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PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
Proposal 2: Approval of an Amendment to our Certificate of Incorporation to Provide for Officer Exculpation
Our Certificate of Incorporation currently limits the monetary liability of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) but similar limitations of liability are not applicable to our officers. Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to enable Delaware corporations to limit the liability of certain officers in limited circumstances. In light of this update, we are proposing to amend our Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.
The proposed revisions to Article V of our Certificate of Incorporation to limit officer liability are as follows:
“ARTICLE V
EXCULPATION; INDEMNIFICATION
To the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”) and any other applicable laws, no director or officer of the Corporation will be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer with respect to any acts or omissions in the performance of his or her duties as a director or officer of the Corporation. No amendment to or repeal of this ARTICLE V will apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to the effectiveness of such amendment or repeal. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of directors or officers shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
The Corporation shall, to the extent required, and may, to the extent permitted, by Section 102 and Section 145 of the DGCL as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto.
Notwithstanding the foregoing, the indemnification provided for in this ARTICLE V shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any by-law of this Corporation, agreement, vote or consent of stockholders or disinterested directors or otherwise.”
Delaware law only permits, and our proposed amendment would only permit, exculpation of certain officers for direct claims (as opposed to derivative claims made by shareholders on behalf of the Company) and would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The proposed amendment would not be retroactive to any act or omission occurring prior to its effective date. Further, the exculpation provision would only apply to certain officers, namely a person who (during the course of conduct alleged to be wrongful) (i) is or was president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) is or was identified in the Company’s public filings with the SEC as one of the most highly compensated executive officers of the Company; or (iii) has, by written agreement with the Company, consented to be identified as an officer for purposes of accepting service of process.
These proposed limits on the scope of our officers’ liability are intended to strike a balance between shareholders’ interest in accountability and their interest in the Company being able to attract and retain quality officers. The Nominating and Corporate Governance Committee and the Board considered the benefits and detriments of eliminating our officers’ personal liability under certain circumstances. Adopting the proposed amendment would better position the Company to attract top officer candidates and retain our current officers, by enabling the Company to assure those persons that exculpation to the extent permitted under Delaware law is available under applicable circumstances.
The nature of the role of corporate officers often requires them to make decisions on crucial matters and in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability based on hindsight regardless of merit, especially in the current litigious environment. Limiting our current and prospective officers’ concern about the risk of personal liability would empower them to best exercise their business judgment in furtherance of the interests of the Company and our shareholders.
The Board has considered the narrow class and type of claims for which officers’ liability would be exculpated and the benefits the Board believes would accrue to the Company and its shareholders – namely, an enhanced ability to attract and retain talented officers – and has determined that it would be advisable and in the best interest of the Company and our shareholders to amend our Certificate of
CONAGRA BRANDS 2024 PROXY STATEMENT 41
Changes to Target Compensation Opportunity for Fiscal 2024
As described above, the Committee examines a variety of factors including roles and responsibilities, peer compensation, market data, and individual, team, and Company performance when establishing target compensation opportunities for our NEOs. After considering those factors, including Mr. Connolly’s strong performance in fiscal 2023, the Committee increased Mr. Connolly’s salary for fiscal 2024 to $1,375,000 as of July 31, 2023 from $1,325,000, his target AIP award opportunity to 180% from 175%, and increased the grant date value of his award under the LTI Plan to $9,400,000 for fiscal 2024 from $8,800,000. Similar adjustments were made to our other NEOs’ salaries while no changes were made to target AIP award opportunities for our other NEOs, except for Mr. Eboli, as detailed below under “Base Salaries” and “Annual Incentive Plan.”
Our Approach to Additional Awards
Fiscal 2023 Additional Value Grants
The performance share plan concluding in fiscal 2022 (covering the fiscal 2020 to 2022 performance period) resulted in a 0% payout as a result of significant unexpected inflationary pressures. The Committee reviewed the performance of the Company during the fiscal 2020 to 2022 performance period and determined the 0% payout largely resulted from a 90-day lag between the financial impact of input cost inflation and the Company’s ability to offset input cost increases through customer pricing. Absent this lag, the fiscal 2020 to 2022 performance shares would have been earned near the target level. The Committee determined that the 0% result was not reflective of the LTI Plan participants’ strong performance during a period of historic macro-volatility and inflationary super cycle. In lieu of adjusting the payout for the fiscal 2020 to 2022 performance shares, the Committee provided the LTI Plan participants, including the NEOs, with the ability to re-earn a portion of the value lost in the fiscal 2020 to 2022 performance share program by providing additional target value in the fiscal 2023 LTI grant. The size of the additional value was informed by both the target value forfeited in the fiscal 2020 to 2022 performance period and individual performance during fiscal 2020 to 2022. A majority of the additional awards, 60%, was provided in performance shares which strongly incents performance during the fiscal 2023 to 2025 performance period. The remaining 40% was provided in RSUs vesting over three years which provides additional retention linkages to our critical leaders during a period of heightened demand for executive talent. The Committee does not intend to repeat the additional value approach going forward, recognizing it was a unique (one-time) approach to address a set of extraordinary circumstances.
Fiscal 2024 Performance and Retention Grants
The Committee leads the board oversight of succession planning for senior executives which includes an assessment of retention risk. On at least an annual basis, a complete succession plan for our Senior Leadership Team, including each of our NEOs, is presented and discussed with the full Board. The Committee considers retention risks and succession planning when making compensation decisions each year.
When considering fiscal 2024 compensation, the Committee recognized Mr. Connolly’s long tenure, his retirement eligibility under his employment agreement with the Company, and his proven track record in delivering strong performance, and determined that it was in the Company’s and our shareholders’ best interest to incent his continued leadership for a period of at least three years. Accordingly, the Committee approved the $10,000,000 CEO Performance and Retention Award on July 19, 2023. 80% ($8,000,000) of the CEO Performance and Retention Award target value was provided in fiscal 2024 to 2026 performance shares tied to 3-year Earnings Per Share and Net Sales goals, both of which are critical in building sustainable shareholder value. The remaining 20% ($2,000,000) of the CEO Performance and Retention Award target value was provided in RSUs that cliff vest three years from the grant date.
In order to secure Mr. Connolly’s long-term leadership, the Committee designed the CEO Performance and Retention Award to require his continued employment with limited exceptions and to incentivize the achievement of 3-year performance goals for 80% of the award to vest. The Committee’s setting of the overall value of the award was guided by the value of awards provided to similar CEOs (based on information provided by our outside advisor) and approximated the $9,400,000 target award value of Mr. Connolly’s fiscal 2024 annual LTI grant. The Committee’s selection of a mix of 80% Performance Shares and 20% RSUs and 3-year RSU cliff vesting for the CEO Performance and Retention Award compared to the mix of 60% Performance Shares and 40% RSUs and the 3-year RSU ratable vesting for his fiscal 2024 annual LTI grant reflected the Committee’s intention to emphasize both performance and retention with the award.
