Robert Petrie
About Robert Petrie
Robert Petrie, age 55 as of February 20, 2025, is Executive Vice President and President, Meat and Prepared Foods at JBT Marel (appointed EVP & President, Protein in September 2021; prior to January 2025 the role was described as Protein) . He joined JBT in 2009 via the acquisition of Double D Food Engineering Ltd, where he was Managing Director and a shareholder; earlier, he held engineering, quality, and operations roles at NCR Corporation . Company performance metrics linked to executive incentives include EPS, ROIC, EBITDA growth/margin, FCF conversion, and rTSR versus the S&P 1500 Industrial Machinery; for 2024, company EPS was $5.38, adjusted EBITDA was $295.0M vs $300.0M target (BPI factor 0.83), EBITDA margin 17.19% (BPI 1.19), and FCF conversion 148.6% (BPI 1.87) . 2022–2024 performance RSUs were earned at 137% of target; Petrie received 3,537 earned PSUs distributed on February 26, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBT Marel (Protein EMEA & Asia) | Leader of Protein EMEA with additional responsibility for Asia | Pre-2021–2021 | Led multi-region Protein business prior to appointment as EVP & President, Protein |
| JBT Marel | EVP & President, Protein | Sep 2021–Jan 2025 | Division leadership across Protein; transition into combined JBT Marel structure |
| Double D Food Engineering Ltd | Managing Director; shareholder | Pre-2009 | Business integrated into JBT via acquisition; Petrie joined JBT through this deal |
| NCR Corporation | Engineering, quality, and operational positions | Prior to Double D | Early-career technical and operational experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Double D Food Engineering Ltd | Managing Director; shareholder | Pre-2009 | Led engineering firm acquired by JBT; platform for Petrie’s entry into JBT |
| NCR Corporation | Engineering/Operations roles | Prior to Double D | Technical foundation; operational expertise |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 430,406 | 473,660 | 441,824 |
| Target Bonus ($) | — | — | 279,500 (65% of salary) |
| All Other Compensation | 96,308 | 143,751 | 119,954 |
| Total Compensation | 1,273,588 | 1,575,136 | 1,395,304 |
Notes:
- 2024 salary, non-equity incentive, and “all other” amounts for Petrie were paid in SEK and translated to USD at monthly average rates .
- 2024 “Other” includes employer pension contributions under his Swedish defined contribution arrangement and company car costs .
Performance Compensation
Annual MIP (Cash Incentive) — 2024 Design and Outcome
| Component | Metric | Weight | Target/Scale | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|
| BPI (Business Performance Index) | Adjusted EBITDA ($M) | 50% | Target 300.0; 0.00–2.50 curve | 295.0 | 0.83 |
| BPI | Adjusted EBITDA Margin (%) | 25% | Target 17.00%; 0.00–2.50 curve | 17.19% | 1.19 |
| BPI | FCF Conversion (%) | 25% | Target 105.0%; 0.00–2.50 curve | 148.6% | 1.87 |
| Total BPI (Company-level) | — | 75% | — | — | 1.18 |
| PPI (Personal Performance Index) | Individual Objectives | 25% | 0–200% | Typical range 1.15–1.20 for NEOs | — |
- Petrie’s MIP target was 65% of base salary; his actual 2024 MIP payout was $258,538, equal to 93% of target (reflecting operations-weighted BPI/PPI determinations for divisional leaders) .
- For operations leaders (including Petrie), BPI weights were 30% company metrics and 70% operations metrics; operations targets are undisclosed for competitive reasons .
