DEF 14A of Conagra Brands Inc., Aug 4, 2023

DEF 14A of Conagra Brands Inc.

Filed Aug 4, 2023 · FY20230001104659-23-087717

Open on EDGAR

  1. Proposal 1: Election of Directors (▶ page 8)

    Proposal 1: Election of Directors (▶ page 8)

  2. Proposal 1: Election of Directors (▶ page 8)

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

  3. Proposal 1: Election of Directors (▶ page 8)

    Our business is managed under the direction of the Board, and you are being asked to vote to elect the members of the Board to hold office until the Conagra Brands 2024 Annual Meeting of Shareholders, and until their successors have been elected and qualified. The Board has nominated the 10 current directors and 1 additional nominee, all listed below, for election at the Annual Meeting. The Board believes that the combined nominee group reflects a broad range of skills, education, experiences, qualifications, age, tenure, and other characteristics that are valuable to our Company. As a result of the Board’s robust refreshment processes, our Board currently includes 5 directors with fewer than 5 years of service on our Board (4 of whom joined our Board in 2021 and 2022) and, with the election of Mr. Fraga, the average tenure of our directors will be 5.9 years. The following table provides a summary of certain information about our director nominees including the year each joined our board, current age, primary occupation, independence, committee membership, and service on the boards of other publicly traded companies.

  4. Proposal 1: Election of Directors (▶ page 8)

    | | | | | | Standing Committee Membership | | | # of Other Public Company Boards | | Name and Primary Occupation | | Age | Director since | Independent | Audit / Finance | Human Resources | Nominating & Corporate Governance | | | | Anil Arora President, Wealth The TIFIN Group | 62 | 2018 | | | | | 1 | | | Thomas “Tony” K. Brown Retired Group Vice President, Global Purchasing Ford Motor Company | 67 | 2013 | | | | | 1 | | | Emanuel “Manny” Chirico Retired CEO PVH Corp. | 66 | 2021 | | | | | 1 | | | Sean M. Connolly President and CEO Conagra Brands, Inc. | 57 | 2015 | | | | | 0 | | | George Dowdie Retired Executive Vice President of Global Supply Chain Starbucks Corporation | 67 | 2022 | | | | | 0 | | | Francisco Fraga SVP and Chief Information Officer, U.S. Pharmaceutical McKesson Corporation | 50 | Nominee | | | | | 0 | | | Fran Horowitz Chief Executive Officer Abercrombie & Fitch Co. | 59 | 2021 | | | | | 1 | | | Richard H. Lenny Retired Chair, President and CEO The Hershey Company | 71 | 2009 | | * | | | 2 | | | Melissa Lora Retired President Taco Bell International, a subsidiary of Yum! Brands, Inc. | 61 | 2019 | | | | | 2 | | | Ruth Ann Marshall Retired President of the Americas MasterCard International, Inc. | 69 | 2007 | | | | | 2 | | | Denise A. Paulonis President and CEO Sally Beauty Holdings, Inc. | 51 | 2022 | | | | | 1 |

  5. Proposal 1: Election of Directors (▶ page 8)

    | | Non-Executive Chair of the Board | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |

  6. Proposal 1: Election of Directors (▶ page 8)

    As Board Chair, Mr. Lenny is also deemed an ex-officio member of the Audit / Finance Committee.

  7. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  8. Overview

    Overview Our Board currently consists of 10 directors whose terms expire at the Annual Meeting. Based on the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board has nominated all 10 current directors, and 1 additional nominee, as named in this Proxy Statement for election at the Annual Meeting. If elected, each of the directors will hold office until the Conagra Brands 2024 Annual Meeting of Shareholders, and until their successors have been elected and qualified. We have no reason to believe that any of the nominees for director will be unable to serve if elected.

  9. Overview

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

  10. Board Skills and Qualifications

    Board Skills and Qualifications Our Nominating and Corporate Governance Committee plays a key role in identifying candidates for the Board who fulfill the Company’s requirements. More information on director recruitment and selection processes can be found in the “Director Nomination Process” section of this Proxy Statement. The Board desires that its membership collectively hold a broad and diverse range of skills, education, experiences, qualifications, characteristics, and perspectives, that can be leveraged for the benefit of the Company and its shareholders. Not only must individuals exhibit high standards for ethics and integrity to be nominated for Board service, they must be willing to commit the time needed to faithfully carry out a director’s duties, including overseeing our strategy, risks, CEO performance and succession planning, and director evaluation and refreshment processes. We seek to maintain a Board comprised predominately of independent directors; all of our director nominees are independent with the exception of our CEO. In addition to independence, we seek individuals with a variety of experiences, skills, and characteristics that will be valuable to our Board and enhance our Board’s effectiveness. The following matrix summarizes, for each director nominee, as of August 4, 2023, some of the key skills and expertise that they bring to the Board that were considered by our Nominating and Corporate Governance Committee as part of the director nomination process. This matrix is a high-level summary of notable areas of expertise and does not represent an exhaustive list of skills and expertise held by the director nominees or those considered by the Nominating and Corporate Governance Committee.

  11. Board Skills and Qualifications

    | Key Skills and Expertise Considered for Fiscal 2024 | | ARORA | BROWN | CHIRICO | CONNOLLY | DOWDIE | FRAGA | HOROWITZ | LENNY | LORA | MARSHALL | PAULONIS | | | Public Company Board Experience Directors who have served on other public company boards bring to our Board an understanding of corporate governance practices, experience in board oversight responsibilities, ability to provide strategic insights to management, and focus on growing long-term shareholder value. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Active or Former C-Suite Executive Directors who have served in senior leadership, i.e. as chief executive officer, chief operating officer, chief financial officer, or another similar high-level executive role, at a public company contribute to our Board through their leadership, ability to develop leadership in others, practical understanding of how large organizations operate, and strategic vision. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Market-facing Experience We have identified directors for our Board with consumer, commercial, eCommerce, marketing, and data insights experience who understand the market drivers of our industry. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | International Expertise Although our operations and sales are predominately in the United States, we value directors who can contribute to our success with an understanding of global supply chain and commercial issues and increase our understanding of other cultures.by sharing perspectives on operating in other countries | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Finance/Capital Management Expertise We have selected directors who are able to understand our financial statements and capital structure, oversee our accounting and financial reporting processes, and provide strategic insights regarding complex financial transactions. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | M&A Experience As a company that has utilized mergers and acquisitions (M&A) to curate our portfolio of brands, we value directors with M&A experience who are able to provide our Board with their insights on acquisition and divestiture transactions and integration of acquired businesses. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Technology Experience We have sought directors with an understanding of the use of information technology, data analytics, and enterprise-wide software to create efficiencies and productivity; experience with eCommerce including digital marketing, and expertise in managing related cybersecurity risks as we prioritize innovations in these areas to drive shareholder value. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Risk Management Experience As a company that faces risk associated with regulatory compliance, food safety, employee safety, and other risks, we benefit from directors with experience managing risks at companies in industries with similar risks. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Human Capital Management Experience Directors who have experience managing a large, diverse workforce provide the Board with an understanding of key issues relating to human capital management that are important to the Company including recruiting, talent development, diversity, compensation programs, and succession planning. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Sustainability Expertise We have sought directors who embody our corporate citizenship values and have experience managing sustainability driven change, including adoption of innovative techniques and transitioning to emerging technologies to reduce waste, reduce greenhouse gas emissions, preserve water, and support a sustainable supply chain. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  12. Board Demographics

    Board Demographics The director nominees bring a variety of diverse skills, backgrounds, and experiences to our Board. Our Board also seeks director nominees with different personal dimensions of diversity to enhance the breadth of the Board’s collective perspective and its effectiveness. As shown in the matrix below, 36% of our director nominees are female; 36% of our director nominees are racially or ethnically diverse; and in the aggregate 73% of our director nominees are diverse based on such characteristics.

  13. Board Demographics

    | Self-Identified Characteristics | Arora | Brown | Chirico | Connolly | Dowdie | Fraga | Horowitz | Lenny | Lora | Marshall | Paulonis | | Race: | | | | | | | | | | | | | African American or Black | | ● | | | ● | | | | | | | | Asian | ● | | | | | | | | | | | | Hispanic | | | | | | ● | | | | | | | White | | | ● | ● | | | ● | ● | ● | ● | ● | | Gender: | | | | | | | | | | | | | Female | | | | | | | ● | | ● | ● | ● | | Male | ● | ● | ● | ● | ● | ● | | ● | | | | | LGBTQ+: | | | | | | | | | | ● | |

  14. Director Refreshment

    Director Refreshment Our Board represents an intentional mix of long-tenured directors and new perspectives, insights, expertise, and experiences. The average tenure of our director nominees is 5.9 years, with seven of our current directors having joined our Board since 2018. The Board uses refreshment processes to enable it to evaluate the continued alignment of the Board’s membership with the needs of Conagra Brands. The Board’s refreshment processes involve reviewing and modifying the skills matrix and experience required for membership. 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.

  15. Director Nominees

    Director Nominees The following biographies provide more detail regarding each nominee including their age on August 4, 2023, the date of this Proxy Statement.

