DEF 14A of Campbell's Co, Oct 17, 2023

DEF 14A of Campbell's Co

Filed Oct 17, 2023 · FY20230001308179-23-001035

Open on EDGAR

  1. WHERE TO OBTAIN FURTHER INFORMATION

    WHERE TO OBTAIN FURTHER INFORMATION Shareholders may receive a copy of our Annual Report on Form 10-K for the fiscal year ended July 30, 2023 (“2023 Form 10-K”), and copies of our Code of Business Conduct and Ethics, Corporate Governance Standards, and the charters of the four standing committees of the Board of Directors, without charge, by:

  2. WHERE TO OBTAIN FURTHER INFORMATION

    | (1) writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103; or | | (2) emailing the Company’s Investor Relations Department at IR@campbells.com. |

  3. WHERE TO OBTAIN FURTHER INFORMATION

    These documents are or will be available on our corporate website at www.investor.campbellsoupcompany.com. Shareholders may elect to receive future distributions of annual reports and proxy statements by electronic delivery and vote Campbell shares online. To take advantage of this service you will need an email account and access to an Internet browser. To enroll, go to the Resources portion of our website at www.investor.campbellsoupcompany.com and click on “E-Delivery”.

  4. WHERE TO OBTAIN FURTHER INFORMATION

    | PROXY STATEMENT SUMMARY | 4 | | 2023 ANNUAL MEETING INFORMATION | 12 | | ITEM 1 — ELECTION OF DIRECTORS | 15 | | DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION | 15 | | DIRECTOR NOMINEES | 18 | | CORPORATE GOVERNANCE POLICIES AND PRACTICES | 26 | | BOARD LEADERSHIP STRUCTURE | 26 | | DIRECTOR INDEPENDENCE | 26 | | MAJORITY VOTING | 27 | | PROCESS FOR NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES | 27 | | EVALUATIONS OF BOARD PERFORMANCE | 28 | | TRANSACTIONS WITH RELATED PERSONS | 28 | | BOARD OVERSIGHT OF ENTERPRISE RISK | 29 | | INFORMATION SECURITY | 30 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 30 | | SOCIAL IMPACT | 32 | | SHAREHOLDER ENGAGEMENT | 32 | | DIRECTOR ORIENTATION AND CONTINUING EDUCATION | 33 | | DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS | 33 | | CODE OF ETHICS | 33 | | COMMUNICATING WITH THE BOARD | 33 | | BOARD MEETINGS AND COMMITTEES | 34 | | COMPENSATION OF DIRECTORS | 36 | | ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 | | ITEM 3 — ADVISORY VOTE ON FISCAL 2023 EXECUTIVE COMPENSATION | 41 | | ITEM 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 42 | | COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) | 43 | | COMPENSATION AND ORGANIZATION COMMITTEE REPORT | 58 | | EXECUTIVE COMPENSATION TABLES | 59 | | CEO PAY RATIO DISCLOSURE | 75 | | PAY VERSUS PERFORMANCE DISCLOSURE | 75 | | ITEM 5 — SHAREHOLDER PROPOSAL – CAGE-FREE EGG CONVERSION PLAN PROGRESS REPORT | 78 | | ITEM 6 — SHAREHOLDER PROPOSAL - 401(K) RETIREMENT FUND INVESTMENT REPORT | 80 | | VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS | 82 | | OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | 82 | | PRINCIPAL SHAREHOLDERS | 83 | | OTHER INFORMATION | 84 | | SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING | 84 | | OTHER MATTERS | 84 | | APPENDIX A | 85 | | NON-GAAP FINANCIAL MEASURES | 85 |

  5. COMPOSITION OF THE CAMPBELL SOUP COMPANY DIRECTOR NOMINEES

    COMPOSITION OF THE CAMPBELL SOUP COMPANY DIRECTOR NOMINEES We have a diverse, independent Board. Four of our 12 Director nominees are women, three of our 12 Director nominees are ethnically diverse with one identifying as Asian, one identifying as Hispanic, and one identifying as African-American, and 11 of our 12 Director nominees are independent, including our Board Chair. All members of the Audit, Compensation and Organization, Finance and Corporate Development and Governance Committees are independent. The Board is composed of Directors who bring a mix of fresh perspectives and deeper experience, and includes three who are descendants of our founder. Since the beginning of 2016, we have refreshed the Board with the addition of nine new independent directors. The average tenure of our non-management director nominees is approximately 8.9 years. All Directors are committed to the Company’s long-term success and creating value for all shareholders.

  6. Skills and Experience

    Skills and Experience As a group, our independent Director nominees possess a broad range of experience and skills including: See Director biographies beginning on page 18 for further detail. Corporate Governance Highlights

  7. Skills and Experience

    | Director and Committee Independence | ■ | 11 of 12 director nominees are independent | | | | ■ | 4 fully independent Board committees: Audit, Compensation and Organization, Finance and Corporate Development and Governance | | | Board Accountability | ■ | Annual election of directors | | | | ■ | Simple majority voting standard in uncontested elections | | | | ■ | Shareholder ability to act by written consent and call special meeting | | | Board Leadership | ■ | Independent Board Chair | | | Board Evaluation and Effectiveness | ■ | Annual Board and Committee self-assessments | | | | ■ | Annual director evaluations | | | | ■ | Annual independent director evaluation of the Board Chair and the CEO | | | Board Refreshment and Diversity | ■ | Balance of new and experienced directors, with tenure of independent director nominees averaging 8.9 years | | | | ■ | Added 9 new independent directors since the beginning of 2016 | | | | ■ | 4 of 12 director nominees are women | | | | ■ | 3 of 12 director nominees are ethnically diverse | | | | ■ | Average age of independent director nominees is 60.5 years | | | Director Engagement | ■ | All directors attended at least 91% of Board and Committee meetings in fiscal 2023 | | | | ■ | Corporate Governance Standards limit director membership on other public company boards | | | | ■ | Shareholder ability to contact directors (as described on page 33) | | | Director Access | ■ | Significant interaction with senior business leaders through regular business reviews and board presentations | | | | ■ | Directors have access to senior management and other employees | | | | ■ | Directors have the ability to hire outside experts and consultants as they deem necessary | | | Clawback and Anti-Hedging Policies | ■ | Clawback policy permits the Company to recoup incentive compensation upon a material financial restatement resulting from fraud or intentional misconduct | | | | ■ | Performance share award agreements allow clawback for a breach of a duty of loyalty | | | | ■ | Insider Trading Policy prohibits all directors, officers and employees from engaging in any hedging investments involving Campbell stock | | | Share Ownership | ■ | Robust stock ownership guidelines for directors and executive officers | | | | | ○ | CEO required to hold shares equivalent to 6x salary | | | | ○ | Other named executive officers are required to hold shares equivalent to 3.5x salary | | | | ○ | Directors required to hold shares equivalent to 5x the cash portion of their annual retainer within five years of first joining the Board |

  8. Skills and Experience

    | ITEM 2: | RATIFICATION OF AUDITORS |

  9. Skills and Experience

    Based on the Audit Committee’s assessment of PricewaterhouseCoopers LLP’s performance, qualifications and independence, it believes their re-appointment for fiscal 2024 is in the best interests of Campbell and our shareholders. Shareholder ratification of the appointment is not required under the laws of the State of New Jersey or our Certificate of Incorporation or By-Laws, but as a matter of good corporate governance, the Board is submitting this proposal to shareholders. Even if the appointment is ratified, the Audit Committee may select a different audit firm at any time during the year if it determines that this would be in the best interests of Campbell and our shareholders.

  10. Skills and Experience

    | ITEM 3: | ADVISORY VOTE ON FISCAL 2023 EXECUTIVE COMPENSATION |

  11. Skills and Experience

    We offer a total compensation package that is designed to attract, motivate and retain the caliber of talent needed to deliver successful business performance in absolute terms and relative to competition. Our compensation program is designed to link pay to Company, division and individual performance. The objectives of our executive compensation program are to:

  12. Skills and Experience

    | | Align the financial interests of our named executive officers (“NEOs”) with those of our shareholders, in both the short and long term | | Provide incentives for achieving and exceeding our short- and long-term goals | | | Attract, motivate and retain key executives by providing total compensation that is competitive with compensation paid at other companies in the food, beverage and consumer products industries | | Differentiate the level of compensation based on individual and business unit performance, leadership potential and level of responsibility within the organization |

  13. Skills and Experience

    Our executive compensation program reflects the following best practices:

  14. Skills and Experience

    | WE DO | | WE DO NOT | | | | Maintain a strong alignment between corporate performance and compensation | | Have an employment agreement with our Chief Executive Officer or any other NEO | | | Annually review the risk profile of our compensation programs and maintain risk mitigators | | Pay dividends or dividend equivalents to NEOs on unearned equity awards | | | Use an independent compensation consultant retained directly by the Compensation and Organization Committee | | Reprice stock options without the approval of Campbell shareholders | | | Use “double-trigger” change in control provisions in all change in control agreements with our NEOs | | Provide tax-gross ups in any change in control agreement | | | Have a policy that allows for the clawback of incentive compensation upon a material financial restatement resulting from fraud or intentional misconduct and have performance share award agreements that allow for award clawback in the event of a breach of duty of loyalty | | Allow any directors or officers to hedge Campbell common stock | | | Maintain robust stock ownership guidelines for all executive officers | | Allow any directors or executive officers to pledge Campbell common stock |

  15. Skills and Experience

    Our pay mix places the greatest emphasis on performance-based incentives, which are not guaranteed. Approximately 89% of our Chief Executive Officer’s fiscal 2023 target total direct compensation, and approximately 76% of the average fiscal 2023 target total direct compensation of our other NEOs, was at risk:

  16. ITEM 1 — ELECTION OF DIRECTORS

    ITEM 1 — ELECTION OF DIRECTORS Our Board has general oversight responsibility for the Company’s affairs pursuant to the New Jersey Business Corporation Act and the Company’s Restated Certificate of Incorporation and By-Laws. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, and oversight of risk management. The Campbell By-Laws give the Board the authority to determine the number of directors. The Board is currently comprised of 13 directors, 12 of whom have been nominated by the Board for re-election. Mr. Bilbrey has chosen not to stand for re-election due to his return to a role with a greater executive requirement, and his current term will end as of the 2023 Annual Meeting. Mr. Bilbrey’s decision to not stand for re-election was not due to any disagreement with Campbell on any matter relating to our operations, policies or practices. Effective following the 2023 Annual Meeting, the Board’s size will be reduced to 12 directors. As described in our Corporate Governance Standards, it is the policy of the Board that no person may stand for election to the Board after reaching age 72. However, upon recommendation of the Governance Committee, the Board may waive this policy if it determines that because of the individual’s unique capabilities and/or due to special circumstances, such re-nomination is in the best interests of the Company and its shareholders. Consistent with last year, when conducting its annual assessment of incumbent directors in advance of its recommendation of a slate of nominees for appointment to the Board, the Governance Committee determined that although she is aged 73, Ms. Malone’s status as a descendant of the Company’s founder and as a significant shareholder give her unique capabilities as a director. As a result, the Governance Committee recommended to the Board that it waive the retirement age policy to permit Ms. Malone to stand for re-election at the 2023 Annual Meeting. The Board concurred with the Governance Committee’s recommendation, and approved Ms. Malone’s re-nomination. Ms. Malone and Mr. Dorrance, Jr. recused themselves from all Committee and Board discussions of the waiver and abstained from the vote. Directors are to be elected to hold office until the next Annual Meeting of Shareholders and until their successors are elected and shall have qualified, or until their earlier resignation, retirement or removal. Directors are elected by a majority of the votes cast; abstentions and broker non-votes will not be counted as votes cast on this proposal.

  17. DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION

    DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION The Governance Committee is responsible for investigating, reviewing and evaluating the qualifications of candidates for membership on the Board and for assessing the contributions and performance of directors eligible for re-election. It is also responsible for recommending director nominees for approval by the Board and nomination for election by shareholders. Campbell is a manufacturer and marketer of high-quality, branded food and beverage products. A company of our size must have strong governance, as well as leaders who understand our diverse consumers and business needs. The Governance Committee strives to maintain an engaged, independent Board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The Governance Committee works with the Board to determine the composition of the Board as a whole and believes that the current composition of the Board reflects an appropriate mix of tenure, skill sets, experience, and qualifications that are relevant to the business and governance of the Company. The Governance Committee believes that all directors should be persons of the highest personal and professional ethics, integrity and values who abide by exemplary standards of business and professional conduct and demonstrate commitment to representing the long-term interests of the Company’s shareholders. Directors should bring an inquisitive and objective perspective, practical wisdom and mature judgment to the Board and be committed to devoting the time and attention necessary to fulfill their duties and responsibilities. In furtherance of these objectives, the Governance Committee considers a wide range of factors when nominating candidates for election to the Board, including:

  18. DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION

    | ■ Skills, leadership experience and professional expertise. The Governance Committee is committed to ensuring we have an experienced, qualified Board that has the collective skills, leadership experience and professional expertise gained through work experience and board service, in areas relevant to Campbell, such as: ○ Business Operations and Leadership - Is or has been the Chief Executive Officer, Chief Operating Officer or other C-suite officer of a large public or private corporation. Directors with C-suite leadership experience demonstrate a practical understanding of strategy, risk management, talent management and how large organizations operate. ○ Food or Consumer Products Industry - Has experience in the food or consumer products industry, or other complementary field, such as retail. Directors with experience in dealing with consumers, particularly in the areas of producing and selling products or services to consumers, provide valuable market and consumer insights, as well as contribute a broad understanding of industry trends. ○ Marketing, Brand Management and Sales - Has experience in marketing, brand management, marketing strategy and sales. Directors with experience identifying, developing and marketing new products, as well as identifying new areas for existing products, can positively impact the Company’s operational results, including by helping the Company understand and anticipate evolving marketing practices. |

  19. DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION

    | ○ Digital and e-Commerce - Has experience in data analytics, digital marketing, new media or implementing new technologies to drive efficiencies and deliver commercial advantage. Directors who have experience in identifying and implementing digital platforms and new consumer channels will provide guidance and oversight for the Company’s e-commerce, omni-channel and digital businesses. ○ Strategic Transactions; Mergers & Acquisitions - Has experience with complex strategic transactions, including mergers, acquisitions and divestitures, as well as the successful integration of acquired businesses. Directors who have experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration, will provide guidance and oversight as the Company implements its strategy. ○ Finance / Capital Allocation - Has experience allocating capital resources across a large, complex enterprise. Directors with experience allocating capital for large and complex enterprises is important to achieving our financial and strategic objectives, as these individuals provide valuable insights as the Company continues to reduce costs, optimize its manufacturing network and efficiently allocate capital. ○ Financial Expertise / Accounting - Has experience in and an understanding of financial reporting and accounting processes and complex financial transactions. Directors with an understanding of financial reporting and accounting processes, particularly in large, global businesses, are essential for ensuring effective oversight of the Company’s financial measures and processes. ○ Information Technology and Security - Has experience with information technology and security. Directors with expertise in information technology and security provide helpful oversight with respect to cybersecurity matters and the use of technology and modernization of the Company’s technology infrastructure to enhance the efficiency of our operations. ○ Significant or Long-Term Shareholder - Has the perspective of an investor who is interested in the long-term prospects of the Company. A director who is also a long-term, significant shareholder of the Company is aligned with our shareholders by being focused on the long-term health and vitality of the Company and establishing a solid foundation for future growth and profitability. ○ Corporate Governance - Has experience in the corporate governance of sophisticated public or private entities. Good corporate governance accompanies and greatly aids the Company’s long-term business success and furthers the goals of greater transparency and accountability. ○ Public Company Board Experience - Has sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. Directors with experience serving as directors of other U.S. public companies helps ensure the Board deeply understands its duties. ○ Environmental and Social Responsibility - Has experience in sustainability, social responsibility, and inclusion and diversity issues. Environmental stewardship, diversity, and equity and inclusion are values embedded in our culture and fundamental to our business. Directors with experience and exposure in identifying the risks and opportunities in these areas can help the Company identify value-creation strategies and creation of goals that will have the most impact in these areas. ○ Supply Chain Experience - Has experience managing or overseeing supply chain strategy and execution across a large, complex enterprise. Directors with supply chain experience offer valuable insights into supply chain execution and provide guidance to assist the Company in executing its strategic priorities. ■ Enhancing the Board’s diversity. Although the Board does not have a specific diversity policy, the Governance Committee takes into account a nominee’s ability to contribute to the diversity of skills, backgrounds, perspectives and experience of the Board. It considers the race, ethnicity, gender, age, cultural background and professional experience of each nominee and of the Board as a whole. For this year’s election, the Board has nominated 12 individuals who bring valuable diversity to the Board. Their collective experience covers a wide range of countries, geographies and industries. The Board’s 12 director nominees range in age from 49 to 73. Four of these director nominees, or approximately 33%, are women. Three of these director nominees, or approximately 25%, are ethnically diverse with one identifying as Asian, one identifying as Hispanic and one identifying as African-American. ■ Ensuring a balanced mix of tenures. The Governance Committee believes it is important to maintain a mix of experienced directors with a deep understanding of our business and others who bring a fresh perspective. We have added nine new independent directors to our Board since the beginning of 2016, including five new independent directors since 2018. The average tenure of our independent director nominees is approximately 8.9 years. ■ Complying with applicable independence standards and policies on conflicts. The Governance Committee considers potential competitive restrictions, other positions the director has held or holds (including other board memberships) and director independence. It believes that any nominee for election to the Board should be willing and able to devote the proper time and attention to fulfill the responsibilities of a director and have no conflicts of interest arising from other relationships or obligations. |

  20. DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION

    The Board has carefully considered whether the slate of director nominees, taken as a whole, fulfills the objectives for Board composition noted above. The independent director nominees collectively have a mix of various skills and qualifications, as set forth in the skills matrix below. These collective attributes enable the Board to provide insightful leadership as it strives to advance our strategies and deliver value to shareholders.

