Hormel Foods : 2024 Proxy Statement

HORMEL FOODS CORPORATION

AUSTIN, MINNESOTA

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The Annual Meeting of Stockholders of Hormel Foods Corporation, a Delaware corporation, will be held on Tuesday, January 28, 2025, at 6:00 p.m. Central Standard Time in a virtual-only meeting format via live webcast at www.virtualshareholdermeeting.com/HRL2025.

The items of business are:

1. Election of the 10 director nominees named in the Proxy Statement, for a term expiring at the next annual meeting;
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 26, 2025;
3. Approval, on an advisory basis, of the compensation of our named executive officers;
4. If properly presented, a stockholder proposal; and
5. Such other matters as may properly come before the meeting or any postponement or adjournment thereof.

The Board of Directors has fixed November 29, 2024, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

By Order of the Board of Directors

BRIAN D. JOHNSON

Vice President and

Corporate Secretary

December 18, 2024

Important Notice Regarding the Internet Availability of Proxy Materials for

the Stockholder Meeting to be Held on January 28, 2025

The Proxy Statement and Annual Report to Stockholders

are available at www.proxyvote.com

TABLE OF CONTENTS

GENERAL INFORMATION	1
ITEM 1 - ELECTION OF DIRECTORS	3
DIRECTOR NOMINEES	3
CORPORATE GOVERNANCE	8
Corporate Governance Guidelines	8
Board Leadership Structure	8
Board Independence	9
Board of Director Meetings	10
Board Committees	10
Board Role in Risk Oversight	11
Policy Regarding Attendance at Annual Meetings	12
Code of Ethical Business Conduct	12
Stock Ownership Guidelines	12
Insider Trading Policy, including Stock Pledging and
Hedging Policies	13
Board Communication	13
COMPENSATION OF DIRECTORS	13
AUDIT COMMITTEE REPORT AND INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES..	16
Audit Committee Report	16

Independent Registered Public Accounting Firm Fees. 16 Audit Committee Preapproval Policies and Procedures17

ITEM 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS	17
SECURITY OWNERSHIP OF MANAGEMENT	18
Delinquent Section 16(a) Reports	19
EXECUTIVE COMPENSATION	19
COMPENSATION COMMITTEE REPORT	19
COMPENSATION DISCUSSION AND ANALYSIS ...	19
2024 Business Highlights	20
Compensation Outcomes	20
Our Fiscal 2024 Executive Compensation Program	21
Compensation Objectives	21
Principal Components of Pay	21
Base Salary	22
Incentive Plans	22
Operators' Share Incentive Plan	22
Annual Incentive Plan	23
Long Term Incentives	25
Cash-Based Long Term Incentive Plan	26
Equity-Based Incentives	28
Other Fiscal 2024 Compensation Programs	29
Pension Plans	29
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Supplemental Executive Retirement Plan	30
Qualified 401(k) Retirement Plan	30
Nonqualified Deferred Compensation Plan	30
Joint Earnings Profit Sharing Trust	31
Survivor Income Protection Plan	31
Perquisites	31
Designing the 2024 Compensation Program	32
Additional Information on Executive Compensation
Practices	33
Stock Ownership Guidelines	33
Compensation Recovery Policies	34
Tax Deductibility	34
Use of Adjustments in Incentive Compensation Plans . 35
Equity Grant Timing	35
Mitigating Risk in Our Executive Compensation
Program	35
COMPENSATION OF NAMED EXECUTIVE
OFFICERS (NEOs)	36
SUMMARY COMPENSATION TABLE	36
GRANTS OF PLAN-BASED AWARDS FOR FISCAL
2024	38
OUTSTANDING EQUITY AWARDS AT FISCAL
2024 YEAR END	39
VESTING SCHEDULE FOR UNEXERCISABLE
OPTIONS	40
VESTING SCHEDULE FOR RSUs	41
OPTION EXERCISES AND STOCK VESTED FOR
FISCAL 2024	41
PENSION BENEFITS	41
NONQUALIFIED DEFERRED COMPENSATION...	42
POTENTIAL PAYMENTS UPON TERMINATION
OR CHANGE-IN-CONTROL	42
CEO PAY RATIO DISCLOSURE	46
PAY VERSUS PERFORMANCE DISCLOSURE	46
RELATED PARTY TRANSACTIONS	50
ITEM 3 - ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER (NEO) COMPENSATION	50
ITEM 4 - STOCKHOLDER PROPOSAL: PUBLISHING
TARGETS FOR SIGNIFICANTLY INCREASING
GROUP SOW HOUSING IN THE SUPPLY CHAIN ....	50
VIEWING AND DELIVERY OF PROXY MATERIALS
STOCKHOLDER..........................................................................................PROPOSALS FOR 2026 ANNUAL	53
MEETING OF STOCKHOLDERS	53
OTHER MATTERS	53

