Carey Bartell

About Carey Bartell

Carey L. Bartell is Executive Vice President, General Counsel and Corporate Secretary of Conagra Brands (CAG). She joined Conagra in 2016 and was appointed to her current role effective June 6, 2022; she is 51 years old as of July 10, 2025 . She earned a J.D. with honors from the University of Chicago Law School and a B.A. with high honors from Wesleyan University . Company performance context during her tenure includes FY25 net sales of ~$11.6B, operating profit of ~$1.4B, free cash flow of ~$1.3B, and net cash from operations of ~$1.7B, with a focus on debt reduction and portfolio shaping; Conagra also added a relative TSR modifier to performance shares beginning FY25 to further align pay with shareholder returns .

Past Roles

Organization	Role	Years	Strategic Impact
Conagra Brands	VP & Chief Counsel – Litigation and Compliance	2016–2022	Led litigation and compliance programs; prepared to assume GC/Corporate Secretary role
Hospira, Inc.	Senior Counsel; then Vice President, Legal	2008–2016	Oversaw litigation, labor, employment and immigration law; advised senior management and the board on legal and business risks
Sachnoff & Weaver / Reed Smith LLP	Associate → Partner	1998–2008	Litigation and labor & employment law; progressed through merger into Reed Smith

External Roles

No public company directorships disclosed in Conagra filings or company biography .

Fixed Compensation

Bartell was not a Named Executive Officer (NEO) in FY2025, so her individual base salary and bonus are not disclosed. Conagra’s FY2025 Annual Incentive Plan (AIP) for executives was formulaic and performance-based with a company-wide payout at 74.3% of target.

FY2025 AIP Metric (Weight)	Target ($mm)	Actual for AIP ($mm)	Payout (% of target)
Adjusted Operating Profit (50%)	$1,893	$1,636	33.4%
Adjusted Net Sales (25%)	$12,084	$11,650	54.6%
Adjusted Free Cash Flow (25%)	$1,001	$1,159	176.0%
Calculated AIP Payout			74.3%

Notes: Metrics are adjusted for comparability per Compensation Discussion & Analysis; executive payouts are subject to individual modifiers but capped at 200% .

Performance Compensation

Conagra’s long-term incentive (LTI) design for executives emphasizes multi-year equity with performance and retention features. While Bartell’s individual LTI is not disclosed, the program parameters and outcomes (applicable to executives) were:

Structure and weights:
- Performance Shares (60% of LTI): 3-year performance; metrics are Adjusted EPS (70%) and Adjusted Net Sales (30%); starting FY25, a relative TSR modifier of ±10% vs near-in peers was added; payout range 0–200% .
- RSUs (40% of LTI): service-based; vest ratably 1/3 each year over 3 years (grants on/after July 19, 2023) .

LTI Component	Metric/Design	Weight	Measurement Window	Vesting
Performance Shares	Adjusted EPS (70%); Adjusted Net Sales (30%); TSR modifier ±10% vs peers	60%	3-year cumulative (from FY25 grants)	After 3 years, 0–200% payout plus dividend equivalents
RSUs	Time-vested	40%	N/A	33% per year over 3 years (service-based)

Most recent completed performance cycle payout (applies to executives): FY2023–FY2025 Performance Shares paid at 70.1% of target .

Equity Ownership & Alignment

Stock ownership guidelines: In place for directors, CEO, and senior executives; executives below guideline must retain 75% of net shares from equity awards until compliant .
Anti-pledging/hedging: Directors and executive officers (including senior executives) are prohibited from pledging, short sales, or hedging transactions in Company stock .
Clawbacks: Updated in FY2024 to include mandatory recoupment for restatements (NYSE Rule 303A.14) and supplemental discretionary recoupment for significant financial or reputational harm due to misconduct, covering cash and equity .
Section 16 reporting: Conagra noted an administrative Form 4 filing was late in 2022 for multiple insiders including Carey Bartell; otherwise, the company states timely filings in FY2023 .
Beneficial ownership: The FY2025 proxy lists beneficial ownership for certain named executives and all directors and executive officers as a group but does not break out Bartell individually; no pledging is permitted under policy .

Employment Terms

Topic	Company Disclosure	Relevance to Bartell
Appointment	Appointed EVP, General Counsel & Corporate Secretary effective June 6, 2022	Establishes current role and tenure
Severance Plan	Broad severance plan potentially applicable to all salaried employees; benefits are discretionary and may be aligned with plan guidelines	As an executive officer, she is a salaried employee; specific terms for Bartell are not disclosed
Change-of-Control (CoC)	CoC program terms disclosed for NEOs: double-trigger; CEO 3x salary and AIP; other NEOs 2x salary and AIP; equity vesting and benefits continuation as outlined	Coverage for Bartell is not specified in the proxy; only NEOs are explicitly disclosed
Anti-hedging/pledging	Prohibited for directors and executive officers	Applies to Bartell as an executive officer
Deferred Compensation	Voluntary deferred compensation plan exists for eligible executives; company provides match/non-elective contributions above IRS limits	Participation for Bartell is not disclosed

Performance & Track Record (select indicators)

Corporate performance under executive leadership in FY25: net cash from operating activities $1,692 million; free cash flow $1,303 million; achieved $1 billion efficiency target; reduced net debt by $364 million and paid $669 million in dividends; active portfolio reshaping (ATFL divestiture; FATTY Smoked Meat Sticks acquisition; early FY26 brand divestitures) .
Compensation alignment enhancements in FY25 following shareholder feedback: retained free cash flow in AIP, shifted PSUs to 3-year cumulative goals, and added relative TSR modifier; reaffirmed no additional special grants to CEO beyond regular LTIs .

Governance Notes (role of Corporate Secretary/GC)

Bartell regularly signs the company’s SEC current reports, including Item 5.07 results and changes (e.g., Annual Meeting voting results and an amended 8‑K correcting the Say‑on‑Pay description), reflecting direct accountability for disclosure controls .
- 8‑K (Sept 22, 2025) originally stated Say‑on‑Pay was not approved despite “For” votes exceeding “Against”; 8‑K/A (Sept 23, 2025) corrected the narrative to show approval, demonstrating process discipline in disclosures .

Investment Implications

Alignment and downside protection: Strong anti-pledging/hedging, enhanced clawbacks, and rigorous multi-year LTI structure with TSR linkage support investor-aligned behavior for senior executives, including the GC .
Retention risk appears modest: Long tenure at Conagra (since 2016) and senior leadership appointment in 2022, combined with ongoing equity-based incentives and stock ownership expectations, suggest continuity in the legal function .
Trading signals: No individual insider ownership or recent transaction details for Bartell are disclosed in the proxy; however, company policy prohibits pledging and hedging, and requires significant stock retention until ownership guidelines are met, limiting potential near-term insider selling pressure from senior executives .

Disclosure limits: Carey Bartell was not a Named Executive Officer in FY2025; therefore individual pay amounts, equity grants, and ownership detail were not itemized in the proxy. Above analyses rely on company-wide executive compensation policies and outcomes as disclosed.

References

Executive officer listing and age: Conagra FY2025 10-K (July 10, 2025)
Company performance metrics and compensation outcomes: Conagra FY2025 Proxy (Aug 6, 2025)
Stock ownership, anti-pledging/hedging, clawbacks: Conagra FY2025 Proxy (Aug 6, 2025)
Appointment and biography: Conagra press release and leadership page
Section 16 filing note: Conagra FY2023 Proxy (Aug 4, 2023)
8‑K and 8‑K/A Annual Meeting results (signed by Bartell): Sept 22–23, 2025