CONAGRA BRANDS INC.
For the period ended Sep 23, 2026. Filed Aug 11, 2026.
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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 23, 2026 · Filed Aug 11, 2026
Contents
Compensation Program Elements
Our executive compensation program is designed to encourage and reward behavior that promotes attainment of our annual and long-term goals. In turn, those goals are intended to lead to sustainable, profitable growth, and long-term shareholder value. The elements of our fiscal 2026 executive compensation program were as follows:
| | | Pay Element | | Description | ||
|---|---|---|---|---|---|---|
| ◀ FIXED ▶ | Short-Term | BASE SALARY AND BENEFITS | | ·A fixed compensation program with salaries reviewed annually and adjusted as appropriate (as further described below) | | ·Health and welfare benefit packages and defined contribution retirement programs that are market competitive and generally broad-based |
| ◀ AT RISK / VARIABLE ▶ | ANNUAL INCENTIVE PROGRAM (AIP) | | ·A cash-based annual incentive program based on a single year of performance results·Fiscal 2026 awards were generally based on three weighted metrics:◦50% Weighting: Adjusted Operating Profit◦30% Weighting: Adjusted Net Sales◦20% Weighting: Adjusted Free Cash Flow | | ·Financial performance measures are aligned to our annual operating plan·Individual performance modifier is based on annual performance evaluations·Payouts range from 0% to 200% of target | |
| Long-Term | LONG-TERM INCENTIVE PLAN (LTI) | | ·A stock-based incentive program based on multi-year results or service·Vesting over 3 years | | ||
| | Performance Shares—60% of LTI Opportunity | |||||
| | ·Opportunity to earn shares of our common stock if we achieve pre-set performance goals over a 3-year period ·Pays out after 3-year performance period·3-year cumulative performance goals were set at the time of grant to determine targets for:◦Adjusted EPS, weighted at 70%◦Adjusted Net Sales, weighted at 30% | | ·A relative Total Shareholder Return (TSR) multiplier provides for a potential adjustment of ±10 percentage points based on our three-year TSR performance relative to our near-in peers·Payouts range from 0% to 200% of target | |||
| | RSUs—40% of LTI Opportunity | |||||
| | ·Opportunity to earn shares of our common stock if the employee remains with Conagra over the 3-year ratable vesting period of the award | | ·Rewards stock price appreciation and contributes to retention·33% vests each year over 3 years | |||
See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” for information on how the compensation metrics Adjusted Operating Profit, Adjusted Net Sales, Adjusted Free Cash Flow and Adjusted EPS are calculated.
CONAGRA BRANDS 2026 PROXY STATEMENT 42
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