Noelle O’Mara

About 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 .