DEF 14A of Conagra Brands Inc., Aug 6, 2025

DEF 14A of Conagra Brands Inc.

Filed Aug 6, 2025 · FY20250000023217-25-000054

Open on EDGAR

  1. Director Refreshment

    Director Refreshment The Board uses its refreshment process to drive continued alignment of the Board’s membership with the needs of Conagra Brands. Seven of our current directors have joined our Board since 2018 through our refreshment process. The Board’s refreshment process involves maintaining a strong ratio of independent directors, and reviewing and evolving the skills matrix and other criteria for Board membership to support the Company’s strategic priorities, the evolving risk landscape, and growth opportunities. The Board also enables planned refreshment through its retirement policy contained in the Conagra Brands Corporate Governance Principles (Corporate Governance Principles), which provides that no director may be nominated to a new term if he or she would be over age 75 at the time of the election.

  2. Director Nominees

    Director Nominees The following biographies provide more detail regarding each nominee including their age on August 6, 2025, the date of this Proxy Statement.

  3. Director Nominees

    | ANIL ARORA | ✓Independent | Director since July 17, 2018 | | Age 64 Board Committees • Human Resources • Nominating and Corporate Governance | Highlighted Skills and Qualifications • Mr. Arora brings significant public company experience, C-suite leadership skills and insights, M&A experience and technology expertise to our Board. • Our Board benefits from his experience leading Yodlee from a start-up through its initial public offering and subsequent acquisition by Envestnet, including his service as vice chairman of Envestnet and chief executive officer of Envestnet | Yodlee (a financial technology and data intelligence company), as well as his previous leadership, strategy and marketing experience from Gateway, Inc. (a technology company), The Pillsbury Company, and Kraft Foods Group (consumer products companies). • Mr. Arora also adds relevant industry experience and experience with transformation to our Board from his past executive and board roles. | Professional Experience The TIFIN Group (2020 to 2024) - Senior Partner Envestnet | Yodlee (2015 to 2019) - Chief Executive Officer Yodlee, Inc. (2000 to 2015) - Chief Executive Officer Gateway, Inc. The Pillsbury Company Kraft Foods Group Other Public Boards ON24, Inc. (2022 to present) - Lead Independent Director (2023 to present) Past Public Boards Ping Identity Holding Corp. (2022) Envestnet, Inc. (2015 to 2021) Yodlee, Inc. (2011 to 2015) Visual Sciences, Inc. (2005 to 2008) |

  4. Director Nominees

    | THOMAS “TONY” K. BROWN | ✓ Independent | Director since October 15, 2013 | | Age 69 Board Committees • Audit / Finance • Nominating and Corporate Governance | Highlighted Skills and Qualifications • Mr. Brown brings valuable insights to our Board based on his global purchasing leadership experience and his service on other public company boards. • His experience as a board member for 3M and Tower International (publicly-traded, international manufacturing companies) provides him with a deep understanding of the Board’s risk oversight responsibilities. • Additionally, Mr. Brown adds valuable supply chain, capital management, and financing insights and expertise to our Board from experience leading Ford Motor Company’s (a global automotive company) global purchasing team and other senior leadership roles in global purchasing management and supply chain operations. | Professional Experience Ford Motor Company (1999 to 2013) - Group Vice President, Global Purchasing (2008 to 2013) - Various leadership positions in Global Purchasing United Technologies Corporation QMS, Inc. Digital Equipment Corporation Other Public Boards 3M Company (2013 to present) Past Public Boards Tower International, Inc. (2014 to 2019) |

  5. Director Nominees

    | EMANUEL “MANNY” CHIRICO | ✓ Independent | Director since February 1, 2021 | | Age 68 Board Committees • Audit / Finance | Highlighted Skills and Qualifications • Mr. Chirico brings C-suite executive experience, financial expertise, and experience with boards of other publicly-traded companies to our Board. • He provides valuable insights based on his substantial international business and management experience from his service as chairman and chief executive officer of PVH Corp. (a wholesale and retail apparel company), as well as his financial background as an audit partner and chief financial officer. • Mr. Chirico also brings robust expertise in M&A, human capital management, and risk and compliance oversight. | Professional Experience PVH Corp. (1993 to 2021) - Executive Chairman (2007 to 2021) - Chief Executive Officer (2006 to 2021) - President and Chief Operating Officer (2005 to 2006) - Executive Vice President and Chief Financial Officer (1998 to 2005) - Vice President and Controller (1993 to 1999) Ernst & Young LLP - Partner, Retail and Apparel Practice Group Other Public Boards Dick’s Sporting Goods, Inc. (2003 to present) Past Public Boards PVH Corp. (2005 to 2021) |

  6. Director Nominees

    | SEAN M. CONNOLLY | | Director since April 6, 2015 | | Age 59 Board Committees • Executive | Highlighted Skills and Qualifications • As our President and Chief Executive Officer, Mr. Connolly provides our Board with valuable insights on the Company, as well as significant market-facing experience from a career-long focus on building leading consumer brands in the food industry. • He contributes his broad understanding of governance issues from his experience as a board member of Hillshire (a consumer products company) and from his current board service to S. C. Johnson & Son, Inc. (a privately held consumer products company). • Mr. Connolly also brings substantial broad-based industry expertise and significant transactional experience to our Board from his career in different management roles within the consumer packaged goods industry. | Professional Experience Conagra Brands, Inc. (2015 to present) - President and Chief Executive Officer The Hillshire Brands Company (2012 to 2014) - President and Chief Executive Officer Sara Lee Corporation (2012) - Executive Vice President and Chief Executive Officer, Sara Lee North American Retail and Foodservice Campbell Soup Company The Procter & Gamble Company Other Public Boards None Past Public Company Boards The Hillshire Brands Company (2012 to 2014) |

  7. Director Nominees

    | GEORGE DOWDIE | ✓ Independent | Director since March 1, 2022 | | Age 69 Board Committees • Audit / Finance | Highlighted Skills and Qualifications • Mr. Dowdie brings strong international and human capital management experience to our board from his recent executive leadership roles at Starbucks (a multinational retailer of specialty coffee). • He provides our Board with valuable insights from his experience leading supply chain, product development, and food safety operations for leading consumer products in the food and beverage industries. • Mr. Dowdie also brings broad industry expertise as well as market-facing commercialization, innovation management, and new business development experience to our Board based on his experience from his roles at Campbell Soup Company, Seagram Co., Ltd., and Frito-Lay (consumer products companies). | Professional Experience Starbucks Corporation (2013 to 2023) - Executive Vice President, Global Supply Chain (2020 to 2023) - Senior Vice President, Global Food Safety, Quality & Regulatory (2013 to 2020) Campbell Soup Company Seagram Co. Ltd. Frito-Lay Other Public Boards None |

  8. Director Nominees

    | FRANCISCO FRAGA | ✓ Independent | Director Since September 14, 2023 | | Age 52 Board Committees • Audit / Finance | Highlighted Skills and Qualifications • Mr. Fraga brings valuable technology and cybersecurity expertise to our Board. • He provides insights grounded in his robust consumer products industry background and based on his experience leading information technology transformations. • Mr. Fraga also adds transformation, human capital, and risk management experience from his current role at McKesson Corporation (a diversified healthcare services company), where he has been instrumental in introducing new digital capabilities, and his past work at Campbell Soup Company and Procter & Gamble (consumer products companies) where he also oversaw digital innovations. | Professional Experience McKesson Corporation (2021 to present) - EVP, Chief Information Officer and Chief Technology Officer (2023 to present) - Senior Vice President and Chief Information Officer, U.S. Pharmaceutical (2021 to 2023) Campbell Soup Company, Inc. (2017 to 2021) - Senior Vice President and Chief Information & Technology Officer Procter & Gamble Company (1996 to 2017) Other Public Boards None |

  9. Director Nominees

    | RICHARD H. LENNY | ✓ Independent | Director since March 17, 2009 Independent Chair since May 28, 2018 | | Age 73 Board Committees • Audit / Finance (As Board Chair, deemed to be an ex-officio member, attending select meetings) • Executive (Chair) • Human Resources • Nominating and Corporate Governance (Chair) | Highlighted Skills and Qualifications • As a former executive officer with major consumer brand companies, Mr. Lenny brings a deep knowledge of strategy, marketing, and business development of consumer products in the food industry, both domestically and abroad. • He also brings extensive knowledge and understanding of corporate governance best practices from his board service to other publicly-traded companies. • Mr. Lenny provides strong leadership and expertise in leadership selection and development from his executive positions and his service in leadership capacities on the boards of other public companies, including as lead independent director of Illinois Tool Works Inc. (a diversified manufacturing company). | Professional Experience Friedman, Fleischer & Lowe, LLC (2011 to 2016) - Senior Advisor (2014 to 2016) - Operating Partner (2011 to 2014) The Hershey Company (2001 to 2007) - President and Chief Executive Officer Nabisco Biscuit Company Pillsbury Company Kraft Foods Other Public Boards Illinois Tool Works Inc. (2014 to present) - Lead Independent Director (2020 to present) Past Public Boards McDonald’s Corporation (2005 to 2023) Information Resources, Inc. (2013 to 2018) Discover Financial Services (2009 to 2018) The Hershey Company (2001 to 2007) |

  10. Director Nominees

    | MELISSA LORA | ✓ Independent | Director since January 4, 2019 | | Age 63 Board Committees • Audit / Finance (Chair) • Executive Committee • Nominating and Corporate Governance At the conclusion of the 2025 Annual Meeting, Ms. Lora will begin serving as the Chair of the Nominating and Corporate Governance Committee and conclude her service on the Audit / Finance Committee. | Highlighted Skills and Qualifications • As a former senior officer serving in various leadership roles at Taco Bell Corp., an operating division of Yum! Brands, Inc. (a multinational restaurant company), Ms. Lora brings strong leadership skills to our Board. • Additionally, she provides insights from her substantial international business experience and deep expertise in finance and M&A, and compliance oversight from more than a decade of service as a Chief Financial Officer, as well as more than a decade of service as the chair of the audit committee of KB Home (a home building company). • Ms. Lora also provides our Board with a broad understanding of governance issues facing publicly-traded companies from her board service to other public companies, including during her time as lead independent director of KB Home. | Professional Experience Taco Bell Corp., a subsidiary of Yum! Brands, Inc. (2001 to 2018) - President, Taco Bell International (2013 to 2018) - Global Chief Financial and Development Officer (2012 to 2013) - Chief Financial and Development Officer (2006 to 2012) - Chief Financial Officer (2001 to 2006) Other Public Boards NVIDIA Corporation (2023 to present) Past Public Boards KB Home (2004 to 2024) - Lead Independent Director (2016 to 2024) MGIC Investment Corporation (2018 to 2022) |

  11. Director Nominees

    | RUTH ANN MARSHALL | ✓ Independent | Director since May 23, 2007 | | Age 71 Board Committees • Executive • Human Resources (Chair) • Nominating and Corporate Governance | Highlighted Skills and Qualifications • Ms. Marshall brings strong leadership and provides valuable insights in the areas of marketing, account management, and customer service from her experience as an executive officer in various roles at Mastercard International (a financial services company). • She has a broad understanding of corporate governance issues from her board service to other publicly-traded companies. • Ms. Marshall also provides our Board with her capital management experience and technology expertise gained from her work growing the MasterCard Americas payments technology business, domestically and internationally, including through new product development. | Professional Experience MasterCard International, Inc. (1999 to 2006) - President of the Americas (2004 to 2006) - President, MasterCard North America (1999 to 2004) Concord EFS, Inc. (1995 to 1999) - Senior Executive Vice President Other Public Boards Regions Financial Corporation (2011 to present) - Lead Independent Director (2024 to present) Past Public Boards Global Payments, Inc. (2006 to 2025) |

  12. Director Nominees

    | DENISE A. PAULONIS | ✓ Independent | Director since August 1, 2022 | | Age 53 Board Committees • Audit / Finance At the conclusion of the 2025 Annual Meeting, Ms. Paulonis will begin serving as the Chair of the Audit / Finance Committee. | Highlighted Skills and Qualifications • As an active CEO of a publicly-traded company, Sally Beauty Holdings, Inc. (a multinational retailer and distributor of beauty products), Ms. Paulonis brings strong leadership capabilities and experience driving strategic and operational transformation to our Board. • As a former chief financial officer, she has significant finance, risk management, and compliance oversight expertise. • Ms. Paulonis also brings to our Board her international business and relevant industry experience, including expertise in technology from her leadership roles at Sprouts Farmers Market (a grocery and consumer products retailer), The Michaels Companies (an arts and crafts specialty retail company), PepsiCo, and Procter and Gamble Company (both consumer products companies). | Professional Experience Sally Beauty Holdings, Inc. (2021 to present) - President and Chief Executive Officer Sprouts Farmers Market (2020 to 2021) - Chief Financial Officer The Michaels Companies, Inc. (2014 to 2020) - Executive Vice President, Chief Financial Officer (2016 to 2020) - Various leadership roles in the finance and IT functions PepsiCo McKinsey & Company Procter & Gamble Company Other Public Boards Sally Beauty Holdings, Inc. (2018 to present) |

  13. Independent Director Nominees

    Independent Director Nominees To be considered independent, the Board must affirmatively determine that a director has no material relationship with Conagra Brands. In making its independence determinations, the Board applies the listing standards of the New York Stock Exchange (NYSE) and the categorical independence standards contained in our Corporate Governance Principles. The Board considers even immaterial relationships, including transactions, relationships, and arrangements with the Company, in its decision-making process to ensure a complete view of each director nominee’s independence.