  16. Director Nominees

    | ANIL ARORA | Independent | Director since July 17, 2018 | | Age 62 Board Committees • Human Resources • Nominating and Corporate Governance | Professional Experience The TIFIN Group (2020 to present) • President, Wealth Envestnet|Yodlee (2015 to 2019) • Chief Executive Officer Yodlee, Inc. (2000 to 2015) • Chief Executive Officer Gateway, Inc. The Pillsbury Company Kraft Foods Group • Various management roles | 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) | | | 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., The Pillsbury Company, and Kraft Foods Group. Mr. Arora also adds finance, risk management, and technology expertise to our Board from his past executive roles and his current role as President of the wealth segment at The TIFIN Group, a financial technology company. | |

  17. Director Nominees

    | THOMAS “TONY” K. BROWN | Independent | Director since October 15, 2013 | | Age 67 Board Committees • Audit / Finance • Nominating and Corporate Governance | Professional Experience Ford Motor Company (1999 to retirement in 2013) • Group Vice President, Global Purchasing (2008 to 2013) • Various leadership positions in Global Purchasing United Technologies Corporation QMS, Inc. Digital Equipment Corporation • Various management roles in supply chain and purchasing | Other Public Boards 3M Company (2013 to present) Past Public Boards Tower International, Inc. (2014 to 2019) | | | 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, both publicly-traded, international manufacturing companies, provides him with a deep understanding of the Board’s risk oversight responsibilities. Additionally, Mr. Brown adds valuable capital management and financing insights and expertise to our Board from experience leading Ford Motor Company’s global purchasing team and other senior leadership roles in global purchasing management and supply chain operations. | |

  18. Director Nominees

    | EMANUEL “MANNY” CHIRICO | Independent | Director since February 1, 2021 | | Age 66 Board Committees • Audit / Finance | Professional Experience PVH Corp. (1993 to retirement in 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) | | | 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 market facing, 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, finance, and risk and compliance oversight. | |

  19. Director Nominees

    | SEAN M. CONNOLLY | | Director since April 6, 2015 | | Age 57 Board Committees • Executive | 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 • Various food and beverage brand management roles | Other Public Boards None Past Public Company Boards The Hillshire Brands Company (2012 to 2014) | | | 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 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. | |

  20. Director Nominees

    | GEORGE DOWDIE | Independent | Director since March 1, 2022 | | Age 67 Board Committees • Audit / Finance | Professional Experience Starbucks Corporation (2013 to retirement in 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 • Various management roles | Other Public Boards None | | | Highlighted Skills and Qualifications Mr. Dowdie brings strong international and market-facing 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. | |

  21. Director Nominees

    | FRANCISCO FRAGA | Independent | Director Nominee | | Age 50 Board Committees If elected as a director, our Board of Directors anticipates appointing Mr. Fraga as a member of our Audit / Finance Committee. | Professional Experience McKesson Corporation (2021 to present) • Senior Vice President and Chief Information Officer, U.S. Pharmaceutical Campbell Soup Company, Inc. (2017 to 2021) • Senior Vice President and Chief Information & Technology Officer Procter & Gamble Company (1996 to 2017) • Various management roles | Other Public Boards None | | | Highlighted Skills and Qualifications Our Board has nominated Mr. Fraga to bring valuable technology and cybersecurity expertise to our Board. Our Board anticipates that he will provide insights grounded in his robust consumer products industry background and based on his experience leading information technology transformations. It also expects that Mr. Fraga will add global market-facing eCommerce 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 (a branded food products company) and Procter & Gamble (a branded consumer packaged goods company) where he also oversaw digital innovations. | |

  22. Director Nominees

    | FRAN HOROWITZ | Independent | Director since August 2, 2021 | | Age 59 Board Committees • Human Resources | Professional Experience Abercrombie & Fitch Co. (2014 to present) • Chief Executive Officer (2017 to present) • President and Chief Merchandising Officer (2015 to 2017) • Member of the Office of the Chairman (2014 to 2017) • Brand President of Hollister (2014 to 2015) Ann Taylor Loft, Inc. Express, Inc. Bloomingdale’s • Various management roles | Other Public Boards Abercrombie & Fitch Co. (2017 to present) | | | Highlighted Skills and Qualifications As an active CEO of a publicly-traded company, Abercrombie & Fitch Co. (a branded fashion retailer), Ms. Horowitz brings strong leadership skills and insights to our Board. Additionally, through prior leadership positions with a variety of companies, including leading fashion retailers Ann Taylor Loft, Inc., Express, Inc. and Bloomingdale’s, she provides our Board with retail market-facing expertise and experience with international operations. | |

  23. Director Nominees

    | RICHARD H. LENNY | Independent | Director since March 17, 2009 Non-Executive Chair since May 28, 2018 | | Age 71 Board Committees • Audit / Finance (Ex-officio member) • Executive (Chair) • Human Resources • Nominating and Corporate Governance (Chair) | Professional Experience Friedman, Fleischer & Lowe, LLC (2011 to retirement in 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 • Various management roles | Other Public Boards Illinois Tool Works Inc. (2014 to present) • Lead Independent Director (2020 to present) McDonald’s Corporation (2005 to present) Past Public Boards Information Resources, Inc. (2013 to 2018) Discover Financial Services (2009 to 2018) The Hershey Company (2001 to 2007) | | | 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. | |

  24. Director Nominees

    | MELISSA LORA | Independent | Director since January 4, 2019 | | Age 61 Board Committees • Audit / Finance (Chair) • Executive Committee • Nominating and Corporate Governance | Professional Experience Taco Bell Corp., a subsidiary of Yum! Brands, Inc. (2001 to retirement in 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 KB Home (2004 to present) • Lead Independent Director (2016 to present) NVIDIA Corporation (2023 to present) Past Public Boards MGIC Investment Corporation (2018 to 2022) | | | Highlighted Skills and Qualifications As a former executive 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 and market-facing experience and deep expertise in finance, risk, 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. 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 acting as lead independent director of KB Home. | |

  25. Director Nominees

    | RUTH ANN MARSHALL | Independent | Director since May 23, 2007 | | Age 69 Board Committees • Executive • Human Resources (Chair) • Nominating and Corporate Governance | Professional Experience MasterCard International, Inc. (1999 to retirement in 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) Global Payments, Inc. (2006 to present) | | | 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. 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 market-facing experience and technology expertise gained from her work growing the MasterCard Americas payments technology business, domestically and internationally, including through new product development. | |

  26. Director Nominees

    | DENISE A. PAULONIS | Independent | Director since August 1, 2022 | | Age 51 Board Committees • Audit / Finance | 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 • Various management roles | Other Public Boards Sally Beauty Holdings, Inc. (2018 to present) | | | 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 management experience, including expertise in technology from her leadership roles at both Sprouts Farmers Market (a supermarket chain) and The Michaels Companies (an arts and crafts specialty retail company). | |

  27. 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.

  28. 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. 2014 Stock Plan, as amended (2014 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 2023 is set forth below.

  29. 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 2023.

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

    | Non-Employee Director Compensation—Directors Other than the Board Chair | | | Annual Cash Retainer | $100,000 per year(1) | | Annual Committee Chair Retainer(2) | $20,000 for each committee Chair(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 $165,000, effective on the first trading day of the fiscal year(3) |

  31. 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. (2) Excludes the Executive Committee. No retainer is paid for service to the Executive Committee. (3) 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. All non-employee directors (other than the Board Chair) serving as of the first trading day of fiscal 2023 received 4,738 RSUs on May 31, 2022 (targeted value of $165,000). These RSUs vested on May 31, 2023. In connection with her appointment to the Board in August 2022, Ms. Paulonis received 3,981 RSUs on September 1, 2022 (target value of $137,500), which RSUs are scheduled to vest on September 1, 2023. 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.

  32. NON-EMPLOYEE DIRECTOR COMPENSATION—BOARD CHAIR

    NON-EMPLOYEE DIRECTOR COMPENSATION—BOARD CHAIR In lieu of the elements described above, the Board Chair’s compensation for fiscal 2023 consisted of a grant of RSUs with a targeted value equal to $425,000. The number of RSUs granted, 12,204, was determined by dividing $425,000 by the average closing price of our common stock on the NYSE for the 30 trading days prior to the grant date of May 31, 2022. The material terms of the RSUs were identical to those described above for the other non-employee directors.

  33. 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 2023: • A matching gifts program was available to all non-employee directors. Conagra Brands matched up to $10,000 of a director’s charitable donations made during the fiscal year; and • 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).

  34. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2023

    NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2023

  35. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Anil Arora | 100,000 | 155,833 | 10,000 | 265,833 | | Thomas “Tony” K. Brown | 100,000 | 155,833 | 0 | 255,833 | | Emanuel “Manny” Chirico | 100,000 | 155,833 | 0 | 255,833 | | George Dowdie | 100,000 | 155,833 | 0 | 255,833 | | Joie A. Gregor(3) | 60,000 | 155,833 | 0 | 215,833 | | Fran Horowitz | 100,000 | 155,833 | 10,000 | 265,833 | | Rajive Johri(3) | 50,000 | 155,833 | 10,000 | 215,833 | | Richard H. Lenny | 0 | 401,390 | 10,000 | 411,390 | | Melissa Lora | 120,000 | 155,833 | 10,000 | 285,833 | | Ruth Ann Marshall | 120,000 | 155,833 | 10,000 | 285,833 | | Craig Omtvedt(3) | 50,000 | 155,833 | 10,000 | 215,833 | | Denise Paulonis(4) | 82,692 | 136,548 | 0 | 219,241 |

  36. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE—FISCAL 2023

    (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 2023. The number of RSUs granted to all directors was determined by dividing the intended grant value ($137,500 for Ms. Paulonis and $165,000 for other non-employee directors other than Mr. Lenny who received $425,000) 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 12 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2023. At fiscal 2023 year-end, Mr. Lenny held 12,543 RSUs, Ms. Paulonis held 4,052 RSUs, Ms. Gregor and Messrs. Johri and Omtvedt held no RSUs, and each other non-employee director held 4,869 RSUs. (2) Reflects the amount paid to a designated charitable organization on the director’s behalf under the matching gifts program. (3) Effective as of September 21, 2022, Ms. Gregor and Messrs. Omtvedt and Johri retired from the Board and 2,369 outstanding RSUs held by each of them accelerated and vested in connection with their retirement from the Board. Ms. Paulonis was appointed to the Board effective August 1, 2022.

  37. EXECUTIVE SUMMARY

    | | | 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). | • Benefit packages 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 2023 awards were generally based on two weighted metrics: ◦ 30% Weighting: Net sales, adjusted for items impacting comparability (Adjusted Net Sales) ◦ 70% Weighting: Operating income, adjusted for items impacting comparability (Adjusted Operating Income) | • Financial performance measures are aligned to our annual operating plan. • Individual performance modifier is based on annual performance evaluations. • Payouts in fiscal 2023 could 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. • Pays out generally after three years. | | | | | | Performance Shares—60% of Opportunity | | | | | | • Opportunity to earn shares of our common stock if we achieve pre-set performance goals over a three-year period. • Performance goals were: ◦ Year-over-year growth rate of our diluted earnings per share (EPS), adjusted for items impacting comparability (Adjusted EPS Growth Rate) weighted at 70% ◦ Year-over-year growth rate of our net sales adjusted for items impacting comparability (Adjusted Net Sales Growth Rate), weighted at 30% | • Payouts will ultimately range from 0% to 200% of target. | | | | | RSUs—40% of Opportunity | | | | | | • Opportunity to earn shares of our common stock if the employee generally remains with Conagra over the three-year vesting period of the award. | • Rewards stock price appreciation and tenure. |

  38. Changes to and Additional Awards under LTI Plan for Fiscal 2023

    Changes to and Additional Awards under LTI Plan for Fiscal 2023 For fiscal 2023, the Committee determined to reallocate the mix of Performance Shares and RSUs in the LTI Plan to 60% Performance Shares and 40% RSUs compared to 75% Performance Shares and 25% RSUs in fiscal 2022, taking into account volatility, market alignment with peer programs, and further alignment with the long-term interests of our shareholders. The Committee also determined to include a second metric, Adjusted Net Sales Growth Rate, weighted at 30%. Both changes, which are consistent with the practices of our industry peers, were undertaken as a means to reduce the degree of risk in the LTI Plan given the challenges faced in recent years with long term goal setting and keep our LTI Plan market competitive. Taking into consideration the LTI Plan participants’ actual performance driving shareholder value during the prior period’s historic macro-volatility and super-inflation, the Committee approved a one-time, additional target value opportunity under the fiscal 2023 LTI Plan in order to recognize their effective management of the business through an unprecedented external environment, and to incentivize and energize the plan participants to drive continued future performance in fiscal 2023 and beyond.

