PAY VERSUS PERFORMANCE DISCLOSURE

As required by the pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between “compensation actually paid” to our NEOs and certain of our financial performance metrics for each of the past four fiscal years. For a discussion of our compensation program and how our Compensation Committee seeks to align pay with performance, please refer to the Compensation Discussion and Analysis starting on page 19.

Pay Versus Performance Table

The following table sets forth additional compensation information for our CEO and our remaining NEOs (“Other NEOs”) in addition to our TSR, the TSR of our peer group, our net income, and our EBIT performance results for fiscal 2021, 2022, 2023, and 2024.

					Year-end value of $100 invested⁽³⁾ on 10/25/2020 in:
Year	Summary Comp. Table Total for CEO ($)⁽¹⁾	Comp. Actually Paid to CEO ($)^(1) (2)	Average Summary Comp. Table Total for Non-CEO NEOs ($)⁽¹⁾	Average Comp. Actually Paid to Non-CEO NEOs ($)^(1) (2)	Hormel Foods Corp. TSR ($)	S&P 500 Packaged Foods & Meats TSR ($)⁽⁴⁾	Net Income (in millions) ($)	EBIT⁽⁵⁾ (in millions) ($)
2024	8,112,809	7,288,900	1,921,885	1,738,845	69.65	119.20	805	1,093
2023	6,785,979	457,795	1,619,357	578,001	67.95	105.48	794	1,073
2022	9,478,102	12,885,280	1,567,860	2,079,025	98.81	121.58	1,000	1,312
2021	9,957,474	6,520,178	2,144,105	1,614,827	87.16	104.50	909	1,122

(1)

For 2021, 2022, 2023, and 2024 the CEO was James P. Snee. The Other NEOs were as follows:

a.

2021: James N. Sheehan, Deanna T. Brady, Jacinth C. Smiley, Glenn R. Leitch, and Lori J. Marco.

b.

2022: Deanna T. Brady, Jacinth C. Smiley, Lori J. Marco, Mark A. Coffey, and James N. Sheehan.

c.

2023: Jacinth C. Smiley, Deanna T. Brady, Kevin L. Myers, and Mark A. Coffey.

d.

2024: Jacinth C. Smiley, Deanna T. Brady, Colleen R. Batcheler, and Kevin L. Myers.

(2)

See the following table for details on the calculation of compensation actually paid. Compensation actually paid for 2023, 2022, and 2021 as reflected in last year’s disclosure have been adjusted to incorporate changes in valuation assumptions used for stock option awards and the fiscal years in which RSUs and stock options were considered to vest for NEOs who have retired.

(3)

Company and peer group TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on October 25, 2020, the last trading day of fiscal 2020.

(4)

For purposes of the table, the Company’s peer group is the S&P 500 Packaged Foods & Meats, as reflected in our shareholder return performance graph in our Annual Report on Form 10-K, which was filed with the SEC on December 5, 2024.

(5)

Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2024 to our company’s performance, is EBIT. See our Annual Report on Form 10-K for a reconciliation of GAAP measures to non-GAAP adjusted measures.

Compensation actually paid was determined by making the following adjustments:

	2024		2023		2022		2021
	CEO ($)	Average of Other NEOs ($)	CEO ($)	Average of Other NEOs ($)	CEO ($)	Average of Other NEOs ($)	CEO ($)	Average of Other NEOs ($)
Total Compensation from Summary Compensation Table	8,112,809	1,921,885	6,785,979	1,619,357	9,478,102	1,567,860	9,957,474	2,144,105
Adjustments for Defined Benefit and Actuarial Pension Plans:
Subtraction: Aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the Summary Compensation Table	(1,018,317)	(210,573)	(271,507)	(85,877)	--	(9,985)	(556,138)	(205,792)
Addition: Current year service cost	270,159	60,578	192,538	53,419	375,753	68,584	357,148	82,976
Subtraction: Prior service cost	--	--	--	--	(300,808)	(19,715)	--	--
Total Adjustments for Pensions:	(748,158)	(149,995)	(78,969)	(32,458)	74,945	38,884	(198,990)	(122,816)
Adjustments for Stock and Option Awards^(A):
Subtraction: Summary Compensation Table amounts of stock and option awards^(B)	(4,000,193)	(734,955)	(3,999,879)	(650,203)	(3,499,774)	(448,046)	(3,349,748)	(739,952)
Addition: Year-end fair value of awards granted in the current year that are outstanding and unvested at year-end^(C) (D)	4,203,524	724,949	1,998,942	313,478	3,957,165	653,765	2,778,877	536,925
Addition (Subtraction): The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year^(C) (D)	(110,136)	(15,598)	(3,709,296)	(661,349)	1,970,544	241,723	(2,090,871)	(215,468)
Addition: Fair values at vest date for awards granted and vested in covered fiscal year^{(C) (D) (E)}	--	--	--	--	--	--	--	78,005
Addition (Subtraction): The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year^(C) (D)	(168,946)	(7,442)	(538,982)	(10,824)	904,298	24,839	(576,564)	(65,972)
Total Adjustments Stock and Option Awards	(75,751)	(33,046)	(6,249,215)	(1,008,898)	3,332,233	472,281	(3,238,306)	(406,462)
Compensation Actually Paid (as calculated)	7,288,900	1,738,845	457,795	578,001	12,885,280	2,079,025	6,520,178	1,614,827

(A)

Certain NEOs in each of the covered fiscal years are retirement eligible. Adjustments to the vesting of RSU awards, which accelerate upon a qualified retirement, have not been made for retirement-eligible NEOs that remained employed during the covered year, as those awards remain subject to forfeiture until a termination of service due to retirement occurs. Adjustments related to retirement for the purposes of calculating compensation

actually paid were only made for NEOs who retired during any of the covered fiscal years, and includes the accelerated vesting of RSUs and accrued dividend equivalents. Stock options continue to vest after retirement as scheduled per the award agreements and are considered outstanding upon the NEO’s retirement for purposes of these pay versus performance disclosures.

