Matthew Galvanoni
PILGRIMS PRIDEAbout Matthew Galvanoni
Matthew Galvanoni, 52, is Pilgrim’s Pride Corporation’s Chief Financial Officer and principal financial officer, serving since March 2021. He previously held senior finance roles at Ingredion (VP Finance 2016–2021; Global Corporate Controller & Chief Accounting Officer 2012–2016), Exelon (Assistant Corporate Controller), and began his career at PwC in 1994; he holds a Bachelor of Accounting from the University of Illinois and an MBA from Northwestern’s Kellogg School of Management . PPC delivered FY2024 net sales of $17.9B and adjusted EBITDA of $2.2B, underscoring strong execution; the company’s compensation committee ties NEO pay to profitability and cash flow via PBT Margin and EBIT-based metrics . PPC’s annual pay-versus-performance disclosure shows compensation alignment with performance and includes cumulative TSR tracking over time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pilgrim’s Pride Corporation | Chief Financial Officer; Principal Financial Officer | Since March 2021 | Leads global finance function; compensation programs tied to PBT Margin and segment EBIT drive cash flow and profitability . |
| Ingredion Incorporated | Vice President, Finance | 2016–2021 | Oversaw global finance; prepared for transition to PPC CFO through performance management . |
| Ingredion Incorporated | Global Corporate Controller & Chief Accounting Officer | 2012–2016 | Led external reporting and accounting controls . |
| Exelon Corporation | Assistant Corporate Controller | (years not disclosed) | Held several finance leadership positions improving reporting rigor . |
| PricewaterhouseCoopers LLP | Audit/Assurance (start of career) | Began in 1994 | Foundation in audit and controls . |
External Roles
- None disclosed for Mr. Galvanoni in the proxy or 8-K filings .
Fixed Compensation
| Component (USD) | FY2024 | Notes |
|---|---|---|
| Base Salary | $532,692 | Increase mid-2024 from $520,000 to $550,000; FY2025 base set at $550,000 . |
| Target Bonus % (STIP) | 100% of base salary | Target opportunity equals base salary. |
| STIP Payout | $1,046,993 | Company PBT Margin achieved 8.8% → 200% company factor; individual modifier applied (0–100%) . |
| Group-term Life Insurance | $1,242 | Standard benefit. |
| Long-term Disability Premium | $543 | Standard benefit. |
| Company 401(k) Match | $5,175 | Same plan as employees . |
| Deferred Compensation Match | $4,303 | Under Non-Qualified Deferred Comp Plan . |
| Allowances | $600 | As disclosed. |
Performance Compensation
2024 Short-Term Management Incentive Plan (STIP)
| Metric | Weighting | Target | Actual | Payout Mechanics | Result |
|---|---|---|---|---|---|
| Profit Before Taxes (PBT) Margin | Company goal (initial payout) | 3.5% = 100%; grid 2%→25% up to 7%→200% | 8.8% | Company factor = 200%; individual goals apply 0–100% modifier | $1,046,993 cash bonus for CFO |
2024 Long-Term Incentive Program (Segment EBIT-based RSUs)
| Segment | Weight | Metric | Target | Actual | Payout % | Weighted Contribution |
|---|---|---|---|---|---|---|
| U.S. | 65% | EBIT per processed pound vs Agri Stats average | 2.50 cents above average = 100% | 4.54 cents above average | 200% | 130.0% |
| Mexico | 10% | EBIT margin vs Bachoco | +4.00% vs competitor = 100% | Below threshold | 0% | 0.0% |
| Europe | 25% | EBIT margin vs Cranswick | 1.50% below competitor = 100% | 0.90% below competitor | 125% | 31.3% |
| Total | — | — | — | — | — | 161.3% payout achievement |
- Award mechanics: CFO target 20,328 RSUs; certified payout 161.3% → 32,790 RSUs awarded on 2/12/2025; vests ratably on 12/31/2025, 12/31/2026, 12/31/2027 .
2024 Free Cash Flow (FCF) Long-Term Incentive Program (3-year PSUs)
| Metric | Target Shares | Performance Period | Payout Range | Vesting |
|---|---|---|---|---|
| Cumulative Free Cash Flow | 50,000 PSUs to RSUs (target) | 1/1/2024–12/27/2026 | 25%–150% | Earned RSUs vest ratably on 7/1/2027, 7/1/2028, 7/1/2029 |
Equity Ownership & Alignment
| Ownership Detail | As of | Amount | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 3/20/2025 | 79,057 shares (incl. unvested RSUs) | Less than 1% of shares outstanding . |
| Unvested Time-based RSUs | 12/29/2024 | 36,315 units | Market value $1,667,585 at $45.92/share . |
| Unearned Performance RSUs (max) | 12/29/2024 | 40,656 units | Market value $1,866,924 (max assumption) . |
| 2024 Program RSUs Awarded (earned) | 2/12/2025 | 32,790 units | Vests on 12/31/2025–2027 . |
| Hedging/Pledging | Policy | Prohibited by insider trading policy | Applies to all directors/officers . |
| Section 16 Compliance | FY2024 | One late Form 4 for RSU acquisition due to PSUs earned | Admin delay noted . |
Stock ownership guidelines and compliance status are not disclosed in the proxy.