  39. Changes to AIP and Retention Awards under LTI Plan for Fiscal 2024

    Changes to AIP and Retention Awards under LTI Plan for Fiscal 2024 Informed by our shareholder engagement in fiscal 2023, the Committee incorporated free cash flow, adjusted for items impacting comparability, as a metric for our fiscal 2024 AIP to align our metrics with our priorities to drive improvements of our debt-to-equity ratio and our overall credit rating. In order to better align our LTI Plan with the compensation practices of our peers and other companies for which we compete for talent, the Committee approved ratable vesting for the RSUs granted in fiscal 2024, which will vest one-third each grant date anniversary. Additionally, the Committee approved certain awards for our CEO to help retain him for at least the next three years and motivate him to continue to build shareholder value. Since attaining age 57 in 2022, Mr. Connolly has been entitled to certain retirement treatment for his annual Company equity awards and generally does not have to remain employed by the Company in order to continue to vest in his annual Company RSUs and Performance Shares. On July 19, 2023, the Committee approved the grant of certain performance and retention incentive awards to Mr. Connolly consisting of $8,000,000 in Performance Shares (generally, 3-year performance period), representing 80% of the total target value, and $2,000,000 in service-based RSUs (generally, 3-year cliff vesting), representing 20% of the total target value, that are specifically exempt from his retirement benefit in order to enhance their retentive effect. We intend to provide more information about these grants in our 2024 proxy statement.

  40. OUR FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM

    | Fixed Compensation | Variable Compensation | | • Base Salary • Health and Welfare Benefits • Retirement Benefits | • Fiscal 2023 AIP (cash settled) • Fiscal 2023-2025 LTI Plan (stock settled) |

  41. Fiscal 2023 Target Compensation Opportunity Mix

    Fiscal 2023 Target Compensation Opportunity Mix For fiscal 2023, the Committee determined to reallocate the mix of Performance Shares and RSUs to 60% Performance Shares and 40% RSUs compared to 75% Performance Shares and 25% RSUs in fiscal 2022, taking into account volatility, market alignment with peer programs, and further alignment with the long-term interests of our shareholders. Additional grant date value awarded under the LTI Plan, described below under “Changes to Target Compensation Opportunity for Fiscal 2023,” caused an increase in the percentage of total compensation represented by the LTI Plan for fiscal 2023. The charts below show the allocation of the total target compensation opportunity (calculated using base salary earnings, targeted fiscal 2023 AIP award, and targeted LTI Plan value) for Mr. Connolly and for our other named executive officers as a group.

  42. Changes to Target Compensation Opportunity for Fiscal 2023

    Changes to Target Compensation Opportunity for Fiscal 2023 As described above, the Committee examines a variety of factors including roles and responsibilities, peer compensation, market data, and individual, team, and Company performance when establishing target compensation opportunities for our NEOs. After considering those factors, including Mr. Connolly’s strong performance in fiscal 2022, the Committee increased Mr. Connolly’s salary to $1,325,000 as of May 30, 2022 from $1,275,000, his target AIP award opportunity to 175% from 165%, and increased the grant date value of his award under the LTI Plan to $8,800,000 for fiscal 2023 from $8,421,000 in fiscal 2022. Similar adjustments were made to our other NEOs’ salaries while no changes were made to target AIP award opportunities for our other NEOs as detailed below under “Base Salaries” and “Annual Incentive Plan.” In setting LTI Plan equity award values for fiscal 2023, the Committee took into consideration the LTI Plan participants’ actual performance driving shareholder value during the prior period’s historic macro-volatility and super-inflation. In order to recognize their effective management of the business through an unprecedented external environment, and to incentivize and energize the LTI Plan participants to drive continued future performance in fiscal 2023 and beyond, the Committee approved a one-time, additional target value opportunity under the fiscal 2023 LTI Plan in the form of RSUs and Performance Shares. The Committee believes the additional value is reasonable, consistent with our pay-for-performance philosophy, and it is intended to further align the interests of the participants with the long-term interests of our shareholders. The additional value was awarded in the form of RSUs and Performance Shares in proportion to the fiscal 2023 LTI Plan grants, with three-year cliff vesting and a three-year performance period for retention and to incent long-term performance. The additional value awarded to each of our NEOs is detailed below under “Long-Term Incentive Plan—RSUs” and “Long-Term Incentive Plan—Performance Shares.”

  43. INCENTIVE PROGRAMS—OVERVIEW

    INCENTIVE PROGRAMS—OVERVIEW We use incentive programs to closely align management compensation with Company performance. Our incentive programs reward for achievement of our annual operating plan and progress made towards our long-term strategic plan with a mixture of performance-based and time-based equity awards. For fiscal 2023, opportunities under these programs combined to represent approximately 93% of Mr. Connolly’s compensation. For the named executive officers other than the CEO, targeted variable compensation opportunity for fiscal 2023 represented approximately 85% of total compensation. We provide details of our incentive programs below. Financial targets disclosed in these discussions are done so in the limited context of our incentive plans; they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

  44. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN The fiscal 2023 AIP (FY23 AIP), provided a cash incentive opportunity to approximately 4,700 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 sustain a pay-for-performance culture. At the start of fiscal 2023, the Committee approved the Company’s Adjusted Operating Income and Adjusted Net Sales objectives as the metrics for the FY23 AIP (subject to adjustment, as appropriate, for items impacting comparability of results). The Committee determined that, due to the continued super-inflationary environment, consistent emphasis on operating income was warranted for fiscal 2023 and therefore maintained the weight of the Adjusted Operating Income metric at 70% with Adjusted Net Sales weighted at 30%, to reward employees for achieving key elements of the FY23 AIP: sales and profit growth. In addition, because the Company believes that the achievement of its diversity and inclusion initiatives, in alignment with the Company’s strategy, will support the creation of sustainable long-term value for shareholders, the FY23 AIP included diversity and inclusion as a component of the overall performance assessment process as part of the individual performance modifier for senior leaders. Under the FY23 AIP, the total payout opportunity for participants continued to be capped at 200% of targeted awards. The Adjusted Operating Income and Adjusted Net Sales goals for the FY23 AIP were as follows:

  45. ANNUAL INCENTIVE PLAN

    | | | | | Goals ($ in millions) | | | | | | Metric | | Weight | | Threshold (25% Payout) | Below Target (95% Payout) | Target (100% Payout) | Above Target (105% Payout) | Maximum (200% Payout) | | | Adjusted Operating Income | 70% | | 1,489 | 1,768 | 1,861 | 1,954 | 2,233 | | | Adjusted Net Sales | 30% | | 11,041 | 11,777 | 12,268 | 12,759 | 13,495 |

  46. Individual Payout Opportunities

    Individual Payout Opportunities In addition to setting the financial goals for the FY23 AIP, the Committee set corresponding target AIP opportunities for each named executive officer, measured as a percentage of his or her base salary earned for fiscal 2023. The following table shows the ranges of authorized payments for the named executive officers based on achievement of the Adjusted Operating Income and Adjusted Net Sales goals approved for the FY23 AIP. No portion of the incentive was guaranteed.

  47. Individual Payout Opportunities

    | Named Executive Officer | Threshold AIP Award (as % of Base Salary Earnings) | Target AIP Award (as % of Base Salary Earnings) | Maximum AIP Award (as % of Base Salary Earnings) | | Mr. Connolly | 44% | 175% | 350% | | Mr. Marberger | 25% | 100% | 200% | | Mr. McGough | 25% | 100% | 200% | | Mr. Serrao | 23% | 90% | 180% | | Ms. Brock | 20% | 80% | 160% |

  48. Individual Payout Opportunities

    Mr. Connolly’s AIP target, as a percentage of base salary earned, was increased to 175% from 165% to better align his total targeted compensation opportunity between the market median and the seventy-fifth percentile for his role. The targets for the other NEOs, as percentages of base salary earned, remained unchanged from fiscal 2022. Please see the information above for a discussion of the factors the Committee considered when determining the individual target AIP awards of each of the named executive officers.

  49. Fiscal 2023 Results

    | Metric | | FY23 Target ($ in millions) | FY23 AIP Results ($ in millions) | Funding Level | | | Adjusted Operating Income | 1,861.0 | 1,917.1 | 103.0% of Target | | | Adjusted Net Sales | 12,268.1 | 12,277.0 | 100.1% of Target | | | | | Payout % | 102.1% of Target |

  50. Determination of Individual Named Executive Officer Awards

    | Named Executive Officer | Target Opportunity ($) | Actual AIP Payout ($) | Actual Payout as a % of Target Opportunity | | Mr. Connolly | 2,305,289 | 2,471,385 | 107.2% | | Mr. Marberger | 760,646 | 893,113 | 117.4% | | Mr. McGough | 771,154 | 787,348 | 102.1% | | Mr. Serrao | 568,039 | 579,967 | 102.1% | | Ms. Brock | 401,846 | 410,285 | 102.1% |

  51. Fiscal 2024 Annual Incentive Plan

    Fiscal 2024 Annual Incentive Plan At the start of fiscal 2024, the Committee approved Adjusted Operating Income and Adjusted Net Sales at revised weightings of 50% and 25%, respectively, and once again returned to a free cash flow metric (adjusted for items impacting comparability) weighted at 25% to create balanced emphasis on priorities for fiscal 2024 (FY24). Results are subject to adjustment as appropriate to neutralize for external factors beyond management’s control.

