Brian Deck
About Brian Deck
Brian A. Deck (age 56) is CEO and a director of JBT Marel Corporation (formerly John Bean Technologies), serving as CEO since December 2020 and on the Board since 2020; he holds an MBA (Finance) from DePaul University and a BA in Economics from the University of Illinois . Under his tenure, JBT delivered 2024 revenue of $1,716.0M (2023: $1,664.4M; 2022: $1,590.3M), and 2024 diluted EPS from continuing operations of $2.63 (net income EPS $2.65), while completing the Marel combination in January 2025 to form a pure‑play food and beverage technology leader . Pay-versus-performance disclosures show cumulative TSR of $115 for JBT vs $171 for the S&P 1500 Industrial Machinery comparator from a $100 base (2020–2024), with 2024 “company-selected” EPS of $5.38 and net income of $85.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBT Marel / JBT Corporation | Chief Executive Officer (Director since 2020) | Dec 2020–present | Led transformation to pure-play food & beverage, including AeroTech divestiture and Marel combination; margin expansion and restructuring programs . |
| JBT Corporation | President (concurrent with CEO) | Dec 2020–Jan 2025 | Oversaw diversified businesses and execution initiatives . |
| JBT Corporation | EVP & Chief Financial Officer | 2014–Dec 2020 | Finance leadership through acquisitions and portfolio actions . |
| National Material L.P. | Chief Financial Officer | 2011–2014 | Financial leadership at diversified industrial holding company . |
| Ryerson Inc. | VP Finance & Treasury; Director FP&A | 2005–2011 | Progressive finance roles at metals distributor and processor . |
| GE Capital; Bank One (JPM); Cole Taylor Bank | Various roles | Prior to 2005 | Financial services and capital markets experience . |
External Roles
No other current public company directorships disclosed for Brian Deck; prior roles are operating/finance positions rather than external board seats .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 888,461 | 921,901 | 951,921 |
| Target Bonus (% of Salary) | — | 100% (policy context; CEO had high at-risk mix) | 110% |
| Actual Annual Cash Incentive ($) | 517,500 | 1,503,810 | 1,230,240 |
| “All Other Compensation” ($) | 185,552 (includes benefits/perqs) | 150,374 | 220,826 (financial planning $20,000; retirement plan match $151,744; parking $6,075; executive physical $5,820; “Other” $33,750) |
| Personal Aircraft Policy | CEO permitted up to 25 hours personal use via NetJets; taxable benefit; no tax gross‑up |
Performance Compensation
2024 Annual Bonus (MIP) Design and Result
| Component | Metric | Weight | Threshold → Target → Max | 2024 Actual | BPI Payout |
|---|---|---|---|---|---|
| Business Performance (BPI) | Adjusted EBITDA ($M) | 50% | 270.0 → 300.0 → 350.0 | 295.0 | 0.83 |
| Adjusted EBITDA Margin (%) | 25% | 16.00 → 17.00 → 19.00 | 17.19 | 1.19 | |
| Free Cash Flow Conversion (%) | 25% | 75.0 → 105.0 → 180.0 | 148.6 | 1.87 | |
| Total BPI | — | — | — | 1.18 | |
| Personal Performance (PPI) | Individual objectives | 25% of total MIP | — | CEO assessed by independent directors | Each NEO 1.15–1.20 |
| CEO MIP Payout | — | — | — | — | 117% of target; Paid $1,230,240 |
Notes: 2024 MIP metrics and results reflect non-GAAP adjustments approved by the Committee (excludes specified items) . Weighting of annual MIP: BPI 75% / PPI 25% .
Long-Term Incentive Plan (LTIP)
Structure: Mix 60% Performance RSUs (PSUs) and 40% Time-based RSUs (RSUs); three-year performance/vesting; PSUs modified by rTSR vs S&P 1500 Industrial Machinery; 0–200% payout curves .