Based on a robust engagement process with our shareholders, we understand that shareholders strongly prefer providing equity through the annual LTI grants, rather than special grants. In this case, in light of the Company’s contractual obligations regarding Mr. Connolly’s LTI participation and the parameters of retirement eligibility under terms his existing employment agreement with the Company, Mr. Connolly’s annual LTI grants would not provide the desired retentive effect. Nonetheless, we are committing to not provide any additional special grants to Mr. Connolly during his CEO tenure.
Also on July 19, 2023, the Committee provided Mr. Marberger with a $2,500,000 target value performance and retention grant following an assessment of retention risk based on the competitive market for chief financial officer talent in the industry, his skills, more than 30 years of finance and leadership experience, tenure with the Company, and important role in the Company’s succession planning efforts. Similar to Mr. Connolly, the Committee wished to incent Mr. Marberger’s continued leadership for a period of at least three years, which the Committee believed was in the best interests of our shareholders. 60% ($1,500,000) of the target value of his retention grant was provided in fiscal 2024 to 2026 Performance Shares tied to 3-year Earnings Per Share and Net Sales goals, both of which are critical in building sustainable shareholder value. The remaining 40% ($1,000,000) of target value of his retention grant was provided in RSUs that cliff vest three years from the grant date. The overall value of the award was guided by the value of awards
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BENEFIT PROGRAMS
We offer a package of core employee benefits to our employees, including our named executive officers. With respect to health and welfare benefits, we offer health, dental, and vision coverage and life and disability insurance. The Company and employee participants share in the cost of these programs.
We offer a matching-gifts program through our Conagra Brands Foundation. To maximize community impact, the Conagra Brands Foundation offers matching gift opportunities to all employees, including the named executive officers. Donations made by the Foundation on behalf of a named executive officer are included in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2024.”
With respect to retirement benefits, we maintain a qualified 401(k) retirement plan (with a Company match on employee contributions and a nonelective employer contribution) and the named executive officers are entitled to participate in this plan on the same terms as other employees. Mr. McGough also participated in a qualified pension plan that was closed to new participants in 2013 and frozen effective December 31, 2017.
Some of the named executive officers and other employees at various levels of the organization participate in a voluntary deferred compensation plan. The voluntary deferred compensation plan enables us to pay retirement benefits in amounts that exceed the limitations imposed by the Internal Revenue Code of 1986, as amended (the Code) under our qualified plans. The plan allows the named executive officers, as well as a broader group of employees, to defer receipt of a portion of their base salary and annual cash incentive compensation. A Company match is made on deferrals of any compensation above the Internal Revenue Service (IRS) annual compensation limit ($345,000 for calendar year 2024, and $330,000 for calendar year 2023), and a nonelective contribution is made on compensation above the limit. The program permits executives to save for retirement in a tax-efficient way at minimal administrative cost to the Company. Executives who participate in the program are not entitled to above-market (as defined by the SEC) or guaranteed rates of return on their deferred funds.
We include contributions made by the Company to the named executive officers’ 401(k) plan and voluntary deferred compensation accounts in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2024.” We provide a complete description of these retirement programs under the headings “Pension Benefits—Fiscal 2024” and “Nonqualified Deferred Compensation—Fiscal 2024” below.
SECURITY POLICY
The Committee has determined that it is appropriate to cover Mr. Connolly by our security policy. As a result, Mr. Connolly is required to take corporate aircraft for all business and personal air transportation and to utilize a company car and driver for his commute and other transportation to and from our corporate office. To offset a portion of the incremental cost to the Company of his personal use of corporate aircraft, we entered into an aircraft time share agreement with Mr. Connolly. Under the agreement, Mr. Connolly is responsible for reimbursing us, in cash, certain amounts to help offset a portion of our incremental costs of personal flights, consisting of the cost of fuel and incidentals such as landing and parking fees, airport taxes, and catering costs for such flights. We do not charge for the fixed costs that would be incurred in any event to operate the Company aircraft (for example, aircraft purchase costs, maintenance, insurance, and flight crew salaries). Mr. Connolly’s reimbursement obligation to the Company begins once the incremental cost of his personal flights exceeds $150,000 in a fiscal year. Under SEC’s rules, Mr. Connolly’s personal use of corporate aircraft and 100% of his use of a company car and driver is considered a perquisite and the incremental cost to us of providing these benefits in fiscal 2024 is included in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2024.”
A copy of the Conagra Brands, Inc. Aircraft Use Policy is available to any shareholder who requests it from the Corporate Secretary at 222 Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654.
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
Agreement with Mr. Connolly
We entered into a letter agreement with Mr. Connolly on August 2, 2018, which replaced Mr. Connolly’s prior employment agreement that expired on August 1, 2018. The letter agreement generally describes Mr. Connolly’s duties and responsibilities as CEO, and provides for a minimum base salary of $1.2 million subject to review and possible increase by the Committee and the Board’s independent directors, as well as a customary vacation allowance. The letter agreement also outlines Mr. Connolly’s participation in our incentive compensation programs. Regarding the annual incentive program, the agreement provides that Mr. Connolly’s target opportunity will be at least 150% of his base salary. With respect to long-term incentives, Mr. Connolly is entitled each year to receive a targeted long-term award opportunity with a value of at least $7.5 million for any routine three-year performance period approved by the Committee, subject to the terms and conditions established by the Committee.
The agreement subjects Mr. Connolly to our stock ownership guidelines. Mr. Connolly also remains bound to certain provisions in his prior employment agreement that survived the expiration of such agreement, including a one-year post-employment non-competition restriction and our standard confidentiality and non-solicitation agreement.
62 CONAGRA BRANDS 2024 PROXY STATEMENT
Anti-Pledging / Hedging Policy
Our directors and executive officers, including our named executive officers, are prohibited from pledging their shares of Company stock or hedging their ownership of Company stock, including by trading in publicly-traded options, puts, calls, or other derivative instruments related to Company stock or debt. Our hedging policy for directors and executive officers does not apply to other employees.
Clawback Policy
Since 2012, the Company has had a clawback policy in place that required excess amounts paid to any culpable senior officer under our incentive compensation programs to be recovered in the event of a material restatement of the Company’s financial statements resulting from the fraudulent, dishonest, or reckless actions of such senior officer. During fiscal 2024, we made revisions to our Clawback Policy to align with new listing standards and rules of the NYSE. In accordance with the NYSE rules, our Mandatory Clawback Policy requires the Board to recoup excess incentive-based compensation paid to our executive officers as a result of a material restatement of the Company’s financial statements. Additionally, in 2024, the Board updated our Supplemental Clawback Policy to give the Board discretion to recoup compensation, in the absence of a restatement, from a culpable senior officer in the event of significant financial or reputational harm to the Company resulting from such senior officer’s fraudulent, dishonest, willful, or reckless actions.
