CONAGRA BRANDS INC.
For the period ended Sep 23, 2026. Filed Aug 11, 2026.
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Sep 23, 2026 · Filed Aug 11, 2026
Contents
Incentive Programs
OVERVIEW
We use incentive programs to closely align management compensation with Company performance. Our incentive programs reward for achievement of our annual operating plan and progress made toward our long-term strategic plan with a mixture of performance-based and time-based equity awards. For fiscal 2026, compensation tied to Company performance represented 90% of Mr. Connolly’s compensation opportunity. For the named executive officers other than the CEO, compensation tied to Company performance represented 79% of their total compensation opportunity for fiscal 2026.
We provide details of our incentive programs below. Financial targets are disclosed in this discussion in the limited context of our incentive plans; they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
ANNUAL INCENTIVE PLAN
The fiscal 2026 AIP provided a broad-based, cash incentive opportunity to approximately 4,700 employees, including our named executive officers. We have regularly provided an annual incentive opportunity to a broad group of employees to reinforce a sense of ownership across our Company and drive a pay-for-performance culture.
Each employee participating in the AIP has a target AIP annual incentive award opportunity, measured as a percentage of their Eligible Earnings earned in fiscal 2026. At the start of fiscal 2026, the Committee confirmed that the corresponding fiscal 2026 target AIP award opportunities for each named executive officer remained consistent with respective roles and responsibilities, internal equity, peer compensation, and market data.
At the start of fiscal 2026, the Committee determined to continue to utilize the same metrics for the fiscal 2026 AIP, but made changes to the weightings, maintaining Adjusted Operating Profit at 50%, reducing Adjusted Free Cash Flow to 20% from 25%, and proportionately increasing Adjusted Net Sales to 30%, and set objectives for fiscal 2026 performance under each metric. Results for Company performance under each metric are subject to adjustment for defined comparability items as described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.” Under the fiscal 2026 AIP, the total payout opportunity for participants continued to be capped at 200% of target.
Consistent with prior years, an individual performance modifier was also included in the fiscal 2026 AIP to ensure that the final incentive payouts accurately reflect each participant’s contributions. At the beginning of fiscal 2026, each named executive officer set individual performance goals with their manager and, for our CEO, with the Human Resources Committee and the Board, based on our corporate strategy and the annual operating plan. Goals were then cascaded throughout the Company to align our employees’ goals with our
CONAGRA BRANDS 2026 PROXY STATEMENT 45
corporate goals. Performance against these goals was assessed following the end of fiscal 2026 to determine the individual performance modifier for each plan participant, including our named executive officers.
Each NEO is assessed against these goals, taking into account factors such as individual accountability for achievement of strategic objectives, to determine the appropriate individual performance modifier for the fiscal year. In no event will the individual performance modifier cause any participant’s total payout opportunity to exceed the maximum payout of 200% of target.
Following the end of the fiscal year, the following formula was applied to determine the payout of awards under the 2026 Annual Incentive Plan:
| Eligible Earnings1 | | Target(% of Eligible Earnings) | | Company PerformanceAdjusted Operating Profit (50%)Adjusted Net Sales (30%)Adjusted Free Cash Flow (20%) | | Individual Performance Modifier | | Annual Incentive Award(0-200%) |
|---|---|---|---|---|---|---|---|---|
| X | X | X | = | |||||
| | | | | |||||
| (1) | Eligible Earnings is equivalent to annual base salary earned during the fiscal year and reflects any periods of unpaid leave or any base salary changes made during the fiscal year. |
For fiscal 2026, the Committee determined not to make any changes to the NEO’s, including Mr. Connolly’s, AIP award opportunity. The following table shows the target AIP opportunity, measured as a percentage of Eligible Earnings, set for the named executive officers by the Committee based on achievement of the Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow goals approved for the fiscal 2026 AIP. No portion of the incentive was guaranteed.
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| | | Threshold AIP Award | | Target AIP Award | | Maximum AIP Award |
| | | (as % of Eligible | | (as % of Eligible | | (as % of Eligible |
| Named Executive Officer | | Earnings) | | Earnings) | | Earnings) |
| Mr. Connolly | 45% | | 180% | | 360% | |
| Mr. Marberger | 25% | | 100% | | 200% | |
| Mr. McGough | 25% | | 100% | | 200% | |
| Ms. O'Mara | 23% | | 90% | | 180% | |
| Mr. Eboli | 23% | | 90% | | 180% | |
Fiscal 2026 Results
To incentivize management to make decisions that have positive long-term impacts and to prevent unusual gains and losses from having too great of an impact on plan payouts in any year, the Committee identified certain items to be excluded from the calculations of our incentive compensation performance metrics such as the impact of major business changes such as acquisitions, divestitures, and restructuring events to provide more consistent year-over-year comparison. The exclusion of these items may have a positive or negative impact on the calculation of our incentive compensation performance metrics. The use of adjustments to exclude items impacting comparability approved by the Committee applicable to the fiscal 2026 Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow metrics is described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.”
