DEL MONTE CORPDMC
DEL MONTE CORP Stock Compensation Disclosure
Share-Based Compensation
We maintain various compensation plans for officers, other employees, and non-employee members of our Board of Directors. On June 2, 2022, our shareholders approved and ratified the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, and restricted stock awards. The 2022 Plan replaces and supersedes the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). No awards can be granted under the Prior Plan upon adoption of the 2022 Plan. Under the 2022 Plan, the Board of Directors is authorized to award up to (i) 2,800,000 ordinary shares plus (ii) any ordinary shares remaining available for future awards under the Prior Plan at the time of adoption (of which there were approximately 241,263) plus (iii) any ordinary shares with respect to awards and Prior Plan awards that are forfeited, canceled, expire unexercised, or are settled in cash following adoption of the 2022 Plan.
Share-based compensation expense related to RSUs and PSUs is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and was comprised in the relevant periods as follows (U.S. dollars in millions):
| Year ended | |||||||||||||||||
| Types of Awards | December 26, 2025 | December 27, 2024 | December 29, 2023 | ||||||||||||||
| RSUs/PSUs | $ | 10.0 | $ | 6.9 | $ | 9.9 | |||||||||||
Restricted Stock Units and Performance Stock Units
Under the 2022 Plan and Prior Plan, each RSU/PSU represents a contingent right to receive one of our ordinary shares. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of our Board of Directors. The actual number of shares the recipient receives is determined based on the results achieved versus performance goals. Those performance goals are based on exceeding a measure of our earnings. Depending on the results achieved, the actual number of shares that an award recipient receives at the end of the period may range from 0% to 100% of the award units granted, or as it relates to the 2025, 2024 and 2023 PSU awards granted to our Chairman and Chief Executive Officer, 0% to 125% of the award units granted. Provided such criteria are met, the PSUs will vest in three equal annual installments on each of the next three anniversary dates provided that the recipient remains employed with us.
Expense for RSUs is recognized on a straight line basis over the requisite service period for the entire award. RSUs vest annually in three equal installments over a three-year service period. RSUs granted to our Board of Directors generally vest after a one-year period.
The fair market value for RSUs and PSUs is based on the closing price of our stock on the grant date. We recognize expenses related to RSUs and PSUs based on the fair market value, as determined on the grant date, ratably over the vesting period, provided the performance condition, if any, is probable. Forfeitures are recognized as they occur.
RSUs and PSUs do not have the voting rights of ordinary shares, and the shares underlying the RSUs and PSUs are not considered issued and outstanding. However, shares underlying RSUs/PSUs are included in the calculation of diluted earnings per share to the extent the performance criteria are met, if any.
Each of our outstanding RSUs and PSUs are eligible to earn Dividend Equivalent Units (“DEUs”) equal to the cash dividend paid to ordinary shareholders. DEUs are subject to the same performance and/or service conditions as the underlying RSUs and PSUs and are forfeitable.
The following table summarizes RSU and PSU activity for the years ended December 26, 2025, December 27, 2024, and December 29, 2023:
| RSUs | PSUs | ||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Non-vested as of December 30, 2022 | 360,097 | 25.68 | 215,543 | 28.18 | |||||||||||||||||||
| Granted | 267,671 | 31.13 | 102,171 | 31.59 | |||||||||||||||||||
| Vested | (194,900) | 25.94 | (92,760) | 28.12 | |||||||||||||||||||
| Canceled | (24,409) | 27.35 | (13,302) | 28.45 | |||||||||||||||||||
| Non-vested as of December 29, 2023 | 408,459 | 29.01 | 211,652 | 30.00 | |||||||||||||||||||
| Granted | 52,783 | 24.73 | 316,457 | 24.51 | |||||||||||||||||||
| Vested | (234,824) | 27.88 | (76,333) | 28.15 | |||||||||||||||||||
| Canceled | (19,569) | 29.78 | (107,570) | 30.84 | |||||||||||||||||||
| Non-vested as of December 27, 2024 | 206,849 | 29.22 | 344,206 | 25.13 | |||||||||||||||||||
| Granted | 331,505 | 30.67 | 149,361 | 29.66 | |||||||||||||||||||
| Vested | (147,424) | 28.08 | (151,077) | 26.13 | |||||||||||||||||||
| Canceled | (17,916) | 30.75 | — | — | |||||||||||||||||||
| Non-vested as of December 26, 2025 | 373,014 | $ | 30.85 | 342,490 | $ | 26.67 | |||||||||||||||||
As of December 26, 2025, the total remaining unrecognized compensation cost related to non-vested RSUs/PSUs was $9.7 million, which will be amortized over the weighted-average remaining requisite service period of 1.6 years.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 19, 2019 | |
| 2017 | Feb 20, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.