FRESH DEL MONTE PRODUCE INC (FDP)
Sector: Consumer Staples
2026 Annual Meeting Analysis
FDP · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Director Nominees for a Three-Year Term Expiring at the 2029 Annual General Meeting of Shareholders
Berthelot has served since 2006 and meets all policy screens: FDP's 3-year stock return of +57.4% outperforms the company's disclosed peer group median by +89.7 percentage points (well above the 50pp trigger threshold for strong positive TSR), no overboarding concerns are present, he attended at least 75% of meetings, and he has strong financial and governance credentials including CPA certification and prior CEO experience.
Marcus has served since 2021 and meets all policy screens: FDP's 3-year stock return of +57.4% outperforms the disclosed peer group median by +89.7 percentage points (well above the 50pp trigger threshold for strong positive TSR), she holds only one other public board seat (Healthstream is listed under Beard; Marcus's disclosed outside public boards appear to be only Primo Water, which ended in 2024), she attended at least 75% of meetings, and she brings relevant consumer marketing and food industry expertise.
Both Class II director nominees — Berthelot and Marcus — pass all policy screens. FDP's 3-year total return of +57.4% dramatically outperforms the disclosed compensation peer group median of -32.3% by approximately +89.7 percentage points, far exceeding the 50pp underperformance threshold that would be needed to trigger a vote against (and in the wrong direction — FDP is massively outperforming). No overboarding, attendance, independence, or familial relationship concerns apply to either nominee.
Say on Pay
✓ FORCEO
Mohammad Abu-Ghazaleh
Total Comp
$10,144,565
Prior Support
96%%
The CEO received $10,144,565 in total compensation for 2025, which is within a reasonable range for a CEO at a $2 billion consumer staples company with strong financial performance (EBITDA exceeded target by 8.5%, stock up 57% over three years). The pay structure is well-designed: approximately 84% of the CEO's target compensation is at-risk or performance-based — well above the 50-60% policy threshold — with performance stock awards tied to an EBITDA target that was actually tested and earned at 108.5%, and annual incentives linked to return on equity, free cash flow, and EPS. The prior year's Say on Pay vote received 96% support, the company maintains robust clawback policies, and pay-for-performance alignment is strong given FDP's stock return of +57.4% over three years versus a peer group median of -32.3%.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text was truncated before the auditor fee table was included, so audit and non-audit fee data cannot be confirmed from the available text; however, EY is a Big 4 firm appropriate for FDP's approximately $2 billion market cap, the tenure trigger requires confirmed data to fire and none is available, and no material restatements are disclosed — accordingly the default FOR vote applies with a note that fee ratio verification could not be completed from the available filing excerpt.
Overall Assessment
FDP's 2026 annual meeting features four proposals: election of two independent directors (both supported), ratification of EY as auditor (supported, subject to fee data not available in the filing excerpt), advisory vote on executive compensation (supported — pay is well-structured with 84% at-risk and strong pay-for-performance alignment given FDP's outstanding 3-year stock performance), and a charter amendment to rename the company Del Monte Corporation following the Del Monte Foods acquisition (supported as routine governance housekeeping). No stockholder proposals are present in this filing.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing