DEF 14A of Campbell's Co, Oct 9, 2024

DEF 14A of Campbell's Co

Filed Oct 9, 2024 · FY20240001308179-24-000757

Open on EDGAR

  1. ITEMS OF BUSINESS

    ITEMS OF BUSINESS

  2. ITEMS OF BUSINESS

    | 1. | Elect the 12 director nominees recommended by the Board for a one-year term. | | 2. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025. | | 3. | Vote on an advisory resolution to approve the fiscal 2024 compensation of our named executive officers, commonly referred to as a “Say on Pay” vote. | | 4. | Approve an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company. | | 5. | Vote on a shareholder proposal, if properly presented at the 2024 Annual Meeting. | | 6. | Transact any other business properly brought before the meeting. |

  3. ITEMS OF BUSINESS

    | PROXY VOTING Your vote is extremely important. Even if you plan to attend the live webcast of the annual meeting, please vote as soon as possible using the Internet, by telephone, or by completing, signing, dating and returning your proxy card. | | | | Using the Internet and voting at the website listed on the proxy card or the e-proxy notice; Using the toll-free phone number listed on the proxy card or voting instruction form; or Signing, dating and mailing the proxy card or voting instruction form in the enclosed postage-paid envelope. |

  4. ITEMS OF BUSINESS

    RECORD DATE Shareholders of record as of the close of business on September 25, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”) of Campbell Soup Company (the “Company”). FORMAT OF THE ANNUAL MEETING OF SHAREHOLDERS This year’s Annual Meeting of Shareholders will be conducted virtually via live webcast. We have designed the format of the 2024 Annual Meeting so that shareholders attending virtually have the same rights and opportunities as they would have at a physical meeting. Shareholders will be able to submit questions during the meeting using online tools, providing our shareholders with the opportunity for meaningful engagement with the Company. Access to the Audio Webcast of the Annual Meeting: The live audio webcast of the 2024 Annual Meeting will begin at 9:00 a.m. Eastern Time. Online access to the audio webcast will be open prior to the start of the 2024 Annual Meeting to allow time for you to log in and test your device’s audio system. Attendance Instructions: Shareholders will be unable to physically attend the 2024 Annual Meeting. The 2024 Annual Meeting will be held virtually via a live webcast. To attend the virtual meeting, go to https://meetnow.global/CPB2024. In order to vote and examine the Company’s share list during the 2024 Annual Meeting, you will also need the 15-digit control number found on your Notice of Internet Availability, your proxy card or on the instructions that accompany your proxy materials. Submitting Questions at the Annual Meeting: An online portal is available to shareholders at https://meetnow.global/CPB2024 where you can view and download our proxy materials and our Annual Report on Form 10-K for the year ended July 28, 2024 and vote your shares. On the day of, and during, the 2024 Annual Meeting, you can view our agenda and meeting procedures and submit questions on https://meetnow.global/CPB2024. Shareholders must have their 15-digit control number to submit questions. Shareholders will have an opportunity to raise questions about the items of business for the meeting. In addition, after the business portion of the 2024 Annual Meeting concludes and the meeting is adjourned, shareholders will have another opportunity to raise questions of a more general nature. We intend to answer all questions submitted that are pertinent to the Company and the items being voted on by shareholders during the 2024 Annual Meeting, as time permits and in accordance with our meeting procedures. Answers to questions not addressed during the 2024 Annual Meeting will be posted following the meeting on the investor relations section of our website. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. To promote fairness, efficient use of the Company’s resources, and address all shareholder questions, we will respond to no more than two questions from any single shareholder. Technical Assistance: Online access to the webcast will be open prior to the start of the 2024 Annual Meeting to allow time for you to log in and test your computer audio system. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting in advance or during the meeting time, please call (888) 724-2416 (toll-free) or (781) 575-2748 (international). Your vote is extremely important. Even if you plan to attend the 2024 Annual Meeting live via webcast, please vote as soon as possible using the internet, by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form. Thank you for your continued support, interest and investment in Campbell Soup Company. By Order of the Board of Directors, Charles A. Brawley, III Executive Vice President, General Counsel and Corporate Secretary October 9, 2024 IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS On or about October 9, 2024, we began mailing a Notice Regarding Internet Availability of Proxy Materials (“Notice”) to our shareholders and on or about October 10, 2024, we began mailing paper copies of the proxy statement and the accompanying proxy card and other proxy materials to those shareholders who specifically requested paper copies. The proxy materials were also posted to www.envisionreports.com/cpb on this date for access by registered shareholders. Shareholders who do not own shares in their own name, but own shares through a bank or broker, may access our proxy materials, including our annual report for the fiscal year ended July 28, 2024 at www.edocumentview.com/cpb. Websites Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including on our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”). Forward-Looking Statements This Proxy Statement may contain forward-looking statements within the meaning of the federal securities laws. Examples of forward-looking statements include statements regarding our strategy, plans, and objectives and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “estimate,” “intend,” “plan,” “should,” “seek,” or comparable terms. Readers of this document should understand that these statements are not guarantees of performance. Forward-looking statements provide our current expectations and beliefs concerning future events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include those described in our reports filed from time to time with the SEC. We caution readers not to place undue reliance on any forward-looking statements included in this document, which speak only as of the date of this document. We undertake no responsibility to update these statements, except as required by law. WHERE TO OBTAIN FURTHER INFORMATION Shareholders may receive a copy of our Annual Report on Form 10-K for the fiscal year ended July 28, 2024 (“2024 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:

  5. ITEMS OF BUSINESS

    | (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. |

  6. ITEMS OF BUSINESS

    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 “Information Request Form”.

  7. ITEMS OF BUSINESS

    | PROXY STATEMENT SUMMARY | 4 | | 2024 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 2024 EXECUTIVE COMPENSATION | 41 | | ITEM 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY’S NAME TO THE CAMPBELL’S COMPANY | 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 | 78 | | VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS | 80 | | OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | 80 | | PRINCIPAL SHAREHOLDERS | 81 | | OTHER INFORMATION | 82 | | SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 82 | | OTHER MATTERS | 82 | | APPENDIX A | 83 | | NON-GAAP FINANCIAL MEASURES | 83 |

  8. ITEMS OF BUSINESS

    PROXY STATEMENT SUMMARY The Board of Directors (the “Board”) of Campbell Soup Company (the “Company,” “we,” “us,” “our” or “Campbell”) is furnishing this proxy statement and soliciting proxies in connection with the proposals to be voted on at the Campbell Soup Company 2024 Annual Meeting of Shareholders (“2024 Annual Meeting”) and any postponements or adjournments thereof. This proxy statement and the accompanying Notice of 2024 Annual Meeting of Shareholders and proxy card are first being sent to shareholders on or about October 10, 2024. This summary highlights certain information contained in this proxy statement but does not contain all the information you should consider when voting your shares. Please read the entire proxy statement carefully before voting.

  9. ITEMS OF BUSINESS

    | 2024 Annual Meeting Information | | Meeting Agenda | | Date | November 19, 2024 | Proposals ■Election of 12 Board-recommended director nominees to the Board of Directors for a one-year term ■Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025 ■“Say on Pay” advisory resolution to approve fiscal 2024 executive compensation ■Approval of an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company ■A shareholder proposal, if properly presented at the 2024 Annual Meeting ■Transact other business that may properly come before the meeting | | Time | 9:00 a.m. Eastern Time | | | Location | Live Webcast at: https://meetnow.global/CPB2024 | | | Record Date | September 25, 2024 | | | Admission | To attend the live webcast of the 2024 Annual Meeting, you will need to log in to https://meetnow.global/CPB2024 and use the 15-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form. | | | Stock Symbol | CPB | | | Stock Exchange | The Nasdaq Stock Market LLC (“Nasdaq”) | | | Corporate Website | www.campbellsoupcompany.com | |

  10. ITEMS OF BUSINESS

    VOTING MATTERS AND VOTE RECOMMENDATIONS

  11. ITEMS OF BUSINESS

    | Item | | Board Recommendation | Vote Standard | Reasons for Recommendation | More Information | | 1. | Election of 12 Board recommended director nominees to the Board of Directors for a one-year term | FOR EACH NOMINEE | Majority of the votes cast | The Board and the Governance Committee believe the individuals recommended by the Board possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management’s execution of Campbell’s long-term strategy. | Page 15 | | 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025 | FOR | Majority of the votes cast | The Audit Committee believes that the re-appointment of PricewaterhouseCoopers LLP is in the best interests of Campbell and our shareholders. | Page 38 | | 3. | “Say on Pay” advisory resolution to approve fiscal 2024 executive compensation | FOR | Majority of the votes cast | The Board and the Compensation and Organization Committee believe our executive compensation program incorporates a number of compensation governance best practices and aligns to performance. | Page 41 | | 4. | Approval of an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company | FOR | Two-thirds of the votes cast | The Board believes that changing the Company's name to The Campbell's Company better aligns with the Company’s current strategic focus. | Page 42 | | 5. | Shareholder Proposal - Diversity Audit | AGAINST | Majority of the votes cast | The Board believes that the Company already reports transparently on its diversity efforts and progress with committed oversight by the Board. | Page 78 |

  12. ITEMS OF BUSINESS

    | How to Vote | | | | | Even if you plan to attend the live webcast of the 2024 Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see page 12 for additional details). If you are voting via the Internet or by telephone, be sure to have your proxy card or voting instruction form in hand and follow the instructions. You can vote any of three ways: | Internet | Telephone | Mail | | | | | | | | Using the Internet and voting at the website listed on the proxy card or e-proxy notice. | Using the toll-free phone number listed on the proxy card/voting instruction form. | Signing, dating and mailing the proxy card in the enclosed postage paid envelope. |

  13. ITEMS OF BUSINESS

    OUR STRATEGY Our strategy is to Set the Standard to drive accelerated growth in our two divisions within North America while delivering on the promise of our purpose - Connecting people through food they love. Our strategic framework is based on five areas that position us to achieve best in class performance:

  14. ITEMS OF BUSINESS

    | 1. | Top Team – To continue to foster best in class capabilities, leadership and culture; | | 2. | Best Portfolio – To continue to be a transformative category leader with an advantaged portfolio of leadership brands; | | 3. | Top-Tier Performance – To continue to achieve sustainable and predictable growth, accelerating earnings and expanding margins; | | 4. | Winning Execution – To continue to leverage technology and capabilities to win in market; and | | 5. | Lasting Impact – To continue to build on our legacy with measurable results for sustainability and our communities. |

  15. ITEMS OF BUSINESS

    FISCAL 2024 PERFORMANCE In fiscal 2024, we continued to advance our key strategic initiatives in a challenging environment. We completed the acquisition of Sovos Brands, Inc. ("Sovos Brands") which has brought incremental growth to our Meals & Beverages division and supports the continued transformation of our advantaged portfolio. On August 29, 2024, we announced our fiscal 2024 financial results, which included:

  16. ITEMS OF BUSINESS

    | ● | Net sales of $9.636 billion, an increase of 3% versus 2023 | | ● | Organic net sales of $9.216 billion, a decrease of 1% versus 2023 | | ● | Earnings before interest and taxes (“EBIT”) of $1.000 billion, a decrease of 24% versus 2023 | | ● | Adjusted EBIT of $1.454 billion, an increase of 6% versus 2023 | | ● | Earnings per share (“EPS”) of $1.89, a decrease of 34% versus 2023 | | ● | Adjusted EPS of $3.08, an increase of 3% versus 2023 | | ● | Cash flows from operations of $1.185 billion, versus $1.143 billion in 2023 | | ● | Meals & Beverages net sales and operating earnings increased 7% and 9%, respectively, versus 2023 | | ● | Snacks net sales decreased 2% versus 2023 and operating earnings increased 1% versus 2023 |

  17. ITEMS OF BUSINESS

    These results reflect our consistent and reliable performance in a year where, despite an evolving consumer landscape, we made significant process against our longer-term strategic plan. Our focused strategy has positioned us well as we embark on a new chapter of growth and set the standard for performance in the food industry with our advantaged and market-leading brands, capabilities and execution. We encourage you to review our Annual Report to Shareholders that will accompany this Proxy Statement for additional information on our fiscal 2024 performance and our financial results. Information on items impacting comparability is available in Appendix A, which also provides a reconciliation of organic net sales, adjusted EBIT and adjusted EPS, which are non-GAAP measures, to their most comparable GAAP measures. FISCAL 2024 COMMUNITY & SUSTAINABILITY WINS In fiscal 2024, we focused on strengthening and empowering vibrant communities through our employee engagement and grantmaking programs. The Campbell’s Foundation’s grantmaking enabled nonprofit organizations in Campbell communities to engage in a range of important community work focused on increasing food access, encouraging healthy living and nurturing neighborhoods. In fiscal 2024, Community Impact Grants totaling $880,000 were awarded to support our Campbell communities. This year’s Campbell Cares Days of Service resulted in over 6,000 volunteer hours, with employees completing more than 120 in-person volunteer projects across our Campbell locations. From hosting community clean-ups and donation drives to preparing and serving meals at local food organizations, thousands of employees gave back to our communities. Our annual employee giving campaign also raised more than $1.0 million for nonprofit organizations through employee contributions and foundation matches, supporting over 750 organizations across our communities. In fiscal 2024 we grew our signature program, Full Futures, which is aimed at fostering a school nutrition environment that ensures all students are well nourished and ready to thrive at school and in life. The goal of Full Futures is to create sustainable, scalable changes in school nutrition. Full Futures-Camden completed its third year in fiscal 2024 and Full Futures-Charlotte completed its second year. A third site, Full Futures-Hanover, received planning grants for community organizations to plan for a formal launch in fiscal 2025. Our fiscal 2024 total investment in Full Futures was over $1.2 million in the program across three locations. Our focus on sustainability remained strong in fiscal 2024. We continued to work towards our science-based emissions reduction target, and started to see contributions from a virtual power purchase agreement. We sourced greater volumes of wheat, and over 50% of our tomatoes and potatoes, from suppliers engaged in an approved sustainable agriculture program, contributing to one of our key 2025 goals. We made significant strides in reducing waste sent to landfill, and also maintained our commitment to transparency and disclosure, publishing a detailed Corporate Responsibility Report which included information referencing the Global Reporting Initiative, Sustainability Accounting Standards Board, Task Force on Climate-related Financial Disclosures, and UN Global Compact reporting frameworks. The report can be accessed at www.campbellsoupcompany.com/our-impact/reports-and-policies/, but is not, and will not be deemed to be a part of this proxy statement or incorporated by reference into any of our filings with the SEC. See pages 30 through 32 for more information about our environmental, social and governance (“ESG”) activities.