  21. DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION

    | | See Director biographies beginning on page 18 for further detail. |

  22. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Board has nominated the 12 individuals appearing below for election by shareholders at the 2023 Annual Meeting. All director nominees listed in this proxy statement were also nominated by the Board and elected by the shareholders at the 2022 Annual Meeting of Shareholders. Each year, prior to recommending a slate of directors to the Board for nomination, the Governance Committee conducts an assessment of incumbent directors to review their conflicts as well as their commitments, qualifications and contributions to the Board. After review, the Governance Committee recommended each of the incumbent directors identified on pages 18 - 25 as a nominee for election at the 2023 Annual Meeting. All of the nominees are independent directors, except Mr. Clouse. If a nominee becomes unable or unwilling to serve, proxies will be voted for the election of such person as shall be designated by the Board to replace such nominee, or, in lieu thereof, the Board may reduce its size. All nominees have consented to serve on the Board if elected. The Board knows of no reason why any nominee would be unable or unwilling to serve. Except as otherwise specified on your proxy card, proxies will be voted for election of the nominees named on pages 18 - 25. Biographical information and Committee memberships as of the date of this proxy statement, including the specific experience, qualifications and skills of each of the director nominees is included below.

  23. DIRECTOR NOMINEES

    | YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE FOLLOWING NOMINEES |

  24. DIRECTOR NOMINEES

    | Director Since: 2017 Age: 56 Independent Director Committee Memberships: • Audit • Finance and Corporate Development | FABIOLA R. ARREDONDO Biography Fabiola R. Arredondo has been the Managing Partner of Siempre Holdings, a private, single family investment office based in Greenwich, Connecticut, since 2001. Ms. Arredondo previously held senior operating roles at Yahoo! Inc., the British Broadcasting Corporation (BBC) and Bertelsmann SE & Co. KGaA. Ms. Arredondo received a Bachelor’s degree in Political Science from Stanford University, and a Master of Business Administration from Harvard Business School. | | | Skills and Qualifications Ms. Arredondo brings a wealth of domestic and international operational and strategic experience as a former senior executive in the digital technology and media fields to the Campbell Board. She also has extensive public, private and non-profit board experience in a number of relevant areas, including business model transformations, investment acquisition, integration and disposition skills, and the development of e-commerce distribution networks and effective digital marketing and sales initiatives. | | | Other Public Company Boards Fair Isaac Corporation (FICO), 2020 – present Burberry plc, 2015 – present |

  25. DIRECTOR NOMINEES

    | Director Since: 2017 Age: 59 Independent Director Committee Memberships: • Audit (Chair) • Finance and Corporate Development | HOWARD M. AVERILL Biography Howard M. Averill served as Executive Vice President and Chief Financial Officer of Time Warner Inc., a global media and entertainment company, from January 2014 until June 2018. Mr. Averill previously served as Executive Vice President, Chief Financial Officer of Time Inc. from 2007 through the end of 2013. Prior to joining Time Inc., Mr. Averill spent 10 years at NBC Universal in a variety of financial roles. Earlier in his career, Mr. Averill worked in strategic planning for PepsiCo, Inc. Mr. Averill received a Bachelor’s degree in Economics from the University of Vermont, and a Master of Business Administration with a concentration in Finance from the Kenan-Flagler Business School at the University of North Carolina – Chapel Hill. | | | Skills and Qualifications Mr. Averill has significant executive leadership experience, particularly in the areas of finance, accounting, mergers and acquisitions, and strategic planning. As a result of his executive position with a leading media and entertainment company, Mr. Averill also brings digital media expertise and knowledge of information technology and security to the Campbell Board. | | | Other Public Company Boards None in the past 5 years |

  26. DIRECTOR NOMINEES

    | Director Since: 2019 Age: 55 President and Chief Executive Officer | MARK A. CLOUSE President and Chief Executive Officer of Campbell Soup Company Biography Mark A. Clouse was named President and Chief Executive Officer and a Director of Campbell Soup Company effective January 22, 2019. Prior to joining Campbell, Mr. Clouse served as President and Chief Executive Officer of Pinnacle Foods, Inc. from May 2016 until October 2018. From 2012 until 2016, Mr. Clouse held several executive roles at Mondelēz International, Inc. including: Executive Vice President and Chief Commercial Officer; Executive Vice President and Chief Growth Officer; and Executive Vice President, North America. Prior to the spin-out of Mondelēz in 2012, Mr. Clouse spent 16 years at Kraft Foods, Inc. in a range of leadership positions in developed and emerging markets. Mr. Clouse graduated from the United States Military Academy at West Point with a Bachelor’s degree in Economics. | | | Skills and Qualifications Mr. Clouse is an outstanding leader with a proven track record of operational excellence and value creation. He brings executive leadership experience, financial acumen, and more than 20 years of food industry experience to the Campbell Board. His extensive experience at leading companies with iconic center-store brands provides him with valuable insights about our business and our industry. | | | Other Public Company Boards Brown-Forman Corporation, 2022 – present Pinnacle Foods, Inc., 2016 – 2018 |

  27. DIRECTOR NOMINEES

    | Director Since: 2022 Age: 52 Independent Director Committee Memberships: • Audit • Finance and Corporate Development | BENNETT DORRANCE, JR. Biography Bennett Dorrance, Jr. is a Managing Director for the DFE Trust Company and Vice President of the Dorrance Family Foundation, which supports education, natural resource conservation and programs that improve quality of life in Arizona, California and Hawaii. He is the cofounder and a board member of Kohala Institute in North Kohala, Hawaii, which supports local farmers, local schools, alternative energy initiatives, and land and historic preservation. Mr. Dorrance, Jr. received a Bachelor’s degree in Art History from Princeton University and a Master’s degree in Sustainable Leadership from Arizona State University. Skills and Qualifications Mr. Dorrance, Jr. is an entrepreneur who has invested in a variety of successful for-profit and non-profit enterprises focused on sustainability, land management and health and wellness. His Master’s degree in sustainable leadership gives him a strong grounding in sustainability. As a descendent of Campbell Soup Company’s founder, he adds the perspective of a long-term, highly committed shareholder to the Board’s discussions. Other Public Company Boards None in the past 5 years |

  28. DIRECTOR NOMINEES

    | Director Since: 2018 Age: 59 Independent Director Committee Memberships: • Audit • Finance and Corporate Development (Chair) | MARIA TERESA (TESSA) HILADO Biography Maria Teresa (Tessa) Hilado was Executive Vice President and Chief Financial Officer of Allergan plc, a global pharmaceutical company, from December 2014 until February 2018. Prior to joining Allergan, Ms. Hilado served as Senior Vice President, Finance and Treasurer of PepsiCo, Inc. from 2009 until 2014. She previously served as Vice President and Treasurer for Schering-Plough Corp. from 2008 to 2009 and spent more than 17 years with General Motors Co. in leadership roles of increasing responsibility, including Assistant Treasurer and CFO, GMAC Commercial Finance. Ms. Hilado received a Bachelor’s degree in Management Engineering from Ateneo de Manila University in the Philippines, and a Master of Business Administration from the Darden School of Business at the University of Virginia. Skills and Qualifications Ms. Hilado has more than three decades of demonstrated financial expertise in leading roles at several large, global corporations. She has extensive experience in global finance, treasury, mergers and acquisitions and business development, as well as experience in the automotive, consumer packaged goods and health care industries. Other Public Company Boards Zimmer Biomet Holdings, Inc., 2018 – present PPD, Inc., 2020 – 2021 H.B. Fuller Company, 2013 – 2021 |

  29. DIRECTOR NOMINEES

    | Director Since: 2021 Age: 51 Independent Director Committee Memberships: • Compensation and Organization • Governance | GRANT H. HILL Biography Grant H. Hill is a co-owner and has served as Vice Chairman of the Atlanta Hawks professional basketball team since 2015. Mr. Hill has served as the Managing Director of the USA Men’s Basketball Team since 2021. He is the co-founder and has served as Managing Partner of Penta Mezzanine Fund, a private investment firm that provides customized growth capital solutions to profitable, lower-middle-market companies nationwide since 2011. He is founder and Chairman of Hill Ventures, Inc. through which he engages in commercial real estate development. He has served as a director of Empire State Realty Trust, Inc. since 2020. Mr. Hill is a member of the Board of Directors and Secretary of the NBA Retired Players Association and a member of the Board of Governors for the Naismith Memorial Basketball Hall of Fame. Mr. Hill is a former college and professional basketball player, an Olympic gold medal winner and a member of the Naismith Memorial Basketball Hall of Fame. Mr. Hill earned a Bachelor’s degree in History from Duke University. Skills and Qualifications Mr. Hill offers a diverse business perspective and brings executive leadership, consumer branding and digital media, e-commerce and technology experience to the Campbell Board. Other Public Company Boards Empire State Realty Trust, Inc., 2020 – present |

  30. DIRECTOR NOMINEES

    | Director Since: 2018 Age: 49 Independent Director Committee Memberships: • Audit • Governance | SARAH HOFSTETTER Biography Sarah Hofstetter is President of Profitero, Ltd., a global e-Commerce SaaS analytics company that provides brand manufacturers with analytics and insights to accelerate eCommerce sales. Ms. Hofstetter served as President of ComScore, Inc., a global information and analytics company that measures consumer audiences and advertising across media platforms, from October 2018 through March 2019. Ms. Hofstetter previously held several senior executive roles at 360i, a U.S. advertising arm of Dentsu, Inc., a Japanese advertising and public relations company, serving as Chairwoman from April 2018 through October 2018, Chief Executive Officer from 2013 until April 2018 and Senior Vice President, Emerging Media & Brand Strategy from 2006 to 2010. Prior to joining 360i, Ms. Hofstetter was President and Founder of Kayak Communications, a marketing agency focused on developing brand strategy and communications plans for new media brands, and she spent 10 years at Net2Phone, one of the world’s first providers of VoIP technology, in a series of senior leadership positions. Ms. Hofstetter received a Bachelor’s degree in Sociology and Journalism from Queens College, City University of New York. Skills and Qualifications Ms. Hofstetter has significant marketing, brand building, ecommerce and digital marketing expertise and experience leading organizations that use advertising to drive growth for many types of businesses. She has worked with packaged food companies on campaigns to modernize and revitalize their brands to spark growth and successfully market to next generation consumers. Ms. Hofstetter also brings social media and digital marketing experience to the Campbell Board. Other Public Company Boards None in the past 5 years |

  31. DIRECTOR NOMINEES

    | Director Since: 2014 Age: 62 Independent Director Committee Memberships: • Compensation and Organization (Chair) • Finance and Corporate Development | MARC B. LAUTENBACH Biography Marc B. Lautenbach served as President and Chief Executive Officer at Pitney Bowes Inc., a global shipping and mailing company, that provides technology, logistics and financial services, from December 2012 to October 2023. Before joining Pitney Bowes, Mr. Lautenbach spent 27 years in senior leadership roles at International Business Machines Corporation (IBM), a global technology services company, most recently serving as Managing Partner, North America, IBM Global Business Services. Mr. Lautenbach received a Bachelor’s degree from Denison University, where he graduated Magna Cum Laude and was inducted into Phi Beta Kappa. He received a Master of Business Administration with a concentration in Finance from the Kellogg Graduate School of Management at Northwestern University. Skills and Qualifications As a former chief executive officer, Mr. Lautenbach brings executive leadership experience to the Campbell Board. He possesses substantial operational experience in the technology and logistics fields, as well as marketing, sales and product development experience. Mr. Lautenbach has worked with a broad range of customers and clients and has significant international experience. Other Public Company Boards Pitney Bowes Inc., 2012 – 2023 |

  32. DIRECTOR NOMINEES

    | Director Since: 1990 Age: 73 Independent Director Committee Memberships: • Compensation and Organization • Governance | MARY ALICE DORRANCE MALONE Biography Mary Alice Dorrance Malone is President of Iron Spring Farm horse breeding and performance centers in Pennsylvania and Florida, which she founded in 1976. She has served for many years on the boards of several non-profit organizations and actively participates in various philanthropic organizations. Ms. Malone received a Bachelor’s degree from the University of Arizona. Skills and Qualifications Ms. Malone is an entrepreneur, a private investor and an officer of several private companies. She has a keen interest in health and wellness matters and brings valuable insights to the Campbell Board in this area. As a descendant of Campbell Soup Company’s founder and a significant shareholder, she possesses extensive knowledge of Campbell’s history, organization and culture, and the strategic perspective of a long-term, highly committed director and shareholder. Other Public Company Boards None in the past 5 years |

  33. DIRECTOR NOMINEES

    | Director Since: 2016 Age: 67 Independent Director BOARD CHAIR | KEITH R. MCLOUGHLIN Biography Keith R. McLoughlin served as interim President and Chief Executive Officer of Campbell Soup Company from May 2018 through January 2019. Previously, Mr. McLoughlin was President and Chief Executive Officer of AB Electrolux, a global manufacturer of major household appliances, from 2011 until February 2016. Mr. McLoughlin joined Electrolux in 2003, where he was the President of the Electrolux Home Products North America, Head of Major Appliances in North America and Latin America, Executive Vice President and Head of Global Operations prior to being appointed President and Chief Executive Officer. Before joining Electrolux, Mr. McLoughlin spent 22 years in senior leadership roles at E.I. DuPont de Nemours and Company, leading several consumer brand businesses. Mr. McLoughlin graduated from the United States Military Academy at West Point with a Bachelor’s degree in Engineering. Skills and Qualifications As a former chief executive officer for two global enterprises, Mr. McLoughlin possesses significant executive leadership experience and expertise in international business and operations. His experience as interim CEO of Campbell during the Board-led strategic and portfolio review gives him a unique perspective on the Company, its operations, strategy, people and culture. His additional experience in retail sales, marketing, innovation, strategic planning, and organizational and human resource matters provide valuable insights to the deliberations of the Campbell Board. Other Public Company Boards Briggs & Stratton Corp., 2007 – 2021 |

