Augusto Rizzolo
About Augusto Rizzolo
Executive Vice President, Regions and Integration at JBT Marel Corporation since January 2025, previously Executive Vice President and President, Diversified Food & Health (Oct 2022–Jan 2025), President, Protein North America (Jul 2020–Oct 2022), and VP/GM, Protein NA Customer Care (Sep 2019–Jun 2020) . He holds a B.Sc. in Mechanical & Industrial Engineering from Politecnico di Torino and an Executive MBA from the University of Illinois Urbana-Champaign . Incentives are tied to company-wide performance: annual MIP payouts and long-term PSUs driven by EPS and ROIC targets with a relative TSR modifier; his 2024 MIP paid 119% of target while 2022 LTIP performance awards achieved 137% of target for that cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBT Marel Corporation | Executive Vice President, Regions and Integration | Jan 2025–present | — |
| JBT Marel Corporation/JBT Corporation | Executive Vice President and President, Diversified Food & Health | Oct 2022–Jan 2025 | — |
| JBT Corporation | President, Protein North America | Jul 2020–Oct 2022 | — |
| JBT Corporation | VP/GM, Protein North America Customer Care | Sep 2019–Jun 2020 | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marmon Holdings, Inc. | Group President, Specialty Retail Business | Mar 2018–Aug 2019 | — |
| Illinois Tool Works (ITW) | VP/GM, Global Weight & Wrap; North America Service Divisions | 2014–2018 (various) | — |
| Whirlpool Corporation | Roles of increasing responsibility | Mar 2003–Jan 2014 | — |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $433,287 | $470,876 |
| Target MIP ($) | $286,000 | $297,700 |
| Target MIP (% of Salary) | 65% | 65% |
| Actual MIP Payout ($) | $376,054 | $352,775 |
| Actual MIP (% of Target) | 131% | 119% |
| One-time Assignment Bonus ($) | — | $75,000 |
Performance Compensation
Annual MIP Design and Results
- MIP includes company-wide financial metrics and a Personal Performance Indicator (PPI) assessment; 2024 PPI ratings ranged 1.15–1.20 across NEOs; 2023 PPI ratings ranged 1.20–1.30 .
- 2024 actual payout for Rizzolo was 119% of target ($352,775 vs $297,700 target), demonstrating pay-for-performance linkage .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| MIP (FY 2024) | Company financial metrics + PPI | Not disclosed | $297,700 | $352,775 | 119% of target | Annual payout |
LTIP (Equity) Structure, Metrics, and Awards
- LTIP uses two equity components: time-based RSUs (40%) and performance-based RSUs (60%) in the annual cycle; performance RSUs vest on 3-year cycles tied to EPS and ROIC, modified by relative TSR .
- 2022–2024 performance RSUs paid at 137% of target on achievement; 2023–2025 and 2024–2026 cycles remain in progress .
| Award Cycle | Metric | Weighting | RSU Target (#) | RSU Max (#) | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|---|
| 2022–2024 PSUs | EPS growth (annual, averaged 3-year); ROIC; rTSR modifier | EPS 70% ; others not disclosed | Not disclosed | Not disclosed | 137% (achieved) | Vested Feb 24, 2025 (earned shares) |
| 2023–2025 PSUs | EPS and ROIC; rTSR modifier | Not disclosed | 3,152 | 6,304 | In-progress (target basis) | Feb 22, 2026 (target schedule) |
| 2024–2026 PSUs | EPS and ROIC; rTSR modifier | Not disclosed | 2,101 | 4,202 (implied max; target table shows 2,101 at target) | In-progress (target basis) | Feb 27, 2027 (target schedule) |
| Time-based RSUs | Not performance-based | — | 2,101 (award referenced for 2024 table) | — | N/A | 1/3 annually (2025–2027) |
Equity Ownership & Alignment
- Stock ownership guidelines require 3.0x base salary for Rizzolo; executives have 5 years to comply and cannot sell vested/earned shares until reaching the guideline; Rizzolo met his ownership multiple in 2024 (required 10,810 shares; held 11,254 shares as of 12/31/2024) .
- Beneficial ownership as of March 18, 2025: 2,893 shares, <1% of outstanding; all directors and executive officers as a group owned 356,425 shares .
- Company policy prohibits hedging and pledging of Company stock by directors and executive officers .