  14. Independent Director Nominees

    | Anil Arora | To take a holistic approach to its independence determinations, the Board also reviewed any commercial relationships between Conagra Brands and companies associated with our nominees during fiscal 2025, whether by board service, an ownership interest, employment, or employment of a family member. To the extent any relationships with these companies existed, they were determined to involve Conagra Brands’ purchase or sale of products and services in the ordinary course of business on arm’s-length terms in amounts and under other circumstances that did not affect the relevant directors’ independence under our Corporate Governance Principles or under applicable law and NYSE listing standards. The Board has determined that 9 of our 10 nominees for re-election at the Annual Meeting , consisting of Messrs. Arora, Brown, Chirico, Dowdie, Fraga, and Lenny, and Mses. Lora, Marshall, and Paulonis, have no material relationships with Conagra Brands and are independent within the meaning of applicable | | Thomas “Tony” K. Brown | | | Emanuel “Manny” Chirico | | | George Dowdie | | | Francisco Fraga | | | Richard H. Lenny | | | Melissa Lora | | | Ruth Ann Marshall | | | Denise A. Paulonis | |

  15. Independent Director Nominees

    independence standards. Mr. Connolly is not considered to be independent due to his employment with Conagra Brands. In addition to satisfying our independence standards, each member of the Audit / Finance Committee of the Board must satisfy an additional SEC independence requirement. This requirement provides that the member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than his or her director’s compensation and may not be an affiliated person of Conagra Brands. Each member of the Audit / Finance Committee satisfies this additional independence requirement. The SEC and NYSE have also adopted heightened standards relating to the independence of members of the HR Committee. These standards require consideration of the source of HR Committee members’ compensation, including any consulting, advisory, or other compensatory fees paid to a HR Committee member, and each HR Committee member’s affiliation with us, any of our subsidiaries, or any affiliates of our subsidiaries. Each member of the HR Committee satisfies these additional independence requirements.

  16. Independent Director Nominees

    | ✓ | Our Board recommends that you vote FOR all of the nominees under this proposal 1. |

  17. Independent Director Nominees

    The Board is committed to performing its responsibilities in a manner consistent with sound governance practices. It routinely reviews its processes, assesses the regulatory and legislative environment, communicates with investors, and adapts its governance practices as needed to support informed, competent, and independent oversight on behalf of our shareholders. Our governance policies are consistent with the Investor Steward Group’s corporate governance principles. Copies of our committee charters, our Corporate Governance Principles, and other governance polices are available on our website at http://www.conagrabrands.com/investor-relations/corporate-governance/principles. To learn more about our governance practices, policies, and committee charters, see https://www.conagrabrands.com/investor-relations/corporate-governance for additional information.

  18. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION The HR Committee has authority, subject only to the further involvement of the other independent directors, over the determination of executive and non-employee director compensation. The HR Committee may delegate certain of its responsibilities to subcommittees comprised of one or more HR Committee members or to selected members of management, subject to requirements of our Bylaws and applicable laws, regulations, and the terms of shareholder-approved compensation plans. Additional information about the HR Committee’s processes for determining executive compensation, as well as the role of executive officers and the HR Committee’s compensation consultant in those determinations, can be found under “Compensation Discussion and Analysis” below.

  19. Director Compensation

    Director Compensation We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. On an annual basis, the HR Committee recommends the non-employee director compensation program to the Board for approval. In setting director compensation, the HR Committee receives input from Frederic W. Cook & Co., Inc. (FW Cook), its independent compensation consultant, on factors including the time commitment and skill level required to serve on the Board, as well as broader market practices. In addition, our Conagra Brands, Inc. 2023 Stock Plan places a limit on the equity awards that may be awarded to each non-employee director in any fiscal year. A summary of non-employee director compensation for fiscal 2025 is set forth below.

  20. NON-EMPLOYEE DIRECTOR COMPENSATION—BOARD CHAIR

    NON-EMPLOYEE DIRECTOR COMPENSATION—BOARD CHAIR In lieu of the elements of compensation for board service described below, the Board Chair’s compensation for fiscal 2025 consisted of a grant of RSUs with a target value equal to $460,000. The number of RSUs granted, 14,969, was determined by dividing $460,000 by the average closing price of our common stock on the NYSE for the 30 trading days prior to the grant date of May 28, 2024. The material terms of the RSUs were identical to those described below for the other non-employee directors. In addition, for fiscal 2025, our Board Chair was paid an annual committee chair retainer equal to $20,000, as outlined below, for his service as Chair of our Nominating and Corporate Governance Committee.

  21. NON-EMPLOYEE DIRECTOR COMPENSATION—DIRECTORS OTHER THAN THE BOARD CHAIR

    NON-EMPLOYEE DIRECTOR COMPENSATION—DIRECTORS OTHER THAN THE BOARD CHAIR The following table summarizes the compensation program for our non-employee directors, other than the Board Chair, that was in effect during fiscal 2025.

  22. NON-EMPLOYEE DIRECTOR COMPENSATION—DIRECTORS OTHER THAN THE BOARD CHAIR

    | | Non-Employee Director Compensation—Directors Other than the Board Chair | | Annual Cash Retainer | $105,000 per year(1) | | Annual Committee Chair Retainer Audit Committee Other Committee | $25,000 per year(1) $20,000 per year(1) | | Meeting Fees | None, unless the director’s attendance is required at more than a total of 24 Board and committee meetings during a fiscal year. A fee of $1,500 is paid for each meeting attended in excess of 24 meetings and at which a director’s attendance was required. | | Annual Equity Award | A grant of restricted stock units (RSUs), with a one-year vesting period and a value equal to $180,000, effective on the first trading day of the fiscal year(2) |

  23. NON-EMPLOYEE DIRECTOR COMPENSATION—DIRECTORS OTHER THAN THE BOARD CHAIR

    | (1) Directors who join the Board or who are elected as the Chair of a committee after the start of a fiscal quarter receive a prorated retainer for that quarter based on the number of days served. |

  24. NON-EMPLOYEE DIRECTOR COMPENSATION—DIRECTORS OTHER THAN THE BOARD CHAIR

    | (2) Directors who join the Board after the start of a fiscal year receive a prorated grant for that year based on the number of partial and full months served. |

  25. NON-EMPLOYEE DIRECTOR COMPENSATION—DIRECTORS OTHER THAN THE BOARD CHAIR

    All non-employee directors (other than the Board Chair) serving as of the first trading day of fiscal 2025 received 5,857 RSUs on May 28, 2024 (target value of $180,000). These RSUs vested on May 28, 2025. Vesting of the RSUs in the non-employee director compensation program is accelerated in the event of death or permanent disability. If a director is no longer serving on the Board one year from the date of grant, vesting is prorated 25% for each fiscal quarter during which the director served for any amount of time. Dividend equivalents accrue on the RSUs at the regular dividend rate in shares of our common stock and are paid in stock upon vesting.

  26. OTHER NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS

    OTHER NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS In addition to the cash payments and equity awards described above, all non-employee directors were entitled to participate in the following programs during fiscal 2025:

  27. OTHER NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS

    | ● | A matching gifts program was available to all non-employee directors. Conagra Brands matched up to $10,000 of a director’s eligible charitable donations made during the fiscal year; and |

  28. OTHER NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAMS

    | ● | A nonqualified deferred compensation plan was available to all non-employee directors. This plan provided non-employee directors the ability to defer receipt of their cash or stock compensation. This program did not provide above-market or preferential earnings (as defined by SEC rules). |

  29. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2025

  30. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2025

    | | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | Name | ($) | ($) | ($) | ($) | | Anil Arora | 105,000 | 174,129 | 10,000 | 289,129 | | Thomas “Tony” K. Brown | 105,000 | 174,129 | 0 | 279,129 | | Emanuel “Manny” Chirico | 105,000 | 174,129 | 0 | 279,129 | | George Dowdie | 105,000 | 174,129 | 0 | 279,129 | | Francisco Fraga | 105,000 | 174,129 | 0 | 279,129 | | Fran Horowitz | 105,000 | 174,129 | 10,000 | 289,129 | | Richard H. Lenny | 20,000 | 445,028 | 5,000 | 470,028 | | Melissa Lora | 130,000 | 174,129 | 10,000 | 314,129 | | Ruth Ann Marshall | 125,000 | 174,129 | 10,000 | 309,129 | | Denise Paulonis | 105,000 | 174,129 | 0 | 279,129 |

  31. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2025

    | (1) Reflects the grant date fair value (computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC Topic 718) of the stock awards made to non-employee directors during fiscal 2025. The number of RSUs granted to all directors was determined by dividing the intended grant value ($180,000 for all non-employee directors other than Mr. Lenny who received $460,000) by the average of the closing stock price of our common stock on the NYSE for the 30 trading days prior to the grant date. Assumptions made in the valuation of these awards are discussed in Note 13 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2025. At fiscal 2025 year-end, Mr. Lenny held 15,541 RSUs and each other non-employee director held 6,081 RSUs, all of which vested on May 28, 2025. |

  32. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2025

    | (1) (2)Reflects the amount paid to designated charitable organizations on the director’s behalf under the non-employee director matching gifts program. |

  33. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2025

    PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

  34. Fiscal 2025 ANNUAL INCENTIVE PLAN

    Fiscal 2025 ANNUAL INCENTIVE PLAN

  35. Fiscal 2025 ANNUAL INCENTIVE PLAN

    | Metric (Weight) | Target ($ in millions) | AIP Results ($ in millions) | Payout Level (% of Target) | | Adjusted Operating Profit* (50%) | $1,893 | $1,636 | 33.4% | | Adjusted Net Sales* (25%) | $12,084 | $11,650 | 54.6% | | Adjusted Free Cash Flow* (25%) | $1,001 | $1,159 | 176.0% | | | | Calculated Payout % | 74.3% |

  36. LONG-TERM INCENTIVE PLAN—Fiscal 2023-2025 PERFORMANCE SHARES

    LONG-TERM INCENTIVE PLAN—Fiscal 2023-2025 PERFORMANCE SHARES

  37. LONG-TERM INCENTIVE PLAN—Fiscal 2023-2025 PERFORMANCE SHARES

    | Performance Period | Metric | Target ($ in millions except EPS) | Results ($in millions except EPS) | Payout Level (% of Target) | | Fiscal 2023 | Adjusted EPS* | $2.27 | $2.45 | 171.2% | | | Adjusted Net Sales* | $12,055 | $12,277 | | | Fiscal 2024 | Adjusted EPS* | $2.59 | $2.41 | 23.4% | | | Adjusted Net Sales* | $12,461 | $12,051 | | | Fiscal 2025 | Adjusted EPS* | $2.55 | $2.02 | 15.8% | | | Adjusted Net Sales* | $12,232 | $11,650 | | | | | | Calculated Payout % | 70.1% |

  38. LONG-TERM INCENTIVE PLAN—Fiscal 2023-2025 PERFORMANCE SHARES

    *Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics. Based on these results, the Committee approved a 74.3% payout under the fiscal 2025 AIP (which was subject to an individual performance modifier for each participant). Additionally, the Committee approved a 70.1% payout under the fiscal 2023 to 2025 Performance Shares with the Committee following its practice to pay Performance Shares at a level equal to the earned amount, without applying further discretion. The Committee believes that its fiscal 2025 compensation decisions appropriately reflect its pay-for-performance philosophy and its focus on: ● compensating executives based on actual Company performance, and ● aligning management’s interests with those of our shareholders.