  34. DIRECTOR NOMINEES

    | Director Since: 2018 Age: 66 Independent Director Committee Memberships: • Compensation and Organization • Governance | KURT T. SCHMIDT Biography Kurt T. Schmidt served as President and Chief Executive Officer at Cronos Group Inc., a global cannabinoid company, from September 2020 to March 2022. Before joining Cronos Group, Mr. Schmidt served as a director and Chief Executive Officer of Blue Buffalo Pet Products, Inc. from 2012 through 2016. Prior to joining Blue Buffalo, Mr. Schmidt served as Deputy Executive Vice President at Nestlé S.A., from 2007 until 2012 and was responsible for the Nestlé Nutrition division and served as a member of the company’s Executive Committee. Prior to joining Nestlé, Mr. Schmidt was the President and Chief Executive Officer of Gerber Products Company from 2004 to 2007. Mr. Schmidt received a Bachelor’s degree in Chemistry from the United States Naval Academy and a Master of Business Administration from the University of Chicago. Skills and Qualifications Mr. Schmidt brings executive leadership and management experience to the Campbell Board. His extensive operational and leadership experience in the food, beverage and consumer packaged goods industry are especially valuable to Campbell’s strategic objectives. Other Public Company Boards None in the past 5 years |

  35. DIRECTOR NOMINEES

    | Director Since: 2009 Age: 66 Independent Director Committee Memberships: • Audit • Governance (Chair) | ARCHBOLD D. VAN BEUREN Biography Archbold D. van Beuren is Vice Chairman of Brandywine Trust Group, a privately owned trust company providing fiduciary and investment services. Mr. van Beuren served as Senior Vice President and President-Global Sales and Chief Customer Officer for Campbell Soup Company, from 2007 until his retirement in October 2009. Mr. van Beuren joined Campbell in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier and President of a division responsible for the North America Foodservice business and the Company’s Canadian, Mexican and Latin American businesses. Mr. van Beuren received a Bachelor of Arts degree from Yale University, and a Master of Business Administration with a concentration in Finance from Columbia University Business School. | | | Skills and Qualifications Mr. van Beuren brings wide-ranging skills in operational and financial management and extensive knowledge of Campbell, its customers, its products and the food industry to the Board. He is also a descendant of the founder of Campbell Soup Company and adds the perspective of a long-term, highly committed shareholder to the Board’s discussions. | | | Other Public Company Boards None in the past 5 years |

  36. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS We strive to recruit and retain highly qualified non-employee directors who will best represent our shareholders’ interests. Each year, the Governance Committee reviews the amount and design of the compensation program for non-employee directors to ensure that the compensation we offer supports our objectives and is consistent with non-employee director compensation within our Compensation Peer Group. In fiscal 2023, the Governance Committee retained FW Cook, the independent compensation consultant to the Board, to benchmark the compensation for the non-employee directors, including the Board Chair, against our Compensation Peer Group and other large public companies. The Governance Committee assessed the appropriateness of the form and amount of our non-employee director compensation. Based on this review, the Governance Committee recommended to the Board and the Board approved increasing (i) the equity portion of the 2023 retainers by $7,500, and (ii) the Committee Chair retainers by $5,000, to keep the retainers in the median range of director compensation. The Board concluded that increasing the retainers was appropriate to support its director recruitment and retention objectives. The Board believes that continuing to pay a larger proportion of the annual retainer in Company stock serves to further align director compensation and shareholders’ interests. Additionally, our 2022 Long-Term Incentive Plan, which was approved by our shareholders at the 2022 Annual Meeting of Shareholders, caps the maximum aggregate dollar value of equity awards that can be made to any individual non-employee director in a calendar year at $1,000,000. All stock grants made in fiscal 2023 to non-employee directors were significantly below this amount. See the “2023 Director Compensation” table below for specific values. The table below sets forth the components of non-employee director compensation for calendar year 2023:

  37. COMPENSATION OF DIRECTORS

    | Annual Cash Retainer: | $119,000 | | Annual Stock Retainer: | $152,000 | | Committee Chair Retainers: | $30,000 for Audit Committee | | | $25,000 for Compensation and Organization Committee | | | $20,000 for Finance and Corporate Development Committee | | | $20,000 for Governance Committee | | Audit Committee Member Retainer (excluding Chair): | $7,500 | | Board Chair Annual Retainer: | $350,000 |

  38. COMPENSATION OF DIRECTORS

    All non-employee director compensation is paid in arrears in four equal quarterly installments on or about March 31, June 30, September 30 and December 31. The retainers for Committee chairs, Audit Committee members and the Board Chair are in addition to the annual cash and stock retainers paid to all non-employee directors. These additional retainers are delivered 50% in cash and 50% in shares of Campbell stock. Directors may elect to receive shares of Campbell stock in lieu of their cash retainers. We typically do not pay a Company employee who also serves as a director any additional compensation for serving as a director. Currently, Mr. Clouse is the only director who is also a Company employee. Directors do not receive individual meeting fees. We pay for, provide or reimburse directors for expenses incurred to attend Board and Committee meetings and director education programs. Directors do not have a retirement plan or receive any benefits such as life or medical insurance. Directors do receive business travel and accident insurance coverage. Stock Ownership Guidelines Under our Corporate Governance Standards, each director is expected, within five years of first joining the Board, to own Campbell stock or hold deferred stock units that have a value equal to five times the annual cash retainer. As of the date of this proxy statement, each of our directors has met or is on track to meet this guideline. Policy on Hedging and Pledging In September 2013, the Board adopted a policy that prohibits any director or executive officer from pledging any shares of Campbell common stock that he or she owns or controls, directly or indirectly, as security under any obligation on a prospective basis. It is also our policy to prohibit all directors, officers and employees from hedging or offsetting the economic risk associated with a Campbell security. See page 58 for additional information regarding our policy prohibiting hedging. Deferred Compensation Plan for Non-Employee Directors Under our Supplemental Retirement Plan, a non-employee director may elect to defer payment of all or a portion of his or her fees until termination of his or her directorship. Directors participate in the same plan as executives. See page 55 for a description of the material terms of the Supplemental Retirement Plan. Fiscal 2023 Director Compensation

  39. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(1)(2) ($) | Total ($) | | Fabiola R. Arredondo | $122,750 | $152,000 | $274,750 | | Howard M. Averill | $132,750(3) | $162,000(4) | $294,750 | | John P. Bilbrey* | $119,000(3) | $148,250(4) | $267,250 | | Bennett Dorrance, Jr. | $112,576 | $139,714 | $252,290 | | Maria Teresa Hilado | $131,500(3) | $160,750(4) | $292,250 | | Grant H. Hill (5) | $119,000 | $148,250 | $267,250 | | Sarah Hofstetter | $122,750 | $152,000(4) | $274,750 | | Marc B. Lautenbach | $130,250 | $159,500(4) | $289,750 | | Mary Alice D. Malone | $119,000 | $148,250 | $267,250 | | Keith R. McLoughlin | $294,000 | $323,250(4) | $617,250 | | Kurt T. Schmidt | $119,000(3) | $148,250(4) | $267,250 | | Archbold D. van Beuren | $131,500 | $160,750 | $292,250 |

  40. COMPENSATION OF DIRECTORS

    | * Mr. Bilbrey is not standing for re-election. | | (1) Amounts reported represent quarterly director compensation payments made in fiscal 2023, on or about September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023. | | (2) Amounts reported represent the aggregate grant date fair value of shares issued to each director during fiscal 2023, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are included in Note 16 to the Consolidated Financial Statements in our 2023 Form 10-K. Directors are fully vested in stock awards at the time of grant, therefore, there were no unvested stock awards at July 30, 2023. | | (3) In 2023, Messrs. Averill, Bilbrey and Schmidt and Ms. Hilado elected to defer their cash payments. This amount was credited to each individual’s notional account in the Supplemental Retirement Plan and invested in funds selected by each respective individual. | | (4) In 2023, Messrs. Averill, Bilbrey, Lautenbach, McLoughlin and Schmidt and Mses. Hilado and Hofstetter elected to defer the value of their stock awards. This amount was credited to each individual’s notional account in the Supplemental Retirement Plan and invested in the Campbell Stock Fund, which is indexed to Campbell common stock. | | (5) In 2023, Mr. Hill elected to have the cash portion of his retainer paid in Campbell common stock. |

  41. COMPENSATION OF DIRECTORS

    The aggregate perquisites to any individual non-employee director did not exceed the SEC reporting threshold amount of $10,000.

  42. COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

    | | WHAT HAPPENED IN 2023? | 44 | | | Strategy and 2023 Financial Results | | | | 2023 Executive Compensation: Payouts | | | | WHAT ARE OUR COMPENSATION PRACTICES? | 45 | | | Compensation Objectives | | | | Compensation Principles and Policies | | | | Compensation Governance | | | | Results of 2022 Say on Pay Vote | | | | HOW ARE COMPENSATION DECISIONS MADE? | 46 | | | Role of the Compensation and Organization Committee | | | | Role of Management | | | | Role of Independent Compensation Consultant | | | | Peer Groups | | | | HOW DO WE COMPENSATE OUR NEOs? | 48 | | | Compensation Elements | | | | Base Salary | | | | Annual Incentive Compensation | | | | Long-Term Incentive Compensation | | | | Fiscal 2023 Long-Term Incentive Program | | | | Awards with Performance Periods Ending in Fiscal 2023 | | | | Retirement Plans and Other Benefits | | | | HOW DO WE MANAGE RISKS RELATED TO OUR COMPENSATION PROGRAM? | 57 | | | Risk Assessment — Incentive Compensation Programs | | | | Executive Stock Ownership | | | | Tax Implications | | | | Policies Prohibiting Hedging or Pledging Company Securities | | | | Incentive Compensation Clawback Policy | |

  43. COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

    | • | Align the financial interests of the NEOs with those of our shareholders, in both the short and long term; | | • | Provide incentives for achieving and exceeding our short-term and long-term goals; | | • | Attract, motivate and retain our key executives by providing total compensation opportunities that are competitive with opportunities offered by other companies in the food, beverage and consumer products industries; and | | • | Differentiate the level of compensation based on individual and business unit performance, leadership potential and level of responsibility within the organization. Individual performance is rated based upon demonstrated leadership skills, accomplishment of objectives, business unit or functional accountabilities and personal contributions. |

  44. COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

    | WE DO | | WE DO NOT | | | | Maintain a strong alignment between corporate performance and compensation | | Have an employment agreement with our CEO or any other executive officers | | | Annually review the risk profile of our compensation programs and maintain risk mitigators | | Pay dividends or dividend equivalents to NEOs on unearned equity awards | | | Use an independent compensation consultant retained directly by the Compensation and Organization Committee | | Reprice stock options without the approval of Campbell shareholders | | | Use “double-trigger” change in control provisions in all change in control agreements with our NEOs | | Provide tax gross ups in any change in control agreement |

  45. COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

    Role of the Compensation and Organization Committee The Committee has overall responsibility for our executive compensation program. The Committee annually reviews compensation strategy, principles and policies, including the apportionment of pay between fixed compensation and incentive compensation elements, and the design of incentive compensation programs. The Committee approves all compensation and benefits for our executive officers (including current executive officers who are NEOs) and Company executives with base salaries in excess of $600,000 per year, authorizes the aggregate amount of annual incentive awards for all eligible participants under the AIP and the LTI Program, and authorizes the CEO to allocate awards to other participants under the AIP and the LTI Program, up to an aggregate amount. Pursuant to the terms of its charter, the Committee is authorized to delegate any of its responsibilities to subcommittees as it deems appropriate, subject to the requirements of applicable laws, regulations and shareholder approved plans. The Committee has delegated to the Chair of the Committee the authority to approve compensation actions for executive officers between Committee meetings when necessary for business continuity purposes. A subcommittee consisting of the Chair of the Committee and either the independent Board Chair or another independent director must jointly approve any equity grants made to executive officers between meetings. Following the completion of the fiscal year, the Committee reviews the performance of the NEOs and approves each executive’s annual incentive payment for the just-completed fiscal year and certifies the vesting of long-term incentive awards for performance periods ending as of the just-completed fiscal year. The Committee also reviews and approves the base salary, annual incentive target and long-term incentive grant for the current fiscal year. This review of all major elements of executive compensation at one time provides the Committee with a comprehensive analysis of the target dollar amount of compensation that would be delivered by each element of compensation, assuming that the required performance goals are attained. The Committee also reviews major organizational changes and reviews our succession planning and leadership development processes. Role of Management It is our customary practice for the CEO and the Executive Vice President and Chief Human Resources Officer to provide recommendations to the Committee on compensation actions for our executive officers (except for actions related to their own compensation) and on potential changes in the design of executive compensation programs, which the Committee then reviews with its independent compensation consultant. In September 2022, Mr. Clouse and the Executive Vice President and Chief Human Resources Officer recommended to the Committee compensation actions for all of the Company’s executive officers (other than their own positions), including the NEOs. The recommendations included fiscal 2022 AIP awards and base salaries and LTI grants for fiscal 2023. In September 2023, Mr. Clouse and the Executive Vice President and Chief Human Resources Officer recommended to the Committee fiscal 2023 AIP awards and base salaries and LTI grants for fiscal 2024 for the Company’s executive officers (other than their own positions), including the NEOs. Role of Independent Compensation Consultant Pursuant to its charter, the Committee is authorized to engage an outside advisor to assist in the design and evaluation of our executive compensation program, as well as to approve the fees paid to such advisor and other terms of the engagement. Prior to the retention of an outside advisor, the Committee assesses the prospective advisor’s independence, taking into consideration all relevant factors, including those factors specified in the NYSE listing standards. FW Cook has been the Committee’s independent compensation consultant since fiscal 2014. Each year the Committee reviews the performance of FW Cook. FW Cook does not provide us with any services other than advising the Committee on executive compensation and advising the Governance Committee on non-employee director compensation. The Committee did not engage any other compensation advisor in fiscal 2023. At the direction of the Committee, FW Cook provided advice on CEO compensation, compensation trends, governance issues and other matters of interest to the Committee during fiscal 2023. The Committee assessed FW Cook’s independence, taking into account a number of factors such as: (1) the provision of other services to Campbell by FW Cook; (2) the amount of fees received from Campbell by FW Cook as a percentage of the total revenue of FW Cook; (3) FW Cook’s policies and procedures to prevent conflicts of interest; (4) any business or personal relationship between FW Cook and the members of the Committee; (5) any ownership of Campbell stock by the individuals at FW Cook performing consulting services for the Committee; and (6) any business or personal relationship between FW Cook or the individuals performing consulting services for the Company and any Campbell executive officer. FW Cook provided the Committee with appropriate assurances regarding its independence. Based on this analysis, the Committee has concluded that FW Cook has been independent throughout its service to the Committee and that there are no conflicts of interest. Peer Groups The Committee identifies both a Compensation Peer Group and a Performance Peer Group (which is a subset of the Compensation Peer Group) in designing and determining executive compensation. The Committee uses the Compensation Peer Group to evaluate the competitiveness of executive compensation and uses the Performance Peer Group to measure our relative TSR performance. The Compensation Peer Group consists of companies in the food, beverage and consumer products industries with whom we primarily compete for executive talent. The Performance Peer Group includes the companies in the Standard & Poor’s Packaged Foods Group, which are independently selected by Standard & Poor’s (“S&P”) based upon the similarities of the companies’ businesses in the packaged foods industry. The composition of the Compensation Peer Group is reviewed and approved by the Committee each fiscal year after obtaining advice from its independent compensation consultant. For fiscal 2023, following its review, the Committee replaced Dean Foods Company with Post Holdings, Inc. in the Compensation Peer Group as Dean Foods Company is no longer considered an active competitor for our talent while Post Holdings, Inc. was identified as a competitive peer for our talent. In fiscal 2023, the Committee compared our target total compensation levels with levels at the companies in the Compensation Peer Group identified in the table below. Given our relatively small size in relation to many of the companies in the Compensation Peer Group, a regression analysis is also reviewed to provide supplemental data reflecting the differences in the total revenue of various peer companies compared to our total revenue. The Committee believes that use of the Compensation Peer Group is the most effective method to evaluate and set the compensation needed to attract, motivate and retain the executive talent needed to manage our businesses and operations successfully, because these are the primary companies with which we compete for senior executives. Use of this peer group also provides a broad database that allows Campbell to obtain accurate, representative survey information for a majority of its positions.

