XML 135 R2.htm IDEA: XBRL DOCUMENT v3.23.2
Pay vs Performance Disclosure
12 Months Ended
May 28, 2023
USD ($)
May 29, 2022
USD ($)
May 30, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” and certain financial performance of the Company. The Committee does not utilize compensation actually paid as the basis for making compensation decisions. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”
Fiscal
Year
Summary
Compensation
Table Total for

PEO(1)
($)
Compensation
Actually Paid
to PEO
(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(3)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(4)
($)
Value of Initial Fixed $100
Investment Based On:
Net
Income
($ in
millions)
Company
Selected
Measure:
Adj. EPS
Growth
Rate
(5)
(%)
Total Shareholder
Return (TSR),
Conagra

($)
TSR (S&P 500
Packaged
Foods Index)

($)
2023 18,720,100 34,136,713 4,441,115 7,374,702 109.00 98.54 683.2 17.4
2022 11,947,054 (3,340,307) 3,114,508 97,264 90.24 104.74 888.2 (10.6)
2021 11,770,023 24,533,340 3,160,545 5,570,560 112.72 118.79 1,300.9 15.2
The PEO and NEOs included in the above compensation columns reflect the following:
Fiscal Year
PEO
NEOs
2023 Sean Connolly Dave Marberger, Tom McGough, Darren Serrao, Charisse Brock
2022 Sean Connolly Dave Marberger, Tom McGough, Darren Serrao, Alexandre Eboli
2021 Sean Connolly Dave Marberger, Tom McGough, Darren Serrao, Colleen Batcheler
(1)
The amounts reported in this column reflect the total compensation reported for Conagra Brands’ principal executive officer (PEO), Mr. Connolly, for each corresponding year in the “Total” column of the Summary Compensation Table (Total compensation). Refer to the “Compensation of Executive Officers—Summary Compensation Table.”
(2)
The amounts reported in this column represent the compensation actually paid (or CAP) to Mr. Connolly in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned or paid to Mr. Connolly during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments shown in footnote 4 below were made to Mr. Connolly’s Total compensation for each year to determine the CAP.
(3)
The amounts reported in this column reflect the average Total compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Compensation of Executive Officers—Summary Compensation Table.”
(4)
The amounts reported in this column represent the average of CAP for the non-PEO NEOs in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned or paid to such non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the below adjustments were made to the average Total compensation for the non-PEO NEOs for each year to determine the CAP. Additionally, for 2021, the amounts for non-PEO NEOs reflect a deduction of $7,402 for the change in actuarial present value of actuarial pension plans from the Total compensation and no amount was added for the actuarially determined service cost for services rendered by the applicable non-PEO NEO during 2021 as defined in FASB ASC Topic 715 because the applicable plan is frozen.
Fiscal Year
Reported Summary
Compensation Table Total
for PEO

($)
Reported Value of Stock
Awards for PEO
(a)
($)
Equity Award
Adjustments for PEO
(b)
($)
Compensation Actually
Paid to PEO

($)
2023 18,720,100 (14,444,447) 29,861,060 34,136,713
2022 11,947,054 (7,976,396) (7,310,965) (3,340,307)
2021 11,770,023 (7,722,276) 20,485,593 24,533,340
Fiscal Year
Reported Average
Summary Compensation
Table Total for Non-PEO
NEOs
(3)
($)
Reported Average Value of
Stock Awards for Non-PEO
NEOs
(a)
($)
Average Equity
Award Adjustments
for Non-PEO NEOs
(b)
($)
Compensation Actually
Paid to Non-PEO NEOs
(4)
($)
2023 4,441,115 (2,994,018) 5,927,605 7,374,702
2022 3,114,508 (1,641,750) (1,375,495) 97,264
2021 3,160,545 (1,594,274) 4,004,289 5,570,560
(a)
The reported value of equity awards represents the grant date fair value of equity awards as reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The Company has not granted option awards since 2016.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction) of the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For awards granted in prior years that vest in the applicable year, the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) is included. The dollar value of any dividends paid on stock awards in the applicable year of the vesting date that are not otherwise reflected in the fair value or included in any other component of total compensation for the applicable year is included. These adjustments are:
Equity Award Adjustments for PEO:
Fiscal
Year
+ Year End
Fair Value of
Equity
Awards
Granted in
the Year

($)
+/- Year Over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards

($)
+ Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year

($)
+/- Year Over Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years that
Vested in
the Year