  52. 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 2023, our LTI Plan was intended to:

  53. LONG-TERM INCENTIVE PLAN OVERVIEW

    | | | | | • provide variable, competitive compensation based on long-term Company performance | • incent and reward leaders who have the greatest ability to drive long-term Company success | • reward participants for desired results that align with shareholder value creation |

  54. LONG-TERM INCENTIVE PLAN OVERVIEW

    | For fiscal 2023, the Committee determined to reallocate the mix of Performance Shares and RSUs to 60% Performance Shares and 40% RSUs compared to 75% Performance Shares and 25% RSUs in fiscal 2022, taking into account volatility, market alignment with peer programs, and further alignment with the long-term interests of our shareholders. | |

  55. Fiscal 2023 LTI Plan Target Opportunity and Additional Opportunity

    Fiscal 2023 LTI Plan Target Opportunity and Additional Opportunity After considering the factors described above with respect to LTI Plan award size for each NEO, the Committee approved increases to annual LTI Plan target opportunities for fiscal 2023 for certain of the NEOs including an increase to Mr. Connolly’s annual LTI Plan target opportunity from $8,421,000 to $8,800,000 to better align Mr. Connolly’s total targeted compensation to between the market median and market seventy-fifth percentile. Increases for the other NEOs, except Mr. Serrao, were also made to more closely align to between the market median and market seventy-fifth percentile for each of their roles. In establishing our NEO’s LTI Plan grant value for the one-time, additional target value opportunity approved by the Committee for all participants for fiscal 2023, the Committee considered each NEO’s actual performance driving shareholder value during the prior period’s historic macro-volatility and super-inflation. The Committee’s decision to grant additional value to all participants for the fiscal 2023 LTI Plan is described in more detail under “Changes to Target Compensation Opportunity for Fiscal 2023” above. All fiscal 2023 LTI Plan grants were made on July 20, 2022.

  56. Fiscal 2023 LTI Plan Target Opportunity and Additional Opportunity

    | | | FY23 Grant Value | | | Named Executive Officer | Fiscal 2022 Annual Grant Value ($) | Fiscal 2023 Annual Grant Value ($) | Fiscal 2023 Additional Grant Value ($) | | Mr. Connolly | 8,421,000 | 8,800,000 | 7,000,000 | | Mr. Marberger | 2,000,000 | 2,500,000 | 1,500,000 | | Mr. McGough | 2,000,000 | 2,500,000 | 1,500,000 | | Mr. Serrao | 1,600,000 | 1,600,000 | 1,500,000 | | Ms. Brock | 800,000 | 1,000,000 | 1,000,000 |

  57. Fiscal 2023 LTI Plan Target Opportunity and Additional Opportunity

    Each element of the LTI Plan used in fiscal 2023 is discussed more fully below.

  58. 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, all RSUs granted in fiscal 2023 vest in full on the third anniversary of the date of grant, subject to the executive’s continued employment with us. Awards granted in fiscal 2023 are not entitled to dividend equivalents. The number of RSUs granted to each named executive officer pursuant to the fiscal 2023 LTI Plan (with the fiscal 2023 additional grant value listed separately from the annual grant) is set forth below. Targeted values described above were converted into grant sizes by dividing the dollar value of the targeted opportunity by the average of the closing market price of our common stock on the NYSE for the 10 trading days prior to, but not including the grant date.

  59. LONG-TERM INCENTIVE PLAN—RSUS

    | Named Executive Officer | Annual Grant of RSUs for Fiscal 2023 (#) | Additional Grant of RSUs for Fiscal 2023 (#) | | Mr. Connolly | 101,752 | 80,939 | | Mr. Marberger | 28,907 | 17,344 | | Mr. McGough | 28,907 | 17,344 | | Mr. Serrao | 18,500 | 17,344 | | Ms. Brock | 11,563 | 11,562 |

  60. 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 time. In general, the Performance Shares vest following completion of the third fiscal year following 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 targeted award. Dividend equivalents are paid on the portion of Performance Shares actually earned at our regular dividend rate in additional shares of common stock. The three-year nature of each Performance Share grant means that in any year, a named executive officer can have Performance Shares relating to up to three performance periods outstanding at any time. In fiscal 2023, for example, each named executive officer had outstanding fiscal 2021 to 2023 Performance Shares, fiscal 2022 to 2024 Performance Shares, and fiscal 2023 to 2025 Performance Shares. The targeted number of Performance Shares granted to our named executive officers in fiscal 2023 (with the fiscal 2023 additional grant value listed separately from the annual grant) together with the Performance Share grants made under the comparable program in fiscal 2022 and fiscal 2021, are set forth below. Targeted values described above were converted into grant sizes by dividing the dollar value of the targeted opportunity by the average of the closing market price of our common stock on the NYSE for the 10 trading days prior to, but not including the grant date.

  61. LONG-TERM INCENTIVE PLAN—PERFORMANCE SHARES

    | Named Executive Officer | Grant for Fiscal 2021 to 2023 Cycle (#) | Grant for Fiscal 2022 to 2024 Cycle (#) | Grant for Fiscal 2023 to 2025 Cycle (#) | Additional Grant for Fiscal 2023 to 2025 Cycle (#) | | Mr. Connolly | 160,058 | 180,203 | 152,628 | 121,408 | | Mr. Marberger | 33,044 | 42,798 | 43,360 | 26,016 | | Mr. McGough | 33,044 | 42,798 | 43,360 | 26,016 | | Mr. Serrao | 33,044 | 34,239 | 27,751 | 26,016 | | Ms. Brock | 16,522 | 17,119 | 17,344 | 17,344 |

  62. 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. The Committee’s preferred approach is for the performance goals in each grant to cover the full three-years of the performance period and remain un-revised throughout the cycle. However, the Committee retains the discretion to modify goals or use longer or shorter performance periods if doing so is appropriate considering relevant Company dynamics or macroeconomic conditions. For example, in recent years, the Committee amended goals set for outstanding Performance Shares to take into consideration tax reform legislation known as the Tax Cuts and Jobs Act (TCJA). Additionally, in July 2021 (due to uncertainties caused by the COVID-19 pandemic), for the fiscal 2021 to 2023 Performance Shares, the Committee set a one-year Adjusted EPS Growth Rate goal for the fiscal 2021 period (as described in our 2021 proxy statement) and then in July 2022, set a two-year Adjusted EPS CAGR goal for the fiscal 2022 to 2023 period (as described in our 2022 proxy statement). For the fiscal 2022 to 2024 Performance Shares, the Committee established a three-year Adjusted EPS CAGR goal.

  63. Goal Setting for Performance Shares

    | For the fiscal 2023 to 2025 Performance Shares, in July 2023, the Committee established year-over-year growth rate goals for each fiscal year in the three-year performance period adding a second metric of Adjusted Net Sales Growth Rate (weighted at 30%) in addition to the previously utilized Adjusted EPS Growth Rate metric (weighted at 70%). The three-year Performance Shares utilize annual growth goals for each metric for each of the three fiscal years based on the prior fiscal year’s performance which the Committee feels is appropriate for maintaining focus on continued growth of these key performance metrics. | |

  64. Goal Setting for Performance Shares

    The Committee feels 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 maintains the alignment of the Company’s LTI Plan with the Company’s external financial commitments to investors. The balance of this subsection of the Compensation Discussion and Analysis describes, in more detail, each cycle of our Performance Shares outstanding during fiscal 2023.

  65. FY21 TO FY23 PERFORMANCE SHARES

    FY21 TO FY23 PERFORMANCE SHARES Performance Shares for the fiscal 2021 to fiscal 2023 cycle of the LTI Plan were granted at the start of fiscal 2021. As mentioned above and described in our 2021 proxy statement, the Committee adopted a staged approach to goal setting for the fiscal 2021 through 2023 cycle of Performance Shares by adopting a one-year target for the fiscal 2021 period, and then a two-year target for the fiscal 2022 through fiscal 2023 period, of the FY21 to FY23 awards. The performance measure adopted for the cycle included a one-year Adjusted EPS Growth Rate goal for FY21 (weighted at 33%) approved during fiscal 2021 as follows:

  66. FY21 TO FY23 PERFORMANCE SHARES

    | Performance Period | Threshold Adjusted EPS Growth Rate(1) | Target Adjusted EPS Growth Rate(2) | Maximum Adjusted EPS Growth Rate(3) | Weighted | | Fiscal 2021 | 0.4% | 4.3% | 8.3% | 33% |

  67. FY21 TO FY23 PERFORMANCE SHARES

    (1) An Adjusted EPS Growth Rate below this level results in no payout; achievement at this level results in a payout equal to 25% of the targeted opportunity. (2) An Adjusted EPS Growth Rate at this level results in a payout equal to 100% of the targeted opportunity. An Adjusted EPS Growth Rate at or above this level results in a payout equal to 200% of the targeted opportunity. At the conclusion of fiscal 2021, the Committee assessed our performance against the one-year goal for the fiscal 2021 tranche described above and certified results. As set forth in the table below, our financial performance during fiscal 2021 resulted in an earned payout level equal to 200% of the fiscal 2021 portion of the FY21 to FY23 Performance Shares as follows:

  68. FY21 TO FY23 PERFORMANCE SHARES

    | Performance Period | Performance Metric | Results | Payout Earned | Weighted | | Fiscal 2021 tranche of FY21- FY23 awards | Adjusted EPS Growth Rate | 15.2% | 200% | 33% |

  69. FY21 TO FY23 PERFORMANCE SHARES

    The two-year Adjusted Diluted EPS CAGR for FY22-23 (weighted at 67%) was adopted at the beginning of fiscal 2022 as follows:

  70. FY21 TO FY23 PERFORMANCE SHARES

    | Performance Period | Threshold Adjusted EPS CAGR(1) | Target Adjusted EPS CAGR(2) | Maximum Adjusted EPS CAGR(3) | Weighted | | Fiscal 2022 to Fiscal 2023 | -2.5% | 1.1% | 4.6% | 67% |

  71. FY21 TO FY23 PERFORMANCE SHARES

    (1) Adjusted EPS CAGR below this level results in no payout; achievement at this level results in a payout equal to 25% of the targeted opportunity. (2) Adjusted EPS CAGR at this level results in a payout equal to 100% of the targeted opportunity. (3) Adjusted EPS CAGR at or above this level results in a payout equal to 200% of the targeted opportunity. The performance period for this cycle concluded at the end of fiscal 2023 and the Committee assessed our performance against the fiscal 2022-2023 Adjusted EPS CAGR goal and certified results reflecting an earned payout level equal to 124.2% for the fiscal 2022-2023 portion of the FY21 to FY23 Performance Shares as follows:

  72. FY21 TO FY23 PERFORMANCE SHARES

    | Performance Period | Performance Metric | Results | Payout Earned | Weighted | | Fiscal 2022 to Fiscal 2023 tranche of FY21- FY23 awards | Adjusted EPS CAGR | 2.4% | 124.2% | 67% |

  73. FY21 TO FY23 PERFORMANCE SHARES

    As set forth in the table below, our financial performance over the three-year performance period fiscal 2021 to fiscal 2023 resulted in a funding level equal to 149.5% of the targeted Performance Shares which were paid out, to the extent earned, in shares of common stock in July 2023. It is generally the Committee’s practice to pay Performance Shares at a level equal to the funded amount, without applying further discretion. The Committee followed this practice for the fiscal 2021 to fiscal 2023 Performance Shares. The noted amounts include dividend equivalents accrued on earned shares, which were paid in additional shares of common stock.

