Alan Feldman
About Alan D. Feldman
Alan D. Feldman, age 73, is an independent director of JBT Marel Corporation and has served on the board since 2008; he has been Chairman of the Board since June 2020. Feldman is the former Chairman, President and CEO of Midas, Inc. (2003–2012) and previously held senior leadership roles at McDonald’s (President, McDonald’s USA in 1998; COO and President, McDonald’s Americas in 2001), with earlier finance and operations posts at Frito-Lay and Pizza Hut. He also served on the boards of Foot Locker, Inc. (2005–2024) and GNC Holdings, Inc. (2013–2020), and is a Governing Director of the University of Illinois Foundation. He is currently a member of JBT’s Compensation and Human Resources Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midas, Inc. | Chairman; President & CEO | Chairman: May 2006–May 2012; CEO: Jan 2003–May 2012 | Led international retail, parts, and services business; CEO/Chair experience brought to JBT |
| McDonald’s Corporation | President, McDonald’s USA; COO & President, McDonald’s Americas | 1998; 2001 | Senior P&L leadership in QSR operations across Americas |
| Frito-Lay (PepsiCo) | Finance/Operations posts | Not specified | Food industry, supply chain and operations exposure |
| Pizza Hut (PepsiCo) | SVP Operations; SVP Business Strategy & CFO | 1990; 1993 | Operational excellence and finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. | Director | 2005–2024 | Public company board experience in retail |
| GNC Holdings, Inc. | Director | 2013–2020 | Consumer/retail health sector experience |
| University of Illinois Foundation | Governing Director | Not specified | Non-profit governance |
Board Governance
- Independence: The Board determined all non-employee directors, including Feldman, are independent under NYSE, SEC, and Nasdaq Iceland criteria .
- Roles: Chairman of the Board since 2020; leads executive sessions of independent directors; Board determined no lead independent director needed while a non-employee chairs the Board .
- Committees: Member, Compensation and Human Resources Committee (CHRC); CHRC met 4 times in 2024 and held private sessions with its independent consultant and HR leadership (three such sessions) .
- Attendance: The Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; all continuing directors attended the 2024 Annual Meeting .
- CHRC independence and process: All CHRC members are independent; the committee uses Meridian Compensation Partners as independent consultant and targets market median (50th percentile) pay practices with rigorous pay-for-performance design .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash fees (2024) | $212,083 | Includes cash portion of $95,000 retainer (mix electable) and $120,000 Chairman fee; committee chair fees paid to applicable chairs (Feldman is not a chair of a committee) |
| Stock awards (2024) | $144,987 | RSUs granted May 1, 2024; per-share grant-date price $88.84; includes $145,000 annual non-retainer RSU grant; retainer can be received 0/50/100% in RSUs |
| All other compensation (2024) | $4,124 | Matching charitable contributions and eligible reimbursements |
| Total (2024) | $361,195 | Sum of components above |
Director compensation program notes:
- Annual retainer: $95,000; directors can elect to take 0%, 50%, or 100% of retainer in RSUs (vest in May 2025) .
- Annual non-retainer RSU: $145,000 granted May 1, 2024 .
- Chair fees: Chairman of the Board $120,000; Audit Chair $20,000; CHRC Chair $15,000; Governance & Sustainability Chair $15,000 .
- Ownership guideline: Directors must hold stock equal to 5x retainer within 5 years; all current non-employee directors subject to the requirement are in compliance .
Performance Compensation
Feldman’s director equity is time-based RSUs; directors do not receive performance-conditioned awards. As a CHRC member, Feldman oversees executive incentive plan metrics and outcomes, summarized below.
| 2024 MIP Metrics (Company-wide) | Threshold | Target | Max | Actual (2024) | Weight | BPI Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 270.0 | 300.0 | 350.0 | 295.0 | 50% | 0.83 |
| Adjusted EBITDA Margin (%) | 16.00% | 17.00% | 19.00% | 17.19% | 25% | 1.19 |
| Free Cash Flow Conversion (%) | 75.0% | 105.0% | 180.0% | 148.6% | 25% | 1.87 |
| Total BPI Rating | — | — | — | — | — | 1.18 |
| 2022–2024 LTIP Performance RSUs | 0% Payout | 100% Payout | 200% Payout | Actual | % of Target |
|---|---|---|---|---|---|
| Year 1 EPS (Adjusted) | $4.09 | $4.53 | $5.20 | $4.80 | 142.0% |
| Year 1 ROIC (Adjusted) | 8.5% | 11.5% | 15.0% | 10.8% | 81.0% |
| Combined Attainment (2022) | — | — | — | — | 124.0% |
| Year 2 EPS H1 (Adj) | $1.87 | $2.29 | $2.84 | $2.24 | 76.0% |
| Year 2 EPS H2 (Adj) | $1.96 | $2.09 | $2.48 | $2.64 | 200.0% |
| Year 2 ROIC | 8.5% | 11.0% | 15.0% | 9.8% | 71.0% |
| Combined Attainment (2023) | — | — | — | — | 118.0% |
| Year 3 EPS (Adjusted) | $3.81 | $4.04 | $4.68 | $5.38 | 200.0% |
| Year 3 ROIC (Adjusted) | 8.5% | 11.0% | 15.0% | 11.1% | 101.0% |
| Combined Attainment (2024) | — | — | — | — | 170.0% |
| Total Award Earned Payout | — | — | — | — | 137.0% |
Program features: CHRC mandates clawbacks, bans hedging/pledging, uses independent consultant Meridian, and targets 50th percentile market competitiveness; executive change-in-control benefits are double-trigger without excise tax gross-ups, and say-on-pay approval was 96.08% in 2024 .