PROXY STATEMENT

HORMEL FOODS CORPORATION

1 HORMEL PLACE

AUSTIN, MINNESOTA 55912

GENERAL INFORMATION

The enclosed proxy is solicited by the Board of Directors of Hormel Foods Corporation for use at the Annual Meeting of Stockholders to be held on January 28, 2025. We are first mailing this proxy statement and form of proxy, or a Notice of Internet Availability of Proxy Materials, to stockholders on or about December 18, 2024. To provide the opportunity for broad participation by our stockholders, and to continue to keep costs low, the Annual Meeting will be held in a virtual-only meeting format.

Voting Securities. Stockholders of record at the close of business on November 29, 2024, are entitled to vote at the meeting. We had 549,012,922 shares of common stock outstanding as of that date. Each share of common stock is entitled to one vote. There is no cumulative voting. We have no other class of shares outstanding.

Quorum. A majority of the outstanding shares, present in person or by proxy, will constitute a quorum at the meeting. Shares represented by abstentions, as well as "broker nonvotes," are counted for purposes of determining the presence of a quorum. If a stockholder holds shares in "street name" and does not provide voting instructions to the holder of the account regarding non-discretionary matters, the shares are considered "broker nonvotes." "Street name" means the shares are held in a stock brokerage account or by a bank, trust or other institution.

Voting Your Proxy. Whether or not you plan to attend the meeting, your vote is important, and we encourage you to grant a proxy to vote your shares. Follow the instructions on your proxy card or electronic delivery notice to cast your vote via the internet or telephone. If you received a proxy card, you may vote your shares by completing the card with your vote, signature and date, and returning it by mail in the envelope provided. If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors' recommendations, as set forth below.

Revoking Your Proxy and Changing Your Vote. You may revoke your proxy or change your vote at any time before it is exercised by submitting a later-dated proxy, voting at the meeting or sending a written notice of revocation to the Corporate Secretary.

Solicitation Expenses. Hormel Foods will pay the expenses of soliciting proxies. We may solicit proxies personally, or by mail, telephone or electronic communication, and proxies may be solicited by our directors, officers and other employees. Such persons will not receive additional compensation. We will reimburse banks, brokerage firms and other nominees for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners. Your cooperation in promptly granting a proxy to vote your shares will help to avoid additional expense.

Voting Items Summary. The following table summarizes the proposals that are expected to be presented for a vote at the meeting, the vote required to approve each item, how votes will be counted and how the Board recommends you vote. The persons appointed as proxies will vote in their discretion on other matters as may properly come before the meeting.

1

Is Broker

Discretionary

Vote Required to

Board

Voting

Impact of

Approve

Recommendation

Allowed?(1)

Abstention

Item 1: Elect 10 director

Majority of the votes

FOR

No

None

nominees

cast(2)(3)

