UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant

Check the appropriate box:

FRESH DEL MONTE PRODUCE INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

				A LETTER FROM OUR CHAIRMAN AND CEO

March 19, 202023, 2021

Dear Shareholder:Shareholder,

On behalf of the board of directors and management, it is my pleasure to invite you to attend the 20202021 Annual General Meeting of Shareholders of Fresh Del Monte Produce Inc. toThe meeting will be held on Tuesday, April 28, 2020, at 11:30 a.m., Eastern Time, at Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134.exclusively online via a live internet webcast due to the public health impact of the COVID-19 pandemic, and to protect the health and wellness of our shareholders, directors, employees, and guests. There will be no physical meeting, so you will not be able to attend in person. The accompanying notice and proxy statement set forth the details regarding admission and the business to be conducted at the annual general meeting.

Fresh Del Monte Produce is looking to the future with an eye towards being an agricultural innovator offering value added products direct to consumers, as a technology driven producer and supplier to our customers, and as a sustainability-minded company that recognizes our role in improving the entire global community we serve. As we are all aware, 2020 was a challenging year. However, I am pleased to reportshare that in 2019, we benefited from our 2018 initiatives to realign certain production units, as well as early returns on our 2019 strategic shift to focus on becoming a value-added and more diversified company. The emphasis on strengthening our core businesses led to higher gross margins and increased profitability. Looking toward 2020, I am optimistic aboutdespite the future forCOVID-19 pandemic, Fresh Del Monte Produce. We areProduce was able to make great strides on our five-year transformational journey and became a different company today than we were a year ago. We have embarked on a 5-year plan to transform Fresh Del Monte Produce. The key elementsleaner, more agile and efficient company. Some of our transformation involve:the company’s strongest recent achievements include:

While this transformation is a multi-year strategic plan, and there is still a lot

I look forward to continuing to make progress on our strategic priorities, and updating you regarding the actions we take, and our path forward.

On behalf of your board of directors, management and our employees, I thank you for your continued support and interest in Fresh Del Monte Produce Inc.

Sincerely,

Mohammad Abu-Ghazaleh

Chairman and Chief Executive Officer

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

DATE AND TIME:

Tuesday, April 28, 2020May 4, 2021 at 11:30 a.m., Eastern Time

PLACE:

Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134*Due to the public health impact of the COVID-19 pandemic, the annual general meeting will be held exclusively online at www.meetingcenter.io/235586395 through a live internet webcast. There will be no physical meeting this year. You can find instructions on how to access the annual general meeting in the section of this proxy statement called “Access Instructions.”

ITEMS OF BUSINESS:

Transact other business properly presented at the annual general meeting or any postponement or adjournment thereof.

RECORD DATE:

The board of directors has fixed March 2, 202010, 2021 as the record date for the annual general meeting. This means that only shareholders as of the close of business on that date are entitled to receive notice of and to vote at the annual general meeting.

ADMISSION TO THE ANNUAL GENERAL MEETING:

Either an admission ticket or proof of ownership of ordinary shares, as well as a form of personal photo identification, must be presented in order to be admitted to the annual general meeting.

Marlene M. Gordon

Senior Vice President, General Counsel, Chief Compliance Administrative

Officer & Communications OfficerGeneral Counsel

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access

our proxy statement and annual report on or about March 19, 2020.23, 2021.

Our proxy statement and annual report are available online at www.envisionreports.com/FDP

Table of Contents

		20202021 Proxy Statement		– Table of Contents    |    i

PROXY SUMMARY

This proxy summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about March 19, 2020.23, 2021. You should read the entire proxy statement carefully before voting. For more information regarding our 20192020 performance, please review our annual report on Form 10-K for the 2020 fiscal year ended December 27, 2019.year.

20202021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

VISION AND GOALS

During 2019, we adopted our new 5-year vision. Our goalvision is to inspire heathy lifestyles through wholesome and convenient products. During 2020 we continued to execute against our 5-year strategic plan implemented in 2019. Our long-term strategy is founded on six strategic goals:

2021 Proxy Statement – Proxy Summary    Protect and grow the core business1

2020 FINANCIAL HIGHLIGHTS

While our 2020 results were negatively impacted by the COVID-19 pandemic and weather, we benefited from actions taken as part of our $100 million asset sale optimization program, as well as making progress on our five-year strategic initiatives to become a value-added and more diversified company. The emphasis on selling non-strategic, underutilized assets, and strengthening our core businesses led to improved cash flow and reduced debt. These efforts along with our versatile, vertically-integrated platform helped us mitigate the effects of disruptions, including weather and the COVID-19 pandemic.

Dollars in millions, except per share amounts

2021 Proxy Statement – Proxy Summary    2		2020 Proxy Statement		Proxy Summary    |    1

2019 FINANCIAL HIGHLIGHTS

Our strategy to increase focus on value-added products remained on track in 2019 resulting in improvements in our gross profit, operating income and net income as compared with the prior year. Highlights include:

(1) Free Cash Flow is calculated as Net Cash Provided by Operating Activities less Net Cash Used in Investing Activities.

OVERVIEW OF OUR DIRECTORS AND DIRECTOR NOMINEES

2    |2021 Proxy Statement – Proxy Summary3		2020 Proxy Statement

GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS

Our corporate governance practices and executive compensation standards include:

2021 Proxy Statement – Proxy Summary    4		2020 Proxy Statement		Proxy Summary    |    3

FRESH DEL MONTE PRODUCE INC.

c/o Del Monte Fresh Produce Company

241 Sevilla Avenue

Coral Gables, Florida 33134

PROXY STATEMENT

Youare receiving this proxy statement because you own ordinary shares of Fresh Del Monte Produce Inc., or Ordinary Shares, that entitle you to vote at the 20202021 Annual General Meeting of Shareholders, which we also refer to as the Annual Meeting. Our board of directors, or Board, is soliciting proxies from shareholders who wish to vote at the Annual Meeting. By use of a proxy, you can vote even if you do not attend the Annual Meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision. The terms “Company,” “we,” “our” and “us” used in this proxy statement refer to Fresh Del Monte Produce Inc. and its subsidiaries unless the context otherwise requires.

