Fabio Sandri
PILGRIMS PRIDEAbout Fabio Sandri
Fabio Sandri, 53, is President and Global Chief Executive Officer of Pilgrim’s Pride Corporation (PPC). He has served as CEO since September 2020 after joining PPC as CFO in 2011. He holds an MBA from Wharton (University of Pennsylvania) and a B.S. in Electrical Engineering from Escola Politécnica da Universidade de São Paulo. Under his leadership, PPC reported FY2024 net sales of $17.9B, net income of $1.1B (GAAP EPS $4.57), and Adjusted EBITDA of $2.2B (12.4% margin); company-selected PBT Margin was 8.8%, and Pay vs Performance shows PPC TSR value of $139.28 on a $100 base for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pilgrim’s Pride Corporation | President & CEO | Sep 2020–present | — |
| Pilgrim’s Pride Corporation | Chief Financial Officer | Jun 2011–Sep 2020 | — |
| Estacio Participações | Chief Financial Officer | Apr 2010–Jun 2011 | — |
| Imbra S.A. | Chief Financial Officer | Nov 2008–Apr 2010 | — |
| Braskem S.A. | Corporate Controller | 2007–2008 | — |
| Braskem S.A. | Strategy Director | 2005–2007 | — |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | No external public company directorships disclosed in PPC executive officer biography | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 900,000 | 942,308 | 1,000,000 | 1,000,000 |
Additional 2024 cash and benefits:
- 2024 non-equity incentive (STIP) paid: $1,982,000
- 2024 other comp (life/disability, 401k match, deferred comp match): $17,075
Performance Compensation
2024 Short-Term Incentive Plan (STIP)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| PBT Margin (Company-based) with individual modifier | Company result determines initial payout; individual modifier 0–100% adjusts final payout | 3.5% PBT Margin = 100% of salary | 8.8% PBT Margin | 200% company-based; final CEO cash bonus $1,982,000 | Cash |
| Notes | — | Bonus opportunity set at 100% of base salary | PBT excludes certain non-recurring items (e.g., antitrust settlements; debt extinguishment gains) | Tiered schedule: 2%→25%, 3.5%→100%, 7%→200% | — |
| Citations: |
2024 Long-Term Incentive Program (one-year performance; 3-year vest)
| Segment/Metric | Weight | Target | Actual | Payout | Resulting RSUs (CEO) | Vesting |
|---|---|---|---|---|---|---|
| U.S.: EBIT per processed lb vs Agri Stats average | 65% | 2.50¢ above avg = 100% | 4.54¢ above avg | 200% | — | Earned RSUs vest ratably 12/31/2025, 12/31/2026, 12/31/2027 |
| Mexico: EBIT margin vs Bachoco | 10% | 4.00% higher = 100% | Below threshold | 0% | — | — |
| Europe: EBIT margin vs Cranswick | 25% | 1.50% lower than peer = 100% | 0.90% below peer | 125% | — | — |
| Total weighted payout | — | — | — | 161.3% | 63,057 | As above |
| CEO target award and grant date | — | 39,093 target RSUs (1/22/2024 grant) | — | — | — | Earned at 161.3% = 63,057 RSUs |
| Citations: |
- Discretionary award: 18,038 fully vested shares granted 3/7/2025 for outstanding 2024 performance .
