensation, including individual experience and performance, internal parity, competitive pay levels, and competitive performance.  In addition to reviewing target pay levels, the Committee also considers the range of potential payouts under the various plans as well as the performance/payout time horizon.  As indicated in the table below, target pay levels and incentive plan leverage are designed to create alignment between actual relative pay and relative performance.  The Committee believes this strategy has allowed the Company to attract and retain a skilled, experienced management team, including the named executive officers (“NEOs”) listed in the Summary Compensation Table on page 25, that has delivered strong, consistent financial performance and returns to stockholders.

 

Pay Component

 

Performance Factors

 

Performance Time Horizon

 

Performance
Leverage

 

% of Target Total
Direct Compensation
for NEOs

Base Salary

 

Individual performance

 

Annual

 

Low

 

10 – 25%

Operators’ Shares

 

Company EPS

 

Annual

 

Low/Moderate

 

5 - 15%

Annual Incentive Plan

 

Company EBIT, segment profit and asset management

 

Annual

 

Moderate/High

 

15 – 25%

Long-Term Incentive

 

Relative total shareholder return performance

 

3-year performance period

 

Moderate/High

 

15 – 30%

Stock Options

 

Stock price growth

 

4-year vesting; 10-year term

 

High

 

25 – 40%

 

Say-on-Pay

 

At the 2015 Annual Meeting of Stockholders, the Company provided stockholders an advisory vote on executive compensation.  The stockholders approved, on an advisory basis, the compensation of the Company’s NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company’s 2015 annual meeting proxy statement.  The vote was 208,692,598 shares “For” (95.52% of the shares voted), 3,004,891 shares “Against” (1.38% of the shares voted), and 6,775,118 shares “Abstain” (3.10% of the shares voted).

 

The Committee took into account the result of the stockholder vote in determining executive compensation policies and decisions since that vote.  The Committee viewed the vote as an expression of the stockholders’ general satisfaction with

 

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the Company’s current executive compensation programs.  While the Committee considered this stockholder satisfaction in determining to continue the Company’s executive compensation programs for fiscal 2016 and 2017, decisions regarding incremental changes in individual compensation were made in consideration of the factors described below.

 

Consistent with the stockholders’ preference expressed in voting at the 2011 Annual Meeting of Stockholders, the Company’s Board of Directors determined that an advisory vote on the compensation of the Company’s NEOs will be conducted every two years.  Following the stockholder advisory vote at this meeting (see item 3 on page 32), the next such vote would take place at the 2018 Annual Meeting of Stockholders if the vote is to be held every year as recommended by the Board.  The Board will take into account the result of the stockholder advisory vote on the frequency of the vote on NEO compensation at this meeting (see item 4 on page 33) when determining the frequency of future advisory votes.

 

Executive Compensation Programs

 

Executive officer compensation consists of six parts:

 

·                  Base Salary;

 

·                  Operators’ Share Incentive Compensation Plan;

 

·                  Annual Incentive Plan;

 

·                  Long-Term Incentives;

 

·                  Stock Incentives; and

 

·                  Benefits and Perquisites.

 

Base Salary

 

Base salary levels are the fixed portion of the executive compensation package. Base salary levels typically represent less than 40% of an executive officer’s total direct compensation.  Salary levels are based on a combination of factors.  These factors include competitive pay levels, the executive’s experience and tenure, the executive’s responsibilities, the executive’s performance and the Company’s overall annual budget for merit increases.  In keeping with the Company’s desire for a performance-oriented pay program, base salaries are generally below competitive median levels.

 

Operators’ Share Incentive Compensation Plan

 

Why Operators’ Shares?

 

The Hormel Foods Corporation Operators’ Share Incentive Compensation Plan (“Operators’ Share Plan”) is a short-term incentive.  The basic concept of the Operators’ Share Plan structure has been in place since 1932.

 

This annual cash incentive plan rewards employee participants for Company financial performance, as measured by earnings per share (“EPS”).  The concept behind the Operators’ Share Plan is that as the EPS of the Company rises over time, so too the executive’s compensation rises.  Improved EPS, over time, results in an increase in the stock price, which improves stockholder value.

 

How the Plan Works

 

Upon initial eligibility for plan participation, an employee receives a grant of Operators’ Shares.  Operators’ Shares are phantom units, not actual shares of stock or the right to receive the value of stock.  Operators’ Shares represent the right to receive cash compensation under the Operators’ Share Plan.

 

Grants of Operators’ Shares to executive officers are determined by the Compensation Committee.  Operators’ Shares are awarded at a level that results in competitive total annual cash compensation relative to market pay levels, taking into consideration length of service and performance.

 

During the year, participants receive “dividend equivalents.”  These are cash payments equal to declared dividends multiplied by the number of Operators’ Shares held.

 

Following the end of each fiscal year, the Company calculates each participant’s Operators’ Share Plan award.  This is done by multiplying the Company’s annual EPS by the number of Operators’ Shares identified for that participant.  This award is decreased by the total amount of dividend equivalents paid during the year to determine the final Operators’ Shares payment.

 

Annual Incentive Plan

 

Why AIP?

 

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The Hormel Foods Corporation Annual Incentive Plan (“AIP”) is a short-term incentive.  The AIP is an annual cash incentive program that rewards participants for the Company’s financial performance.  The AIP rewards achievement of profit objectives and the wise use of assets.  The Committee believes the AIP further aligns performance pay to key drivers of the Company’s financial success.

 

How the Program Works

 

Payout under the AIP is based on the achievement of financial goals in relation to the Company’s annual operating plan approved by the Board of Directors.  The Chief Executive Officer’s goal is based on earnings before interest and taxes (“EBIT”) for the consolidated Company.  Participants who are heads of one of the Company’s segments (Grocery Products, Refrigerated Foods, Jennie-O Turkey Store, Specialty Foods, and International & Other) will have their goal weighted, with one-half based on segment profit for their particular segment and one-half based on EBIT for the consolidated Company.  All other NEOs have their goal based on EBIT for the consolidated Company.

