Sean Connolly

About Sean Connolly

Sean M. Connolly, age 59, has served as President and CEO of Conagra Brands since 2015 and as a director since April 6, 2015. He previously led Hillshire Brands as President and CEO (2012–2014) and held senior roles at Sara Lee (2012), Campbell Soup Company, and Procter & Gamble, bringing deep CPG brand-building and transactional expertise; he also serves on the board of S. C. Johnson & Son (private) and has no current public-company directorships . Conagra’s pay-versus-performance disclosure shows Company TSR value of a $100 investment moved from $112.71 in FY2021 to $78.60 in FY2025, while Adjusted EPS was $2.66 (FY2021), $2.41 (FY2022), $2.77 (FY2023), $2.67 (FY2024), and $2.02 (FY2025), reflecting challenging consumption and margin dynamics offset by strong cash generation . In FY2025, Conagra reached its $1B “Fuel for Growth” efficiency target, produced $1,692M operating cash flow, $1,303M free cash flow (118% conversion), reduced net debt by $364M, and returned $669M in dividends, underscoring disciplined capital allocation during portfolio reshaping and innovation investments .

Past Roles

Organization	Role	Years	Strategic Impact
Conagra Brands, Inc.	President & Chief Executive Officer	2015–present	Market-facing leader focused on building leading consumer brands; transactional and governance experience
Hillshire Brands Company	President & Chief Executive Officer	2012–2014	Led branded food portfolio; public board service (past)
Sara Lee Corporation	EVP & CEO, North American Retail & Foodservice	2012	Led NA business post spin/transition
Campbell Soup Company	Senior roles (not specified)	—	Supply chain, commercialization, and industry expertise foundation
Procter & Gamble Company	Early career roles	—	Brand management grounding in CPG

External Roles

Organization	Role	Years	Notes
S. C. Johnson & Son, Inc.	Director	Current	Private consumer products company board service
Hillshire Brands Company	Director	2012–2014	Past public company board
Other public company boards	—	—	None currently

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	1,317,308	1,366,346	1,408,846
Stock Awards ($, grant-date FV)	14,444,447	18,854,433	9,274,089
Non-Equity Incentive Plan (AIP) ($)	2,471,385	3,246,069	1,884,191
All Other Compensation ($)	486,961	563,378	573,354
Total Compensation ($)	18,720,100	24,030,226	13,140,480

AIP Target Opportunity (as % of Eligible Earnings)	FY 2025
Threshold	45%
Target	180%
Maximum	360%

AIP FY2025 Individual Result	Target AIP Award ($)	Performance Results (%)	Individual Modifier (%)	Actual AIP Payout ($)
Sean Connolly	2,535,923	74.3	100	1,884,191

Perquisites (FY2025): aircraft personal use $126,875; security expenses $30,922; company contributions to plans $407,382; matching gifts $8,175 .

Performance Compensation

AIP FY2025 Metrics	Weight	Target ($mm)	Actual ($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 Program Payout	—	—	—	74.3%

LTI Performance Shares (Fiscal 2023–2025 Cycle)	FY 2023	FY 2024	FY 2025	Aggregate
Adjusted EPS target (per share)	2.27	2.59	2.55	—
Adjusted EPS actual (per share)	2.45	2.41	2.02	—
Adjusted EPS payout (%)	171.2%	23.4%	15.8%	—
Adjusted Net Sales target ($mm)	12,055	12,461	12,232	—
Adjusted Net Sales actual ($mm)	12,277	12,051	11,650	—
LTI shares payout (%)	—	—	—	70.1%

LTI design: Performance Shares are 60% of LTI with metrics Adjusted EPS (70%) and Adjusted Net Sales (30%); RSUs are 40% and vest ratably over 3 years. For the FY2025–2027 cycle, a relative TSR modifier of ±10 pts vs peers (GIS, SJM, KHC, CPB, K) was introduced; payouts range 0–200% of target .

FY2025 LTI grants (7/24/2024): RSUs 128,807 and Performance Shares 193,210; total grant value $9,400,000 .