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None; no written employment agreement . |
| Severance (without cause) | 16 weeks base pay + 2 weeks per year of service beyond two years (max 52 weeks); example CFO severance shown at $180,000 . |
| Change-of-Control (CoC) | No cash CoC payment; equity awards accelerate if not converted/assumed/replaced by successor; CoC defined to require consummation . |
| Potential Payments (12/29/2024) | Death/Disability: $2,000,000 insurance; Immediate RSU vest value $3,173,240; Termination w/o cause: $180,000; CoC equity vest value: $3,173,240 (at $45.92/share) . |
| Clawback | Compensation Recovery Policy compliant with SEC Rule 10D-1 and Nasdaq; recovery of erroneously awarded comp upon restatement due to fraud/negligence/misconduct . |
| Hedging/Pledging | Prohibited . |
| Tax Gross-ups | Company policy of no CoC payments or excise tax gross-ups . |
Say-on-Pay & Compensation Committee
- 2024 Say-on-Pay approval: 98.1% in favor; program remained consistent given strong support .
- Compensation Committee members (2024): Gilberto Tomazoni (Chair), Arquimedes Celis, Andre Nogueira de Souza .
- Controlled company exemptions utilized (no standalone committee charter) .
- No compensation consultant engaged in 2024 .
Company Performance During Galvanoni’s Tenure
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Revenue (USD) | $14,777,458,000* | $17,468,377,000* | $17,362,217,000* | $17,878,291,000* |
| EBITDA (USD) | $597,790,000* | $1,610,171,000* | $1,024,866,000* | $2,177,777,000* |
| Revenue Change (FY2021→FY2024) | — | — | — | +21%* |
| EBITDA Change (FY2021→FY2024) | — | — | — | +264%* |
Values retrieved from S&P Global.
Additionally, PPC disclosed FY2024 net sales of $17.9B and adjusted EBITDA of $2.2B in the proxy CD&A, consistent with the above trajectory .
Performance Compensation – Instrument Detail
| Award | Grant/Certification | Shares | Vesting | Notes |
|---|---|---|---|---|
| 2024 Program Target (RSUs) | 1/22/2024 | 20,328 target | RSUs earned vest 12/31/2025–2027 | Segment EBIT metrics; weighted by U.S./Mexico/Europe . |
| 2024 Program Earned (RSUs) | 2/12/2025 | 32,790 earned | Same as above | 161.3% payout achievement . |
| 2024 FCF Program (PSUs→RSUs) | 1/2024 | 50,000 target PSUs | Earned RSUs vest 7/1/2027–2029 | 3-year cumulative FCF with 25%–150% payout . |
Deferred Compensation
| Item | FY2024 | Aggregate Balance End FY2024 |
|---|---|---|
| Executive Contributions | $46,762 | $161,986 |
| Company Match | $4,303 | Included above; no above-market earnings . |
Risk Indicators & Red Flags
- Hedging or pledging of company stock is prohibited by policy (reduces alignment concerns) .
- Clawback policy adopted and filed with the 2024 Form 10-K, meeting SEC/Nasdaq standards .
- Section 16 compliance noted with one late Form 4 for RSU acquisition due to PSUs earned (administrative delay) .
- Related-party governance controls in place; CFO signed tax sharing agreement with JBS USA underpinning consolidated tax arrangements .
Investment Implications
- Strong pay-for-performance alignment: CFO incentives are highly contingent on profitability (PBT Margin) and segment-relative EBIT, with 66% of target compensation “at risk,” reinforcing focus on cash flow and operational excellence .
- Multi-year equity mix balances retention and performance: Earned RSUs vest over 3 years; FCF PSUs span a 3-year performance period then 3-year vesting, smoothing selling pressure and aligning with long-term cash generation .
- Retention risk appears moderate: No employment agreement, but severance and significant unvested equity create retention hooks; prohibitions on hedging/pledging and the clawback policy enhance governance .
- Ownership alignment is positive but small in absolute terms (<1% beneficial ownership), typical for CFOs; continued vesting schedules suggest predictable Form 4 activity around vest dates, not discretionary selling pressure based on current disclosures .
- Program design signals management confidence: Elevated 2024 STIP payout from 8.8% PBT Margin and 161.3% LTI achievement reflect strong operating execution; continued use of segment-relative metrics and FCF targets should provide leading indicators for future compensation outcomes and potential stock support if performance persists .