Noelle O’Mara
CONAGRA BRANDSAbout Noelle O’Mara
Executive Vice President and President, New Platforms & Acquisitions at Conagra Brands since May 6, 2024; previously Group President and Chief Marketing Officer of Tyson Foods’ $10B Prepared Foods unit and senior brand leader at Kraft Foods. Age 46 (as of July 10, 2025); BBA, University of Wisconsin–Madison School of Business. 2025 incentive design tied to Adjusted Operating Profit, Adjusted Net Sales, and Adjusted Free Cash Flow delivered a 74.3% of-target AIP payout; long-term incentives use 70% Adjusted EPS and 30% Adjusted Net Sales with a ±10pp relative TSR modifier vs GIS, SJM, KHC, CPB, and Kellanova, measured on a 3-year cumulative basis .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tyson Foods | Group President & Chief Marketing Officer, Prepared Foods | 2019–2022 (Aug 2019–Nov 2022) | Led $10B Prepared Foods unit with 19,000+ employees; drove record growth; led enterprise innovation, brand building, insights/analytics, culinary, and R&D . |
| Kraft Foods Group | Senior brand and portfolio leadership | Over a decade (pre-2016) | Led various brands/portfolios; recognized for marketing and innovation impact . |
External Roles
- Not disclosed in the cited Conagra filings for O’Mara (no public company directorships noted) .
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Base salary rate | $600,000 . |
| Target AIP (as % of Eligible Earnings) | 90% . |
| Actual AIP paid (FY2025) | $401,220; program paid 74.3% of target; individual modifier 100% . |
| Sign-on cash | $150,000 (Bonus) . |
| All other compensation | $58,750 . |
| Total compensation | $5,683,271 . |
Performance Compensation
FY2025 Annual Incentive Plan (AIP)
| Metric | Weighting | FY2025 Company Result | Payout vs Target | Individual Modifier | Actual AIP Payout |
|---|---|---|---|---|---|
| Adjusted Operating Profit | Part of AIP mix | $1,636M | 74.3% program payout | 100% | $401,220 . |
| Adjusted Net Sales | Part of AIP mix | $11,650M | 74.3% program payout | 100% | $401,220 . |
| Adjusted Free Cash Flow | Part of AIP mix | $1,159M | 74.3% program payout | 100% | $401,220 . |
AIP opportunity levels: Threshold 23%, Target 90%, Maximum 180% of Eligible Earnings for O’Mara .
FY2025 Long-Term Incentive (granted July 24, 2024)
| Instrument | Grant date | Shares (#) | Grant date fair value ($) | Vesting schedule | Performance design |
|---|---|---|---|---|---|
| Performance Shares (FY25–FY27) | 7/24/2024 | 53,441 | $1,595,748 | Cliff after FY2027 (3-year performance period) | 70% Adjusted EPS, 30% Adjusted Net Sales; ±10pp relative TSR modifier vs GIS/SJM/KHC/CPB/Kellanova; 0–200% payout; 3-year cumulative goals . |
| RSU (annual LTI portion) | 7/24/2024 | 21,925 | $596,579 | Vests one-third annually over 3 years | Service-based . |
| RSU (sign-on, 2-year) | 7/24/2024 | 68,514 | Included in sign-on | Vests one-half on each anniversary (2 years) | Service-based sign-on . |
| RSU (sign-on, 3-year) | 7/24/2024 | 13,703 | Included in sign-on | Vests one-third annually over 3 years | Service-based sign-on . |
Additional LTI context:
- FY2025 LTI target opportunity for O’Mara: grant value $4,600,000, delivering 104,142 RSUs and 53,441 PSs; includes $3,000,000 sign-on awards ($2.0M RSUs vesting over 2 years; $0.4M RSUs vesting over 3 years; $0.6M Performance Shares) .