Additional Information on the Committee’s Compensation Consultant
The Committee engaged FW Cook directly to assist it in obtaining and reviewing information relevant to its compensation decisions. The independence and performance of FW Cook are of the utmost importance to the Committee. As a result, Committee policy prevents management from directly engaging the consultant without the prior approval of the Committee’s Chair. For fiscal 2024, FW Cook did not provide any additional services to us or our affiliates. In addition, the Committee reviews the types of services provided by the consultant and all fees paid for those services on a regular basis and conducts a formal evaluation of the consultant on an annual basis. The Committee assessed the independence of FW Cook, as required under NYSE listing rules. The Committee has also considered and assessed all relevant factors, including those required by the SEC that could give rise to a potential conflict of interest with respect to FW Cook during fiscal 2024. Based on this review, the Committee did not identify any conflict of interest raised by the work performed by FW Cook.
Tax and Accounting Implications of the Committee’s Compensation Decisions
U.S. federal income tax law prohibits us from taking a tax deduction for certain compensation paid in excess of $1 million to certain executive officers (and, beginning in 2018, certain former executive officers). Historically, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit. This exception was repealed for our programs with the Tax Cuts and Jobs Act, effective for taxable years beginning after December 31, 2017.
With the repeal of the “performance-based compensation” provisions of Section 162(m) of the Code, compensation granted by the Committee may, more frequently, be non-deductible. The Committee believes that the tax deduction limitation should not be permitted to compromise its ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.
Use of Adjustments in Incentive Programs
Our goal is to pay incentives based on the same underlying business trends and results that our investors are using to measure Company performance. To incent management to make decisions that have positive, long-term impacts, even at the expense of shorter-term results, and to prevent one-time gains and losses from having too great of an impact on incentive payouts, the Committee designed its programs to exclude certain items impacting comparability from results in the fiscal 2024 AIP and the fiscal 2022 to fiscal 2024 cycle of Performance Shares. The metrics for the fiscal 2024 AIP were fiscal 2024 Adjusted Operating Profit (weighted at 50%), Adjusted Net Sales (weighted at 25%), and Adjusted Free Cash Flow (weighted at 25%). The metric for the fiscal 2022 to fiscal 2024 cycle of Performance Shares was Adjusted EPS for the fiscal 2022 through fiscal 2024 period (weighted at 100%).
In both the fiscal 2024 AIP and the fiscal 2022 to fiscal 2024 Performance Shares, the Committee approved adjustments to our financial metrics that are consistent with the adjustments used to calculate non-GAAP financial measures presented to investors in our discussions of comparable earnings results, except for Adjusted Net Sales. Adjusted Net Sales generally aligns with Organic Net Sales, a non-GAAP financial measure, however, Adjusted Net Sales for compensation purposes does not give effect to the $(28.6) million impact of foreign exchange. Additionally, Adjusted Free Cash Flow used for compensation purposes aligns with Free Cash Flow, a non-GAAP financial measure. See Appendix A to this Proxy Statement for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measure.
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Appendix B
AMENDED and RESTATED
CERTIFICATE OF INCORPORATION OF
CONAGRA BRANDS, INC.
(Effective September 23, 2022_______________, 2024)
Conagra Brands, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
First: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 5, 1975. The name of the Corporation when it was originally incorporated was ConAgra, Inc. A restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 1, 2005, under the name ConAgra Foods, Inc. (the “Restated Certificate of Incorporation”). An amended and restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 9, 2016 to change the Corporation’s corporate name to Conagra Brands, Inc. (there being no other amendments) and restate the other provisions of the Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”).
Second: This Restated Certificate of Incorporation of Conagra Brands, Inc. only restates and integrates and does not further amend the provisions of the Amended and Restated Certificate of Incorporation, as theretofore amended or supplemented. There is no discrepancy between the provisions of this Restated Certificate of Incorporation of Conagra Brands, Inc. and the provisions of the Amended and Restated Certificate of Incorporation, as theretofore amended or supplemented. This Restated Certificate of Incorporation of Conagra Brands, Inc. was duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.
Third: The text of the Amended and Restated Certificate of Incorporation is hereby restated and integrated in its entirety to provide as herein set forth in full.
ARTICLE I
NAME
The name of the Corporation shall be “Conagra Brands, Inc.”
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSES
The general nature of the business and the objects and purposes proposed to be transacted, promoted and carried on by the Corporation are to do any and all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, including:
(a)To manufacture, purchase, acquire, prepare, produce, own, hold, store, process, prepare for market, preserve, package, deal in, trade in, sell, distribute, mortgage, pledge and dispose of flour, feed grain, agricultural products, articles manufactured from agricultural products, and any articles, materials, ingredients, goods, wares, merchandise, products, machinery, equipment and property related or incidental thereto or useful, necessary or convenient in connection therewith.
(b)To operate factories, warehouses, elevators, and other buildings for manufacturing, buying, selling, handling, and storing flour, feed grain, agricultural products and articles manufactured from agricultural products, to conduct a public warehouse business, and to engage in, carry on, or otherwise conduct, or employ others to conduct, general research or investigation for the development of new or improved products or by-products and the use of such products or by-products as food, and for improving the ease or efficiency of the products, operations and procedures of the Corporation or for other purposes.
(c)To promote, institute, enter into, conduct, perform, assist or participate in every kind of commercial, agricultural, mercantile, manufacturing, mining or industrial enterprise, business, work, contract, undertaking, venture and operation in any part of the world and, for any such purpose, to purchase, lease and otherwise acquire, take over, hold, sell, liquidate and otherwise dispose of the real estate, crops, livestock, plants, equipment, inventory, merchandise, materials, stock, good will, rights, franchises, concessions, patents, trademarks and trade names and other properties of the corporations, associations, partnerships, firms, trustees, syndicates, ventures, combinations, organizations and other entities located in or organized under the laws of any part of the world; to continue,
CONAGRA BRANDS 2024 PROXY STATEMENT B-1
alter, exchange and develop their business, assume their liabilities, guarantee or become surety for the performance of their obligations, reorganize their capital and participate in any way in their affairs, and to take over, as a going concern and to continue in its own name, any business so acquired, all in accordance with and to the extent permitted by law.