Long-Term Incentive (Equity) — 2022–2024 Earned and 2024 Grants
| LTIP Metric | Weight | Target Structure | Outcome |
|---|---|---|---|
| Adjusted EPS (annual, 3-year averaged) | 70% | 0.00–2.00 curves set at grant | Earned at 137% of target for 2022–2024 cycle |
| Adjusted Operating ROIC (annual, 3-year averaged) | 30% | 0.00–2.00 curves set at grant | Earned at 137% of target for 2022–2024 cycle |
| rTSR Modifier vs S&P 1500 Industrial Machinery | ±20% | Applied to cumulative LTIP performance | Included in 2024–2026 awards |
| 2022–2024 PSUs (Petrie) | Target Shares | Max Shares | % of Target Earned | Shares Earned |
|---|---|---|---|---|
| Performance RSUs | 2,582 | 5,164 | 137.0% | 3,537 |
| 2024 LTIP Grants (Petrie) | Time-based RSUs | PSUs Target | PSUs Max | Fair Value ($) |
|---|---|---|---|---|
| Granted Feb 27, 2024 | 2,258 | 3,388 | 6,776 | RSUs: 229,955; PSUs: 345,034 |
Vesting:
- Time-based RSUs vest in equal thirds on Feb 27, 2025/2026/2027: 752/753/753 shares .
- PSUs in 2024 cycle have three one-year performance periods (EPS/ROIC) with 3-year service vesting; rTSR modifier applies to final payout .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Measure | Value |
|---|---|
| Beneficial Ownership (3/18/2025) | 5,320 common shares; <1% of class |
| Stock Ownership Guideline Multiple | 3.0× base salary |
| Shares Required (12/31/2024) | 10,149 |
| Shares Held for Guideline (12/31/2024) | 15,385 (meets/exceeds requirement) |
| Hedging/Pledging | Prohibited by insider trading policy |
Note: Guideline “shares held” include certain RSUs per policy definitions; beneficial ownership is presented under SEC Rule 13d-3 and may differ in composition .
Outstanding Equity (12/31/2024)
| Category | Count (#) | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs (time-based + earned PSUs, service vesting) | 12,935 | 1,644,039 (at $127.10) |
| Unearned PSUs (2023–2025; 2024–2026 cycles at target) | 3,261 | 414,473 (target; $127.10) |
| Stock Options (exercisable/unexercisable) | 0 | 0 |
Scheduled Vesting (By Date)
| Vest Date | Shares (Petrie) |
|---|---|
| Feb 24, 2025 | 5,927 (includes earned 2022–2024 PSUs) |
| Feb 27, 2025 | 752 (time-based RSUs tranche) |
| Feb 22, 2026 | 3,474 (earned + time-based RSUs) |
| Feb 27, 2026 | 753 (time-based RSUs tranche) |
| Feb 27, 2027 | 2,029 (time-based RSUs tranche) |
Target vestings of unearned PSUs at successful performance:
- Feb 22, 2026: 1,002 target shares
- Feb 27, 2027: 2,259 target shares
Recent vesting realization:
- 2024 stock awards vested: 1,094 shares; value realized $111,051
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Contract of Employment with John Bean Technologies AB (Sweden), incorporated by reference to 2021–2022 filings |
| Location/Pension | Sweden-based; monthly pension contribution equal to 20% of fixed monthly salary (company-funded into individual plan) |
| Severance (Involuntary, no CIC) | 15 months base + target annual cash incentive; prorated target incentive; 15× employer medical/dental premium; outplacement; $20,000 lump sum (financial planning/tax), with equity proration/continued vesting; non-compete/non-solicit required |
| Estimated Severance (12/31/2024 scenario) | $886,875 severance; $279,500 prorated incentive; $41,004 benefits; $50,000 outplacement; total $1,257,379 |
| Change-in-Control (Double Trigger) | 2× highest base salary; 2× highest target annual cash incentive; prorated target incentive; 24 months benefits; equity vesting per agreement; Section 280G cutback if net after-tax benefit favors reduction; non-compete/non-solicit apply |
| Estimated CIC Qualifying Termination (12/31/2024 scenario) | Cash multiples: $860,000 base; $559,000 incentive; $279,500 prorated; equity values: $414,473 unearned PSUs; $968,375 earned PSUs; $675,664 time-based RSUs; benefits/outplacement $54,672/$70,000; total $3,881,684 |
| Clawback | Mandatory SEC-compliant clawback for executive officers; discretionary recovery for performance-based awards company-wide (misconduct or restatement) |
| Hedging/Pledging | Hedging, short sales, options, margin/pledging transactions prohibited for directors/officers/employees |
| Perquisites | Company car (vehicle/fuel costs); executive physical; disability insurance; financial counseling (taxable; no gross-up) |
Compensation Committee, Peer Group, and Say-on-Pay
- Committee members: Polly B. Kawalek (Chair), Alan D. Feldman, Olafur S. Gudmundsson, Lawrence V. Jackson, Arnar Thor Masson .