 

Performance goals for EBIT and segment profit are based on the annual operating plan approved by the Board of Directors.  The Committee has authority to modify the performance goal at the beginning of the year to provide for adjustments for certain non-recurring items, and to exercise negative discretion when measuring performance after year-end.   For fiscal 2016, the Committee defined the EBIT goal at the beginning of the year to exclude unusual events that negatively affected the Company’s EBIT and retained its negative discretion to adjust the payout downward.  As a result, the calculation of fiscal 2016 Total Company EBIT and segment profit for Grocery Products excluded certain non-recurring items in order to ensure the equitable comparability of the performance to the goal.  Such items consisted of charges related to the sale of the Diamond Crystal Brands business, results attributed to the acquisition of the Justin’s business, and adjustments for inventory values at CytoSport and a capital investment in China.

 

Target award amounts under the AIP will vary based on the participant’s position within the Company, and are determined by the Compensation Committee.  Performance levels at threshold, target, and maximum, and their associated payout levels are established at the beginning of the fiscal year.  Payouts are a percentage of target as follows:

 

 

EBIT/Segment Profit as a
% of Plan

Payout as a %
of Target

 

> 120%

200%

Maximum

120%

200%

Target

100%

100%

Threshold

80%

50%

 

< 80%

0%

 

Awards are interpolated for EBIT and segment profit between the discrete percentages.

 

The AIP modifier is a secondary measure applied to the AIP award.

 

·                  For most participants, including all of the NEOs, the modifier is based on asset management.  Asset management is calculated as the average measured assets employed (including accounts receivable, inventories, prepaid expenses, intangible assets, property, plant & equipment, investments, and other assets) as a percentage of the annual operating plan.  The asset management modifier may increase or decrease the payout based on EBIT/segment profit, but cannot zero it out.  Asset management within 95% to 105% of the plan will have no impact on the payout.  Asset management below 95% of the plan will increase the payout by 20%.  Asset management above 105% of the plan will decrease the payout by 20%.

 

·                  The Committee has authority to modify the performance goal at the beginning of the year to provide for adjustments for certain non-recurring items, and to exercise negative discretion when measuring performance after year-end.  As a result, the measurement of asset management for Total Company and Grocery Products excluded the assets attributed to the Justin’s business acquired during the year and the Diamond Crystal Brands business sold during the year, and the Committee further exercised its negative discretion to exclude capital not spent due to delays in construction of the China plant.

 

The maximum payout under the AIP is 200% of the target incentive.  The Compensation Committee retains discretion to reduce the amount of any award payout.

 

Upon initial eligibility for AIP participation, an employee receives a target annual incentive.  Following the end of each fiscal year, the Company calculates each participant’s AIP award.  The calculation is as follows:

 

1.              The EBIT/segment profit payout as a percentage of target is calculated first.  This is done by utilizing the payout table described above.

 

2.              The AIP modifier portion of the award is then calculated.  This is done utilizing the AIP modifier procedure described above.

 

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3.              The EBIT/segment profit payout as a percentage of target is multiplied by the AIP modifier resulting in the AIP payout percentage.

 

4.              The target incentive is multiplied by the AIP payout percentage resulting in the AIP award.

 

For example - CEO AIP award calculation for fiscal 2016:

 

·                  Mr. Ettinger’s target incentive is $1,450,000

 

·                  Total Company EBIT payout based on performance

 

x Total Company asset management modifier performance

 

= AIP payout percentage of 155.0%

 

·                  Mr. Ettinger’s AIP award is:

$1,450,000 target incentive x 155.0% = $2,247,500

 

The fiscal 2016 AIP payout percentage varied for the NEOs, based upon the Total Company results or their segment results, as follows:

 

 

 

Target
Incentive

 

Basis for AIP Incentive
Payment

 

AIP Payout % Including
Asset Management Modifier

Jeffrey M. Ettinger

 

$1,450,000

 

Total Company

 

155.0%

Steven G. Binder

 

$575,000

 

   1/4 Refrigerated Foods

 

200.0%

 

 

 

 

   1/4 Grocery Products

 

125.0%

 

 

 

 

   1/2 Total Company

 

155.0%

 

 

 

 

                  Weighted Total

 

158.8%

Jody H. Feragen

 

$500,000

 

Total Company

 

155.0%

James P. Snee

 

$600,000

 

Total Company

 

155.0%

Glenn R. Leitch

 

$375,000

 

   1/2 Jennie-O Turkey Store

 

160.0%

 

 

 

 

   1/2 Total Company

 

155.0%

 

 

 

 

                  Weighted Total

 

157.5%

 

Total Company and the Refrigerated Foods, Grocery Products and Jennie-O Turkey Store segments surpassed their EBIT/segment profit goal for fiscal 2016.  Total Company and all segments met their asset management goals.  The resulting payout percentages represent this performance.  While the actual results for Refrigerated Foods would lead to a payout greater than 200%, the AIP has a cap of 200%.

 

The Total Company EBIT goal for fiscal 2016 was $1,202,100,000.  The Total Company’s actual EBIT performance was $1,323,430,000, which was adjusted to $1,334,474,000 for the non-recurring items described above, resulting in 111% achievement of the EBIT goal.  The Total Company asset goal for fiscal year 2016 was $5,366,938,000.  The Total Company’s actual average measured assets employed, excluding measured assets attributed to the acquired Justin’s business, the sold Diamond Crystal Brands business and the China plant construction delay, were $5,276,514,000, resulting in 98% achievement of the goal.  Since the actual achievement fell within the 95% to 105% range, no payout modifier was applied.

 

SEC rules provide that the Company does not have to disclose confidential financial information if doing so would result in competitive harm to the Company.  The quantitative factors identified below are all maintained by the Company as confidential and proprietary information.  The Compensation Committee believes disclosure of such information would result in competitive harm to the Company.  Such harm would be caused by factors including the following:

 

·                  Segment profit targets and results are competitively sensitive information that the Company does not publicly disclose; and

 

·                  Segment asset management targets and results are competitively sensitive information that the Company does not publicly disclose.

 

The target-level goals can be characterized as “strong performance,” meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that target performance may be achieved, while the threshold goals are more likely to be achieved and the maximum goals represent more aggressive levels of performance.

 

Long-Term Incentives

 

Why Long-Term Incentives?