  18. ITEMS OF BUSINESS

    | ITEM 1: | ELECTION OF DIRECTORS |

  19. ITEMS OF BUSINESS

    DIRECTOR NOMINEES Your Board recommends a vote FOR all of the nominees listed below:

  20. ITEMS OF BUSINESS

    | | | | | Board Committee Composition | | | | | Name | Age | Director Since | Independent | Audit | Comp. & Org. | Finance & Corp. Dev. | Governance | | Fabiola R. Arredondo | 57 | 2017 | ✓ | ✓ | | ✓ | | | Howard M. Averill (Audit Committee Financial Expert) | 60 | 2017 | ✓ | ✓ (C) | | ✓ | | | Mark A. Clouse | 56 | 2019 | | | | | | | Bennett Dorrance, Jr. | 53 | 2022 | ✓ | ✓ | | ✓ | | | Maria Teresa (Tessa) Hilado (Audit Committee Financial Expert) | 60 | 2018 | ✓ | ✓ | | ✓ (C) | | | Grant H. Hill | 52 | 2021 | ✓ | | ✓ | | ✓ | | Sarah Hofstetter | 50 | 2018 | ✓ | | ✓ | | ✓ | | Marc B. Lautenbach | 63 | 2014 | ✓ | | ✓ (C) | ✓ | | | Mary Alice D. Malone | 74 | 1990 | ✓ | | ✓ | | ✓ | | Keith R. McLoughlin Independent Board Chair | 68 | 2016 | ✓ | | | | | | Kurt T. Schmidt | 67 | 2018 | ✓ | | ✓ | | ✓ | | Archbold D. van Beuren | 67 | 2009 | ✓ | ✓ | | | ✓ (C) |

  21. ITEMS OF BUSINESS

    Committee composition shown above is as of the date of this proxy statement. Current committee assignments are indicated by a (✓), and committee chairs are indicated by (C). Additional information about each nominee’s background and experience can be found beginning on page 18.

  22. 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 9.8 years. All Directors are committed to the Company’s long-term success and creating value for all shareholders.

  23. Skills and Experience

    Skills and Experience As a group, our independent Director nominees possess a broad range of experience and skills including:

  24. Skills and Experience

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

  25. Skills and Experience

    | Corporate Governance Highlights |

  26. 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 9.8 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 61.5 years | | Director Engagement | ■All directors attended at least 80% of Board and Committee meetings in fiscal 2024 ■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 policies allow the Company to recoup incentive compensation upon an accounting restatement ■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 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 |

  27. Skills and Experience

    | ITEM 2: | RATIFICATION OF AUDITORS |

  28. 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 2025 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 Restated 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. |

  29. Skills and Experience

    | ITEM 3: | ADVISORY VOTE ON FISCAL 2024 EXECUTIVE COMPENSATION |

  30. 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:

  31. 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 |

  32. 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 clawback policies for incentive compensation recoupment in the event of an accounting restatement and have performance share award agreements that allow for award clawback in the event of a breach of duty of loyalty | Allow any directors, officers or employees 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 |

  33. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2017 Age: 57 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 |

  34. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2017 Age: 60 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 |

  35. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2019 Age: 56 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 |

  36. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2022 Age: 53 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, a board member of DMB Associates and 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 owner/operator of Touching the Earth Farm and the Kohala Village hub, a founding partner in Memorial Reefs International and a board member of the Hawai'i Institute of Pacific Agriculture. 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 |

  37. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2018 Age: 60 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 Galderma, S.A., 2021 – present PPD, Inc., 2020 – 2021 H.B. Fuller Company, 2013 – 2021 |

  38. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2021 Age: 52 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 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 |

  39. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2018 Age: 50 Independent Director Committee Memberships: ●Compensation and Organization ●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 e-Commerce 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 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 |

  40. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2014 Age: 63 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 |

  41. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 1990 Age: 74 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 |

  42. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2016 Age: 68 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 |

  43. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2018 Age: 67 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 |

  44. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Director Since: 2009 Age: 67 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 |

  45. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Fiscal 2024 Director Compensation |

  46. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(1)(2) ($) | Total ($) | | Fabiola R. Arredondo | $122,750 | $158,250 | $281,000 | | Howard M. Averill | $134,000 (3) | $169,500 (4) | $303,500 | | John P. Bilbrey* | $49,170 (3) | $62,782 (4) | $111,952 | | Bennett Dorrance, Jr. | $122,750 | $158,250 | $281,000 | | Maria Teresa Hilado | $132,750 (3) | $168,250 (4) | $301,000 | | Grant H. Hill (5) | $119,000 | $154,500 | $273,500 | | Sarah Hofstetter | $120,549 | $156,049 (4) | $276,598 | | Marc B. Lautenbach | $131,500 | $167,000 (4) | $298,500 | | Mary Alice D. Malone | $119,000 | $154,500 | $273,500 | | Keith R. McLoughlin | $294,000 | $329,500 (4) | $623,500 | | Kurt T. Schmidt | $119,000 (3) | $154,500 (4) | $273,500 | | Archbold D. van Beuren | $132,750 | $168,250 | $301,000 |

  47. How can I attend the 2024 Annual Meeting via Live Webcast?

    | * Mr. Bilbrey served as a director until November 29, 2023, but did not stand for re-election at the 2023 Annual Meeting of Shareholders. He received director compensation for two quarters of fiscal 2024. |