ATTENDING THE ANNUAL MEETING

The Annual Meeting will be held exclusively online via a live internet webcast due to the public health impact of the COVID-19 pandemic and to protect the health and wellness of our shareholders, directors, employees, and guests. There will be no physical meeting, so you will not be able to attend in person. We have designed the format of the meeting to provide shareholders with the same rights and opportunities to participate as they would have at an in-person meeting. As discussed below, shareholders of record may vote their Ordinary Shares at the Annual Meeting. Beneficial owners of Ordinary Shares held in street name must obtain a legal proxy from the organization that holds their Ordinary Shares in order to attend the Annual Meeting and vote their Ordinary Shares at the Annual Meeting.

Even if you plan to attend the virtual-only Annual Meeting, we urge you to vote your Ordinary Shares by proxy before the Annual Meeting by following the instructions in the section below called “Questions And Answers About Our Annual Meeting – How do I vote?”

DATE, TIME AND PLACE OF THE ANNUAL MEETING

The Annual Meeting will begin promptly at 11:30 a.m., Eastern Time on Tuesday, May 4, 2021. You may log in to the virtual meeting site using the instructions below beginning at 11:15 a.m., Eastern Time. We encourage you to log in before the start time so that you will have enough time to complete the check-in process to attend the Annual Meeting. We will holdhave support available beginning at 11:15 a.m., Eastern Time to assist shareholders once they have accessed the webcast with technical difficulties seeing or hearing the virtual meeting.

ACCESS INSTRUCTIONS

If you held your Ordinary Shares as of the record date as a shareholder of record (meaning you held your shares in your own name as reflected on the records of our transfer agent, Computershare), then you or your proxyholder may attend the virtual-only Annual Meeting, participate, vote, ask questions, and examine a list of the shareholders of record entitled to vote at the Annual Meeting by accessing www.meetingcenter.io/235586395 and entering the 15-digit control number on Tuesday, April 28, 2020 atyour proxy card and entering FDP2021 as the meeting password.

If you held your Ordinary Shares as of the record date in “street name” through an intermediary, like a broker or a bank, you must register in advance to attend the virtual-only Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the record holder of your Ordinary Shares and submit proof of your legal proxy reflecting the number of Ordinary Shares you held on the record date, as well as your name and email address, to Computershare. Please forward the email you receive from your broker or bank, or send an image of your legal proxy, to legalproxy@computershare.com. You may also send it to Computershare by mail at:

Computershare

Fresh Del Monte Produce Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

You must label your request to register as “Legal Proxy.” Your request must be received no later than 11:30 a.m. Eastern Time on May 4, 2021. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetingcenter.io/235586395 and enter your control number and the meeting password, FDP2021.

2021 Proxy Statement – Questions and Answers    5

If you have misplaced your control number, you may access the meeting as a guest by going to www.meetingcenter.io/235586395 and entering the meeting password, FDP2021, but you will not be able to vote during the Annual Meeting or ask questions.

ASKING QUESTIONS AT THE ANNUAL MEETING

Shareholders of record and beneficial owners who have logged in to the Annual Meeting with a control number as described above may submit questions any time before or during the Annual Meeting by clicking on the message icon in the upper right-hand corner of the broadcast screen. After the business portion of the Annual Meeting concludes, we will answer questions that have been submitted that are pertinent to the items being brought before the shareholder vote at Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida, 33134.the Annual Meeting, as time permits and in accordance with our Rules of Conduct for the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a paper copy of the proxy materials?

Pursuant to the rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide shareholders access to our proxy materials over the Internet. We believe that the e-proxy process will expedite our shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” on or about March 19, 202023, 2021 to our shareholders at the close of business on March 2, 2020.10, 2021. The Notice contains instructions on how to access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions included in the Notice for requesting such materials at no charge.

What am I voting on?

At the Annual Meeting, you will be asked to vote on the following proposals. Our Board recommendation for each of these proposals is set forth below.

We also will consider other business that properly comes before the meeting in accordance with the laws of the Cayman Islands and our Memorandum and Articles of Association. However, the Board is not aware of any other matters to be presented for action at the Annual Meeting.

Who can vote?

Holders of our Ordinary Shares at the close of business on March 2, 2020,10, 2021, are entitled to vote their Ordinary Shares at the Annual Meeting. As of March 2, 2020,10, 2021, there were 47,968,46147,404,107 Ordinary Shares issued, outstanding and entitled to vote. Each Ordinary Share issued and outstanding is entitled to one vote.

2021 Proxy Statement – Questions and Answers    6

What constitutes a quorum, and why is a quorum required?

We are required to have a quorum of shareholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy (which includes attending the annual general meeting via the internet webcast), of the holders of a majority of the 47,968,46147,404,107 issued and outstanding Ordinary Shares on

4    |    Questions and Answers		2020 Proxy Statement

What if I am a beneficial owner and I do not give the nominee voting instructions?

If you are a beneficial owner and your shares are held in “street name,” the broker is bound by the rules of the NYSE regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. A broker non-vote occurs when a broker returns a proxy but does not vote on a particular proposal because the broker does not have discretionary authority to vote on the proposal and has not received specific voting instructions for the proposal from the beneficial owner of the shares. Broker non-votes are considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast.

The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and, if not, the impact of such broker non-vote on the approval of the proposal.

4. Approval of Second Amended and Restated Memorandum and Articles of Association		2020 Proxy Statement Yes		Questions and Answers    |    5 Not Applicable

If you wish to voteheld your Ordinary Shares that are held byas of the record date in “street name” through an intermediary, like a broker or other nominee ata bank, you must register in advance to attend the meeting,virtual-only Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the record holder of your broker or other nomineeOrdinary Shares and bring thatsubmit proof of your legal proxy toreflecting the meeting.number of Ordinary Shares you held on the record date, as described above under “Access Instructions.”