For fiscal 2026 AIP purposes, after application of the adjustments to exclude items impacting comparability, the Committee determined that Conagra Brands delivered fiscal 2026 Adjusted Operating Profit of $1,279 million, Adjusted Net Sales of $11,282 million, and Adjusted Free Cash Flow of $849 million. Formulaically, these results provided for a payout equal to 118.6% of target.
After reviewing the performance metrics and corresponding payout level, each year, the Committee considers whether any discretionary adjustments are warranted to the overall payout based on the quality of results achieved. Pursuant to its authority under the fiscal 2026 AIP, the Committee had the discretion to increase or decrease the pool funding level by up to 15%. Reflecting on the operational and strategic goals from the year and taking into consideration the recommendation of management, the Committee made a negative (7.6)% adjustment to the fiscal 2026 AIP payout level, resulting in an average payout of 111.0% of target.
CONAGRA BRANDS 2026 PROXY STATEMENT 46
The Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow goals and results for the fiscal 2026 AIP and the impact of the Committee’s negative adjustment were as follows:
*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.
Determination of Individual Named Executive Officer Awards
The Committee’s final step was to determine each named executive officer’s individual payout under the fiscal 2026 AIP. This process involved consideration of the individual’s target award, the Company’s performance against the performance goals, and each executive’s individual performance toward their individual goals and their individual and team contributions toward the Company’s achievement of the performance metrics.
Mr. Connolly’s input on the individual contributions of these leaders also assisted the Committee in determining individual named executive officer AIP payouts. The full Board’s performance evaluation of Mr. Connolly was used in determining his payout. Ultimately, the Committee decided that each named executive officer should be compensated under the fiscal 2026 AIP as detailed in the chart below. Individual payouts were based on the 111.0% program payout level calculated based on the financial metrics and their respective individual performance modifiers.
When determining the individual performance modifiers for FY26, the Committee recognized Mr. Marberger’s strong leadership of the finance organization, including driving significant free cash flow over-delivery and debt reduction well above plan. The Committee also recognized Mr. Eboli’s exceptional leadership in driving operational productivity, improving supply chain resiliency and service performance in a highly volatile operating environment, and assuming additional leadership responsibilities as Chief Transformation Officer for Project Catalyst. In recognition of these contributions, the Committee applied a 110% modifier to determine Messrs. Marberger’s and Eboli’s AIP payouts. For Messrs. Connolly and McGough and Ms. O’Mara, the Committee applied a 100% modifier based on their performance.
| · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | | Target AIP Award | | Performance Results | | Individual Modifier | | Actual AIP Payout |
| Named Executive Officer | | ($) | | (%) | | (%) | | ($) |
| Mr. Connolly | $2,547,000 | x | 111.0% | x | 100.0% | = | $2,827,170 | |
| Mr. Marberger | $859,808 | x | 111.0% | x | 110.0% | = | $1,049,825 | |
| Mr. McGough | $859,808 | x | 111.0% | x | 100.0% | = | $954,387 | |
| Ms. O'Mara | $593,221 | x | 111.0% | x | 100.0% | = | $658,476 | |
| Mr. Eboli | $603,606 | x | 111.0% | x | 110.0% | = | $737,003 | |
CONAGRA BRANDS 2026 PROXY STATEMENT 47
LONG-TERM INCENTIVE PLAN OVERVIEW
The Committee firmly believes in aligning the interests of our senior leaders with those of our shareholders. The significant extent to which equity is included in our named executive officers’ compensation opportunity evidences this belief.
For fiscal 2026, our annual LTI plan was intended to:
| ● | provide variable, competitive compensation based on long-term Company performance |
| ● | incent and reward leaders who have the greatest ability to drive long-term Company success |
| ● | reward participants for desired results that align with shareholder value creation |
The Committee annually establishes a target long-term incentive grant value for each named executive officer using a value-based approach. For our annual program in fiscal 2026, as in recent years, 60% of this total target value was delivered in the form of a Performance Shares, and 40% of this total target value was delivered in the form of RSUs.
