Mark Hall
About Mark Hall
Mark L. Hall is Chief Financial Officer of Smithfield Foods, Inc. (SFD), serving as principal financial officer and signatory on SEC filings, including the 2024 Form 10‑K CFO certifications under Sections 302 and 906 of Sarbanes‑Oxley . He has 8 years of credited service in the Salaried Pension Plan and 11 years in the Supplemental Pension Plan, indicating long-standing tenure with the company . Hall beneficially owns 10,000 SFD common shares, representing less than 1% of outstanding shares, aligning with shareholder interests while the company prohibits executive hedging and pledging of company stock . Under his finance leadership, SFD reported strong operating results post‑IPO: Q2 FY2025 net sales grew 11.0% year-over-year to $3.8B with adjusted operating margin of 7.9%, and Q3 FY2025 net sales grew 12.4% year-over-year to $3.7B with adjusted operating margin of 8.3% .
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | 1,000,000 | CFO salary for FY2024 |
| Target Annual Incentive (% of Salary) | 400% | FY2024 target bonus opportunity |
| Target Annual Incentive ($) | 4,000,000 | Equals 400% of $1,000,000 |
| Threshold Annual Incentive ($) | 1,440,000 | Threshold payout for CFO |
| Discretionary Bonus ($) | 2,500,000 | Paid Q1 2025; subject to clawed-back repayment provisions if certain events occur (50% if within 1 year; 25% if 1–2 years) |
| Non‑Equity Incentive Paid ($) | 3,480,000 | FY2024 payout based on performance |
| All Other Compensation ($) | 40,647 | 401(k) & perqs; see breakdown below |
Perquisites and other FY2024 components:
- 401(k) and non-qualified plan contributions: $21,835
- Leased vehicle/auto allowance: $18,000
- Life/umbrella insurance premiums: $812
Performance Compensation
| Metric | Weighting | FY2024 Design Targets | Actual Payout | Over-Target Formula | Vesting/Payment |
|---|---|---|---|---|---|
| North America Net Income (company-level) | 100% (for CFO) | Threshold: $600M (36% payout); Target: $1,000M (100% payout); Stretch: >$1,000M (uncapped) | 3,480,000 | 0.4% of amount in excess of $1B for CFO | Cash; approved 3/3/2025 |
Notes:
- FY2024 incentive metrics and payout curves were established by WH Group; post‑IPO, the Compensation Committee retained discretion to adjust for non‑ordinary items .
- Steven France had multi-metric design; CFO (Hall) was measured solely on North America Net Income .
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 10,000 | Less than 1% of class |
| Shares Outstanding (Record Date) | 393,112,711 | For ownership context |
| Hedging/Pledging | Prohibited | Insider trading policy bans hedging/pledging for executives |
| Rule 10b5-1 Plans | Allowed (with strict controls) | Company requires cooling-off periods, pre-clearance, and other conditions |
| IPO Equity Program | RSUs and Options (50%/50%) | Awards at IPO (1/27/2025) vest in equal annual installments over five years; option exercise price $20.00; aggregate NEO grants: 2,160,933 options and 330,000 RSUs (individual allocations not disclosed) |
Additional alignment mechanisms:
- Compensation Recovery Policy (clawback) compliant with SEC/Nasdaq Rule 10D‑1; covers incentive-based compensation for three fiscal years preceding any required restatement .
Employment Terms
| Term | CFO (Mark Hall) | Details |
|---|---|---|
| Employment Agreement | None | NEOs are not party to individual employment agreements |
| Severance Plan | Executive Severance Plan | On termination without cause or resignation for good reason: salary continuation for 18 months; prorated bonus (actual performance through separation); COBRA subsidy up to 18 months |
| Change-in-Control (CIC) | Enhanced bonus treatment | If qualifying termination within 2 months before or 2 years after CIC: prorated bonus based on target; equity awards vest in full upon CIC (current forms) |
| Equity Treatment on Separation | Retirement/no‑cause | Options/RSUs remain outstanding and eligible to vest on regular schedule following retirement or involuntary termination without cause (IPO awards: retirement vesting continued; all awards vest in full at death or CIC) |
| Restrictive Covenants | Required for participation | Non‑disclosure, non‑competition, non‑solicitation, and non‑disparagement (subject to local law) |
Compensation Committee and Governance
- Compensation Committee: Long Wan (Chair), Lijun Guo, Hank Shenghua He, Xiaoming Zhou, John A. Quelch .
- Consultant: Willis Towers Watson advised on executive compensation matters prior to IPO; post‑IPO the Compensation Committee administers programs .
- Controlled company: WH Group beneficially owned ~92.7% of shares as of April 10, 2025; SFD relies on certain Nasdaq controlled-company exemptions (e.g., non-independent composition for Compensation/Nominating Committees) while maintaining an independent Audit Committee .
- Clawback/Recoupment: Formal Compensation Recovery Policy adopted (see above) .
Say-on-Pay (2025 Annual Meeting):
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote on NEO Compensation (FY2024) | 386,512,373 | 195,389 | 102,625 | 2,172,603 |
| Frequency of Say-on-Pay | 386,695,046 (1 year) | 1,806 (2 years) | 10,502 (3 years) | 103,033 |
Investment Implications
- Pay-for-performance structure: Hall’s FY2024 incentive was fully tied to North America Net Income with an uncapped upside (0.4% of excess over $1B), aligning CFO rewards with bottom-line delivery; actual non-equity incentive payout of $3.48M reflects strong performance and committee-approved results .
- Retention risk mitigated: Discretionary bonus repayment agreement (50% within 1 year; 25% within 1–2 years), 18-month salary continuation under severance plan, and five-year vesting for IPO equity awards support retention and discourage short-term exits .
- Alignment safeguards: Anti-hedging/pledging policy, robust Rule 10b5‑1 governance, and SEC/Nasdaq-compliant clawback reduce misalignment and manage insider-trading optics; full vesting on CIC could be a shareholder watchpoint but is balanced by strong say-on-pay support and controlled-company oversight .
- Performance momentum: Post-IPO quarterly results show double-digit sales growth and improved margins, reinforcing incentive designs tied to profitability and potentially sustaining upside for future payouts (subject to committee discretion) .