Melissa Napier

About Melissa Napier

Melissa C. Napier is Senior Vice President, Corporate Controller (principal accounting officer) at Conagra Brands, appointed effective October 17, 2025; she reports to EVP & CFO David Marberger and is age 55 . She joined Conagra as Head of Investor Relations in April 2022 and served as CFO of the Grocery & Snacks segment in January 2025; previously SVP, Treasurer & Investor Relations at US Foods (2016–Apr 2022), with ~25 years of finance roles at Sara Lee, Hillshire Brands, and Tyson; she began in public accounting including two years at Deloitte; she is a CPA with an MBA (University of Notre Dame) and BS in Accounting (Wilkes University) . Company performance context: FY2025 AIP paid 74.3% of target on metrics (Adjusted Operating Profit, Adjusted Net Sales, Adjusted Free Cash Flow), and FY2023–2025 PSUs paid 70.1% of target; management highlighted $1.303B free cash flow and $364M net debt reduction in FY2025 .

Past Roles

Fixed Compensation

• The HR Committee determined Ms. Napier’s annual base salary, target annual incentive opportunity, and target long‑term incentive opportunity for FY2026 consistent with determinations for executive officers as described in CAG’s 2025 proxy; specific dollar amounts were not disclosed in the 8‑K .

Performance Compensation

Conagra’s executive incentive design (which the HR Committee indicated applies to executives like Ms. Napier) emphasizes cash flow and profit in AIP and multi‑year financials with a TSR modifier in LTI .

• Annual Incentive Plan (AIP) design (FY2025 reference):

  • Metrics and weights: Adjusted Operating Profit (50%), Adjusted Net Sales (25%), Adjusted Free Cash Flow (25%) .
  • Company results and payout (FY2025): AOP $1,636M (33.4% of component), Net Sales $11,650M (54.6%), FCF $1,159M (176.0%); total payout 74.3% of target .

• Long‑Term Incentive (LTI) design (FY2025 grants):

  • Mix: 60% Performance Shares (PSUs), 40% time‑based RSUs; 3‑year vesting/performance period .
  • PSU metrics: Adjusted EPS (70%) and Adjusted Net Sales (30%), with a ±10 percentage‑point relative TSR modifier vs near‑in peers (GIS, SJM, KHC, CPB, K) .
  • Options: Eliminated from executive program since 2016 .

Notes: Adjusted metrics are defined for compensation purposes in the proxy (with comparability adjustments) .

Equity Ownership & Alignment

• Ownership as % of shares outstanding: 13,011 shares ≈ 0.003% of 478,693,731 shares outstanding as of July 23, 2025 .
• Alignment policies:
  • Stock ownership guidelines apply to senior executives; if below requirement, executives must hold 75% of net shares from equity vests until compliant .
  • Pledging/hedging prohibited for directors and executive officers, including trading in derivatives on CAG securities .
  • Clawback policies: Mandatory recoupment for restatements (NYSE rules) and supplemental discretionary recoupment for significant financial/reputational harm due to fraudulent/dishonest/willful/reckless actions; applies to cash and equity compensation .

Employment Terms

Compensation Committee Analysis (program context)

• Independent consultant: FW Cook; no other services; independence assessed; no conflict identified .
• Compensation peer group (FY2025): 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 (Estée Lauder removed) .
• Risk mitigations: No pledging/hedging; double‑trigger CoC; no option repricing; no excessive perqs; clawbacks; independent consultant; variable pay emphasis .

Say‑on‑Pay & Shareholder Feedback (governance signal)

• 2024 Say‑on‑Pay received ~45% support; HR Committee engaged shareholders and redesigned FY2025 plans (added relative TSR modifier to PSUs, moved to 3‑year cumulative PSU goals, retained Free Cash Flow in AIP) and reaffirmed no special CEO grants going forward .

Track Record, Value Creation, and Execution Risk

• Finance leadership progression at Conagra (IR → segment CFO → principal accounting officer) signals strong internal succession and controls focus .
• Company performance in FY2025 emphasized cash generation and deleveraging ($1.303B FCF; $364M net debt reduction), supportive of AIP FCF inclusion and potential bonus funding resilience across cycles .
• No related‑party transactions in FY2025; robust committee oversight and risk controls reduce governance risk .

Vesting Schedules and Insider Selling Pressure

• Near‑term vest dates: 7/19/2026 (2,388 RSUs), 7/24/2026 (≈2,698 RSUs), 7/24/2027 (≈2,698 RSUs), 7/17/2026 (≈3,900 RSUs), 7/17/2027 (≈3,900 RSUs), 7/17/2028 (≈4,020 RSUs) based on tranches above; potential selling windows around July settlements each year .
• Countervailing constraints: executive ownership guidelines (75% net share retention if below guideline) and anti‑pledging/hedging policies likely reduce immediate sell pressure and leverage risk .

Investment Implications

• Alignment: Program emphasizes FCF, profit, and 3‑year EPS/sales with TSR modifier; anti‑hedging/pledging and clawbacks strengthen alignment; Napier’s Controller role adds rigor to reporting and controls .
• Selling pressure: Multiple RSU vests clustered in mid‑July 2026–2028 could create modest, periodic insider supply, mitigated by net‑share retention requirements if she is still below ownership guidelines .
• Retention risk: Multi‑year RSU/PSU cadence supports retention; broad Severance Plan and established CoC frameworks stabilize leadership, though Napier‑specific CoC terms are not disclosed .
• Governance watchpoints: 2024 say‑on‑pay under‑support (45%) prompted responsive plan changes; ongoing shareholder sensitivity around special awards suggests continued emphasis on pay‑for‑performance discipline .