James Marvin
About James Marvin
Executive Vice President, Chief Legal Officer and Assistant Secretary of JBT Marel Corporation; EVP & General Counsel since May 2014 (title updated January 2025 following the Marel combination). Prior roles include Assistant General Counsel at FMC Technologies (2003), Deputy General Counsel & Secretary at JBT post-2008 spin-off, Chief Corporate Counsel and Corporate Finance Division Counsel at Heller Financial (7 years), Partner at Katten Muchin & Zavis (joined 1990), and associate at O’Connor Cavanagh (securities law) . Education: BA and JD from the University of Illinois . Company performance under his tenure includes 2024 record annual revenue and improved margins, with 2024 revenue $1,716M vs $1,664M (2023) and $1,590M (2022); diluted EPS from continuing ops $2.63 (2024), $4.02 (2023), $3.23 (2022); JBT cumulative TSR rose to $115 by 2024 (value of $100 invested from 2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBT Marel Corporation | EVP, Chief Legal Officer and Assistant Secretary | Jan 2025–present | Oversees global legal, governance, compliance; quarterly litigation and risk updates to Audit Committee . |
| JBT Corporation | EVP & General Counsel; Assistant Secretary | May 2014–Dec 2024 | Led corporate legal through acquisitions, divestitures (AeroTech), governance and compliance . |
| JBT Corporation (post spin-off) | Deputy General Counsel & Secretary | 2008–2014 | Corporate governance and legal leadership after 2008 spin-off . |
| FMC Technologies, Inc. | Assistant General Counsel | 2003–2008 | Business unit legal counsel; transitioned with JBT spin . |
| Heller Financial, Inc. | Corporate Finance Division Counsel; Chief Corporate Counsel | 7 years (dates not disclosed) | Led corporate finance legal; institutional risk and transactional oversight . |
| Katten Muchin & Zavis | Partner | Joined 1990 (end date not disclosed) | Financial institutions representation; complex transactions . |
| O’Connor Cavanagh Killingsworth & Beshears | Associate | Not disclosed | Securities law practice . |
External Roles
None disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $412,308 | $429,984 | $447,474 |
| Actual MIP (Non-Equity Incentive Plan) ($) | $124,696 | $395,415 | $317,982 |
2024 MIP target and payout specifics:
- Target bonus: 60% of base salary
- Actual payout: 117% of target
Performance Compensation
Annual cash (MIP) design: BPI 75% (company/division metrics) and PPI 25% (individual objectives); Marvin’s BPI based 100% on overall Company results (corporate role) .
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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 |
| FCF Conversion %* | 25% | 75.0% | 105.0% | 180.0% | 148.6% | 1.87 |
| Total BPI Rating | — | — | — | — | — | 1.18 |
| PPI Rating (range) | 25% | — | — | — | — | 1.15–1.20 |
| Actual MIP Payout as % of Target | — | — | — | — | — | 117% |
*Non-GAAP adjustments applied for incentive determinations (restructuring, pension service cost, M&A) .
Long-Term Incentive Plan (LTIP) design (2024 grants): 60% performance-based RSUs (EPS and ROIC over three one-year periods with rTSR modifier), 40% time-based RSUs (3-year ratable vesting) .
2022–2024 performance RSUs (earned and delivered Feb 26, 2025):
| Metric | Target | Maximum | Actual Earned |
|---|---|---|---|
| Performance RSUs (shares) | 2,726 | 5,452 | 3,735 (137% of target) |
2024 LTIP grants (approved Feb 27, 2024):
| Award Type | Shares (Target) | Shares (Maximum) | Vesting |
|---|---|---|---|
| Time-based RSUs | 2,062 | — | 1/3 each on Feb 27, 2025/2026/2027 |
| Performance-based RSUs | 3,093 | 6,186 | Earn-out over 2024–2026 (EPS/ROIC) + rTSR modifier; service vest at 3 years |
Equity Ownership & Alignment
Stock ownership guidelines compliance:
| Executive | Multiple of Base Salary | Required Shares (12/31/2024) | Shares Held (12/31/2024) | Status |
|---|---|---|---|---|
| James L. Marvin | 2.0x | 7,113 | 24,849 | Compliant |
Beneficial ownership (as of March 18, 2025):
| Holder | Common Shares | % of Class |
|---|---|---|
| James L. Marvin | 15,916 | <1% |
Outstanding equity at 12/31/2024:
| Item | Count | Market/Payout Value |
|---|---|---|
| RSUs not yet vested (time-based/earned perf) | 12,733 | $1,618,364 (at $127.10) |
| Unearned performance RSUs (target) | 3,018 | $383,588 (at max payout calc basis) |
| Options (exercisable/unexercisable) | 0 | — |
Vesting schedule (earned RSUs/time-based):
| Vest Date | Shares |
|---|---|
| Feb 24, 2025 (earned 2022–2024 perf RSUs) | 3,735 |
| Feb 27, 2025 (time-based RSUs) | 687 |
| Feb 22, 2026 (earned/time-based) | 3,316 |
| Feb 27, 2026 (time-based RSUs) | 687 |
| Feb 27, 2027 (time-based RSUs) | 1,853 |
Unearned performance RSUs (target numbers scheduled if targets met):
| Vest Date | Target Shares |
|---|---|
| Feb 22, 2026 | 956 |
| Feb 27, 2027 | 2,062 |
Policies:
- Hedging and pledging prohibited; no margin accounts or pledging Company stock .