Item 2: Ratify the

Majority of votes

appointment of Ernst &

Young LLP as independent

present in person or

Counts as a vote

registered public

by proxy and

FOR

Yes

AGAINST

accounting firm for the

entitled to vote on

fiscal year ending October

this item

26, 2025

Item 3: Advisory vote to

approve Named Executive

Majority of the votes

FOR

No

None

Officer compensation as

cast(2)

disclosed in this proxy

statement

Item 4: Stockholder

Majority of votes

proposal: Publishing

present in person or

Counts as a vote

targets for significantly

by proxy and

AGAINST

No

increasing group sow

AGAINST

entitled to vote on

housing in our supply

this item

chain

1. Shares represented by broker nonvotes are not considered entitled to vote and thus are not counted for purposes of determining whether the proposals, other than Item 2, have been approved. For Item 2, a broker nonvote will have the effect of a vote "AGAINST" the proposal because the associated shares will be included in the denominator of the approval percentage calculation. Rules of the New York Stock Exchange, or NYSE, determine whether uninstructed brokers have discretionary voting power on a particular proposal.
2. A majority of the votes cast means that there are more "FOR" votes cast than "AGAINST" votes.
3. An incumbent director who is not re-elected under this standard must promptly offer to resign. The Board's Governance Committee will make a recommendation on the offer and the Board must accept or reject the offer within 90 days and publicly disclose its decision and rationale. In the event of a contested election, directors will be elected by a plurality of the votes cast.

Meeting Admission. If you are a registered stockholder or beneficial owner of our common stock at the close of business on November 29, 2024, you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/HRL2025. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or on the voting instructions that accompany your proxy materials to participate in the Annual Meeting and vote your shares electronically. If your shares are held in the name of a bank, broker or other holder of record, the voting instructions provided by your bank, broker or other holder of record should include your 16-digit control number.

You may log into www.virtualshareholdermeeting.com/HRL2025 beginning at 5:45 p.m. Central Standard Time on January 28, 2025. The Annual Meeting will begin promptly at 6:00 p.m. Central Standard Time. If you experience any technical difficulties during the meeting, a toll-free number will be available on our virtual meeting site for assistance.

In the event of technical difficulties with the Annual Meeting, we expect that a notice will be made available on www.virtualshareholdermeeting.com/HRL2025. If it is necessary to adjourn the Annual Meeting due to technical difficulties, the notice will provide updated information regarding the date, time and location of the Annual

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Meeting, and the updated information will also be posted on our Investor Relations website at https://investor.hormelfoods.com/ir-home/default.aspx.

To ensure the ability for our stockholders to participate in the meeting, the question-and answer session will include questions submitted by stockholders in advance of the Annual Meeting and questions submitted live during the meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/HRL2025.

A recorded version of the meeting will be available on www.virtualshareholdermeeting.com/HRL2025 approximately 24 hours after the meeting and will remain available for approximately one year following the conclusion of the meeting.

Conduct of the Meeting. The Chairman will preside over the Annual Meeting pursuant to our Bylaws, applicable law and by action of the Board of Directors. The Chairman has broad authority to ensure the orderly conduct of the meeting. This includes discretion to recognize stockholders who wish to comment and to determine the extent of discussion on each item of business. Rules governing the conduct of the meeting will be available to attendees at www.virtualshareholdermeeting.com/HRL2025.

ITEM 1 - ELECTION OF DIRECTORS

Currently, our Board consists of 11 directors whose terms expire at the Annual Meeting. In light of recent changes in her professional responsibilities, Ms. Prama Bhatt is not standing for re-election when her term on the Board expires at the conclusion of the meeting. The Board thanks Ms. Bhatt for her service to Hormel Foods.

Based on the recommendation of the Board's Governance Committee, the Board has nominated 10 current directors, as named in this Proxy Statement, for election at the Annual Meeting. The following biographies detail the age and principal occupations during at least the past five years for each director nominee; the year the nominee was first appointed to the Board; and the public company directorships they hold.

If elected, each of the directors will hold office until the next annual meeting, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected. If any of such nominees become unavailable for any reason, it is intended that the proxies will vote for the election of such substitute persons as may be designated by the Board of Directors.

The Board of Directors recommends a vote FOR each of the 10 director nominees listed below.

DIRECTOR NOMINEES

GARY C. BHOJWANI, age 56, director since 2014.

