UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment No. )


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SEABOARD CORPORATION
(Name of Registrant as Specified In Its Charter)


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

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SEABOARD CORPORATION

9000 West 67th Street
Merriam, Kansas 66202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Seaboard Corporation, a Delaware corporation, will be held at the Sheraton Overland Park Convention Center, 6100 College Blvd., Overland Park, Kansas, on Monday, April 24, 2023, commencing at 9:00 a.m., local time, or thereafter as it may from time to time be adjourned or postponed, for the following purposes:

Elect five directors to hold office until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified;

Advisory vote to approve the compensation of Seaboard’s Named Executive Officers, as disclosed in Seaboard’s proxy statement for the 2023 Annual Meeting of Stockholders;

Advisory vote to determine the frequency of the stockholder advisory votes to approve the compensation of Seaboard’s Named Executive Officers;

Ratify the appointment of KPMG LLP as the independent auditors of Seaboard Corporation for the year ending December 31, 2023; and

Transact such other business as properly may come before the meeting.

The Board of Directors has fixed the close of business on February 23, 2023, as the record date for determination of the stockholders entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.


	By order of the Board of Directors,

	David M. Becker,
	Executive Vice President, General Counsel and Secretary

March 10, 2023

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE FOLLOW THE SPECIFIC VOTING INSTRUCTIONS APPEARING ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING.

IMPORTANT NOTICE Regarding the Availability of Proxy Materials
For the Stockholder Meeting to be held on April 24, 2023

This notice of annual meeting and accompanying proxy materials are available to you on the Internet. We encourage you to review all of the important information contained in the proxy materials before voting.

Our Company’s Proxy Statement, Annual Report and other proxy materials
to Stockholders are available at:
https://www.seaboardcorp.com/investors

SEABOARD CORPORATION
9000 West 67th Street
Merriam, Kansas 66202

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2023

March 10, 2023

Date, Time and Place of the Meeting

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Seaboard Corporation (the “Company,” “Seaboard,” “us,” “our” or “we”) for use at the Company’s annual meeting of stockholders to be held on Monday, April 24, 2023, commencing at 9:00 a.m., local time, and at any adjournment or postponement thereof. The meeting is called for the purposes set forth in the foregoing Notice of Annual Meeting, and will be held at the Sheraton Overland Park Convention Center, 6100 College Blvd., Overland Park, Kansas. You may obtain directions to the location of the annual meeting by calling us at (913) 676-8928.

Stockholders Entitled to Vote at the Meeting

Stockholders of record as of the close of business on the February 23, 2023 record date are entitled to notice of, and to vote at, the annual meeting and at any adjournment or postponement thereof. Seaboard had 1,160,779 shares of common stock, $1.00 par value, outstanding and entitled to vote as of the record date. Each such share of common stock is entitled to one vote on each matter properly to come before the annual meeting. This proxy statement and the enclosed form of proxy were first sent or given to stockholders on or about March 10, 2023.

Quorum Requirement

A quorum of stockholders is necessary to hold a valid meeting. A majority of our outstanding shares of common stock on the record date, or 580,391 shares, will be needed to establish a quorum for the annual meeting. Votes cast at the annual meeting will be tabulated by persons duly appointed to act as inspectors of election and voting for the annual meeting. The inspectors of election and voting will treat shares represented by a properly signed and returned proxy as present at the annual meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Likewise, the inspectors will treat shares of stock represented by proxies reflecting one or more “broker non-votes” as present for purposes of determining a quorum. Broker non-votes are proxies with respect to shares held in record name by brokers, banks or other nominees, as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote with respect to one or more matters; (ii) the broker, bank or other nominee does not have discretionary voting power under applicable national securities exchange rules or the instrument under which it serves in such capacity; and (iii) the record holder has indicated on the proxy card or otherwise notified Seaboard that it does not have authority to vote such shares on such matter or matters.

Items of Business to be Voted on at the Annual Meeting

Stockholders are being asked to vote on the following matters at the annual meeting:


Item Number	Matter	Our Board of Directors Recommends
1	Elect five directors to hold office until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified	FOR EACH DIRECTOR NOMINEE
2	Advisory vote to approve the compensation of Seaboard’s Named Executive Officers, as disclosed in Seaboard’s proxy statement for the 2023 Annual Meeting of Stockholders	FOR
3	Advisory vote to determine the frequency of the stockholder advisory votes to approve the compensation of Seaboard’s Named Executive Officers	3 YEARS
4	Ratify the appointment of KPMG LLP as the independent auditor of Seaboard for the fiscal year ending December 31, 2023	FOR

We will also consider other business that properly comes before the annual meeting or any postponement or adjournment thereof.

Attending the Meeting and Voting in Person

If you plan to attend the annual meeting and vote in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee (commonly referred to as being held in “street” name), proof of ownership may be required for you to be admitted to the meeting. A recent brokerage statement and letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Voting by Proxy

The Board of Directors solicits your proxy in the form enclosed for use at the annual meeting. You may vote your shares by completing the proxy card with your vote, signature and date, and returning it by mail in the envelope provided, or you can follow the instructions on the proxy card to cast your vote via the Internet or telephone. Any stockholder giving a proxy in accordance with the enclosed form may revoke it at any time before it is exercised. A stockholder may revoke his or her proxy by delivering to the Secretary of Seaboard a written notice of revocation or a duly executed proxy bearing a later date, or by attending the meeting and voting in person. A duly completed proxy will be voted at the annual meeting in accordance with the instructions of the stockholder. Where a stockholder’s voting instructions are not specified in the completed proxy, the shares represented by the proxy will be voted in accordance with the recommendations of the Board of Directors as follows: “for” the election of the nominees for director listed herein; “for” the approval, on an advisory basis, of the compensation of Seaboard’s Named Executive Officers; “3 years” for the frequency of the advisory stockholder vote on the compensation of our Named Executive Officers; and “for” ratification of the selection of KPMG LLP as independent auditors for 2023. The Board of Directors does not know of any matters that will be brought before the meeting other than those referred to in the Notice of Annual Meeting. However, if any other matter properly comes before the meeting, it is intended that the persons named in the enclosed form of proxy, or their substitutes acting thereunder, will vote on such matter in accordance with their discretion and judgment. If your shares of common stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Seaboard will bear all expenses in connection with the solicitation of proxies, including preparing, assembling and mailing this proxy statement. After the initial mailing of this proxy statement, proxies may be solicited by mail, telephone, facsimile transmission or personally by directors, officers, employees or agents of Seaboard. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held of record by them, and their reasonable out-of-pocket expenses will be paid by Seaboard.