  46. COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

    The Committee also reviewed the Performance Peer Group in fiscal 2023 and continues to believe that it is the appropriate group in Campbell’s industry against which to measure our TSR performance. TSR performance of the companies in the Compensation Peer Group that are not in the packaged foods industry is more likely to be affected by economic developments that do not affect the packaged foods industry. Companies that are added to and deleted from the S&P Packaged Foods Group are automatically added to, or deleted from, the Performance Peer Group. The companies currently in the S&P Packaged Foods Group are noted in the table below; this list is also readily available through S&P. Fiscal 2023 Compensation Peer Group & Performance Peer Group

  47. COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

    | (1) These companies, plus Campbell, constitute the entire S&P Packaged Foods Group, the Performance Peer Group used to measure TSR performance for calculation of the payout of TSR performance-restricted share units under the LTI Program. |

  48. Other NEOs

    | * AIP awards for NEOs who are division leaders are determined using a score that is weighted 30% on the assessment of total Company performance and 70% on the assessment of the division’s performance. The CEO has the discretion to determine the performance scores for each of the Company’s divisions. |

  49. Other NEOs

    | Name | Fiscal 2023 Annual Incentive Target (% of Base Salary) | Fiscal 2023 Annual Incentive Target ($) | | Mark A. Clouse | 170% | $2,057,000 | | Carrie L. Anderson* | 48% | $325,479 | | Mick J. Beekhuizen | 90% | $720,000 | | Adam G. Ciongoli | 80% | $646,220 | | Christopher D. Foley | 90% | $630,000 | | Daniel L. Poland | 80% | $515,000 |

  50. Other NEOs

    | * The Annual Incentive Target for Ms. Anderson is pro-rated based on her time of employment during fiscal 2023. |

  51. Other NEOs

    The performance targets set forth above aligned with the Company’s internal operating plan and externally provided net sales and adjusted EBIT guidance that we initially set for fiscal 2023 and were designed to be challenging to achieve. For each of the Net Sales and Adjusted EBIT metrics, threshold performance results in a 50% payout of target funding, for the Free Cash Flow Metric, threshold performance results in 25% funding, and for all metrics, performance within the target range results in a 100% payout of target funding, over achievement results in a 175% payout of target funding, and exceptional performance results in 200% funding; straight-line interpolation will be used between points to determine the actual payout. In establishing the metrics, performance targets and payout ranges for the fiscal 2023 Total Company Performance Score at the beginning of the fiscal year, the Committee recognized that there would be continued volatility in commodity and input prices in fiscal 2023, and more normalized demand levels and elevated inflation levels would likely have broad macro-economic impacts throughout fiscal 2023. In recognition of this continuing uncertain environment, the Committee decided to maintain a reduced leverage for a given level of performance versus target and the wider ranges applicable for each level of achievement. Given the importance of growing market share and ESG, the Committee decided to use composite market share and progress against certain ESG goals as qualitative performance qualifiers. The Committee believed that linking the fiscal 2023 AIP to net sales, adjusted EBIT and free cash flow would appropriately incent the management team to take the necessary steps to continue brand growth in Snacks, invest in our Meals & Beverages business and continue to deliver cost savings and network optimization. It established the performance targets and payout ranges described above to incent management to deliver its external outlook, which the Committee believed would help the Company establish a solid foundation for future business growth. Specifically, the Committee approved target goals for free cash flow for fiscal 2023 below actual results for fiscal 2022 primarily based upon anticipated increased capital expenditures in fiscal 2023. The table below summarizes our fiscal 2023 performance for AIP purposes. Adjusted EBIT is a non-GAAP measure and excludes certain items impacting comparability as set forth in Appendix A. Free cash flow is an internal metric that measures net cash provided by operating activities less capital expenditures and certain investing and financing activities (dollars in millions).

  52. Other NEOs

    | | Fiscal 2023 AIP Performance | Performance Assessment | Score | Weighting | Weighted Contribution to Total Company Performance Score | | Net Sales | $9,357 | Overachievement | 133% | 40% | 53% | | Adjusted EBIT | $1,367 | Overachievement | 125% | 40% | 50% | | Free Cash Flow | $743 | Threshold | 95% | 20% | 19% |

  53. Other NEOs

    | Name | Fiscal 2023 Annual Incentive Target | Fiscal 2023 Company Performance Score | Fiscal 2023 Individual Performance Score | | Fiscal 2023 Annual Incentive Award | | Mark A. Clouse | $2,057,000x | 120 %x | 100 % | = | $2,468,400 |

  54. Other NEOs

    | Name | Fiscal 2023 Annual Incentive Target | Fiscal 2023 Performance Score | Fiscal 2023 Individual Performance Score | | Fiscal 2023 Annual Incentive Award | | Carrie L. Anderson(1) (2) | $325,479x | 120%x | 100% | = | $390,575 | | Mick J. Beekhuizen(3) | $720,000x | 111%x | 100% | = | $801,000 | | Adam G. Ciongoli(2) | $646,220x | 120%x | 100% | = | $775,464 | | Christopher D. Foley(3) | $630,000x | 131%x | 100% | = | $825,930 | | Daniel L. Poland(2) | $515,000x | 120%x | 100% | = | $618,000 |

  55. Other NEOs

    | (1) The AIP target for Ms. Anderson was pro-rated based on her time of employment during fiscal 2023. | | (2) For purposes of determining the fiscal 2023 AIP award for Ms. Anderson, Mr. Ciongoli and Mr. Poland, the Committee used a score that was based on total Company performance. AIP awards for NEOs who are division leaders are determined using a score that is weighted 30% on the assessment of total Company performance and 70% on the assessment of the division’s performance. | | (3) Due to the transition of each of Mr. Beekhuizen and Mr. Foley into different roles within the Company in fiscal 2023, the weightings were blended to reflect the time in their various corporate or divisional roles. For purposes of determining the fiscal 2023 AIP award for Mr. Beekhuizen, the Committee used a score that was weighted 65% on an assessment of total Company performance and 35% on an assessment of the Meals & Beverages division. For purposes of determining the fiscal 2023 AIP award for Mr. Foley, the Committee used a score that was weighted 30% on an assessment of total Company performance, 52% on an assessment of the Snacks division and 18% on an assessment of the Meals & Beverages division. |

  56. Other NEOs

    Sign-On Bonus to Ms. Anderson On January 25, 2023, we announced Ms. Anderson was elected Executive Vice President and CFO effective February 6, 2023. In connection with her hiring, the Committee authorized a one-time cash payment of $1,500,000 in recognition of the forfeiture of an annual bonus from her prior employment. This cash payment is subject to reimbursement in the event Ms. Anderson voluntarily leaves the Company within 12 months from the start of her employment. Long-Term Incentive Compensation Long-term incentives are typically equity awards, although cash-based awards may be made in limited circumstances. Equity grants are typically approved by the Committee each September, which is near the beginning of our fiscal year. Individual grants are based on the executive’s level of responsibility, possession of critical skills, individual performance and future leadership potential as assessed in our human resources organization planning process. The components of the LTI Program have evolved over time and are modified periodically to further the goals of the program. In fiscal 2020, the Committee decided to stop issuing stock options to the executive officers to simplify the design of the LTI program, while believing that the mix of performance and time-lapse restricted units provided strong shareholder alignment. All shares paid out under our LTI Program are treasury shares that were previously issued and outstanding. Fiscal 2023 Long-Term Incentive Program Each NEO, other than Mr. Clouse, employed at the time of the LTI grants has a long-term incentive target that is expressed as a percentage of his or her base salary. These targets, on average, are designed to deliver total direct compensation that approximates the regressed market median, in accordance with our Compensation Principles and Policies. The Committee reviews the LTI targets for each NEO annually. The Committee did not make any changes to the fiscal 2023 LTI targets for our NEOs when it reviewed these targets in March 2022. Ms. Anderson was not employed by the Company at the time of the fiscal 2023 LTI grants. Instead, she received a one-time grant as described below. The fiscal 2023 long-term incentive targets for our NEOs are set forth in the table below:

  57. Other NEOs

    | Name | Fiscal 2023 LTI Target (% of Base Salary) | Fiscal 2023 LTI Target ($) | | Mick J. Beekhuizen | 250% | $1,929,375 | | Adam G. Ciongoli | 220% | $1,725,332 | | Christopher D. Foley | 220% | $1,435,500 | | Daniel L. Poland | 155% | $968,750 |

  58. Other NEOs

    For Mr. Clouse, the Committee approved an increase in the long-term incentive award value from $6,330,000 to $7,500,000. The increase was intended to better position Mr. Clouse’s target total direct compensation versus peers and to create greater focus on longer-term operating goals and sustained changes in shareholder value, thereby enhancing alignment with shareholders. Awards granted under our long-term incentive program in fiscal 2023 to our NEOs consisted of a combination of performance-restricted share units and time-lapse restricted share units, as follows:

  59. Other NEOs

    In fiscal 2023, each NEO who participated in the LTI Program received 30% of their long-term incentive opportunity in TSR performance-restricted share units, 30% in EPS performance-restricted share units and 40% in time-lapse restricted share units. There is no payment of dividends on restricted share units during the restriction period; instead, accumulated dividend equivalents will be paid in cash at the end of the restriction period on the units that ultimately vest. The long-term incentive awards that were granted to our NEOs during fiscal 2023 appear in the table below, and a description of each component that was granted in fiscal 2023 or that vested in whole or in part based on our fiscal 2023 performance appears in the narrative discussion following the table.

  60. Other NEOs

    | Name | TSR Performance- Restricted Share Units | EPS Performance- Restricted Share Units | Time-Lapse Restricted Share Units | LTI Grant Value on Date of Grant* | | Mark A. Clouse | 44,607 | 44,607 | 59,477 | $7,500,000 | | Mick J. Beekhuizen | 17,213 | 17,213 | 22,951 | $2,894,063 | | Adam G. Ciongoli | 11,288 | 11,288 | 15,050 | $1,897,866 | | Christopher D. Foley | 9,819 | 9,819 | 13,091 | $1,650,825 | | Daniel L. Poland | 7,202 | 7,202 | 9,603 | $1,210,938 |

  61. Other NEOs

    | Campbell’s TSR Performance Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | | Percentage Payout | 200% | 200% | 175% | 150% | 125% | 100% | 75% | 50% | 0% | 0% | 0% |

  62. Other NEOs

    | EPS CAGR for Fiscal 2023-Fiscal 2025 | <2% | 3% | 4% | 5% | 6% | 7% | 8% | | Percentage Payout | 0% | 33% | 67% | 100% | 133% | 167% | 200% |

  63. Other NEOs

    Time-Lapse Restricted Share Units In fiscal 2023, the Committee granted long-term incentive awards to the NEOs in the form of time-lapse restricted share units. Time-lapse restricted share units will vest in equal installments on each of the first three anniversaries of the grant date and are paid out two months following the end of each fiscal year provided that the NEO meets the service requirements. The Committee intends for the time-lapse restricted share units to be a retention tool. In addition to the grants that are made as part of the annual long-term incentive program, the Committee may also grant time-lapse restricted share units to NEOs in other limited circumstances, typically (1) at the start of their employment with us in recognition of their forfeiture of long-term incentive grants from their prior employer, (2) as additional compensation when an NEO is promoted into a new role or given additional responsibilities, or (3) as an additional retention tool. For more information on these awards, see the 2023 Grants of Plan-Based Awards Table on page 61. Awards with Performance Periods Ending in Fiscal 2023 TSR Performance-Restricted Share Units TSR performance-restricted share units were granted in October 2020 as part of the fiscal 2021 LTI Program. These units had a fiscal 2021-2023 performance period. For the fiscal 2021-2023 performance period, the percentage of target TSR performance-restricted share units that were paid out was based upon our TSR performance ranking as illustrated in the chart below.

  64. Other NEOs

    | Campbell’s TSR Performance Rank | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | | Percentage Payout | 200% | 200% | 175% | 150% | 125% | 100% | 75% | 50% | 0% | 0% | 0% | | | | | | | | | | | | | |

  65. Other NEOs

    | • | Our cumulative three-year TSR of 1.7% ranked 7th versus the peer group. | | • | Based on the above criteria and our TSR performance ranking, the payout for TSR performance-restricted share units for the fiscal 2021-2023 performance period was 75% of the target amount. |

  66. Other NEOs

    | • | length of service; | | • | covered compensation (for example, base salary and annual incentive payments under the AIP); and | | • | age at retirement. |