Mr. Bhojwani is Chief Executive Officer of CNO Financial Group, Inc. (NYSE: CNO), a provider of health and life insurance and retirement solutions, a position he has held since January 2018. He was President of CNO Financial Group, Inc. from April 2016 to December 2017. Mr. Bhojwani was Chairman of Allianz Life Insurance Company of North America, a provider of retirement solutions, and a member of the Board of Management of Allianz SE

from 2012 to 2015 and Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2011. He was President of Commercial Business, Fireman's Fund Insurance Company from 2004 to 2007, Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002, and President, Trade Insurance Services from 1995 to 1997. Mr. Bhojwani is a member of the Board of Directors of CNO Financial Group, Inc. Mr. Bhojwani brings extensive expertise in risk management, finance and consumer product marketing to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE.

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STEPHEN M. LACY, age 70, director since 2011.

Mr. Lacy retired from Meredith Corporation, a media and marketing company, in November 2020. He served Meredith Corporation as Chairman of the Board from March 2019 to November 2020, Executive Chairman of the Board from February 2018 to March 2019, Chairman of the Board and Chief Executive Officer starting in 2016, Chairman of the Board, President and Chief Executive Officer starting in 2010, President and Chief Executive Officer starting in 2006, President and Chief Operating Officer starting in 2004, President, Publishing

Group, and President, Interactive and Integrated Marketing Group, starting in 2000, and Chief Financial Officer starting in 1998. Mr. Lacy is a member of the Board of Directors of First Interstate BancSystem, Inc. (NASDAQ: FIBK) and SuckerPunch Gourmet, LLC. He was a member of the Board of Directors of Meredith Corporation from 2004 to 2020. Mr. Lacy brings extensive expertise in finance, corporate development and consumer product marketing to the Board, as well as experience as the Chief Executive Officer of a company whose stock was traded on the NYSE.

ELSA A. MURANO, Ph.D., age 65, director since 2006.

Dr. Murano has served Texas A&M University as Director of the Norman Borlaug Institute for International Agriculture, Texas A&M AgriLife, since 2014, President Emerita since 2009, and Professor, Department of Animal Science since 2001. She was Interim Associate Vice Chancellor for Academic Strategic Initiatives, Texas A&M AgriLife from August 2021 to June 2022, Interim Director of the Norman Borlaug Institute for International Agriculture from 2012 to 2014, President of Texas A&M University from 2008 to 2009, and Vice

Chancellor and Dean of Agriculture, Director of the Texas Agricultural Experiment Station from 2005 to 2007. Dr. Murano was Undersecretary for Food Safety, U.S. Department of Agriculture from 2001 to 2004. She is a member of the Board of Trustees of CIMMYT (Centro Internacional de Mejoramiento de Maiz y Trigo, or International Maize and Wheat Improvement Center). Dr. Murano brings preeminent food safety expertise and significant experience in agri-business and regulatory affairs to the Board.

WILLIAM A. NEWLANDS, age 66, director since 2018.

Mr. Newlands is President and Chief Executive Officer of Constellation Brands, Inc. (NYSE: STZ), a beverage alcohol company, a position he has held since March 2019. He served Constellation Brands, Inc. as President and Chief Operating Officer from February 2018 to February 2019, Executive Vice President and Chief Operating Officer from January 2017 to February 2018, Executive Vice President and President, Wine & Spirits Division from January

2016 to January 2017, and Executive Vice President and Chief Growth Officer from January 2015 to January 2016. Mr. Newlands was Senior Vice President and President, North America of Beam Inc., a beverage alcohol company, from 2011 to 2014 and Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc. from 2010 to 2011, and Senior Vice President and President, USA of Beam Global Spirits & Wine, Inc. from 2008 to 2010. Mr. Newlands is a member of the Board of Directors of Constellation Brands, Inc. He was a member of the Board of Directors of Canopy Growth Corporation (NASDAQ: CGC) from 2018 to 2021. Mr. Newlands brings extensive expertise in innovation, consumer product marketing, corporate development and international business to the Board, as well as ongoing experience as the active Chief Executive Officer of a publicly held company whose stock is traded on the NYSE.

CHRISTOPHER J. POLICINSKI, age 66, director since 2012.

