Daniel L. Poland
CAMPBELL'SAbout Daniel L. Poland
Daniel L. Poland is Executive Vice President and Chief Enterprise Transformation Officer at The Campbell’s Company (CPB). He is 62 and has served as an executive officer since 2022, previously as EVP and Chief Supply Chain Officer; he became Chief Enterprise Transformation Officer by FY2025, reflecting a remit across supply chain, integration, and value‑creation initiatives . Company TSR (indexed to 100 in 2020) underperformed peers in FY2025, declining to 77 (vs. 107 in FY2024), while the S&P 500 rose to 205 and the S&P Packaged Foods Group to 107—context that informs incentive payouts and pay‑for‑performance alignment for CPB’s NEOs .
- Education not disclosed in filings reviewed.
- Notable FY2025 contributions used in AIP determinations included leadership in supply chain improvement initiatives, successful Sovos Brands integration, and strategic assistance with M&A .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Campbell’s Company | EVP, Chief Enterprise Transformation Officer | 2025–present | Enterprise transformation mandate; leadership on post‑Sovos integration and M&A support cited in AIP assessments |
| The Campbell’s Company | EVP, Chief Supply Chain Officer | 2022–2024 | Led supply chain; executive officer since 2022 |
| KIND Snacks | Chief Operating Officer | 2019–2021 | Senior operating leadership prior to CPB |
| Pinnacle Foods, Inc. | EVP & Chief Supply Chain Officer | 2018–2019 | Supply chain leadership at a peer food company |
| Danone (North America) | Chief Supply Chain Officer – North American Operations | 2016–2017 | Regional supply chain leadership |
External Roles
- No current public company board roles disclosed in the company’s executive officer biographies .
Fixed Compensation
- Base salary trend (Summary Compensation Table):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 729,154 | 1,222,874 | 438,080 | 310,339 | 2,700,447 |
| 2024 | 665,208 | 2,941,237 | 480,433 | 318,278 | 4,405,156 |
| 2023 | 640,625 | 1,178,905 | 618,000 | 251,149 | 2,688,679 |
- FY2025 AIP target: 80% of base salary ($592,000), unchanged vs prior year; max payout 200% of target .
- Base salary adjustment: CPB increased Poland’s base salary by 10.5% in September 2024 reflecting time in role and breadth of responsibilities .
- Perquisites and retirement credits (FY2025): $32,000 Personal Choice Program, $65,000 Camden area stipend, 401(k) contributions, supplemental 401(k), and unvested Executive Retirement Contribution (ERC) credited (see table in “Performance Compensation” and “Employment Terms”) .
Performance Compensation
Annual Incentive Plan (AIP) – FY2025 outcome
| Metric | Weighting/Notes | Target/Score | Result |
|---|---|---|---|
| AIP Target | % of base salary | 80% ($592,000) | Target $592,000 |
| Company Performance Score | Committee assessment (0–200%) | 74% | 74% applied |
| Individual Performance Score | 0–150% | 100% | 100% applied |
| AIP Payout | Cap 200% of target | — | $438,080 |
- AIP design: Mix of total company and (if applicable) division performance; NEOs (other than division leaders) use total company score plus individual score; awards capped at 200% of target .
Long-Term Incentives (LTI) – Structure and FY2025 grants
- Structure and weights: 30% TSR PSUs (relative TSR over 3 years), 30% EPS PSUs (3‑yr adjusted EPS CAGR), 40% time‑lapse RSUs (ratable over 3 years). No dividends during restriction; dividend equivalents paid in cash on vested units. CPB ceased stock option grants after FY2020 .
- FY2025 LTI target increased to 185% of base salary (from 170%); target value $1,238,575 .
- October 2024 grants were above target based on performance evaluation; Poland at 105% of target .
| Component | Grant Date | Target/Grant Size (#) | Grant-Date Fair Value ($) | Vesting/Notes |
|---|---|---|---|---|
| TSR PSUs | 10/1/2024 | 7,706 | 353,312 | 3‑yr perf; relative TSR vs peer group |
| EPS PSUs | 10/1/2024 | 7,706 | 372,662 | 3‑yr perf; EPS CAGR |
| RSUs | 10/1/2024 | 10,275 | 496,899 | Ratable over 3 years |
- Performance certification: FY2023 TSR PSUs (2023–2025 cycle) certified at 50% payout; FY2024 TSR PSUs tracking at threshold as of FY2025 YE (final outcome depends on full cycle) .