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus, or COVID-19, and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.

If I plan to attend the Annual Meeting, should I still vote by proxy?

Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the meeting,Annual Meeting, you do not need to vote again at the meetingAnnual Meeting unless you want to change your vote. Written ballots will be available atYou may attend and vote on-line during the virtual-only Annual Meeting by accessing the Annual Meeting for shareholders of record.as described above and clicking on the “Cast Your Vote” link before the polls close.

Where can I find voting results of the Annual Meeting?

We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed within four business days after the Annual Meeting.

Who should I call with other questions?

If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our annual report, please contact: Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134, Attention: Investor Relations, Telephone: (305) 520-8433.

6    |2021 Proxy Statement – Questions and Answers9		2020 Proxy Statement

PROPOSAL 1—ELECTION OF DIRECTORS

PROPOSAL SUMMARY

What Are You Voting On?

We are asking our shareholders to elect the following 4 director nominee listed belownominees to serve on the Board for a three-year term.Board. Information about the Board and theeach director nominee is included in this section.

Class II Director Nominee		Class III Director Nominees
Two-Year Term Ending 2023		Three-Year Term Ending 2024
Lori Tauber Marcus		Mohammad Abu-Ghazaleh
		Ahmad Abu-Ghazaleh
		Kristen Colber-Baker

Voting Recommendation

The Board recommends that you vote “FOR” theeach director nominee listed below.above. After consideration of the individual qualifications, skills and experience of theeach of our director nominee,nominees, the Board believes thisthese four director nomineenominees would contribute to a well-balanced and effective Board.

The Board, upon recommendation fromEach of the Governance Committee, has nominated one director for election at the Annual Meeting. The directorClass III directors elected at the Annual Meeting will hold office until the annual general meeting of shareholders to be held in 20232024 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Michael J. BerthelotMohammad Abu-Ghazaleh and Ahmad Abu-Ghazaleh currently servesserve as a memberClass III members of the Board.Board of Directors and Kristen Colber-Baker has been nominated to replace John Dalton who will be retiring at the 2021 annual general meeting of shareholders. Lori Tauber Marcus has been nominated to fill the vacancy existing in Class II. If elected, she will hold office until the annual general meeting of shareholders to be held in 2023 or until her successor has been elected and qualified, or until her earlier death, resignation, removal or disqualification.

Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nomineenominees presented below. If, at the time of the meeting, one or more of the director nomineenominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director nomineenominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed.

 

		The Board recommends that you vote “FOR” the nominee for director

		20202021 Proxy Statement		– Election of Directors    |    710

ELECTION OF DIRECTORS

Introduction

Our ArticlesMemorandum of Association provide that our Board must consist of between three and nine directors. Our Board currently consists of seven directors and is divided into three classes. We believe that the classified board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year-to-year which provides stability in organization and experience. As a result of the three classes, at each annual general meeting, directors are elected for a three-year term. Class terms expire on a rolling basis, so that one class of directors is elected each year.

Our current directors and classifications are as follows:

The terms of the twothree current Class IIIII directors expire at the Annual Meeting. Ms. ChampionMr. Dalton has advised us that shehe does not wish to stand for re-election. The Governance Committee has recommended that Michael J. BerthelotMohammad Abu-Ghazaleh and Ahmad Abu-Ghazaleh be nominated for re-election and Kristen Colber-Bakerbe elected to replace Mr. Dalton for a three-year term expiring at the 2024 Annual General Meeting of Shareholders. In addition, the Governance Committee has recommended that Lori Tauber Marcus be nominated to fill a vacancy as a Class II director for the remainder of the three-year term expiring at the 2023 Annual General Meeting of Shareholders. Mr. Berthelot has

Each of Mohammad Abu-Ghazaleh, Ahmad Abu-Ghazaleh,Kristin Colber-Baker and Lori Tauber Marcus have consented to serve if elected. The Nominating Committee is currently conducting a search for a newIf any director to replace Ms. Champion and the Board expects to appoint a nominee who meets the NYSE rules for independence at the annual meeting. If Mr. Berthelot is unable or unwilling to serve at the time of the election, the persons named in the form of proxy may vote for another person, or persons, in their discretion. A director nominee who fails to receive a majority of the votes cast will be required to submit his or her resignation as a director. The Board will then consider all the facts and circumstances relative to the continued service of such director before accepting or declining such resignation.

We believe that each of our directors and director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our directorsdirector nominees were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner.

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ELECTION OF DIRECTORS

Director Skills, Experience, and Background

The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board and that align with our strategic vision and business and operations. The following is a summary and description of some of these skills, experience, and background that our currentcontinuing directors and director nominees bring to the Board. The directors’ biographies note each director’s relevant skills, experience and qualifications relative to this list.

		20202021 Proxy Statement		– Election of Directors    |    912

ELECTION OF DIRECTORS

Director/Director Nominee Biographies

Each director’s and director nominee’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

Director Up for ElectionNominees

Class II DirectorIII Directors

Term ExpiresTo Expire at the 20232024 Annual General Meeting

10: 1996        |    Election of DirectorsAge		2020 Proxy Statement

ELECTION OF DIRECTORS

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ELECTION OF DIRECTORS

Class II Director Nominee

Term To Expire at the 2023 Annual General Meeting

		20202021 Proxy Statement		– Election of Directors    |    1315

ELECTION OF DIRECTORS

Class I Continuing Directors

Term To Expire at the 2022 Annual General Meeting

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ELECTION OF DIRECTORS

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ELECTION OF DIRECTORS

Class II Continuing Director

Term To Expire at the 2023 Annual General Meeting

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our business and affairs are managed with oversight from our Board. Our Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders. Our Board has adopted Corporate Governance Guidelines that provide the framework for the governance of our Company. These guidelines are available on our Web site atwww.freshdelmonte.com under the “Investor Relations” tab.