(d)To borrow or raise moneys for any of the purposes of the Corporation and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute, issue, and grant promissory notes, drafts, bills of exchange, warrants, options, bonds, debentures, and other negotiable or non-negotiable instruments, evidences of indebtedness and agreements; to secure the payment thereof and of the interest thereon and the performance thereof by mortgage upon, or pledge, conveyance, or assignment in trust of, the whole or any part of the assets of the Corporation, whether at the time owned or thereafter acquired; and to sell, pledge, or otherwise dispose of such securities or other obligations of the Corporation for its corporate purposes.
(e)To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations of the State of Delaware or any other state, country, nation or government and, while the owner of said stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon.
(f)To pay for any property, securities, rights or interests acquired by this Corporation in cash or other property, rights or interests held by this Corporation, or by issuing and delivering in exchange therefor its own property, stock, shares, bonds, debentures, notes, warrants for stock, certificates of indebtedness or other obligations or securities howsoever evidenced.
(g)To carry on all or any part of its business objects or purposes as principal, factor, agent, contractor or otherwise, either alone or as a member of, or associated with any corporation, association, partnership, firm, trustee, syndicate, individual, combination, organization, joint venture or entity in any part of the world.
(h)In carrying on its business and for the purpose of furthering its objects and purposes, to enter into and perform agreements and contracts of any nature with any government, state, territory, district, municipality, political or governmental division or subdivision, body politic, corporation, association, partnership, firm, trustee, syndicate, individual, combination, organization or entity whatsoever.
(i)To have one or more offices, to carry on all or any of its operations and business and, without restriction or limit as to amount, to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of any such State, District, Territory, Colony or Country.
It is the intention that the objects and purposes specified in the foregoing clauses of this ArticleARTICLE III shall not be in any wise limited or restricted by reference to or inference from the terms of any other clause of this or any other Articles in these ArticlesARTICLES in this Certificate of Incorporation, but that the objects and purposes specified in each of the clauses of this ArticleARTICLE III shall be regarded as independent objects and purposes. It is also the intention that said clauses be constructed both as purposes and powers; and generally, that the corporationCorporation shall be authorized to exercise and enjoy all other powers, rights, and privileges granted to or conferred upon a corporation of this character by the laws of the State of Delaware, and the enumeration of certain powers as herein specified is not intended as exclusive of or as waiver of any of the powers, rights or privileges granted or conferred by the laws of said State, now or hereinafter in force.
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporationCorporation shall have authority to issue is One Billion Two Hundred Eighteen Million Fifty Thousand (1,218,050,000) shares, divided into One Billion Two Hundred Million (1,200,000,000) shares of Common Stock of a par value of Five Dollars ($5.00) per share; One Hundred Fifty Thousand (150,000) shares of Class B Preferred Stock of a par value of Fifty Dollars ($50.00) per share; Two Hundred Fifty Thousand (250,000) shares of Class C Preferred Stock of a par value of One Hundred Dollars ($100.00) per share; One Million One Hundred Thousand (1,100,000) shares of Class D Preferred Stock without par value; and Sixteen Million Five Hundred Fifty Thousand (16,550,000) shares of Class E Preferred Stock without par value.
The Class B Preferred Stock of this corporationCorporation may be divided into and issued in series, and each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. All shares of this Class shall be identical except as to the following relative rights and preferences as to which there may be variations between different series within Class B as determined by the Board of Directors: (a) the rate of dividend; (b) whether the shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption; (c) the amount payable upon shares in event of voluntary or involuntary liquidation; (d) sinking fund provisions, if any, for the redemption or purchase of shares; and (e) the terms and conditions, if any, on which shares may be converted.
The Class C Preferred Stock of this corporationCorporation may be divided into and issued in series, and each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The shares of this Class shall not have any priority over Class B Preferred Stock as to payment of dividends or as to distribution of assets upon liquidation, distribution or winding up of the corporationCorporation. All shares of this Class shall be identical except as to the following relative rights and preferences as to which there may be variations between different series within Class C as determined by the Board of Directors: (a) whether such shares shall be granted voting rights and, if so, to what extent and upon what terms and conditions; (b) the rates and
B-2 CONAGRA BRANDS 2024 PROXY STATEMENT
times at which, and the terms and conditions on which, dividends on such shares shall be paid and any dividend rights of cumulation; (c) whether such shares shall be granted conversion rights and, if so, upon what terms and conditions; whether the corporationCorporation shall have the right to redeem such shares and, if so, upon what terms and conditions; (ed) the liquidation rights (if any) of such shares, including whether such shares shall enjoy any liquidation preference over the common stock; and (fe) such other designations, preferences, relative rights and limitations (if any) attaching to such shares.
The Class D Preferred Stock of this corporationCorporation may be divided into and issued in series, and each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The shares of this Class shall not have any priority over Class B Preferred Stock or Class C Preferred Stock as to the payment of dividends or as to the distribution of assets upon liquidation, distribution or winding up of the corporationCorporation. All shares of this Class shall be identical except as to the following relative right and preferences as to which there may be variations between different series within Class D as determined by the Board of Directors: (a) whether such shares shall be granted voting rights and, if so, to what extent and upon what terms and conditions; (b) the rates and times at which, and the terms and conditions on which, dividends on such shares shall be paid and any dividend rights of cumulation; (c) whether such shares shall be granted conversion rights and, if so, upon what terms and conditions; (d) whether the corporationCorporation shall have the right to redeem such shares and, if so, upon what terms and conditions; (e) the liquidation rights (if any) of such shares, including whether such shares shall enjoy any liquidation preference over the common stock; and (ef) such other designations, preferences, relative rights and limitations (if any) attaching to such shares.
The Class E Preferred Stock of this corporationCorporation may be divided into and issued in series, and each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The shares of this Class shall not have any priority over Class B Preferred Stock, Class C Preferred Stock or Class D Preferred Stock as to the payment of dividends or as to the distribution of assets upon liquidation, distribution or winding up of the corporationCorporation. All shares of this Class shall be identical except as to the following relative rights and preferences as to which there may be variations between different series within Class E as determined by the Board of Directors: (a) whether such shares shall be granted voting rights and, if so, to what extent and upon what terms and conditions; (b) the rates and times at which, and the terms and conditions on which, dividends on such shares shall be paid and any dividend rights of cumulation; (c) whether such shares shall be granted conversion rights and, if so, upon what terms and conditions; (d) whether the corporationCorporation shall have the right to redeem such shares and, if so, upon what terms and conditions; (e) the liquidation rights (if any) of such shares, including whether such shares shall enjoy any liquidation preference over the common stock; and (f) such other designations, preferences, relative rights and limitations (if any) attaching to such shares.
No transfer of stock of this corporationCorporation shall be operative until entered upon the books of the corporationCorporation.