Vote Required

With respect to the election of directors (Item 1), you may vote “FOR” or “WITHHOLD” authority to vote for each of the nominees for the Board. A favorable plurality of votes cast (a number greater than those cast for any other candidates) is necessary to elect members of the Board of Directors. “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose. Accordingly, “withhold” or broker non-votes as to the election of directors will not affect the election of the candidates receiving the plurality of votes and will have no effect on the election of the nominees.

With respect to the advisory vote on the compensation of Seaboard’s Named Executive Officers (Item 2), you may vote “FOR”, “AGAINST,” or “ABSTAIN”. This proposal requires the affirmative vote of a majority of the shares having voting power in person or represented by proxy at the meeting. An abstention will count as a vote cast and will therefore have the same effect as a vote against this proposal. Brokers will not have discretionary authority to vote on this proposal, and therefore broker non-votes will have no effect on the outcome. Because your vote on this proposal is advisory, it will not be binding on the Board of Directors or Seaboard.

With respect to the advisory vote on the frequency of the advisory stockholder vote on the compensation of Seaboard's Named Executive Officers (Item 3), you may vote for “1 YEAR,” “2 YEARS,” “3 YEARS,” or “ABSTAIN”. The option (one year, two years, or three years) that receives the highest number of votes cast by stockholders will determine the frequency of future advisory votes on compensation of Seaboard’s Named Executive Officers. Accordingly, abstentions or broker non-votes on this proposal will not affect the selection of the frequency choice receiving the most votes. Because your vote on this proposal is advisory, it will not be binding on the Board of Directors or Seaboard.

With respect to the ratification of KPMG LLP as our independent auditors (Item 4), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” This proposal requires the affirmative vote of a majority of the shares having voting power in person or represented by proxy at the meeting. Shares represented by broker non-votes for purposes of this proposal are treated as not being present, while abstentions are treated as being present but not voting in the affirmative. Accordingly, the effect of broker non-votes is only to reduce the number of shares considered to be present for the consideration of this proposal and will have no effect on the voting outcome, while abstentions will have the same effect as votes against this proposal. Brokers, banks and other nominees may use their discretionary voting authority with respect to the ratification of our independent auditors, so no broker non-votes are expected for this proposal.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of January 31, 2023 (unless otherwise indicated below) regarding the beneficial ownership of Seaboard’s common stock by the only persons known to us to own beneficially 5 percent or more of Seaboard’s common stock. Unless otherwise indicated, all beneficial ownership consists of sole voting and sole investment power.


Name and Address	Amount and Nature of		Percent
of Beneficial Owner	Beneficial Ownership		of Class
Ellen S. Bresky ⁽¹⁾		905,599.24		78.0%
c/o Seaboard Flour LLC
6 Liberty Square, #354
Boston, MA 02109

Seaboard Flour LLC ⁽²⁾		465,825.69		40.1%
6 Liberty Square, #354
Boston, MA 02109

SFC Preferred, LLC ⁽²⁾		428,122.55		36.9%
6 Liberty Square, #354
Boston, MA 02109

(1)

The shares of Seaboard’s common stock reported include (i) 465,825.69 shares held by Seaboard Flour LLC, for which E. Bresky serves as the sole manager; (ii) 428,122.55 shares held by SFC Preferred, LLC, for which E. Bresky serves as the sole manager; (iii) 1,775 shares held by two trusts created for the benefit of E. Bresky’s children for

which E. Bresky serves as trustee and business advisor; (iv) 4,661 shares held by SJB SEB LLC, as to which P. Squires serves as the sole manager and E. Bresky serves as a co-trustee of an irrevocable trust which is the sole member of SJB SEB LLC; (v) 1,820 shares held by The Wally Foundation, Inc., for which E. Bresky serves as President and a Director; (vi) 1,620 shares held by two trusts created for the benefit of E. Bresky’s children and other members of the Bresky family for which E. Bresky serves as business advisor or co-trustee; and (vii) 1,775 shares held by a trust created for the benefit of other members of the Bresky family and for which E. Bresky serves as the business advisor with voting and investment power. All of the membership interests of Seaboard Flour LLC, SFC Preferred, LLC and SJB SEB LLC (collectively, the “Seaboard Flour Entities”) are owned by E. Bresky and other members of the Bresky family, including trusts created for their benefit.

(2)

E. Bresky, Chairwoman of the Board, and other members of the Bresky family, including trusts created for their benefit, beneficially own all of the common units of the Seaboard Flour Entities. E. Bresky is the co-trustee and beneficiary of some of the trusts owning units of the Seaboard Flour Entities, and may be deemed to have indirect beneficial ownership of Seaboard’s common stock held by the Seaboard Flour Entities by virtue of her co-trustee role or position as sole manager of the Seaboard Flour Entities, with the right to vote Seaboard shares owned by the Seaboard Flour Entities.

SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS

The following table sets forth certain information as of January 31, 2023 regarding the beneficial ownership of Seaboard’s common stock by each of our directors and director nominees, each of our executive officers named in the Summary Compensation Table on page 9 and all of our directors and executive officers as a group. Unless otherwise noted, to Seaboard’s knowledge, each shareholder named in the following table possesses sole voting and investment power over the shares listed. To Seaboard’s knowledge, as of January 31, 2023, none of Seaboard’s officers or directors has pledged any of the shares that they respectively beneficially own as security.