 

The Hormel Foods Corporation 2009 Long-Term Incentive Plan (“LTIP”) is administered by the Compensation Committee and is utilized for the Company’s long-term compensation programs.  The LTIP allows the Compensation Committee to grant Company executive officers different types of performance awards conditioned on achievement of

 

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objective performance goals.  LTIP performance awards are designed to provide a small group of key employees selected by the Committee with an incentive to maximize stockholder value.  LTIP performance awards granted in fiscal 2016 provide an additional incentive opportunity based on the Company’s long-term “Total Shareholder Return” performance compared to its peers.  The Committee feels that the relative performance nature of these LTIP awards balances the absolute performance of the stock options, and recognizes the cyclicality of the business.  In other words, if the Company underperforms versus peers in a very strong market, the options may be valuable, but the LTIP awards will be worthless.  Conversely, if the Company outperforms its peers in a very weak market, the options may be worthless, but the LTIP awards would generate a reward.

 

How the LTIP Awards Work

 

“Total Shareholder Return” measures the increase in stock price, assuming reinvested dividends.  Each participant, including the NEOs, is given a target dollar award opportunity for the three-year performance period.  In selecting participants, and the amount of cash incentive which can be earned by each participant, the Compensation Committee considers various factors.  These factors include the nature of the services rendered by the employee, his or her present and potential contributions to the success of the Company, and the LTIP award as a component of competitive total compensation based on market data.

 

LTIP award opportunities are typically granted annually.  This was the case in July 2016, when LTIP performance awards were granted.  Since the performance cycle for each award is three years, participants can have up to three annual overlapping three-year LTIPs active at any time. If, during any three year performance cycle, a subsequent target award is increased or decreased due to a promotion or other job change, that increase or decrease will be applied to any existing target awards as of the subsequent award’s effective date.

 

If the Company’s actual Total Shareholder Return for the three-year period is at the 50th percentile of the peer group, then participants earn the target award.  If the Company’s actual Total Shareholder Return ranks highest among the peers, then the award payout equals three times the target opportunity.  No award is paid unless actual Total Shareholder Return is above the 25th percentile of the peers.  Awards will be interpolated for Company performance between the discrete points.  The Compensation Committee retains discretion to reduce the amount of any award payout.  The peer group consists of 24 publicly traded companies in the food industry, listed below.

 

 

 

LTIP Peer Companies

 

 

Campbell Soup Company
Clorox
Conagra Brands, Inc.

 

The Hershey Company
The J.M. Smucker Company
Kellogg Company

 

Pilgrim’s Pride Corp.
Pinnacle Foods Inc.
Post Holdings, Inc.

Dean Foods Company
Flowers Foods, Inc.
Fresh Del Monte Produce Inc.

 

The Kraft Heinz Company
McCormick & Company, Inc.
Mead Johnson Company

 

Sanderson Farms, Inc.
Seaboard Corporation
Snyders-Lance Inc.

General Mills, Inc.
The Hain Celestial Group, Inc.

 

Mondelez International Inc.
PepsiCo Inc.

 

Treehouse Foods Inc.
Tyson Foods Inc.

 

See footnote 5 to the Summary Compensation Table on page 25 for LTIP performance and the payout made in fiscal 2016.

 

Stock Incentives

 

Why Stock?

 

The LTIP also allows the Committee to grant different types of equity awards, including stock options, restricted stock and other stock-based awards.  In general, the Committee uses stock options as the primary form of annual equity award.  The Committee favors stock options because the option structure focuses executives on continued stock price improvement.  Stock option grants typically vest equally over a four year period and have a term of ten years. This extended vesting period and term encourage executives to weigh how business decisions made in the near-term affect the Company’s long-term stock price performance.

 

The Compensation Committee also has built a safeguard into administration of the plan.  Stock options are granted annually, effective as of the first Tuesday of December, except for stock option grants to the CEO.  This practice ensures that option grant dates cannot be manipulated for a more favorable strike price.  The Committee determined to make the CEO’s stock option grants effective the same date as the nonemployee directors’ restricted share grants, February 1.  This date was chosen as it is a fixed date which falls shortly after conclusion of the annual CEO evaluation process.  Options are always granted at the market price of the Company’s stock at the date of grant.  Options thus provide compensation to the optionee only to the extent the market price of the stock increases between the date of grant and the date the option is exercised.  Options are intended to provide long-term compensation tied specifically to increases in the price of the Company’s stock, thereby aligning the financial interests of executives and stockholders.

 

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The Company’s officers are expected to hold Company stock with a value equivalent to 1.5 to 5 times their five-year average annual base salary, depending on position.   See “Stock Ownership Guidelines” on page 8 for more information on the Company’s stock ownership guidelines, as well as the Company’s pledging and hedging policies.  Once officers achieve their stock ownership guidelines, there are no other stock holding requirements.

 

How Awards are Determined

 

The Compensation Committee determines, with the assistance of its outside consultant, the amount of options to be granted to executive officers, including the CEO.  The CEO adds his input and recommendations regarding grants to executives (other than himself) and other eligible employees.  The Committee reviews such recommendations and determines all final option grants to all eligible employees.

 

Option awards generally reflect the Compensation Committee’s assessment of the influence an employee’s position has on stockholder value.  The number of options awarded may vary up or down from prior year awards based on the level of an individual executive officer’s contribution to the Company in a particular year, determined in part on the recommendation of the CEO.  The Committee’s determination of option grants in fiscal 2016 and in past years took into consideration a number of factors.  These factors include past grants to the individual, total compensation level (relative to other executives and relative to market data), contributions to the Company during the last completed fiscal year, potential for contributions in the future, and as a component of competitive total compensation based on market data.

 

Clawback Policy

 

The Committee has adopted a “clawback” policy which provides for recoupment of incentive compensation in certain circumstances. If the Company restates its reported financial results for reasons other than a restatement required by a change in applicable accounting standards, the Board will review the bonus and other awards made to the executive officers based on financial results during the period subject to the restatement and, to the extent practicable under applicable law, the Company will seek to recover or cancel any such awards which were awarded as a result of achieving performance targets that would not have been met under the restated financial results.

 

Pension Plan

 

The Company maintains noncontributory defined benefit pension plans covering substantially all salaried employees.   Pension benefits for salaried employees are based upon the employee’s highest five years of compensation (as described below) of the last ten calendar years of service and the employee’s length of service.

 

The Salaried Employees Pension Plan (“Pension Plan”) provides an annual pension benefit based on the base benefit and supplemental benefit.  The base benefit is 0.95% of the average annual compensation multiplied by the years of benefit service, limited to 40 years, at retirement.  The supplemental benefit is 0.65% of average annual compensation less covered compensation multiplied by the years of benefit service, limited to 35 years.  Average annual compensation is the average of the highest five years of compensation of the last ten completed calendar years at retirement.  For this purpose, annual compensation consists of base salary, Operators’ Share Plan payments and Annual Incentive Plan payments.  Covered compensation is derived from a published table based on year of birth that averages the maximum social security wage bases during the participant’s working life.

