Arnar Thor Masson
About Arnar Thor Masson
Arnar Thor Másson, age 53, joined JBT Marel Corporation’s Board on January 2, 2025, following the combination with Marel hf.; he is an independent director and currently serves on the Compensation and Human Resources Committee and the Governance and Sustainability Committee . He is the former Chair and Vice Chair of Marel’s board and brings extensive board leadership plus public-sector experience across finance and strategy roles in Iceland’s government and at the EBRD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marel hf. | Board Chair; Vice Chair; Board Member | Chair 2021–2025; Vice Chair 2013–2021; Member 2001–2025 | Chair, Remuneration Committee (2010–2025); Chair, Audit Committee (2013–2021) |
| Isavia ohf. | Chief Human Resources & Strategy Officer | 2019–2020 | Human capital and strategy leadership |
| European Bank for Reconstruction and Development (EBRD) | Alternate Director on the residence board | 2016–2019 | Policy oversight and development finance exposure |
| Prime Minister’s Office, Government of Iceland | Director General | 2010–2016 | Government administration and policy execution |
| Ministry of Finance, Government of Iceland | Deputy Director General | 2000–2010 | Fiscal policy and public finance management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Síminn hf. (Nasdaq Iceland) | Director | Since 2021 | Public telecom company; independent board role |
| Marel hf. | Former Director/Chair | 2001–2025 | Extensive leadership; predecessor board interlocks with JBTM post-combination |
Board Governance
- Committee assignments: Member, Compensation & Human Resources Committee; Member, Governance & Sustainability Committee .
- Independence: Board determined Másson and all non‑employee directors satisfy NYSE, SEC, and Nasdaq Iceland independence standards; Audit and Compensation committees meet enhanced independence criteria .
- Attendance and cadence (Board-wide 2024): Board met 12 times; each incumbent director attended ≥75% of Board and committee meetings; Audit (8), Compensation & HR (4), Governance & Sustainability (4) .
- Executive sessions: Independent directors hold regular executive sessions led by the independent Chair (Alan D. Feldman) .
- Compensation governance: The Compensation & HR Committee uses Meridian Compensation Partners as independent consultant; independence vetted; scope includes peer benchmarking, incentive design, and director pay review .
- Stockholder engagement and say‑on‑pay: Robust investor outreach; 2024 say‑on‑pay received 96.08% approval, reinforcing credibility of pay practices .
Fixed Compensation
JBTM’s non‑employee director pay structure (2024 program, applicable policy basis for 2025 service unless revised):
- Annual retainer: $95,000; directors may elect 0%, 50%, or 100% of the retainer in RSUs, remainder in cash; RSUs vest in May 2025 .
- Annual non‑retainer equity grant: RSUs valued at $145,000, typically granted May 1; 2024 grants valued at $88.84/share .
- Chair fees: Audit Chair $20,000; Compensation & HR Chair $15,000; Governance & Sustainability Chair $15,000; Non‑Executive Chairman $120,000 .
- Ownership guidelines: Directors must hold stock equal to 5× annual retainer within five years; program allows deferral of RSU distribution until end of board service .
| Component | Amount/Terms | Vesting/Timing |
|---|---|---|
| Annual Retainer | $95,000; elective RSU vs cash mix | RSUs vest May 2025 |
| Annual RSU Grant | $145,000 (2024); $88.84/share grant price reference | Annual grant; vest one year post‑grant |
| Chair/Chairman Fees | Audit $20k; Comp & HR $15k; Gov & Sust $15k; Chairman $120k | Paid during service year |
| Ownership Guideline | 5× retainer within 5 years | Compliance measured over 5 years |
Performance Compensation
- No performance‑based compensation is disclosed for directors; equity awards are time‑based RSUs with standard vesting and change‑in‑control provisions .
Other Directorships & Interlocks
- Former Marel board leaders now on JBTM’s board (including Másson) after the 2025 combination, increasing integration expertise and potential information flow across legacy networks .
- Eyrir Invest hf. (an investor in JBT Marel) has a JBTM director (Dr. Ólafur S. Gudmundsson) on its board, indicating proximity to a significant shareholder; audit controls and independence procedures noted, with no material related‑party transactions disclosed in 2024 .
Expertise & Qualifications
- Board leadership: Former Chair and Vice Chair at Marel; extensive committee leadership (Remuneration, Audit), relevant to compensation oversight and risk .
- Human capital and strategy: CHRO & Strategy Officer at Isavia; aligns with Compensation & HR Committee scope on talent and succession .
- Public‑sector finance and governance: Senior roles in Icelandic government and EBRD; strengthens policy, risk, and stakeholder oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Arnar Thor Másson | 6,774 | <1% | As of March 18, 2025; table includes RSUs vesting within 60 days, but none were scheduled to vest within 60 days at that time . |
Policy safeguards:
- Hedging/pledging: Prohibited for directors and employees; insider trading policy bars options, collars, margin accounts, and pledging .
- Clawbacks: Discretionary and SEC‑compliant mandatory clawback policies cover performance‑based awards (executives) and broader employee scope; reinforces pay integrity culture .
Governance Assessment
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Strengths:
- Independence and committee placement: Másson serves on Compensation & HR and Governance committees; board affirmed independence; both committees fully independent .
- Compensation oversight quality: Independent consultant (Meridian) engaged; robust peer benchmarking and risk review; prior say‑on‑pay support at 96.08% .
- Ownership alignment mechanisms: 5× retainer guideline; anti‑hedging/pledging; equity in director pay mix fosters alignment .
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Watch items and potential conflicts:
- Legacy interlocks from Marel: As former Marel Chair with multiple ex‑Marel directors on JBTM’s board, monitor for groupthink and over‑influence in integration decisions; mitigated by formal independence assessments and committee composition .
- Significant shareholder proximity: Board member on Eyrir Invest (current investor) indicates network proximity; Audit Committee oversight of related‑party review and no >$120k related‑party transactions in 2024 are mitigating factors .
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Engagement and attendance:
- Board‑wide 2024 attendance ≥75% and high meeting cadence; Másson joined in 2025, so his 2024 attendance not applicable; continued emphasis on executive sessions supports director independence .
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RED FLAGS:
- None disclosed for Másson individually (no Section 16 reporting delinquencies; no related‑party transactions; no hedging/pledging). Maintain vigilance on legacy network ties post‑combination during key integration and compensation decisions .