Fiscal 2026 LTI Plan Target Opportunity Awards
For fiscal 2026, the Committee approved increases to the LTI target opportunity for certain NEOs based on a review of competitive market data, evolving roles and responsibilities, and individual performance, including increasing Mr. Connolly’s annual LTI target opportunity to $10.0 million from $9.4 million in the prior year. The Committee granted Mr. Eboli his standard at-target LTI opportunity for fiscal 2026, following an elevated fiscal 2025 award value at the top of his target range in recognition of his strong performance and critical contributions in fiscal 2024. Ms. O’Mara’s annual LTI target opportunity was increased to $1.8 million from $1.6 million, reflecting changes to the breadth, scope, and complexity of her role and responsibilities, internal equity, and benchmark data regarding opportunities for similarly situated executives in our peer group. The Committee maintained the target value for the other NEOs after considering relevant benchmark data, roles and responsibilities, and internal equity. All fiscal 2026 LTI plan grants were made on July 17, 2025.
| · · · · · · | ||||
|---|---|---|---|---|
| · · Fiscal 2026 | ||||
| · · Grant Value (1) · · RSUs · · Performance Shares | ||||
| Named Executive Officer · · ($) · · (#) · · (#) | ||||
| Mr. Connolly | $10,000,000 | 200,120 | | 300,180 |
| Mr. Marberger | $2,500,000 | 50,030 | | 75,045 |
| Mr. McGough | $2,500,000 | 50,030 | | 75,045 |
| Ms. O'Mara | $1,800,000 | 36,022 | | 54,032 |
| Mr. Eboli | $1,800,000 | 36,022 | | 54,032 |
| (1) | Reflects the approved grant value which is used to determine the number of shares to be granted by dividing the approved value by the average of the closing price of our common stock on the NYSE for the 10 trading days prior to the grant date. |
Each element of the LTI plan used in fiscal 2026 is discussed more fully below.
Long-Term Incentive Plan—RSUs
RSUs generally represent the right to receive a defined number of shares of our common stock after completing a period of service established at the grant date. The Committee utilizes RSUs to encourage long-term commitment to the Company.
In general, RSUs granted under the fiscal 2026 LTI plan vest ratably, one third on each anniversary of the date of grant for three years, subject to the executive’s continued employment. RSUs awarded under the fiscal 2026 LTI plan do not accrue dividend equivalents during the vesting period.
Long-Term Incentive Plan—Performance Shares
Performance Shares represent an opportunity to earn a defined number of shares of our common stock if we achieve pre-set performance goals over a performance measurement period. In general, the Performance Shares vest following completion of the third fiscal year after the grant and provide the named executive officer participating in the cycle the opportunity to earn a payout, in shares of common stock, from 0% to 200% of their respective target award. Dividend equivalents are paid in additional shares of common stock on the portion of Performance Shares actually earned accrued at our regular dividend rate during the performance period.
CONAGRA BRANDS 2026 PROXY STATEMENT 48
The three-year nature of the Performance Shares means that in any year, a named executive officer may have Performance Shares relating to up to three performance periods outstanding at any time. In fiscal 2026, for example, each named executive officer, except for Ms. O’Mara, who joined the leadership team in fiscal 2025, had outstanding fiscal 2024 to 2026 Performance Shares, fiscal 2025 to 2027 Performance Shares, and fiscal 2026 to 2028 Performance Shares.
Goal Setting for Performance Shares
The Committee’s approach to selecting and setting performance goals for each cycle of Performance Shares is thorough. Prior to the start of a performance period, the Committee discusses proposed plan design, taking into consideration the Company’s strategic plan. Then, shortly after the start of each performance period, the Committee approves the actual metric or metrics for the program and the specific financial hurdles that must be met for awards to be earned.