 

The earliest eligible retirement age is 55 years, after completion of 15 years of service.  The base benefit is discounted 0.5% for every month retirement occurs before age 62.  However, an employee may retire with 30 years of service after attaining age 60 and avoid the discount on the base benefit.  The supplemental benefit is multiplied by an adjustment factor which increases from 0.48 at age 55 to 1.00 at age 65.

 

The Pension Plan was amended in fiscal 2011 to change the benefit formula effective January 1, 2017.   Pension benefits will continue to be based on average annual compensation and utilize covered compensation as a supplemental benefit. The base benefit will be an 8% or 10% credit for each year of service after January 1, 2017.  If the sum of the employee age and years of service as of the beginning of the plan year is 75 or less, the employee receives an 8% base pay credit.  If it is greater than 75, the employee receives a 10% base pay credit.  An annual supplemental credit of 4% for each year is included if average annual compensation is greater than covered compensation at termination of employment.

 

At termination of employment, the sum of the base pay annual credits is multiplied by the average annual compensation with the result being the base portion of the pension benefit.  The sum of supplemental credits is multiplied by the result of the average annual compensation minus covered compensation with the result being the supplemental portion of the pension benefit.  The pension benefit is payable in a lump sum or an annuity at the choice of the participant.  The earliest retirement age and discount factors were not changed for current participants.

 

The match in the Company’s Tax Deferred Investment Plan A - 401(k) (“401(k) Plan”) covering these employees increased effective October 31, 2016 in conjunction with this modification.

 

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Supplemental Executive Retirement Plan

 

Why have a SERP?

 

The Hormel Supplemental Executive Retirement Plan (“SERP”) provides an annual pension benefit to a select group of management, including all NEOs, based on the same pension formula as the Pension Plan.  The SERP bases the benefit on compensation that is not allowable in the Pension Plan.  Such compensation includes amounts over the qualified plan compensation limit, currently $270,000, restricted stock awards, and deferrals to nonqualified deferred income plans.  Rather than adding a different measure of value, the SERP merely restores the value executives lose under the Pension Plan (described above) due to government limitations.

 

Nonqualified Deferred Compensation Plan

 

Why have a NQDCP?

 

In the same way that the SERP eliminates the government-imposed limitations on the Pension Plan, the nonqualified deferred compensation plan, the Executive Deferred Income Plan (“NQDCP”), eliminates the government-imposed limitations on the 401(k) Plan.  The Company’s NQDCP permits eligible employees, including all NEOs, to annually defer certain compensation.  This compensation includes base salary, Operators’ Shares dividend equivalents and year-end payments, AIP payments, and long-term incentive payments.  Effective October 31, 2016, the Company will make contributions on behalf of participants for 401(k) match amounts which could not be contributed to the 401(k) Plan because of government-imposed limitations.  The Company also may make discretionary contributions to the participant’s deferral accounts.

 

Deferrals of cash compensation are credited with deemed investment gains and losses.  Similar to a 401(k) plan, the participant may choose from a number of investments, none of which provide above-market interest rates.  Payments under the NQDCP are made on the date(s) selected by each participant in accordance with the terms of the plan or on such other date(s) as specified in the plan.  Payments relating to deferrals of cash compensation are paid in cash.

 

In connection with the NQDCP, the Company has created a grantor trust, commonly known as a “rabbi trust.”  The Company is under no obligation to further fund this trust and would do so only at its discretion.  The assets of the trust are intended to be used to pay benefits under the plan, but the assets of the trust are subject to the claims of general creditors of the Company.

 

The Compensation Committee believes that the SERP and the NQDCP together provide a competitive retirement package for executives that is consistent with the retirement benefits provided to all Company employees.

 

Survivor Income Protection Plan

 

Why have a SIPE?

 

The Hormel Survivor Income Plan for Executives (“SIPE”) is provided in addition to the life insurance plan which is available to all salaried employees.  As with the qualified pension plans, there are limits on the levels of insurance provided under the broad-based plan.  The Company offers the SIPE to provide a death benefit commensurate with the income levels of the participants.  The SIPE is available to a designated group of management employees, including all NEOs.

 

The SIPE pays a benefit to the employee’s spouse or dependent child of 60% of average salary (based on a five-year average) for up to 20 years if the eligible employee died while actively employed.  If the payment is made to a beneficiary instead of a spouse or dependent child, the maximum duration is five years (for participants joining the SIPE in 2000 or after) or 20 years (for participants joining the SIPE prior to 2000).  If the eligible employee died after retirement, payment to the spouse or dependent child is 1% per year of service up to 40% of average salary for 15 years.  If the payment is made to a beneficiary, not to a spouse or dependent child, the maximum duration is five years (for participants joining the SIPE in 2000 or after) or ten years (for participants joining the SIPE prior to 2000).  The SIPE was amended in fiscal 2009 to discontinue the post-retirement benefit for new officers effective on or after October 26, 2009.

 

Perquisites

 

The Company provides limited perquisites to its executive officers.  The Company maintains two corporate aircraft, but executive use of the aircraft is strictly limited to business purposes.

 

The Company maintains a condominium in Vail, Colorado.  The condominium is made available to members of senior management as a vacation destination.  The taxable value of the use of this property is charged as taxable income to the employee, in accordance with IRS regulations.

 

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The Company provides cars to executive officers.  Due to business travel needs, the Company has chosen to provide a Company car in lieu of paying mileage for the use of a personal vehicle.  The annual taxable value of the vehicle is charged as taxable income to the employee, in accordance with IRS regulations.

 

The Company provides a designated group of managers, including executive officers, an annual medical physical.  Assuring these key managers are in good health minimizes the chance business operations will be interrupted due to an unexpected health condition.

 

In connection with Ms. Feragen’s retirement, the Compensation Committee granted her 14 years of deemed service credit prior to her employment by the Company for the purpose of determining what premium or other contribution Ms. Feragen must make as a condition of receiving post-termination medical benefits, and what premium or other contribution Ms. Feragen’s surviving spouse and dependents must make as a condition to receiving survivor health benefits.  The sole impact was to grant Ms. Feragen and her surviving spouse and dependents access to retiree health care benefits at a reduced premium or other contribution.