Highlights of our Corporate Governance Guidelines are described below:

Board Leadership Structure

Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and CEO and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for our Company. Our CEO, Mohammad Abu-Ghazaleh, is also the Chairman of our Board. The Board currently believes that our Company and our shareholders are best served by having Mr. Abu-Ghazaleh hold both of these positions, given that he has the primary responsibility for managing our day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our businesses. Our Board also believes that the CEO serving as Chairman of the Board further promotes information flow between management and the Board and enhances the quality of the Board’s overall decision-making process.

Lead Independent Director

In order to facilitate and strengthen the Board’s independent oversight of our Company’s performance and strategy and to uphold effective governance standards, the Board has established the role of a lead independent director. Mr. Berthelot currently serves as our lead independent director. The lead independent director:

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CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines provide that the Board must have a majority of directors who are independent as required by NYSE Listing Standards. Each year, the Board undertakes a review of director independence, which includes a review of each director’s or nominee’s responses to questionnaires asking about any relationships with us. This review is designed to identify and evaluate any transactions or relationships between a director or nominee or any member of his or her immediate family and us, or members of our senior management or other members of our Board, and all relevant facts and circumstances regarding any such transactions or relationships. Consistent with these considerations, our Board has affirmatively determined that the directors and nomineedirector nominees listed below are independent.

Meetings of the Board

The Board held 56 meetings during 2019.2020. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of the Board during the period in which he or she was a director and (2) the total number of meetings of all Committees on which he or she served during the period in which he or she was a director. It is the policy of the Board to encourage its members to attend our annual general meeting of shareholders. All members of the Board in 20192020 were present at our 20192020 Annual General Meeting of Shareholders.

All of our non-employee directors meet in executive session (without management present) prior toin connection with each scheduled Board meeting. Mr. Berthelot currently serves as the presiding director over all executive sessions of the non-employee directors. In addition, our independent directors meet separately, without the participation of directors who do not qualify as independent directors.

Board Committees

The Board has the following three standing Committees: Audit, Compensation and Governance. The Board has adopted a written charter for each of these Committees. Committee charters are available on our Web site atwww.freshdelmonte.com under the “Investor Relations” tab. Each Committee conducts at least an annual review of and revises its respective charter, if necessary. The following table shows the current directors and the members of each of the Board’s Committees and the number of Committee meetings held during the 2020 fiscal year 2019.year.

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CORPORATE GOVERNANCE

Audit Committee

Financial Expertise.The Board determined that each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. In addition, the Board has determined that Mary Ann Cloyd and Michael J. Berthelot each qualifies as an “audit committee financial expert” as defined by SEC rules.

Compensation Committee

Role of Independent Compensation Consultant. The Compensation Committee has the sole authority to retain compensation consultants or advisors to assist it in fulfilling its responsibilities, including evaluating and determining executive and director compensation, and in fulfilling its other responsibilities. In 2019,2020, the Compensation Committee engaged Willis Towers Watson as its independent compensation consultant. Willis Towers Watson’s work with the Committee included analyses, advice, guidance and recommendations on executive and director compensation levels versus peers, market trends and incentive plan designs. In addition, in 2019,2020, Willis Towers Watson conducted a review of our current peer group to ensure that it continues to serve as an appropriate benchmark for executive and director compensation levels and practices for 2020.2021. Willis Towers Watson also reviewed our long-term incentive practices and provided updates on executive compensation trends and developments. Willis Towers Watson will continue to work with the Committee to provide it with analyses, advice, guidance and recommendations on executive and director compensation versus peers, market trends and incentive plan designs. Willis Towers Watson was engaged exclusively by the Compensation Committee on executive and director compensation matters and does not have any other consulting arrangements with the Company. The Committee took into consideration the

		2020 Proxy Statement		Corporate Governance    |    17

CORPORATE GOVERNANCE

Compensation Committee Interlocks and Insider Participation. During the 2020 fiscal year, 2019, Michael J. Berthelot, Madeleine L. Champion and John H. Dalton and Charles Beard, Jr. served as Compensation Committee members. None of these individuals was, during 2019,2020, an officer or employee of our Company, or was formerly an officer of our Company. There were no transactions in 20192020 between us and any directors who served as Compensation Committee members for any part of 20192020 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions. During 2019,2020, none of our executive officers served as a director of another entity, one of whose executive officers served on the Compensation Committee, and none of our executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board.

Governance Committee

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CORPORATE GOVERNANCE

The Nomination Process

In considering theeach director nominee for the Annual Meeting, the Board and the Governance Committee evaluate such person’s background, qualifications, attributes and skills to serve as a director. The Board and the Governance Committee also evaluate each of the director’s contributions to the Board and role in the operation of the Board as a whole.

Consideration of Director NomineesNominees. . The Governance Committee considers possible candidates for nominees for directors from many sources, including management and shareholders. The Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as director nominees and other candidates recommended to the Governance Committee, in accordance with the following criteria:

While the Board does not have a formal diversity policy, as a matter of practice, the Board considers diversity in the context of the Board as a whole and takes into account, among other factors, considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work.

In connection with the selection of any new director nominee, the Governance Committee will assess the skills and experience of the Board, as a whole, and of each of the individual directors. The Governance Committee will then seek to identify those qualifications and experience sought in any new candidate in light of the criteria described above that will maintain a balance of knowledge, experience and skills on the Board and produce an effective Board. The Governance Committee has the authority to engage the services of executive search firms to assist the Governance Committee and the Board in identifying and evaluating potential director candidates. Following the identification of director candidates, such individuals will be interviewed by the Chairman and CEO, the President and COO and a majority of the Governance Committee members. The Governance Committee will consider the results of the interviews and will decide whether to recommend, and the Board will decide whether to approve, the candidate’s appointment as a director.