($)
- Fair Value at the
End of Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year

($)
+ Value of Dividends
or Other Earnings
Paid on Stock or
Option Awards Not
Otherwise
Reflected in Fair
Value or Total
Compensation

($)
Total Equity
Award
Adjustments
for the PEO

($)
2023 18,175,106 11,572,195 0 113,759 0 0 29,861,060
2022 7,964,984 (15,178,481) 0 (902,309) 0 804,841 (7,310,965)
2021 10,143,368 8,725,831 0 716,484 0 899,909 20,485,593
Average Equity Award Adjustments for Non-PEO NEOs:
Fiscal
Year
+ Year End
Fair Value of
Equity Awards
Granted in
the Year

($)
+/- Year Over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards

($)
+ Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year

($)
+/- Year Over
Year Change
in Fair
Value of Equity
Awards
Granted in
Prior Years that
Vested in
the Year

($)
- Fair Value at the
End of Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year

($)
+ Value of Dividends
or Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Reflected in Fair
Value or Total
Compensation

($)
Total Average
Equity Award
Adjustments
for the Non-
PEO NEOs

($)
2023 3,767,302 2,152,983 0 7,320 0 0 5,927,605
2022 1,611,869 (2,968,240) 0 (176,982) 0 157,858 (1,375,495)
2021 2,094,110 1,547,880 0 162,958 0 199,340 4,004,289
(5)
Adjusted EPS Growth Rate, our Company-Selected Measure, is calculated as described in the “Compensation Discussion and Analysis” above.
   
Company Selected Measure Name Adj. EPS Growth    
Named Executive Officers, Footnote
The PEO and NEOs included in the above compensation columns reflect the following:
Fiscal Year
PEO
NEOs
2023 Sean Connolly Dave Marberger, Tom McGough, Darren Serrao, Charisse Brock
2022 Sean Connolly Dave Marberger, Tom McGough, Darren Serrao, Alexandre Eboli
2021 Sean Connolly Dave Marberger, Tom McGough, Darren Serrao, Colleen Batcheler
   
PEO Total Compensation Amount $ 18,720,100 $ 11,947,054 $ 11,770,023
PEO Actually Paid Compensation Amount $ 34,136,713 (3,340,307) 24,533,340
Adjustment To PEO Compensation, Footnote
Fiscal Year
Reported Summary
Compensation Table Total
for PEO

($)
Reported Value of Stock
Awards for PEO
(a)
($)
Equity Award
Adjustments for PEO
(b)
($)
Compensation Actually
Paid to PEO

($)
2023 18,720,100 (14,444,447) 29,861,060 34,136,713
2022 11,947,054 (7,976,396) (7,310,965) (3,340,307)
2021 11,770,023 (7,722,276) 20,485,593 24,533,340
(a)
The reported value of equity awards represents the grant date fair value of equity awards as reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The Company has not granted option awards since 2016.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction) of the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For awards granted in prior years that vest in the applicable year, the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) is included. The dollar value of any dividends paid on stock awards in the applicable year of the vesting date that are not otherwise reflected in the fair value or included in any other component of total compensation for the applicable year is included. These adjustments are:
Equity Award Adjustments for PEO:
Fiscal
Year
+ Year End
Fair Value of
Equity
Awards
Granted in
the Year

($)
+/- Year Over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards

($)
+ Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year

($)
+/- Year Over Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years that
Vested in
the Year

($)
- Fair Value at the
End of Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year

($)
+ Value of Dividends
or Other Earnings
Paid on Stock or
Option Awards Not
Otherwise
Reflected in Fair
Value or Total
Compensation

($)
Total Equity
Award
Adjustments
for the PEO

($)
2023 18,175,106 11,572,195 0 113,759 0 0 29,861,060
2022 7,964,984 (15,178,481) 0 (902,309) 0 804,841 (7,310,965)
2021 10,143,368 8,725,831 0 716,484 0 899,909 20,485,593
   