- 2022–2024 PSU Cycle (Earned at 137% of Target)
| Year | Metric | 0% | 100% | 200% | Actual | Attainment |
|---|---|---|---|---|---|---|
| 2022 | Diluted EPS (Adj) | 4.09 | 4.53 | 5.20 | 4.80 | 142% |
| ROIC (Adj, %) | 8.5 | 11.5 | 15.0 | 10.8 | 81% | |
| Combined (2022) | — | — | — | — | 124% | |
| 2023 | Diluted EPS (H1) (Adj) | 1.87 | 2.29 | 2.84 | 2.24 | 76% |
| Diluted EPS (H2) (Adj) | 1.96 | 2.09 | 2.48 | 2.64 | 200% | |
| ROIC (%) | 8.5 | 11.0 | 15.0 | 9.8 | 71% | |
| Combined (2023) | — | — | — | — | 118% | |
| 2024 | Diluted EPS (Adj) | 3.81 | 4.04 | 4.68 | 5.38 | 200% |
| ROIC (Adj, %) | 8.5 | 11.0 | 15.0 | 11.1 | 101% | |
| Combined (2024) | — | — | — | — | 170% | |
| Total | 2022–2024 Earned | — | — | — | — | 137% of Target |
Earned Shares Distributed (2/26/2025):
| Name | Target PSUs | Max PSUs | % Earned | Earned Shares |
|---|---|---|---|---|
| Brian A. Deck | 18,364 | 36,728 | 137% | 25,159 |
- 2024 Annual LTIP Grants (Granted 2/27/2024; time-based vesting annually over 3 years; PSUs 3-year performance with rTSR modifier)
| Award Type | Shares Granted (2024) | Vesting/Performance |
|---|---|---|
| Time-based RSUs | 15,907 | 1/3 on 2/27/2025; 2/27/2026; 2/27/2027 |
| Performance RSUs (Target) | 23,861 | 3 one-year EPS/ROIC periods (2024–2026), 3-year cliff vest; 0–200% payout plus ±20% rTSR modifier |
| Performance RSUs (Max) | 47,722 | As above |
2024 Grants Fair Value (ASC 718): Time-based $1,619,969; Performance-based $2,430,004 (target) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (3/18/2025) | 90,805 shares; <1% of class |
| Unvested RSUs (time-based + earned PSUs subject to service) at 12/31/2024 | 89,403 shares; $11,363,121 market value (@$127.10) |
| Unearned PSUs at 12/31/2024 (target view for 2023–2025, 2024–2026 cycles) | 22,465 shares; $2,855,302 market value (@max used for valuation context) |
| 2024 Shares Vested (value realized) | 11,465 shares; $1,174,996 |
| Stock Ownership Guideline (CEO) | 5x base salary; requirement 37,766 shares; CEO held 153,990 as of 12/31/2024 (meets guideline) |
| Hedging/Pledging | Prohibited for directors and executive officers (no hedging, no pledging/margin) |
| Trading Windows/Pre-clearance | Directors/officers may trade only in specified windows post-earnings; pre‑clearance required; 10b5‑1 plans permitted with approval |
Upcoming vesting cadence for Deck (select dates and counts):
| Vest Date | Shares (Time-based/Earned PSUs) |
|---|---|
| Feb 24, 2025 | 41,774 (includes 2022–2024 earned PSUs) |
| Feb 27, 2025 | 5,302 |
| Feb 22, 2026 | 22,734 |
| Feb 27, 2026 | 5,302 |
| Feb 27, 2027 | 14,291 |
Employment Terms
| Scenario | Key Terms | Estimated Value (12/31/2024 illustrative) |
|---|---|---|
| Involuntary Termination (not for cause; no CIC) | Severance equals 24 months base + target bonus; pro‑rated target bonus; 24 months medical/dental employer share; outplacement; financial planning offset; time‑based equity prorated and continue vesting; PSU proration at Committee discretion; subject to non‑compete/non‑solicit compliance | $5,177,768 total (severance $4,032,000; pro‑rated bonus $1,056,000; benefits $39,768; outplacement $50,000) |
| Change‑in‑Control + Qualifying Termination (Double Trigger) | 3x base + 3x target bonus; pro‑rated target bonus; 24 months welfare benefits; accelerated vesting per plan (if not assumed or upon qualifying termination); PSUs based on actual to date + target for remaining periods; excise tax cutback applies only if beneficial; no gross‑ups | $21,432,191 total (cash multiples and equity values as shown) |
Board Governance
- Role: Director and CEO; sole employee director; all other directors independent per NYSE/SEC/Nasdaq Iceland standards .