  48. How can I attend the 2024 Annual Meeting via Live Webcast?

    | (1) Amounts reported represent quarterly director compensation payments made in fiscal 2024, on or about September 29, 2023, December 29, 2023, March 28, 2024 and June 27, 2024. | | (2) Amounts reported represent the aggregate grant date fair value of shares issued to each director during fiscal 2024, calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718. The assumptions used in calculating these amounts are included in Note 17 to the Consolidated Financial Statements in our 2024 Form 10-K. Directors are fully vested in stock awards at the time of grant, therefore, there were no unvested stock awards at July 28, 2024. | | (3) In 2024, 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 2024, 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 2024, Mr. Hill elected to have the cash portion of his retainer paid in Campbell common stock. |

  49. How can I attend the 2024 Annual Meeting via Live Webcast?

    | ■ | Align the financial interests of our 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 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. |

  50. How can I attend the 2024 Annual Meeting via Live Webcast?

    | | WHAT HAPPENED IN 2024? Strategy and 2024 Financial Results 2024 Executive Compensation: Payouts | 44 | | | WHAT ARE OUR COMPENSATION PRACTICES? Compensation Objectives Compensation Principles and Policies Compensation Governance Results of 2023 Say on Pay Vote | 45 | | | HOW ARE COMPENSATION DECISIONS MADE? Role of the Compensation and Organization Committee Role of Management Role of Independent Compensation Consultant Peer Groups | 46 | | | HOW DO WE COMPENSATE OUR NEOs? Compensation Elements Base Salary Annual Incentive Compensation Long-Term Incentive Compensation Fiscal 2024 Long-Term Incentive Program Awards with Performance Periods Ending in Fiscal 2024 Retirement Plans and Other Benefits | 48 | | | HOW DO WE MANAGE RISKS RELATED TO OUR COMPENSATION PROGRAM? Risk Assessment — Incentive Compensation Programs Executive Stock Ownership Tax Implications Trading Campbell's Securities Timing of Equity Grants Incentive Compensation Clawback Policies | 57 |

  51. How can I attend the 2024 Annual Meeting via Live Webcast?

    | 2024 Executive Compensation: Payouts |

  52. How can I attend the 2024 Annual Meeting via Live Webcast?

    | ● | 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. |

  53. How can I attend the 2024 Annual Meeting via Live Webcast?

    | 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 |

  54. How can I attend the 2024 Annual Meeting via Live Webcast?

    | WE DO | WE DO NOT | | Have clawback policies for incentive compensation recoupment in the event of an accounting restatement and have performance share award agreements that allow for award clawback in the event of a breach of duty of loyalty | Allow any directors, officers or employees 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 |

  55. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Role of Independent Compensation Consultant |

  56. How can I attend the 2024 Annual Meeting via Live Webcast?

    | Peer Groups |

  57. How can I attend the 2024 Annual Meeting via Live Webcast?

    | (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. |

  58. CEO

    The Committee considers a number of factors in determining individual base salaries for the NEOs, including the scope of an individual’s job responsibilities, his or her individual contributions and experience, business performance, job market conditions, the overall Company salary budget, and the individual’s current base salary as compared with those of persons in similar positions at other companies in the Compensation Peer Group, as well as within the Company. Targets for annual incentive payments and long-term incentive grants are a percentage of base salary. Individual salaries for NEOs are reviewed each September by the Committee when it conducts its annual review of executive performance. Merit increases are generally based on the CEO’s (for executives other than the CEO) and the Committee’s assessment of individual performance. In September 2023, the Committee reviewed the base salaries for all of the NEOs. The Committee decided to increase the fiscal 2024 base salaries for Messrs. Clouse, Beekhuizen and Poland by 3.5%, 3% and 4%, respectively, and for Mses. Anderson and Johnson May by 4.5% and 4.8%, respectively, overall generally in line with the average base salary increases for our U.S.-based salaried employees. In February 2024, the Committee approved an additional 15% increase in Ms. Johnson May's base salary to bring her base salary closer to the market median as compared with those persons in similar positions at other companies in our Compensation Peer Group. The amount of base salary paid to each of the NEOs in fiscal 2024 is presented in the 2024 Summary Compensation Table on page 59.

  59. CEO

    | Annual Incentive Compensation |

  60. CEO

    In fiscal 2024, all NEOs were eligible to receive an annual incentive award under the Campbell Soup Company Annual Incentive Plan (“AIP”). Awards to NEOs under the AIP are determined based on Company and/or division performance (as applicable) and individual performance, as illustrated in the table below. A narrative discussion of each component follows.