Non-PEO NEO Average Total Compensation Amount $ 4,441,115 3,114,508 3,160,545
Non-PEO NEO Average Compensation Actually Paid Amount $ 7,374,702 97,264 5,570,560
Adjustment to Non-PEO NEO Compensation Footnote
Fiscal Year
Reported Average
Summary Compensation
Table Total for Non-PEO
NEOs
(3)
($)
Reported Average Value of
Stock Awards for Non-PEO
NEOs
(a)
($)
Average Equity
Award Adjustments
for Non-PEO NEOs
(b)
($)
Compensation Actually
Paid to Non-PEO NEOs
(4)
($)
2023 4,441,115 (2,994,018) 5,927,605 7,374,702
2022 3,114,508 (1,641,750) (1,375,495) 97,264
2021 3,160,545 (1,594,274) 4,004,289 5,570,560
(a)
The reported value of equity awards represents the grant date fair value of equity awards as reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The Company has not granted option awards since 2016.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction) of the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. For awards granted in prior years that vest in the applicable year, the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) is included. The dollar value of any dividends paid on stock awards in the applicable year of the vesting date that are not otherwise reflected in the fair value or included in any other component of total compensation for the applicable year is included.
Average Equity Award Adjustments for Non-PEO NEOs:
Fiscal
Year
+ Year End
Fair Value of
Equity Awards
Granted in
the Year

($)
+/- Year Over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards

($)
+ Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Year

($)
+/- Year Over
Year Change
in Fair
Value of Equity
Awards
Granted in
Prior Years that
Vested in
the Year

($)
- Fair Value at the
End of Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year

($)
+ Value of Dividends
or Other Earnings
Paid on Stock or
Option Awards
Not Otherwise
Reflected in Fair
Value or Total
Compensation

($)
Total Average
Equity Award
Adjustments
for the Non-
PEO NEOs

($)
2023 3,767,302 2,152,983 0 7,320 0 0 5,927,605
2022 1,611,869 (2,968,240) 0 (176,982) 0 157,858 (1,375,495)
2021 2,094,110 1,547,880 0 162,958 0 199,340 4,004,289
   
Compensation Actually Paid vs. Total Shareholder Return
COMPENSATION ACTUALLY PAID VS TSR
[MISSING IMAGE: bc_paidvstsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income
COMPENSATION ACTUALLY PAID VS NET INCOME
[MISSING IMAGE: bc_netincome-pn.jpg]
   
Compensation Actually Paid vs. Company Selected Measure
COMPENSATION ACTUALLY PAID VS ADJ. EPS Growth Rate1
[MISSING IMAGE: bc_paidvsadjdilustedeps-pn.jpg]
   
Tabular List, Table
TABULAR LIST
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects our pay-for-performance philosophy. The metrics that we use for our executive awards are selected based on an objective of incentivizing our NEOs to increase the value for our shareholders. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:
Financial Performance Measures
Adjusted EPS (growth)
Adjusted Net Sales (growth)
Adjusted Operating Income
   
Total Shareholder Return Amount $ 109 90.24 112.72
Peer Group Total Shareholder Return Amount 98.54 104.74 118.79
Net Income (Loss) $ 683,200,000 $ 888,200,000 $ 1,300,900,000
Company Selected Measure Amount 17.4 (10.6) 15.2
PEO Name Sean Connolly Sean Connolly Sean Connolly
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EPS (growth)    
Non-GAAP Measure Description
(5)
Adjusted EPS Growth Rate, our Company-Selected Measure, is calculated as described in the “Compensation Discussion and Analysis” above.
   
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted Net Sales (growth)    
Measure:: 3      
Pay vs Performance Disclosure      
Compensation Actually Paid vs. Other Measure
COMPENSATION ACTUALLY PAID VS ADJ. OPERATING INCOME1
[MISSING IMAGE: bc_paidvsnetincome-pn.jpg]
(1)
Adjusted EPS Growth Rate and Adjusted Operating Income are calculated as described in the “Compensation Discussion and Analysis” above.
   
Name Adjusted Operating Income    
Non-PEO NEO [Member]      
Pay vs Performance Disclosure      
Pension     $ 7,402
Non-PEO NEO [Member] | Stock Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (2,994,018) $ (1,641,750) (1,594,274)
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,927,605 (1,375,495) 4,004,289
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,767,302 1,611,869 2,094,110
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,152,983 (2,968,240) 1,547,880
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,320 (176,982) 162,958
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 157,858 199,340
PEO [Member] | Stock Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (14,444,447) (7,976,396) (7,722,276)
PEO [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 29,861,060 (7,310,965) 20,485,593
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 18,175,106 7,964,984 10,143,368
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 11,572,195 (15,178,481) 8,725,831
PEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 113,759 (902,309) 716,484
PEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 804,841 $ 899,909