David Marberger

About David S. Marberger

Executive Vice President and Chief Financial Officer of Conagra Brands (CAG) since 2016, Marberger oversees Finance, Investor Relations, Information Technology, and M&A; he has prior public company CFO experience and 30+ years of finance leadership (proxy does not enumerate prior employers) . In FY2025, Conagra’s net sales were $11.6B and operating profit $1.4B with free cash flow of $1.3B, while the company reduced net debt; TSR (indexed $100) measured 78.60 at FY2025 year-end, reflecting recent share underperformance versus earlier years . YoY, reported net sales declined from $12.051B to $11.613B (≈-3.6%), and Adjusted Operating Profit declined from $1.923B to $1.636B (≈-14.9%), while Adjusted Free Cash Flow was $1.159B, all metrics used for incentive pay calibration .

Past Roles

Organization	Role	Years	Strategic Impact
Conagra Brands	EVP & CFO	2016–present	Leads Finance, IR, IT, and M&A; principal financial officer

External Roles

None disclosed in the proxy for Marberger (no public company directorships listed) .

Fixed Compensation

Metric	FY2023	FY2024	FY2025
Base Salary ($)	760,646	798,077	830,385
All Other Compensation ($)	137,866	155,174	171,014
AIP Target as % of Eligible Earnings	100%	100%	100%

Notes: FY2025 base salary rate set at $835,000 (+3.7% vs FY2024) .

Performance Compensation

Annual Incentive Plan (AIP) – Structure and FY2025 Outcomes (Company-level)

Metric (weight)	Target	Actual (Adj)	Payout Factor
Adjusted Operating Profit (50%)	$1,893M	$1,636M	33.4%
Adjusted Net Sales (25%)	$12,084M	$11,650M	54.6%
Adjusted Free Cash Flow (25%)	$1,001M	$1,159M	176.0%
Calculated Payout	—	—	74.3%

Marberger’s FY2025 AIP payout was $616,976 (company payout 74.3% and individual modifier 100%) .

Long-Term Incentives (LTI) – Design and Grants

Design: 60% Performance Shares (Adjusted EPS 70%, Adjusted Net Sales 30%; FY2025 grants include a ±10% relative TSR modifier vs near-in peer group), 40% RSUs; max 200% of target .
FY2025 LTI grants (grant date Jul 24, 2024): 34,257 RSUs (service-based), 51,386 Performance Shares (target); total target LTI value $2,500,000 .
Vesting: RSUs granted on/after Jul 19, 2023 vest ratably 1/3 per year over 3 years; earlier RSUs generally cliff vest at 3 years; retention RSUs (FY2024 grant) cliff vest at 3 years .
FY2023–FY2025 Performance Share cycle earned at 70.1% of target (company-wide) .

LTI Grants and Payouts (Marberger)

Item	Detail
FY2025 RSU grant	34,257 units (grant date 7/24/2024); fair value $932,133
FY2025 Performance Shares (target)	51,386 units (grant date 7/24/2024); fair value $1,534,386
FY2024 Retention Grant (context)	$2.5M total; 60% PS (FY2024–FY2026) tied to EPS/Net Sales; 40% RSUs cliff vest at 3 years (grant date 7/19/2023)
FY2023–FY2025 PS payout	70.1% of target (company cycle result)

Equity Ownership & Alignment

Beneficial Ownership and Guidelines

Item	Value
Shares owned (7/23/2025)	293,041
Right to acquire within 60 days (options/RSUs)	80,667
Ownership as % of outstanding	~0.06% (293,041 / 478,693,731)
Stock ownership guideline	4x salary; Marberger actual ~10x as of 7/23/2025
Pledging / Hedging	Prohibited for directors and senior executives

Outstanding Awards at FY2025 Year-End (selected)

Award Type	Grant Date	Unvested/Unearned (#)	Market Value ($)
RSUs (annual)	7/20/2022	46,251	1,036,022
RSUs (annual)	7/19/2023	20,211	452,726
RSUs (retention)	7/19/2023	30,316	679,078
RSUs (annual)	7/24/2024	34,257	767,357
Performance Shares (FY2023–FY2025)	N/A	49,545 (target)	1,109,805
Performance Shares (FY2024–FY2026)	N/A	49,545 (target)	1,109,805
Performance Shares (FY2025–FY2027)	N/A	53,348 (target)	1,195,003
Stock Options (exercisable)	9/1/2016	69,248 @ $34.26, exp. 8/31/2026	—

Notes: Market values use $22.40 (closing price on last FY trading day) . RSU vesting terms as noted above . Dividend equivalents accrue on earned Performance Shares .