  39. Compensation Program Elements

    | | | Pay Element | Description | | | ◀ FIXED ▶ | Short- Term | BASE SALARY AND BENEFITS | • A fixed compensation program with salaries reviewed annually and adjusted as appropriate (as further described below) | • Health and welfare benefit packages and defined contribution retirement programs, that are market competitive and generally broad-based in the Company | | ◀ AT RISK / VARIABLE ▶ | | ANNUAL INCENTIVE PROGRAM (AIP) | • A cash-based annual incentive program based on a single year of performance results • Fiscal 2025 awards were generally based on three weighted metrics: ◦ 50% Weighting: Adjusted Operating Profit ◦ 25% Weighting: Adjusted Net Sales ◦ 25% Weighting: Adjusted Free Cash Flow | • Financial performance measures are aligned to our annual operating plan • Individual performance modifier is based on annual performance evaluations • Payouts range from 0% to 200% of target | | | Long- Term | LONG-TERM INCENTIVE PLAN (LTI) | • A stock-based incentive program based on multi-year results or service • Vesting over 3 years | | | | | | Performance Shares—60% of LTI Opportunity* | | | | | | • Opportunity to earn shares of our common stock if we achieve pre-set performance goals over a 3-year period • Pays out after 3-year performance period • 3-year cumulative performance goals were set at the time of grant to determine targets for: ◦ Adjusted EPS, weighted at 70% ◦ Adjusted Net Sales, weighted at 30% | • A relative Total Shareholder Return (TSR) multiplier provides for a potential adjustment of ±10 percentage points based on our three-year TSR performance relative to our near-in peers • Payouts range from 0% to 200% of target | | | | | RSUs—40% of LTI Opportunity* | | | | | | • Opportunity to earn shares of our common stock if the employee remains with Conagra over the 3-year ratable vesting period of the award *Percentage of LTI opportunity is calculated excluding sign-on awards | • Rewards stock price appreciation and contributes to retention • 33% vests each year over 3 years |

  40. Fiscal 2025 Executive Compensation Program

    | Fixed Compensation | Variable Compensation | | • Base Salary • Health and Welfare Benefits • Retirement Benefits | • Fiscal 2025 AIP (cash settled) • Fiscal 2025-2027 LTI Plan (stock settled) |

  41. Changes to incentive plans for fiscal 2025

    Changes to incentive plans for fiscal 2025 For fiscal 2025, the incentive plan changes reflect a continued evolution toward performance alignment and market competitiveness. The Committee determined it was important to maintain the structure of our annual incentive program which continues to reflect the right balance of performance alignment, strategic intent, and investor expectations. Informed by our shareholder engagement relating to the 2024 Say-on-Pay vote, the Committee made changes to its approach to Performance Shares for awards approved in fiscal 2025. These changes reflect the Committee’s understanding of our shareholders’ preference to see TSR as an element in the incentive plan design, favorable view of our financial metrics, and preference for a long-term goal setting approach. The Committee approved the addition of a relative TSR modifier to all Performance Shares granted in fiscal 2025, reinforcing the alignment between long-term incentive payouts and shareholder value creation. Under the updated design, the maximum payout remains capped at 200% of the target award, including a potential adjustment of ±10 percentage points based on our three-year TSR performance relative to a defined peer group of food companies: General Mills, Inc., J.M. Smucker Company, The Kraft Heinz Company, Campbell Soup Company, and Kellanova (near-in peers) that we commonly identify as our nearest competitors in our investor communications. The Committee continued to utilize Adjusted EPS (weighted at 70%) and Adjusted Net Sales (weighted at 30%) as the Performance Share metrics for fiscal 2025. Dividend equivalents, if earned, will continue to be added to the final payout. Additionally, for all Performance Shares awarded in fiscal 2025, the Committee took a 3-year cumulative approach to goal-setting reflecting a change from the year-over-year growth rate approach taken for grants made in fiscal 2023 and fiscal 2024.

  42. BASE SALARIES

    BASE SALARIES We pay salaries to our named executive officers to provide them with a base level of fixed income for services rendered. For Mr. Connolly, 11% of his total compensation opportunity was provided in the form of base salary in fiscal 2025. On average, 20% of the total fiscal 2025 compensation opportunity for each named executive officer, other than the Chief Executive Officer, was provided in the form of base salary. In fiscal 2025, the Committee examined a variety of factors including roles and responsibilities, internal equity, peer compensation, market data, and individual, team, and Company performance when establishing target compensation opportunities for our NEOs for fiscal 2025. After considering those factors, including Mr. Connolly’s strong performance in fiscal 2024, the Committee increased Mr. Connolly’s salary for fiscal 2025 to $1,415,000 as of July 22, 2024, from $1,375,000. Similar adjustments were made to our other NEOs’ salaries, as detailed below. Mr. Eboli’s salary increased 12% based on consideration of his fiscal 2024 performance, his vital role in sustaining supply chain stability in a challenging environment and competitive benchmarking. Additionally, Ms. O’Mara’s base salary was determined in May 2024 upon her hire based on the breadth, scope, and complexity of her role and responsibilities, internal equity, and benchmark data regarding opportunities for similarly situated executives in our peer group. A summary of the salaries of our named executive officers is set forth below.

  43. INCENTIVE PROGRAMS

    INCENTIVE PROGRAMS

  44. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN The fiscal 2025 AIP provided a broad-based, cash incentive opportunity to approximately 4,800 employees, including our named executive officers. We have regularly provided an annual incentive opportunity to a broad group of employees to reinforce a sense of ownership across our Company and drive and a pay-for-performance culture. Each employee participating in the AIP has a target AIP annual incentive award opportunity, measured as a percentage of their Eligible Earnings earned in fiscal 2025. At the start of fiscal 2025, the Committee confirmed that the corresponding fiscal 2025 target AIP award opportunities for each named executive officer remained consistent with respective roles and responsibilities, internal equity, peer compensation, and market data. At the start of fiscal 2025, the Committee determined to continue to utilize Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow as the Company performance metrics for the fiscal 2025 AIP and set objectives for fiscal 2025 performance under each metric. Results for Company performance under each metric are subject to adjustment for defined comparability items as described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.” Under the fiscal 2025 AIP, the total payout opportunity for participants continued to be capped at 200% of target. Consistent with prior years, an individual performance modifier was also included in the fiscal 2025 AIP to ensure that the final incentive payouts accurately reflect each participant’s contributions. At the beginning of fiscal 2025, each named executive officer set individual performance goals with their manager and, for our CEO, with the Human Resources Committee and the Board, based on our corporate strategy and the annual operating plan. Goals were then cascaded throughout the Company to align our employees’ goals with our corporate goals. Performance against these goals was assessed following the end of fiscal 2025 to determine the individual performance modifier for each plan participant, including our named executive officers. Mr. Connolly assesses each NEO’s individual performance against these goals, while the Committee assesses Mr. Connolly’s performance, taking into account factors such as individual accountability for achievement of strategic objectives. In no event will the individual performance modifier cause any participant’s total payout opportunity to exceed the maximum payout of 200% of target. Following the end of the fiscal year, the following formula was applied to determine the payout of awards under the 2025 Annual Incentive Plan:

  45. ANNUAL INCENTIVE PLAN

    | Eligible Earnings(1) | Target (% of Eligible Earnings) | Company Performance Adjusted Operating Profit (50%) Adjusted Net Sales (25%) Adjusted Free Cash Flow (25%) | Individual Performance Modifier | | Annual Incentive Award (0-200%) | | X | X | X | | = | |

  46. ANNUAL INCENTIVE PLAN

    | (1) Eligible Earnings is equivalent to annual base salary earned during the fiscal year and reflects any periods of unpaid leave or any base salary changes made during the fiscal year. |

  47. ANNUAL INCENTIVE PLAN

    The Committee determined to maintain the NEO’s, including Mr. Connolly’s, AIP award opportunity consistent with fiscal 2024. The following table shows the target AIP opportunity, measured as a percentage of Eligible Earnings, set for the named executive officers by the Committee based on achievement of the Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow goals approved for the fiscal 2025 AIP. No portion of the incentive was guaranteed.

  48. ANNUAL INCENTIVE PLAN

    | | Threshold AIP Award | Target AIP Award | Maximum AIP Award | | | (as % of Eligible | (as % of Eligible | (as % of Eligible | | Named Executive Officer | Earnings) | Earnings) | Earnings) | | Mr. Connolly | 45% | 180% | 360% | | Mr. Marberger | 25% | 100% | 200% | | Ms. O'Mara | 23% | 90% | 180% | | Mr. McGough | 25% | 100% | 200% | | Mr. Eboli | 23% | 90% | 180% |

  49. ANNUAL INCENTIVE PLAN

    Ms. O’Mara’s AIP award opportunity was determined upon her hire based on the breadth, scope, and complexity of her role and responsibilities, internal equity, and benchmark data regarding opportunities for similarly situated executives in our peer group. AIP award opportunities for Mr. Connolly and all other NEOs, as percentages of Eligible Earnings, remained unchanged from fiscal 2024 to fiscal 2025. Please see the information above for a discussion of the factors the Committee considered when determining the individual target AIP award opportunities.

  50. Determination of Individual Named Executive Officer Awards

    | | Target AIP Award | Performance Results | Individual Modifier | | Actual AIP Payout | | Named Executive Officer | ($) | (%) | (%) | | ($) | | Mr. Connolly | $2,535,923x | 74.3%x | 100% | = | $1,884,191 | | Mr. Marberger | $830,385x | 74.3%x | 100% | = | $616,976 | | Ms. O'Mara | $540,000x | 74.3%x | 100% | = | $401,220 | | Mr. McGough | $830,385x | 74.3%x | 100% | = | $616,976 | | Mr. Eboli | $575,308x | 74.3%x | 100% | = | $427,454 |

  51. LONG-TERM INCENTIVE PLAN OVERVIEW

    LONG-TERM INCENTIVE PLAN OVERVIEW The Committee firmly believes in aligning the interests of our senior leaders with those of our shareholders. The significant extent to which equity is included in our named executive officers’ compensation opportunity evidences this belief. For fiscal 2025, our annual LTI plan was intended to:

  52. LONG-TERM INCENTIVE PLAN OVERVIEW

    | ● | provide variable, competitive compensation based on long-term Company performance |

  53. LONG-TERM INCENTIVE PLAN OVERVIEW

    | ● | incent and reward leaders who have the greatest ability to drive long-term Company success |

  54. LONG-TERM INCENTIVE PLAN OVERVIEW

    | ● | reward participants for desired results that align with shareholder value creation |

  55. LONG-TERM INCENTIVE PLAN OVERVIEW

    | The Committee annually establishes a target long-term incentive grant value for each named executive officer using a value-based approach. For our annual program in fiscal 2025, as in recent years, 60% of this total target value was delivered in the form of a Performance Shares, and 40% of this total target value was delivered in the form of RSUs. | |

  56. Fiscal 2025 LTI Plan Target Opportunity Awards

    Fiscal 2025 LTI Plan Target Opportunity Awards For fiscal 2025, the Committee maintained the existing LTI plan target opportunity for Mr. Connolly and all other NEOs, with the exception of Mr. Eboli. The Committee determined to set Mr. Eboli’s grant value higher than the prior year in recognition of his strong performance in fiscal 2024 and his vital role in sustaining supply chain stability in a challenging environment. Ms. O’Mara’s annual LTI target value was determined upon her hire based on the breadth, scope, and complexity of her role and responsibilities, internal equity, and benchmark data regarding opportunities for similarly situated executives in our peer group. In addition to her annual LTI target, Ms. O'Mara’s fiscal 2025 compensation included sign-on LTI awards as part of her hiring compensation package. All fiscal 2025 LTI plan grants were made on July 24, 2024.

