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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 29, 2023

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer, or PEO, and for the average of the other NEOs and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”



Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs (3)		Average Compensation Actually Paid to Non-PEO NEOs (4)		Value of Initial Fixed $100 Investment Based On:				Net Income (millions) (7)			EBITDA (millions) (8)
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)				Average Compensation Actually Paid to Non-PEO NEOs (4)		Total Shareholder Return (5)		Peer Group Total Shareholder Return (6)		Net Income (millions) (7)			EBITDA (millions) (8)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)
2023	$	4,449,489	$	4,326,157	$	892,993	$	844,022	$	81.18	$	114.36	$	(1.6	)	$	124.0
2022	$	6,130,560	$	5,375,558	$	843,407	$	628,138	$	78.74	$	104.79	$	97.7		$	241.8
2021	$	5,470,325	$	5,698,163	$	1,225,904	$	1,264,940	$	81.16	$	108.31	$	79.9		$	206.1
2020	$	5,911,194	$	4,176,140	$	1,338,101	$	1,147,163	$	69.66	$	98.07	$	46.3		$	177.4

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for

Mr. Abu-Ghazaleh

(our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to

Mr. Abu-Ghazaleh,

as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to

Mr. Abu-Ghazaleh

during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to

Mr. Abu-Ghazaleh’s

total compensation for each year to determine the compensation actually paid:



Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (a)		Equity Award Adjustments (b)		Compensation Actually Paid to PEO
2023		$4,449,489		($2,433,301)		$2,309,969		$4,326,157
2022		$6,130,560		($3,179,283)		$2,424,281		$5,375,558
2021		$5,470,325		($3,156,854)		$3,384,692		$5,698,163
2020		$5,911,194		($2,492,463)		$757,409		$4,176,140

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:



Year	Year End Fair Value of Equity Awards of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments PEO
2023	$	1,987,991	$	6,882		$	—	$	281,614		($	71,892	)	$	105,374	$	2,309,969
2022	$	2,662,790	($	109,442	)	$	—	($	39,811	)	($	149,551	)	$	60,295	$	2,424,281
2021	$	3,174,399	$	266,406		$	—	$	100,230		($	163,676	)	$	7,333	$	3,384,692
2020	$	1,761,924	($	945,548	)	$	274,200	($	368,638	)		—		$	35,471	$	757,409

EXECUTIVE COMPENSATION

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding

Mr. Abu-Ghazaleh)

in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Monica Vicente, Mohammed Abbas, Jesus Rodriguez Calvo, Effie D. Silva and Ziad Nabulsi; (ii) for 2022, Monica Vicente, Mohammed Abbas, Ziad Nabulsi, Helmuth Lutty, Youssef Zakharia and Eduardo Bezerra; (iii) for 2021, Eduardo Bezerra, Mohammed Abbas, Youssef Zakharia and Marlene M. Gordon; and (iv) for 2020, Eduardo Bezerra, Youssef Zakharia, Annunciata Cerioli and Marlene M. Gordon.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding

Mr. Abu-Ghazaleh),

as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for these NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2:



Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards		Average Equity Award Adjustments*		Average Compensation Actually Paid to Non-PEO NEOs
2023		$892,993		$314,437		$265,466		$844,022
2022		$843,407		($136,720)		($78,549)		$628,138
2021		$1,225,904		($429,688)		$468,724		$1,264,940
2020		$1,338,101		($381,503)		$190,565		$1,147,163

The amounts deducted or added in calculating the total average equity award adjustments are as follows:



Year	Average Year End Fair Value of Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
202 3	$	256,893	$	361			—	$	7,442		($	3,284	)	$	4,054	$	265,466
2022	$	226,694	($	6,175	)		—	($	449	)	($	308,609	)	$	9,989	($	78,549	)
2021	$	434,433	$	46,389			—	$	13,119		($	27,428	)	$	2,211	$	468,724
2020	$	270,215	($	81,151	)	$	37,222	($	36,960	)		—		$	1,238	$	190,565

(5)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the published industry index S&P 600 Food Products.

(7)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)

EBITDA is defined as net income (loss) plus interest expense, depreciation and amortization, income tax provision (benefit), and share-based compensation expense. While the Company uses several financial and

non-financial

performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

Company Selected Measure Name

EBITDA

Named Executive Officers, Footnote

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding

Mr. Abu-Ghazaleh)

Peer Group Issuers, Footnote

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the published industry index S&P 600 Food Products.