  67. Other NEOs

    Time-lapse restricted share units, performance-restricted share units and stock options, as well as any extraordinary remuneration, are not included in the calculation of the pension benefit under the Qualified Plan. For a more detailed discussion of the retirement plans and the accumulated benefits under these plans, see the 2023 Pension Benefits table and the accompanying narrative beginning on page 64. NEOs who were hired or promoted into an eligible salary grade on or after January 1, 2011 may be eligible to receive an Executive Retirement Contribution. Messrs. Clouse, Beekhuizen, Ciongoli, Foley and Poland and Ms. Anderson were eligible for the Executive Retirement Contribution in fiscal 2023. The Executive Retirement Contribution is a credit to the participant’s Supplemental Retirement Plan account. The amount of the Executive Retirement Contribution is calculated on the same basis for all participants using covered compensation (for example, base salary and annual incentive payments under the AIP) and is subject to vesting criteria. The Executive Retirement Contribution is consistent with our objective to attract and retain experienced senior executives to execute our strategies and was adopted as a means to provide a competitive level of retirement benefits to executives. For a more detailed discussion of the Executive Retirement Contribution, see the narrative on page 66 following the 2023 Pension Benefits table and the 2023 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 64. Deferred Compensation Plan The Campbell Soup Company Supplemental Retirement Plan provides an opportunity for eligible U.S.-based participants, including the NEOs, to save for future financial needs. For a more detailed discussion of the deferred compensation arrangements relating to the NEOs, see the 2023 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 67. Perquisites Our Personal Choice Program provides quarterly cash payments to certain NEOs in lieu of Company sponsored programs for items such as tax or estate planning services or financial planning services. The Committee believes that these payments are appropriate to reimburse executives for financial and tax planning services or other purposes so that the executives are not distracted from devoting their time and energy to their responsibilities to the Company. We also provide long-term disability protection to NEOs who were hired in 2015 and prior that is in addition to the standard long-term disability coverage provided for other employees. During fiscal 2023, we provided supplemental long-term disability coverage to Mr. Ciongoli. We also provide Mr. Clouse with a $100,000 allowance for personal use of an aircraft leased by the Company through an arrangement with NetJets, Inc. (“NetJets”). The Committee believed this was appropriate to enhance productivity for both the CEO and the Company, and allow the CEO a more convenient way to integrate work and life responsibilities. In addition, depending on availability, family members and personal guests of executive officers may travel on company aircraft to accompany executives who are traveling. In connection with his employment in 2022, we offered Mr. Poland a stipend of $2,500 per pay period less applicable taxes to assist him with commuting and living expenses in the Camden, New Jersey area for a period of 36 months. For additional information on all perquisites provided to the NEOs in fiscal 2023, please see the 2023 Summary Compensation Table and accompanying footnotes, which begin on page 59. Severance Plans Each executive officer who reports to the CEO, including each of the NEOs are participants in the Campbell Soup Company Executive Severance Pay Plan (the “Executive Severance Plan”). The Executive Severance Plan provides a maximum payment of two times base salary if the executive is involuntarily terminated without cause. This payment and benefit level was determined primarily by reference to the amount of time customarily required for employees who are involuntarily terminated without cause to find other employment. We believe that, due to the relative scarcity of senior executive roles, employees at higher levels in the organization generally need more time to locate comparable positions elsewhere than employees at lower levels. Assurance of a reasonable measure of financial security in the event of involuntary termination is important to candidates for executive positions, and the extent of the severance benefits offered by Campbell in comparison with those available at other companies is sometimes a significant factor in their evaluations of the attractiveness of opportunities at Campbell. See Potential Payments Upon Termination or Change in Control beginning on page 68. Change in Control Benefits We have entered into “double-trigger” Change in Control Severance Protection Agreements (“CIC Agreements”) with each of the NEOs. The CIC Agreements provide for severance pay and continuation of certain benefits should an applicable termination of employment occur in connection with and within two years following a change in control. The Committee believes that the CIC Agreements are necessary in order to retain stability in the senior executive team in the event there is a threatened or actual change in control. The CIC Agreements’ double-trigger provisions require the occurrence of the following two events in order for an executive to receive payments and benefits: (1) a change in control; and (2) the executive’s employment must be terminated involuntarily and without cause (or terminated voluntarily for good reason) within two years following a change in control. None of our current CIC Agreements with the NEOs provides “gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments and benefits. For a more detailed discussion of these CIC Agreements, see Potential Payments Upon Termination or Change in Control, beginning on page 68. We also have change in control provisions in our AIP, our long-term incentive plans and our U.S. retirement plans, and these provisions apply equally to all participants in the plans, including the NEOs.

  68. Other NEOs

    | • | the compensation governance process that we have established; | | • | the relative size of the potential payouts in the aggregate and for any individual; | | • | the inclusion of a “cap” on the maximum payouts to any individual; | | • | the appropriate balance of fixed versus variable and cash versus equity compensation; | | • | the use of multiple metrics in the respective incentive programs; and | | • | the potential for incentive compensation to be recouped pursuant to the Company’s Clawback Policy, as described on page 58. |

  69. Other NEOs

    Executive Stock Ownership We require NEOs to own shares to further align their interests with those of shareholders. It is our policy that NEOs achieve an ownership stake that represents a significant multiple of their base salaries. Until the ownership level is achieved, NEOs must retain at least half of the after-tax value of each equity award in shares of Campbell stock upon the vesting of restricted share units or exercise of options. All NEOs that are currently employed by the Company are compliant with the retention requirements, and all have either met or are making meaningful progress toward their respective ownership standard. Progress toward a designated ownership standard is measured annually. The share ownership requirements for NEOs are listed below. The ownership standard is expressed as a multiple of salary that is determined based on organization level or salary grade. Establishing ownership standards as a multiple of base salary links the program with pay actions (i.e., base salary increases), and ensures that ownership objectives remain competitive. The ownership multiples have been set at market median.

  70. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Mark A. Clouse President and Chief Executive Officer | 2023 | $1,202,833 | $0 | $7,301,734 | $0 | $2,468,400 | $0 | $726,855 | $11,699,822 | | | 2022 | $1,161,333 | $0 | $6,388,968 | $0 | $2,203,296 | $0 | $523,468 | $10,277,065 | | | 2021 | $1,127,500 | $0 | $6,436,175 | $0 | $1,631,520 | $0 | $708,457 | $9,903,652 | | Carrie L. Anderson Executive Vice President and Chief Financial Officer | 2023 | $361,823 | $1,500,000 | $2,003,882 | $0 | $390,575 | $0 | $71,817 | $4,328,097 | | Mick J. Beekhuizen Executive Vice President and President, Meals & Beverages and Former Chief Financial Officer | 2023 | $795,292 | $0 | $2,817,599 | $0 | $801,000 | $0 | $306,409 | $4,720,300 | | | 2022 | $765,625 | $0 | $3,709,269 | $0 | $819,599 | $0 | $300,823 | $5,595,316 | | | 2021 | $729,167 | $0 | $2,128,712 | $0 | $595,350 | $0 | $322,327 | $3,775,556 | | Adam G. Ciongoli Executive Vice President, General Counsel and Chief Sustainability, Corporate Responsibility and Governance Officer | 2023 | $803,853 | $0 | $1,847,693 | $0 | $775,464 | $0 | $298,084 | $3,725,094 | | | 2022 | $780,435 | $0 | $1,859,722 | $0 | $740,324 | $0 | $261,446 | $3,641,927 | | | 2021 | $757,700 | $0 | $2,066,306 | $0 | $548,208 | $0 | $340,318 | $3,712,532 | | Christopher D. Foley Executive Vice President and President, Snacks | 2023 | $689,291 | $0 | $1,607,218 | $0 | $825,930 | $46,475 | $225,284 | $3,394,198 | | | 2022 | $649,325 | $0 | $1,828,505 | $0 | $692,955 | $0 | $196,622 | $3,367,407 | | | 2021 | $630,375 | $0 | $1,691,740 | $0 | $527,030 | $122,535 | $300,013 | $3,271,693 | | Daniel L. Poland Executive Vice President - Chief Supply Chain Officer | 2023 | $640,625 | $0 | $1,178,905 | $0 | $618,000 | $0 | $251,149 | $2,688,679 |

  71. EXECUTIVE COMPENSATION TABLES

    | (1) Ms. Anderson joined the Company during fiscal 2023. The amounts reported in this column for fiscal 2023 for Ms. Anderson represent one-time cash payments in recognition of the forfeiture of her annual bonus and equity awards from her prior employment. | | (2) The amounts reported in this column represent the aggregate grant date fair value of all stock awards granted to each NEO, calculated in accordance with FASB ASC Topic 718, for the listed fiscal year. The assumptions we used in calculating these amounts are included in Note 16 to the Consolidated Financial Statements in our 2023 Form 10-K. With respect to the free cash flow performance-restricted share units, the amounts reported in this column represent the grant date fair value of that portion of each NEO’s award that was tied to free cash flow performance in fiscal 2021. | | The amounts reported in the Summary Compensation Table for the performance-based awards assume a future payout at the target level, which we believe is the probable outcome of the performance conditions at the time of grant. However, this may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a NEO realizes value with respect to these performance-based awards will depend on our TSR performance and EPS CAGR performance and the NEO’s continued employment. If our performance results in a future payout at the maximum level (200% of target), the |

  72. EXECUTIVE COMPENSATION TABLES

    | aggregate grant date fair value of the performance-based stock awards granted in fiscal 2023 would have been as follows: Mr. Clouse, $8,998,356; Mr. Beekhuizen $3,472,296; Mr. Ciongoli, $2,277,074; Mr. Foley, $1,980,740; and Mr. Poland $1,452,824. | | The amounts reported in the Summary Compensation Table for time-lapse stock awards assume the service conditions will be met and the awards will vest. Whether, and to what extent, a NEO realizes value with respect to these time-lapse stock awards will depend on the NEO’s continued employment. | | For additional information on grant date fair value and estimated future payouts of stock awards, see the 2023 Grants of Plan-Based Awards table on page 61, and to see the value of stock awards actually realized by the NEOs in fiscal 2023, see the 2023 Option Exercises and Stock Vested table on page 64. | | (3) The amounts reported in this column for each NEO reflect the amounts earned and paid under the AIP. Payments under the AIP were determined as described in the CD&A beginning on page 49. | | (4) The change in pension amounts reported for fiscal 2023 are comprised of changes between August 1, 2022 and July 30, 2023 in the actuarial present value of the accumulated pension benefits for eligible NEOs. Eligible NEOs receive pension benefits under the same formula applied to all eligible U.S.-based salaried employees. The only eligible NEO for these pension benefits in fiscal 2023 was Mr. Foley. The actuarial value of pension benefits for Mr. Foley increased by $46,475 for fiscal 2023. The assumptions used in calculating the change in pension value are described on page 66. The values reported in this column are theoretical, as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing our consolidated audited financial statements for the years ended July 30, 2023 and July 31, 2022. The Qualified Plan and SERP utilize different methods of calculating actuarial present value for the purpose of determining a lump-sum payment, if any, to be paid under each pension plan. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a NEO will actually accrue under the Qualified Plan and the SERP, as applicable, during any given year. The material provisions of our pension plans and deferred compensation plans are described on page . No NEO received above-market earnings (as this term is defined by the SEC) on their nonqualified deferred compensation accounts during fiscal 2023. | | (5) The amounts reported in this column reflect, for each NEO, the sum of (i) the incremental cost to Campbell of all perquisites and other personal benefits; (ii) any amounts contributed by Campbell to the applicable 401(k) plan and any 401(k) supplemental program, which are part of our deferred compensation plans; (iii) Campbell’s executive retirement contributions; (iv) any premiums paid by Campbell for executive long-term disability benefits; and (v) any other amounts received by the NEO. |

  73. EXECUTIVE COMPENSATION TABLES

    The following tables outline those (i) perquisites and other personal benefits and (ii) all other additional compensation required by the SEC rules to be separately quantified:

  74. EXECUTIVE COMPENSATION TABLES

    | Name | 401(k) Company Contribution | 401(k) Supplemental Company Contribution(a) | Executive Retirement Contribution(b) | Long-Term Disability | Other(c) | Total | | Mark A. Clouse | $23,100 | $215,252 | $340,503 | $0 | $148,000 | $726,855 | | Carrie L. Anderson | $22,523 | $121 | $33,173 | $0 | $16,000 | $71,817 | | Mick J. Beekhuizen | $23,100 | $89,892 | $161,417 | $0 | $32,000 | $306,409 | | Adam G. Ciongoli | $23,100 | $84,950 | $154,358 | $3,676 | $32,000 | $298,084 | | Christopher D. Foley | $13,200 | $42,024 | $138,060 | $0 | $32,000 | $225,284 | | Daniel L. Poland | $23,100 | $40,373 | $90,676 | $0 | $97,000 | $251,149 |

  75. EXECUTIVE COMPENSATION TABLES

    | (a) See page 55 for a description of the supplemental 401(k) program. | | (b) This amount is unvested and is subject to forfeiture if the vesting criteria are not met. See page 66 for a description of the Executive Retirement Contribution. | | (c) The amounts in this column represent the perquisites provided to each NEO, including $100,000 of expenses associated with Mr. Clouse’s personal use of an aircraft leased through NetJets at the applicable hourly rate charged to the Company by NetJets, a $65,000 stipend payment to Mr. Poland to assist with living expenses in the Camden, NJ area, $48,000 in benefits paid to Mr. Clouse under our Personal Choice Program, $32,000 in benefits paid to each of Messrs. Beekhuizen, Ciongoli, Foley and Poland and $16,000 in benefits paid to Ms. Anderson under our Personal Choice Program. See page 56 for a description of our Personal Choice Program. |

  76. EXECUTIVE COMPENSATION TABLES

    2023 Grants of Plan-Based Awards The table below shows the awards granted to our NEOs during fiscal 2023 under the AIP and LTI Program.

  77. EXECUTIVE COMPENSATION TABLES

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares | Grant Date Fair Value of Stock | | Name | | Grant Date | Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Stock Units (#) | and Option Awards(3) ($) | | Mark A. Clouse | PSU-TSR Grant | 10/1/2022 | 9/21/2022 | — | — | — | 22,303 | 44,607 | 89,214 | — | $2,397,296 | | | PSU-EPS Grant | 10/1/2022 | 9/21/2022 | — | — | — | 22,303 | 44,607 | 89,214 | — | $2,101,882 | | | RSU Grant | 10/1/2022 | 9/21/2022 | — | — | — | — | — | — | 59,477 | $2,802,556 | | | AIP | — | — | $0 | $2,057,000 | $4,114,000 | — | — | — | — | — | | Carrie L. Anderson | RSU Grant | 3/1/2023 | 12/24/2022 | — | — | — | — | — | — | 38,603 | $2,003,882 | | | AIP | — | — | $0 | $325,479 | $650,958 | — | — | — | — | — | | Mick J. Beekhuizen | PSU-TSR Grant | 10/1/2022 | 9/21/2022 | — | — | — | 8,606 | 17,213 | 34,426 | — | $925,071 | | | PSU-EPS Grant | 10/1/2022 | 9/21/2022 | — | — | — | 8,606 | 17,213 | 34,426 | — | $811,077 | | | RSU Grant | 10/1/2022 | 9/21/2022 | — | — | — | — | — | — | 22,951 | $1,081,451 | | | AIP | — | — | $0 | $720,000 | $1,440,000 | — | — | — | — | — | | Adam G. Ciongoli | PSU-TSR Grant | 10/1/2022 | 9/21/2022 | — | — | — | 5,644 | 11,288 | 22,576 | — | $606,646 | | | PSU-EPS Grant | 10/1/2022 | 9/21/2022 | — | — | — | 5,644 | 11,288 | 22,576 | — | $531,891 | | | RSU Grant | 10/1/2022 | 9/21/2022 | — | — | — | — | — | — | 15,050 | $709,156 | | | AIP | — | — | $0 | $646,220 | $1,292,440 | — | — | — | — | — | | Christopher D. Foley | PSU-TSR Grant | 10/1/2022 | 9/21/2022 | — | — | — | 4,909 | 9,819 | 19,638 | — | $527,699 | | | PSU-EPS Grant | 10/1/2022 | 9/21/2022 | — | — | — | 4,909 | 9,819 | 19,638 | — | $462,671 | | | RSU Grant | 10/1/2022 | 9/21/2022 | — | — | — | — | — | — | 13,091 | $616,848 | | | AIP | — | — | $0 | $630,000 | $1,260,000 | — | — | — | — | — | | Daniel L. Poland | PSU-TSR Grant | 10/1/2022 | 9/21/2022 | — | — | — | 3,601 | 7,202 | 14,404 | — | $387,054 | | | PSU-EPS Grant | 10/1/2022 | 9/21/2022 | — | — | — | 3,601 | 7,202 | 14,404 | — | $339,358 | | | RSU Grant | 10/1/2022 | 9/21/2022 | — | — | — | — | — | — | 9,603 | $452,493 | | | AIP | — | — | $0 | $515,000 | $1,030,000 | — | — | — | — | — |

  78. EXECUTIVE COMPENSATION TABLES

    | (1) The amounts listed under the Estimated Possible Payments under Non-Equity Incentive Plan Awards columns represent the minimum, target and maximum payouts for each executive for fiscal 2023 under the AIP. | | (2) The Committee sets dollar targets for grants to NEOs under the LTI Program. The dollar targets may be expressed as a percentage of salary or as some other amount and converted to units based upon Campbell’s average closing stock price during the last 20 trading days in August 2022, which was $50.44 for the fiscal 2023 grants made on October 1, 2022. The performance period for each of the TSR performance-restricted share units and EPS performance-restricted share units granted during fiscal 2023 is fiscal years 2023-2025, and these grants represent 60% (30% TSR performance-restricted share units and 30% EPS performance-restricted share units) of each NEO’s fiscal 2023 LTI award. The target units were credited to the NEOs on the grant date. For units granted in fiscal 2023, dividend equivalents will not be paid on the units during the applicable performance period. Instead, accumulated dividend equivalents will be paid in cash on the restricted share units that vest at the end of the performance period when the grants are paid out. | | The Committee certifies the attainment of performance goals, and any earned shares are distributed to participants following the end of the applicable performance period. See the description in the CD&A beginning on page 52 for information about targets, performance goals and payment of shares. The grants have specific rules related to the treatment of the units in the event of termination for cause, voluntary resignation, retirement, involuntary termination and change in control. These provisions are described under Potential Payments Upon Termination or Change in Control beginning on page 68. | | (3) The amounts reported in this column represent the grant date fair value of the stock awards granted in fiscal 2023, calculated in accordance with FASB ASC Topic 718. The grant date is established once the performance target is defined and communicated to participants which, in the case of the TSR performance-restricted share units and EPS performance-restricted share units granted during fiscal 2023 was October 1, 2022. The assumptions we used in calculating these amounts are included in Note 16 to the Consolidated Financial Statements in our 2023 Form 10-K. |

  79. EXECUTIVE COMPENSATION TABLES

    2023 Outstanding Equity Awards at Fiscal Year-End The following table provides information on the holdings of stock options and restricted share units by each of the NEOs at fiscal year-end. This table includes exercisable stock options, unvested time-lapse restricted share units, unvested performance-restricted share units (TSR and EPS) and unvested equity incentive plan awards. Each equity grant is shown separately for each NEO. The market value of stock awards is based on the closing market price of our common stock on July 28, 2023, which was $46.25. The performance-restricted share units, which were initially granted on October 1, 2020, October 1, 2021 and October 1, 2022, are subject to specific goals during the applicable performance period as explained in the CD&A beginning on page 52. The footnotes below the table describe the vesting schedules. For additional information about the awards, see the description of the LTI Program in the CD&A beginning on page 52.