  57. Fiscal 2025 LTI Plan Target Opportunity Awards

    | | Fiscal 2025 | | | | | Grant Value (1) | RSUs | Performance Shares | | Named Executive Officer | ($) | (#) | (#) | | Mr. Connolly | $9,400,000 | 128,807 | 193,210 | | Mr. Marberger | $2,500,000 | 34,257 | 51,386 | | Ms. O'Mara | $4,600,000(2) | 104,142 | 53,441 | | Mr. McGough | $2,500,000 | 34,257 | 51,386 | | Mr. Eboli | $2,400,000 | 32,887 | 49,330 |

  58. Fiscal 2025 LTI Plan Target Opportunity Awards

    | (1) Reflects the approved grant value which is used to determine the number of shares to be granted by dividing the approved value by the average of the closing price of our common stock on the NYSE for the 10 trading days prior to the grant date. |

  59. Fiscal 2025 LTI Plan Target Opportunity Awards

    | (2) Includes $3,000,000 of grant value for Ms. O’Mara’s sign-on awards ($2,000,000 in RSUs vesting ratably over two years, $400,000 in RSUs vesting ratably over three years, and $600,000 in Performance Shares with the same targets and performance-period as the annual LTI awards; all such RSUs and Performance Shares will forfeit upon Ms. O’Mara’s termination except as a result of death or permanent disability). |

  60. Fiscal 2025 LTI Plan Target Opportunity Awards

    Each element of the LTI plan used in fiscal 2025 is discussed more fully below.

  61. Long-Term Incentive Plan—RSUs

    Long-Term Incentive Plan—RSUs RSUs generally represent the right to receive a defined number of shares of our common stock after completing a period of service established at the grant date. RSUs encourage long-term commitment to the Company. In general, RSUs granted under the fiscal 2025 LTI plan vest ratably, one third on each anniversary of the date of grant for three years, subject to the executive’s continued employment. A portion of Ms. O’Mara’s sign-on RSUs will vest ratably, one half on each anniversary of the date of grant for two years. RSUs awarded under the fiscal 2025 LTI plan do not accrue dividend equivalents during the vesting period.

  62. Long-Term Incentive Plan—Performance Shares

    Long-Term Incentive Plan—Performance Shares Performance Shares represent an opportunity to earn a defined number of shares of our common stock if we achieve pre-set performance goals over a performance measurement period. In general, the Performance Shares vest following completion of the third fiscal year after the grant and provide the named executive officer participating in the cycle the opportunity to earn a payout, in shares of common stock, from 0% to 200% of their respective target award. Dividend equivalents are paid in additional shares of common stock on the portion of Performance Shares actually earned accrued at our regular dividend rate during the performance period. The three-year nature of the Performance Shares means that in any year, a named executive officer may have Performance Shares relating to up to three performance periods outstanding at any time. In fiscal 2025, for example, each named executive officer, except for Ms. O’Mara, who became our Executive Vice President & President, New Platforms & Acquisitions in fiscal 2025, had outstanding fiscal 2023 to 2025 Performance Shares, fiscal 2024 to 2026 Performance Shares, and fiscal 2025 to 2027 Performance Shares.

  63. Goal Setting for Performance Shares

    Goal Setting for Performance Shares The Committee’s approach to selecting and setting performance goals for each cycle of Performance Shares is thorough. Prior to the start of a performance period, the Committee discusses proposed plan design, taking into consideration the Company’s strategic plan. Then, shortly after the start of each performance period, the Committee approves the actual metric or metrics for the program and the specific financial hurdles that must be met for awards to be earned.

  64. Goal Setting for Performance Shares

    | For each of the fiscal 2023–2025, fiscal 2024–2026, and fiscal 2025–2027 Performance Share cycles, the Committee has selected two metrics: Adjusted EPS (weighted at 70%) and Adjusted Net Sales (weighted at 30%) to align with the Company’s strategic plan. | |

  65. Goal Setting for Performance Shares

    The Committee’s preferred approach is for the performance goals in each grant to cover the full three years of the performance period. However, the Committee retains the discretion to use longer or shorter performance periods if doing so is appropriate considering relevant Company dynamics or macroeconomic conditions. For the fiscal 2023–2025 and fiscal 2024–2026 Performance Share cycles, the Committee utilized a year-over-year growth rate approach, setting annual goals for each of the three fiscal years based on prior-year performance. The chart below shows the formula applicable to determine the payout of shares under the fiscal 2023–2025 and fiscal 2024–2026 Performance Share cycles:

  66. Goal Setting for Performance Shares

    | Year 1 | Adjusted EPS (70%) | + | Adjusted Net Sales (30%)x | 1/3 | | | | | | | + | | | Year 2 | Adjusted EPS (70%) | + | Adjusted Net Sales (30%)x | 1/3 | = LTI Payout | | | | | | + | | | Year 3 | Adjusted EPS (70%) | + | Adjusted Net Sales (30%)x | 1/3 | |

  67. Goal Setting for Performance Shares

    For the fiscal 2025–2027 Performance Share cycle, based on shareholder feedback, the Committee utilized a cumulative three-year approach to goal setting using the same metrics and weightings as prior cycles. Additionally, the Committee introduced a relative TSR modifier to further align executive compensation with shareholder outcomes. At the end of the performance period, the payout may be increased or decreased by 10 percentage points based on the Company’s relative TSR performance versus our near-in peers. The chart below shows the formula applicable to determine the payout of shares under the fiscal 2025–2027 Performance Share cycle:

  68. Goal Setting for Performance Shares

    | 3 Year Period | Adjusted EPS (70%) | + | Adjusted Net Sales (30%)x | TSR Modifier (+/- 10%) | = LTI Payout |

  69. Goal Setting for Performance Shares

    The Committee believes effective goal setting is among the most important aspects of establishing the executive compensation program. As such, the Committee makes goal-setting decisions that it believes best maintain the alignment of the Company’s LTI plan with the Company’s external financial commitments to investors.

  70. Fiscal 2023 to 2025 Performance Shares

    Fiscal 2023 to 2025 Performance Shares Performance shares for the fiscal 2023 to 2025 cycle of the long-term incentive plan were granted at the start of fiscal 2023. Using a year-over-year growth rate approach, the Committee established Adjusted EPS and Adjusted Net Sales targets for each of the three fiscal years based on prior-year performance. The Committee applied the same targets to the additional value Performance Shares and the annual Performance Shares granted in fiscal 2023. Results for each metric were subject to adjustments as described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.” As set forth in the table below, our financial performance over the three-year performance period fiscal 2023 to 2025 resulted in a funding level equal to 70.1% for the Performance Shares which were paid out, to the extent earned, plus accrued dividends on the earned shares, in shares of common stock in July 2025. It is generally the Committee’s practice to pay Performance Shares at a level equal to the earned amount, without applying further discretion. The Committee followed this practice for the fiscal 2023 to 2025 Performance Shares. The table below provides the performance targets for threshold (25%), target (100%), and maximum (200%) payout, the performance and payout level achieved for each metric for each year of the fiscal 2023 to 2025 cycle, the aggregate payout level for each fiscal year, and the aggregate payout level for the three-year performance period: *Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics. Performance shares for the fiscal 2024 to 2026 cycle of the LTI plan were granted at the start of fiscal 2024. The Committee established targets using a year-over-year growth rate approach. The Committee applied the same targets to the retention Performance Shares and the annual Performance Shares granted in fiscal 2024. The performance period for this cycle will conclude at the end of fiscal 2026 and the Performance Shares will pay out, to the extent earned, in shares of common stock in July 2026. The table below provides the performance targets for threshold (25%), target (100%), and maximum (200%) payout for the fiscal 2024 to 2026 cycle: *Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics. The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2024 to 2026 cycle, based on target, the probable outcome of the performance conditions for such period, is included in the “Outstanding Equity Awards at Fiscal Year End – Fiscal 2025” table in this Proxy Statement. Performance shares for the fiscal 2025 to 2027 cycle of the LTI plan were granted at the start of fiscal 2025. The Committee established targets using a cumulative three-year measurement approach. These Performance Shares are subject to a relative TSR versus our near-in peers, increasing or decreasing the payout opportunity by 10 basis points, to enhance the alignment between executive compensation and long-term shareholder value creation. This modifier ensures that payouts under the Performance Shares not only reflect internal financial performance but are also adjusted based on how our stock performs relative to our near-in peers. The performance period for this cycle will conclude at the end of fiscal 2027 and the Performance Shares will pay out, to the extent earned, in shares of common stock in July 2027. The table below provides the 3-year performance targets for threshold (25%), target (100%), and maximum (200%) payout for the fiscal 2025 to 2027 performance cycle: *Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics. The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2025 to 2027 cycle, based on target, the probable outcome of the performance conditions for such period, is included in the “Outstanding Equity Awards at Fiscal Year End – Fiscal 2025” table in this Proxy Statement.

  71. Advice from Independent Consultant and Review of Market Data

    Advice from Independent Consultant and Review of Market Data As part of its process, the Committee leveraged the advice and counsel of its independent compensation consultant, FW Cook, in setting fiscal 2025 compensation. The consultant assists the Committee in monitoring:

  72. Advice from Independent Consultant and Review of Market Data

    | ● | policy positions of institutional shareholders and their advisors, |

  73. Advice from Independent Consultant and Review of Market Data

    | ● | emerging market practices in compensation design and philosophy, and |

  74. Advice from Independent Consultant and Review of Market Data

    | ● | policy developments relevant to the Committee’s work. |

  75. Advice from Independent Consultant and Review of Market Data

    The Committee’s consultant also provides internal and external pay comparison data. The Committee uses this data as a market check on its compensation decisions and does not mandate target ranges for our named executive officers’ salaries, annual incentive opportunities, long-term incentive opportunities, or total direct compensation levels as compared to the peer group. The Committee recognizes that over-reliance on external comparisons can be of concern; therefore, the Committee uses external comparisons as only one point of reference and is mindful of the value and limitations of comparative data. The Committee’s first step in using external data for fiscal 2025 was the identification of an appropriate peer group. FW Cook prepared a list of potential peer companies (with an emphasis on food and beverage companies) based on consideration of the following criteria:

  76. Advice from Independent Consultant and Review of Market Data

    | OPERATIONS AND SCALE Companies similar in size (based on revenue, market capitalization, and enterprise value) and industry (packaged food and meats and broader brand-based consumer packaged goods companies); | | BUSINESS CHARACTERISTICS Public companies listed on major U.S. exchanges and subject to U.S. disclosure rules, and companies with whom we compete for talent; and | | PROXY ADVISOR PEERS Companies included in peer groups used by shareholder advisory firms (as a reference). |

  77. Advice from Independent Consultant and Review of Market Data

    Based on its annual review of the peer group, the Committee determined it was appropriate to revise the peer group for fiscal 2025 compensation decisions. Based on a review of peer selection criteria that included a review of market cap, enterprise value, and annual revenue, we removed Estée Lauder which exceeded our market cap criteria and added Post Holdings which met our criteria. Post Holdings was selected from multiple potential companies since it satisfied all of the peer selection criteria, was a compensation peer used by several of the companies in our peer group, and was included in one of the proxy advisor peer groups. The Committee considered the size of the peer group as well and determined that 16 remained a sufficient size for data sampling. The Committee approved the following peer group of 16 companies for purposes of assessing fiscal 2025 compensation competitiveness:

  78. Advice from Independent Consultant and Review of Market Data

    | • Campbell Soup Company | • Kellanova | | • Church & Dwight Co., Inc. | • Keurig Dr. Pepper Inc. | | • The Clorox Company | • Kimberly-Clark Corporation | | • Colgate-Palmolive Company | • The Kraft Heinz Company | | • General Mills, Inc. | • McCormick & Company, Incorporated | | • The Hershey Company | • Mondelēz International, Inc. | | • Hormel Foods Corporation | • Newell Brands Inc. | | • The J. M. Smucker Company | • Post Holdings Inc. |