 

How Annual Compensation Decisions are Made

 

The Compensation Committee reviews and approves recommendations for pay changes for the CEO, each of his 10 direct reports and a group of 24 additional officers who hold key positions within the Company.  Each year, the Committee asks its outside consultant to update the competitive analysis for each of these positions.

 

For the NEOs, the consultant develops “market consensus” data using both a peer group of companies similar to the Company in size and industry (listed below) and a combination of several compensation surveys.  The use of peer group data (1) provides the Compensation Committee with more specific information regarding market practices than is available from surveys and (2) allows the Committee to compare the Company’s relative pay positioning in relation to the Company’s relative performance positioning to ensure a proper pay-for-performance alignment.  The use of survey data (1) provides information based on specific position responsibilities rather than pay level and (2) provides pay information for positions that fall below the NEOs.  The consultant works with the Company’s Senior Vice President of Human Resources to ensure a proper understanding of the roles, responsibilities and revenue scope of each position reviewed.

 

Hormel Foods Pay and Performance Peer Group

Campbell Soup Company

Conagra Brands, Inc.

Dean Foods Company

Flowers Foods, Inc.

Fresh Delmonte Produce

General Mills, Inc.

The Hain Celestial Group, Inc.

The Hershey Company

The J.M. Smucker Company

Kellogg Company

Kraft Foods Group Inc.

McCormick & Company, Inc.

Mondelez International Inc.

Pilgrim’s Pride Corporation

Pinnacle Foods Inc.

Post Holdings, Inc.

Sanderson Farms, Inc.

Seaboard Corporation

Treehouse Foods, Inc.

Tyson Foods Inc.

The WhiteWave Foods Company

2015/2016 Fiscal Year Data

($ in millions)

Revenues

Market Capitalization

Hormel Foods
(Fiscal 2015)

$9,264

$18,074

 

25th Percentile

$3,866

$3,587

 

Median

$7,387

$6,856

 

75th Percentile

$11,643

$19,353

 

The companies in this Pay and Performance Peer Group are different than the LTIP Peer Companies because the purpose of each list is different.  The Pay and Performance Peer Group consists of food companies which are more similar in size to the Company.  This makes them a better match to use for compensation comparison purposes.  The LTIP Peer Companies are a broader group of food companies which are publicly traded, allowing for determination of relative total shareholder return performance.  Since total shareholder return is not dependent on company size, a broader group of companies can be included.   This broader group assures there will be a sufficient number of comparison companies at the end of the three-year LTIP performance cycle if some of the companies are eliminated by acquisition, bankruptcy, or similar events.  Each year the Committee reviews the Pay and Performance Peer Group and the LTIP Peer Companies with input from the consultant and approves any changes.

 

Upon completing the competitive analysis, the consultant provides the Compensation Committee with a report of the relative pay and performance findings.  Based on the results of this analysis, the Committee discusses strategic goals for the program and establishes broad parameters for annual pay decisions, including desired changes in overall pay mix.  The consultant then works with the CEO and the Senior Vice President of Human Resources to develop an initial set of recommendations for annual pay decisions, consistent with the guidelines established by the Committee.  The consultant presents preliminary recommendations to the CEO and Senior Vice President of Human Resources based on each

 

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executive’s market positioning and relative internal positioning.  The CEO and Senior Vice President of Human Resources then modify those recommendations based on their assessment of each individual’s performance and contribution.  The initial results are then submitted to the Committee for review and discussion.  Based on the Committee discussion, modifications are made to the initial recommendations and the Committee approves the final recommendations at a subsequent meeting.  The CEO does not participate in the Committee’s process for establishing the CEO’s compensation.

 

For fiscal year 2016, the Compensation Committee approved salary increases and changes to Operators’ Shares grants, AIP award target amounts, LTIP award target amounts and stock option grants for the NEOs and other key executives.  The resulting fiscal 2016 compensation levels for the NEOs are detailed in the Summary Compensation Table on page 25 and the supporting tables that follow.  At target performance, each NEO’s total direct compensation (total cash compensation plus long term compensation) will be between the 50th and 75th percentile of market consensus data.

 

The Compensation Committee considers the positioning of NEO compensation appropriate in light of the experience, expertise, responsibilities and performance of these five individuals.

 

Tax Deductibility

 

Compensation decisions for our executive officers are made with full consideration of the tax implications, including deductibility under Section 162(m) of the Internal Revenue Code.  Section 162(m) limits the deductibility of compensation paid to certain executive officers in excess of $1 million annually, but excludes “performance-based compensation” from this limit.

 

Our stockholders have approved the Company’s Operators’ Share Plan and LTIP for the purpose of permitting awards under those plans to qualify as performance-based compensation under Section 162(m).  The Compensation Committee generally intends for compensation awarded under those plans to be deductible, except for dividend equivalents paid under the Operators’ Share Plan.  Such dividends may not be deductible in full for any NEO in a given year.  The Compensation Committee reserves the right to make other compensation payments that do not qualify as performance-based compensation under Section 162(m) when the Compensation Committee determines it advisable to do so to properly incentivize our executive officers.

 


 

ANALYSIS OF RISK ASSOCIATED WITH OUR COMPENSATION PLANS

 

In making decisions regarding compensation program design and pay levels, our Compensation Committee and senior management consider many factors, including any potential risks to the Company and its stockholders.  Although a significant portion of our executives’ compensation is performance-based and “at-risk,” we believe the Company’s compensation plans are appropriately structured and are not reasonably likely to have a material adverse effect on the Company.

 

Senior management, with the oversight of the Committee, implements and administers the compensation program for all employees of the Company other than the executive group.

 

The Committee, with the assistance of its independent outside consultant, oversees all aspects of the executive compensation program including:

 

·      Approval of the companies included in the peer group for comparison purposes;

 

·      Review and approval of threshold, target and performance goals for short- and long-term incentives;

 

·      Approval of all equity grants; and

 

·      Approval of all pay actions for senior executives (currently 35 incumbents).

