PILGRIMS PRIDE CORPPPC
PILGRIMS PRIDE CORP Stock Compensation Disclosure
INCENTIVE COMPENSATION
The Company sponsors short-term incentive plans that provide the grant of either cash or stock-based bonus awards payable upon achievement of specified performance goals. As of December 28, 2025, the Company has accrued $87.2 million, $30.3 million, and $6.5 million related to cash bonus awards that are recognized in the U.S., Europe, and Mexico reportable segments, respectively.
The Company also sponsors a performance-based, omnibus long-term incentive plan that provides for the grant of a broad range of long-term equity-based and liability-based awards to the Company’s officers and other employees, members of the Board of Directors and any consultants (the “LTIP”). Awards that may be granted under the LTIP include “incentive stock options,” within the meaning of the IRC, nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock units (“RSUs”). Equity-based awards are converted into shares of the Company’s common stock shortly after award vesting. Compensation cost to be recognized for an equity-based awards grant is determined by multiplying the number of awards granted by the closing price of a share of the Company’s common stock on the award grant date. Liability-based awards granted under the LTIP are converted into cash shortly after award vesting. Compensation cost to be recognized for a liability-based awards grant is first determined by multiplying the number of awards granted by the closing price of a share of PPC’s common stock on the award grant date. However, the compensation cost to be recognized is adjusted at each subsequent milestone date (i.e., forfeiture date, vesting date or financial reporting date) by multiplying the number of awards granted by the closing price of a share of PPC’s common stock on the milestone date. On April 30, 2025, the Company’s stockholders approved the Amended and Restated Pilgrim’s Pride Corporation 2019 Long Term Incentive Plan (the “Amended 2019 LTIP”), which replaced the expiring Pilgrim’s Pride Corporation 2019 Long-Term Incentive Plan (the “2019 LTIP”). The Amended 2019 LTIP became effective as of April 30, 2025. As of December 28, 2025, we have in reserve about 1.2 million shares of common stock for future issuance under the Amended 2019 LTIP.
Compensation costs and the income tax benefit recognized for our stock-based compensation arrangements are included below:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Equity-based awards compensation cost | |||||||||||||||||
| Cost of sales | $ | 3,233 | $ | 2,439 | $ | 629 | |||||||||||
| Selling, general and administrative expense | 26,121 | 12,975 | 6,958 | ||||||||||||||
| Total cost | 29,354 | 15,414 | 7,587 | ||||||||||||||
| Income tax benefit | 7,206 | 3,730 | 1,836 | ||||||||||||||
| Net cost | $ | 22,148 | $ | 11,684 | $ | 5,751 | |||||||||||
| Liability-based awards compensation cost | |||||||||||||||||
Selling, general and administrative expense(a) | $ | 5,453 | $ | (1,953) | $ | 2,491 | |||||||||||
| Income tax benefit (expense) | 1,339 | (473) | 603 | ||||||||||||||
Net cost(a) | $ | 4,114 | $ | (1,480) | $ | 1,888 | |||||||||||
(a)During 2024, the liability-based awards in our Europe and Mexico segments for the 2023 performance year were determined to have not met the performance threshold for payout therefore the Company reversed the prior and current year recognized compensation costs related to these awards.
The Company’s RSU activity is included below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Number | Weighted Average Milestone Date Fair Value(a) | Number | Weighted Average Milestone Date Fair Value(a) | Number | Weighted Average Milestone Date Fair Value(a) | ||||||||||||||||||||||||||||||
| (In thousands, except weighted average fair values) | |||||||||||||||||||||||||||||||||||
| Equity-based RSUs | |||||||||||||||||||||||||||||||||||
| Outstanding at beginning of year | 1,572 | $ | 25.27 | 911 | $ | 22.40 | 993 | $ | 22.00 | ||||||||||||||||||||||||||
| Granted | 1,156 | 47.72 | 979 | 26.80 | 324 | 23.67 | |||||||||||||||||||||||||||||
| Vested | (425) | 26.76 | (187) | 21.76 | (378) | 22.25 | |||||||||||||||||||||||||||||
| Awards forfeited | (153) | 29.38 | (131) | 21.70 | (28) | 24.99 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 2,150 | $ | 36.75 | 1,572 | $ | 25.27 | 911 | $ | 22.40 | ||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Number | Weighted Average Milestone Date Fair Value(a) | Number | Weighted Average Milestone Date Fair Value(a) | Number | Weighted Average Milestone Date Fair Value(a) | ||||||||||||||||||||||||||||||
| (In thousands, except weighted average fair values) | |||||||||||||||||||||||||||||||||||
| Liability-based RSUs | |||||||||||||||||||||||||||||||||||
| Outstanding at beginning of year | 24 | $ | 45.92 | 242 | $ | 27.66 | 377 | $ | 23.80 | ||||||||||||||||||||||||||
| Granted | 245 | 52.65 | — | — | 158 | 24.21 | |||||||||||||||||||||||||||||
| Vested | (15) | 45.39 | — | — | (196) | 25.27 | |||||||||||||||||||||||||||||
| Forfeited | (9) | 45.92 | (218) | 34.32 | (97) | 22.81 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 245 | $ | 39.82 | 24 | $ | 45.92 | 242 | $ | 27.66 | ||||||||||||||||||||||||||
(a)The milestone date fair value is either the closing price of the Company’s common stock on the grant date for equity-based awards or the closing price of a share of the Company’s common stock on the respective milestone date for cash-based liability-based awards (i.e., grant date, vesting date, forfeiture date or financial reporting date).
The total fair values of equity-based awards and liability-based awards vested during 2025 were $11.4 million and $0.7 million, respectively. The total fair values of equity-based awards vested during 2024 were $7.1 million. No liability-based awards vested during 2024.
As of December 28, 2025, the total unrecognized compensation cost related to all nonvested equity-based awards was $38.1 million. This cost is expected to be recognized over a weighted average period of 2.13 years. As of December 28, 2025, the total unrecognized compensation cost related to all nonvested liability-based awards was $4.1 million. This cost is expected to be recognized over a weighted average period of 2.11 years.
Historically, we have issued new shares, as opposed to treasury shares, to satisfy equity-based award conversions.
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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.