Mr. Policinski is Chief Executive Officer of CJP Leadership Partners, LLC, a consulting company, a position he has held since February 2021. He was Chief Executive Officer of VitaKey, Inc., a food ingredient company, from August 2020 to February 2021. Mr. Policinski retired from Land O'Lakes, Inc., a member-owned cooperative which produces and markets dairy-based food products and agricultural supplies, in June 2018. He served Land O'Lakes,

Inc. as President and Chief Executive Officer from 2005 to 2018, as Chief Operating Officer of the Dairy Foods business unit from 1999 to 2005, and Vice President of Strategy and Business Development from 1997 to 1999. His prior experience includes various management positions at Kraft General Foods Corporation, a food company, Bristol-Myers Squibb Co., a biopharmaceutical and consumer goods company, and Pillsbury Company, a food company. Mr. Policinski is a member of the Board of Directors of Xcel Energy, Inc.

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(NASDAQ: XEL) and Isidro Investments. Mr. Policinski brings extensive expertise in agri-business, consumer product marketing and corporate development to the Board, as well as experience as the Chief Executive Officer of a large Minnesota-based company operating globally in the food industry.

DEBBRA L. SCHONEMAN, age 56, director since 2024.

Ms. Schoneman is President of Piper Sandler Companies (NYSE: PIPR), an investment bank and financial services company, a position she has held since 2018. She served Piper Sandler Companies as Chief Financial Officer from 2008 to 2017, as Treasurer from 2006 to 2008, and in various finance roles from 1990 to 2006. Ms. Schoneman is a member of the Board of Directors of Allina Health, Minneapolis, Minnesota, and the Board of Trustees of the

University of St. Thomas, St. Paul, Minnesota. She was a member of the Board of Directors of Piper Sandler Companies, Minneapolis, Minnesota from 2018 to 2021. Ms. Schoneman brings extensive expertise in finance and related functions and corporate development to the Board, as well as ongoing experience as the active President of a Minnesota-based publicly held company whose stock is traded on the NYSE.

SALLY J. SMITH, age 66, director since 2014.

Ms. Smith retired from Buffalo Wild Wings, Inc., a restaurant company, in February 2018. She served Buffalo Wild Wings, Inc. as President and Chief Executive Officer from 1996 to February 2018 and as Chief Financial Officer from 1994 to 1996. Ms. Smith was Controller from 1984 to 1987 and Chief Financial Officer from 1987 to 1994 of Dahlberg, Inc., a manufacturer of hearing aids. She began her career with KPMG LLP, an international

accounting and consulting firm. Ms. Smith is a member of the Board of Directors of Digi International Inc. (NASDAQ: DGII), The Marvin Companies, and the National Restaurant Association. Ms. Smith was a member of the Board of Directors of Buffalo Wild Wings Inc. from 1996 to 2017 and Alerus Financial Corporation (NASDAQ: ALRS) from 2007 to 2022. Ms. Smith brings extensive expertise in finance, corporate development and the foodservice industry to the Board, as well as experience as the Chief Executive Officer of a Minnesota- based company whose stock was traded on the NASDAQ.

JAMES P. SNEE, age 57, director since 2015.

Mr. Snee is Chairman of the Board, President and Chief Executive Officer of the Company (NYSE: HRL), serving in that capacity since November 2017. He was President and Chief Executive Officer from October 2016 to November 2017, President and Chief Operating Officer from October 2015 to October 2016, Group Vice President and President, Hormel Foods International Corporation from 2012 to 2015, Vice President and Senior Vice President,

Hormel Foods International Corporation from 2011 to 2012, and Vice President, Affiliated Business Units from 2008 to 2011. Mr. Snee is a member of the Board of Directors of Republic Services, Inc. (NYSE: RSG), the Consumer Brands Association, the North American Meat Institute and The Hormel Foundation. In addition to his executive leadership experience, Mr. Snee brings broad sales, marketing, supply chain and international business expertise to the Board, as well as in-depth knowledge of the Company and food industry developed during his 35-year career with the Company.

STEVEN A. WHITE, age 64, director since 2014.