- Clawback: SEC-mandated for executive officers plus broader discretionary recovery for misconduct/restatements .
Employment Terms
General severance (involuntary, not for cause; estimates if event on 12/31/2024):
| Component | Amount ($) |
|---|---|
| Severance (15 months base + target bonus) | 904,000 |
| Pro-rated target annual cash incentive | 271,200 |
| Medical & dental (employer portion) | 20,144 |
| Outplacement services | 50,000 |
| Total | 1,245,344 |
Change-in-control (double trigger; estimates if event on 12/31/2024):
| Component | Amount ($) |
|---|---|
| Base salary multiple (2x) | 904,000 |
| Annual cash incentive multiple (2x) | 542,400 |
| Pro-rated target annual cash incentive | 271,200 |
| LTIP unearned perf RSUs (at target) | 383,588 |
| LTIP earned perf RSUs (2022–2024) | 963,037 |
| LTIP time-based RSUs | 655,201 |
| Health & welfare benefits (24 months) | 26,858 |
| Outplacement services | 70,000 |
| Excise tax cutback | — (none) |
| Total | 3,816,284 |
Key terms:
- Double-trigger required (qualifying CoC + qualifying termination/Good Reason) .
- No excise tax gross-ups; cutback applies only if net benefit improved (none for Marvin in stated scenario) .
- Severance benefits contingent on non-compete/non-solicit compliance .
- Equity acceleration only if awards not assumed or upon qualifying termination post-CoC; performance RSUs paid at actual for completed years and 100% target for incomplete years .
Deferred compensation and pension:
- Non-Qualified Savings Plan (2024): Exec contributions $197,769; Company contributions $32,371; earnings $99,161; year-end balance $1,039,280 .
- Pension Plan (frozen): Present value $207,555 (qualified) and $94,464 (non-qualified) as of 12/31/2024; 6.75 years credited; early retirement eligibility; payout options per plan .
Perquisites and “All Other Compensation” (2024):
| Item | Amount ($) |
|---|---|
| Financial planning/tax assistance (no gross-up) | 20,000 |
| Company contributions to savings plans | 57,749 |
| Executive disability insurance | 3,677 |
| Executive physical | 6,391 |
| Parking | 6,075 |
| Total | 93,892 |
Additional Governance, Compensation Process, and Peer Benchmarking
- Compensation design and peer group oversight by independent Compensation & Human Resources Committee; consultant: Meridian Compensation Partners .
- 2024 compensation peer group (examples): Applied Industrial Technologies, IDEX, ITT, Middleby, SPX Technologies, Valmont, Woodward, Marel hf., etc. (24 industrial peers; revenue $770M–$4.4B) .
- Say-on-Pay approval: 96.08% in 2024 .
- Insider trading policy: prohibits short sales, options, hedging, margin/pledging arrangements .
- Related party transactions: none over $120,000 in 2024 .
- Section 16(a) compliance: all timely in 2024 .
Investment Implications
- Strong alignment: Marvin exceeds stock ownership guidelines (24,849 vs 7,113 required) and holds meaningful unvested equity, with hedging/pledging prohibited—positive for shareholder alignment and reduced misalignment risk .
- Vesting/selling pressure: Notable vesting dates include Feb 2026 and Feb 2027 (time-based and performance RSUs); watch for potential tax-withholding-related share sales or Form 4 activity around these dates .
- Retention risk: Double-trigger CoC protections (2x salary/bonus) and executive severance plan reduce near-term exit risk; total CoC package for Marvin estimated at ~$3.8M, signaling robust retention economics during integration of Marel .
- Pay-for-performance: 2024 MIP paid at 117% (company BPI 1.18; EPS/ROIC framework in LTIP), and 2022–2024 PSUs earned at 137%—comp suggests execution against financial targets; monitor whether 2024–2026 EPS/ROIC and rTSR modifiers sustain above-target payouts .
- Governance comfort: No related-party transactions, broad clawbacks, and high Say-on-Pay approval (96%) lower governance red flags; pension/SERP values modest relative to equity, limiting legacy overhang .