  74. FY21 TO FY23 PERFORMANCE SHARES

    | Named Executive Officer | Targeted Performance Shares Granted for Fiscal 2021 to 2023 Cycle (#) | Actual Performance Shares Earned for Fiscal 2021 to 2023 Cycle (#) | Actual as % of Target (without Dividend Equivalents) | Actual as % of Target (with Dividend Equivalents) | | Mr. Connolly | 160,058 | 265,353 | 149.5% | 165.8% | | Mr. Marberger | 33,044 | 54,782 | 149.5% | 165.8% | | Mr. McGough | 33,044 | 54,782 | 149.5% | 165.8% | | Mr. Serrao | 33,044 | 54,782 | 149.5% | 165.8% | | Ms. Brock | 16,522 | 27,391 | 149.5% | 165.8% |

  75. FY22 TO FY24 PERFORMANCE SHARES

    FY22 TO FY24 PERFORMANCE SHARES Performance Shares for the fiscal 2022 to fiscal 2024 cycle of the LTI Plan were granted at the start of fiscal 2022. The performance period for this cycle will conclude at the end of fiscal 2024 and the Performance Shares will pay out, to the extent earned, in shares of common stock in summer 2024. The specific fiscal 2022 plan targets are as follows:

  76. FY22 TO FY24 PERFORMANCE SHARES

    | Performance Period | Threshold Adjusted EPS CAGR(1) | Target Adjusted EPS CAGR(2) | Maximum Adjusted EPS CAGR(3) | | Fiscal 2022 to 2024 | -2.3% | -0.3% | 1.7% |

  77. FY22 TO FY24 PERFORMANCE SHARES

    (1) An Adjusted EPS CAGR below this level results in no payout; achievement at this level results in a payout equal to 25% of the targeted opportunity. (2) An Adjusted EPS CAGR at this level results in a payout equal to 100% of the targeted opportunity. (3) An Adjusted EPS CAGR at or above this level results in a payout equal to 200% of the targeted opportunity. The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2022 to 2024 cycle, based on target, the probable outcome of the performance conditions for such period, is included for fiscal 2022 in the “Stock Awards” column of the “Summary Compensation Table—Fiscal 2023.” Performance shares for the fiscal 2023 to fiscal 2025 cycle of the LTI Plan were granted at the start of fiscal 2023. The performance period for this cycle will conclude at the end of fiscal 2025 and the Performance Shares will pay out, to the extent earned, in shares of common stock in summer 2025. The specific fiscal 2025 plan targets are as follows:

  78. FY22 TO FY24 PERFORMANCE SHARES

    | | Adjusted EPS Growth Rate | | | Adjusted Net Sales Growth Rate | | | | Performance Period | Threshold(1) | Target(2) | Max(3) | Threshold(1) | Target(2) | Max(3) | | Fiscal 2023 | -0.42% | 5.67% | 11.44% | -2.16% | 4.5% | 11.16% | | Fiscal 2024 | Target: +5.67% above FY23 actual results | | | Target: 1.5% above FY23 actual results | | | | Fiscal 2025 | Target: +5.67% above FY24 actual results | | | Target: 1.5% above FY24 actual results | | |

  79. FY22 TO FY24 PERFORMANCE SHARES

    (1) Results below this level result in no payout; achievement at this level results in a payout equal to 25% of the targeted opportunity. (2) Results at this level result in a payout equal to 100% of the targeted opportunity. (3) Results at or above this level result in a payout equal to 200% of the targeted opportunity. The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2023 to 2025 cycle, based on target, the probable outcome of the performance conditions for such period, is included for fiscal 2023 in the “Stock Awards” column of the “Summary Compensation Table—Fiscal 2023.”

  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 targeted long-term award opportunity with a value of at least $7.5 million for any routine three-year performance period approved by the Committee, subject to the terms and conditions established by the Committee. The agreement subjects Mr. Connolly to our stock ownership guidelines. Mr. Connolly also remains bound to certain provisions in his prior employment agreement that survived the expiration of such agreement, including a one-year post- employment non-competition restriction and our standard confidentiality and non-solicitation agreement. The agreement continues the application of our security policy to Mr. Connolly, as further described above and under “Executive Compensation—Summary Compensation Table—Fiscal 2023” 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 2023” 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, if any RSU or Performance Share award or agreement with Mr. Connolly under the LTI Plan for an award outstanding at the time of his termination of employment provides for immediate vesting (either pro-rata or in full, as applicable) in the event of normal retirement or early retirement (as such terms are defined in the RSU or Performance Share award or agreement), and such normal retirement or early retirement is not within two years of a change of control (as that term is defined in the RSU or Performance Share award or agreement), then such RSU or Performance Share award or agreement will be deemed to be amended by the letter agreement so that it provides for continued vesting after the retirement in accordance with the normal vesting schedule for such award (either pro-rata or in full, as applicable). 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 Benefits

    Change of Control Benefits 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 Benefits

    Severance Benefits 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 arrangements. No such arrangements currently exist with our named executive officers other than Mr. Connolly.

  83. Advice from Independent Consultant and Review of Market Data

    Advice from Independent Consultant and Review of Market Data The Committee also leveraged the advice and counsel of its independent compensation consultant, FW Cook, in setting fiscal 2023 compensation. The consultant assists the Committee in monitoring: • policy positions of institutional shareholders and their advisors, • emerging market practices in compensation design and philosophy, and • policy developments relevant to the Committee’s work. 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 2023 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:

  84. 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). |

  85. Advice from Independent Consultant and Review of Market Data

    Following discussion, the Committee decided to maintain fiscal 2022’s peer group for fiscal 2023 compensation decisions and reapproved the following peer group of 16 companies for purposes of assessing fiscal 2023 compensation competitiveness:

  86. Advice from Independent Consultant and Review of Market Data

    | • Campbell Soup Company | | • Church & Dwight Co., Inc. | | • The Clorox Company | | • Colgate-Palmolive Company | | • The Estée Lauder Companies Inc. | | • General Mills, Inc. | | • The Hershey Company | | • Hormel Foods Corporation |

  87. Advice from Independent Consultant and Review of Market Data

    | • The J. M. Smucker Company | | • Kellogg Company | | • Keurig Dr. Pepper Inc. | | • Kimberly-Clark Corporation | | • The Kraft Heinz Company | | • McCormick & Company, Incorporated | | • Mondelēz International, Inc. | | • Newell Brands Inc. |

  88. Input from our Chief Executive Officer

    | | SELECTING PERFORMANCE METRICS AND TARGETED PERFORMANCE LEVELS An important part of designing incentive compensation programs is the selection of plan metrics and performance targets. To help ensure that the Committee’s pay-for-performance goals are achieved, selected metrics must be tied to shareholder value creation. In addition, performance targets must be set at levels that balance investor expectations against achievability, without incenting undue risk taking. The Committee sought Mr. Connolly’s input on these matters for fiscal 2023. Mr. Connolly provided the Committee his views on the appropriate Company goals for use in our AIP and LTI Plan. Mr. Connolly provided input based on his understanding of investor expectations and our operating plans and financial goals. | | | ASSESSING COMPANY PERFORMANCE Financial performance is at the core of our incentive programs. However, the Committee retains the discretion to modify payouts based on the manner in which business results are delivered. At the end of fiscal 2023, Mr. Connolly offered the Committee his views of the quality of our performance against expectations. | | | ASSESSING INDIVIDUAL PERFORMANCE With respect to individual performance, which also informed fiscal 2023 compensation decisions, the Committee relied on Mr. Connolly’s regular performance evaluations of the senior leadership team. Mr. Connolly shared information on the named executive officers’ impact on strategic initiatives and organizational goals, as well as their leadership behaviors. |

  89. 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.

  90. Additional Information on the Committee’s Compensation Consultant

    Additional Information on the Committee’s Compensation Consultant The Committee engaged FW Cook directly to assist it in obtaining and reviewing information relevant to its compensation decisions. The independence and performance of FW Cook are of the utmost importance to the Committee. As a result, Committee policy prevents management from directly engaging the consultant without the prior approval of the Committee’s Chair. For fiscal 2023, 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 2023. Based on this review, the Committee did not identify any conflict of interest raised by the work performed by FW Cook.

  91. 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, the Committee designed its programs to exclude certain items impacting comparability from results in the FY23 AIP and the fiscal 2021 to 2023 cycle of Performance Shares. The metrics for the FY23 AIP were fiscal 2023 Adjusted Operating Income (weighted at 70%) and Adjusted Net Sales (weighted at 30%). The metric for the fiscal 2021 to 2023 cycle of Performance Shares was Adjusted EPS growth with a one-year growth rate target for the fiscal 2021 period (weighted at 33%), and then a two-year CAGR target for the fiscal 2022 through fiscal 2023 period (weighted at 67%). In both the FY23 AIP and the fiscal 2021 to 2023 Performance Shares, the Committee approved adjustments that are generally consistent with the adjustments presented to investors in our discussions of comparable earnings results. Adjustments included the following types of unplanned events, which can either negatively or positively impact our performance versus incentive plan targets in a manner that is not indicative of underlying business performance: • Restructuring charges; • Mergers, acquisitions, or divestitures, including supporting costs; • Material changes in business, operations, corporate or capital structure; • Impairments and other write-offs; • The movement of an operation into discontinued operations after the start of the performance period; Foreign exchange or hedge-related gains and losses; Non-operating/non-cash gains and losses; • Litigation or claim adjudication, judgments, or settlements—positive and negative; • Adjustments to prior year tax liabilities; and • The cumulative effects of accounting charges.