  61. CEO

    | Annual Incentive TargetX | Total Company Performance Score*X | Individual Award Determination | = | Final Award | | The Committee sets a target percentage for each NEO based on competitive market data. The target percentages for all AIP-eligible participants are applied to individual base salaries. | The score is determined by the Committee based on an assessment of the Company’s performance versus pre-established financial goals and the quality of the results. The full range of possible scores is 0-200%. | This is determined by the Committee, in the case of the CEO, and the Committee with input from the CEO for the other NEOs. The range of possible scores is 0-150%. | | | | | | | | In all events, capped at 200% of an individual’s AIP target |

  62. CEO

    | * 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. |

  63. CEO

    | Name | Fiscal 2024 Annual Incentive Target (% of Base Salary) | Fiscal 2024 Annual Incentive Target ($) | | Mark A. Clouse | 180% | $2,254,230 | | Carrie L. Anderson | 90% | $705,375 | | Mick J. Beekhuizen | 90% | $741,600 | | Diane Johnson May | 80% | $500,000 | | Daniel L. Poland | 80% | $535,600 |

  64. CEO

    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 2024 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 is used between points to determine the actual payout. In establishing the metrics, performance targets and payout ranges for the fiscal 2024 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 2024, and more normalized demand levels and moderately elevated inflation levels would likely have continued macro-economic impacts throughout fiscal 2024. In recognition of this continuing uncertain environment, the Committee decided to maintain reduced leverage in the overall performance schedules via the wider ranges around the target goals. 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 believes that linking the fiscal 2024 AIP to net sales, adjusted EBIT and free cash flow appropriately incents 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 2024 below actual results for fiscal 2023 primarily based upon anticipated increased capital expenditures in fiscal 2024. The table below summarizes our fiscal 2024 performance for AIP purposes. Adjusted EBIT is a non-GAAP measure and excludes certain items impacting comparability. Free cash flow is an internal metric that measures net cash provided by operating activities less capital expenditures and certain investing and financing activities. Our fiscal 2024 performance results noted below reflect the performance of the Company's base business, and excludes any impacts of Sovos Brands.

  65. CEO

    | (dollars in millions) | Fiscal 2024 AIP Performance | Performance Assessment | Score | Weighting | Weighted Contribution to Total Company Performance Score | | Net Sales | $9,213 | Threshold | 81% | 40% | 32% | | Adjusted EBIT | $1,387 | Threshold | 91% | 40% | 37% | | Free Cash Flow | $667 | Threshold | 48% | 20% | 10% |

  66. CEO

    | Name | Fiscal 2024 Annual Incentive Target | Fiscal 2024 Company Performance Score | Fiscal 2024 Individual Performance Score | | Fiscal 2024 Annual Incentive Award | | Mark A. Clouse | $2,254,230x | 78%x | 100% | = | $1,758,300 |

  67. CEO

    | Name | Fiscal 2024 Annual Incentive Target | Fiscal 2024 Performance Score | Fiscal 2024 Individual Performance Score | | Fiscal 2024 Annual Incentive Award | | Carrie L. Anderson(1) | $705,375x | 78%x | 100% | = | $550,193 | | Mick J. Beekhuizen(2) | $741,600x | 85%x | 110% | = | $693,396 | | Diane Johnson May(1) | $500,000x | 78%x | 110% | = | $429,000 | | Daniel L. Poland(1) | $535,600x | 78%x | 115% | = | $480,433 |

  68. CEO

    | (1) For purposes of determining the fiscal 2024 AIP award for Mses. Anderson and Johnson May and Mr. Poland, the Committee used a score that was based on total Company performance. | | (2) 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. For purposes of determining the fiscal 2024 AIP award for Mr. Beekhuizen, the Committee used a score that was weighted 30% on the assessment of total Company performance and 70% on the assessment of the Meals & Beverages division. |

  69. CEO

    | Long-Term Incentive Compensation |

  70. CEO

    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.

  71. CEO

    | Fiscal 2024 Long-Term Incentive Program |

  72. CEO

    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 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 2024 LTI targets for Mr. Beekhuizen or Mses. Anderson or Johnson May when it reviewed these targets in March 2023. The Committee increased Mr. Poland's target from 155% to 170% to better align with overall market median. The fiscal 2024 long-term incentive targets for our NEOs are set forth in the table below:

  73. CEO

    | Name | Fiscal 2024 LTI Target (% of Base Salary) | Fiscal 2024 LTI Target ($) | | Carrie L. Anderson | 250% | $1,875,000 | | Mick J. Beekhuizen | 250% | $2,000,000 | | Diane Johnson May | 195% | $1,009,125 | | Daniel L. Poland | 170% | $1,094,375 |

  74. CEO

    For Mr. Clouse, the Committee approved an increase in the long-term incentive award value from $7,500,000 to $8,600,000. The increase was intended to better position Mr. Clouse's target total direct compensation versus the peer median 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 2024 to our NEOs consisted of a combination of performance-restricted share units and time-lapse restricted share units, as follows:

  75. CEO

    In fiscal 2024, 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 2024 appear in the table below, and a description of each component that was granted in fiscal 2024 or that vested in whole or in part based on our fiscal 2024 performance appears in the narrative discussion following the table.