While the Board does not have a formal diversity policy, as a matter of practice, the Board considers diversity in the context of the Board as a whole and takes into account, among other factors, considerations relating to ethnicity, gender, cultural diversity and the range of perspectives that the directors bring to their work.

Shareholder Nominations of Director Candidates. Our Governance Committee has adopted policies addressing the procedures by which shareholders may recommend director nominees. A shareholder desiring the Governance Committee to consider any person for nomination for election to the Board must deliver a written submission to the Governance Committee in care of the Secretary, Fresh Del Monte Produce Inc., c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134. Such submission must include (i) the candidate’s name and contact information; (ii) a detailed resume of the candidate and a statement explaining the qualifications of the candidate that, in the view of the candidate and/or the shareholder, would make such person a suitable director and a description of the candidate’s reasons for seeking election as a director, which description must include any plans or proposals that such person or the shareholder may have that relate to, or would result in any of the actions described in Item 4 of Schedule 13D (or any successor provision) under the Exchange Act; (iii) a statement of whether the candidate meets applicable law and listing requirements pertaining to director independence; (iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and other material relationships, between or among the candidate, the shareholder (and/or any beneficial owner on whose behalf the recommendation is made) and its affiliates and associates, or others acting in concert therewith, on the one hand, and the candidate and his or her respective affiliates and associates, or others acting in concert therewith; (v) any information relating to the candidate, the shareholder and their respective affiliates or associates that would be required to be disclosed in a proxy solicitation for the election of directors of the Company pursuant to Regulation 14A under the Exchange Act or otherwise be required to be provided pursuant to our Memorandum and Articles of Association; and (vi) the written consent of the candidate to serve as a director, if elected.

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understanding of the independence, or lack thereof, of such nominee. In addition to the foregoing, any nomination by a shareholder of any person for election to the Board must comply with the advance notice requirements of our Memorandum and Articles of Association (Articles 36(b) and 56).Association. For more information regarding the advance notice requirements, see “Shareholder Proposals and Director Nominations for 20212022 Annual General Meeting” in this proxy statement.

Board’s Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, which it fulfills directly and through its Committees, depending on the nature of the risks. Oversight is supported by management reports, reports by our independent auditors and advisors, all of which are intended to help the Board or the relevant Committees identify and manage key risks and exposures. The Board and its Committees also have regular executive sessions with the head of internal audit, as well as with the independent accountants and, where appropriate, other advisors, without any other management present. In addition, the Governance Committee reviews with senior management our major risk exposures, as well as our risk management practices and our guidelines, policies and processes for risk assessment and risk management. The Board satisfies its oversight responsibility through full reports by each Committee chair regarding the Committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. The allocation of risk oversight among the Board and its Committees is summarized below.

BOARD OF DIRECTORS

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CORPORATE GOVERNANCE

Compensation Risks

In early 2020, as part of our risk management process, we conducted an annual comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of executive and non-executive employee compensation. Based on a review and analysis of our incentive plans, policies and programs, we believe that these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. In evaluating our compensation components, we took into consideration the following risk-limiting characteristics:

Sustainability Initiativesand Social Responsibility at Fresh Del Monte Produce

Our Governance Committee overseesAs one of the world’s leading produce companies, we recognize that it is our responsibility to provide safe and wholesome food to our consumers, while also protecting and ensuring the well-being of our planet. This is why we embed sustainability program.into how we do business, including how we grow, transport, package and deliver our products and in how we interact with our communities.

As a vertically integrated consumer foods company, we also recognize our unique ability to impact many parts of the value chain. We know the agricultural industry is a significant contributor of greenhouse gas emissions, and simultaneously we see the impacts of climate change on the ground, as we work to adapt our practices to shifting climate patterns, and increasingly extreme weather events. As a company, we are working to tackle the challenge of climate change in agriculture head on, and leading our industry towards transparency, accountability and transformative action on reducing greenhouse gas emissions.

From the devastating health and economic impacts of COVID-19, to the crucial need for an inclusive and equitable society to the urgency of addressing climate change, we believe it is critical to step up to the challenges our world is currently facing.

Key Sustainability has beenand Social Responsibility Progress in 2020:

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CORPORATE GOVERNANCE

Governance of Sustainability at Fresh Del Monte

The Governance Committee of the Board is responsible for all oversight of sustainability related issues at Fresh Del Monte. The Governance Committee reviews with the Company’s senior management on major risk exposures (whether financial, operating, regulatory or otherwise) and the steps that management has taken to monitor and control such exposures, as well as the risk management practices and the guidelines, policies and processes for risk assessment and risk management. The Chief Sustainability Officer (who also serves as the SVP of Agricultural Services and Research and Development) reports key issues to the Governance Committee with support of the Sustainability Steering Committee.

The Chief Sustainability Officer is the key position in charge of both assessing and managing sustainability related risks and opportunities and directing our regional team’s response. The CSO works directly with the Sustainability Steering Committee – a cross-departmental group of company leaders that build the company’s sustainability objectives in each area of impact. Members include the Chief Administrative Officer & General Counsel, Chief Human Resources Officer, Chief Financial Officer, Vice President of Investor Relations, Senior Director of Corporate Communications and Global Sustainability Program Lead.

The CSO and Sustainability Steering Committee then work with Sustainability Leaders in each of our operating facilities to enact critical sustainability programs, including climate mitigation and adaptation activities. Each facility globally has a team member responsible for managing sustainability related programs and activities. In our larger agricultural operations, we have a formal position dedicated to sustainability and environmental management. Our operations work with key stakeholders in their operating regions and are able to respond and react to the unique context of sustainability where they are located.

We recognize that each community we do business in has unique needs, challenges, and cultures. As such, we work with each community individually through local organizations and governments to help develop initiatives that address some of their biggest challenges. Globally, we launch and support a variety of projects each year, from providing clean water, to funding schools, to planting trees.