  80. EXECUTIVE COMPENSATION TABLES

    | | Option Awards | | | | | | Stock Awards | | | | | | Name | Grant Date for Options | Number of Securities Underlying Unexercised Options(#) Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) | Option Exercise Price ($) | Option Expiration Date | Grant Date for Restricted Shares | Number of Shares or Units of Unvested Stock (#) | Market Value of Shares or Units of Unvested Stock ($) | Equity Incentive Plan Awards: Number of Shares or Units of Unvested Stock (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Unvested Stock ($) | | Mark A. Clouse | 1/22/2019 | 182,005 | | | $35.0500 | 1/22/2029 | | | | | | | | 1/22/2019 | 150,000 | | | $35.0500 | 1/22/2029 | | | | | | | | | | | | | | 10/1/2022 | — | — | 44,607(5) | $2,063,074 | | | | | | | | | 10/1/2022 | — | — | 22,303(3) | $1,031,514 | | | | | | | | | 10/1/2021 | — | — | 44,819(4) | $2,072,879 | | | | | | | | | 10/1/2021 | — | — | 44,819(2) | $2,072,879 | | | | | | | | | 10/1/2020 | 50,304(1) | $2,326,560 | — | — | | | | | | | | | 10/1/2022 | 59,477(6) | $2,750,811 | — | — | | | | | | | | | 10/1/2021 | 39,840(6) | $1,842,600 | — | — | | | | | | | | | 10/1/2020 | 14,905(6) | $689,356 | — | — | | Carrie L. Anderson | | | | | | | 3/1/2023 | 38,603(6) | $1,785,389 | — | — | | Mick J. Beekhuizen | | | | | | | 10/1/2022 | — | — | 17,213(5) | $796,101 | | | | | | | | | 10/1/2022 | — | — | 8,606(3) | $398,028 | | | | | | | | | 10/1/2021 | — | — | 26,021(4) | $1,203,471 | | | | | | | | | 10/1/2021 | — | — | 26,021(2) | $1,203,471 | | | | | | | | | 10/1/2020 | 18,292(1) | $846,005 | — | — | | | | | | | | | 10/1/2022 | 22,951(6) | $1,061,484 | — | — | | | | | | | | | 10/1/2021 | 23,130(6) | $1,069,763 | — | — | | | | | | | | | 10/1/2020 | 5,420(6) | $250,675 | — | — | | Adam G. Ciongoli | | | | | | | | | | | | | | | | | | | | 10/1/2022 | — | — | 11,288(5) | $522,070 | | | | | | | | | 10/1/2022 | — | — | 5,644(3) | $261,035 | | | | | | | | | 10/1/2021 | — | — | 13,046(4) | $603,378 | | | | | | | | | 10/1/2021 | — | — | 13,046(2) | $603,378 | | | | | | | | | 10/1/2020 | 16,428(1) | $759,795 | — | — | | | | | | | | | 10/1/2022 | 15,050(6) | $696,063 | — | — | | | | | | | | | 10/1/2021 | 11,597(6) | $536,361 | — | — | | | | | | | | | 10/1/2020 | 4,868(6) | $225,145 | — | — | | Christopher D. Foley | | | | | | | | | | | | | | | | | | | | 10/1/2022 | — | — | 9,819(5) | $454,129 | | | | | | | | | 10/1/2022 | — | — | 4,909(3) | $227,041 | | | | | | | | | 10/1/2021 | — | — | 12,827(4) | $593,249 | | | | | | | | | 10/1/2021 | — | — | 12,827(2) | $593,249 | | | | | | | | | 10/1/2020 | 14,146(1) | $654,253 | — | — | | | | | | | | | 10/1/2022 | 13,091(6) | $605,459 | — | — | | | | | | | | | 10/1/2021 | 11,402(6) | $527,343 | — | — | | | | | | | | | 10/1/2020 | 4,192(6) | $193,880 | — | — |

  81. EXECUTIVE COMPENSATION TABLES

    | | Option Awards | | | | | | Stock Awards | | | | | | Name | Grant Date for Options | Number of Securities Underlying Unexercised Options(#) Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) | Option Exercise Price ($) | Option Expiration Date | Grant Date for Restricted Shares | Number of Shares or Units of Unvested Stock (#) | Market Value of Shares or Units of Unvested Stock ($) | Equity Incentive Plan Awards: Number of Shares or Units of Unvested Stock (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Unvested Stock ($) | | Daniel L. Poland | | | | | | | | | | | | | | | | | | | | 10/1/2022 | — | — | 7,202(5) | $333,093 | | | | | | | | | 10/1/2022 | — | — | 3,601(3) | $166,546 | | | | | | | | | 10/1/2022 | 9,603(6) | $444,139 | — | — | | | | | | | | | 2/1/2022 | 14,822(6) | $685,518 | — | — |

  82. EXECUTIVE COMPENSATION TABLES

    | (1) These are TSR performance-restricted share units that were granted in fiscal 2021 with a fiscal 2021-2023 performance period. The Committee met on August 23, 2023 to evaluate our TSR performance over the 2021-2023 performance period. Based on our TSR performance over the fiscal 2021-2023 performance period, the Committee certified the payout of the fiscal 2021 TSR performance-restricted share units at 75%. These awards will vest at 75% on their applicable vesting dates assuming the applicable service conditions are met. | | (2) These are TSR performance-restricted share units that were granted in fiscal 2022 with a fiscal 2022-2024 performance period. Because our TSR performance as of the end of fiscal 2023 met the performance measure required for payment at target, these awards are shown at target (100% of target). The extent to which these awards will vest and be paid out following the end of the fiscal 2022-2024 performance period will depend on our actual TSR performance over the full performance period. In addition, the grantee must remain employed through September 30, 2024 for the award to vest. | | (3) These are TSR performance-restricted share units that were granted in fiscal 2023 with a fiscal 2023-2025 performance period. Because our TSR performance as of the end of fiscal 2023 met the performance measure required for payment at threshold, these awards are shown at threshold (50% of target). The extent to which these awards will vest and be paid out following the end of the fiscal 2023-2025 performance period will depend on our actual TSR performance over the full performance period. In addition, the grantee must remain employed through September 30, 2025 for the award to vest. | | (4) These are EPS performance-restricted share units that were issued in fiscal 2022 with a fiscal 2022-2024 performance period. Based on our performance as of the end of fiscal 2023, these awards are shown at target (100% of target). The extent to which these awards will vest and be paid out following the end of the fiscal 2022-2024 performance period will depend on our actual adjusted EPS CAGR performance over the full performance period. In addition, the grantee must remain employed through September 30, 2024 for the award to vest. | | (5) These are EPS performance-restricted share units that were issued in fiscal 2023 with a fiscal 2023-2025 performance period. Based on our performance as of the end of fiscal 2023, these awards are shown at target (100% of target). The extent to which these awards will vest and be paid out following the end of the fiscal 2023-2025 performance period will depend on our actual adjusted EPS CAGR performance over the full performance period. In addition, the grantee must remain employed through September 30, 2025 for the award to vest. | | (6) These are time-lapse restricted share units which vest as follows: |

  83. EXECUTIVE COMPENSATION TABLES

    | Name | Grant Date | Vesting Schedule | | Mark A. Clouse | 10/1/2022 | 1/3 each on 9/30/2023, 9/30/2024, 9/30/2025 | | | 10/1/2021 | 1/2 each on 9/30/2023 and 9/30/2024 | | | 10/1/2020 | 100% on 9/30/2023 | | Carrie L. Anderson | 3/1/2023 | 1/3 each on 3/1/2024, 3/1/2025, 3/1/2026 | | Mick J. Beekhuizen | 10/1/2022 | 1/3 each on 9/30/2023, 9/30/2024, 9/30/2025 | | | 10/1/2021 | 1/2 each on 9/30/2023 and 9/30/2024 | | | 10/1/2020 | 100% on 9/30/2023 | | Adam G. Ciongoli | 10/1/2022 | 1/3 each on 9/30/2023, 9/30/2024, 9/30/2025 | | | 10/1/2021 | 1/2 each on 9/30/2023 and 9/30/2024 | | | 10/1/2020 | 100% on 9/30/2023 | | Christopher D. Foley | 10/1/2022 | 1/3 each on 9/30/2023, 9/30/2024, 9/30/2025 | | | 10/1/2021 | 1/2 each on 9/30/2023 and 9/30/2024 | | | 10/1/2020 | 100% on 9/30/2023 | | Daniel L. Poland | 10/1/2022 | 1/3 each on 9/30/2023, 9/30/2024, 9/30/2025 | | | 2/1/2022 | 1/2 each on 2/1/2024 and 2/1/2025 |

  84. EXECUTIVE COMPENSATION TABLES

    2023 Option Exercises and Stock Vested The following table provides information on the number of shares acquired by each NEO upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax.

  85. EXECUTIVE COMPENSATION TABLES

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mark A. Clouse(1) | 0 | $0 | 125,477 | $5,898,674 | | Mick J. Beekhuizen(2) | 0 | $0 | 65,239 | $3,066,885 | | Adam G. Ciongoli(3) | 62,156 | $130,533 | 43,698 | $2,054,243 | | Christopher D. Foley(4) | 0 | $0 | 31,831 | $1,496,375 | | Daniel L. Poland(5) | 0 | $0 | 7,410 | $384,801 |

  86. EXECUTIVE COMPENSATION TABLES

    | (1) Mr. Clouse received 51,307 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of time-lapse restricted share units and 74,170 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of TSR performance-restricted share units. | | (2) Mr. Beekhuizen received 22,478 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of time-lapse restricted share units and 24,723 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of TSR performance-restricted share units. Mr. Beekhuizen also received 18,038 shares at a market price of $47.01 per share on October 1, 2022, upon the vesting of time-lapse restricted share units. | | (3) The dollar value realized on the exercise of Mr. Ciongoli’s stock options reflects the total pre-tax value realized (Campbell’s stock price minus the option’s exercise price). Mr. Ciongoli received 16,672 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of time-lapse restricted share units, and 27,026 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of TSR performance-restricted share units. | | (4) Mr. Foley received 13,882 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of time-lapse restricted share units, and 17,949 shares at a market price of $47.01 per share on September 30, 2022, upon the vesting of TSR performance-restricted share units. | | (5) Mr. Poland received 7,410 shares at a market price of $51.93 per share on February 1, 2023, upon the vesting of time-lapse restricted share units. |

  87. EXECUTIVE COMPENSATION TABLES

    2023 Pension Benefits Eligible NEOs participate in the Qualified Plan or the SERP, as each is described below and on page 65. These plans were closed to new participants in 2010. The only NEO who was eligible for the Qualified Plan and the SERP in fiscal 2023 was Mr. Foley.

  88. EXECUTIVE COMPENSATION TABLES

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | | Not applicable | 0.0 | $0 | $0 | | Mark A. Clouse | Not applicable | 0.0 | $0 | $0 | | | Not applicable | 0.0 | $0 | $0 | | Carrie L. Anderson | Not applicable | 0.0 | $0 | $0 | | | Not applicable | 0.0 | $0 | $0 | | Mick J. Beekhuizen | Not applicable | 0.0 | $0 | $0 | | | Not applicable | 0.0 | $0 | $0 | | Adam G. Ciongoli | Not applicable | 0.0 | $0 | $0 | | | Qualified Plan | 24.2 | $374,051 | $0 | | Christopher D. Foley | SERP | 24.2 | $301,091 | $0 | | | Not applicable | 0.0 | $0 | $0 | | Daniel L. Poland | Not applicable | 0.0 | $0 | $0 |

  89. EXECUTIVE COMPENSATION TABLES

    The Qualified Plan The Qualified Plan was established and designed to provide funded, tax-qualified pension benefits for eligible U.S.-based employees up to the applicable annual limits allowed under the IRC. In January 2010, the Board took action to close the Qualified Plan to new participants, effective December 31, 2010, and, instead, offer eligible employees new enhancements to our 401(k) plan. This action was consistent with our efforts to move towards defined contribution plans as the vehicle for offering retirement benefits to our employees. As a result of this action, Mr. Foley is the only NEO who continues to participate in the Qualified Plan. A participant in the Qualified Plan receives a plan account consisting of pay credits and interest credits. Pay Credits: Pay credits equal a percentage of a participant’s eligible compensation, which is limited by the IRC and described in more detail below in this section. Pay credits are credited as of the last day of each calendar year and made based upon the following formula:

  90. EXECUTIVE COMPENSATION TABLES

    | Age as of December 31 of Prior Calendar Year | Pay Credit Rate | | Less than 30 | 4.5% | | 30 but less than 40 | 5.5% | | 40 but less than 50 | 7.0% | | 50 but less than 60 | 8.0% | | 60 or more | 9.0% |