Equity Ownership & Alignment

Item	Value
Shares of common stock beneficially owned (as of 7/23/2025)	1,501,037
Right to acquire within 60 days (RSUs/options)	599,355
Vested options outstanding	556,420
Ownership as % of outstanding	<1% (478,693,731 shares outstanding)
CEO stock ownership guideline	6x salary
Actual ownership vs guideline	27x salary (at $19.63 share price, salaries at 5/25/2025)
Pledging/hedging policy	Prohibited for directors/executives
Option grants program status	No options granted since 2016
RSU vesting cadence	Grants on/after 7/19/2023 vest 33% annually over 3 years; prior grants full at 3-year anniversary
FY2025 stock vested (shares/value)	318,594 shares; $7,090,892

Employment Terms

Term	Detail
CEO Letter Agreement date	August 2, 2018 (replaces prior agreement expiring Aug 1, 2018)
Minimum base salary	$1.2 million; subject to review/increase
Annual incentive target	At least 150% of base salary
Annual LTI target	At least $7.5 million per routine 3-year performance period
Ownership guidelines	Must comply; 6x salary requirement for CEO
Non-compete / confidentiality / non-solicit	One-year post-employment non-compete; standard confidentiality and non-solicitation; security policy application continues
Retirement definitions	Early ≥55 and <57; Normal ≥57; equity awards continue to vest post-retirement per normal schedule if retirement not within 2 years of a change of control
Severance (no CoC)	CEO: lump sum equal to 2x salary + 2x target AIP; COBRA premium up to 24 months; prorated AIP
Change-of-control program	Double-trigger; CEO 3x salary and 3x the higher of target/current or highest AIP of prior 3 years; benefits continuation 2 years; outplacement ≤$30k; no excise tax gross-ups since FY2012
Clawbacks	Mandatory clawback for restatements per NYSE; supplemental discretionary clawback for significant financial/reputational harm due to culpable actions

Selected CEO payouts under scenarios (estimated as of 5/25/2025 at $22.40/share):

Change of Control + Involuntary without Cause/Voluntary with Good Reason: Total $47,669,230 (Salary $4,245,000; AIP $9,738,209; RSUs $10,182,368; Performance Shares $23,115,210; Benefits $55,167; Death/Disability $6,903; Outplacement $30,000; Qualified/Nonqualified benefit $296,373) .
Involuntary without Cause (no CoC): Total $28,009,886 (Severance $7,924,000; AIP $1,884,191; RSUs $10,278,486; Performance Shares $7,838,163; Benefits $55,167; Outplacement $7,500; Q/NQ $22,379) .

Board Governance

Board service: Director since 2015; sits on Executive Committee; not on Audit/Finance, HR, or Nominating committees (those are 100% independent) .
Board leadership: Independent Chair (Richard H. Lenny) since 2005; clear separation of Chair/CEO roles; independent committee chairs; independent directors meet in executive session at every regular meeting .
Director stock ownership requirements (non-employee directors): $525,000 (5x cash retainer), with retention until guidelines met; all directors were in compliance or within five-year ramp in FY2025 .
Related-party oversight: Written policy with prior review/approval by Audit/Finance Committee; no related-party transactions in FY2025 .

Dual-role implications: With an independent Chair and independent committees, risks associated with combined CEO/Chair are mitigated; executive sessions and defined lead director role (if ever needed) further support independence .

Performance & Track Record

Metric	FY 2021	FY 2022	FY 2023	FY 2024	FY 2025
Company TSR – Value of $100 investment	112.71	101.71	110.86	100.95	78.60
S&P 500 Packaged Foods Index – Value of $100 investment	118.79	124.42	137.44	123.88	113.33
Net Income ($mm)	1,300.9	888.2	683.2	347.7	1,152.5
Adjusted EPS ($)	2.66	2.41	2.77	2.67	2.02

FY2025 highlights: Achieved $1B “Fuel for Growth”; free cash flow $1,303M and 118% conversion; net debt reduced $364M; $669M dividends; portfolio reshaping included ATFL divestiture, Sweetwood acquisition, and announced Chef Boyardee, Van de Kamp’s, Mrs. Paul’s brand sales in Q1 FY2026; innovation >$300M retail sales and GLP-1-friendly labeling for Healthy Choice . Compensation outcomes aligned: AIP paid 74.3% of target; FY2023–2025 Performance Shares earned 70.1% at vest, without discretionary adjustments .