- Independent consultant: Meridian engaged in 2024 to advise on pay philosophy, market practices, and regulatory mandates .
- Peer group (24 industrial companies, size-adjusted): includes Applied Industrial Technologies, Middleby, IDEX, ITT, Marel hf., etc. with 2023 revenues ~$770M–$4.4B (median ~$2.353B); JBT 2023 continuing revenues $1.664B .
- Target market positioning: generally target median (50th percentile) for each pay element; high portion at-risk pay; clawbacks; ownership guidelines; no single-trigger CIC; no excise tax gross-ups .
- Say-on-Pay 2024: approved by 96.08% of votes cast .
Performance Compensation Detail (Design Table)
| Metric | Weighting | Target Definition | Actual/Payout (where applicable) | Vesting |
|---|---|---|---|---|
| MIP Adjusted EBITDA | 50% (BPI) | $300.0M target; curve 0.00–2.50 | $295.0M; factor 0.83 | Annual cash |
| MIP Adjusted EBITDA Margin | 25% (BPI) | 17.00% target; curve 0.00–2.50 | 17.19%; factor 1.19 | Annual cash |
| MIP FCF Conversion | 25% (BPI) | 105.0% target; curve 0.00–2.50 | 148.6%; factor 1.87 | Annual cash |
| MIP PPI | 25% of total | Individual goals (0–200%) | NEOs typically 1.15–1.20 | Annual cash |
| LTIP EPS (Adj.) | 70% (PSUs) | 3-year annual periods; 0.00–2.00 | Part of 137% total earn (2022–2024) | PSUs require 3-year service |
| LTIP ROIC (Adj.) | 30% (PSUs) | 3-year annual periods; 0.00–2.00 | Part of 137% total earn (2022–2024) | PSUs require 3-year service |
| rTSR Modifier | ±20% | S&P 1500 Industrial Machinery comparator | Applies to 2024–2026 cycle | PSUs |
Investment Implications
- Alignment appears strong: Petrie exceeds 3× salary stock ownership requirements (15,385 vs 10,149 required) and is subject to strict hedging/pledging prohibitions, supporting long-term alignment and limiting leverage-driven forced selling risk .
- Retention is reinforced by significant unvested equity (12,935 service-vesting RSUs and targeted unearned PSUs), with staggered vesting through 2027 and performance-dependent PSUs; 2024 MIP payout at 93% of target suggests incentive sensitivity to divisional and company results .
- Compensation levers emphasize EPS/ROIC (long-term) and EBITDA/margin/FCF (short-term), with a relative TSR modifier—investors should monitor these metrics and rTSR rank versus S&P 1500 Industrial Machinery for forward payout risk/optionality .
- Change-in-control protection is moderate (double-trigger; 2× salary and bonus; equity vesting conditions; 280G cutback), reducing entrenchment risk while ensuring focus in potential strategic transactions; no excise tax gross-ups align with shareholder-friendly governance .
- Governance backdrop: robust clawback policy, annual say-on-pay with strong support (96.08%), and peer group targeting at the median mitigate pay inflation risk while maintaining competitiveness .