  76. CEO

    | 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 | 60,182 | 60,182 | 80,243 | $8,600,000 | | Carrie L. Anderson | 16,401 | 16,401 | 21,868 | $2,343,750 | | Mick J. Beekhuizen | 16,795 | 16,795 | 22,393 | $2,400,000 | | Diane Johnson May | 8,121 | 8,121 | 10,828 | $1,160,494 | | Daniel L. Poland | 8,807 | 8,807 | 11,743 | $1,258,531 |

  77. CEO

    | 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% |

  78. CEO

    | Adjusted EPS CAGR for Fiscal 2024-Fiscal 2026 | <2.7% | 3.7% | 4.7% | 5.7% | 6.7% | 7.7% | 8.7% | | Percentage Payout | 0% | 33% | 67% | 100% | 133% | 167% | 200% |

  79. CEO

    Time-Lapse Restricted Share Units In fiscal 2024, 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 2024 Grants of Plan-Based Awards Table on page 61.

  80. CEO

    | 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% | | | | | | | | | | | | | |

  81. CEO

    | ● | Our cumulative three-year TSR of 12.5% ranked 3rd 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 2022-2024 performance period was 175% of the target amount. |

  82. CEO

    | Adjusted EPS CAGR for Fiscal 2022-Fiscal 2024 | <-0.8% | -0.8% | 0.2% | 1.1% | 2.1% | 3.1% | 4.1% | | Percentage Payout | 0% | 50% | 75% | 100% | 133% | 167% | 200% | | | | | | | | | |

  83. CEO

    Pension Plans Eligible NEOs participate in one qualified, defined benefit pension plan, the Campbell Soup Company Retirement and Pension Plan (“Qualified Plan”) and in one non-qualified, defined benefit pension plan, the Campbell Soup Company Supplemental Employees’ Retirement Plan (“SERP”). All defined benefit pension plans were closed to new participants, effective December 31, 2010. In fiscal 2024, no NEOs were eligible for the Qualified Plan or the SERP. 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. In addition, 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 to their Supplemental Retirement Account. Messrs. Clouse, Beekhuizen and Poland and Mses. Anderson and Johnson May were eligible for the Executive Retirement Contribution in fiscal 2024. 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 deferred compensation arrangements relating to the NEOs, including the Executive Retirement Contribution, see the 2024 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 66. 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 Mr. Clouse with a $150,000 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 which will continue for the duration of his employment. In connection with her employment in 2021, we offered Ms. Johnson May a stipend of $2,500 per pay period less applicable taxes to assist her with commuting and living expenses in the Camden, New Jersey area which will continue for the duration of her employment. For additional information on all perquisites provided to the NEOs in fiscal 2024, please see the 2024 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” Amended and Restated 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.

  84. CEO

    | ● | 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. |

  85. CEO

    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.

  86. Stock Ownership Requirement as Multiple of Base Salary

    | 2024 Summary Compensation Table |

  87. Stock Ownership Requirement as Multiple of Base Salary

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation (4) ($) | Total ($) | | Mark A. Clouse President and Chief Executive Officer | 2024 | $1,245,292 | $0 | $8,427,265 | $1,758,300 | $829,143 | $12,260,000 | | | 2023 | $1,202,833 | $0 | $7,301,734 | $2,468,400 | $726,855 | $11,699,822 | | | 2022 | $1,161,333 | $0 | $6,388,968 | $2,203,296 | $523,468 | $10,277,065 | | Carrie L. Anderson Executive Vice President and Chief Financial Officer | 2024 | $778,125 | $0 | $2,296,622 | $550,193 | $230,532 | $3,855,472 | | | 2023 | $361,823 | $1,500,000 | $2,003,882 | $390,575 | $71,817 | $4,328,097 | | Mick J. Beekhuizen Executive Vice President and President, Meals & Beverages and Former Chief Financial Officer | 2024 | $820,000 | $0 | $2,351,781 | $693,396 | $307,466 | $4,172,643 | | | 2023 | $795,292 | $0 | $2,817,599 | $801,000 | $306,409 | $4,720,300 | | | 2022 | $765,625 | $0 | $3,709,269 | $819,599 | $300,823 | $5,595,316 | | Diane Johnson May Executive Vice President, Chief People and Culture Officer | 2024 | $565,753 | $0 | $2,644,231 | $429,000 | $276,895 | $3,915,879 | | Daniel L. Poland Executive Vice President - Chief Supply Chain Officer | 2024 | $665,208 | $0 | $2,941,237 | $480,433 | $318,278 | $4,405,156 | | | 2023 | $640,625 | $0 | $1,178,905 | $618,000 | $251,149 | $2,688,679 |