  92. MITIGATING RISK IN OUR COMPENSATION PROGRAM

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

  93. SUMMARY COMPENSATION TABLE—FISCAL 2023

    SUMMARY COMPENSATION TABLE—FISCAL 2023 The table below presents compensation information for individuals who served as our CEO and Chief Financial Officer during fiscal 2023 and for each of the other three most highly compensated individuals who were serving as executive officers at the end of fiscal 2023. Ms. Brock was not a named executive officer in fiscal 2021 or fiscal 2022; as such, information about her compensation for fiscal 2021 and fiscal 2022 is not included. The amounts in the following Summary Compensation Table for Mr. Connolly are based in part on his letter agreement. For more information about the material terms of the letter agreement with Mr. Connolly and the change of control agreements we have entered into with each of our named executive officers, see “Compensation Discussion and Analysis—Agreements with Named Executive Officers” above and “Potential Payments Upon Termination or Change of Control” below. For more information about our named executive officers’ mix of total compensation, see the discussion under “Compensation Discussion and Analysis—Our Fiscal 2023 Executive Compensation Program” above.

  94. SUMMARY COMPENSATION TABLE—FISCAL 2023

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Plan Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Sean Connolly President and Chief Executive Officer | 2023 | 1,317,308 | — | 14,444,447 | 2,471,385 | — | 486,961 | 18,720,100 | | | 2022 | 1,269,000 | — | 7,976,396 | 2,198,543 | — | 503,115 | 11,947,054 | | | 2021 | 1,230,462 | — | 7,722,276 | 2,357,319 | — | 459,966 | 11,770,023 | | David Marberger Executive Vice President and Chief Financial Officer | 2023 | 760,646 | — | 3,656,819 | 893,113 | — | 137,866 | 5,448,444 | | | 2022 | 736,700 | — | 1,894,382 | 736,700 | — | 153,874 | 3,521,656 | | | 2021 | 733,392 | — | 1,594,274 | 906,473 | — | 159,998 | 3,394,137 | | Thomas McGough Executive Vice President and Co-Chief Operating Officer | 2023 | 771,154 | — | 3,656,819 | 787,348 | — | 135,462 | 5,350,783 | | | 2022 | 750,000 | — | 1,894,382 | 750,000 | — | 145,478 | 3,539,860 | | | 2021 | 714,385 | — | 1,594,274 | 882,980 | 4,923 | 129,543 | 3,326,105 | | Darren Serrao Executive Vice President and Co-Chief Operating Officer | 2023 | 631,154 | — | 2,834,039 | 579,967 | — | 104,385 | 4,149,545 | | | 2022 | 610,000 | — | 1,515,532 | 549,000 | — | 113,859 | 2,788,391 | | | 2021 | 610,000 | — | 1,594,274 | 678,564 | — | 122,854 | 3,005,692 | | Charisse Brock Executive Vice President and Chief Human Resources Officer | 2023 | 502,308 | — | 1,828,395 | 410,285 | — | 74,699 | 2,815,687 |

  95. SUMMARY COMPENSATION TABLE—FISCAL 2023

    (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 2021 include the Performance Shares awarded in fiscal 2021 (the fiscal 2021 to 2023 PSP cycle) and the amounts reported for fiscal 2022 include the Performance Shares awarded in fiscal 2022 (the fiscal 2022 to 2024 PSP cycle). Assuming the highest level of performance is achieved for the FY23-FY25 Performance Shares awarded in fiscal 2023, the grant date fair value of the FY23-FY25 Performance Shares would have been: $18,157,625 for Mr. Connolly, $4,596,854 for Mr. Marberger and Mr. McGough, $3,562,601 for Mr. Serrao, and $2,298,427 for Ms. Brock. Assumptions made in the valuation of these awards are discussed in Note 12 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2023. (2) For fiscal 2023, reflects awards earned under the FY23 AIP. A description of the FY23 AIP is included in the Compensation Discussion and Analysis. The measurement date for pension value for fiscal 2023 was May 28, 2023. We do not offer above-market (as defined by SEC rules) or preferential earnings rates in our deferred compensation plans. For fiscal 2023, the entire amount reflects the aggregate change in the actuarial present value of pension amounts rather than nonqualified deferred compensation earnings. The components of fiscal 2023 “All Other Compensation” include the following:

  96. SUMMARY COMPENSATION TABLE—FISCAL 2023

    | | Perquisites and Personal Benefits(a) | | | | | (1) | (2) | (5) | | Named Executive Officer | Personal Use of Aircraft ($) | Matching Gifts(b) ($) | Company Contribution to Defined Contribution Plans(c) ($) | | Mr. Connolly | 171,975 | * | 307,486 | | Mr. Marberger | — | * | 132,866 | | Mr. McGough | — | — | 135,462 | | Mr. Serrao | — | — | 104,385 | | Ms. Brock | — | — | 74,699 |

  97. SUMMARY COMPENSATION TABLE—FISCAL 2023

    (a) The amounts included are valued at the incremental cost to us of providing the benefit. 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). Mr. Connolly was not obligated under his aircraft time share agreement with the Company to reimburse the Company for any of the $171,975 of incremental costs (such as fuel and incidentals, landing and parking fees, airport taxes and catering costs) because the reimbursable portion (Mr. Connolly is not obligated to reimburse for fixed costs that would be incurred in any event to operate the company aircraft such as aircraft purchase costs, maintenance, insurance and flight crew salaries) amounted to $109,039 (which was less than the $150,000 reimbursement threshold under his agreement). See “Other Fiscal 2023 Compensation—Security Policy” above. (b) For Column 2, * notation in lieu of a dollar amount indicates that the named executive officer received the benefit but at an incremental cost to us of less than $25,000. (c) Reflects the qualified 401(k) plan contributions and the Voluntary Deferred Comp Plan (VDCP) (as further described below) contributions by Conagra. See the discussion under “Nonqualified Deferred Compensation—Fiscal 2023.”

  98. SUMMARY COMPENSATION TABLE—FISCAL 2023

    | Named Executive Officer | Company Contributions to Qualified 401(k) Plan ($) | Company Contributions to VDCP ($) | | Mr. Connolly | 27,160 | 280,326 | | Mr. Marberger | 29,129 | 103,737 | | Mr. McGough | 29,510 | 105,952 | | Mr. Serrao | 28,402 | 75,983 | | Ms. Brock | 27,058 | 47,641 |

  99. GRANTS OF PLAN-BASED AWARDS—FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS—FISCAL 2023 The following table presents information about grants of plan-based awards (equity and non-equity) made during fiscal 2023 to the named executive officers. All equity-based grants were made under the shareholder approved 2014 Stock Plan.

  100. GRANTS OF PLAN-BASED AWARDS—FISCAL 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Connolly | — | — | 2,305,289 | 4,610,577 | — | — | — | — | — | | | 7/20/2022 | — | — | — | — | 274,036 | 548,072 | — | 9,078,813 | | | 7/20/2022 | — | — | — | — | — | — | 182,691 | 5,365,635 | | Mr. Marberger | — | — | 760,646 | 1,521,292 | — | — | — | — | — | | | 7/20/2022 | — | — | — | — | 69,376 | 138,752 | — | 2,298,427 | | | 7/20/2022 | — | — | — | — | — | — | 46,251 | 1,358,392 | | Mr. McGough | — | — | 771,154 | 1,542,308 | — | — | — | — | — | | | 7/20/2022 | — | — | — | — | 69,376 | 138,752 | — | 2,298,427 | | | 7/20/2022 | — | — | — | — | — | — | 46,251 | 1,358,392 | | Mr. Serrao | — | — | 568,039 | 1,136,077 | — | | — | — | — | | | 7/20/2022 | — | — | — | — | 53,767 | 107,534 | — | 1,781,301 | | | 7/20/2022 | — | — | — | — | — | — | 35,844 | 1,052,738 | | Ms. Brock | — | — | 401,846 | 803,693 | — | — | — | — | — | | | 7/20/2022 | — | — | — | — | 34,688 | 69,376 | — | 1,149,213 | | | 7/20/2022 | — | — | — | — | — | — | 23,125 | 679,181 |

  101. GRANTS OF PLAN-BASED AWARDS—FISCAL 2023

    (1) Amounts reflect payout opportunities under the FY23 AIP discussed in our Compensation Discussion and Analysis. Actual payouts earned under the program for fiscal 2023 for all named executive officers can be found in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table—Fiscal 2023.” (2) Amounts reflect the Performance Share opportunities granted to our named executive officers in fiscal 2023 under our LTI Plan with a measurement period of fiscal 2023 to 2025 including the additional value awarded in fiscal 2023 described under “Long-Term Incentive Plan Overview—Fiscal 2023 LTI Target Opportunity and Additional Opportunity” under “Compensation Discussion and Analysis” above. For Mr. Connolly and Ms. Brock, the target number of Performance Shares awarded as additional value accounted for 121,408 and 17,344 shares, respectively. For each of Messrs. Marberger, McGough and Serrao the additional value accounted for 26,016 shares. 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 2023 to fiscal 2025. 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 “Compensation Discussion and Analysis—Long-Term Incentive Plan—Performance Shares.” (3) Amounts reflect the RSUs granted to our named executive officers in fiscal 2023 under our LTI Plan that generally vest after 3 years, including the additional value awarded in fiscal 2023 described under “Long-Term Incentive Plan Overview—Fiscal 2023 LTI Target Opportunity and Additional Opportunity” under “Compensation Discussion and Analysis” above. For Mr. Connolly and Ms. Brock, the number of RSUs awarded as additional value was 80,939 and 11,562, respectively. For each of Messrs. Marberger, McGough and Serrao the additional value accounted for 17,344 RSUs. 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 2023.”

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—FISCAL 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—FISCAL 2023 The following table lists all stock options, Performance Shares and RSUs awards outstanding as of May 28, 2023 for the named executive officers.