  91. EXECUTIVE COMPENSATION TABLES

    If a participant terminates employment before the end of a calendar year, he or she will be credited with pay credits as of the last day of the month in which employment ended. Interest Credits: Interest is credited to a participant’s cash balance account as of the last day of each calendar year and is based on the average annual yield on the 30-year U.S. Treasury securities for November of the prior calendar year. Interest credits will never be less than 2.5% or more than 10%. Eligible compensation includes non-deferred base pay and AIP payments, and deferred compensation attributable to pre-tax contributions to the Company’s applicable welfare cafeteria plan and 401(k) plan, respectively. Under the Qualified Plan, participating NEOs are not eligible for unreduced benefits before attaining the normal retirement age of 65. In addition, we do not credit extra service beyond the actual years of an employee’s participation in the plan. Qualified Plan participants are 100% vested in their accrued benefit after attaining three years of service. Lump-sum payments are available as a form of distribution under the Qualified Plan. The Present Value of Accumulated Benefit is the lump-sum present value of the annual pension benefit that was earned as of July 30, 2023 and that would be payable at age 65. The Present Value of Accumulated Benefits for the Qualified Plan was determined in this manner for Mr. Foley. The Supplemental Employees’ Retirement Plan Supplemental executive retirement plans are intended to restore benefits which cannot be provided under the qualified retirement plan typically due to legal limitations applicable to qualified plans. The SERP is a non-qualified executive retirement plan which is intended to provide the benefits that are not payable under the company’s tax-qualified pension plan based on statutory compensation limits or due to the NEO’s deferral of compensation. Employees hired prior to January 1, 2011 are eligible for benefits under the SERP. The SERP follows the same formula and rules as the Qualified Plan but applies to compensation which is excluded for Qualified Plan purposes. Compensation which is excluded from the Qualified Plan in calculating benefits are:

  92. EXECUTIVE COMPENSATION TABLES

    | • | Annual Incentive Plan and sales incentive plan awards that are deferred, and | | • | Paid compensation in excess of the annual IRS compensation limit. |

  93. EXECUTIVE COMPENSATION TABLES

    When a participant leaves the company, the lump sum value of the vested SERP benefit is calculated and credited to the Supplemental Retirement Plan. For more information about the Supplemental Retirement Plan, see the narrative on page 65. Once credited to the Supplemental Retirement Plan, the SERP benefit is treated as a non-elective contribution for Supplemental Retirement Plan purposes and paid according to the default distribution schedule unless changed by the participant. Mr. Foley was the only NEO who participated in the SERP in fiscal 2023. Executive Retirement Contribution The Committee implemented an Executive Retirement Contribution for eligible U.S.-based senior executives who were hired or promoted into an eligible salary grade on or after January 1, 2011. The Executive Retirement Contribution is intended to attract experienced executives and provide retirement benefits to these executives. Executive Retirement Contributions are subject to a vesting schedule, which is designed to balance attraction and retention objectives. We will credit an eligible participant’s Supplemental Retirement Plan account with an Executive Retirement Contribution equal to 10% of the participant’s base salary and annual incentive. The Executive Retirement Contributions are subject to an age-graded vesting schedule and do not begin to vest until the participant has attained age 66 and completed at least five years of service with Campbell. The table below provides details on the vesting criteria:

  94. EXECUTIVE COMPENSATION TABLES

    | Vesting Percentage | Criteria | | 50% | Age 55 and at least 5 years of service | | 60% | Age 56 and at least 5 years of service | | 70% | Age 57 and at least 5 years of service | | 80% | Age 58 and at least 5 years of service | | 90% | Age 59 and at least 5 years of service | | 100% | Age 60 and at least 5 years of service |

  95. EXECUTIVE COMPENSATION TABLES

    Messrs. Clouse, Beekhuizen, Ciongoli, Foley and Poland and Ms. Anderson received an Executive Retirement Contribution in fiscal 2023, and the amounts credited to each of them are unvested. For additional information on the Executive Retirement Contribution, please see the 2023 Nonqualified Deferred Compensation Table and accompanying narrative beginning on page 67. Assumptions For purposes of determining the Present Value of Accumulated Benefits, the following assumptions were used:

  96. EXECUTIVE COMPENSATION TABLES

    | Fiscal Year Ended | 2023 | 2022 | 2021 | | ASC 715 Discount Rate | 5.50% — Qualified Plan 5.50% SERP | 4.60% — Qualified Plan 4.40% SERP | 2.70% — Qualified Plan 2.19% SERP | | Retirement Age for Qualified Plan | 65 for cash balance or 62 for the prior plan formula | 65 for cash balance or 62 for the prior plan formula | 65 for cash balance or 62 for the prior plan formula | | Pre-retirement Mortality or Disability | None | None | None | | Post-retirement Mortality | 101.1% of the Pri-2012 Healthy Life Mortality Table, no collar, with mortality improvement projected generationally at Scale MP-2021 | 101.1% of the Pri-2012 Healthy Life Mortality Table, no collar, with mortality improvement projected generationally at Scale MP-2021 | 101.1% of the Pri-2012 Healthy Life Mortality Table, no collar, with mortality improvement projected generationally at Scale MP-2020 | | Cash Balance Interest Rate | 4.02% initial rate grading linearly to 4.00% ultimate rate over 5 years and subject to a minimum of 2.50% | 3.00% initial rate grading linearly to 4.00% ultimate rate over 5 years and subject to a minimum of 2.50% | 1.89% initial rate grading linearly to 4.00% ultimate rate over 5 years and subject to a minimum of 2.50% | | Form of Payment | Lump sum using ASC 715 assumption methods | Lump sum using ASC 715 assumption methods | Lump sum using ASC 715 assumption methods |

  97. EXECUTIVE COMPENSATION TABLES

    The accumulated benefit is calculated based on credited service and pay as of July 30, 2023. The values reported in the Present Value of Accumulated Benefit column are theoretical and are calculated and presented according to SEC requirements. These values are based on assumptions used in preparing the Company’s consolidated audited financial statements for the year ended July 30, 2023. Our pension plans use a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, under the plans. Using applicable plan assumptions, the lump sum present value of the Qualified Plan and the SERP combined as of July 30, 2023 and payable as of September 1, 2023 to Mr. Foley was $824,171. Messrs. Clouse, Beekhuizen, Ciongoli, Foley, and Poland and Ms. Anderson are not eligible to participate in the plans. All benefit calculations set forth in this narrative and in the Pension Benefit Table are estimates only; actual benefits will be based on data, applicable plan assumptions, pay and service at the time of retirement. 2023 Nonqualified Deferred Compensation

  98. EXECUTIVE COMPENSATION TABLES

    | Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings (Loss) in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Fiscal Year End(3) ($) | | Mark A. Clouse | Supplemental Retirement Plan | $0 | $555,755 | $96,582 | $0 | $1,106,565 | | Carrie L. Anderson | Supplemental Retirement Plan | $0 | $33,294 | $44 | $0 | $121 | | Mick J. Beekhuizen | Supplemental Retirement Plan | $737,639 | $251,309 | $222,410 | $0 | $1,158,464 | | Adam G. Ciongoli | Supplemental Retirement Plan | $0 | $239,308 | $39,255 | $0 | $1,096,484 | | Christopher D. Foley | Supplemental Retirement Plan | $0 | $180,084 | $53,166 | $0 | $368,886 | | Daniel L. Poland | Supplemental Retirement Plan | $0 | $131,049 | $1,951 | $0 | $42,588 |

  99. EXECUTIVE COMPENSATION TABLES

    | (1) The amounts listed above for each NEO are reported in the 2023 Summary Compensation Table under All Other Compensation. The amounts listed above include the following unvested Executive Retirement Contributions made in fiscal 2023: Mr. Clouse, $340,503; Ms. Anderson, $33,173; Mr. Beekhuizen, $161,417; Mr. Ciongoli, $154,358; Mr. Foley, $138,060; and Mr. Poland, $90,676. | | (2) The amounts listed above include earnings on unvested Executive Retirement Contributions, which would be subject to forfeiture if the vesting conditions are not met. The amount of earnings on unvested Executive Retirement Contributions is as follows: Mr. Clouse, $52,262; Ms. Anderson $44; Mr. Beekhuizen, $48,218; Mr. Ciongoli, $25,106; Mr. Foley, $33,564; and Mr. Poland $1,113. | | (3) The amounts listed do not include unvested Executive Retirement Contributions. The unvested amounts are subject to forfeiture if vesting conditions are not met and are as follows: Mr. Clouse, $1,331,653; Ms. Anderson, $33,217; Mr. Beekhuizen, $527,730; Mr. Ciongoli, $534,802; Mr. Foley, $572,151; and Mr. Poland, $124,178. Amounts may not add due to rounding. |

  100. EXECUTIVE COMPENSATION TABLES

    The Supplemental Retirement Plan is an unfunded nonqualified deferred compensation plan maintained for the purpose of providing our eligible U.S.-based executives and key managers the opportunity to defer a portion of their earned compensation. Currently, participants may defer up to 90% of their annual incentive compensation. The ability of executives to defer all or a portion of their long-term incentive awards was eliminated in fiscal 2009, and the ability to defer base salary was eliminated as of January 1, 2011. For those individuals whose base salary and annual incentive compensation exceed the IRC indexed compensation limit for the 401(k) plan ($305,000 and $330,000 for calendar years 2022 and 2023, respectively) and who participate in the 401(k) plan, we credit such individual’s Supplemental Retirement Plan account with an amount equal to the matching contribution we would have made to the 401(k) plan but for the compensation limit (supplemental 401(k) program). These contributions are fully vested. We will also credit an eligible participant’s Supplement Retirement Plan account with an Executive Retirement Contribution equal to 10% of the participant’s base salary and annual incentive. Eligible participants are U.S.-based senior executives who were hired or promoted into an eligible salary grade on or after January 1, 2011. The Executive Retirement Contributions do not begin to vest until the participant has attained age 55 and completed at least five years of service with Campbell. For additional information on the Executive Retirement Contribution and vesting criteria, please see the description beginning on page 66. Each participant’s contributions to the plans are credited to a notional investment account in the participant’s name. Gains and losses in the participant’s account are based on the performance of the investment choices the participant has selected. For deferral accounts, seven investment choices are available, including the Campbell Stock Account. In addition to the Stock Account, participants have the opportunity to invest in: (i) Vanguard’s Institutional 500 Index Trust; (ii) Vanguard’s Institutional Extended Market Index Trust; (iii) Vanguard’s Institutional Total International Stock Index Trust; (iv) Vanguard’s Institutional Total Bond Market Index Trust; (v) Vanguard’s Short-Term Bond Index Fund and (vi) BlackRock’s Short-Term Investment Fund. With the exception of the Campbell’s Stock Account, these investment choices are also available to all participants in the Company’s 401(k) plan, along with several additional investment choices. A participant may reallocate his or her investment account at any time among the seven investment choices, except that reallocations of the Stock Account must be made in compliance with our insider trading policy. Dividends on amounts invested in the Stock Account may be reallocated among the seven investment accounts. Potential Payments Upon Termination or Change in Control The following table describes potential incremental payments upon termination of a NEO’s employment under various circumstances.

  101. EXECUTIVE COMPENSATION TABLES

    | | Termination for Cause | Voluntary Resignation (prior to the vesting or payment date) | Retirement (age 55, 5 years of service) | | AIP/Annual Incentive | Forfeited | Forfeited | Pro rata portion for the current fiscal year based upon length of employment during the fiscal year, provided the NEO was employed at least three months of the fiscal year, paid out based on business unit/Company performance and individual performance | | Unvested time-lapse RSUs | Forfeited | Forfeited | 100%, provided that the NEO retires at least six months after the grant date and provided further that the grant documents don’t require the NEO to be employed by us on the vesting date | | Unvested TSR and EPS performance RSUs | Forfeited | Forfeited | Pro rata portion of any TSR or EPS performance-restricted share units based on length of employment during the applicable restriction period, provided the NEO retires at least six months after the grant date; the pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met | | Unvested stock options | Forfeited | Forfeited | Options will continue to vest according to original schedule, provided the NEO retires at least six months after the grant date | | Vested, unexercised stock options | Forfeited | Exercise within 3 months, or expiration, whichever is earlier | Exercise until expiration date | | Vested Pension | Keep 100% | Keep 100% | Keep 100% | | Vested Deferred Compensation Amounts | Keep 100% | Keep 100% | Keep 100% | | Vested Executive Retirement Contributions | Keep 100% | Keep 100% | Keep 100% | | Unvested Executive Retirement Contributions | Forfeited | Forfeited | Percentage will be paid based on NEO’s age at time of retirement |

  102. EXECUTIVE COMPENSATION TABLES

    Potential Payments Upon Termination or Change in Control (Continued)

  103. EXECUTIVE COMPENSATION TABLES

    | | Involuntary Termination Without Cause | Death or Total Disability | | AIP/Annual Incentive | Pro rata portion for the current fiscal year based on length of employment during the fiscal year, provided the NEO was employed for at least three months in the fiscal year, paid out based upon business unit/ Company performance and individual performance | Pro rata portion for the current fiscal year based upon length of employment during the fiscal year, paid out based on business unit/ Company performance and individual performance | | Unvested time-lapse RSUs | Not retirement eligible: Pro rata portion will be paid based on length of employment during the applicable restriction period, provided the NEO was employed for at least six months following the grant date Retirement eligible (age 55, 5 years of service): 100%, provided that the retirement occurs at least six months after the grant date and provided further that the grant documents don’t require the NEO to be employed by us on the vesting date | Not retirement eligible: Pro rata portion will be paid based on length of employment during the applicable restriction period, provided the NEO was employed for at least six months following the grant date Retirement eligible (age 55, 5 years of service): 100%, provided that the death/disability occurs at least six months after the grant date and provided further that the grant documents don’t require the NEO to be employed by us on the vesting date | | Unvested TSR and EPS performance RSUs | Pro rata portion of any TSR or EPS performance-restricted share units based on length of employment during the applicable restriction period, provided the NEO’s employment continued at least six months after the grant date; the pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met | Pro rata portion of any TSR or EPS performance-restricted share units based on length of employment during the applicable restriction period, provided the death/disability occurs at least six months after the grant date; the pro rata portion will be paid out at the end of the restriction period based upon the vesting criteria being met | | Unvested stock options | Not retirement eligible: Forfeited Retirement eligible (age 55, 5 years of service): Options will continue to vest according to original schedule, provided the retirement occurs at least six months after the grant date | Options will continue to vest according to original schedule, provided the death/disability occurs at least six months after the grant date | | Vested, unexercised stock options | Not retirement eligible: Exercise within one year of termination, or option expiration, whichever is earlier Retirement eligible (age 55, 5 years of service): Exercise until expiration date | Exercise until expiration date | | Vested Pension | Keep 100% | Keep 100% | | Vested Deferred Compensation Amounts | Keep 100% | Keep 100% | | Vested Executive Retirement Contributions | Keep 100% | Keep 100% | | Unvested Executive Retirement Contributions | Percentage will be paid based on NEO’s length of employment and age at time of termination | All unvested amounts will vest regardless of age and/or length of employment at the time of death/disability |

  104. EXECUTIVE COMPENSATION TABLES

    Severance Policy We maintain the Campbell Soup Company Executive Severance Plan, which provides severance benefits for the CEO and other executive officers who report to the CEO, including the NEOs. An NEO will receive severance benefits equal to two times the officer’s base salary if the officer’s employment is involuntarily terminated by the Company without cause (as such terms are defined in the Executive Severance Plan). The severance benefits include two years of medical benefits and life insurance unless the officer obtains medical benefits or life insurance from another employer. Change in control severance benefits, which are based on a separate written agreement with each NEO, are described below. In order to receive severance payments, NEOs must execute a severance agreement and general release that releases the Company from any claims brought by the officer, contains provisions prohibiting the officer from disparaging us, and incorporates provisions from the officer’s non-competition agreement (signed by all officers at the time they are hired), which prohibits the officer from soliciting our employees to work elsewhere and from competing with us for a period of twelve months following termination. Severance payments are made bi-weekly over a two-year period in accordance with our normal payroll processes. Change in Control We have double-trigger CIC Agreements with Messrs. Clouse, Beekhuizen, Ciongoli, Foley and Poland, and with Ms. Anderson. The double-trigger provisions require the occurrence of the following two events in order for an executive to receive payments and benefits:

  105. EXECUTIVE COMPENSATION TABLES

    | (1) a change in control; and | | (2) the executive’s employment must be terminated involuntarily and without cause (or with respect to benefits provided under the CIC Agreements and the LTI Program, terminated voluntarily for good reason) within two years following the change in control. |

  106. EXECUTIVE COMPENSATION TABLES

    Generally, a “Change in Control” will be deemed to have occurred in any of the following circumstances:

  107. EXECUTIVE COMPENSATION TABLES

    | (i) | the acquisition of 25% or more of the outstanding voting stock of the Company by any person or entity, with certain exceptions for descendants of the Company’s founder; | | (ii) | the persons serving as directors of the Company as of a date specified in the agreement, and those replacements or additions subsequently approved by a two-thirds vote of the Board, cease to make up more than 50% of the Board; | | (iii) | a merger, consolidation or share exchange in which the shareholders of the Company prior to the merger wind up owning 50% or less of the surviving corporation; or | | (iv) | a complete liquidation or dissolution of the Company or disposition of all or substantially all of the assets of the Company. |

  108. EXECUTIVE COMPENSATION TABLES

    None of the CIC Agreements with NEOs provide for gross-up payments. We also have change in control provisions in our AIP, our long-term incentive plans and our U.S. retirement plans and these provisions apply equally to all participants in the plans, including the NEOs. Our long-term incentive plan contains an additional change in control provision that applies in the event of a change in control where the surviving entity does not assume outstanding long-term incentive awards or substitute equivalent equity for the outstanding long-term incentive awards. Under this provision, termination of employment within two years is not required for vesting. The following table generally summarizes the treatment of various compensation elements for the NEOs in the event of a change in control and termination of employment within two years.