Name of	Amount and Nature of			Percent
Beneficial Owner	Beneficial Ownership			of Class
Ellen S. Bresky		905,599.24	⁽¹⁾	78.0%
David A. Adamsen		20.00		*
Douglas W. Baena		115.00		*
Frances B. Shifman		27.00		*
Paul M. Squires		4,661.00	⁽²⁾	*
Robert L. Steer		- 0 -		*
David H. Rankin		- 0 -		*
Edward A. Gonzalez		- 0 -		*
David M. Dannov		10.00		*
Peter B. Brown		- 0 -		*
All directors and executive officers as a group (20 persons)		905,772.24		78.0%

(1)	The nature of the beneficial ownership of the shares reported is set forth in footnote (1) to the table under “Principal Stockholders” above.

(2)	The shares of Seaboard’s common stock reported include 4,661 shares held by SJB SEB LLC, as to which P. Squires serves as the sole manager and E. Bresky serves as a co-trustee.

*	Less than one percent.

ITEM 1: ELECTION OF DIRECTORS

Our Board of Directors has fixed the number of directors at five. The Board has nominated the five persons set forth below for election at the 2023 annual meeting. Unless otherwise specified, proxies will be voted in favor of the election as directors of the following five persons for a term of one year and until their successors are elected and qualified.


Name	Age	Principal Occupations and Positions and Specific Experience, Qualifications, Attributes or Skills	Director Since
Ellen S. Bresky	69	Director and Chairwoman, Seaboard Corporation. Prior to her appointment as Chairwoman, Ms. Bresky served on the Boards of Directors of the Wally Foundation, the Bresky Foundation and the Seaboard Foundation. Her vested interest in Seaboard on the basis of her beneficial stock ownership position makes her qualified as a Director and Chairwoman for Seaboard.	2020

David A. Adamsen	71	Director and Member of Audit Committee, Seaboard Corporation; former Vice President – Wholesale Sales (January 2009-2010), C&S Wholesale Grocers (wholesale food distribution company). Mr. Adamsen worked for more than 35 years in the food, food distribution, and food manufacturing businesses. His experience and knowledge make him qualified as a Director for Seaboard.	1995

Douglas W. Baena	80	Lead Independent Director and Chairman of Audit Committee, Seaboard Corporation; self-employed (since 1997), engaging in facilitation of equipment lease financings and consulting, doing business as CreditAmerica Corporation. Mr. Baena has an educational background in accounting and has experience working as a Certified Public Accountant. He also has experience arranging lease financing transactions for companies. His accounting and finance background provides experience and attributes which are desirable for a Seaboard Director.	2001

Paul M. Squires	68	Director, Seaboard Corporation; Chief Operating Officer, Seaboard Flour LLC (since 2006); Controller, Seaboard Flour LLC (2003-2004). In his position as Chief Operating Officer of Seaboard Flour LLC, Mr. Squires reports to E. Bresky, who is the Manager of Seaboard Flour LLC. Seaboard Flour LLC owns 40.1 percent of the outstanding shares of Seaboard. Mr. Squires graduated with an accounting degree in 1977 and was licensed as a Certified Public Accountant in 1980. His accounting background and management experience at Seaboard Flour are attributes which are desirable for a Seaboard Director.	2016

Frances B. Shifman	72	Director and Member of Audit Committee, Seaboard Corporation. Ms. Shifman is currently a director/trustee for a number of non-profit organizations with no relationship to Seaboard Corporation. She has nine years of experience as Chief Operating Officer of NAIOP, MA, widely recognized as one of the premier business organizations in Massachusetts. She has effectively promoted commercial real estate interests, including lobbying, public affairs, education, research and informational programs. She has been named Executive of the Year by the national Organization of NAIOP in recognition of her accomplishments. She also has more than 25 years of experience in the field of property management and real estate in executive positions. Her experience and knowledge make her qualified as a Director for Seaboard.	2021

Ellen S. Bresky is the mother of Jacob Bresky, Vice President, International of Seaboard Corporation and now President and Chief Executive Officer of Seaboard Overseas and Trading Group, a division of Seaboard.

Frances B. Shifman is a first cousin of Ellen S. Bresky by marriage.

There are no arrangements or understandings between any nominee and any other person pursuant to which such

nominee was nominated.

Each of the five nominees has consented to being named in this proxy statement and to serve as a director if elected. In case any person or persons named herein for election as directors are not available for election at the annual meeting, proxies may be voted for a substitute nominee or nominees (unless the authority to vote for all nominees or for the particular nominee who has ceased to be a candidate has been withheld), as well as for the balance of those named herein. Management has no reason to believe that any of the nominees for the election as director will be unavailable.

The Board of Directors recommends that you vote “FOR” the election as directors of the persons listed above.

BOARD OF DIRECTORS INFORMATION

Meetings of the Board

The Board of Directors held eight meetings in fiscal 2022, five of which were telephonic meetings and three which were in person. Other actions of the Board of Directors were taken by unanimous written consent, as needed. Each director attended more than 75 percent of the meetings of the Board of Directors held while in office and of the meetings held by all committees of the Board on which he or she served during 2022.

Seaboard does not have any policy requiring directors to attend Seaboard’s annual meeting of stockholders, although generally the directors have attended Seaboard’s annual stockholders’ meetings. All directors attended the 2022 annual meeting in person or telephonically.

