Exhibit 97.1

GENERAL MILLS, INC.

MANDATORY EXECUTIVE COMPENSATION CLAWBACK POLICY

Effective December 1, 2023

Policy

The Board of Directors (the “Board”) of General Mills, Inc. (the “Company”) has adopted this Mandatory Executive

Compensation Clawback Policy (this “Policy”) pursuant to Rule 10D -1 of the Securities and Exchange Act of 1934, as amended (the

“Exchange Act”), the Securities and Exchange Commission regulations promulgated thereunder, and applicable New York Stock

Exchange (“NYSE”) listing standards. This Policy, together with the Company’s Voluntary Executive Compensation Clawback

Policy, shall constitute the Company’s “Executive Compensation Clawback Policy.”

Administration

This Policy will be administered by the Compensation and Talent Committee of the Board (the “Committee”). Any

determinations made by the Committee will be final and binding on all affected individuals.

Definitions

“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any

financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in

previously issued financial statements that (i) is material to the previously issued financial statements (commonly referred to as a “Big

R” restatement), or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in

the current period (commonly referred to as a “little r” restatement). 

“Covered Executive” means each of the Company’s current and former Section 16 Officers.

“Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting

Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback

Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on

the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total

shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly

from the information in an Accounting Restatement: (i) the amount must be based on a reasonable estimate of the effect of the

Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received,

and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation

to NYSE.

“Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting

principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures.

Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented

within the financial statements or included in a filing with the SEC.

“Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the

attainment of a Financial Reporting Measure. 

“Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any

transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following

those three completed fiscal years. 

A “Recoupment Event” occurs when the Company is required to prepare an Accounting Restatement. 

“Required Restatement Date” means the earlier to occur of: (i) the date the Company’s Board, a committee of the Board, or

the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have

concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally

authorized body directs the Company to prepare an Accounting Restatement. 

“Section 16 Officer” is defined as a “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act.

Amount Subject to Recovery

The Incentive-Based Compensation that is subject to potential recovery under this Policy includes such compensation that is

received by a Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded

or granted prior to this date), (ii) after the individual became a Covered Executive , (iii) if the individual served as a Section 16 Officer

during the performance period for such Incentive-Based Compensation and (iv) while the Company has a class of securities listed on a

national securities exchange or national securities association. 

The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is

the Erroneously Awarded Compensation, which amount shall be determined by the Committee. 

For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during

which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant

of the Incentive-Based Compensation occurs after the end of that period.

Recovery of Erroneously Awarded Compensation

Promptly following a Recoupment Event, the Chief Human Resources Officer (CHRO) shall oversee (i) a calculation of the

applicable amount of Erroneously Awarded Compensation (as defined above) for each Covered Executive; and (ii) the preparation of

a report for the Committee showing the calculation of the Erroneously Awarded Compensation for each Covered Executive along with

any applicable Limited Exemptions. The Committee will review the report and determine the amount of Erroneously Awarded

Compensation for each Covered Executive. The Company will provide each such Covered Executive with a written notice of such

amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or

return such Erroneously Awarded Compensation to the Company. 

If such repayment or return is not made within 60 days, the Company shall recover Erroneously Awarded Compensation in a

reasonable and prompt manner using any lawful method determined by the Committee. 

Limited Exceptions

Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that

recovery would be impracticable and one of the following conditions is met:

●

the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered,

provided the Company has first made a reasonable effort to recover the Erroneously Awarded Compensation; or

●

the recovery would likely cause a U.S. tax-qualified retirement plan to fail to meet the requirements of Internal Revenue

Code Sections 401(a)(13) and 411(a) and the regulations thereunder.

Reliance on any of the above exemptions will further comply with applicable listing standards, including without limitation,

documenting the reason for the impracticability and providing required documentation to NYSE.

No Insurance or Indemnification

Neither the Company nor any of its direct or indirect subsidiaries, will indemnify any Covered Executive against the loss of

any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of

Erroneously Awarded Compensation under this Policy, nor will the Company or any of its direct or indirect subsidiaries pay or

reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect

against the forfeiture or recovery of any compensation pursuant to this Policy.

Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or

advisable for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the

requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities

exchange or national securities association on which the Company’s securities are listed. In the event that this Policy does not meet the

requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national

securities association on which the Company’s securities are listed, this Policy shall be deemed to be amended to meet such

requirements.

Indemnification of Policy Administrators

Any members of the Committee who participate in the administration of this Policy shall not be personally liable for any

action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest

extent permitted under applicable law and Company policy with respect to any such action, determination or interpretation. The

foregoing shall not limit any other rights to indemnification of the members of the Committee under applicable law or Company

policy.

Amendment; Termination

The Committee may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply with the

regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association

on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything herein

to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the

Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities

association on which the Company’s securities are listed.

Other Recoupment Rights

Any right of recoupment under this Policy is in addition to, and not in lieu of (i) any other remedies or rights of recoupment that may

be available to the Company pursuant to the terms of any similar provision in any employment agreement or any other compensatory

plan or agreement, (ii) any recoupment that may be due under the Company’s Voluntary Executive Compensation Clawback Policy,

and (iii) any other legal remedies available to the Company. To the extent that application of this Policy would provide for recovery of

Erroneously Awarded Compensation that the Company recovers pursuant to another policy or provision, the amount that is recovered

will be credited to the required recovery under this Policy. This Policy shall not create or provide any rights to those subject to it or

any third parties.

Successors

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors,

administrators or other legal representatives. 

ACKNOWLEDGMENT TO

GENERAL MILLS, INC.

MANDATORY EXECUTIVE COMPENSATION CLAWBACK POLICY

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the

General Mills, Inc. (the “Company”) Mandatory Executive Compensation Clawback Policy (as it may be amended and in effect from

time to time, the “Policy”). 

By signing this Acknowledgement, the undersigned acknowledges and agrees that the undersigned is and will continue to be

subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with, and provision of services

to, the Company. 

In the event of any inconsistency between the Policy and the terms of any employment or other agreement to which the

undersigned is a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted,

awarded, earned or paid, the terms of the Policy shall govern. 

Further, by signing below, the undersigned acknowledges that the Company will not indemnify the undersigned against the

loss of an Erroneously Awarded Compensation (as defined in the Policy) and agrees to abide by the terms of the Policy, including,

without limitation, by forfeiting, returning and/or reimbursing any Erroneously Awarded Compensation (as defined in the Policy) to

the Company to the extent required by, and in a manner consistent with, the Policy. 

________________________________

Signature

________________________________

Printed Name

_________________________________

Date