By 2025, our goal is to support 300 local sustainability programs that create measurable and lasting change. These programs include, but are not limited to, providing women with reproductive health information and services, coordinating and distributing fresh produce donations to those in need and building schools, funding scholarships, and providing school supplies to tens of thousands of students across the globe.

To do this, we maintain a Community Outreach Program through our Fresh Team Employee Engagement Program. The purpose of the Community Outreach Program is to advance our CSR initiatives by developing, supporting, inspiring and celebrating CSR programs and activities to assist local community needs. We work to empower our employees to get involved in their local communities to make a positive and lasting impact.

COVID-19 brought a wealth of new challenges across the globe. We partnered with our communities to help them tackle these newfound issues. In the Philippines, Kenya and Chile, we partnered with local officials and organizations to assist with sanitation sustainable citiesefforts. In 2020, we donated more than 15 million pounds of produce that helped feed North American families. We also donated more than two million pounds to families in Central America. In the UK, we donated 80,000 bags of fresh produce to essential workers. And, in Guatemala, we made financial donations to help support the development of a field hospitals. We are dedicated to helping our consumers, communities and communities, life on land, affordable and clean energy and climate action.customers persevere through these tough times.

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CORPORATE GOVERNANCE

Sustainability Strategy

Our sustainability strategy is deeply rooted in our culture at Fresh Del Monte Produce and we are all committed to conduct our business in a way that creates, promotes and ensuresworking towards A Better World Tomorrow. for generations to come. We work toward fulfilling our sustainability strategy by:

PROVIDING HEALTHY CHOICES
PROVIDING HEALTHY CHOICES GROWING WITH OUR COMMUNITIES		GROWING WITHPROTECTING OUR COMMUNITIES PLANET		PROTECTINGLIVING OUR PLANET VALUES
		LIVING OUR VALUES
Encourage healthy lifestyles by providing fresh and wholesome food to our consumers.		Ensure the well-being of our communities and foster growth within each of them.		Protect and promote the health of our planet, its wildlife and its natural resources.		Provide wholesome, safe and fresh products by supporting our team members and integrating our values into everything we do.

Key Sustainability Commitments and Progress

In our 2018/2019 Sustainability Report we set new goals and standards for ourselves for the next 5 years. In 2020, we made great strides to achieving these goals. We released an update report to our 2018/2019 CSR outlining our progress. Key takeaways:

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CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE

We have received various recognitions worldwide for our sustainability efforts, including:

We are focused on further reducing

2019 – Certified Carbon Neutral by SCS Global Services at our emissions footprint, achieving carbon neutrality across more of our operations and partnering with other organizations to multiply our impact. Some key takeaways from the report include:

We have exceeded our 10-year target for reduction of energy consumption per-ton of product by 20%pineapple operation in Costa Rica (PINDECO division).

 

Since 2013,2020 – Received PR Daily’s Best Green and Environmental Stewardship award for our banana operationsefforts in conserving vibrant forest habitats in Costa Rica (BANDECO division) have been certified as carbon neutral.Rica.

 

We have certified 100%2020 – Received honors from the government of Guatemala for our processing facilitiesunwavering support to the Guatemalan people in the middle of the COVID-19 and distribution centers under internationally recognized food safety standards ahead ofETA/IOTA crisis.

•

2020 – Received 4 awards for our efforts to support our communities in California with food donations: (in 2020 we donated over 6.4 million pounds of fresh produce with our Port Hueneme operation to those in need). Awards include: Port Hueneme Oxnard Harbor District: Presidential COVID-19 Emergency Frontline Responder Award, San Fernando LGBT Community Center: Certificate of Appreciation, Food Bank of Santa Barbara County: 2020 Hunger Relief Champion and Oxnard Chamber of Commerce: Chair’s Awards of Excellence.

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CORPORATE GOVERNANCE

Alongpartnership with the above achievements, our 2019 CSR report outlines, our considerable progressWorld Benchmarking Alliance (WBA), the Universal Access Project of the UN Foundation (UNF), and five other global companies in traceability, packaging, pesticide use, infrastructure development, wellness programming, wastewater treatmentadvancing the health and other topics geared toward curbing the effectswell-being of climate change.more than 500,000 women workers.

CORPORATE GOVERNANCE

Related Person Transactions

Our Board has adopted the Company’s Aircraft Travel Policy to clarify and document the procedures and safety requirements with respect to the authorization to use private or charter aircraft in which Mohammad Abu-Ghazaleh, our Chairman and CEO, has an interest for business travel by Mohammad Abu-Ghazaleh and such other persons as he may designate. In 2019,2020, we incurred approximately $2.2$1,275,827 million of air charter expenses with respect to an aircraft that is indirectly owned by Mohammad Abu-Ghazaleh and is managed by Arab Wings, an aircraft management company in which Mohammad Abu-Ghazaleh has an ownership interest. Mohammad Abu-Ghazaleh is Chairman of Arab Wings, Ahmad Abu-Ghazaleh is Vice Chairman and CEO of Arab Wings, and Amir Abu-Ghazaleh serves as one of its directors. The Audit Committee reviewed and evaluated all such expenses on a quarterly basis during 2019,2020 and determined that the rates charged for these services were comparable to market rates charged to unrelated companies for use of a similar aircraft. Del Monte Food Company Jordan LLC is owned 50% by Del Monte UAE, a wholly owned indirect subsidiary of the Company, and 50% by Mohammad Abu-Ghazaleh. During 2019,2020, Mohammad Abu-Ghazaleh’sson-in-law, an employee of a subsidiary of the Company, received compensation of $227,480$239,074.75 and participated in the general welfare benefit plans available to employees of such subsidiary.