Controlled Company

Seaboard is a “controlled company,” as defined in the rules of the NYSE American, because more than 50 percent of the voting power of Seaboard is owned by the Seaboard Flour Entities. As such, Seaboard is exempted from many of the requirements regarding board of director committees and independence. The members of our Board of Directors who are independent within the meaning of the NYSE American listing standards are David A. Adamsen, Douglas W. Baena and Frances B. Shifman. The remaining members of our Board of Directors are not independent within the meaning of the NYSE American listing standards and, therefore, they would not qualify as independent directors for purposes of serving on a compensation, nominating committee or audit committee under applicable NYSE American committee independence requirements. The independent directors meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

Board Leadership Structure and Role in Risk Oversight

Robert L. Steer serves as Seaboard’s principal executive officer. Ellen S. Bresky serves as director and Chairwoman of the Board and is the beneficial owner of approximately 78 percent of Seaboard. In connection with Ms. Bresky’s appointment to Chairwoman in July 2020, the Board also appointed Douglas W. Baena, a member of the Board since 2001, as Seaboard’s lead independent director. The duties of Mr. Baena as lead independent director include the following: (i) preside at all executive sessions of the independent directors, (ii) serve as a liaison between the Chairwoman and the other directors, (iii) serve as a liaison among the directors, (iv) provide input to the Chairwoman on the preparation of Board meeting agendas, and (v) in conjunction with the Chairwoman, have the authority to approve certain transactions.

Seaboard believes that Ms. Bresky has a sufficient vested interest in Seaboard on the basis of her beneficial stock ownership position and that Mr. Steer, who has been with Seaboard for more than 36 years, including 9 years in his former role as Executive Vice President and CFO, has the experience necessary to lead Seaboard as the principal executive officer. The Board of Directors believes that the separation of the positions of Chairwoman of the Board and principal executive officer, combined with the appointment of a lead independent director, is the appropriate leadership structure for Seaboard at this time. This structure recognizes the nature of Seaboard as a “controlled company,” and, therefore, provides the Bresky family with appropriate influence over the Company, while the appointment of a lead independent director ensures effective independent oversight of the Company and management.

The Audit Committee of the Board of Directors provides risk oversight of Seaboard with respect to the audit of Seaboard’s financial statements, Seaboard’s internal audit function and any financial matters reported to Seaboard’s Senior Vice President, Audit Services or other Seaboard representative. The Audit Committee administers this oversight function through Audit Committee meetings and periodic meetings in private with Seaboard’s auditors, KPMG LLP, and Seaboard’s Senior Vice President, Audit Services. The Board of Directors does not have any other significant oversight function, aside from performance of the Board of Director general oversight function through periodic meetings. The Board of Directors does not believe that its role in risk oversight of Seaboard has any significant effect on the Board’s leadership structure.

Committees of the Board

Seaboard’s Board of Directors has established an Audit Committee. As a “controlled company,” as defined in the rules of the NYSE American, Seaboard is not required to have, and Seaboard’s Board of Directors has not established, a nominating or compensation committee or any other committee of the Board performing similar functions.

Audit Committee. Seaboard’s Board of Directors has established an Audit Committee comprised solely of independent directors within the meaning of the listing standards of NYSE American and applicable SEC rules. The members of the Audit Committee are David A. Adamsen, Douglas W. Baena and Frances B. Shifman. Mr. Baena is Chairman of the Audit Committee. The Audit Committee selects and retains independent auditors and assists the Board in its oversight of the integrity of Seaboard’s financial statements, including the performance of our independent auditors in their audit of our annual financial statements. The Audit Committee meets with management and the independent auditors, as may be required. The independent auditors have full and free access to the Audit Committee, without the presence of management. The Board of Directors has determined that Douglas W. Baena is an “audit committee financial expert” and is “independent,” within the meaning of the listing standards of NYSE American and applicable SEC rules. The Audit Committee held four meetings in fiscal year 2022, three of which were telephonic meetings and one which was in person.

Director Nominations

The Board of Directors believes it is not necessary to have a separate nominating committee because of the low turnover of Board of Director seats and because the entire Board of Directors participates in the consideration of director nominees. There currently is no charter that establishes procedures for the Board’s consideration of director nominees. The Board believes that it should be comprised of directors with varied, complementary backgrounds, and that directors should, at a minimum, have expertise that may be useful to Seaboard. Directors should also possess the highest personal and professional ethics, and should be willing and able to devote the required amount of time to Seaboard’s business. In determining whether a director should be retained and stand for re-election, the Board also considers such member’s performance and contribution to the Board during his or her tenure with the Board. Seaboard’s policy is to consider nominees who are submitted by stockholders on a case-by-case basis. All nominees, including those submitted by stockholders, will be evaluated using generally the same methods and criteria, although those methods and criteria are not standardized and may vary from time to time. The Board does not have any policy with respect to diversity and does not consider diversity in identifying nominees for Director.

Communication with the Board

The Board of Directors does not provide a process for stockholders to send communications to the Board because it believes that the process available under applicable federal securities laws for stockholders to submit proposals for consideration at the annual meeting is adequate.

Compensation of Directors

In the fiscal year 2022, the Company provided the following cash compensation to directors for their service as director:

●

$37,500 quarterly retainer for the Chairwoman of the Board;

●

$20,000 quarterly retainer (other than for the Chairwoman of the Board);

●

Additional $12,500 quarterly retainer for the lead independent director;

●

Additional $2,500 per quarter for the Chairman of the Audit Committee; and

●

Additional $2,500 per quarter for service on the Audit Committee of the Board.

Beginning in the fourth quarter of 2022, E. Bresky began receiving cash compensation for her service as a director. She is also given the right to use Seaboard’s airplane for up to 25 hours of flight time per year for personal use as long as she continues to serve in such role. The Company does not provide any equity compensation to its directors.

The following table shows the compensation received by each member of our Board of Directors for service on the Board in 2022.