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—FISCAL 2023

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(2) (#) | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(3)(4) ($) | | Mr. Connolly | 4/1/2015 | 806,150(1) | — | 27.44 | 3/31/2025 | — | — | — | — | | | 8/28/2015 | 283,111(1) | — | 31.06 | 8/27/2025 | — | — | — | — | | | 7/11/2016 | 273,309(1) | — | 35.81 | 7/10/2026 | — | — | — | — | | | 7/23/2020 | — | — | — | — | 53,353 | 1,858,819 | — | — | | | 7/22/2021 | — | — | — | — | 60,068 | 2,092,769 | — | — | | | 7/20/2022 | — | — | — | — | 182,691 | 6,364,954 | — | — | | | 7/22/2021 | — | — | — | — | — | — | 384,796 | 13,406,293 | | | 7/20/2022 | — | — | — | — | — | — | 563,310 | 19,625,720 | | Mr. Marberger | 9/1/2016 | 69,248(1) | — | 34.26 | 8/31/2026 | — | — | — | — | | | 7/23/2020 | — | — | — | — | 11,015 | 383,763 | — | — | | | 7/22/2021 | — | — | — | — | 14,266 | 497,027 | — | — | | | 7/20/2022 | — | — | — | — | 46,251 | 1,611,385 | — | — | | | 7/22/2021 | — | — | — | — | — | — | 91,388 | 3,183,958 | | | 7/20/2022 | — | — | — | — | — | — | 142,610 | 4,968,532 | | Mr. McGough | 7/14/2014 | 90,951(1) | | 23.00 | 7/13/2024 | — | — | — | — | | | 8/28/2015 | 72,480(1) | | 31.06 | 8/27/2025 | — | — | — | — | | | 7/11/2016 | 69,965(1) | | 35.81 | 7/10/2026 | — | — | — | — | | | 7/23/2020 | — | — | — | — | 11,015 | 383,763 | — | — | | | 7/22/2021 | — | — | — | — | 14,266 | 497,027 | — | — | | | 7/20/2022 | — | — | — | — | 46,251 | 1,611,385 | — | — | | | 7/22/2021 | — | — | — | — | — | — | 91,388 | 3,183,958 | | | 7/20/2022 | — | — | — | — | — | — | 142,610 | 4,968,532 | | Mr. Serrao | 8/28/2015 | 54,358(1) | | 31.06 | 8/27/2025 | — | — | — | — | | | 7/11/2016 | 52,472(1) | | 35.81 | 7/10/2026 | — | — | — | — | | | 7/23/2020 | — | — | — | — | 11,015 | 383,763 | — | — | | | 7/22/2021 | — | — | — | — | 11,413 | 397,629 | — | — | | | 7/20/2022 | — | — | — | — | 35,844 | 1,248,805 | — | — | | | 7/22/2021 | — | — | — | — | — | — | 73,112 | 2,547,222 | | | 7/20/2022 | — | — | — | — | — | — | 110,524 | 3,850,656 | | Ms. Brock | 7/14/2014 | 15,444(1) | — | 23.00 | 7/13/2024 | — | — | — | — | | | 7/13/2015 | 35,252(1) | — | 33.29 | 7/12/2025 | — | — | — | — | | | 7/11/2016 | 34,986(1) | — | 35.81 | 7/10/2026 | — | — | — | — | | | 7/23/2020 | — | — | — | — | 5,507 | 191,864 | — | — | | | 7/22/2021 | — | — | — | — | 5,706 | 198,797 | — | — | | | 7/20/2022 | — | — | — | — | 23,125 | 805,675 | — | — | | | 7/22/2021 | — | — | — | — | — | — | 36,556 | 1,273,611 | | | 7/20/2022 | — | — | — | — | — | — | 71,304 | 2,484,231 |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—FISCAL 2023

    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. (2) Service-based RSUs generally vest in full on the third anniversary of the grant date. (3) The market value of unvested or unearned RSUs and Performance Shares is calculated using $34.84 per share, which was the closing market price of our common stock on the NYSE on the last trading day of fiscal 2023. (4) Reflects, on separate lines, as of May 28, 2023, the maximum number of shares that could be earned under the fiscal 2022 to 2024 and the fiscal 2023 to 2025 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 2022 to 2024 Performance Shares, plus dividend equivalents, will be distributed, if earned, following fiscal 2024, and fiscal 2023 to 2025 Performance Shares, plus dividend equivalents, will be distributed, if earned, following fiscal 2025.

  105. OPTION EXERCISES AND STOCK VESTED—FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED—FISCAL 2023 The following table summarizes the RSUs vested, the Performance Shares earned and the option awards exercised during fiscal 2023 for each of the named executive officers.

  106. OPTION EXERCISES AND STOCK VESTED—FISCAL 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting ($) | | Mr. Connolly | — | — | 332,665 | 10,913,015 | | Mr. Marberger | — | — | 69,206 | 2,270,771 | | Mr. McGough | 66,405 | 874,567 | 69,206 | 2,270,771 | | Mr. Serrao | — | — | 69,206 | 2,270,771 | | Ms. Brock | 7,036 | 67,405 | 34,603 | 1,135,386 |

  107. OPTION EXERCISES AND STOCK VESTED—FISCAL 2023

    (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. (2) 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: 26,066 shares for Mr. Connolly; 5,381 shares for Messrs. Marberger, McGough and Serrao; and 2,691 shares for Ms. Brock.

  108. PENSION BENEFITS—FISCAL 2023

    PENSION BENEFITS—FISCAL 2023 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 Serrao are not eligible to participate. Of the named executive officers, Mr. McGough and Ms. Brock currently participate in this plan. In the Qualified Pension, the pension benefit formula for the named executive officer participants is determined by adding two components: • A multiple—0.9%—of Average Monthly Earnings (up to the integration level) multiplied by years of credited service. • A multiple—1.3%—of Average Monthly Earnings (over the integration level) multiplied by years of credited service. “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 or her 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. Participants are vested in the pension benefit once they have five years of service with the Company; Mr. McGough and Ms. Brock are 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.

  109. PENSION BENEFITS—FISCAL 2023

    | Name | Plan Name(1) | Number of Years Credited Service(2) (#) | Present Value of Accumulated Benefit(3) ($) | | Mr. Connolly(4) | Qualified Pension | — | — | | Mr. Marberger(4) | Qualified Pension | — | — | | Mr. McGough | Qualified Pension | 10.9 | 294,424 | | Mr. Serrao(4) | Qualified Pension | — | — | | Ms. Brock | Qualified Pension | 13.9 | 449,261 |

  110. PENSION BENEFITS—FISCAL 2023

    (1) Qualified Pension refers to the Conagra Brands, Inc. Pension Plan. (2) The number of years of credited service set forth above is calculated as of May 28, 2023, 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 and Ms. Brock due to the freezing of the Qualified Pension effective December 31, 2017. Actual years of service are as follows: 16.3 years for Mr. McGough and 19.3 Ms. Brock. (3) The valuation methodology and all material assumptions applied in quantifying the present value of the accumulated benefit are presented in Note 17 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 2023. (4) Messrs. Connolly, Marberger and Serrao are not eligible to participate in the Qualified Pension.

  111. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023

    NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023 The table following this summary shows the nonqualified deferred compensation activity for each named executive officer during fiscal 2023. The amounts shown include amounts deferred under the Conagra Brands Retirement Income Savings Plan (Qualified CRISP), which is our qualified 401(k) plan, and the Conagra Brands, Inc. Voluntary Deferred Compensation Plan, as amended and restated (Voluntary Deferred Comp Plan). Under our Qualified CRISP, which is a broad-based plan for employees, the Company will match 100% of the first 6% of salary and bonus the employee contributes to the plan and make an additional contribution of 3% of salary and annual incentive. Participants are provided a wide array of investment alternatives for their account balances. 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 ($330,000 for calendar year 2023, and $305,000 for calendar year 2022). The investment alternatives for deferred amounts mirror those available under our Qualified CRISP. 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. The matching contribution 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 or her 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. Participants may also elect to receive their balances at certain other times, including in the January of the calendar year specified by the participant 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 2023.

  112. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023

    | Name | Plan(1) | Executive Contributions in Last FY(2) ($) | Registrant Contributions in Last FY(3) ($) | Aggregate Earnings in Last FY(4) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(5) ($) | | Mr. Connolly | Voluntary Def Comp Plan | 204,464 | 280,326 | (2,889) | — | 4,157,783 | | Mr. Marberger | Voluntary Def Comp Plan | 79,806 | 103,737 | 28,473 | — | 1,832,877 | | Mr. McGough | Voluntary Def Comp Plan | 206,756 | 105,952 | 10,213 | — | 3,018,668 | | Mr. Serrao | Voluntary Def Comp Plan | 53,733 | 75,983 | 6,040 | — | 1,040,718 | | Ms. Brock | Voluntary Def Comp Plan | 96,539 | 47,641 | (401) | — | 995,467 |

  113. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023

    (1) Voluntary Def Comp Plan refers to the Conagra Brands, Inc. Voluntary Deferred Compensation Plan, as amended. (2) The amounts reported are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table—Fiscal 2023.” (3) The amounts reported are included in the “All Other Compensation” column of the Summary Compensation Table—Fiscal 2023. 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 2023.” (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 2023.” The following amounts from this column were reported in Summary Compensation Tables for prior fiscal years: Mr. Connolly, $3,142,015; Mr. Marberger, $1,500,728; Mr. McGough, $2,105,393; and Mr. Serrao, $658,005. Ms. Brock was not a named executive officer in prior years and therefore information for prior fiscal years is not included for her. 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.

  114. 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.

  115. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2023, 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 316 to 1. For purposes of this pay ratio disclosure, CEO Compensation was determined to be $18,720,100, which represents the total compensation reported for Mr. Connolly under the “Summary Compensation Table— Fiscal 2023.” Median Annual Compensation for the identified median employee was determined to be $59,177.

  116. 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.”