Related Person Transactions Policy

Our Board has adopted a written policy for the review and approval of related person transactions. The policy operates in conjunction with other aspects of our Company’s compliance program, such as our Code of Conduct and Business Ethics Policy, which requires directors and employees to report any circumstances that may create or appear to create a conflict between the interests of the related person and those of our Company, regardless of the amount involved. Our directors and executive officers must also periodically confirm information about related person transactions, and management reviews its books and records and makes other inquiries as appropriate to confirm the existence, scope and terms of related person transactions.

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Director CompensationDIRECTOR COMPENSATION

General.General. The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following types and levels of compensation:

Annual Equity Grant.Grant. Each year, non-employee directors receive an equity grant. Up until 2019, annual equity grants consisted solely of restricted shares with an approximate value of $125,000. The aggregate grant date value is calculatedAs disclosed in accordance with Financial Accounting Standards Boards, or FASB, ASC Topic 718. In July 2019, the Compensation Committee considered and recommended approval by the Board to changelast year’s proxy, in 2020 we changed the form of directors’ equity awardsgrants from restricted shares to restricted stockshare units from shares and to make the awards on the date of the annual general meeting of shareholders with such awards vesting 25% atshareholders. Given that 2020 was the end of each three month period following the grant date, with 50% of total award beingtransition year, a prorated restricted from sale until six months after the director leaves the Board. A transitionshare unit award was madeissued on January 1, 2020 to cover the period from that date to the Annual Meeting.

On January 2, 2019, This award was equivalent to 1,229 restricted share units for each non-employee director (an approximate value of $42,300, calculated in accordance with Financial Accounting Standards Board, or FASB, ASC Topic 718). Later, on April 28, 2020, each non-employee director received an annual grant of 3,558 restricted share units with an approximate value of $125,000. These restricted share units vest 12.5% at the end of each three-month period following the grant date. In addition, the holding period requirement of six-months post retirement was eliminated. However, upon vesting of the Board was granted 4,413 restrictedawards, directors are required to hold the shares 50% of which vested onuntil the grant dateshare ownership guidelines are met under our share ownership and 50% of which will vest six months after the director leaves the Board.retention policy. See “Share Ownership Policy” below.

Retainer and Fees Paid in Cash. The annual retainer for non-employee directors is $90,000. Directors serving as members of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to additional annual retainers of $15,000, $7,500 and $5,000, respectively. The lead independent director is entitled to an additional retainer of $35,000, and the Chairs of the Audit Committee, the Compensation Committee and the Governance Committee are entitled to an additional retainer of $25,000, $15,000 and $12,500,$15,000, respectively. Non-employee directors are also reimbursed for incidental expenses associated with each Board and/or Committee meeting. Directors who are employees do not receive any additional compensation for their services as a director.

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DIRECTOR COMPENSATION

The following table sets forth the aggregate number of restricted shares (i.e., shares subject to the retention requirement) outstanding at December 27, 201931, 2020 for each of our non-employee directors who served in 2019.2020.

Share Ownership Policy. We have a share ownership and retention policy that applies to non-employee directors. Under theIn 2020, we reviewed and amended this policy to provide that non-employee directors are expected, within five years of the director’s appointment, to acquire and hold Ordinary Shares having a value equal to four times the annual cash retainer for non-employee directors. The current annual board retainer is $90,000, and, as a result, the new ownership target is Ordinary Shares having a value of $360,000. Valuation of the Ordinary Shares owned will be based on the grant date value of the Ordinary Shares. Under the prior policy, directors were required to acquire and hold 5,000 Ordinary Shares. Each of our non-employee directors is in compliance with this policy or is proceeding reasonably towards timely compliance. In addition to these general share ownership requirements, as part of the non-employee directors’ compensation program which began in 2010, directors areShares and were required to hold 50% of their annual award of restricted stockshares until six months after they leaveleft the Board. The holding period requirement of six-months post retirement was eliminated, while the five-year time frame for meeting the share ownership requirement remains unchanged. Each of our non-employee directors is in compliance with the new guidelines and recent board members are proceeding reasonably towards timely meeting the new guidelines. We believe that this ownership policy further aligns director and shareholder interests and thereby promotes the objective of increasing shareholder value.

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PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL SUMMARY

What Are You Voting On?

We are asking our shareholders to ratify the appointment of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the 2021 fiscal 2020, which ends January 1, 2021.year. The Audit Committee and the Board areis submitting the selected firm to our shareholders as a matter of good corporate governance.

Voting Recommendation

The Board recommends that you vote “FOR” the ratification of the appointment of EY as the Company’s independent registered public accounting firm for the 2021 fiscal 2020.year.

The Audit Committee has selected EY to serve as the Company’s independent registered public accounting firm for the 2021 fiscal 2020.year. The Audit Committee values shareholder views on the Company’s independent registered public accounting firm and believes it is appropriate to seek shareholder ratification of this selection.

The shares represented by your properly executed proxy will be voted “FOR” this proposal, which would be your vote to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm, unless you specify otherwise.

 

		The Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young

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RATIFICATION OF AUDITORS

Selection of our Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive evaluation of the independent registered public accounting firm’s qualifications, performance and independence.

The Audit Committee has selected EY to continue to serve as our independent registered public accounting firm for the 20202021 fiscal year. EY has served as our independent registered public accounting firm since 1997. In accordance with SEC rules and EY policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.

The Audit Committee believes that the continued retention of EY as our independent registered public accounting firm is in the best interest of our Company and our shareholders, and we are asking our shareholders to ratify the selection of EY as our independent registered public accounting firm for 2020.the 2021 fiscal year.

Benefits of EY’s tenure as our independent registered public accounting firm include:

We are submitting the selection of EY to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event our shareholders do not ratify the appointment, the appointment may be reconsidered by the Audit Committee. Ratification of the appointment of EY to serve as our independent registered public accounting firm for the 20202021 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of EY for the 20202021 fiscal year.

