Thomas McGough

About Thomas McGough

Executive Vice President and Chief Operating Officer at Conagra Brands; joined the company in 2007 and progressed through leadership roles across Specialty Foods, Grocery Products, and segment leadership before being named Co-COO in 2018 . Pay-for-performance alignment is clear: fiscal 2025 AIP paid at 74.3% of target on company metrics (Adjusted Operating Profit, Adjusted Net Sales, Adjusted Free Cash Flow) and the fiscal 2023–2025 Performance Shares paid at 70.1% of target; the LTI plan now includes a relative TSR ±10% modifier to further align payouts with shareholder outcomes . Company operating highlights tied to incentives include reaching a $1B efficiency target, FCF of $1,303M and net debt reduction of $364M in FY25 . McGough participates in the Qualified Pension (present value $310,519 as of May 25, 2025) and maintains a sizable deferred compensation balance ($4,366,849) .

Past Roles

Organization	Role	Years	Strategic Impact
Conagra Brands	Vice President, Marketing	2007	Progressed rapidly through branded food organization
Conagra Brands	President, Specialty Foods	Aug 2010	Led Specialty Foods business
Conagra Brands	President, Grocery Products	Jul 2011	Led Grocery Products segment
Conagra Brands	President, Operating Segments	May 2013–Oct 2018	Oversaw operating segments prior to COO role
Conagra Brands	Executive Vice President & Co-Chief Operating Officer	2018–present	Senior operating leadership across portfolio

External Roles

No external public company directorships disclosed; Board nominees do not include McGough .

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Salary ($)	$771,154	$799,808	$830,385
All Other Compensation ($)	$135,462	$140,149	$161,796
Fiscal Base Salary Rate ($)	—	$805,000	$835,000

Perquisites and company contributions (FY 2025):

Company contributions to 401(k): $31,898
Company contributions to Voluntary Deferred Compensation Plan (VDCP): $129,898

Performance Compensation

Annual Incentive Plan (AIP) Design and Outcomes

Target AIP award opportunity: 100% of Eligible Earnings for McGough .
FY25 company metrics and payout calculation: | Metric (Weight) | Target ($M) | Actual ($M) | Payout Level (% 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 payout | — | — | 74.3% |
Individual payout example (FY25): McGough Target AIP Award $830,385 × 74.3% × 100% = $616,976 .
FY24 AIP context (weights: 50% AOP, 25% Net Sales, 25% FCF; payout 125.7% after negative discretion): McGough received $1,005,359 .

Long-Term Incentive (LTI) – Grants and Design (FY25)

Grant value $2,500,000; delivered as RSUs 34,257 shares and Performance Shares 51,386 shares (grant date July 24, 2024) .
RSUs vest ratably one-third annually over 3 years (post-July 19, 2023 grants) .
Performance Shares metrics: Adjusted EPS (70%) and Adjusted Net Sales (30%) with relative TSR modifier ±10%; payout range 0–200% .

Performance Shares – Earned Outcomes

Performance Period	Metric(s)	Payout (% of Target)
FY2023–FY2025	Adjusted EPS (70%), Adjusted Net Sales (30); year-over-year approach	70.1%
FY2022–FY2024	Adjusted EPS (100%)	113.0%

Option Exercises and Stock Vested (FY25)

Name	Stock Awards – Number of Shares Vested	Stock Awards – Value Realized ($)
Thomas McGough	80,201	$1,781,636

Equity Ownership & Alignment

Ownership Snapshot (as of Jul 23, 2025)	Value
Shares of common stock owned	335,632
Right to acquire within 60 days (options/RSUs)	153,864
Vested options (count)	142,445
Ownership as % of shares outstanding	<1%
Notable holdings structure	Includes 400 shares held by spouse and 111,303 shares via wife’s trust
Stock ownership guideline	4x salary
Actual ownership multiple	10x salary (compliant)
Hedging/pledging policy	Executives prohibited from pledging or hedging company stock

Vesting cadence and potential selling pressure:

RSUs awarded post-July 19, 2023 vest one-third annually on grant anniversaries; FY25 “right to acquire within 60 days” includes RSUs scheduled to vest July 24, 2025 .

Deferred compensation (FY25 activity and balances):

Item	Amount ($)
Executive contributions (salary/AIP deferrals)	$264,355
Company contributions	$129,898
Aggregate earnings (not above-market)	$397,916
Withdrawals/distributions	$(281,164)
Ending balance	$4,366,849

Pension benefits (Qualified Pension):

Credited Service (years)	Present Value ($)
10.9 (measurement as of May 25, 2025; plan frozen)	$310,519

Employment Terms

Severance/change-of-control program and vesting treatment:

Covered by broad Severance Pay Plan; change-of-control agreements generally double-trigger for equity vesting; no excise tax gross-ups for new participants since fiscal 2012 .
“Retirement” eligibility: since attaining age 60, McGough qualifies for retirement category treatment per plan provisions .

Summary of amounts payable upon termination (FY25 assumptions):

Scenario	Total ($)
Death	$7,997,798
Disability	$7,722,631
Retirement	$4,849,101
Involuntary without Cause	$5,995,515

Change of control and involuntary termination with Good Reason (COC):

Compensation Element	Amount ($)
Lump Sum Salary	$1,670,000
Annual Incentive Plan	$2,010,717
RSUs	$2,256,106
Performance Shares	$4,356,755
Benefits Continuation	$35,490
Death/Disability Benefits	$6,903
Outplacement	$30,000
Qualified/Nonqualified Benefit	$128,528
Total	$10,494,499

Termination treatment matrix highlights:

RSUs: accelerated or continued vesting depending on retirement eligibility; prorated vesting for involuntary terminations .
Performance Shares: accelerated at target for death; continued/pro-rated vesting for disability/retirement; pro-rated in involuntary scenarios .
Options: accelerated vesting and defined post-termination exercise windows per scenario; legacy options outstanding are vested .

Clawback and risk policies:

Mandatory clawback for restatements under NYSE rules; supplemental clawback allows recoupment for significant harm from misconduct; anti-hedging/anti-pledging for executives .

Compensation peer group (used for benchmarking FY25):

16 companies across packaged foods and CPG (e.g., General Mills, Hershey, Kraft Heinz, Kellanova, Smucker, Campbell, Kimberly-Clark, Colgate-Palmolive, Mondelez, McCormick, Hormel, Clorox, Church & Dwight, Keurig Dr Pepper, Newell Brands, Post Holdings) .

Investment Implications

Strong alignment: AIP and LTI designs emphasize multi-metric, multi-year performance with TSR linkage; FY25 below-target AIP and FY23–25 PSU payout at 70.1% reflect disciplined pay-for-performance and reduce windfall risk .
Retention watch: Retirement eligibility and meaningful equity overhang (RSUs vest ratably; sizable PSU tranches) support retention but can create periodic vesting-related supply; “right to acquire within 60 days” signals near-term share delivery cadence .
Governance safeguards: No pledging/hedging, robust clawbacks, double-trigger COC terms, and absence of excise tax gross-ups mitigate shareholder-unfriendly practices and reduce governance risk .
Ownership alignment: 10x salary ownership versus 4x guideline indicates strong skin-in-the-game; beneficial holdings include family trust interests, further entrenching alignment .