Matthew Meister
Executive Vice President and Chief Financial Officer (also principal accounting officer) at JBT Marel
Executive
About Matthew Meister
Executive Vice President and Chief Financial Officer since December 2020; designated principal accounting officer effective November 4, 2025 (no additional compensation) . Age 47; education includes MBA (Chicago Booth), Certificate of Accountancy (DePaul), and B.S. in Finance & Operations Management (Washington University in St. Louis) . During Meister’s CFO tenure, JBT delivered record annual revenue, adjusted EBITDA, and adjusted EPS in 2024, with margins improving year-over-year; the company completed the Marel combination in January 2025 and rebranded as JBT Marel (JBTM) . Pay-versus-performance shows 2024 EPS of $5.38, net income of $85.4M, and cumulative TSR value of $115 for a $100 initial investment since 2020, indicating alignment of realized compensation with stock performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBT Marel (formerly JBT) | EVP & CFO (also Principal Accounting Officer as of Nov 2025) | CFO since Dec 2020; PAO designation Oct 2025 | Senior finance leadership across corporate; PAO designation following CAO resignation; no incremental pay |
| JBT Protein (FoodTech segment) | Vice President & CFO | May 2019–Oct 2020 | Led accounting/finance for the Protein Division |
| IDEX Corporation | Operational finance leadership; Group VP, Health & Science Technologies (culminating role) | Not disclosed | Global manufacturing finance leadership experience |
| Navistar International | Various finance roles (unit and corporate) | Not disclosed | Progressively responsible finance roles in industrials |
Fixed Compensation
Multi-year cash compensation (SEC SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 457,938 | 482,958 | 501,011 |
| Bonus ($) | — | — | — |
| Non-Equity Incentive (MIP) ($) | 167,143 | 482,528 | 418,898 |
| All Other Compensation ($) | 75,599 | 63,079 | 94,643 |
| Total ($) | 1,350,668 | 1,803,573 | 1,834,568 |
2024 annual incentive design and outcome (individual detail):
| Item | 2024 Detail |
|---|---|
| Target bonus (% of salary) | 70% |
| Target MIP ($) | $353,500 |
| Actual MIP payout ($) | $418,898 (119% of target) |
Performance Compensation
Annual MIP metrics (company-level BPI) and payout curve (2024):
| Metric | Weight | Threshold | Target | Maximum | Actual | Metric Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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 Rating | — | — | — | — | — | 1.18 |
- PPI component: each NEO received a PPI rating between 1.15 and 1.20 for 2024; Meister’s MIP paid at 119% of target .
Long-term incentives (LTIP) – Performance RSUs earned for 2022–2024 cycle:
| Year/Metric | Threshold | Target | Max | Actual | Attainment |
|---|---|---|---|---|---|
| 2022 Diluted EPS (adjusted) ($) | 4.09 | 4.53 | 5.20 | 4.80 | 142% |
| 2022 ROIC (adjusted) (%) | 8.5 | 11.5 | 15.0 | 10.8 | 81% |
| Combined 2022 | — | — | — | — | 124% |
| 2023 1H EPS (adjusted) ($) | 1.87 | 2.29 | 2.84 | 2.24 | 76% |
| 2023 2H EPS (adjusted) ($) | 1.96 | 2.09 | 2.48 | 2.64 | 200% |
| 2023 ROIC (%) | 8.5 | 11.0 | 15.0 | 9.8 | 71% |
| Combined 2023 | — | — | — | — | 118% |
| 2024 EPS (adjusted) ($) | 3.81 | 4.04 | 4.68 | 5.38 | 200% |
| 2024 ROIC (adjusted) (%) | 8.5 | 11.0 | 15.0 | 11.1 | 101% |
| Combined 2024 | — | — | — | — | 170% |
| Total Award Earned | — | — | — | — | 137% |
Meister’s 2022 performance RSUs earned: 5,110 shares (137% of 3,730 target) distributed Feb 26, 2025 .