 

Specifically, the Committee notes the following design features that mitigate potential risk:

 

1.     Our short-term variable pay consists of two programs that provide a strong balance of performance measures:

 

·      The Operators’ Share Plan rewards absolute Company-wide EPS performance.  The plan ties all participants to the results of the total Company and the award levels are not subject to budget “negotiations”;

 

·      The AIP rewards the achievement of operating income and asset management relative to Committee-approved goals;

 

§      The inclusion of asset management discourages decisions designed to boost short-term results;

 

§      Including both Company-wide and division measures creates a balance between focus on overall results and a tangible pay-for-performance relationship for division executives; and

 

§      The cap on annual payouts mitigates the risk of excessive rewards for temporary, unsustainable results.

 

2.     Our long-term incentive structure consists of two programs that balance absolute and relative shareholder value creation over a multi-year period:

 

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·      The LTIP performance awards program rewards relative total shareholder return over a three-year performance period;

 

§      The relative nature of the measurement mitigates the risk of overpayment for absolute performance that lags industry expectations;

 

·      The Stock Option grants vest over a four-year period and provide reward for the achievement of absolute stock price performance;

 

§      Multi-year vesting of options mitigates the risk that executives can reap excessive rewards from temporary stock price increases;

 

·      In addition, executives (and directors) are subject to stock ownership guidelines, which require minimum stock holdings for the duration of the executives’ employment; and

 

·      Further, the multi-year nature of both plans also serves as a retention tool, mitigating the risk of unwanted executive turnover.

 

3.     Executive officers’ incentive compensation is subject to recoupment in the event of certain financial restatements to recover amounts that would not have been earned based on the restated financial results.

 

 

COMPENSATION OF NAMED EXECUTIVE OFFICERS (NEOs)

 

The following tables and narrative disclosure should be read in conjunction with the Compensation Discussion and Analysis, which presents the objectives of our executive compensation and benefit programs.  The table below presents compensation for individuals who served as Chief Executive Officer and Chief Financial Officer and for the other three most highly compensated executive officers who were serving as executive officers at the end of fiscal 2016.

 

SUMMARY COMPENSATION TABLE

 

Name and
Principal Position
(1)

Year

Salary
($)
(2)

Bonus
($)
(3)

Stock
Awards
($)

Option
Awards
($)
(4)

Non-Equity
Incentive Plan
Compensation
($)
(5)

Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(6)

All Other
Compensation
($)
(7)

Total
($)

Jeffrey M. Ettinger

2016

1,019,455

400

-

3,000,281

5,492,200

2,622,711

57,789

12,192,836

 Chairman and Chief Executive

2015

1,000,220

300

-

2,999,700

4,629,350

763,669

61,866

9,455,105

 Officer

2014

1,000,220

300

-

3,000,376

3,615,950

1,987,891

57,876

9,662,613

Steven G. Binder

2016

500,965

400

-

800,298

2,057,893

1,608,831

52,160

5,020,547

 Executive Vice President and

2015

481,650

300

-

775,152

1,669,463

620,420

45,886

3,592,871

 President, Hormel Business Units       

2014

466,380

300

-

775,376

1,292,601

982,626

47,695

3,564,978

Jody H. Feragen

2016

500,965

400

-

775,626

1,901,510

763,069

37,320

3,978,890

 Executive Vice President and

2015

481,650

300

-

775,152

1,460,400

352,835

38,909

3,109,246

 Chief Financial Officer

2014

466,380

300

-

775,376

1,161,850

618,528

41,794

3,064,228

James P. Snee

2016

509,595

400

-

824,970

1,674,932

469,339

35,283

3,514,519

 President & Chief Operating Officer

 

 

 

 

 

 

 

 

 

Glenn R. Leitch

2016

380,500

400

-

470,310

1,191,625

480,504

34,750

2,558,089

 Group Vice President

2015

353,170

300

-

430,416

848,500

255,202

32,236

1,919,824

 

2014

317,580

300

-

430,215

685,464

287,418

33,380

1,754,357

 

(1)           Mr. Ettinger was Chief Executive Officer for the entirety of fiscal 2016, retiring from that position at the end of the fiscal year.  Ms. Feragen was Chief Financial Officer for the entirety of fiscal 2016, retiring from that position at the end of the fiscal year.  Mr. Snee became President and Chief Executive Officer effective October 31, 2016.

 

(2)           Includes amounts voluntarily deferred under the Company’s Tax Deferred Investment Plan A - 401(k) and the Executive Deferred Income Plan.

 

(3)           Consists of a discretionary bonus that was paid, in the same amount, to all other eligible employees.

 

(4)           Consists of the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with FASB ASC Topic 718.  The grant date fair value is based on the Black-Scholes valuation model.  Assumptions used to calculate these amounts are included in Note A, “Summary of Significant Accounting Policies – Employee Stock Options,” and Note L, “Stock-Based Compensation,” of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016.

 

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(5)           Consists of Operators’ Share Incentive Compensation Plan and Annual Incentive Plan payments earned during the fiscal year, the majority of which were paid subsequent to fiscal year end, and payouts under the LTIP performance awards, as shown in the table below.  For the LTIP performance period June 10, 2013 through June 16, 2016, the Company’s Total Shareholder Return was at the 85.7 percentile, resulting in a payout at 185.7% of the target awards.  Includes amounts voluntarily deferred under the Executive Deferred Income Plan.

 

Name

Year

Operators’
Share Plan
Payment
($)

Annual
Incentive Plan
Payment
($)

LTIP Payout
($)

Total Non-Equity
Incentive Plan
Compensation
($)

Jeffrey M. Ettinger

2016

459,200

2,247,500

2,785,500

5,492,200

 

2015

355,600

1,820,000

2,453,750

4,629,350

 

2014

312,200

1,470,000

1,833,750

3,615,950

Steven G. Binder

2016

328,000

912,813

817,080

2,057,893

 

2015

254,000

826,563

588,900

1,669,463

 

2014

223,000

639,375

430,226

1,292,601

Jody H. Feragen

2016

328,000

775,000

798,510

1,901,510

 

2015

254,000

617,500

588,900

1,460,400

 

2014

223,000

498,750

440,100

1,161,850

James P. Snee

2016

328,000

930,000

416,932

1,674,932

Glenn R. Leitch

2016

229,600

590,625

371,400

1,191,625

 

2015

177,800

376,250

294,450

848,500

 

2014

156,100

329,063

200,301

685,464

 

(6)           Consists of the annual increase in the actuarial present value of accumulated benefits under the Pension Plan and the SERP.  In accordance with SEC rules, the present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements.  See “Pension Benefits” on page 30. The NEOs had no above-market or preferential earnings on deferred compensation.