2024 Free Cash Flow Long-Term Incentive Program (three-year performance; 3-year vest)
| Metric | Performance Period | Target Award (CEO) | Payout Range | Vesting (if earned) |
|---|---|---|---|---|
| Cumulative Free Cash Flow | 1/1/2024–12/27/2026 | 250,000 PSUs | 25%–150% of target | Settles into RSUs; then vests ratably on 7/1/2027, 7/1/2028, 7/1/2029 |
| Citations: |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 360,930 shares (less than 1% of outstanding) |
| Unvested RSUs (12/29/2024) | 190,366 RSUs (value $8,741,607 at $45.92) |
| 2024 Program unearned at 12/29/2024 | Max 78,186 RSUs shown pre-certification (performance later certified at 161.3%) |
| 2024 Program earned (2/12/2025) | 63,057 RSUs; vest ratably on 12/31/2025, 12/31/2026, 12/31/2027 |
| 2023 Program outstanding | 48,954 RSUs; vests ratably on 12/31/2024, 12/31/2025, 12/31/2026 |
| 2021 FCF Program outstanding | 125,000 RSUs; vests in equal installments on 7/1/2025 and 7/1/2026 |
| Ownership/hedging/pledging policy | Hedging and pledging of Company stock are prohibited |
| Clawback | Compensation Recovery Policy adopted per Rule 10D-1; recovery of erroneously awarded comp after restatements caused by fraud/negligence/misconduct |
| Stock ownership guidelines | Not disclosed in the sections reviewed |
| Deferred compensation balance (12/29/2024) | $436,796 (executive contributions $40,000; company match $10,115 in 2024) |
Insider selling pressure watch (upcoming supply): 2021 FCF Program vests in two equal installments on 7/1/2025 and 7/1/2026; 2023 Program continues ratable vesting through 12/31/2026; 2024 Program (63,057 RSUs earned) vests ratably on 12/31/2025, 12/31/2026, 12/31/2027; discretionary 18,038 shares granted 3/7/2025 are already fully vested .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | No written employment agreement |
| Severance (without cause) | Severance Plan: 16 weeks of base pay + 2 weeks per year of service over 2 years; max 52 weeks; plus up to 2 weeks in lieu of notice if <2 weeks notice |
| Severance amount (as of 12/29/2024) | $750,000 for Sandri; $180,000 for CFO (plan-based calculation) |
| Change-in-control (CIC) | No CIC cash payments; immediate vesting of RSUs under certain circumstances (e.g., if awards are not converted/assumed) |
| Tax gross-ups | Company policy: no change-in-control payments or excise tax gross-ups |
| Hedging/pledging | Prohibited for directors, officers, employees |
| Clawback | Active Compensation Recovery Policy per SEC/Nasdaq rules |
Performance & Track Record (context during tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| PPC TSR – value of $100 | 58.69 | 83.56 | 72.19 | 83.89 | 139.28 |
| Peer group TSR – value of $100 (Hormel, Tyson) | 86.84 | 102.90 | 87.04 | 70.57 | 75.72 |
| Net Income ($000s) | 95,070 | 31,268 | 746,538 | 322,317 | 1,087,223 |
| PBT Margin (%) | 3.1% | 5.1% | 6.1% | 2.5% | 8.8% |
Additional FY2024 operating context highlighted in the proxy: net sales $17.9B; Adjusted EBITDA $2.2B (12.4% margin) .
Compensation Governance, Say-on-Pay, and Peer References
- Say-on-Pay support: Approximately 98.1% of votes present supported NEO compensation at the 2024 annual meeting; Compensation Committee viewed this as validation and kept principles largely unchanged .
- Controlled company status: PPC relies on Nasdaq controlled company exemptions (e.g., no chartered independent compensation committee), given majority control by JBS .
- No outside compensation consultant engaged in 2024 for determining executive pay amounts/forms .
- Pay-versus-performance uses PPC TSR peer group of Hormel and Tyson for TSR references .
- Section 16 compliance: three late Form 4s for Sandri in 2024 due to administrative delays (acquisitions of RSUs on performance, cash settlement of certain RSUs upon vesting, and one sale) .
Investment Implications
- Strong pay-for-performance alignment: 2024 STIP paid at 200% on an 8.8% PBT Margin; 2024 LTI payout at 161.3% driven by U.S. EBIT per pound outperformance, with meaningful equity vesting spanning 2025–2027; FCF PSUs strengthen long-term cash discipline (25–150% payout range) .
- Near-term supply overhang potential: Multiple vesting events (7/1/2025; 12/31/2025–2027) plus a fully vested discretionary award (18,038 shares) could add selling pressure windows; hedging/pledging bans limit risk-mitigation trades, increasing potential for post-vesting liquidity events .
- Retention risk appears contained: No employment agreement but severance plan provides meaningful protection; substantial unvested RSUs (190,366 at YE2024) and multi-year vesting cadence create stickiness .
- Governance context: Controlled company structure concentrates influence; however, say-on-pay support (98.1%) and active clawback, hedging, and pledging policies reduce certain governance risks .