Director Compensation Table


	Fees Earned		All Other
	or Paid in Cash		Compensation		Total
Ellen S. Bresky ⁽¹⁾	$	37,500	$	63,166	$	100,666
Douglas W. Baena	$	150,000	$	- 0 -	$	150,000
David A. Adamsen	$	90,000	$	- 0 -	$	90,000
Frances B. Shifman	$	90,000	$	- 0 -	$	90,000
Paul M. Squires	$	80,000	$	- 0 -	$	80,000

(1)

In addition to Ms. Bresky’s cash compensation for her service as a director as stated above, Ms. Bresky’s compensation also consisted of personal use of Seaboard’s airplane (valuing this benefit based on the number of miles flown and the Standard Industry Fare Level published by the Department of Transportation). She used 14 hours of Seaboard’s airplane for personal use in 2022.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table shows all compensation earned, during the fiscal years indicated, by the Chief Executive Officer, the Chief Financial Officer and the three other highest paid executive officers of Seaboard (the “Named Executive Officers”) for such period in all capacities in which they have served:

Summary Compensation Table


				Change in
				Pension Value
				and Non-Qualified
Name				Deferred
and				Compensation		All Other
Principal		Salary ⁽¹⁾	Bonus ⁽²⁾	Earnings ⁽³⁾		Compensation ⁽⁴⁾		Total
Position	Year	($)	($)	($)		($)		($)
Robert L. Steer ⁽⁵⁾	2022	1,060,000	3,000,000		1,045,695		269,616	5,375,311
President,	2021	1,000,000	3,000,000		1,447,513		206,373	5,653,886
Chief Executive Officer	2020	956,824	1,794,500		1,199,183		153,628	4,104,135

David H. Rankin ⁽⁶⁾	2022	500,000	600,000		—		106,461	1,206,461
Executive Vice President,	2021	425,491	700,000		1,412,349		70,881	2,608,721
Chief Financial Officer	2020	318,978	425,000		626,158		57,499	1,427,635

Edward A. Gonzalez	2022	600,000	2,000,000		134,073		126,519	2,860,592
President,	2021	556,209	1,500,000		655,208		112,598	2,824,015
Seaboard Marine Ltd.	2020	562,154	900,000		1,739,171		99,004	3,300,329

David M. Dannov ⁽⁷⁾	2022	580,000	1,000,000		42,431		150,819	1,773,250
Former President,	2021	556,209	950,000		368,438		112,936	1,987,583
Seaboard Overseas Trading Group	2020	561,566	950,000		1,471,253		112,242	3,095,061

Peter B. Brown ⁽⁸⁾	2022	600,000	850,000		- 0 -		129,693	1,579,693
President,	2021	550,000	1,050,000		- 0 -		116,868	1,716,868
Seaboard Foods LLC

(1)	Salary includes amounts deferred at the election of the Named Executive Officers under Seaboard’s 401(k) Retirement Savings Plan and the Post-2018 Deferred Compensation Plan, such plans being described below under “Benefit Plans.”

(2)	Reflects bonus earned, and includes amounts deferred under Seaboard’s 401(k) Retirement Savings Plan and the Post-2018 Deferred Compensation Plan described below under “Benefit Plans.”

(3)

Reflects the actuarial increase in the present value of the Named Executive Officer’s benefits under all retirement plans, for which information is provided in the Pension Benefits table on page 15, determined using interest rate and mortality rate assumptions, consistent with those used in Seaboard’s financial statements. The amounts for 2022 are as follows: R. Steer, $1,045,695; D. Rankin, $(690,696); E. Gonzalez, $134,073; D. Dannov, $42,431; and P. Brown, $0. The amount in 2022 for D. Rankin is reported at zero in the Summary Compensation Table due to an actuarial decrease in the present value of his benefits as provided in the Pension Benefits table below. The amounts for 2021 are as follows: R. Steer, $1,447,513; D. Rankin, $1,412,349; E. Gonzalez, $655,208; D. Dannov, $358,391; and P. Brown, $0. The amounts for 2020 are as follows: R. Steer, $1,199,183; D. Rankin, $626,158; E. Gonzalez, $1,739,171; and D. Dannov, $1,461,925. The increase (decrease) in the pension value for E. Gonzalez with respect to the Cash Balance Retirement Plan does not include any reduction for distributions made to him pursuant to the provisions of such plan. The amounts also reflect the above-market earnings on contributions under the Seaboard Corporation Investment Option Plan described below. The amounts for 2021 and 2020 for D. Dannov are $10,047 and $9,328, respectively. There were no above-market earnings in 2022.

(4)

Included in All Other Compensation are Seaboard matching contributions under the Post-2018 Deferred Compensation Plan or 401(k) Excess Plans, such plans being described below under “Benefit Plans.” These amounts for 2022 are as follows: R. Steer, $150,200; D. Rankin, $35,800; E. Gonzalez, $71,800; D. Dannov $49,000; and P. Brown, $53,800.

Also included in All Other Compensation are Seaboard’s contributions to its 401(k) Retirement Savings Plan on behalf of the Named Executive Officers, amounts paid for disability and life insurance and individual perquisites, including amounts paid as an automobile allowance (valuing this benefit on an average fair market value based on the IRS lease guidelines using the manufacturer’s suggested retail price less 8 percent), fuel card usage, personal usage of Seaboard’s airplane (valuing this benefit based on the number of miles flown and the Standard Industry Fare Level published by the Department of Transportation), relocation benefits (as applicable), and a gross-up for related taxes. With respect to the above-stated items, All Other Compensation includes the following amounts for 2022: (a) an automobile allowance of $30,000 for each of the Named Executive Officers; (b) an airplane benefit of $33,327 for R. Steer; and (c) an airplane benefit of $25,205 for D. Dannov. Reimbursement for taxes owed on the above-stated items total as follows for each of the Named Executive Officers for 2022: R. Steer, $43,569; D. Rankin, $24,257; E. Gonzalez, $15,953; D. Dannov, $36,308; and P. Brown, $24,749.

(5)

Upon the passing of S. Bresky, R. Steer was appointed to President and Chief Executive Officer on July 20, 2020. Prior to Mr. Steer’s appointment, he served as Executive Vice President and Chief Financial Officer and remained in his role as Chief Financial Officer until D. Rankin was appointed as his successor on December 2, 2020. Upon the effectiveness of R. Steer’s appointment as President and Chief Executive Officer, his annual base salary increased from $680,000 to $1,000,000.