Other Directorships & Interlocks
- Current additional public boards: none disclosed for Feldman; prior: Foot Locker (2005–2024), GNC Holdings (2013–2020) .
- CHRC Interlocks: In 2024, CHRC members were Feldman, Polly B. Kawalek, and Lawrence V. Jackson; none had been officers/employees of the Company, and no reciprocating interlocks with other issuers’ compensation committees by JBT executive officers were disclosed .
Expertise & Qualifications
- Deep food industry operating experience (McDonald’s, PepsiCo’s Frito-Lay and Pizza Hut) relevant to JBT’s FoodTech markets .
- Former CEO/Chairman experience (Midas) strengthens board oversight of strategy, capital allocation, and operational execution .
- Retail and consumer sector board experience (Foot Locker), plus governance in non-profit settings (University of Illinois Foundation) .
Equity Ownership
| Holder | Common Shares Beneficially Owned (as of 3/18/2025) | Percent of Class | RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| Alan D. Feldman | 63,205 | <1%* | 54,892 |
Notes:
- Percent of Class column in the proxy indicates less than one percent for Feldman; total shares outstanding were 51,965,360 as of March 18, 2025 .
- Director stock ownership guideline: 5x annual retainer; all applicable non-employee directors are compliant .
- Hedging and pledging of company stock are prohibited by insider trading policy; clawbacks apply broadly .
Fixed Compensation (Director Program Details)
| Element | Amount/Policy | Vesting/Terms |
|---|---|---|
| Annual Cash Retainer | $95,000; election to take 0%, 50%, or 100% in RSUs | RSUs vest one year after grant (May 2025) |
| Annual RSU Grant (Non-Retainer) | $145,000 | Granted May 1, 2024; vest one year |
| Chairman of the Board Fee | $120,000 | Annual fee for non-executive Chair |
| RSU Grant-Date Price | $88.84 per share (May 1, 2024) | Director stock awards valued at close price |
Performance Compensation (Committee Oversight Metrics)
| Incentive | Metrics | Weights | Payout Scale | 2024 Outcome |
|---|---|---|---|---|
| Annual MIP | Adjusted EBITDA growth; EBITDA margin; FCF conversion | 50% / 25% / 25% | 0–250% BPI; PPI 0–200%; overall capped at 200% | Company BPI = 1.18 (see detailed table above) |
| LTIP (2024–2026) | EPS growth (70%); Avg Operating ROIC (30%); rTSR ±20% modifier vs S&P 1500 Industrial Machinery | 70% / 30% | 0–200% of target | Three one-year measurements; 3-year rTSR modifier; service vesting through 2027 |
Related Party & Conflicts
- Related party transactions: None exceeding $120,000 during 2024 with directors, executives, nominees, significant holders, or their immediate family members .
- Independence review: Governance & Sustainability Committee reviewed director relationships; no disqualifying transactions for non-employee directors; Feldman assessed independent .
- Ethics and conflicts process: Code requires disclosure and recusal; hotline and Audit Committee oversight for conflicts; board-level review of any director requests to join other for-profit boards .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors and employees (alignment positive) .
- Clawbacks: Discretionary and mandatory policies extend beyond SEC minimums (governance positive) .
- Change-in-control/severance: Double-trigger; no excise tax gross-ups (shareholder-friendly) .
- Say-on-Pay: 96.08% approval in 2024 (support for compensation governance) .
- Related party transactions: None reportable (no conflict red flag) .
- Section 16 compliance: All reporting requirements met in 2024 .
Governance Assessment
- Strengths: Independent non-executive Chairman role; robust CHRC processes with independent consultant; director stock ownership requirements; strong anti-hedging/pledging and clawback policies; high say-on-pay support; documented oversight of risk in compensation .
- Engagement and attendance: Board met 12 times; all incumbent directors met at least 75% attendance and attended the annual meeting, with executive sessions led by Feldman—indicating active oversight .
- Conflicts: No related-party transactions reported; independence affirmed; committee compositions fully independent .
- Alignment: Director pay mix includes equity; RSU value and ownership guidelines promote alignment; Chairman fee disclosed and modest relative to governance norms .