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (3/18/2025) | 2,893 shares; <1% of class |
| Stock Ownership Guideline Multiple | 3.0x base salary |
| Required Shares (12/31/2024) | 10,810 |
| Shares Held for Guideline (12/31/2024) | 11,254 (meets requirement) |
| Options Exercisable/Unexercisable | 0 / 0 |
| RSUs Not Vested (earned) | 9,921 shares; market value $1,260,959 @ $127.10 |
| PSUs Unearned (target) | 3,012 shares; market value $382,825 (max payout basis noted separately) |
| Shares Acquired on Vesting (2024) | 891 shares; $90,176 value realized |
| Hedging/Pledging Policy | Hedging and pledging prohibited |
Vesting Schedule (as disclosed at 12/31/2024)
| Vesting Date | Time-based RSUs (earned) | Performance RSUs (earned/target) |
|---|---|---|
| Feb 24, 2025 | 2,361 | Earned 2022 PSUs included (1,180 in total line) |
| Feb 27, 2025 | 700 | — |
| Oct 1, 2025 | 1,114 | — |
| Feb 22, 2026 | 3,158 | 911 target PSUs |
| Feb 27, 2026 | 700 | — |
| Feb 27, 2027 | 1,888 | 2,101 target PSUs |
Note: Market values in the “Outstanding Equity Awards” table use $127.10/share (12/31/2024 close) for earned/unearned calculations; PSUs vest based on EPS/ROIC with rTSR modifier and may settle between 0–200% of target depending on performance .
Employment Terms
- Executive Severance Plan (involuntary, not for cause): 15 months of base salary and target annual cash incentive (24 months for CEO), prorated target incentive for year of termination, 15 months employer portion of medical/dental premiums, outplacement, prorated treatment/continued vesting for time-based awards, and discretionary proration/continued vesting for performance-based awards; plus $20,000 less prior reimbursements for financial planning/tax assistance; contingent on non-disclosure, non-compete, and non-solicit covenants . For a hypothetical 12/31/2024 termination, Rizzolo’s estimated benefits totaled $1,313,638 (Severance $944,626; Pro-rated incentive $297,700; Medical/Dental $21,312; Outplacement $50,000) .
- Change-in-Control (double-trigger): LTIP awards vest if not assumed or upon termination/resignation due to significant changes within 24 months post-CoC; PSUs pay based on actual completed years and 100% of target for incomplete years; excise tax cutback applies if needed for net after-tax benefit . For a hypothetical 12/31/2024 CoC termination, Rizzolo’s estimated total was $3,551,302, comprised of base salary and incentive multiples plus LTIP components and benefits as shown in the proxy table .
- Clawback: Bifurcated policy—mandatory SEC-compliant clawbacks for executive officers and discretionary recovery for performance-based awards company-wide for misconduct or restatements (errors, omissions, or fraud) .
- Insider Trading Policy: Prohibits short sales, options trading, hedging (e.g., zero-cost collars, forwards), margin accounts, and pledging of Company securities for directors, executive officers, and employees .
| Employment Provision | Key Term |
|---|---|
| Severance (involuntary, not for cause) | 15 months base + target bonus; prorated incentive; medical/dental premium multiple; outplacement; continued vesting rules |
| CoC Vesting | Double-trigger; PSUs: actual for completed years, 100% target for incomplete years; excise tax cutback |
| Non-compete/Non-solicit | Required for eligibility; specific durations not disclosed |
| Clawback | Mandatory (executives) + discretionary (broader employees) |
| Hedging/Pledging | Prohibited |
Investment Implications
- Strong pay-for-performance alignment: 2024 MIP exceeded target at 119%, while 2022 LTIP cycle paid at 137% of target, indicating incentives tied to measurable outcomes (EPS, ROIC) with rTSR discipline .
- Retention and potential selling pressure: A meaningful schedule of earned RSU vestings through 2027 (e.g., 1,114 shares on Oct 1, 2025; 3,158 shares on Feb 22, 2026) plus in-progress PSUs could create event-driven liquidity windows; prohibition on hedging/pledging mitigates misalignment risk .
- Alignment safeguards: Rizzolo meets stock ownership guidelines (held 11,254 vs required 10,810 shares as of 12/31/2024), and the Company enforces clawbacks and bans hedging/pledging; change-in-control is double-trigger with disciplined PSU treatment, reducing windfall risk .
- Downside protection vs. risk-taking: Severance economics are standardized (15 months base+bonus) with continued vesting rules that require compliance with restrictive covenants, balancing retention and risk .