ARTICLE V
EXCULPATION; INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the extent permitted, by Section 102 and Section 145 of Delaware General Corporation Law (“DGCL”) as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto.
To the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”) and any other applicable laws, no director or officer of the Corporation will be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer with respect to any acts or omissions in the performance of his or her duties as a director or officer of the Corporation. No amendment to or repeal of this ARTICLE V will apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to the effectiveness of such amendment or repeal. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of directors or officers shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
The Corporation shall, to the extent required, and may, to the extent permitted, by Section 102 and Section 145 of Delaware General Corporation Lawthe DGCL as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse pursuant thereto. With respect to acts or omissions occurring on or after September 18, 1986, no director shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit.
Notwithstanding the foregoing, the indemnification provided for in this ARTICLE V shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any by-law of this Corporation, agreement, vote or consent of stockholders or disinterested directors or otherwise.
Notwithstanding the foregoing, the indemnification provided for in this ARTICLE V shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any by-law of this Corporation, agreement, vote or consent of stockholders or disinterested directors or otherwise.
CONAGRA BRANDS 2024 PROXY STATEMENT B-3
ARTICLE VI
DURATION
The Corporation shall have perpetual existence.
ARTICLE VII
POWERS
The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporationCorporation, and it is expressly provided that they are intended to be in furtherance and not in limitation or exclusion of the powers conferred by the statutes of the State of Delaware.
(a)The affairs of this Corporation shall be conducted by a Board of Directors. The number of directors of the Corporation, not less than nine (9) nor more than sixteen (16), shall be fixed from time to time by the Bylaws. By-Laws. Until the annual election of directors by the stockholders of the Corporation in 2008, the directors of the Corporation shall be divided into three classes: Class I, Class II and Class III, each such class, as nearly as possible, to have the same number of directors. The term of office of the class of directors elected in 2003 shall expire at the annual election of directors by the stockholders of the Corporation in 2006, the term of office of the class of directors elected in 2004 shall expire at the annual election of directors by the stockholders of the Corporation in 2007, and the term of office of the class of directors elected in 2005 shall expire at the annual election of directors by the stockholders of the Corporation in 2008, or in each case thereafter when their respective successors are elected by the stockholders and qualify. At each annual election of directors by the stockholders of the Corporation held after 2005, the directors chosen to succeed those whose terms are then expired shall be elected by the stockholders of the Corporation for a term ending at the annual election of directors by the stockholders of the Corporation following the annual election of directors by the stockholders of the Corporation at which the director was elected, or thereafter when their respective successors in each case are elected by the stockholders and qualify. Commencing with the annual election of directors by the stockholders of the Corporation in 2008, the classification of the Board of Directors shall terminate and all directors shall be of one class.
(b)The books of the Corporation may be kept within or without the State of Delaware at such place or places as may be designated from time to time by the Board of Directors.
(c)The Board of Directors may make, alter or repeal the By-LawsBylaws of the Corporation except as otherwise provided therein.
(d)The Board of Directors may authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation, may hold meetings outside the State of Delaware, may declare and pay stock dividends, and may set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserves in the manner in which it was created.
(e)In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors is hereby empowered to exercise all such powers and to do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statuesstatutes of Delaware, of this certificate of incorporationCertificate of Incorporation and of any ByLawsBylaws from time to time made by the stockholders; provided, however, that no By-LawsBylaws so made shall invalidate any prior act of the Board of Directors which would have been valid if such ByLawsBylaws had not been made.
ARTICLE VIII
MEETINGS OF STOCKHOLDERS
The time for holding meetings of Stockholdersstockholders for the election of a Board of Directors and for holding any special meetings of the Stockholdersstockholders shall be as provided for by the ByLawsBylaws adopted by the Board of Directors.
ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articlesthis Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon Stockholdersstockholders herein are granted subject to this reservation.
ARTICLE X
INTERESTED DIRECTORS
No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(a) the (a)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the
B-4 CONAGRA BRANDS 2024 PROXY STATEMENT
ARTICLE XIV
PROHIBITION OF “GREENMAIL”
A.Any purchase or other acquisition, directly or indirectly, in one or more transactions, by the Company or any Subsidiary (as hereinafter defined) of the Company of any shares of Voting Stock (as hereinafter defined) or any Voting Stock Right (as hereinafter defined) known by the Company to be beneficially owned by any Interested Stockholder (as hereinafter defined) who has purchased or otherwise acquired any such Voting Stock or Voting Stock Right within two years prior to the date of such purchase or other acquisition from the Company or Subsidiary shall, except as hereinafter expressly provided, require the affirmative vote of at least a majority of all votes entitled to be cast by the holders of the Voting Stock (excluding Voting Stock held by an Interested Stockholder) voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or any agreement with any national securities exchange, or otherwise, but no such affirmative vote shall be required with respect to any purchase or other acquisition by the Company or any of its Subsidiaries of Voting Stock or Voting Stock Rights purchased at or below Fair Market Value (as hereinafter defined) or made as part of a tender or exchange offer made on the same terms to all holders of such securities and complying with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder or in a Public Transaction (as hereinafter defined).
B.For the purposes of this ArticleARTICLE XIV:
1.An “Affiliate” of, or a person “Affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
2.The term “Associate” used to indicate a relationship with any person, means (1) any corporation or organization (other than the Company or a Subsidiary of the Company) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 5% or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.
3.A person shall be a “beneficial owner” of any Voting Stock or Voting Stock Right:
(a)which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or
(b)which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) any right to vote pursuant to any agreement, arrangement or understanding; or
(c)which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any security of any class of the Company or any of its Subsidiaries.
(d)For the purposes of determining whether a person is an Interested Stockholder, the relevant class of securities outstanding shall be deemed to include all such securities of which such person is deemed to be the “beneficial owner” through application of this subparagraph 3, but shall not include any other securities of such class which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion right, warrants or options, or otherwise, but are not yet issued.
4.“Fair Market Value” means, for any share of Voting Stock or any Voting Stock Right, the average of the closing sale prices during the 30-day period immediately preceding the repurchase of such Voting Stock or Voting Stock Right, as the case may be, on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such Voting Stock or Voting Stock Right, as the case may be, is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such Voting Stock or Voting Stock Rights, as the case may be, is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such Voting Stock or Voting Stock Right, as the case may be, is listed, or if such Voting Stock or Voting Stock Right, as the case may be, is not listed on any such exchange, the average of the closing bid quotations with respect to a share of such Voting Stock or Voting Stock Right, as the case may be, during the 90-day period immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the Fair Market Value on the date in question of a share of such Voting Stock or Voting Stock Right, as the case may be, as determined by the Board of Directors in good faith.