  117. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) | Company Selected Measure: Adj. EPS Growth Rate(5) (%) | | | | | | | Total Shareholder Return (TSR), Conagra ($) | TSR (S&P 500 Packaged Foods Index) ($) | | | | 2023 | 18,720,100 | 34,136,713 | 4,441,115 | 7,374,702 | 109.00 | 98.54 | 683.2 | 17.4 | | 2022 | 11,947,054 | (3,340,307) | 3,114,508 | 97,264 | 90.24 | 104.74 | 888.2 | (10.6) | | 2021 | 11,770,023 | 24,533,340 | 3,160,545 | 5,570,560 | 112.72 | 118.79 | 1,300.9 | 15.2 |

  118. Pay Versus Performance

    The PEO and NEOs included in the above compensation columns reflect the following:

  119. Pay Versus Performance

    | Fiscal Year | PEO | NEOs | | 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 |

  120. 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 the “Compensation of Executive Officers—Summary Compensation Table.” (2) The amounts reported in this column represent the compensation actually paid (or CAP) to Mr. Connolly in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned or paid to Mr. Connolly during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments shown in footnote 4 below were made to Mr. Connolly’s Total compensation for each year to determine the CAP. (3) The amounts reported in this column reflect the average Total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Compensation of Executive Officers—Summary Compensation Table.” (4) The amounts reported in this column represent the average of CAP for the non-PEO NEOs in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned or paid to such non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the below adjustments were made to the average Total compensation for the non-PEO NEOs for each year to determine the CAP. Additionally, for 2021, the amounts for non-PEO NEOs reflect a deduction of $7,402 for the change in actuarial present value of actuarial pension plans from the Total compensation and no amount was added for the actuarially determined service cost for services rendered by the applicable non-PEO NEO during 2021 as defined in FASB ASC Topic 715 because the applicable plan is frozen.

  121. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Stock Awards for PEO(a) ($) | Equity Award Adjustments for PEO(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 18,720,100 | (14,444,447) | 29,861,060 | 34,136,713 | | 2022 | 11,947,054 | (7,976,396) | (7,310,965) | (3,340,307) | | 2021 | 11,770,023 | (7,722,276) | 20,485,593 | 24,533,340 |

  122. Pay Versus Performance

    | Fiscal Year | Reported Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Reported Average Value of Stock Awards for Non-PEO NEOs(a) ($) | Average Equity Award Adjustments for Non-PEO NEOs(b) ($) | Compensation Actually Paid to Non-PEO NEOs(4) ($) | | 2023 | 4,441,115 | (2,994,018) | 5,927,605 | 7,374,702 | | 2022 | 3,114,508 | (1,641,750) | (1,375,495) | 97,264 | | 2021 | 3,160,545 | (1,594,274) | 4,004,289 | 5,570,560 |

  123. 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. (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. These adjustments are: Equity Award Adjustments for PEO:

  124. Pay Versus Performance

    | Fiscal Year | + Year End Fair Value of Equity Awards Granted in the Year ($) | +/- Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | + Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | - Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | + Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments for the PEO ($) | | 2023 | 18,175,106 | 11,572,195 | 0 | 113,759 | 0 | 0 | 29,861,060 | | 2022 | 7,964,984 | (15,178,481) | 0 | (902,309) | 0 | 804,841 | (7,310,965) | | 2021 | 10,143,368 | 8,725,831 | 0 | 716,484 | 0 | 899,909 | 20,485,593 |

  125. Pay Versus Performance

    Average Equity Award Adjustments for Non-PEO NEOs:

  126. Pay Versus Performance

    | Fiscal Year | + Year End Fair Value of Equity Awards Granted in the Year ($) | +/- Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | + Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | - Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | + Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments for the Non- PEO NEOs ($) | | 2023 | 3,767,302 | 2,152,983 | 0 | 7,320 | 0 | 0 | 5,927,605 | | 2022 | 1,611,869 | (2,968,240) | 0 | (176,982) | 0 | 157,858 | (1,375,495) | | 2021 | 2,094,110 | 1,547,880 | 0 | 162,958 | 0 | 199,340 | 4,004,289 |

  127. Pay Versus Performance

    (5) Adjusted EPS Growth Rate, our Company-Selected Measure, is calculated as described in the “Compensation Discussion and Analysis” above.

  128. 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 descriptions of the relationships between information presented in the Pay Versus Performance table.

  129. COMPENSATION ACTUALLY PAID VS TSR

    COMPENSATION ACTUALLY PAID VS TSR

  130. COMPENSATION ACTUALLY PAID VS NET INCOME

    COMPENSATION ACTUALLY PAID VS NET INCOME

  131. COMPENSATION ACTUALLY PAID VS ADJ. EPS Growth Rate1

    COMPENSATION ACTUALLY PAID VS ADJ. EPS Growth Rate1 In addition, on a voluntary basis, we are providing the following additional description of the relationship between compensation actually paid and another financial performance measure used in our executive compensation program, Adjusted Operating Income:1

  132. COMPENSATION ACTUALLY PAID VS ADJ. OPERATING INCOME1

    COMPENSATION ACTUALLY PAID VS ADJ. OPERATING INCOME1 Adjusted EPS Growth Rate and Adjusted Operating Income are calculated as described in the “Compensation Discussion and Analysis” above.

  133. Statement of Opposition

    Statement of Opposition After careful consideration, the Board has concluded that this proposal is not in the best interests of the Company and its shareholders. The Board recommends a vote AGAINST this proposal for the following reasons: • Conagra Brands has instituted strong corporate governance practices that promote Board accountability and protect shareholder interests. • Special meetings are costly, disruptive, and have the potential for shareholder misuse. • Conagra Brands provides multiple channels for shareholders to raise matters. • The proposal is inconsistent with market practice. Conagra Brands has instituted strong corporate governance practices that promote Board accountability and protect shareholder interests. The Board regularly reviews the Company’s corporate governance practices. The Board believes that the Company’s existing governance structure is in line with best practices, promotes director accountability, and protects shareholders’ interests. As further described in this Proxy Statement, Conagra Brands’ corporate governance structure includes: • Independent Board: Nine of the Company’s 10 current Board members are independent. • Independent Key Committees: Each of the Board’s three key standing committees—the Audit / Finance Committee, the HR Committee, and the Nominating and Corporate Governance Committee are comprised solely of independent directors. • Independent Board Leadership: The Company maintains separate CEO and Board Chair roles, and the Board Chair is an independent director. • Annual Election of Directors: The Company’s directors stand for election on an annual basis. • Proxy Access: Shareholders may nominate directors through the existing proxy access right that is consistent with market practice. • Majority Voting Standard: The Company has a majority voting standard for uncontested elections of directors and a director resignation policy. • Retirement Policy: No director may be nominated to a new term if he or she would be over age 75 at the time of the election. • Board Communication: Shareholders may contact any of the Company’s directors individually, any committee of the Board, the independent directors as a group, the Chair of the Board, or the Board generally, through various means as described in this Proxy Statement and on our website. • Shareholder Right to Act by Written Consent: Shareholders may act by written consent in accordance with the Company’s Certificate of Incorporation and Bylaws. Special meetings are costly, disruptive, and have the potential for shareholder misuse. Special meetings are extraordinary events and convening a special shareholder meeting requires a substantial commitment of time, effort, and resources by the Company, regardless of whether the meeting is held in person or virtually. The Company must incur significant expenses to prepare, print, and distribute to shareholders the legally-required disclosure documents related to the special meeting, solicit proxies, tabulate votes, and, for a virtual meeting, engage a service provider to host the meeting online. The Board and management must also divert time and resources that would otherwise be dedicated to operating the business to preparing for and conducting the special meeting. The Board believes that special meetings should only be held to cover extraordinary matters that are considered by the Board to be so significant or urgent that they require consideration by the shareholders outside of an annual meeting. The Bylaws allow special meetings of shareholders to be called by the Board Chair, the CEO, or a majority of the entire Board. The Board believes that this provides the Company with the flexibility to convene special shareholder meetings when the Board Chair, the CEO, or a majority of the entire Board, with the directors acting as fiduciaries, believes it would be in the best interests of the Company and its shareholders. Adopting a right for shareholders of 10% of the Company’s outstanding stock to call a special meeting could require the Company to dedicate a significant amount of time and corporate resources to a special meeting even if up to 90% of shareholders are not in favor of calling the meeting. This would enable a small minority of shareholders or even a single shareholder to call unnecessary or duplicative meetings for less significant matters, which would be costly and disruptive to the Company. The Board believes that maintaining the rights of the Board Chair, the CEO, or a majority of the entire Board to call a special meeting protects the Company against waste of corporate resources and disruption associated with convening an unnecessary special meeting. Conagra Brands provides multiple channels for shareholders to raise matters. The Company provides multiple channels for shareholders to raise matters, including the right to nominate and elect directors through proxy access, the right to act by written consent, the submission of shareholder proposals, regular engagement with shareholders, and the ability to communicate directly with any of the Company’s directors individually, any committee of the Board, the independent directors as a group, the Chair of the Board, or the Board generally. Additionally, 100% of our directors attended our 2022 Annual Shareholders Meeting and we expect 100% will attend the 2023 Annual Shareholders Meeting. The Company’s ongoing engagement with shareholders is an open and constructive forum for shareholders to express concerns, allows the Company to understand the priorities and perspectives of its shareholders, and enables Conagra Brands to effectively address the issues that matter most to its shareholders. Through these engagements, the Company receives input, provides additional information, and addresses questions on the Company’s corporate strategy, executive compensation programs, corporate governance, and other topics of interest to shareholders. The proposal is inconsistent with market practice. As of June 2023, only approximately 17% of S&P 500 companies provided shareholders with a right to call special shareholder meetings with a threshold at 10%, as requested in the proposal. The Company monitors trends in corporate governance and compares and evaluates new developments against Conagra Brands’ current practices. The Company’s review of current market practice shows that among the S&P 500 companies that provide shareholders with a right to call special shareholder meetings (currently, approximately 73% of the S&P 500), approximately 77% set the threshold at or above 15%. Accordingly, the Board believes that the 10% threshold requested by the proposal is inconsistent with market practice. Board Recommendation. After careful consideration of this proposal, the Board has determined that the adoption of the special meeting right requested by the shareholder proposal is not in the best interests of Conagra Brands and its shareholders at this time. The Board believes that the Company’s existing corporate governance policies promote accountability, protect shareholder interests, and provide shareholders with a meaningful ability to voice their opinions, such that implementing this proposal is unnecessary and unwarranted. Furthermore, the Board believes that the 10% threshold requested in the proposal is inconsistent with market practice and potentially costly, wasteful, and disruptive to the Company and its focus on growing shareholder value.

  134. Statement of Opposition

    | | Our Board recommends that you vote AGAINST this proposal 6, the shareholder proposal requesting a shareholder right to call a special shareholder meeting. |