  79. Input from our Chief Executive Officer

    | SELECTING PERFORMANCE METRICS AND TARGET PERFORMANCE LEVELS The Committee sought Mr. Connolly’s input on the selection of plan metrics and performance targets for fiscal 2025 to ensure the design of the incentive plans was closely aligned with our strategic priorities and effectively measured progress against them, based on his understanding of our investors’ expectations, operating plans and financial goals. |

  80. Agreement with Mr. Connolly

    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 long-term award opportunity with a target 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. The agreement continues the application of our security policy to Mr. Connolly, as further described above and under “Executive Compensation—Summary Compensation Table—Fiscal 2025” below. In addition, we also agreed to pay Mr. Connolly for professional fees incurred in the negotiation and preparation of the new letter agreement (and related documents). The agreement also entitles Mr. Connolly to participate in benefit plans and programs that are made available to senior executives generally. For information about the terms of Mr. Connolly’s participation in our retirement plans and deferred compensation plans, see “Executive Compensation—Nonqualified Deferred Compensation—Fiscal 2025” below. The letter agreement also includes retirement benefits for Mr. Connolly. It provides that, for Mr. Connolly’s equity awards granted on or after July 17, 2018, and for any annual incentive plan in effect in the year of his retirement, (a) any definition of “early retirement” will be no less favorable to Mr. Connolly than the requirement that Mr. Connolly attains at least age 55 but has not yet attained age 57, and (b) any definition of “normal retirement” will be no less favorable to Mr. Connolly than the requirement that Mr. Connolly attain at least age 57. In addition, his letter agreement provides that Mr. Connolly equity awards will continue to vest after retirement in accordance with the normal vesting schedule for such awards even if the equity award agreement provides for immediate vesting, as long as his retirement is not within 2 years of a change of control. The letter agreement also provides for severance, termination, and change of control benefits. Mr. Connolly’s severance benefits under the letter agreement are further described below under the heading “Executive Compensation—Potential Payments Upon Termination or Change of Control.”

  81. Change of Control Agreements

    Change of Control Agreements We have agreements with our named executive officers that are designed to promote stability and continuity of senior management in the event of a change of control. The Committee routinely evaluates participation in this program and its benefit levels to ensure their reasonableness. Since fiscal 2012, individuals promoted or hired into positions that, in the Committee’s view, are appropriate for change of control program participation have not been entitled to any excise tax gross-up protection. Although the Committee continues to believe in the importance of maintaining a change of control program, it believes that offering excise tax gross-ups to new participants is inappropriate relative to best executive pay practices. We provide a complete description of the amounts potentially payable to our named executive officers under these agreements under the heading “Executive Compensation—Potential Payments Upon Termination or Change of Control.”

  82. Severance Agreements

    Severance Agreements We have adopted a broad severance plan potentially applicable to all salaried employees, including the named executive officers. In some circumstances, as part of negotiations during the hiring or recruiting process, we have supplemented this plan with specific severance agreements. No such agreements currently exist with our named executive officers other than Mr. Connolly.

  83. Committee’s Practices Regarding the Timing of Equity Grants

    Committee’s Practices Regarding the Timing of Equity Grants We do not backdate stock options or grant equity retroactively. We do not coordinate grants of equity with disclosures of positive or negative information. Most equity is granted in the ordinary course at an annual Committee meeting each July. The Committee eliminated the granting of stock options from its executive compensation program in 2016. However, historically, stock options were granted with an exercise price equal to the closing market price of our common stock on the NYSE on the date of grant. If a stock option grant was made other than during the routine July Committee meeting, the Company would require that the grant be made on the first trading day of the month on or following the grantee’s date of hire.

  84. Use of Adjustments in Incentive Programs

    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, each year when setting performance targets under the AIP and Performance Shares under the LTI Plan, the Committee identifies certain items that will be excluded from the calculation of the performance metrics under these plans.

  85. Use of Adjustments in Incentive Programs

    | ● | Generally, the Committee identifies potential exclusions from the calculations of our incentive plan metrics when setting targets each year. These exclusions provide consistency year-over year in determining incentive payouts and includes items such as the impact of major business changes such as acquisitions, divestitures, and restructuring events and other comparability items that we commonly exclude when presenting adjusted financial measures to our investors to provide more consistent year-over-year comparison. For example, in fiscal 2025, the Committee excluded certain tax benefits and fire-related insurance recoveries received by the Company. |

  86. Use of Adjustments in Incentive Programs

    | ● | The Committee may also exclude from the calculations of our incentive plan metrics the impact of factors that, in the relevant period, are expected to be difficult to forecast or outside management’s control. For example, for certain fiscal years, the Committee excluded the impact of our joint venture with Ardent Mills due to anticipated market volatility, limited predictability, and minimal ability for management to directly affect outcomes. |

  87. Use of Adjustments in Incentive Programs

    | ● | Because expected adjustments are approved by the Committee when setting performance targets, adjustments may differ for the same fiscal year based on when the compensation was approved. |

  88. Use of Adjustments in Incentive Programs

    These exclusions may have a positive or negative impact on the calculation of our incentive plan metrics. Our pay versus performance charts reflect the relevant compensation metric as calculated for the compensation that paid out that year. The table below shows our closest reported financial measure, the financial metric as calculated for compensation purposes, and the items excluded for each of the fiscal years presented in this proxy statement including Adjusted EPS and Adjusted Operating Profit for fiscal 2021 to fiscal 2025 as presented in our pay versus performance table. When a compensation metric is calculated differently for different awards, the awards and which calculation was used for our pay versus performance charts is identified below:

  89. Use of Adjustments in Incentive Programs

    | Adjustments to Compensation Metrics ($ in millions, except per share data) | | | | Reported Financial Measure | Compensation Metric | Adjustments | | FY25 | | | | Net Sales: $11,613 | Adjusted Net Sales: $11,650 | Adjusted $37 for year-over-year non-comparability items | | EPS: $2.40 | Adjusted EPS: $2.02 | Adjusted ($.28) for anticipated events and ($.10) for year-over-year non-comparability items | | Operating Profit: $1,365 | Adjusted Operating Profit: $1,636 | Adjusted $271 for year-over-year non-comparability items | | Net Cash Flow From Operating Activities: $1,692 | Adjusted Free Cash Flow: $1,159 | Adjusted ($383) for year-over-year non-comparability items and ($150) for anticipated events | | FY24 | | | | Net Sales: $12,051 | Adjusted Net Sales: $12,051 | None | | EPS: $0.72 | Adjusted EPS: $2.41 | For the FY23-25 Performance Shares, adjusted $1.95 for year-over-year non-comparability items and ($0.26) for anticipated events | | EPS: $0.72 | Adjusted EPS: $2.67 | For the FY22-24 Performance Shares, adjusted $1.95 for year-over-year non-comparability items and included in the pay versus performance adjusted EPS chart for FY24 | | Operating Profit: $853 | Adjusted Operating Profit: $1,923 | Adjusted $1,070 for year-over-year non-comparability items | | FY23 | | | | Net Sales: $12,277 | Adjusted Net Sales: $12,277 | None | | EPS: $1.42 | Adjusted EPS: $2.45 | For the FY23-25 Performance Shares, adjusted $1.35 for year-over-year non-comparability and ($0.32) for anticipated events | | EPS: $1.42 | Adjusted EPS: $2.77 | For the FY21-23 Performance Shares, adjusted $1.35 for year-over-year non-comparability and included in the pay versus performance adjusted EPS chart for FY23 | | Operating Profit: $1,075 | Adjusted Operating Profit: $1,917 | Adjusted $842 for year-over-year non-comparability items | | FY22 | | | | EPS: $1.84 | Adjusted EPS: $2.41 | Adjusted $0.57 for year-over-year non-comparability | | Operating Profit: $1,346 | Adjusted Operating Profit: $1,665 | Adjusted $311 for year-over-year non-comparability items and $8 for anticipated events | | FY21 | | | | EPS: $2.66 | Adjusted EPS: $2.66 | None | | Operating Profit: $1,776 | Adjusted Operating Profit: $1,964 | Adjusted $188 for year-over-year non-comparability items |

  90. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The Committee engages 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 2025, 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 2025. Based on this review, the Committee did not identify any conflict of interest raised by the work performed by FW Cook.

  91. MITIGATING RISK IN OUR COMPENSATION PROGRAM

    | What We DO | | | | | | | What We DON’T | | | ☑ | Focus employees on both short- and long-term goals. | ⌧ | No director or executive officer may pledge or hedge their ownership of Company stock. | | ☑ | Consider a mix of financial and non-financial goals to prevent over-emphasis on any single metric. | ⌧ | No excessive perquisites are provided to executives. | | ☑ | Allow for some subjective evaluation in the determination of incentive payouts, to ensure linkage between payouts and the “quality” of performance | ⌧ | No backdating or re-pricing of options may occur without shareholder approval. | | ☑ | Employ a greater portion of variable pay (i.e., incentives) at more senior levels of the organization | ⌧ | Since fiscal 2012, no change in control agreements have been executed with excise tax “gross-up” protection. | | ☑ | Require stock ownership for approximately 100 of our most senior employees, as of fiscal year end. | ⌧ | No additional years of credited service are provided to named executive officers in pension programs. | | ☑ | Generally require a “double-trigger” for accelerated vesting to occur in equity awards in connection with a change of control. | ⌧ | No compensation programs that encourage unreasonable risk taking will be implemented. | | ☑ | Provide for the clawback of amounts paid to any of our most senior officers in certain circumstances. | | | | ☑ | Use a range of strong processes and controls, including Committee oversight, in our compensation practices. | | | | ☑ | Engage an independent compensation consultant for the Committee; consultant performs no other work for our Company. | | |

  92. Summary Compensation Table—Fiscal 2025

    Summary Compensation Table—Fiscal 2025 The table below presents compensation information for individuals who served as our CEO and Chief Financial Officer during fiscal 2025 and for each of the other three most highly compensated individuals who were serving as executive officers at the end of fiscal 2025. Ms. O’Mara was not a named executive officer in fiscal 2023 or fiscal 2024; as such, information about her compensation for fiscal 2023 and fiscal 2024 is not included.