(6)	D. Rankin was appointed to Executive Vice President and Chief Financial Officer on December 2, 2020.

(7)	D. Dannov resigned from his position as President of Seaboard Overseas and Trading Group on January 9, 2023.

(8)	P. Brown was appointed to President and Chief Executive Officer of Seaboard Foods LLC on January 1, 2021.

PAY RATIO

Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), set forth below for 2022 is a comparison of (i) the total compensation of R. Steer, Seaboard’s Chief Executive Officer (“CEO”); and (ii) the median of the annual total compensation of all employees of Seaboard and its consolidated subsidiaries (other than R. Steer). The median of the annual total compensation and the pay ratio described below are reasonable estimates calculated by Seaboard in a manner consistent with applicable SEC regulations.

In 2022, the annual total compensation of R. Steer was $5,375,311 and the median of the annual total compensation of all employees of Seaboard and its consolidated subsidiaries (other than R. Steer) was $29,580, and thus the ratio of the annual total compensation of R. Steer to the median of the annual total compensation of all of Seaboard’s employees was 182 to 1. Seaboard’s “median employee” worked at Seaboard’s pork processing plant in Oklahoma.

Seaboard has elected to identify its median employee every three years unless a significant change in employee population or employee compensation arrangements has occurred. Seaboard previously identified its median employee in October 2020.

To determine the median of the annual total compensation of all of Seaboard’s employees, as well as to determine the annual total compensation of Seaboard’s “median employee” and Seaboard’s Chief Executive Officer, Seaboard used the following methodology and made the following material assumptions, adjustments and estimates:

1.In 2020, Seaboard selected October 1, 2020, which is within the last three months of 2020, as the date upon which it would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of its operations. To identify the “median employee,” Seaboard included all worldwide employees as of October 1, 2020, whether employed on a full-time, part-time or seasonal basis.

2.Seaboard determined that gross wages of such employees for the month of August 2020 was a reasonable compensation measure to determine the median employee, given (i) Seaboard’s large, international workforce; (ii) the diversity of countries and compensation structures in which Seaboard operates; and (iii) the high employee turnover in some of Seaboard’s operations. Seaboard believes that the use of this partial year period is appropriate as it confirmed that

the period is reflective of the annual total compensation of all of its employees and would not significantly impact the identity of the median employee.

3.With respect to employees hired in the months of August and September 2020, and thus not having a full month of wages, Seaboard estimated their wages by (x) grossing up actual partial gross wages to reflect an entire month’s worth of wages based upon each employee’s status as full-time, part-time or seasonal employee; or (y) using the average wages received by employees performing a similar function (and in the same status, i.e., full-time, part-time or seasonal) at the same location during the month. All wages were converted into U.S. dollar equivalents using the respective exchange rates as of August 31, 2020. Seaboard did not make any cost-of-living adjustments in identifying the median employee.

4.Once Seaboard identified its median employee, Seaboard included the elements of such employee’s compensation for 2022 determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of the CEO, Seaboard used the amount reported in the “Total” column of its 2022 Summary Compensation Table in this proxy statement, which likewise was calculated in accordance with those same requirements.

EMPLOYMENT ARRANGEMENTS
WITH NAMED EXECUTIVE OFFICERS

Each Named Executive Officer is, or previously was, a party to an Employment Agreement with Seaboard.

The Employment Agreements for R. Steer, D. Rankin and P. Brown have a term of one year and extend annually for one-year terms, unless not renewed or otherwise terminated by Seaboard. As of December 31, 2022, the Employment Agreement for E. Gonzalez has a term of two years, and beginning on December 31, 2024, extends annually for one-year terms, unless not renewed or otherwise terminated by Seaboard. The Company elected not to renew D. Dannov’s Employment Agreement after his then current term ended on December 31, 2022.

The Employment Agreements provide for payment of the following initial Base Salary for each current Named Executive Officer (or, in the case of D. Dannov, provided prior to the non-renewal thereof):


	Initial Base Salary
Robert L. Steer	$	1,000,000
David H. Rankin	$	425,000
Edward A. Gonzalez	$	420,000
David M. Dannov	$	420,000
Peter B. Brown	$	550,000

The Employment Agreement for R. Steer provides that his annual bonus will be a minimum of $2,275,000. The Employment Agreement for P. Brown provides for a maximum annual bonus of $1,100,000, with 50% based on financial performance and 50% based on meeting personal objectives. The Employment Agreement for D. Rankin provides for a target annual bonus of 131.25% of his base salary, and a maximum annual bonus of 175% of his base salary, with a minimum annual bonus of $300,000. The Employment Agreement for E. Gonzalez provides for a minimum annual bonus of $400,000. The Employment Agreement for D. Dannov does not provide for a minimum annual bonus.

Pursuant to the Employment Agreement of R. Steer, the Company may elect to contribute the portion of the annual bonus payable to him in excess of $1,000,000 to his account under the Seaboard Corporation Post-2018 Deferred Compensation Plan. Pursuant to the Employment Agreements of P. Brown and D. Rankin, the Company may elect to contribute any portion of the annual bonuses payable to them which would cause their respective compensation to be in excess of $1,000,000 and thus non-deductible under Internal Revenue Code Section 162(m) (“Code Section 162(m)”) to their respective accounts under the Post-2018 Deferred Compensation Plan.

Payments Upon Certain Events

The Employment Agreements each provide for the payment of severance upon the termination of employment in certain circumstances (or, in the case of D. Dannov, provided prior to the non-renewal thereof). Following is a summary of the amounts which would be paid by Seaboard to each Named Executive Officer if, on December 31, 2022, his employment was involuntarily terminated without “Cause,” or if he resigned for “Good Reason,” as those terms are defined in the Employment Agreement for each such Named Executive Officer. Additional amounts payable to each Named Executive Officer under benefit plans upon additional events are described below under “Benefit Plans.”