We expect representatives of EY to be present at the meeting. The representatives will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

Fees Paid to EY

The following table presents all fees billed or expected to be billed for professional audit services rendered by EY for the audit of our annual consolidated financial statements for our 20192020 and 20182019 fiscal years, and fees billed or expected to be billed for other services rendered to us by EY:

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RATIFICATION OF AUDITORS

Policy on Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services

The Audit Committee has established a policy for the pre-approval of all audit and permitted non-audit services proposed to be provided to us by EY. Under the policy, the Audit Committee pre-approves all services obtained from our independent registered public accounting firm by category of service, including a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on auditor independence. If it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the policy delegates pre-approval authority to the Audit Committee chair to pre-approve services up to $50,000, and the Audit Committee may also delegate authority to one or more of its members to pre-approve services. The Audit Committee member to whom such authority is delegated must report, for informational purposes, any pre-approval decisions to the Audit Committee at its next scheduled meeting. All services rendered by EY to our Company are permissible under applicable laws and regulations. All audit and permitted non-audit services provided by EY during the 2020 fiscal year 2019 were pre-approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy in effect during 2019.2020.

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process and internal control structure on behalf of the Board.board of directors. Management has the primary responsibility for the financial statements and the reporting process, including the internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements of the Company, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and their judgments as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committeecommittee discussed with the independent auditors such matters as are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with the independent auditors that firm’s independence, and also considered the compatibility of non-audit services with maintaining the independent auditors’ independence.

The Audit Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Boardboard of directors (and the Boardboard of directors approved) that the audited financial statements be included in the Annual Report on Form 10-K for the 2020 fiscal year ended December 27, 2019 for filing with the SEC.

The Audit Committee:Committee:

Mary Ann Cloyd, Chair

Michael J. Berthelot

John H. Dalton

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report above and the Compensation Committee Report below shall not be incorporated by reference into this proxy statement.

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EXECUTIVE OFFICERS

Set forth below is certain information relating to our current executive officers as of March 19, 2020.1, 2021. Biographical information with respect to Mohammad Abu-Ghazaleh is set forth above under “Proposal 1—Election of Directors.”

Youssef Zakharia has served as our President and Chief Operating Officer since November 2016. He served as our Executive Vice President in August 2016 and as our Vice President, Europe and Africa from January 2016 to August 2016. From 2006 through December 2015, he served as Vice President for our Middle East and North Africa, (MENA) region. Prior to that time, he served as our Vice President, Human Resources for Europe, Africa and Middle East region from 2005 to 2006. From 2000 to 2005, Mr. Zakharia was the Director of Operations for the Europe, Africa and Middle East region.

Eduardo Bezerra has served as Senior Vice President and Chief Financial Officer since March 2019. Prior to that time, he served as the Global Finance Integration Lead at Monsanto Company, a leading global provider of agricultural products, from January 2017 until February 2019, where he was responsible for, among other things, the financial integration associated with Monsanto Company’s acquisition by Bayer AG. In addition, Mr. Bezerra previously served at Monsanto Company as International Business Chief Financial Officer and Head of Global Finance Shared Services from September 2014 until December 2016 and as Brazil Chief Financial Officer from 2009 until August 2014. Mr. Bezerra also served in multiple financial, commercial and strategic roles internationally during his tenure of over 20 years with Monsanto Company, including in Brazil, Argentina, Central America and the United States.

Marlene M. Gordon has servedserves as Senior Vice President, Chief Administrative Officer and General Counsel. Ms. Gordon joined us in June 2018 as Senior Vice President and General Counsel Corporate Secretary &and was promoted to Chief ComplianceAdministrative Officer since June 2018. In January 2019,in September 2020. Ms. Gordon oversees the Global Legal, Ethics & Compliance, Human Resources and Corporate Communications functions and also assumedserves as Secretary for the roleBoard of Chief Communications Officer. Prior to that time, sheDirectors. Before joining the Company, Ms. Gordon served as Vice President & General Counsel for Bacardi North America Corporation, a large privately held, family-owned spirits company, from July 2013 to June 2018 where she oversaw and managed legal advice and support for the businesses in the North American region, and as Vice President, Deputy General Counsel for Bacardi U.S.A., Inc. from 2012 to July 2013. She also served as the Global Chair for Bacardi’s Women-In-Leadership Program, an initiative founded with the mission of unleashing the potential of current and future female leaders at Bacardi to drive sustainable top and bottom line business growth. Prior to that, Ms. Gordon spent 14 years at Burger King Corporation with increasing U.S. and global roles of responsibility, including her last roles as Vice President & Assistant General Counsel, Chief Legal Crisis Officer and Chair of the company’s Women’s Leadership Forum. Prior to Burger King Corporation, Ms. Gordon held legal positions with Republic Industries, Inc., Blockbuster Entertainment Group and a leading Florida law firm. Ms. Gordon earner her B.A. in Economics with honors from the University of Chicago and her JD from Northwestern University Law School.

Martha JeifetzAnnunciata Cerioli has served as our Senior Vice President, Human Resources since February 2019. Prior to that time,North America. Ms. Jeifetz servedCerioli joined us in November 2018 as ourSenior Vice President, Human Resources from March 2018North America Operations and was promoted to February 2019. PriorSenior Vice President of North America in May 2020. Ms. Cerioli leads the Company’s North American region in the development and execution of regional sales, operations and product management strategies, and programs to that time,deliver long-term and sustainable business growth for the region. Ms. Cerioli has over 25 years of experience in operations and supply chain with companies like Kellogg, and Borden, including functional depth in manufacturing, logistics, quality assurance, and safety. Immediately prior to joining the Company, she served as Talent, Learning & Organization DirectorSenior Vice President, Chief Supply Chain Officer for the Americas for Mars Incorporated, a global manufacturer of confectionery, pet food, and other food products and a provider of animal care services, from January 2006 to March 2018. During her time at Mars, she held the Latin America Talent Director role fromLibbey Glass Inc. From November 2014 through April 2012 to December 2015 and before that, she was the Regional Human Resources Director for the Caribbean and Central America Region from October 2007 to March 2012.2017.

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