- Board leadership: Separate non‑executive Chairman (Alan D. Feldman); no Lead Independent Director while Chair is non‑employee; independent director executive sessions held regularly .
- Committees: Audit, Compensation & Human Resources, and Governance & Sustainability committees composed entirely of independent directors .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 .
- Director pay: Employee directors (including CEO) receive no additional compensation for Board service .
Compensation Governance, Peer Group, Say-on-Pay
- Philosophy and design: Competitive pay targeted around median (50th percentile), with strong performance linkage (57% of CEO target comp performance‑based; additional 27% time‑based equity at risk) .
- Consultant: Meridian Compensation Partners engaged as independent advisor; assessed for independence; no conflicts found .
- Peer group for 2024 benchmarking: 24 industrial companies, including The Middleby Corporation, ITT, IDEX, SPX Technologies, Valmont, Marel hf., etc. .
- Clawback: Bifurcated policy—mandatory executive clawback per SEC rules and broader discretionary recovery for performance‑based awards upon misconduct or restatements (no gross‑ups) .
- Say‑on‑Pay 2024 result: 96.08% approval .
- CEO Pay Ratio 2024: 75:1 (CEO total comp $6,452,960; median employee $86,458) .
Director Compensation (as a reference for dual‑role context)
- Non‑employee director annual retainer: $95,000 (payable in cash and/or RSUs at director’s election), plus annual RSU grant valued at $145,000; committee chair fees and $120,000 for non‑executive Chairman .
- Stock ownership guideline for directors: 5x annual retainer; compliance affirmed .
- Note: CEO does not receive director pay .
Related-Party Transactions and Red Flags
- Related-party transactions >$120,000: None for 2024 .
- Hedging/pledging: Prohibited for directors and executives .
- Option repricing/underwater options: No stock options outstanding for CEO; LTIP uses RSUs/PSUs .
- Tax gross‑ups: None on CIC benefits; no gross‑up on personal aircraft use .
- Section 16 compliance: All required reports met during 2024 .
Equity and Cash Compensation Tables (CEO)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 888,461 | 3,199,962 | 517,500 | 185,552 | 4,791,475 |
| 2023 | 921,901 | 3,600,014 | 1,503,810 | 150,374 | 6,176,099 |
| 2024 | 951,921 | 4,049,973 | 1,230,240 | 220,826 | 6,452,960 |
| 2024 Grants | Grant Date | Time‑based RSUs (#) | Performance RSUs Target (#) | Performance RSUs Max (#) | Grant-date FV Time-based ($) | Grant-date FV PSUs ($) |
|---|---|---|---|---|---|---|
| CEO | 2/27/2024 | 15,907 | 23,861 | 47,722 | 1,619,969 | 2,430,004 |
| Outstanding at 12/31/2024 | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| CEO | 89,403 | 11,363,121 | 22,465 | 2,855,302 |
| 2024 Vested | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| CEO | 11,465 | 1,174,996 |
Investment Implications
- Pay-for-performance alignment is tight: 2024 MIP tied to EBITDA, margin, and FCF delivered a 117% payout; 2022–2024 PSUs paid at 137% with strong 2024 EPS/ROIC results, but cumulative TSR underperformed the comparator index over 2020–2024—monitor whether rTSR modifier dampens future PSU outcomes if relative performance lags .
- Retention risk mitigants: CEO holds equity well above the 5x guideline, with significant unvested/uneared RSUs/PSUs and double‑trigger CIC protection (3x multiple) that encourages stability through integration; trading policy windows and no‑hedging/pledging reduce adverse signaling from necessary liquidity events .
- Potential selling pressure windows: Material vesting events in 2025–2027 could create episodic liquidity; however, pre‑clearance and window policies constrain timing, and ownership guidelines restrict net selling until guideline compliance is maintained .
- Governance comfort: Separate Chair/CEO, fully independent committees, strong clawback, and robust shareholder support (96% Say-on-Pay) point to low governance friction amid the Marel integration and increased leverage; watch delivery of >$125M run‑rate synergy target vs debt service and peer-relative TSR .
All quantitative and qualitative statements above are sourced directly from the company’s 2025 DEF 14A and 2024 Form 10-K filings. Citations appear in brackets.