- Conagra eliminated stock option grants in 2016 (current programs are PS/RSU only) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines (as of July 23, 2025)
| Item | Value |
|---|---|
| Shares owned | 26 . |
| Right to acquire within 60 days (e.g., RSUs vesting on 7/24/2025) | 46,132 . |
| Ownership as % of outstanding | Less than 1% (company table) . |
| Shares outstanding reference | 478,693,731 (as of July 23, 2025) . |
| Stock ownership guideline (multiple of salary) | 3x . |
| Actual ownership (multiple of salary) | 5x (based on $19.63 share price on 7/23/2025) . |
| Pledging/hedging | Prohibited for directors and executive officers . |
| Clawback policy | NYSE-compliant mandatory clawback plus supplemental misconduct clawback (cash and equity) . |
Outstanding Equity at FY2025 Year-End (market value based on $22.40)
| Award | Shares/Units (#) | Market value ($) |
|---|---|---|
| RSUs not vested (annual/sign-on lines) | 21,925 | $491,120 . |
| RSUs not vested (sign-on) | 13,703 | $306,947 . |
| RSUs not vested (sign-on 2-year) | 68,514 | $1,534,714 . |
| Performance Shares – unearned (cycle 1) | 34,143 | $764,801 . |
| Performance Shares – unearned (cycle 2) | 21,339 | $477,992 . |
Vesting mechanics:
- RSUs granted on/after July 19, 2023 generally vest one-third each year over three years; sign-on RSUs as noted above vest 50/50 over two years or one-third over three years; performance shares are earned and paid after the 3-year period if goals are met .
Vested/realized in FY2025:
- No RSUs or PSs vested for O’Mara in FY2025 (no realized value reported) .
Employment Terms
Severance (non–change-of-control) scenario estimates (as of May 25, 2025)
| Scenario | Lump sum severance | AIP | RSUs | Performance Shares | Benefits/Other | Total |
|---|---|---|---|---|---|---|
| Involuntary without cause | $611,538 | $401,220 | $136,797 | $65,587 | $18,764 (benefits + outplacement) | $1,233,906 . |
| Death | — | $401,220 | $2,332,781 | $1,261,971 | $1,006,903 | $4,995,972 . |
| Disability | — | $401,220 | $863,520 | $473,603 | $382,500 | $2,113,343 . |
- O’Mara is covered by Conagra’s broad Severance Plan (discretionary guidelines) rather than an individual employment agreement; Mr. Connolly has a separate letter agreement, but others (incl. O’Mara) are under the Severance Plan .
Change-of-Control (CoC) program
- Structure: Double-trigger (change of control plus qualifying termination within 3 years); no excise tax gross-ups for participants added since fiscal 2012 .
- Cash multiple on termination: 2x base salary and 2x bonus (CEO 3x); 2 years continuation of medical/dental/disability/life at executive cost; 1x supplemental deferred comp benefit; outplacement up to $30,000 .
- Equity treatment on termination post-CoC: RSUs accelerate; options (if any) accelerate and remain exercisable for 90 days; Performance Shares continue vesting per plan design .
- Estimated payout for O’Mara upon CoC termination (Good Reason/Without Cause): $6,083,911 total (includes salary multiple, AIP multiple, RSUs, PSs, benefits, and other items) .
Role and start date
- EVP & President, New Platforms & Acquisitions, effective May 6, 2024 .
Investment Implications
- Pay-for-performance alignment: O’Mara’s variable pay is governed by rigorous metrics (Adjusted EPS/Sales with a relative TSR modifier on PSUs; AIP tied to Adjusted Operating Profit/Net Sales/FCF). FY2025 AIP paid 74.3% of target—below target—indicating discipline and a tie to operating performance .
- Retention and selling pressure: Significant FY2025 equity grants with front-end sign-on RSUs create known vesting events (e.g., 68,514 sign-on RSUs vesting 50% on each anniversary of 7/24/2024; 13,703 and 21,925 RSUs vesting one-third annually), which can create periodic liquidity windows; monitor vest dates around late July 2025–2027 for potential insider selling flow .
- Ownership alignment: Exceeds stock ownership guideline (5x vs 3x salary) and is subject to robust anti-hedging/anti-pledging and clawback policies—reducing misalignment and governance risk .
- Downside protections: Double-trigger CoC with 2x cash multiple and equity acceleration/continuation could reduce voluntary departure risk, but also sets a defined value ($6.08M) in a strategic transaction; non-CoC severance estimate ($1.23M) provides moderate cushion .
- Option risk limited: Conagra has not granted options since 2016; O’Mara’s package is RSU/PSU-based, which lowers leverage vs. options and ties value to sustained performance and service/three-year outcomes .