 

(7)           All other compensation, including perquisites and other personal benefits, consists of the following:

 

ALL OTHER COMPENSATION

Name

Year

Joint Earnings Profit
Sharing
($)
(a)

Company 401k
Match
($)
(b)

Use of Company
Car
($)
(c)

Use of Company
Properties
($)
(d)

Physical
Exams
($)
(e)

Total
($)

Jeffrey M. Ettinger

2016

39,432

900

12,148

3,089

2,220

57,789

 

2015

41,163

900

12,025

7,778

-

61,866

 

2014

41,163

900

13,643

-

2,170

57,876

Steven G. Binder

2016

19,506

900

13,975

5,097

12,682

52,160

 

2015

19,966

900

14,231

4,851

5,938

45,886

 

2014

19,549

900

15,444

4,933

6,869

47,695

Jody H. Feragen

2016

19,506

900

13,663

-

3,251

37,320

 

2015

19,966

900

13,447

-

4,596

38,909

 

2014

19,549

900

14,475

-

6,870

41,794

James P. Snee

2016

19,711

900

11,875

-

2,797

35,283

Glenn R. Leitch

2016

14,986

900

15,580

-

3,284

34,750

 

2015

14,820

900

14,585

-

1,931

32,236

 

2014

13,996

900

15,970

-

2,514

33,380

 

 (a)          Consists of Joint Earnings Profit Sharing distributions for each fiscal year that were authorized and paid subsequent to fiscal year end.  Company Joint Earnings Profit Sharing distributions may be authorized by the Board of Directors in its discretion based on Company profits.  The total amount of Company distributions declared available to all participants by the Board is allocated in the same proportion as each person’s base weekly wage bears to the total base wage for all eligible persons.  Distributions to the NEOs are calculated using the same formula as is used for all eligible employees.  Distributions to the NEOs include both a contribution to the Joint Earnings Profit Sharing Trust and a Joint Earnings profit sharing cash payment.

 

(b)           Consists of Company matching payments under the Hormel Tax Deferred Investment Plan A - 401(k).  This matching payment, in the same amount, is available to all other eligible employees.

 

(c)           Consists of the aggregate incremental cost to the Company of a vehicle provided to the NEO for business and personal use.   This cost includes the depreciation expense of the vehicle and insurance, license, fuel and maintenance costs.

 

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(d)                                 Consists of the aggregate incremental cost to the Company of use of a Company-owned condominium in Vail, Colorado.  This cost is the total costs of the property allocated between the two units in the condominium and then divided by the number of weeks the units are available for use.  Costs of the property include property management, insurance, utilities, remodeling, repairs and property taxes.

 

(e)                                  Consists of costs of physical medical examinations paid for by the Company.

 

The following table describes each stock option and non-equity incentive plan award made to each NEO in fiscal 2016.

 

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2016

 

Estimated Future Payouts Under Non-
Equity Incentive Plan Awards

All Other
Option Awards:

Exercise
or

Grant Date

Award
Approval

Operators’
Shares
(1)

Threshold

Target

Maximum

Number of
Securities
Underlying
Options

Base
Price of
Option
Awards

Fair Value
of Stock
and Option
Awards

Name

Grant Date

Date

(#)

($)

($)

($)

(#)

($/Sh.)

($)

Jeffrey M. Ettinger

 

12/18/2015(1)

280,000

355,600

 

 

 

 

12/18/2015 (2)

 

725,000

1,450,000

2,900,000

 

 

 

2/1/2016(3)

12/18/2015

 

 

 

 

359,100

41.01

3,000,281

7/25/2016(4)

 

1,200,000

2,400,000

7,200,000

 

 

 

Steven G. Binder

11/23/2015(1)

200,000

254,000

 

 

 

 

11/23/2015 (2)

 

287,500

575,000

1,150,000

 

 

 

12/1/2015(3)

11/23/2015

 

 

 

103,800

37.755

800,298

7/25/2016(4)

 

250,000

500,000

1,500,000

 

 

 

Jody H. Feragen

 

11/23/2015 (1)

200,000

254,000

 

 

 

11/23/2015 (2)

 

250,000

500,000

1,000,000

 

 

 

12/1/2015(3)

11/23/2015

 

 

 

100,600

37.755

775,626

7/25/2016 (4)

 

225,000

450,000

1,350,000

 

 

 

James P. Snee

 

11/23/2015 (1)

200,000

254,000

 

 

 

11/23/2015 (2)

 

300,000

600,000

1,200,000

 

 

 

12/1/2015(3)

11/23/2015

 

 

 

 

107,000

37.755

824,970

7/25/2016 (4)

 

262,500

525,000

1,575,000

 

 

 

Glenn R. Leitch

 

11/23/2015 (1)

140,000

177,800

 

 

 

 

11/23/2015 (2)

 

187,500

375,000

750,000

 

 

 

12/1/2015(3)

11/23/2015

 

 

 

 

61,000

37.755

470,310

7/25/2016 (4)

 

150,000

300,000

900,000

 

 

 

 

(1)                                 The “Operators’ Shares” column discloses the number of Operators’ Shares granted to each NEO for fiscal 2016.  The “target” column shows the estimated possible Operators’ Share payment for fiscal 2016 based on fiscal 2015 EPS of $1.27 (as adjusted for the two-for-one stock split distributed on February 9, 2016).  In accordance with SEC rules, this estimated possible payment is based on the previous fiscal year’s performance since the fiscal 2016 EPS results are not determinable when the award is made at the beginning of fiscal 2016.  The actual Operators’ Share payment earned in fiscal 2016 for each NEO based on fiscal 2016 EPS of $1.64 was paid subsequent to fiscal year end and is included under “Non-Equity Plan Incentive Compensation” in the Summary Compensation Table on page 25.    See “Operators’ Share Incentive Compensation Plan” on page 17 for a description of Operators’ Shares.

 

(2)                                 Consists of AIP performance awards granted in fiscal 2016. These awards include target amounts and are subject to threshold and maximum payouts under the AIP.  The actual AIP payment earned in fiscal 2016 for each NEO was paid subsequent to fiscal year end and is included under “Non-Equity Plan Incentive Compensation” in the Summary Compensation Table on page 25.    See “Annual Incentive Plan” on page 17 for a description of the AIP and AIP payouts for fiscal 2016.