  88. Stock Ownership Requirement as Multiple of Base Salary

    | 2024 Grants of Plan-Based Awards |

  89. Stock Ownership Requirement as Multiple of Base Salary

    | 2024 Outstanding Equity Awards at Fiscal Year-End |

  90. Stock Ownership Requirement as Multiple of Base Salary

    | 2024 Option Exercises and Stock Vested |

  91. Stock Ownership Requirement as Multiple of Base Salary

    | 2024 Pension Benefits |

  92. Stock Ownership Requirement as Multiple of Base Salary

    | 2024 Nonqualified Deferred Compensation |

  93. Stock Ownership Requirement as Multiple of Base Salary

    | Potential Payments Upon Termination or Change in Control |

  94. Stock Ownership Requirement as Multiple of Base Salary

    | Potential Payments Upon Termination or Change in Control (Continued) |

  95. Stock Ownership Requirement as Multiple of Base Salary

    | 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 | —- | $8,069,518 | $8,069,518 | $8,069,518 | $20,458,689 | | ●Time-Lapse Restricted Share Units | —- | $6,536,351 | $6,536,351 | $6,536,351 | $6,536,351 | | ●Dividend Equivalent Accruals | —- | —- | —- | —- | $1,164,779 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | —- | —- | —- | $42,874 | $53,593 | | — 401(k) Company Contribution | -— | -— | —- | —- | $60,375 | | — 401(k) Supplemental Company Contribution | —- | -— | —- | —- | $589,330 | | — Executive Retirement Contribution | -— | —- | $719,383 | —- | $928,152 | | Severance: | | | | | | | — Cash | -— | -— | —- | $2,504,700 | $8,970,495 | | TOTAL: | -— | $14,605,869 | $15,325,252 | $17,153,443 | $38,761,764 |

  96. Stock Ownership Requirement as Multiple of Base Salary

    | 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 | — | — | $425,892 | $425,892 | $2,300,241 | | ●Time-Lapse Restricted Share Units | — | — | $1,188,993 | $1,188,993 | $2,225,487 | | ●Dividend Equivalent Accruals | — | — | — | — | $128,524 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $43,021 | $53,775 | | — 401(k) Company Contribution | — | — | — | — | $60,375 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $143,995 | | — Executive Retirement Contribution | — | — | $153,315 | — | $291,960 | | Severance: | | | | | | | — Cash | — | — | — | $1,567,500 | $3,722,813 | | TOTAL: | — | — | $1,768,200 | $3,225,406 | $8,927,170 |

  97. Stock Ownership Requirement as Multiple of Base Salary

    | 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 | — | — | $3,717,466 | $3,717,466 | $8,114,913 | | ●Time-Lapse Restricted Share Units | — | — | $1,590,155 | $1,590,155 | $2,302,858 | | ●Dividend Equivalent Accruals | — | — | — | — | $396,929 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $27,980 | $34,975 | | — 401(k) Company Contribution | — | — | — | — | $60,375 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $223,191 | | — Executive Retirement Contribution | — | — | $783,921 | — | $405,097 | | Severance: | | | | | | | — Cash | — | — | — | $1,648,000 | $4,085,750 | | TOTAL: | — | — | $6,091,542 | $6,983,601 | $15,624,088 |

  98. Stock Ownership Requirement as Multiple of Base Salary

    | 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 | — | — | $1,218,212 | $1,218,212 | $2,986,299 | | ●Time-Lapse Restricted Share Units | — | — | $600,458 | $600,458 | $2,574,195 | | ●Dividend Equivalent Accruals | — | — | — | — | $169,815 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $35,092 | $43,865 | | — 401(k) Company Contribution | — | — | — | — | $64,431 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $120,755 | | — Executive Retirement Contribution | — | — | $235,303 | — | $264,553 | | Severance: | | | | | | | — Cash | — | — | — | $1,250,000 | $2,812,500 | | TOTAL: | — | — | $2,053,973 | $3,103,762 | $9,036,413 |

  99. Stock Ownership Requirement as Multiple of Base Salary

    | 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 | — | — | $640,194 | $640,194 | $2,245,263 | | ●Time-Lapse Restricted Share Units | — | — | $787,130 | $787,130 | $3,057,310 | | ●Dividend Equivalent Accruals | — | — | — | — | $159,195 | | Benefits & Perquisites: | | | | | | | — Health and Welfare Benefits | — | — | — | $35,092 | $43,865 | | — 401(k) Company Contribution | — | — | — | — | $68,488 | | — 401(k) Supplemental Company Contribution | — | — | — | — | $164,070 | | — Executive Retirement Contribution | — | — | $264,642 | — | $320,637 | | Severance: | | | | | | | — Cash | — | — | — | $1,339,000 | $3,012,750 | | TOTAL: | — | — | $1,691,966 | $2,801,416 | $9,071,578 |

  100. Stock Ownership Requirement as Multiple of Base Salary

    | | 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) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income (millions)(5) | Net Sales (millions)(6) | | Year(1) | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2024 | $12,260,000 | $17,409,744 | $4,087,288 | $5,205,606 | $107 | $114 | $567 | $9,636 | | 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 |

  101. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  102. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  103. Compensation Actually Paid vs. Net Sales

    Compensation Actually Paid vs. Net Sales ITEM 5 — SHAREHOLDER PROPOSAL The Accountability Board, Inc. proposes the adoption of the resolution set forth below and has furnished the statement set forth below in support of its proposal. The Board of Directors accepts no responsibility for the proposal or the supporting statement. The proposal is required to be voted on at the 2024 Annual Meeting only if properly presented by the shareholder or its qualified representative. The Board of Directors opposes the proposal for the reasons stated after the proposal.