Mr. White retired from Comcast Corporation (NASDAQ: CMCSA), an entertainment and communications company, in December 2024, after serving as President, Special Counsel to CEO Comcast Cable since December 2020. He also served Comcast as President, Comcast West Division from 2009 to December 2020, as Regional Senior Vice President, Comcast California from 2007 to 2009, and as Regional Senior Vice President, Comcast Mid-South

Region from 2002 to 2007. Mr. White was Regional Vice President of AT&T Broadband, LLC from 2000 to 2002 and Regional Vice President of Telecommunications, Inc. from 1997 to 2000. His prior experience includes various marketing positions with Colgate-Palmolive Company from 1991 to 1997. Mr. White is a member of the Board of Directors of W.W. Grainger, Inc. (NYSE: GWW). Mr. White brings significant expertise in digital commerce and consumer product marketing to the Board, as well as experience as the President of a large business.

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MICHAEL P. ZECHMEISTER, age 58, director since 2023.

Mr. Zechmeister retired from C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW), a global logistics company, in August 2024, after serving as Chief Financial Officer since September 2019. He was Chief Financial Officer of United Natural Foods, Inc., a distributor of grocery and non-food products in North America, from September 2015 to August 2019. Mr.

Zechmeister was with General Mills, Inc., a global manufacturer and marketer of branded consumer foods, from 1990 to 2015, where he served in various finance executive roles,

including as its Vice President, Finance, U.S. Retail Sales from 2007 to 2010, its Vice President and Treasurer from 2010 to 2012 and as Vice President, Finance, Yoplait USA from 2012 to 2015. Mr. Zechmeister is a member of the Board of Advisors of Carlson School of Management, University of Minnesota, Minneapolis, Minnesota. Mr. Zechmeister brings extensive expertise in finance and related functions to the Board, as well as significant knowledge of corporate development, logistics and the food industry.

No family relationship exists between any of the director nominees or executive officers of the Company.

Identifying and Evaluating Nominees for Director. The Governance Committee is responsible for establishing procedures to identify and review the qualifications of nominees for Board membership. The Committee considers recommendations of director candidates made by directors, senior management, and our stockholders. The Committee applies the same criteria for consideration of stockholder nominees as it does to nominees proposed by other sources. The Committee may engage an independent search firm to assist the Committee in identifying and evaluating potential director nominees to fill vacancies on the Board. Ms. Schoneman, who joined the Board during fiscal 2024, was introduced to the Committee by a non-management director.

Stockholders wishing to make a recommendation may do so by contacting the Governance Committee, c/o Corporate Secretary, 1 Hormel Place, Austin, Minnesota 55912. Stockholders should send:

1. Name of the candidate and the candidate's business and residence address;
2. A resume or biographical sketch of the candidate, which includes the candidate's principal occupation or employment;
3. A document(s) evidencing the number of shares of Company stock currently held by the candidate and the candidate's willingness to serve as a director if elected; and
4. A signed statement as to the submitting stockholder's current status as a stockholder, which includes the stockholder's address and the number of shares of Company stock currently held.

The Committee's procedures for assessing potential nominees include first determining the Board's and Company's needs at the time of the recommendation. The Board then assesses proposed nominees based upon the resume and biographical information provided, the individual's willingness to serve, and the proposed nominee's business experience and leadership skills. This information is evaluated against the criteria set forth below. If a proposed nominee is deemed potentially suited to meet the Board's and Company's needs, they may be invited to participate in a series of interviews, which are used to further evaluate candidates. On the basis of information learned during this process, the Committee determines which nominees to recommend to the Board.

Director Qualifications. In evaluating director candidates, the Committee will consider the Board's and Company's needs at the time nominees are considered and, among other qualifications the Committee deems appropriate, a candidate's:

• Intellect;
• Integrity;
• Broad-basedexperience at the policy-making level in business, government, education or the public interest;
• Analytical ability;
• Absence of potential conflicts and ability to qualify as an independent director;
• Ability and willingness to devote time and energy to effectively carry out all Board responsibilities; and
• Unique qualifications, skills and experience.