(B)

Summary Compensation Table values include the grant date fair values of equity calculated in accordance with FASB ASC Topic 718 and as such do not include any dividend equivalents for RSUs.

(C)

Stock options are calculated based on the Black-Scholes methodology at year-end or at vest.

(D)

Fair values at vest date and year-end fair values include the value of accrued dividend equivalents.

(E)

Values reflect RSU grants that were granted and accelerated in connection with a qualified retirement in fiscal year 2021.

Named Executive Officers, Footnote

(1)

For 2021, 2022, 2023, and 2024 the CEO was James P. Snee. The Other NEOs were as follows:

a.

2021: James N. Sheehan, Deanna T. Brady, Jacinth C. Smiley, Glenn R. Leitch, and Lori J. Marco.

b.

2022: Deanna T. Brady, Jacinth C. Smiley, Lori J. Marco, Mark A. Coffey, and James N. Sheehan.

c.

2023: Jacinth C. Smiley, Deanna T. Brady, Kevin L. Myers, and Mark A. Coffey.

d.

2024: Jacinth C. Smiley, Deanna T. Brady, Colleen R. Batcheler, and Kevin L. Myers.

PEO Total Compensation Amount

$ 8,112,809

$ 6,785,979

$ 9,478,102

$ 9,957,474

Adjustment To PEO Compensation, Footnote

Compensation actually paid was determined by making the following adjustments:

	2024		2023		2022		2021
	CEO ($)	Average of Other NEOs ($)	CEO ($)	Average of Other NEOs ($)	CEO ($)	Average of Other NEOs ($)	CEO ($)	Average of Other NEOs ($)
Total Compensation from Summary Compensation Table	8,112,809	1,921,885	6,785,979	1,619,357	9,478,102	1,567,860	9,957,474	2,144,105
Adjustments for Defined Benefit and Actuarial Pension Plans:
Subtraction: Aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the Summary Compensation Table	(1,018,317)	(210,573)	(271,507)	(85,877)	--	(9,985)	(556,138)	(205,792)
Addition: Current year service cost	270,159	60,578	192,538	53,419	375,753	68,584	357,148	82,976
Subtraction: Prior service cost	--	--	--	--	(300,808)	(19,715)	--	--
Total Adjustments for Pensions:	(748,158)	(149,995)	(78,969)	(32,458)	74,945	38,884	(198,990)	(122,816)
Adjustments for Stock and Option Awards^(A):
Subtraction: Summary Compensation Table amounts of stock and option awards^(B)	(4,000,193)	(734,955)	(3,999,879)	(650,203)	(3,499,774)	(448,046)	(3,349,748)	(739,952)
Addition: Year-end fair value of awards granted in the current year that are outstanding and unvested at year-end^(C) (D)	4,203,524	724,949	1,998,942	313,478	3,957,165	653,765	2,778,877	536,925
Addition (Subtraction): The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year^(C) (D)	(110,136)	(15,598)	(3,709,296)	(661,349)	1,970,544	241,723	(2,090,871)	(215,468)
Addition: Fair values at vest date for awards granted and vested in covered fiscal year^{(C) (D) (E)}	--	--	--	--	--	--	--	78,005
Addition (Subtraction): The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year^(C) (D)	(168,946)	(7,442)	(538,982)	(10,824)	904,298	24,839	(576,564)	(65,972)
Total Adjustments Stock and Option Awards	(75,751)	(33,046)	(6,249,215)	(1,008,898)	3,332,233	472,281	(3,238,306)	(406,462)
Compensation Actually Paid (as calculated)	7,288,900	1,738,845	457,795	578,001	12,885,280	2,079,025	6,520,178	1,614,827

(A)

Certain NEOs in each of the covered fiscal years are retirement eligible. Adjustments to the vesting of RSU awards, which accelerate upon a qualified retirement, have not been made for retirement-eligible NEOs that remained employed during the covered year, as those awards remain subject to forfeiture until a termination of service due to retirement occurs. Adjustments related to retirement for the purposes of calculating compensation

actually paid were only made for NEOs who retired during any of the covered fiscal years, and includes the accelerated vesting of RSUs and accrued dividend equivalents. Stock options continue to vest after retirement as scheduled per the award agreements and are considered outstanding upon the NEO’s retirement for purposes of these pay versus performance disclosures.

(B)

Summary Compensation Table values include the grant date fair values of equity calculated in accordance with FASB ASC Topic 718 and as such do not include any dividend equivalents for RSUs.

(C)

Stock options are calculated based on the Black-Scholes methodology at year-end or at vest.

(D)

Fair values at vest date and year-end fair values include the value of accrued dividend equivalents.

(E)

Values reflect RSU grants that were granted and accelerated in connection with a qualified retirement in fiscal year 2021.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,738,845

578,001

2,079,025

1,614,827

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Most Important Performance Measures for 2024

We have identified the following measures as the most important in linking executive compensation to performance. See the Compensation Discussion and Analysis on page 19 for more information.

EBIT

Stock Price

Relative TSR

EPS