Pursuant to the Employment Agreements, “Cause” means (i) a material breach by Named Executive Officer of any provision of the Employment Agreement; (ii) a material violation by Named Executive Officer of any Company policy resulting in material injury to the Company; (iii) Named Executive Officer’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (iv) Named Executive Officer’s material fraud or misappropriation of funds; or (v) the commission by Named Executive Officer of a felony involving moral turpitude; and “Good Reason” means a resignation by Named Executive Officer from his employment with the Company within one hundred eighty (180) days following the initial occurrence of any one or more of the following events: (i) a material diminution in the Named Executive Officer’s authority, duties or responsibilities; (ii) a material change in the geographic location where Named Executive Officer primarily performs his services; or (iii) any other material breach by the Company of any material provision of the Employment Agreement.

Employment Agreement Table



	Accrued Bonus through 12/31/22 – Payable 30 Days After Termination Date		Severance Payable in Installments⁽¹⁾		Lump Sum Severance⁽²⁾		Total
	($)		($)		($)		($)
Robert L. Steer		3,000,000		1,060,000		3,000,000	7,060,000
David H. Rankin		700,000		500,000		700,000	1,900,000
Edward A. Gonzalez		1,500,000		600,000		3,600,000	5,700,000
David D. Dannov		950,000		580,000		950,000	2,480,000
Peter B. Brown		1,050,000		600,000		1,050,000	2,700,000

(1)	The installments are payable over 12 months.

(2)	The lump sum will be payable one year after the termination of employment.

The Company’s Employment Agreement with D. Dannov was not renewed after his then current term ended on December 31, 2022.

The Board of Directors has approved for each of the Named Executive Officers the right to use Seaboard’s airplane for personal use. The allotment of flight time hours per year for personal use for the Named Executive Officers is as follows: R. Steer, 25 hours; D. Rankin, 10 hours; E. Gonzalez, 10 hours; D. Dannov, 5 hours; and P. Brown, 10 hours. Seaboard also pays each of the Named Executive Officers for the incidental fees and expenses incurred related to the flights, including ground transportation, and a “tax gross-up” of the estimated federal and state income taxes each will incur as a consequence of this benefit.

BENEFIT PLANS

409A Executive Retirement Plan and Cash Balance Retirement Plan

The Seaboard Corporation 409A Executive Retirement Plan (the “Executive Retirement Plan”) provides retirement benefits for a select group of the officers and managers, including the Named Executive Officers, other than E. Gonzalez and P. Brown. The Executive Retirement Plan was amended and restated effective January 1, 2013. The Executive Retirement Plan gives credit for all years of service with Seaboard, both before and after becoming a participant. For years of service before becoming a participant (pre-participation service), the benefit is equal to 0.65 percent of the final average remuneration (salary plus bonus) of the participant, plus 0.50 percent of final average remuneration of the participant in excess of Social Security Covered Compensation, all multiplied by the participant’s pre-participation service. For years of service after becoming a participant (post-participation service), the benefit is equal to 2.5 percent of the final average remuneration of the participant, multiplied by the participant’s years of post-participation service. The amendment to the Executive Retirement Plan effective January 1, 2013 limits, and in some circumstances establishes, the final average remuneration and limits the years of post-participation service eligible to calculate the benefit. The benefit amount determined by the formula is reduced by the following: (i) the amount such participant has accrued under the Seaboard Corporation Pension Plan (described below); and (ii) the benefit earned under the Executive Retirement Plan from 1994 through 1996 that resulted in cash payments from the plan that were based on the cost to purchase such benefit. Benefits under the Executive Retirement Plan are currently unfunded. As of December 31, 2022, all of the participating Named Executive Officers were fully vested, as defined in the Executive Retirement Plan. For the accrued benefit as of December 31, 2012 (the “Pre-2013 Benefit”), the ordinary form of payment of the benefit is pursuant to a “Single Lump Sum Payment,” which is equivalent in value to the benefit described above, payable in “Single Life Annuity” form. Under certain circumstances, the Executive Retirement Plan allows for optional forms of payment of the Pre-2013 Benefit. If the Pre-2013 Benefit will be paid pursuant to a lump sum, then payment will be made upon the earlier of: (i) the seventh month following separation from service; (ii) any change of control of Seaboard; or (iii) death or disability. If the Pre-2013 Benefit will be paid pursuant to an annuity, payment will begin in the seventh month following the month in which the participant has a separation from service, or at age 62, if later; or pursuant to a lump sum, in the event of the death or disability of the participant, or any change of control of Seaboard. The portion of the benefit which accrues after December 31, 2012 (“Post-2012 Benefit”) will be calculated as a lump sum on a date specified in the plan, and for the participating Named Executive Officers other than R. Steer, this balance will be increased or decreased based on the return of certain investments selected by the participant and paid upon the earlier of: (i) the participant’s separation from service; (ii) a change of control; or (iii) the death or disability of the participant. For participants who are not covered employees under Code Section 162(m), the Post-2012 Benefit will be paid as a lump sum on the earlier of: (i) the date specified in the plan; (ii) the seventh month following separation of service; (iii) any change of control of Seaboard; or (iv) death or disability. The Post-2012 Benefit for R. Steer was paid in 2017. The table in the Seaboard Corporation Pension Plan section below sets forth estimates of the present value as of December 31, 2022 of the accumulated benefits that would be payable to the participating Named Executive Officers under the Executive Retirement Plan at the earliest unreduced age (i.e., age 62), which estimates are calculated based on the assumptions described in Footnote 9 of Seaboard’s 2022 financial statements contained in its Annual Report.