5.“Interested Stockholder” shall mean any person (other than (i) the Company, (ii) any of its Subsidiaries, (iii) any benefit plan or trust of or for the benefit of the Company or any of its Subsidiaries, (iv) any trustee, agent or other representative of any of the foregoing, or (v) any person who beneficially owned more than 3% of any class of Voting Stock on July 11, 1985), who or which:
(a)is the beneficial owner, directly or indirectly, of more than 3% of any class of Voting Stock (or Voting Stock Rights with respect to more than 3% of any such class); or
CONAGRA BRANDS 2024 PROXY STATEMENT B-7
Pay vs Performance Disclosure
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12 Months Ended |
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May 26, 2024
USD ($)
$ / shares
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May 28, 2023
USD ($)
$ / shares
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May 29, 2022
USD ($)
$ / shares
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May 30, 2021
USD ($)
$ / shares
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average | | Average | | Value of Initial Fixed $100 | | | | | | | Summary | | | | Summary | | Compensation | | Investment Based On: | | | | Company | | | Compensation | | Compensation | | Compensation | | Actually Paid | | Total Shareholder | | TSR (S&P 500 | | Net | | Selected | | | Table Total for | | Actually Paid | | Table Total for | | to Non-PEO | | Return (TSR), | | Packaged | | Income | | Measure: | Fiscal | | PEO(1) | | to PEO(2) | | Non-PEO NEOs(3) | | NEOs(4) | | Conagra | | Foods Index) | | ($in | | Adj. EPS(5) | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | millions) | | ($) | 2024 | | 24,030,226 | | 7,319,776 | | 4,304,712 | | 1,400,454 | | 100.95 | | 123.88 | | 347.7 | | 2.67 | 2023 | | 18,720,100 | | 31,185,315 | | 4,441,115 | | 6,840,948 | | 110.86 | | 137.44 | | 683.2 | | 2.77 | 2022 | | 11,947,054 | | (896,941) | | 3,114,508 | | 635,033 | | 101.71 | | 124.42 | | 888.2 | | 2.41 | 2021 | | 11,770,023 | | 24,526,984 | | 3,160,545 | | 5,554,173 | | 112.71 | | 118.79 | | 1,300.9 | | 2.66 |
The PEO and NEOs included in the above compensation columns reflect the following: | | | | | Fiscal Year | | PEO | | NEOs | 2024 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Alexandre Eboli | 2023 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Charisse Brock | 2022 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Alexandre Eboli | 2021 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Colleen Batcheler |
| (1) | The amounts reported in this column reflect the total compensation reported for Conagra Brands’ principal executive officer (PEO), Mr. Connolly, for each corresponding year in the “Total” column of the Summary Compensation Table (Total compensation). Refer to the “Compensation of Executive Officers—Summary Compensation Table.” |
| (2) | The amounts reported in this column represent the compensation actually paid (or CAP) to Mr. Connolly in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned or paid to Mr. Connolly during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments shown in the first table following footnote 4 below were made to Mr. Connolly’s Total compensation for each year to determine the CAP. |
| (3) | The amounts reported in this column reflect the average Total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Compensation of Executive Officers—Summary Compensation Table.” |
| (4) | The amounts reported in this column represent the average of CAP for the non-PEO NEOs in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned or paid to such non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments shown in the second table below were made to the average Total compensation for the non-PEO NEOs for each year to determine the CAP. |
Adjustments for PEO: | | | | | | | | | | | Summary | | | | | | | | | Compensation Table | | Value of Equity | | Equity Award | | Compensation | Fiscal | | Total(1) | | Stock Awards(a) | | Adjustments(b) | | Actually Paid | Year | | ($) | | ($) | | ($) | | ($) | 2024 | | 24,030,226 | | (18,854,433) | | 2,143,983 | | 7,319,776 | 2023 | | 18,720,100 | | (14,444,447) | | 26,909,662 | | 31,185,315 | 2022 | | 11,947,054 | | (7,976,396) | | (4,867,599) | | (896,941) | 2021 | | 11,770,023 | | (7,722,276) | | 20,479,237 | | 24,526,984 |
Average Adjustments for Non-PEO NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary | | | | | | Change in Actuarial | | Aggregate Service | | | | | Compensation Table | | Value of Equity | | Equity Award | | Present Value | | Cost for Pension | | Compensation | | | Total(1) | | Stock Awards(a) | | Adjustments(b) | | of Pension Benefits | | Benefits | | Actually Paid | Fiscal Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | 2024 | | 4,304,712 | | (2,545,927) | | (355,104) | | (3,227) | | 0 | | 1,400,454 | 2023 | | 4,441,115 | | (2,994,018) | | 5,393,851 | | 0 | | 0 | | 6,840,948 | 2022 | | 3,114,508 | | (1,641,750) | | (837,725) | | 0 | | 0 | | 635,033 | 2021 | | 3,160,545 | | (1,594,274) | | 3,987,902 | | 0 | | 0 | | 5,554,173 |
| (a) | The reported value of equity awards represents the grant date fair value of equity awards as reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The Company has not granted option awards since 2016. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction) of the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For awards granted in prior years that vest in the applicable year, the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) is included. The dollar value of any dividends paid on stock awards in the applicable year of the vesting date that are not otherwise reflected in the fair value or included in any other component of total compensation for the applicable year is included. The RSU fair value was estimated by discounting the fair value of the RSUs based on the dividend yield. These adjustments are listed in the tables below. |
Equity Award Adjustments for PEO: | | | | | | | | | | | | | | | | | | | | | + Fair Value as | | +/- Year Over Year | | - Fair Value at the | | + Value of Dividends | | | | | | | | | of Vesting | | Change in Fair | | End of Prior | | or Other Earnings | | | | | + Year End | | +/- Year Over | | Date of | | Value of Equity | | Year of Equity | | Paid on Stock or | | | | | Fair Value of | | Year Change | | Equity | | Awards | | Awards that | | Option Awards Not | | | | | Equity | | in Fair Value | | Awards | | Granted in | | Failed to Meet | | Otherwise | | | | | Awards | | of Outstanding | | Granted and | | Prior Years that | | Vesting | | Reflected in Fair | | Total Equity | | | Granted in | | and Unvested | | Vested in | | Vested in | | Conditions in | | Value or Total | | Award | Fiscal | | the Year | | Equity Awards | | the Year | | the Year | | the Year | | Compensation | | Adjustments | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | 2024 | | 14,078,130 | | (12,174,855) | | 0 | | (608,262) | | 0 | | 848,970 | | 2,143,983 | 2023 | | 17,612,830 | | 9,236,755 | | 0 | | 60,077 | | 0 | | 0 | | 26,909,662 | 2022 | | 7,782,827 | | (12,567,296) | | 0 | | (887,971) | | 0 | | 804,841 | | (4,867,599) | 2021 | | 10,009,874 | | 8,842,267 | | 0 | | 727,186 | | 0 | | 899,910 | | 20,479,237 |