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The Committee reviews past performance on the Board for directors seeking reelection. The Board's annual self-evaluation process assists the Committee in this review.

The Committee seeks to enhance the overall diversity of the Board. The Committee considers each candidate's diversity in terms of race/ethnicity, gender and other personal characteristics as well as their contribution to the diversity of the Board in a broader sense, including age, education, experience, skills and other qualifications.

While the Committee carefully considers diversity when evaluating director candidates, it has not adopted a formal diversity policy. The Committee believes its processes and considerations have resulted in a Board that currently is, and has historically been, diverse in many respects, including racial/ethnic and gender diversity.

The Committee recommends director nominees to the Board to submit, if approved by the Board, for election at the next Annual Meeting of Stockholders. The Board selects director nominees based on its assessment and consideration of various factors. These factors include the current Board profile, the long-term interests of stockholders, the needs of the Company, and the goal of creating an appropriate balance of knowledge, experience and diversity on the Board.

Our Nominees for Director. Each of our director nominees is well qualified under the criteria described above. As an employee of the Company, Mr. Snee does not qualify as an independent director, but all other director nominees are independent. The diversity of our director nominees in terms of race/ethnicity, gender, age and tenure on our Board is demonstrated in the following graphs:

Tenure on Board

Age

0-5 years - 20%

6-10 years - 50%

11-15 years - 30%

Under 60 - 40% 60-65 - 20%

Over 65 - 40%

Gender Diversity

Racial/Ethnic Diversity

Female - 30% Male - 70%

Diverse - 30% Non-diverse - 70%

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that include the following:

• At all times a substantial majority of the Board will be independent, as that term is defined in relevant law and the NYSE listing standards;
• Directors must submit a letter of resignation from the Board upon (1) any significant change in principal employment or professional occupation, (2) any departure from the board of directors of any other public company, or (3) any conduct by the director or any change in circumstances that creates a potential or actual conflict of interest with the Company. The Board may accept or reject a letter of resignation;
• It is the Board's general policy that no person may stand for election to the Board after reaching age 72;
• It is the Board's general policy that Board members shall not serve on more than three (3) other company boards;
• The Board and Board committees will conduct annual self-evaluations;
• Directors participate in an annual strategic planning retreat, which provides directors a detailed overview of the Company's strategic business plans and an opportunity to access senior management of the Company;
• All independent directors will typically meet in executive session at the end of every regular Board meeting but in all circumstances at least quarterly;
• The Compensation Committee will evaluate the CEO's performance annually. This evaluation is based in part on a self-evaluation by the CEO and takes into account the CEO's performance measured against established goals. After the process has been completed, the Compensation Committee will set the CEO's compensation and obtain the Board's ratification of such compensation;
• Directors will have full access to officers and employees of the Company; and
• The Board and each committee have the power to hire independent legal, financial or other advisers, without consulting or obtaining the approval of any officer of the Company.

Our Corporate Governance Guidelines may be found on our Web site at www.hormelfoods.com under "Investors - Governance - Governance Documents."

Board Leadership Structure

The Board takes a flexible approach to the issue of whether the offices of Chairman and CEO should be separate or combined. This approach allows the Board to regularly evaluate whether it is in the best interests of Hormel Foods for the CEO or another director to hold the position of Chairman.

Mr. Snee currently serves as both Chairman and CEO of the Company. The Board believes there are important advantages to Mr. Snee serving in both roles at this time. Mr. Snee is the director most familiar with the Company's business and industry and best situated to propose the Board's agendas and lead Board discussions on important matters. Mr. Snee provides a strong link between management and the Board, which promotes clear communication and enhances strategic planning and implementation of corporate strategies. Another advantage is the clarity of leadership provided by one person representing the Company to employees, stockholders and other stakeholders.

When the Chairman is not an independent director, the Board will appoint an independent "Lead Director." The Governance Committee recommends an independent director for election as Lead Director and periodically reviews the Lead Director's tenure.

Mr. Newlands has been the Lead Director since January 2023. The duties of the Lead Director include the following:

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