2024 LTIP grants and vesting:
| Component | Shares Granted (2024) | Vesting Schedule | Notes |
|---|---|---|---|
| Time-based RSUs | 3,221 | 1,073 on 2/27/2025; 1,074 on 2/27/2026; 1,074 on 2/27/2027 | 3-year ratable vest; service-based |
| Performance-based RSUs (Target/Max) | 4,831 / 9,662 | Performance measured annually over 2024–2026; rTSR modifier ±20% vs S&P 1500 IM peers; service vest at 3 years | EPS (70%) and operating ROIC (30%) with predefined curves |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 18, 2025) | 9,494 shares; <1% of outstanding |
| Executive stock ownership guideline | 3.0× base salary multiple |
| Required shares vs held (12/31/2024) | Required: 11,920; Held: 22,650 (in compliance) |
| Options outstanding | None (no options outstanding in 2024 tables) |
| RSUs outstanding at 12/31/2024 | 18,474 shares; market value $2,348,045 at $127.10 |
| Unearned performance RSUs (target, 12/31/2024) | 4,633 shares; target payout value $588,854 |
| Upcoming vesting cadence | 1,073 shares on 2/27/2025; 1,074 on 2/27/2026; 1,074 on 2/27/2027 (time-based); plus performance RSUs subject to 2023–2025 and 2024–2026 outcomes |
| Hedging/Pledging | Prohibited for directors, executive officers, and employees by insider trading policy; zero-cost collars, forwards, margin/pledge restricted |
| Clawback | Mandatory SEC-compliant clawback for executive officers; discretionary recovery policy extends beyond SEC scope for performance awards |
Employment Terms
| Provision | Key Terms | Illustrative Amounts (as of 12/31/2024) |
|---|---|---|
| Severance (involuntary, not for cause) | 15 months of base + target MIP; pro-rated target MIP; 15× employer medical/dental premium; outplacement; continued vesting/proration of equity per plan; non-compete/non-solicit compliance required | Severance $1,073,125; Pro-rated target $353,500; Benefits $12,397; Outplacement $50,000; Total $1,489,022 |
| Change-in-control (double-trigger) | 2× base salary and 2× target MIP; pro-rated target MIP; 24 months health & welfare; equity vesting per agreements; excise tax cutback applied if beneficial; additional service credit for non-qualified plan | Base multiple $1,010,000; Incentive multiple $707,000; Pro-rated target $353,500; Health/Welfare $16,529; Equity: $588,854 unearned perf RSUs (target), $1,383,102 earned-but-unvested perf RSUs, $964,816 time-based RSUs; Total $5,093,801 |
| Principal Accounting Officer designation | Effective upon CAO departure; Meister designated as PAO effective Nov 4, 2025; no additional compensation | — |
Investment Implications
- Pay-for-performance alignment: Meister’s variable pay is driven by EBITDA growth, margin improvement, and FCF conversion annually, and by multi-year EPS/ROIC with rTSR, resulting in 2024 MIP at 119% of target and 2022–2024 LTIP earned at 137%—consistent with record 2024 performance and EPS/net income outcomes .
- Retention and selling pressure: Significant unvested equity (18,474 RSUs at 12/31/2024 plus unearned performance RSUs) with scheduled vesting through 2027 supports retention; insider selling pressure may cluster around vest dates (Feb annually) but hedging/pledging bans and ownership guidelines (3× salary, in compliance) reinforce alignment and limit leverage-driven sales .
- Downside safeguards and risk controls: Double-trigger CIC (2× salary and bonus) with excise cutback, broad clawback coverage, and non-compete/non-solicit conditions reduce perverse incentives and protect shareholders; no options outstanding minimizes repricing/underwater risk .
- Governance and shareholder sentiment: Compensation program targets median market levels with independent consultant and strong say-on-pay support (96.08% in 2024), indicating low external pressure to modify pay structures .
Appendices
2024 Compensation Grant Detail (Equity)
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| Time-based RSUs | 2/27/2024 | 3,221 | 328,027 |
| Performance RSUs (Target/Max) | 2/27/2024 | 4,831 / 9,662 | 491,989 (at target) |
Compensation Peer Group and Philosophy
- Peer group of 24 industrials (incl. IDEX, Middleby, SPX Technologies, Valmont, Marel hf.) with regression for size adjustment; target pay set near 50th percentile with significant at-risk mix .
- Prohibited practices: hedging/pledging; no single-trigger CIC; no excise tax gross-ups; dividends on performance RSUs only after vesting .
Note: All figures and provisions are as disclosed in JBT Marel’s 2025 DEF 14A and indicated 8‑K; actual future payouts depend on performance and service conditions.