  109. EXECUTIVE COMPENSATION TABLES

    | Compensation Element | Applicable Plan or Arrangement | Treatment | | Base Salary | CIC Agreement | Lump sum payment equal to 2.5x base salary | | Annual incentive compensation | CIC Agreement | Lump sum pro-rata payment of annual incentive for the fiscal year in which termination occurs, based on the number of days employed in the fiscal year. An additional lump sum payment equal to 2.5x annual incentive target, which is based on the higher of the NEO’s target for the fiscal year or the average actual annual incentive payout over the prior two years | | Medical benefits and life insurance | CIC Agreement | Provided at the employee rate for the lesser of (a) 30 months or (b) the number of months remaining until the NEO’s 65th birthday | | Pension, 401(k) benefits and Executive Retirement Contributions | CIC Agreement | Lump sum based on a straight life annuity, commencing at age 65, assuming the executive would have remained employed until the earlier of (a) 30 months or (b) age 65 |

  110. EXECUTIVE COMPENSATION TABLES

    | Compensation Element | Applicable Plan or Arrangement | Treatment | | Performance-restricted share units | Campbell Soup Company 2015 Long-Term Incentive Plan* | NEO would become vested in, and restrictions would lapse on, the greater of (i) fifty percent (50%) of any unvested performance-restricted share units or (ii) a pro rata portion of such unvested performance-restricted share units based on the portion of the performance period that has elapsed prior to the date of the change in control | | | Campbell Soup Company 2022 Long-Term Incentive Plan* | All performance awards would convert to time-lapse restricted share units with performance deemed achieved (i) for any completed performance period, on actual performance, or (ii) for any partial or future performance period, at the greater of target level or actual performance and all restrictions would lapse immediately, and all unvested converted time-lapse restricted share units would become fully vested. | | Time-lapse restricted share units | Campbell Soup Company 2015 and 2022 Long-Term Incentive Plans* | All restrictions lapse immediately and all such units would become fully vested | | Non-qualified stock options | Campbell Soup Company 2015 and 2022 Long-Term Incentive Plans* | All options would vest and become immediately exercisable |

  111. EXECUTIVE COMPENSATION TABLES

    | * Our long-term incentive plans contain an additional change in control provision that applies in the event of a change in control where the surviving entity does not assume outstanding long-term incentive awards or substitute equivalent equity for the outstanding long-term incentive awards. Under this provision, outstanding long-term incentive awards vest in the same manner as set forth in the table above; however, termination of employment within two years is not required for vesting. |

  112. EXECUTIVE COMPENSATION TABLES

    Tables The following tables display the incremental payments that would be made and the value of equity awards that would vest in the event of termination of employment of an NEO for the reasons listed. All restricted share unit awards referenced in the tables below were granted to the NEOs under the Company’s 2015 Long-Term Incentive Plan, other than Ms. Anderson’s time-lapse restricted share unit award which was granted under the Company’s 2022 Long-Term Incentive Plan. In addition to the amounts in the following tables, the NEOs would be entitled to any vested pension benefits and any vested amounts in deferred compensation accounts that are disclosed above in the 2023 Pension Benefits table and the 2023 Nonqualified Deferred Compensation table. Assumptions The specific assumptions that were used to prepare each table are listed directly below each individual table. Mark A. Clouse

  113. EXECUTIVE COMPENSATION TABLES

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | • Performance-Restricted Share Units | — | — | $6,609,449 | $6,609,449 | $6,609,449 | | • Time-Lapse Restricted Share Units | — | — | $3,459,454 | $3,459,454 | $5,282,768 | | • Dividend Equivalent Accruals | — | — | — | — | $750,645 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $41,791 | $52,239 | | — 401(k) Company Contribution | — | — | — | — | $57,750 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $538,130 | | — Executive Retirement Contribution | — | — | $1,331,653 | — | $851,257 | | Severance: | | | | | | | — Cash | — | — | — | $2,420,000 | $8,167,500 | | TOTAL: | — | — | $11,400,556 | $12,530,694 | $22,309,738 |

  114. EXECUTIVE COMPENSATION TABLES

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | • Time-Lapse Restricted Share Units | — | — | — | — | $1,785,389 | | • Dividend Equivalent Accruals | — | — | — | — | $28,566 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $16,031 | $20,039 | | — 401(k) Company Contribution | — | — | — | — | $56,611 | | — Executive Retirement Contribution | — | — | $33,217 | — | $82,932 | | Severance: | | | | | | | — Cash | — | — | — | $1,500,000 | $2,688,698 | | TOTAL: | — | — | $33,217 | $1,516,031 | $4,662,235 |

  115. EXECUTIVE COMPENSATION TABLES

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | • Performance-Restricted Share Units | — | — | $2,978,546 | $2,978,546 | $2,978,546 | | • Time-Lapse Restricted Share Units | — | — | $1,594,515 | $1,594,515 | $2,381,921 | | • Dividend Equivalent Accruals | — | — | — | — | $336,495 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $17,448 | $21,810 | | — 401(k) Company Contribution | — | — | — | — | $57,750 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $224,728 | | — Executive Retirement Contribution | — | — | $527,730 | — | $403,542 | | Severance: | | | | | | | — Cash | — | — | — | $1,600,000 | $3,800,000 | | TOTAL: | — | — | $5,100,791 | $6,190,509 | $10,204,792 |

  116. EXECUTIVE COMPENSATION TABLES

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | • Performance-Restricted Share Units | $2,219,029 | $2,219,029 | $2,219,029 | $2,219,029 | $2,219,029 | | • Time-Lapse Restricted Share Units | $1,457,569 | $1,457,569 | $1,457,569 | $1,457,569 | $1,457,569 | | • Dividend Equivalent Accruals | — | — | — | — | $241,055 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $41,791 | $52,239 | | — 401k Company Contribution | — | — | — | — | $57,750 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $212,376 | | — Executive Retirement Contribution | — | — | $534,802 | $106,960 | $492,855 | | Severance: | | | | | | | — Cash | — | — | — | $1,615,550 | $3,634,988 | | TOTAL: | $3,676,598 | $3,676,598 | $4,211,400 | $5,440,899 | $8,367,861 |

  117. EXECUTIVE COMPENSATION TABLES

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | • Performance-Restricted Share Units | — | — | $1,801,345 | $1,801,345 | $1,801,345 | | • Time-Lapse Restricted Share Units | — | — | $894,244 | $894,244 | $1,326,681 | | • Dividend Equivalent Accruals | — | — | — | — | $204,870 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $48,817 | $61,022 | | — 401(k) Company Contribution | — | — | — | — | $33,000 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $105,060 | | — Executive Retirement Contribution | — | — | $572,151 | — | $345,150 | | — Pension Benefits | — | — | — | — | $291,787 | | Severance: | | | | | | | — Cash | — | — | — | $1,400,000 | $3,325,000 | | TOTAL: | — | — | $3,267,740 | $4,144,406 | $7,493,915 |

  118. EXECUTIVE COMPENSATION TABLES

    | Accelerated Executive Benefits and Payments Upon Termination | Voluntary Resignation | Retirement | Total Disability or Death | Involuntary Termination Without Cause | Involuntary Termination Without Cause Following Change-in-Control | | Compensation: | | | | | | | — Annual Incentive Plan (AIP) Award | — | — | — | — | — | | — Equity | | | | | | | • Performance-Restricted Share Units | — | — | $185,092 | $185,092 | $333,093 | | • Time-Lapse Restricted Share Units | — | — | $654,657 | $654,657 | $1,129,657 | | • Dividend Equivalent Accruals | — | — | — | — | $57,776 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $33,692 | $42,116 | | — 401k Company Contribution | — | — | — | — | $57,750 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $100,932 | | — Executive Retirement Contribution | — | — | $124,178 | — | $226,690 | | Severance: | | | | | | | — Cash | — | — | — | $1,287,500 | $2,896,875 | | TOTAL: | — | — | $963,927 | $2,160,941 | $4,844,889 |

  119. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of our CEO to the annual total compensation of the median-paid employee of the Company (“Median Employee”). Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K, and represents a reasonable estimate. In fiscal 2023, we re-identified our Median Employee to accurately represent our current population. To identify our Median Employee, we determined the fiscal 2023 base salary, our consistently applied compensation measure, for each of our 14,628 full-time, part-time, temporary and seasonal employees, excluding our CEO, Mark A. Clouse, who were employed by us on July 1, 2023. No cost of living adjustments were applied. For an employee paid in a currency other than U.S. dollars, we converted annual base salary into U.S. dollars, using exchange rates as of July 1, 2023. Based on this data and process, we determined that our Median Employee was an hourly employee with an annual base salary of $56,264. We then calculated the annual total compensation for our Median Employee using the methodology established for disclosing NEO compensation in the Summary Compensation Table, which resulted in our median employee having annual total compensation of $70,105. The fiscal 2023 compensation for Mr. Clouse, was $11,699,822, which equals Mr. Clouse’s compensation as reported in the Summary Compensation Table. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation was 167 to 1. The pay ratio disclosure provided above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

  120. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other NEOs as disclosed in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid,” and certain financial performance measures of the Company. The Compensation Committee did not consider “compensation actually paid” in its determination of PEO or other NEO compensation. For further information concerning our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section beginning on page 43.

  121. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (millions)(5) | Net Sales (millions)(6) | | 2023 | $11,699,822 | $11,089,637 | $3,771,274 | $3,573,919 | $102 | $127 | $858 | $9,357 | | 2022 | $10,277,065 | $13,004,241 | $3,965,231 | $4,788,630 | $106 | $121 | $757 | $8,562 | | 2021 | $9,903,652 | $3,614,369 | $3,373,833 | $2,075,080 | $91 | $107 | $1,002 | $8,476 |

  122. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Mark Clouse has served as the Principal Executive Officer (“PEO”) for the entirety of fiscal 2023, 2022 and 2021, and the other NEO’s for the applicable years were as follows: | | | • | 2023: Carrie L. Anderson, Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Daniel L. Poland | | • | 2022: Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Valerie J. Oswalt | | • | 2021: Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Valerie J. Oswalt |

  123. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The dollar amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Clouse, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs for such years, as identified in footnote 1. | | (3) To calculate “compensation actually paid”, as computed pursuant to the SEC rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Clouse and for the average of the other NEOs is set forth below. The amounts do not reflect the actual amount of compensation earned by, or paid to the executive, during the applicable fiscal year. |

  124. PAY VERSUS PERFORMANCE DISCLOSURE

    Reconciliation of Compensation Actually Paid Adjustments:

  125. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year (a) | Plus/ (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years (a) | Plus Fair Value Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (a) | Plus/ (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year (a) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | Equals Compensation Actually Paid | | Mark A. Clouse | | | | | | | | | | | | 2023 | $11,699,822 | $0 | $0 | $7,301,734 | $6,866,489 | $118,676 | $0 | $(293,616) | $0 | $11,089,637 | | 2022 | $10,277,065 | $0 | $0 | $6,388,968 | $7,846,029 | $1,189,429 | $0 | $408,185 | $327,499 | $13,004,241 | | 2021 | $9,903,652 | $0 | $0 | $6,436,175 | $5,195,091 | $(4,832,275) | $0 | $(215,924) | $0 | $3,614,369 | | Other NEOs (Average) | | | | | | | | | | | | 2023 | $3,771,274 | $9,295 | $6,696 | $1,891,059 | $1,764,237 | $(6,975) | $0 | $(60,959) | $0 | $3,573,919 | | 2022 | $3,965,231 | $0 | $7,592 | $2,269,049 | $2,786,523 | $318,950 | $0 | $7,505 | $28,122 | $4,788,630 | | 2021 | $3,373,833 | $30,634 | $6,171 | $1,856,390 | $1,390,934 | $(790,781) | $0 | $49,159 | $67,212 | $2,075,080 |

  126. PAY VERSUS PERFORMANCE DISCLOSURE

    | (a) includes the value of any dividend equivalents accrued on restricted share unit awards in the applicable year(s) prior to the vesting date that are not otherwise reflected in the fair value of such award. |

  127. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) Amounts included for each year reflect what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on the last day of fiscal 2020. Peer Group TSR is calculated based upon the Company’s peer group (S&P 500 Packaged Foods Group) as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended July 30, 2023. | | (5) The dollar amounts reported represent the amount of net income reflected in the Company’s financial statements for the applicable year. | | (6) The dollar amounts reported represent the amount of net sales reflected in the Company’s financial statements for the applicable year. |

  128. PAY VERSUS PERFORMANCE DISCLOSURE

    Financial Performance Measures The following is a list of the performance measures that, in the Company’s assessment, represent the most important performance measures used by the Company to link compensation actually paid to our NEOs in fiscal 2023 to Company performance. The performance measures are not ranked by relative importance. Please see the Compensation Discussion and Analysis section beginning on page 43 for further information regarding how each of these measures is used in the Company’s executive compensation program.

  129. PAY VERSUS PERFORMANCE DISCLOSURE

    | • | Adjusted EBIT | | • | Adjusted EPS | | • | Free Cash Flow | | • | Net Sales | | • | Stock Price |

  130. PAY VERSUS PERFORMANCE DISCLOSURE

    Relationship Between Pay and Performance We believe that our compensation program is aligned with our business strategy and with creating long-term shareholder value by paying for performance, with a significant portion of NEOs’ pay subject to risk and performance. The Compensation Discussion and Analysis discussion describes in greater detail the Committee’s emphasis on “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of financial objectives as well as shareholder value creation. It is important to note that “compensation actually paid” to our executive officers is computed in accordance with SEC rules and does not necessarily reflect the actual value that an executive will receive in the stated fiscal year as such value will depend on a variety of factors. For example, the value of restricted share unit awards that an executive will receive will ultimately depend on stock price at the time of vesting and, for performance-based restricted share unit awards, the financial performance metrics achieved during the applicable three-year performance cycle, and, all remain at risk of reduction or forfeiture until the time of vesting. In accordance with SEC rules, the following graphs show the relationship of “compensation actually paid” to our (i) cumulative shareholder return and total shareholder return, (ii) net income and (iii) net sales.

  131. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  132. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  133. Compensation Actually Paid vs. Net Sales

    Compensation Actually Paid vs. Net Sales