| | | |
|---|---|---|
| For each of the fiscal 2024–2026, fiscal 2025–2027, and fiscal 2026–2028 Performance Share cycles, the Committee utilized two metrics: Adjusted EPS (weighted at 70%) and Adjusted Net Sales (weighted at 30%) to align with the Company’s strategic plan. | |
The Committee’s preferred approach is for the performance goals in each grant to cover the full three years of the performance period. However, the Committee retains the discretion to use longer or shorter performance periods if doing so is appropriate considering relevant Company dynamics or macroeconomic conditions. For the fiscal 2024–2026 Performance Share cycle, the Committee utilized a year-over-year growth rate approach, setting annual goals for each of the three fiscal years based on prior-year performance. The chart below shows the formula applicable to determine the payout of shares under the fiscal 2024–2026 Performance Share cycle:
| Year 1 | | Adjusted EPS (70%) | + | Adjusted Net Sales (30%) | x | 1/3 | |
|---|---|---|---|---|---|---|---|
| | | | | | | + | |
| Year 2 | | Adjusted EPS (70%) | + | Adjusted Net Sales (30%) | x | 1/3 | = LTI Payout |
| | | | | | | + | |
| Year 3 | | Adjusted EPS (70%) | + | Adjusted Net Sales (30%) | x | 1/3 | |
For the fiscal 2025–2027 and fiscal 2026–2028 Performance Share cycles, based on shareholder feedback, the Committee utilized a cumulative three-year approach to goal setting using the same metrics and weightings as prior cycles. Additionally, the Committee introduced a relative TSR modifier to further align executive compensation with shareholder outcomes. At the end of the performance period, the payout may be increased or decreased by 10 percentage points based on the Company’s relative TSR performance versus our near-in peers. The chart below shows the formula applicable to determine the payout of shares under the fiscal 2025–2027 and fiscal 2026–2028 Performance Share cycles:
| | | | |||||
| 3 Year Period | | Adjusted EPS (70%) | + | Adjusted Net Sales (30%) | + | TSR Modifier (+/- 10%) | = LTI Payout |
|---|---|---|---|---|---|---|---|
The Committee believes effective goal setting is among the most important aspects of establishing the executive compensation program. As such, the Committee makes goal-setting decisions that it believes best maintain the alignment of the Company’s LTI plan with the Company’s external financial commitments to investors.
Fiscal 2024 to 2026 Performance Shares
Performance shares for the fiscal 2024 to 2026 cycle of the LTI plan were granted at the start of fiscal 2024. The Committee established targets using a year-over-year growth rate approach; the Committee established Adjusted EPS and Adjusted Net Sales targets for each of the three fiscal years based on prior-year performance. The Committee applied the same targets to the retention Performance Shares and the annual Performance Shares granted in fiscal 2024. Results for each metric were subject to adjustments
CONAGRA BRANDS 2026 PROXY STATEMENT 49
approved by the Committee, as described below under “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs.”
As set forth in the table below, our financial performance over the three-year performance period fiscal 2024 to 2026, as approved by the Committee, resulted in a funding level equal to 35.7% for the Performance Shares which were paid out, to the extent earned, plus accrued dividends on the earned shares, in shares of common stock in July 2026.
The table below provides the performance targets for threshold (25%), target (100%), and maximum (200%) payout, the performance and payout level achieved for each metric for each year of the fiscal 2024 to 2026 cycle, the aggregate payout level for each fiscal year and the aggregate payout level for the three-year performance period:
*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.
Fiscal 2025 to 2027 Performance Shares
Performance shares for the fiscal 2025 to 2027 cycle of the LTI plan were granted at the start of fiscal 2025. The Committee established targets using a cumulative three-year measurement approach. These Performance Shares are subject to a relative TSR versus our near-in peers, increasing or decreasing the payout opportunity by 10 percentage points, to enhance the alignment between executive compensation and long-term shareholder value creation. This modifier ensures that payouts under the Performance Shares not only reflect internal financial performance but are also adjusted based on how our stock performs relative to our near-in peers. The performance period for this cycle will conclude at the end of fiscal 2027 and the Performance Shares will pay out, to the extent earned,
CONAGRA BRANDS 2026 PROXY STATEMENT 50
in shares of common stock in July 2027. The table below provides the 3-year performance targets for threshold (25%), target (100%), and maximum (200%) payout for the fiscal 2025 to 2027 performance cycle:
*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.
The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2025 to 2027 cycle, based on target, the probable outcome of the performance conditions for such period, is included in the “Outstanding Equity Awards at Fiscal Year End – Fiscal 2026” table in this Proxy Statement.
Fiscal 2026 to 2028 Performance Shares
Performance shares for the fiscal 2026 to 2028 cycle of the LTI plan were granted at the start of fiscal 2026. The Committee established targets using a cumulative three-year measurement approach. These Performance Shares are subject to a relative TSR versus our near-in peers, increasing or decreasing the payout opportunity by 10 percentage points. The performance period for this cycle will conclude at the end of fiscal 2028 and the Performance Shares will pay out, to the extent earned, in shares of common stock in July 2028. The table below provides the 3-year performance targets for threshold (25%), target (100%), and maximum (200%) payout for the fiscal 2026 to 2028 performance cycle:
*Adjusted metric used for compensation purposes. See “Other Compensation Policies, Programs, and Practices—Use of Adjustments in Incentive Programs” in this Proxy Statement for information about how the Committee calculates these metrics.
The grant date fair value of all Performance Shares granted to the named executive officers under the fiscal 2026 to 2028 cycle, based on target, the probable outcome of the performance conditions for such period, is included in the “Outstanding Equity Awards at Fiscal Year End – Fiscal 2026” table in this Proxy Statement.
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