 

(3)                                 Consists of stock options granted under the Company’s 2009 Long-Term Incentive Plan.  The number of securities underlying the stock options and exercise price are as adjusted for the two-for-one stock split distributed on February 9, 2016.  These options vest at 25% per year on the anniversary of the grant date.  The grant date fair value is included under “Option Awards” in the Summary Compensation Table on page 25.  See “Potential Payments Upon Termination” on page 31 for a discussion of how equity awards are treated under various termination scenarios.

 

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(4)                                 Consists of LTIP performance awards made in fiscal 2016. The performance period is June 3, 2016 through the 20th trading day after the Company’s second fiscal quarter 2019 earnings release, ending June 30, 2019 at the latest.  The actual cash amounts payable at the end of the performance period under these LTIP performance awards, if any, cannot be determined because the amount earned will be based on the Company’s future performance and the future performance of the peer group.    See “Long-Term Incentives” on page 19 for a description of the LTIP awards and potential payouts for LTIP awards.

 

The following table summarizes the total outstanding equity awards as of October 30, 2016 for each of the NEOs.

 

OUTSTANDING EQUITY AWARDS AT FISCAL 2016 YEAR END

 

OPTION AWARDS

Name

Number of Securities Underlying
Unexercised Options
(#) Exercisable
(1)

Number of Securities Underlying
Unexercised Options
(#) Unexercisable
(1)(2)(3)

Option Exercise
Price
($)
(1)

Option
Expiration
Date 

Jeffrey M. Ettinger

1,000,000

 

-

 

9.6775

 

12/5/2016

 

1,200,000

 

-

 

10.035

 

12/4/2017

 

1,400,000

 

-

 

7.5975

 

2/2/2019

 

1,400,000

 

-

 

9.78

 

2/1/2020

 

1,400,000

 

-

 

12.42

 

2/1/2021

 

1,400,000

 

-

 

14.485

 

2/1/2022

 

 

900,000

 

300,000

 

17.71

 

2/1/2023

 

331,900

 

331,900

 

21.73

 

2/3/2024

 

166,650

 

499,950

 

25.87

 

2/2/2025

 

-

 

359,100

 

41.01

 

2/1/2026

 

Steven G. Binder

30,000

 

-

 

10.035

 

12/4/2017

 

 

50,000

 

-

 

6.315

 

12/2/2018

 

 

220,000

 

-

 

9.5625

 

12/1/2019

 

 

220,000

 

-

 

12.48

 

12/7/2020

 

 

300,000

 

-

 

14.80

 

12/6/2021

 

 

187,500

 

62,500

 

15.49

 

12/4/2022

 

 

78,400

 

78,400

 

22.99

 

12/3/2023

 

 

38,450

 

115,350

 

26.38

 

12/2/2024

 

 

-

 

103,800

 

37.755

 

12/1/2025

 

Jody H. Feragen

100,000

 

-

 

9.5625

 

12/1/2019

 

300,000

 

-

 

12.48

 

12/7/2020

 

300,000

 

-

 

14.80

 

12/6/2021

 

187,500

 

62,500

 

15.49

 

12/4/2022

 

78,400

 

78,400

 

22.99

 

12/3/2023

 

38,450

 

115,350

 

26.38

 

12/2/2024

 

 

-

 

100,600

 

37.755

 

12/1/2025

 

James P. Snee

400

 

-

 

9.3525

 

1/8/2017

 

12,000

 

-

 

10.035

 

12/4/2017

 

40,000

 

-

 

6.315

 

12/2/2018

 

48,000

 

-

 

9.5625

 

12/1/2019

 

56,000

 

-

 

12.48

 

12/7/2020

 

 

60,000

 

-

 

14.80

 

12/6/2021

 

 

75,000

 

25,000

 

15.49

 

12/4/2022

 

 

30,300

 

30,300

 

22.99

 

12/3/2023

 

 

14,900

 

44,700

 

26.38

 

12/2/2024

 

 

-

 

107,000

 

37.755

 

12/1/2025

 

Glenn R. Leitch

16,000

 

-

 

10.035

 

12/4/2017

 

16,000

 

-

 

6.315

 

12/2/2018

 

20,000

 

-

 

9.5625

 

12/1/2019

 

16,000

 

-

 

12.48

 

12/7/2020

 

 

80,000

 

-

 

14.80

 

12/6/2021

 

 

105,000

 

35,000

 

15.49

 

12/4/2022

 

 

28



Table of Contents

 

 

43,500

 

43,500

 

22.99

 

12/3/2023

 

 

21,350

 

64,050

 

26.38

 

12/2/2024

 

 

-

 

61,000

 

37.755

 

12/1/2025

 

 

(1)                                 The number of securities underlying all unexercised options and exercise price are as adjusted for the two-for-one stock split distributed on February 9, 2016.

 

(2)                                 Stock option grants generally vest in four equal annual installments, starting with one-fourth of the grant vesting on the first anniversary of the grant date.  The stock options have a term of ten years.  The grant date is thus ten years prior to the option expiration date shown in this table.   Specific vesting dates are listed in footnote 3 below. See “Potential Payments Upon Termination” on page 31 for a discussion of how equity awards are treated under various termination scenarios.

 

(3)                                 The table below shows the vesting schedule for all unexercisable options.  These options vest on the anniversary of the grant date in the year indicated.  For example, the December 1, 2015 option grant for Mr. Binder vested as to 25,950 shares on December 1, 2016 and will vest as to 25,950 shares on each of December 1, 2017, December 1, 2018 and December 1, 2019.

 

VESTING SCHEDULE FOR UNEXERCISABLE OPTIONS

 

Name

Option
Grant
Date 

Vested in
December
2016

Will Vest
in 2017

Will Vest
in 2018

Will Vest
in 2019

Will Vest
in 2020

Jeffrey M. Ettinger

2/1/2013

-

300,000

-

-

-

2/3/2014

-

165,950

165,950

-

-

2/2/2015

-

166,650

166,650

166,650

-

2/1/2016

-

89,775

89,775

89,775

89,775

Steven G. Binder

12/4/2012

62,500

-

-

-

-

12/3/2013

39,200

39,200

-

-

-

12/2/2014

38,450

38,450

38,450

-

-

12/1/2015

25,950

25,950

25,950

25,950

-

Jody H. Feragen

12/4/2012

62,500

-

-

-

-