PEO Total Compensation Amount

$ 4,449,489

$ 6,130,560

$ 5,470,325

$ 5,911,194

PEO Actually Paid Compensation Amount

$ 4,326,157

5,375,558

5,698,163

4,176,140

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to

Mr. Abu-Ghazaleh,

as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to

Mr. Abu-Ghazaleh

during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to

Mr. Abu-Ghazaleh’s

total compensation for each year to determine the compensation actually paid:



Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (a)		Equity Award Adjustments (b)		Compensation Actually Paid to PEO
2023		$4,449,489		($2,433,301)		$2,309,969		$4,326,157
2022		$6,130,560		($3,179,283)		$2,424,281		$5,375,558
2021		$5,470,325		($3,156,854)		$3,384,692		$5,698,163
2020		$5,911,194		($2,492,463)		$757,409		$4,176,140

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end



Year	Year End Fair Value of Equity Awards of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments PEO
2023	$	1,987,991	$	6,882		$	—	$	281,614		($	71,892	)	$	105,374	$	2,309,969
2022	$	2,662,790	($	109,442	)	$	—	($	39,811	)	($	149,551	)	$	60,295	$	2,424,281
2021	$	3,174,399	$	266,406		$	—	$	100,230		($	163,676	)	$	7,333	$	3,384,692
2020	$	1,761,924	($	945,548	)	$	274,200	($	368,638	)		—		$	35,471	$	757,409

Non-PEO NEO Average Total Compensation Amount

$ 892,993

843,407

1,225,904

1,338,101

Non-PEO NEO Average Compensation Actually Paid Amount

$ 844,022

628,138

1,264,940

1,147,163

Adjustment to Non-PEO NEO Compensation Footnote

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding

Mr. Abu-Ghazaleh),

as computed in accordance with Item 402(v) of Regulation

S-K.

S-K,

the following adjustments were made to average total compensation for these NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2:



Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Average Reported Value of Equity Awards		Average Equity Award Adjustments*		Average Compensation Actually Paid to Non-PEO NEOs
2023		$892,993		$314,437		$265,466		$844,022
2022		$843,407		($136,720)		($78,549)		$628,138
2021		$1,225,904		($429,688)		$468,724		$1,264,940
2020		$1,338,101		($381,503)		$190,565		$1,147,163

The amounts deducted or added in calculating the total average equity award adjustments are as follows:



Year	Average Year End Fair Value of Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
202 3	$	256,893	$	361			—	$	7,442		($	3,284	)	$	4,054	$	265,466
2022	$	226,694	($	6,175	)		—	($	449	)	($	308,609	)	$	9,989	($	78,549	)
2021	$	434,433	$	46,389			—	$	13,119		($	27,428	)	$	2,211	$	468,724
2020	$	270,215	($	81,151	)	$	37,222	($	36,960	)		—		$	1,238	$	190,565

Compensation Actually Paid vs. Total Shareholder Return


CAP vs Cumulative TSR As illustrated by the graph, CAP for both our CEO and the non-CEO NEOs as a group was generally aligned with the Company’s cumulative TSR over the period presented because a material portion of the total direct compensation awarded to the CEO and other NEOs is in the form of at-risk, performance-based awards, and on average constituted approximately 80% of the CEO’s target direct compensation and approximately 59% of the target direct compensation for the other NEOs.

Compensation Actually Paid vs. Net Income


CAP vs Net Income As illustrated by the graph, while CAP for both our CEO and the non-CEO NEOs generally following net income over the periods presented, the decrease in net income for 2023 was significant due to a significant non-cash impairment charge taken in 2023. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure EBITDA, which the Company does use when setting goals for the Company’s performance-based restricted stock unit awards to the CEO and the other NEOs.

Compensation Actually Paid vs. Company Selected Measure


CAP vs EBITDA As illustrated by the graph, CAP for both our CEO and the non-CEO NEOs as a group was generally aligned with the Company’s EBITDA over the period presented. The Company has determined that EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to Company performance.

Total Shareholder Return Vs Peer Group


Company Cumulative TSR vs Peer Group Cumulative TSR As illustrated by the graph, while the Company’s cumulative TSR was generally aligned with the S&P 600 Food Products Index, the Company underperformed in 2020 due to the impact of the COVID-19 pandemic on the Company’s business. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”

Tabular List, Table

Financial Performance Measures

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a

pay-for-performance

philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are based on quantifiable and objective performance goals to incentivize our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

•

EBITDA

•

Net Sales

•

Earnings per Share

•

NOCF (calculated as net cash provided by operating activities divided by average shareholder’s equity)

•

Free Cash Flow (calculated as net cash provided by operating activities less net cash used in investing activities)

•

Return on Assets (calculated as calculated as EBIT divided by average assets)