Average Equity Award Adjustments for Non-PEO NEOs: | | | | | | | | | | | | | | | | | | | | | | | +/- Year Over | | | | | | | | | | | | | + Fair Value as | | Year Change | | - Fair Value at the | | + Value of Dividends | | | | | | | | | of Vesting | | in Fair | | End of Prior | | or Other Earnings | | | | | | | +/- Year Over | | Date of | | Value of Equity | | Year of Equity | | Paid on Stock or | | | | | + Year End | | Year Change | | Equity | | Awards | | Awards that | | Option Awards | | | | | Fair Value of | | in Fair Value | | Awards | | Granted in | | Failed to Meet | | Not Otherwise | | | | | Equity Awards | | of Outstanding | | Granted and | | Prior Years that | | Vesting | | Reflected in Fair | | Total Equity | | | Granted in | | and Unvested | | Vested in | | Vested in | | Conditions in | | Value or Total | | Award | Fiscal | | the Year | | Equity Awards | | the Year | | the Year | | the Year | | Compensation | | Adjustments | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | 2024 | | 1,972,698 | | (2,378,717) | | 0 | | (124,344) | | 0 | | 175,259 | | (355,104) | 2023 | | 3,650,755 | | 1,731,832 | | 0 | | 11,264 | | 0 | | 0 | | 5,393,851 | 2022 | | 1,607,110 | | (2,428,521) | | 0 | | (174,172) | | 0 | | 157,858 | | (837,725) | 2021 | | 2,066,549 | | 1,556,684 | | 0 | | 165,328 | | 0 | | 199,341 | | 3,987,902 |
| (5) | Adjusted EPS, our Company-Selected Measure, is calculated as described in “Additional Information on Compensation Practices and Policies — Use of Adjustments in Incentive Programs” in the “Compensation Discussion and Analysis” above. |
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| Company Selected Measure Name |
Adjusted EPS
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| Named Executive Officers, Footnote |
| | | | | Fiscal Year | | PEO | | NEOs | 2024 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Alexandre Eboli | 2023 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Charisse Brock | 2022 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Alexandre Eboli | 2021 | | Sean Connolly | | Dave Marberger, Tom McGough, Darren Serrao, Colleen Batcheler |
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| PEO Total Compensation Amount |
$ 24,030,226
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$ 18,720,100
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$ 11,947,054
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$ 11,770,023
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| PEO Actually Paid Compensation Amount |
$ 7,319,776
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31,185,315
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(896,941)
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24,526,984
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| Adjustment To PEO Compensation, Footnote |
| | | | | | | | | | | Summary | | | | | | | | | Compensation Table | | Value of Equity | | Equity Award | | Compensation | Fiscal | | Total(1) | | Stock Awards(a) | | Adjustments(b) | | Actually Paid | Year | | ($) | | ($) | | ($) | | ($) | 2024 | | 24,030,226 | | (18,854,433) | | 2,143,983 | | 7,319,776 | 2023 | | 18,720,100 | | (14,444,447) | | 26,909,662 | | 31,185,315 | 2022 | | 11,947,054 | | (7,976,396) | | (4,867,599) | | (896,941) | 2021 | | 11,770,023 | | (7,722,276) | | 20,479,237 | | 24,526,984 |
| (a) | The reported value of equity awards represents the grant date fair value of equity awards as reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The Company has not granted option awards since 2016. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction) of the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For awards granted in prior years that vest in the applicable year, the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) is included. The dollar value of any dividends paid on stock awards in the applicable year of the vesting date that are not otherwise reflected in the fair value or included in any other component of total compensation for the applicable year is included. The RSU fair value was estimated by discounting the fair value of the RSUs based on the dividend yield. These adjustments are listed in the tables below. |
Equity Award Adjustments for PEO: | | | | | | | | | | | | | | | | | | | | | + Fair Value as | | +/- Year Over Year | | - Fair Value at the | | + Value of Dividends | | | | | | | | | of Vesting | | Change in Fair | | End of Prior | | or Other Earnings | | | | | + Year End | | +/- Year Over | | Date of | | Value of Equity | | Year of Equity | | Paid on Stock or | | | | | Fair Value of | | Year Change | | Equity | | Awards | | Awards that | | Option Awards Not | | | | | Equity | | in Fair Value | | Awards | | Granted in | | Failed to Meet | | Otherwise | | | | | Awards | | of Outstanding | | Granted and | | Prior Years that | | Vesting | | Reflected in Fair | | Total Equity | | | Granted in | | and Unvested | | Vested in | | Vested in | | Conditions in | | Value or Total | | Award | Fiscal | | the Year | | Equity Awards | | the Year | | the Year | | the Year | | Compensation | | Adjustments | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | 2024 | | 14,078,130 | | (12,174,855) | | 0 | | (608,262) | | 0 | | 848,970 | | 2,143,983 | 2023 | | 17,612,830 | | 9,236,755 | | 0 | | 60,077 | | 0 | | 0 | | 26,909,662 | 2022 | | 7,782,827 | | (12,567,296) | | 0 | | (887,971) | | 0 | | 804,841 | | (4,867,599) | 2021 | | 10,009,874 | | 8,842,267 | | 0 | | 727,186 | | 0 | | 899,910 | | 20,479,237 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 4,304,712
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4,441,115
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3,114,508
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3,160,545
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,400,454
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6,840,948
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635,033
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5,554,173
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| Adjustment to Non-PEO NEO Compensation Footnote |
| | | | | | | | | | | Summary | | | | | | | | | Compensation Table | | Value of Equity | | Equity Award | | Compensation | Fiscal | | Total(1) | | Stock Awards(a) | | Adjustments(b) | | Actually Paid | Year | | ($) | | ($) | | ($) | | ($) | 2024 | | 24,030,226 | | (18,854,433) | | 2,143,983 | | 7,319,776 | 2023 | | 18,720,100 | | (14,444,447) | | 26,909,662 | | 31,185,315 | 2022 | | 11,947,054 | | (7,976,396) | | (4,867,599) | | (896,941) | 2021 | | 11,770,023 | | (7,722,276) | | 20,479,237 | | 24,526,984 |
Average Adjustments for Non-PEO NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary | | | | | | Change in Actuarial | | Aggregate Service | | | | | Compensation Table | | Value of Equity | | Equity Award | | Present Value | | Cost for Pension | | Compensation | | | Total(1) | | Stock Awards(a) | | Adjustments(b) | | of Pension Benefits | | Benefits | | Actually Paid | Fiscal Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | 2024 | | 4,304,712 | | (2,545,927) | | (355,104) | | (3,227) | | 0 | | 1,400,454 | 2023 | | 4,441,115 | | (2,994,018) | | 5,393,851 | | 0 | | 0 | | 6,840,948 | 2022 | | 3,114,508 | | (1,641,750) | | (837,725) | | 0 | | 0 | | 635,033 | 2021 | | 3,160,545 | | (1,594,274) | | 3,987,902 | | 0 | | 0 | | 5,554,173 |