Nonqualified Deferred Compensation

Item	Exec Contributions (FY2025)	Company Contributions (FY2025)	Earnings (FY2025)	Balance at FY-End
Voluntary Deferred Comp Plan	$65,576	$134,116	$58,629	$2,358,378

Employment Terms

Severance Plan: For NEOs other than CEO, guideline is 52 weeks’ salary continuation plus one additional week per year of service; AIP prorated based on actual results; equity generally vests pro rata or continues per award terms; medical benefits per plan .
Change-of-Control (CoC): Double-trigger equity vesting is generally required; program covers senior executives; CoC defined via board/ownership/control transactions; no excise tax gross-ups since FY2012 .
Clawback: Policy refreshed in FY2024 to mandate recoupment upon restatements and allow discretionary recoupment in specified circumstances .

Quantified Termination/CoC Economics (Marberger)

Scenario (as of FY2025)	Severance/Salary ($)	AIP ($)	RSUs ($)	PS ($)	Benefits/Other ($)	Total ($)
Involuntary without Cause	963,462	616,976	2,674,954	2,251,581	27,543	6,534,516
CoC + Involuntary w/o Cause or Good Reason	1,670,000 (lump sum salary)	2,106,684	2,935,184	5,555,805	217,332	12,490,005

Notes: Composition of “Benefits/Other” includes benefits continuation, outplacement, and qualified/nonqualified plan amounts per table .

Performance & Track Record

Indicator	FY2023	FY2024	FY2025
Conagra TSR (value of $100)	110.86	100.95	78.60
Adjusted EPS ($)	2.77 (for FY21–23 PSP)	2.67 (for FY22–24 PSP)	2.02 (for FY23–25 PSP)
Net Sales ($B, reported)	12.277	12.051	11.613
Adjusted Operating Profit ($B)	1.917	1.923	1.636
Free Cash Flow (Adj) ($B)	—	—	1.159

AIP payouts tied to FY2025 company performance paid at 74.3% of target; FY2023–FY2025 performance shares earned at 70.1% of target, evidencing pay-for-performance linkage .

Say‑on‑Pay & Shareholder Feedback

2024 Say‑on‑Pay received ~45% support; in response, Conagra retained Free Cash Flow in AIP, moved PS goal-setting to a 3-year cumulative basis, added a relative TSR payout modifier, and reaffirmed no repeat of special grants (including no additional special CEO grants) .
FY2025 AIP and PS outcomes (below target) reflected alignment with achieved results and shareholder experience .

Compensation Peer Group (used for FY2025 decisions)

Campbell Soup; Church & Dwight; Clorox; Colgate-Palmolive; General Mills; Hershey; Hormel; J.M. Smucker; Kellanova; Keurig Dr Pepper; Kimberly-Clark; Kraft Heinz; McCormick; Mondelēz; Newell Brands; Post Holdings .

Compensation Structure Analysis

Cash vs equity mix: Significant equity emphasis; for NEOs other than CEO, ~80% of target compensation opportunity is performance-based in FY2025 .
Shift toward RSUs vs options: No new options since 2016; RSUs and PS dominate LTI; RSUs since 7/19/2023 vest ratably (releases create periodic, not cliff, supply), except specified retention RSUs which cliff vest (e.g., Marberger’s FY2024 retention RSUs vest 3 years from grant) .
Metric rigor and alignment: AIP emphasizes Adjusted Operating Profit, Net Sales, and Free Cash Flow; PS emphasizes Adjusted EPS and Net Sales with a relative TSR modifier; Clawback in place; pledging/hedging prohibited; double-trigger CoC vesting .

Risk Indicators & Red Flags

Special awards: FY2024 one-time retention grant to CFO (mix of PS and cliff RSUs) to mitigate retention risk; committee later reaffirmed intent to avoid similar special grants going forward (CEO) and improved disclosures; governance mitigants include clawback and double-trigger CoC vesting .
No option repricing/backdating without shareholder approval; no excise tax gross-up since FY2012 .

Employment Terms – Additional Notes

Retirement eligibility considerations and prorated vesting schedules apply under award agreements; award continuation rules for death/disability outlined in proxy tables .

Investment Implications

Alignment: Marberger holds ~293K shares with total ownership ~10x salary vs a 4x guideline, indicating high alignment; pledging/hedging prohibited; significant unvested PS exposure further links value to multi-year EPS/Net Sales and relative TSR .
Retention and supply dynamics: FY2024 retention RSUs cliff vest on/around July 2026 (3 years from 7/19/2023), a potential localized supply event; ongoing annual RSUs vest ratably, smoothing selling pressure; options outstanding are limited (69,248) and fully vested by 2026 .
Pay-for-performance signaling: FY2025 AIP and PS payouts below target (74.3% and 70.1%) align with softer sales/operating profit and weaker TSR, reducing risk of misaligned payouts; FCF emphasis supports deleveraging and shareholder returns .
Governance: No tax gross-ups, double-trigger CoC, refreshed clawback, and external consultant (FW Cook) oversight support shareholder-friendly practices; 2024 Say‑on‑Pay feedback prompted concrete design changes, lowering future pay controversy risk .