CONAGRA BRANDS INC.
For the period ended Sep 17, 2025. Filed Aug 6, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 17, 2025 · Filed Aug 6, 2025
Contents
Mitigating Risk in our Compensation Program
While the primary goal of Conagra Brands’ executive compensation program is to align management and shareholder interests and encourage strong financial performance, the Committee is attuned to the fact that poorly constructed compensation programs can have unintended consequences. As such, the Committee designs Conagra Brands’ program thoughtfully to help mitigate the risk that employees will take unnecessary and excessive risks that threaten the long-term health and viability of our Company. With the assistance of the Committee’s independent compensation consultant, Human Resources and Legal department personnel, the Committee undertook a risk review of our fiscal 2025 compensation programs for all employees. Based on the review, we believe our compensation policies and practices are balanced and aligned with creating shareholder value and do not create risks that are reasonably likely to have a material adverse effect on our Company.
| What We DO | | | | |
|---|---|---|---|---|
| | What We DON’T | |||
| þ | Focus employees on both short- and long-term goals. | | ⌧ | No director or executive officer may pledge or hedge their ownership of Company stock. |
| þ | Consider a mix of financial and non-financial goals to prevent over-emphasis on any single metric. | | ⌧ | No excessive perquisites are provided to executives. |
| þ | Allow for some subjective evaluation in the determination of incentive payouts, to ensure linkage between payouts and the “quality” of performance | | ⌧ | No backdating or re-pricing of options may occur without shareholder approval. |
| þ | Employ a greater portion of variable pay (i.e., incentives) at more senior levels of the organization | | ⌧ | Since fiscal 2012, no change in control agreements have been executed with excise tax “gross-up” protection. |
| þ | Require stock ownership for approximately 100 of our most senior employees, as of fiscal year end. | | ⌧ | No additional years of credited service are provided to named executive officers in pension programs. |
| þ | Generally require a “double-trigger” for accelerated vesting to occur in equity awards in connection with a change of control. | | ⌧ | No compensation programs that encourage unreasonable risk taking will be implemented. |
| þ | Provide for the clawback of amounts paid to any of our most senior officers in certain circumstances. | | | |
| þ | Use a range of strong processes and controls, including Committee oversight, in our compensation practices. | | | |
| þ | Engage an independent compensation consultant for the Committee; consultant performs no other work for our Company. | | | |
| | | | | |
60 CONAGRA BRANDS 2025 PROXY STATEMENT
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