The Seaboard Corporation Cash Balance Executive Retirement Plan (the “Cash Balance Retirement Plan”) provides retirement benefits for E. Gonzalez as an officer of Seaboard’s subsidiary, Seaboard Marine Ltd. The Cash Balance Retirement Plan was amended and restated effective August 1, 2020 and dated September 22, 2020. The Cash Balance Retirement Plan provides an alternative benefit in lieu of the Executive Retirement Plan because of a change in tax law which provided for adverse tax consequences to the employees of certain foreign subsidiaries. The benefit under the Cash Balance Retirement Plan is structured to approximate the benefit which would have been payable to the participant had he remained a participant in the Executive Retirement Plan; provided, however, pursuant to the Cash Balance Retirement Plan, each participant must recognize income equal to the annual increase in the accrued benefit under the plan, and Seaboard makes a cash distribution under the plan in an amount equal to the estimated amount of taxes which will be incurred by the participant based on the income recognized, which cash distribution is deducted from the amount of the accrued benefit. In conjunction with the adoption of the plan, each participant agreed that the accrued vested benefit under the Executive Retirement Plan would be paid pursuant to the provisions of the Cash Balance Retirement Plan. The accrued benefit under the Cash Balance Retirement Plan will be paid upon the earlier of: (i) the date specified in the Cash Balance Retirement Plan, which, for E. Gonzalez, is July 1, 2023; (ii) a separation of service; (iii) a change in control of Seaboard; or (iv) death or disability. Payment of all or a portion of the benefit may be delayed by up to six months in accordance with the then applicable provisions of the Internal Revenue Code. The benefit under the Cash Balance Retirement Plan is

currently unfunded. The Pension Benefits table below sets forth an estimate of the present value as of December 31, 2022 of the accumulated benefit that would be payable to E. Gonzalez under the Cash Balance Retirement Plan at the earliest unreduced age (i.e., age 62), not considering the distributions paid to each such participant prior to age 62 in an amount equal to the estimated income taxes required to be paid as a consequence of the plan for years prior to payment of the lump sum benefit, which estimate is calculated based on the same assumptions described in Footnote 9 of Seaboard’s financial statements contained in its Annual Report. Note that E. Gonzalez became a participant in the Executive Retirement Plan on January 1, 2005; however, he has been awarded three additional years of service, such that he is deemed to have joined the plan effective January 1, 2002. Such service is credited under the Cash Balance Retirement Plan.

Pension Plans

Seaboard provides defined benefits upon retirement for its domestic salaried and clerical employees who began employment on or before December 31, 2013 through the Seaboard Corporation Pension Plan (the “Corporation Plan”) or the Seaboard Marine Pension Plan (the “Marine Plan”) (collectively the “Plans”). The Named Executive Officers, other than E. Gonzalez and P. Brown, participate in the Corporation Plan, and E. Gonzalez participates in the Marine Plan. The benefits under the Corporation Plan and the Marine Plan are the same. Benefits under the Plans are generally based upon the number of years of service and a percentage of final average remuneration (salary plus bonus), subject to limitations under applicable federal law. As of December 31, 2022, all of the participating Named Executive Officers were fully vested, as defined in the Plans. Under the Plans, the benefit payment for a married participant is pursuant to a “50 Percent Joint and Survivor Annuity.” This means the participant will receive a monthly annuity benefit for his/her lifetime, and an eligible surviving spouse will receive a lifetime annuity equal to 50 percent of the participant’s benefit. The payment of the benefit for an unmarried participant is pursuant to a “Single Life Annuity.” The Plans allow for optional forms of payment under certain circumstances. The normal retirement age under the Plans is age 65. However, unreduced benefits are available at age 62 with five years of service. The Pension Benefits table below shows the present value of the accumulated benefits that would be payable under the Plans at the earliest unreduced commencement age (i.e., age 62).

Each of the participating Named Executive Officers (other than D. Rankin) is 100 percent vested under a particular defined benefit (“Benefit”) that was frozen at December 31, 1993 as part of the Plans. A definitive actuarial determination of the benefit amounts was made in 1995. The annual amounts payable upon retirement after attaining age 62 under this Benefit are as follows: R. Steer, $15,490; E. Gonzalez, $2,643; and D. Dannov, $8,346. Under the Plans, the payment of this benefit is pursuant to a “Ten-Year Certain and Continuous Annuity.” This means the participant would receive a monthly annuity benefit for his/her lifetime and, if the participant dies while in the ten-year certain period, the balance of the ten-year benefit would be paid to his/her designated beneficiary. If the participant dies while employed by Seaboard or after retirement, but before the commencement of benefits, monthly payments would be made to the participant’s beneficiary in the form of a 100 percent joint and survivor benefit. The Plans allow for optional forms of payment under certain circumstances.

The following table sets forth the Years of Credited Service, the Present Value of the Accumulated Benefit and the Payments During the Last Fiscal Year, pursuant to the specified Plans for each of the participating Named Executive Officers.

Pension Benefits



				Present			Payments
		Years of		Value of			During
		Credited		Accumulated			Last Fiscal
		Service		Benefit			Year
Name	Plan Name	(#)		($)			($)
Robert L. Steer	Executive Retirement Plan		33
	Pre-2013 Benefit				18,286,357			- 0 -
	Post-2012 Benefit				- 0 -			- 0 -
	Pension Plan		35		1,090,657			- 0 -

David H. Rankin	Executive Retirement Plan		23
	Pre-2013 Benefit				295,083			- 0 -
	Post-2012 Benefit				2,772,461			- 0 -
	Pension Plan		23		445,915			- 0 -

Edward A. Gonzalez	Cash Balance Retirement Plan		33		9,785,292	⁽¹⁾		- 0 -
	Pension Plan		33		819,900			- 0 -

David M. Dannov	Executive Retirement Plan		31.52
	Pre-2013 Benefit				9,791,964			- 0 -
	Post-2012 Benefit				2,193,449			- 0 -
	Pension Plan		32		995,404			- 0 -

SEC Form DEF 14A filed by Seaboard Corporation