Compensation Committee Analysis

Design anchored to pay-for-performance with balanced metrics; independent consultant (FW Cook) supports the Committee; risk review found no material adverse risk from comp practices .
Program refinements based on shareholder engagement: retained Free Cash Flow in AIP (introduced FY2024), shifted LTI to cumulative 3-year measurement, added relative TSR modifier; Committee stated it will not repeat FY2023 “additional value” grants and no special grants to Mr. Connolly during tenure .
Strong governance features: double-trigger CoC vesting; anti-pledging/hedging; no option re-pricing/backdating without shareholder approval; no excise tax gross-ups since FY2012 .

Equity Ownership & Alignment Details

Ownership Guidance & Compliance	Details
Executive stock ownership guidelines	Required for ~100 senior employees; CEO 6x salary; unearned PSUs and unexercised options excluded; if below guideline, must retain 75% of net shares from awards
CEO status	Exceeds guideline at 27x salary (as of 7/23/2025)
Hedging/pledging	Prohibited for directors and executive officers

Employment & Contracts

Provision	Economic Impact
Severance (no CoC)	2x salary + 2x target AIP; COBRA premiums up to 24 months; prorated AIP; continued vesting/proration on RSUs/PS per retirement eligibility; estimated total $28.0M for involuntary without cause as of FY2025
Change-of-control (double trigger)	CEO: 3x salary + 3x AIP (higher of current target or highest in prior 3 years); accelerated vesting terms per plan; benefits continuation; outplacement; estimated total $47.7M under CoC + qualifying termination
Retirement treatment	Equity continues to vest per schedule; definitions: early ≥55 & <57; normal ≥57; continued vesting not available within 2 years of CoC
Clawbacks	Mandatory for restatement; discretionary for significant harm from culpable actions; applies to cash and equity

Say-on-Pay & Shareholder Feedback

FY2025 marked first year of redesigned comp program reflecting prior shareholder feedback; Committee highlighted alignment of outcomes (AIP 74.3%, LTI 70.1%) and affirmed no repeat of FY2023 additional value grants/special grants to CEO; engagement covered comp design, debt reduction focus via FCF metric, and TSR alignment .
Year-round engagement connected with >100 investors representing >60% of public float; topics included strategy, portfolio, debt paydown, capital allocation, pricing/promo, health trends, and regulatory environment .

Expertise & Qualifications

Credentials: Decades of CPG brand-building, market-facing leadership, M&A and transactional experience, governance literacy from public and private boards .
Risk oversight: Board structure with independent Chair and standing committees actively oversees strategy, financial, cybersecurity/IT, ESG/climate, and human capital risks; independent directors meet in executive session at each regular meeting .

Compensation Peer Group (for TSR modifier)

Near-in peers for relative TSR: General Mills (GIS), J.M. Smucker (SJM), The Kraft Heinz Company (KHC), Campbell Soup (CPB), Kellanova (K) .

Investment Implications

Alignment: High equity mix (60% PSUs; 40% RSUs), rigorous AIP metrics (Operating Profit, Net Sales, FCF), and new TSR modifier tie pay to shareholder outcomes; FY2025 payouts below target corroborate pay-for-performance integrity in a challenging demand environment .
Retention vs selling pressure: RSUs vest 33% annually over three years and CEO must retain 75% of net shares if below guidelines; anti-pledging/hedging reduces forced-selling/hedging risks; CEO exceeds ownership guideline (27x salary), indicating strong skin-in-the-game .
Event risk economics: Double-trigger CoC at 3x salary/bonus plus equity acceleration can be a retention stabilizer in strategic transactions; severance (2x salary/bonus) plus continued vesting at retirement eligibility lowers abrupt-exit risk but represents sizable potential cash/equity obligations in downside scenarios .
Governance quality: Independent Chair and independent committees, robust clawbacks, and no excise tax gross-ups align with shareholder-friendly practices; Committee commitment to avoid special grants mitigates pay inflation risk .