| (a) | The reported value of equity awards represents the grant date fair value of equity awards as reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The Company has not granted option awards since 2016. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction) of the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For awards granted in prior years that vest in the applicable year, the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) is included. The dollar value of any dividends paid on stock awards in the applicable year of the vesting date that are not otherwise reflected in the fair value or included in any other component of total compensation for the applicable year is included. The RSU fair value was estimated by discounting the fair value of the RSUs based on the dividend yield. These adjustments are listed in the tables below. |
Average Equity Award Adjustments for Non-PEO NEOs: | | | | | | | | | | | | | | | | | | | | | | | +/- Year Over | | | | | | | | | | | | | + Fair Value as | | Year Change | | - Fair Value at the | | + Value of Dividends | | | | | | | | | of Vesting | | in Fair | | End of Prior | | or Other Earnings | | | | | | | +/- Year Over | | Date of | | Value of Equity | | Year of Equity | | Paid on Stock or | | | | | + Year End | | Year Change | | Equity | | Awards | | Awards that | | Option Awards | | | | | Fair Value of | | in Fair Value | | Awards | | Granted in | | Failed to Meet | | Not Otherwise | | | | | Equity Awards | | of Outstanding | | Granted and | | Prior Years that | | Vesting | | Reflected in Fair | | Total Equity | | | Granted in | | and Unvested | | Vested in | | Vested in | | Conditions in | | Value or Total | | Award | Fiscal | | the Year | | Equity Awards | | the Year | | the Year | | the Year | | Compensation | | Adjustments | Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | 2024 | | 1,972,698 | | (2,378,717) | | 0 | | (124,344) | | 0 | | 175,259 | | (355,104) | 2023 | | 3,650,755 | | 1,731,832 | | 0 | | 11,264 | | 0 | | 0 | | 5,393,851 | 2022 | | 1,607,110 | | (2,428,521) | | 0 | | (174,172) | | 0 | | 157,858 | | (837,725) | 2021 | | 2,066,549 | | 1,556,684 | | 0 | | 165,328 | | 0 | | 199,341 | | 3,987,902 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
COMPENSATION ACTUALLY PAID VS TSR 
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|
|
|
| Compensation Actually Paid vs. Net Income |
COMPENSATION ACTUALLY PAID VS NET INCOME 
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|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
COMPENSATION ACTUALLY PAID VS ADJ. EPS1 
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|
|
|
| Total Shareholder Return Vs Peer Group |
COMPENSATION ACTUALLY PAID VS TSR
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| Tabular List, Table |
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects our pay-for-performance philosophy. The metrics that we use for our executive awards are selected based on an objective of incentivizing our NEOs to increase the value for our shareholders. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows: Financial Performance Measures | | | Adjusted EPS | | | Adjusted Net Sales | | | Adjusted Operating Profit | | | Adjusted Free Cash Flow | | |
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|
|
|
| Total Shareholder Return Amount |
$ 100.95
|
110.86
|
101.71
|
112.71
|
| Peer Group Total Shareholder Return Amount |
123.88
|
137.44
|
124.42
|
118.79
|
| Net Income (Loss) |
$ 347,700,000
|
$ 683,200,000
|
$ 888,200,000
|
$ 1,300,900,000
|
| Company Selected Measure Amount | $ / shares |
2.67
|
2.77
|
2.41
|
2.66
|
| PEO Name |
Sean Connolly
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| Measure:: 1 |
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|
| Pay vs Performance Disclosure |
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|
| Name |
Adjusted EPS
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|
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| Non-GAAP Measure Description |
| (5) | Adjusted EPS, our Company-Selected Measure, is calculated as described in “Additional Information on Compensation Practices and Policies — Use of Adjustments in Incentive Programs” in the “Compensation Discussion and Analysis” above. |
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted Net Sales
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
|
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| Compensation Actually Paid vs. Other Measure |
COMPENSATION ACTUALLY PAID VS ADJ. OPERATING PROFIT1 
| (1) | Adjusted EPS and Adjusted Operating Profit are calculated as described in “Additional Information on Compensation Practices and Policies—Use of Adjustments in Incentive Programs” in the “Compensation Discussion and Analysis” above. |
|
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|
| Name |
Adjusted Operating Profit
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|
|
| Measure:: 4 |
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|
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| Pay vs Performance Disclosure |
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|
| Name |
Adjusted Free Cash Flow
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|
|
|
| PEO | Reported Value of Stock Awards |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (18,854,433)
|
$ (14,444,447)
|
$ (7,976,396)
|
$ (7,722,276)
|
| PEO | Equity Award Adjustments |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,143,983
|
26,909,662
|
(4,867,599)
|
20,479,237
|
| PEO | + Year End Fair Value of Equity Awards Granted in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
14,078,130
|
17,612,830
|
7,782,827
|
10,009,874
|
| PEO | +/- Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(12,174,855)
|
9,236,755
|
(12,567,296)
|
8,842,267
|
| PEO | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(608,262)
|
60,077
|
(887,971)
|
727,186
|
| PEO | + Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | - Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | + Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
848,970
|
0
|
804,841
|
899,910
|
| Non-PEO NEO | Reported Value of Stock Awards |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(2,545,927)
|
(2,994,018)
|
(1,641,750)
|
(1,594,274)
|
| Non-PEO NEO | Change in actuarial present value of pension benefits |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(3,227)
|
0
|
0
|
0
|
| Non-PEO NEO | Aggregate service cost for pension benefits |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Equity Award Adjustments |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(355,104)
|
5,393,851
|
(837,725)
|
3,987,902
|
| Non-PEO NEO | + Year End Fair Value of Equity Awards Granted in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,972,698
|
3,650,755
|
1,607,110
|
2,066,549
|
| Non-PEO NEO | +/- Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(2,378,717)
|
1,731,832
|
(2,428,521)
|
1,556,684
|
| Non-PEO NEO | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(124,344)
|
11,264
|
(174,172)
|
165,328
|
| Non-PEO NEO | + Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | - Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | + Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 175,259
|
$ 0
|
$ 157,858
|
$ 199,341
|