  93. Summary Compensation Table—Fiscal 2025

    | | | | | | | Change in | | | | | | | | | | Pension Value | | | | | | | | | | and Nonqualified | | | | | | | | | Non-Equity | Plan Deferred | | | | | | | | Stock | Incentive Plan | Compensation | All Other | | | Name and | Fiscal | Salary | Bonus | Awards(1) | Compensation(2) | Earnings(3) | Compensation(4) | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Sean Connolly | 2025 | 1,408,846 | — | 9,274,089 | 1,884,191 | — | 573,354 | 13,140,480 | | President and Chief | 2024 | 1,366,346 | — | 18,854,433 | 3,246,069 | — | 563,378 | 24,030,226 | | Executive Officer | 2023 | 1,317,308 | — | 14,444,447 | 2,471,385 | — | 486,961 | 18,720,100 | | Dave Marberger | 2025 | 830,385 | — | 2,466,519 | 616,976 | — | 171,014 | 4,084,894 | | Executive Vice President | 2024 | 798,077 | — | 4,738,087 | 1,053,342 | — | 155,174 | 6,744,680 | | and Chief Financial Officer | 2023 | 760,646 | — | 3,656,819 | 893,113 | — | 137,866 | 5,448,444 | | Noelle O'Mara | 2025 | 600,000 | 150,000(5) | 4,473,301 | 401,220 | | 58,750 | 5,683,271 | | Executive Vice President and President, | — | — | — | — | — | — | — | — | | New Platforms and Acquisitions | — | — | — | — | — | — | — | — | | Thomas McGough | 2025 | 830,385 | — | 2,466,519 | 616,976 | 3,187 | 161,796 | 4,078,863 | | Executive Vice President and | 2024 | 799,808 | — | 2,388,446 | 1,005,359 | 12,908 | 140,149 | 4,346,670 | | Co-Chief Operating Officer | 2023 | 771,154 | — | 3,656,819 | 787,348 | — | 135,462 | 5,350,783 | | Alexandre Eboli | 2025 | 639,231 | | 2,367,849 | 427,454 | — | 122,891 | 3,557,425 | | Executive Vice President and | 2024 | 576,539 | 150,000 | 1,528,587 | 750,074 | — | 88,571 | 3,093,771 | | Chief Supply Chain Officer | 2023 | 556,923 | 250,000 | 1,097,043 | 454,895 | — | 83,194 | 2,442,055 |

  94. Summary Compensation Table—Fiscal 2025

    | (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the stock awards granted during the reported fiscal years. The amounts reported for fiscal 2023 include the fiscal 2023-2025 Performance Shares, the amounts reported for fiscal 2024 include the fiscal 2024-2026 Performance Shares, and the amounts reported for fiscal 2025 include the fiscal 2025-2027 Performance Shares. Assuming the highest level of performance is achieved for the fiscal 2025 to 2027 Performance Shares, the grant date fair value of the fiscal 2025 to 2027 Performance Shares would have been: $11,538,502 for Mr. Connolly, $3,068,772 for Messrs. Marberger and McGough, $3,191,496 for Ms. O’Mara, and $2,945,988 for Mr. Eboli. Assumptions made in the valuation of these awards are discussed in Note 13 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2025. |

  95. Summary Compensation Table—Fiscal 2025

    | (2) For fiscal 2025, reflects awards earned under the fiscal 2025 AIP. A description of the fiscal 2025 AIP is included in the Compensation Discussion and Analysis. |

  96. Summary Compensation Table—Fiscal 2025

    | (3) The measurement date for pension value for fiscal 2025 was May 25, 2025. We do not offer above-market (as defined by SEC rules) or preferential earnings rates in our deferred compensation plans. For fiscal 2025, the entire amount reflects the aggregate change in the actuarial present value of pension amounts rather than nonqualified deferred compensation earnings. |

  97. Summary Compensation Table—Fiscal 2025

    | (4) The components of fiscal 2025 “All Other Compensation” include the following: |

  98. Summary Compensation Table—Fiscal 2025

    | | Perquisites and Personal Benefits | | | | | | (1) | (2) | (3) | (4) | | | Personal Use of | Matching | Security | Company Contribution to | | | Aircraft(a) | Gifts | Expenses(b) | Defined Contribution Plans(c) | | Named Executive Officer | ($) | ($) | ($) | ($) | | Mr. Connolly | 126,875 | 8,175 | 30,922 | 407,382 | | Mr. Marberger | — | 5,000 | — | 166,014 | | Ms. O'Mara | — | — | — | 58,750 | | Mr. McGough | — | — | — | 161,796 | | Mr. Eboli | — | — | — | 122,891 |

  99. Summary Compensation Table—Fiscal 2025

    | (a) Column 1 reflects the Company’s incremental cost of Mr. Connolly’s personal use of the aircraft (including the incremental cost of repositioning flights associated with such use), none of which was reimbursable by Mr. Connolly under his aircraft time share agreement with the Company. Mr. Connolly is obligated to reimburse the Company for certain of these incremental costs (such as fuel and incidentals, landing and parking fees, airport taxes, and catering costs) when such reimbursable costs exceed the $150,000 threshold under his agreement. See “Security Policy” above. |

  100. Summary Compensation Table—Fiscal 2025

    | (b) Column 3 reflects the Company’s incremental cost (including related parking, automobile insurance expenses, and a portion of the compensation and benefits costs of a Company employee who provided driving services) of providing Mr. Connolly with a Company car and driver for his commute and other transportation to and from our corporate office under our security policy. See “Security Policy” above. |

  101. Summary Compensation Table—Fiscal 2025

    | (c) Reflects the qualified 401(k) plan contributions and the Voluntary Deferred Comp Plan (VDCP) contributions (as detailed in the table below) by the Company. See additional information about the VDCP under “Nonqualified Deferred Compensation—Fiscal 2025.” |

  102. Summary Compensation Table—Fiscal 2025

    | | Company Contributions | Company Contributions | | | to Qualified 401(k) Plan | to VDCP | | Named Executive Officer | ($) | ($) | | Mr. Connolly | 30,092 | 377,290 | | Mr. Marberger | 31,898 | 134,116 | | Ms. O'Mara | 52,165 | 6,585 | | Mr. McGough | 31,898 | 129,898 | | Mr. Eboli | 33,715 | 89,176 |

  103. Summary Compensation Table—Fiscal 2025

    | (5) Reflects bonus paid as part of Ms. O’Mara’s sign-on package related to beginning her employment with the Company. |

  104. Grants of Plan-Based Awards—Fiscal 2025

    Grants of Plan-Based Awards—Fiscal 2025 The following table presents information about grants of plan-based awards (equity and non-equity) made during fiscal 2025 to the named executive officers. All equity-based grants were made under the shareholder approved 2023 Stock Plan.

  105. Grants of Plan-Based Awards—Fiscal 2025

    | | | | Estimated Possible Payouts Under | | | Estimated Future Payouts | | | All Other Stock | Grant Date Fair | | | | | Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | Awards: Number | Value of Stock | | | | | Awards(1) | | | Awards(2) | | | of Shares of | and Option | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or Units | Awards(3) | | Name | Award Type | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Mr. Connolly | AIP | — | — | 2,535,923 | 5,071,846 | — | — | — | — | — | | | Performance Shares | 7/24/2024 | — | — | — | — | 193,210 | 386,420 | — | 5,769,251 | | | RSU(4) | 7/24/2024 | — | — | — | — | — | — | 128,807 | 3,504,838 | | Mr. Marberger | AIP | — | — | 830,385 | 1,660,770 | — | — | — | — | — | | | Performance Shares | 7/24/2024 | — | — | — | — | 51,386 | 102,772 | — | 1,534,386 | | | RSU(4) | 7/24/2024 | — | — | — | — | — | — | 34,257 | 932,133 | | Ms. O'Mara | AIP | — | — | 540,000 | 1,080,000 | — | — | — | — | — | | | Performance Shares | 7/24/2024 | — | — | — | — | 53,441 | 106,882 | — | 1,595,748 | | | RSU(4) | 7/24/2024 | — | — | — | — | — | — | 21,925 | 596,579 | | | RSU (5) | 7/24/2024 | — | — | — | — | — | — | 82,217 | 2,280,974 | | Mr. McGough | AIP | — | — | 830,385 | 1,660,770 | — | — | — | — | — | | | Performance Shares | 7/24/2024 | — | — | — | — | 51,386 | 102,772 | — | 1,534,386 | | | RSU(4) | 7/24/2024 | — | — | — | — | — | — | 34,257 | 932,133 | | Mr. Eboli | AIP | — | — | 575,308 | 1,150,616 | — | — | — | — | — | | | Performance Shares | 7/24/2024 | — | — | — | — | 49,330 | 98,660 | — | 1,472,994 | | | RSU(4) | 7/24/2024 | — | — | — | — | — | — | 32,887 | 894,855 |

  106. Grants of Plan-Based Awards—Fiscal 2025

    | (1) Amounts reflect payout opportunities under the fiscal 2025 AIP discussed in our Compensation Discussion and Analysis. Actual payouts earned under the program for fiscal 2025 for all named executive officers can be found in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table—Fiscal 2025.” |

  107. Grants of Plan-Based Awards—Fiscal 2025

    | (2) Amounts reflect the Performance Share opportunities granted to our named executive officers in fiscal 2025 under our LTI plan with a measurement period of fiscal 2025 to 2027, including 20,554 sign-on Performance Shares granted to Ms. O’Mara, as described under “Fiscal 2025 Pay Decisions and Outcomes” under “Compensation Discussion and Analysis” above. The amount of Performance Shares earned, including any above-target payouts, will be determined in general based on our performance against goals set for each of the fiscal years during the performance period of fiscal 2025 to 2027. Final Performance Share payouts are subject to full negative discretion by the Committee. Further information about the Performance Shares can be found in the section headed “Fiscal 2025 Pay Decisions and Outcomes.” |

  108. Grants of Plan-Based Awards—Fiscal 2025

    | (3) The grant date fair value of Performance Shares granted under our LTI plan for relevant measurement periods is based on the probable (target) outcome for the relevant performance goals (computed in accordance with FASB ASC Topic 718) and reflects all of the performance years under the awards. These amounts are included in the “Stock Awards” column of the “Summary Compensation Table—Fiscal 2025.” |

  109. Grants of Plan-Based Awards—Fiscal 2025

    | (4) Amounts reflect the RSUs granted to our named executive officers in fiscal 2025 under our annual LTI plan that generally vest one-third each year over 3 years, described under “Fiscal 2025 Pay Decisions and Outcomes” under “Compensation Discussion and Analysis” above. |

  110. Grants of Plan-Based Awards—Fiscal 2025

    | (5) Amount reflects sign-on RSU awards granted to Ms. O’Mara, consisting of 68,514 shares that generally vest one-half on each anniversary of the grant date over 2 years and 13,703 shares that generally vest one-third each year over 3 years, described under “Fiscal 2025 Pay Decisions and Outcomes” under “Compensation Discussion and Analysis” above. |

  111. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025 The following table lists all stock options, Performance Shares and RSUs outstanding as of May 25, 2025 for the named executive officers.

  112. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Number | Market | Equity Incentive | Equity Incentive | | | | | | | | of Shares | Value of | Plan Awards: | Plan Awards: | | | | Number of | Number of | | | or Units | Shares or | Number of | Market or Payout | | | | Securities | Securities | | | of Stock | Units of | Unearned | Value of Unearned | | | | Underlying | Underlying | Option | | that Have | Stock that | Shares, Units or | Shares, Units or | | | | Unexercised | Unexercised | Exercise | Option | Not | Have Not | Other Rights that | Other Rights that | | | | Options (#) | Options (#) | Price | Expiration | Vested(2) | Vested(3) | Have Not Vested(4) | Have Not Vested(3)(4) | | Name | Grant Date | Exercisable(1) | Unexercisable | ($) | Date | (#) | ($) | (#) | ($) | | Mr. Connolly | 8/28/2015 | 283,111 | — | 31.06 | 8/27/2025 | — | — | — | — | | | 7/11/2016 | 273,309 | — | 35.81 | 7/10/2026 | — | — | — | — | | | 7/20/2022 | — | — | — | | 182,691 | 4,092,278 | — | — | | | 7/19/2023 | — | — | — | | 75,992 | 1,702,221 | — | — | | | 7/19/2023 | — | — | — | | 66,060(5)(6) | 1,479,740 | — | — | | | 7/24/2024 | — | — | — | | 128,807 | 2,885,277 | — | — | | | 7/19/2023 | — | — | — | | — | — | 186,288 | 4,172,860 | | | 7/19/2023 | — | — | — | | — | — | 264,238 | 5,918,934 | | | 7/24/2024 | — | — | — | | — | — | 200,588 | 4,493,181 | | Mr. Marberger | 9/1/2016 | 69,248 | — | 34.26 | 8/31/2026 | — | — | — | — | | | 7/20/2022 | — | — | — | | 46,251 | 1,036,022 | — | — | | | 7/19/2023 | — | — | — | | 20,211 | 452,726 | — | — | | | 7/19/2023 | — | — | — | | 30,316(5) | 679,078 | — | — | | | 7/24/2024 | — | — | — | | 34,257 | 767,357 | — | — | | | 7/19/2023 | — | — | — | | — | — | 49,545 | 1,109,805 | | | 7/19/2023 | — | — | — | | — | — | 49,545 | 1,109,805 | | | 7/24/2024 | — | — | — | | — | — | 53,348 | 1,195,003 | | Ms. O'Mara | 7/24/2024 | — | — | — | | 21,925 | 491,120 | — | — | | | 7/24/2024 | — | — | — | | 13,703 | 306,947 | — | — | | | 7/24/2024 | — | — | — | | 68,514(7) | 1,534,714 | — | — | | | 7/24/2024 | — | — | — | | — | — | 34,143 | 764,801 | | | 7/24/2024 | — | — | — | | — | — | 21,339 | 477,992 | | Mr. McGough | 8/28/2015 | 72,480 | — | 31.06 | 8/27/2025 | — | — | — | — | | | 7/11/2016 | 69,965 | — | 35.81 | 7/10/2026 | — | — | — | — | | | 7/20/2022 | — | — | — | | 46,251 | 1,036,022 | — | — | | | 7/19/2023 | — | — | — | | 20,211 | 452,726 | — | — | | | 7/24/2024 | — | — | — | | 34,257 | 767,357 | — | — | | | 7/19/2023 | — | — | — | | — | — | 49,545 | 1,109,805 | | | 7/24/2024 | — | — | — | | — | — | 53,348 | 1,195,003 | | Mr. Eboli | 7/20/2022 | — | — | — | | 13,875 | 310,800 | — | — | | | 7/19/2023 | — | — | — | | 12,935 | 289,744 | — | — | | | 7/24/2024 | — | — | — | | 32,887 | 736,669 | — | — | | | 7/19/2023 | — | — | — | | — | — | 31,708 | 710,266 | | | 7/24/2024 | — | — | — | | — | — | 51,214 | 1,147,190 |

  113. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (1) Please note that all share amounts and (if applicable) exercise prices included in the tables in this “Executive Compensation” section for awards granted prior to November 9, 2016 reflect the equitable adjustments to the Company’s outstanding equity awards that were made in connection with the spin-off of Lamb Weston. |

  114. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (2) Unless otherwise noted, service-based RSUs generally vest in full on the third anniversary of the grant date for grants prior to July 19, 2023 and generally vest a third each year on the anniversary of the grant date for three years for grants made on or after July 19, 2023. |

  115. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (3) The market value of unvested or unearned RSUs and Performance Shares is calculated using $22.40 per share, which was the closing market price of our common stock on the NYSE on the last trading day of fiscal 2025. |

  116. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (4) Reflects, on separate lines, as of May 25, 2025, the target number of shares that could be earned under the fiscal 2024 to 2026 and the fiscal 2025 to 2027 Performance Shares, plus accrued dividend equivalents. Generally, the Performance Shares are only earned to the extent we achieve the performance targets with respect to such awards. Fiscal 2024 to 2026 Performance Shares, plus dividend equivalents, will be distributed, if earned, following fiscal 2026, and fiscal 2025 to 2027 Performance Shares, plus dividend equivalents, will be distributed, if earned, following fiscal 2027. The fiscal 2023 to 2025 Performance Shares are included in the table entitled "Option Exercises and Stock Vested - Fiscal 2025" below. |

  117. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (5) Service-based RSUs awarded for retention purposes generally vest in full on the third anniversary of the grant date. |

  118. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (6) Includes accrued dividend equivalents. |

  119. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025

    | (7) Service-based RSUs awarded as a sign-on award generally vest one half each year on each anniversary of the grant date for two years. |

  120. Option Exercises and Stock Vested—Fiscal 2025

    Option Exercises and Stock Vested—Fiscal 2025 The following table summarizes the RSUs vested, the Performance Shares earned and the option awards exercised for fiscal 2025 for each of the named executive officers.

  121. Option Exercises and Stock Vested—Fiscal 2025

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized on | | | Acquired on Exercise | Exercise | Acquired on Vesting(1) | Vesting | | Name | (#) | ($) | (#) | ($) | | Mr. Connolly | — | — | 318,594 | 7,090,892 | | Mr. Marberger | — | — | 80,201 | 1,781,636 | | Ms. O'Mara | — | — | — | — | | Mr. McGough | — | — | 80,201 | 1,781,636 | | Mr. Eboli | — | — | 30,349 | 720,911 |

  122. Option Exercises and Stock Vested—Fiscal 2025

    | (1) Pursuant to the terms of the Performance Shares, dividend equivalents on earned shares, paid in additional shares of common stock, were also distributed to the named executive officers, specifically: 28,431 shares for Mr. Connolly; 7,198 shares for Messrs. Marberger, McGough; and 2,159 shares for Mr. Eboli. |

  123. Pension Benefits—Fiscal 2025

    Pension Benefits—Fiscal 2025 Conagra Brands previously maintained a non-contributory defined benefit pension plan for eligible employees (the Qualified Pension). The Qualified Pension was closed to new participants who joined the Company on or after August 1, 2013. As a result, Messrs. Connolly, Marberger, and Eboli and Ms. O’Mara are not eligible to participate. Of the named executive officers, only Mr. McGough currently participates in this plan. In the Qualified Pension, the pension benefit formula for the named executive officer participants is determined by adding two components:

  124. Pension Benefits—Fiscal 2025

    | ● | A multiple—0.9%—of Average Monthly Earnings (up to the integration level) multiplied by years of credited service. |

  125. Pension Benefits—Fiscal 2025

    | ● | A multiple—1.3%—of Average Monthly Earnings (over the integration level) multiplied by years of credited service. |

  126. Pension Benefits—Fiscal 2025

    “Average Monthly Earnings” is the monthly average of the executive’s annual compensation from the Company, up to the IRS limit, for the highest five consecutive years of the final ten years of his service. Only salary and annual incentive payments (reported in the “Non-Equity Incentive Plan Compensation” column of the summary compensation table year to year) are considered for the named executive officers in computing Average Monthly Earnings. The integration level is calculated by the IRS by averaging the last 35 years of Social Security taxable wages, up to and including the year in which the executive’s employment ends. Messrs. Connolly, Marberger, and Eboli and Ms. O’Mara are excluded from the table below because they are not eligible to participate in the Qualified Pension. Participants become vested in the pension benefit once they have 5 years of service with the Company; Mr. McGough is vested. Pension benefits become payable at age 65. There is no difference in the benefit formula upon an early retirement, and there is no payment election option that would impact the amount of annual benefits any of the named executive officers would receive. The Qualified Pension was frozen effective December 31, 2017. Credited service and Average Monthly Earnings were frozen as of such date.

  127. Pension Benefits—Fiscal 2025

    | | | Number of Years Credited | Present Value of Accumulated | | | | Service(2) | Benefit(3) | | Name | Plan Name(1) | (#) | ($) | | Mr. McGough | Qualified Pension | 10.9 | 310,519 |

  128. Pension Benefits—Fiscal 2025

    | (1) Qualified Pension refers to the Conagra Brands, Inc. Pension Plan. |

  129. Pension Benefits—Fiscal 2025

    | (2) The number of years of credited service set forth above is calculated as of May 25, 2025, which is the pension plan measurement date used for financial statement reporting purposes. The number of years of credited service set forth above is less than the actual years of service of Mr. McGough due to the freezing of the Qualified Pension effective December 31, 2017. Actual years of service are as follows: 18.3 years for Mr. McGough. |

  130. Pension Benefits—Fiscal 2025

    | (3) The valuation methodology and all material assumptions applied in quantifying the present value of the accumulated benefit are presented in Note 18 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 25, 2025. |

  131. Nonqualified Deferred Compensation—Fiscal 2025

    Nonqualified Deferred Compensation—Fiscal 2025 The table below shows the nonqualified deferred compensation activity for each named executive officer for fiscal 2025 under the Conagra Brands, Inc. Voluntary Deferred Compensation Plan, as amended and restated (Voluntary Deferred Comp Plan). Our Voluntary Deferred Comp Plan allows certain employees to defer receipt of between 6% to 50% of their salary, up to 90% of their annual incentive payment, or up to 90% of their salary plus annual incentive payment in excess of the IRS limit ($350,000 for calendar year 2025, and $345,000 for calendar year 2024). The investment alternatives for deferred amounts mirror those available under our Qualified 401(k) Plan. An election to participate in the plan must be timely filed with the Company in accordance with IRS requirements. Our Voluntary Deferred Comp Plan also provides nonqualified matching contribution benefits. The plan provides for Company matching contributions and Company non-elective contributions for eligible participants associated with amounts of eligible compensation above IRS limits. Mirroring the benefits provided under our Qualified 401(k) Plan, the matching contribution under our Voluntary Deferred Comp Plan also is a dollar-for-dollar match, limited to 6% of eligible compensation earned by the participant and paid by the Company in excess of the IRS limit. The non-elective contribution is equal to 3% of an eligible participant’s eligible compensation in excess of the IRS limit. Matching contributions and non-elective contributions are credited on or about December 31st of each year. The Voluntary Deferred Comp Plan also provides that, unless the Company determines otherwise with respect to a participant, the interest of each participant in his matching contributions and non-elective contributions will be immediately 100% vested. With respect to distributions from the Voluntary Deferred Comp Plan, in general, amounts will be distributed in cash in a lump sum in January following the individual’s separation from service unless the participant elects a different payment schedule at the time of deferral. Participants may also elect to receive their balances at certain other times, including upon or 18 months following the occurrence of a change of control. Elections regarding the time and form of payment are intended to comply with Section 409A of the Code, and certain payments to executives meeting the definition of a “specified employee” under Section 409A will be delayed for six months after the date of the separation from service. Executives may make hardship withdrawals from the Voluntary Deferred Comp Plan under certain circumstances, but no hardship withdrawals were requested by executives during fiscal 2025.

  132. Nonqualified Deferred Compensation—Fiscal 2025

    | | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | | | in Last FY(2) | in Last FY(3) | Last FY(4) | Distributions | Last FYE(5) | | Name | Plan(1) | ($) | ($) | ($) | ($) | ($) | | Mr. Connolly | Voluntary Def Comp Plan | 176,582 | 377,290 | 327,065 | — | 5,937,042 | | Mr. Marberger | Voluntary Def Comp Plan | 65,576 | 134,116 | 58,629 | — | 2,358,378 | | Ms. O'Mara | Voluntary Def Comp Plan | 160,488 | 6,585 | 56 | — | 167,129 | | Mr. McGough | Voluntary Def Comp Plan | 264,355 | 129,898 | 397,916 | (281,164) | 4,366,849 | | Mr. Eboli | Voluntary Def Comp Plan | 41,524 | 89,176 | 29,975 | — | 427,550 |

  133. Nonqualified Deferred Compensation—Fiscal 2025

    | (1) Voluntary Def Comp Plan refers to the Conagra Brands, Inc. Voluntary Deferred Compensation Plan, as amended. |

  134. Nonqualified Deferred Compensation—Fiscal 2025

    | (2) The amounts reported are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table—Fiscal 2025.” |

  135. Nonqualified Deferred Compensation—Fiscal 2025

    | (3) The amounts reported are included in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2025.” These amounts, together with our match on executive contributions to the Qualified CRISP, are disclosed in the column labeled “Company Contribution to Defined Contribution Plans” in the table included as footnote 4 to the “Summary Compensation Table—Fiscal 2025.” |

  136. Nonqualified Deferred Compensation—Fiscal 2025

    | (4) Our Voluntary Deferred Compensation Plan does not offer above market earnings (as defined by SEC rules). As a result, none of these earnings or losses are reflected in the “Summary Compensation Table—Fiscal 2025.” |

  137. Nonqualified Deferred Compensation—Fiscal 2025

    | (5) The following amounts from this column were reported in Summary Compensation Tables for fiscal years prior to fiscal 2025: Mr. Connolly, $4,192,327; Mr. Marberger, $1,892,683; Mr. McGough, $2,696,574; and $240,004, Mr. Eboli. These amounts reflect contributions only and do not include accumulated earnings or losses. The amount in this column includes the amount reflected in the “Executive Contributions in Last FY” and “Registrant Contributions in Last FY” columns. |

  138. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Our named executive officers’ employment may be terminated under several possible scenarios. In some of these scenarios, our plans, agreements, and arrangements would provide severance benefits in varying amounts to the executive. Further, our plans, agreements, and arrangements would provide for certain benefits (or for the acceleration of certain benefits) upon a change of control. Severance and other benefits that are payable upon a termination of employment or upon a change of control are described below. In the event of an actual triggering event under any of the plans, agreements, and arrangements discussed in this section, all benefits would be paid to the executive in accordance with, and at times permitted by, Section 409A of the Code.

  139. Summary of Possible Payments and Benefits

    Summary of Possible Payments and Benefits The chart below summarizes benefits that become payable to our named executive officers in connection with different possible termination scenarios under the terms of our agreements with them and our benefit plans.

  140. Summary of Possible Payments and Benefits

    | | Termination Event | | | | | | Compensation Element | Involuntary with Cause | Voluntary (with or without Good Reason) | Death or Disability | Retirement(1) | Involuntary without Cause | | Salary | CEO: Paid through month of termination | | | | | | Severance Pay Plan | No payment(2) | | | | CEO: Lump sum equal to 2x annual salary plus 2x target AIP for year of termination(2) Other NEOs: 52 weeks of salary continuation, plus one additional week of salary continuation for each year of continuous service prior to separation | | Annual Incentive Plan | No payment | | Prorated award for year of termination based on actual results | | CEO: Prorated award for year of termination based on actual results Other NEOs: Prorated award for year of termination based on actual results | | Stock Options | Forfeiture of unvested options and vested unexercised options | Forfeiture of unvested options and vested options remain exercisable for 90 days (or earlier expiration) | Death: Accelerated vesting Disability: Accelerated vesting on a prorated basis All outstanding options are currently vested and vested options remain exercisable for 3 years (or until earlier expiration) | Accelerated vesting (on a pro rata basis for early retirement); vested options remain exercisable for 3 years (or earlier expiration) | Accelerated vesting on a prorated basis and vested options remain exercisable for 90 days (or until earlier expiration date) | | RSUs | Forfeiture of unvested awards | | Death: Accelerated vesting Disability: Accelerated vesting on a prorated basis (100% vesting for non-retention RSUs if retirement eligible) | CEO: Continued vesting Other NEOs: Accelerated vesting (on a prorated basis for early retirement) | Retirement eligible: See Retirement Accelerated vesting on a prorated basis | | RSUs – Retention(3) | | | | Forfeiture of unvested awards with exceptions | CEO: Continued vesting with exceptions Other NEOs: Accelerated vesting on a prorated basis with exceptions | | Performance Shares | | | Death: Accelerated vesting at target Disability: Continued vesting on a prorated basis | Continued vesting (on a pro rata basis for early retirement) | Continued vesting on a pro rata basis with exceptions | | Performance Shares - Retention(4) | | | | Forfeiture of unvested awards with exceptions | | | Health and Welfare Benefits | Standard benefits provided under plans | | | | CEO: The Company pays his monthly COBRA premium for up to 24 months after termination of employment Other NEOs: standard benefits provided under plans |

  141. Summary of Possible Payments and Benefits

    | (1) Since attainting age 57, Mr. Connolly has been eligible for “Retirement” benefits described above pursuant to our letter agreement with him. Since attaining age 60, Messrs. Marberger and McGough have been eligible for “Retirement” benefits identified above. Retirement eligibility is achieved at age 60 following 5 years of service, or age 65 with no minimum service requirement. No named executive officer is currently eligible for “early retirement” which is achieved at age 55 following 10 years of service. |

  142. Summary of Possible Payments and Benefits

    | (2) This lump sum benefit payable as a result of involuntary termination of his employment by the Company without cause is also payable to Mr. Connolly if he voluntarily terminates his employment for good reason, as defined in his letter agreement with the Company. |

  143. Summary of Possible Payments and Benefits

    | (3) The RSU retention agreements with Messrs. Connolly and Marberger provide for continued vesting on a prorated basis upon retirement on or after the 2nd anniversary of the grant date. Mr. Connolly’s RSUs would continue to vest if his employment were terminated involuntarily by the Company without cause prior to the 2nd anniversary of the grant date and on a prorated basis if such termination occurred later. Ms. O’Mara’s sign-on award RSU agreements provide for forfeiture for any termination other than as a result of death or disability. |

  144. Summary of Possible Payments and Benefits

    | (4) The retention Performance Shares agreements with Messrs. Connolly and Marberger provide for continued vesting on a prorated basis upon retirement on or after the 2nd anniversary of the grant date. Ms. O’Mara’s sign-on award Performance Shares agreement provides for forfeiture for any termination other than as a result of death or disability. |

  145. Potential Payments Upon Termination of Employment and Change of Control Tables

    Potential Payments Upon Termination of Employment and Change of Control Tables In the first table below, we summarize the estimated incremental amounts payable by the Company to each of our named executive officers upon termination under various hypothetical scenarios. The second table summarizes estimated incremental amounts payable upon a hypothetical change of control and upon termination following a change of control. We have not included amounts payable regardless of the occurrence of the relevant triggering event. We also excluded death benefits where the executive would pay the premium. For all named executive officers, no payments would be made in the event of involuntary termination with cause or voluntary termination without good reason (if not retirement eligible). The data in the tables assumes the following:

  146. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | each triggering event occurred on May 25, 2025 (the last business day of fiscal 2025), and the per share price of our common stock was $22.40 (the closing price of our stock on the NYSE on May 23, 2025); |

  147. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | with respect to salary continuation, if an executive did not have a right to salary continuation under a stand-alone agreement with us, the severance pay plan guidelines applied; |

  148. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | where the Committee has discretionary authority to award a payout in connection with a change of control, it exercised that authority for prorated payouts at target levels; |

  149. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | with respect to the AIP and equity awards, in the case of an involuntary termination not for cause without a change of control, the termination was due to a position elimination or another termination event on the last business day of fiscal 2025 that would have resulted in severance compensation; |

  150. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | with respect to Performance Shares, awards that do not accelerate upon termination were earned at target levels (these amounts also include, based on our dividend rate for fiscal 2025, a cash value of dividend equivalents on the number of shares assumed to have been earned); |

  151. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | with respect to equity awards in the change of control scenario, a replacement award was provided; and |

  152. Potential Payments Upon Termination of Employment and Change of Control Tables

    | ● | in the disability scenarios, the disabling event lasted one year into the future. |

  153. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2025, the ratio of the annual total compensation of our CEO, Mr. Connolly (CEO Compensation), to the median of the annual total compensation of all our consolidated subsidiary employees other than Mr. Connolly (Median Annual Compensation), was 203 to 1. For purposes of this pay ratio disclosure, CEO Compensation was determined to be $13,140,480 which represents the total compensation reported for Mr. Connolly under the “Summary Compensation Table—Fiscal 2025.” Median Annual Compensation for the identified median employee was determined to be $64,614.

  154. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” and certain financial performance of the Company. The Committee does not utilize compensation actually paid as the basis for making compensation decisions. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.” Over the five-year period, the total aggregate compensation actually paid to PEO was 24% lower than the pay reported in the Summary Compensation Table, reflecting the Company’s pay-for-performance alignment. The PEO and NEOs included in the below compensation columns reflect the following:

  155. Pay Versus Performance

    | Fiscal Year | PEO | NEOs | | 2025 | Sean Connolly | Dave Marberger, Noelle O’Mara, Tom McGough, Alexandre Eboli | | 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 |

  156. Pay Versus Performance

    | | | | 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) | ($) | | 2025 | 13,140,480 | (2,249,801) | 4,351,113 | 1,208,320 | 78.60 | 113.33 | 1,152.5 | 2.02 | | 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 |

  157. Pay Versus Performance

    | (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 “Executive Compensation—Summary Compensation Table—Fiscal 2025” above. |

  158. Pay Versus Performance

    | (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. |

  159. Pay Versus Performance

    | (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. “Executive Compensation—Summary Compensation Table—Fiscal 2025” above. |

  160. Pay Versus Performance

    | (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. |

  161. Pay Versus Performance

    | (5) Adjusted EPS, our Company-Selected Measure, has been selected by the Committee to be the 70% weighted metric for our fiscal 2025 to 2027 Performance Shares as a financial metric that is aligned with the Company’s strategic plan. EPS is our earnings per share, adjusted pursuant to pre-established guidelines approved by the Committee as described in “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in the “Compensation Discussion and Analysis” above. |

  162. Pay Versus Performance

    Adjustments for PEO:

  163. Pay Versus Performance

    | | Summary | | | | | | Compensation Table | Value of Equity | Equity Award | Compensation | | Fiscal | Total(1) | Stock Awards(a) | Adjustments(b) | Actually Paid | | Year | ($) | ($) | ($) | ($) | | 2025 | 13,140,480 | (9,274,089) | (6,116,192) | (2,249,801) | | 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 |

  164. Pay Versus Performance

    Average Adjustments for Non-PEO NEOs:

  165. Pay Versus Performance

    | | 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 | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 4,351,113 | (2,943,547) | (198,449) | (797) | 0 | 1,208,320 | | 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 |

  166. Pay Versus Performance

    | (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. |

  167. Pay Versus Performance

    | (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. |

  168. Pay Versus Performance

    Equity Award Adjustments for PEO:

  169. Pay Versus Performance

    | | | | + 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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 3,633,642 | (10,871,004) | 0 | 323,371 | 0 | 797,799 | (6,116,192) | | 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 |

  170. Pay Versus Performance

    Average Equity Award Adjustments for Non-PEO NEOs:

  171. Pay Versus Performance

    | | | | | +/- 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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 1,332,089 | (1,752,025) | 0 | 63,597 | 0 | 157,890 | (198,449) | | 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 |

  172. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in the section “Compensation Discussion and Analysis” above, our executive compensation program reflects our pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, not all performance measures are presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore we do not specifically align our performance measures with CAP (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following charts to reflect the relationships between information presented in the Pay Versus Performance table. The following graph reflects the relationship between the “compensation actually paid” for our PEO and the average “compensation actually paid” for our other NEOs for each of our 2021, 2022, 2023, 2024, and 2025 fiscal years, as calculated in accordance with Item 402(v) of Regulation S-K, and Conagra’s total shareholder return and the total shareholder return of the S&P 500 Packaged Foods Index, based on an initial investment on May 26, 2019 over the same period.

  173. COMPENSATION ACTUALLY PAID VS TSR

    COMPENSATION ACTUALLY PAID VS TSR The following graph reflects the relationship between the “compensation actually paid” for our PEO and the average “compensation actually paid” for our other NEOs for each of our 2021, 2022, 2023, 2024, and 2025 fiscal years, as calculated in accordance with Item 402(v) of Regulation S-K and Conagra’s net income calculated in accordance with GAAP over the same period.

  174. COMPENSATION ACTUALLY PAID VS NET INCOME

    COMPENSATION ACTUALLY PAID VS NET INCOME The following graph reflects the relationship between the “compensation actually paid” for our PEO and the average “compensation actually paid” for our other NEOs for each of our 2021, 2022, 2023, 2024, and 2025 fiscal years, as calculated in accordance with Item 402(v) of Regulation S-K and Conagra’s adjusted EPS, as calculated for compensation purposes, over the same period.

  175. COMPENSATION ACTUALLY PAID VS ADJ. EPS(1)

    COMPENSATION ACTUALLY PAID VS ADJ. EPS(1)

  176. COMPENSATION ACTUALLY PAID VS ADJ. EPS(1)

    | (1) Adjusted EPS is an adjusted metric used for compensation purposes and calculated as described in “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in the “Compensation Discussion and Analysis” above. |

  177. COMPENSATION ACTUALLY PAID VS ADJ. EPS(1)

    In addition, on a voluntary basis, we are providing the following additional description of the relationship between the “compensation actually paid” for our PEO and the average “compensation actually paid” for our other NEOs for each of our 2021, 2022, 2023, 2024, and 2025 fiscal years, as calculated in accordance with Item 402(v) of Regulation S-K and Adjusted Operating Profit, another financial performance measure used in our executive compensation program, as calculated for compensation purposes, over the same period.

  178. COMPENSATION ACTUALLY PAID VS ADJ. OPERATING PROFIT(1)

    COMPENSATION ACTUALLY PAID VS ADJ. OPERATING PROFIT(1)

  179. COMPENSATION ACTUALLY PAID VS ADJ. OPERATING PROFIT(1)

    | (1) Adjusted Operating Profit is an adjusted metric used for compensation purposes and calculated as described in “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in the “Compensation Discussion and Analysis” above. |

  180. COMPENSATION ACTUALLY PAID VS ADJ. OPERATING PROFIT(1)

    PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF KPMG LLP