Option exercises and stock vesting (FY2025)
| Event Date | Award Type | Shares Vested (#) | Price ($) | Value Realized ($) |
|---|---|---|---|---|
| 9/30/2024 | Time-lapse RSUs | 7,115 | 49.36 | — (included in totals) |
| 2/1/2025 | Time-lapse RSUs | 7,411 | 39.62 | — (included in totals) |
| FY2025 total | Stock Awards | 14,526 | — | 644,820 |
Equity Ownership & Alignment
Beneficial ownership and guidelines
| As of | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial | % of Class |
|---|---|---|---|---|
| Sep 24, 2025 | 21,580 | 10,540 | 32,120 | <1% |
- Stock ownership guideline: 3.5x base salary for executive officers; until achieved, must retain at least half of after‑tax shares from vestings/exercises; all NEOs are compliant with retention requirements and have met or are progressing toward standards .
- Anti‑hedging and anti‑pledging: Hedging prohibited; pledging prohibited (no executive officers or directors have existing pledge agreements) .
Unvested outstanding equity (FY2025 year‑end)
| Grant Date | Award Type | Unvested Units (#) | FY2025 YE Market Value ($) |
|---|---|---|---|
| 10/1/2024 | TSR PSUs | 3,853 | 124,567 |
| 10/1/2024 | EPS PSUs | 3,853 | 124,567 |
| 10/1/2024 | RSUs | 10,275 | 332,191 |
| 3/1/2024 | RSUs | 39,841 | 1,288,060 |
| 10/1/2023 | TSR PSUs | 4,403 | 142,349 |
| 10/1/2023 | EPS PSUs | 4,403 | 142,349 |
| 10/1/2023 | RSUs | 7,829 | 253,112 |
| 10/1/2022 | TSR PSUs | 3,456 | 111,732 |
| 10/1/2022 | EPS PSUs | 3,601 | 116,420 |
| 10/1/2022 | RSUs | 3,201 | 103,488 |
Employment Terms
Severance, Change‑in‑Control (CIC), and restrictive covenants
- Executive Severance Plan: If involuntarily terminated without cause, severance equals 2x base salary, plus two years of medical and life insurance (ceases if covered by a new employer); payments bi‑weekly over two years; requires a release; includes non‑compete (12 months) and non‑solicit provisions .
- CIC: Double‑trigger required (CIC plus qualifying termination within two years). No excise tax gross‑ups. Under CIC, unvested equity vests: performance awards convert and vest at the greater of target or actual performance; RSUs fully vest; options (if any) vest and become exercisable .
- Clawback policies: Mandatory recovery for restatements and broad discretionary recovery for fraud, intentional misconduct, or material policy violations; performance award agreements allow clawback for breach of duty of loyalty .
Potential payments upon termination (Poland; assumptions: termination as of Aug 3, 2025; stock price $32.33)
| Scenario | Cash Severance ($) | PRSUs ($) | RSUs ($) | Dividend Eq. ($) | Health & Welfare ($) | 401(k) Co. ($) | 401(k) Supp. ($) | Exec Retirement Contr. ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Voluntary Resignation | — | — | — | — | — | — | — | — | — |
| Retirement | — | 926,222 | 1,412,207 | — | — | — | — | 407,345 | 2,745,774 |
| Total Disability or Death | — | 926,222 | 1,412,207 | — | — | — | — | 81,469 | 3,934,042 |
| Involuntary Termination Without Cause | 1,480,000 | — | — | — | 34,144 | — | — | — | 3,934,042 total includes components above; see table line for death/disability (Poland’s “Without Cause” total shown as 3,934,042) |
| Involuntary Termination Without Cause Following CIC | 3,330,000 | 1,533,412 | 1,976,850 | 286,456 | 42,680 | 69,577 | 154,933 | 308,835 | 7,702,743 |
Notes: Table reflects CPB’s presentation; “Without Cause” (non‑CIC) total for Poland shown as $3,934,042; components listed in the proxy’s table include health and welfare ($34,144) and an executive retirement contribution line ($81,469 in death/disability; ERC amounts vary by scenario) .
Deferred compensation and Executive Retirement Contribution (ERC)
- Supplemental Retirement Plan (deferred comp) – FY2025: CPB registrant contributions $185,508; aggregate balance at FY‑end $184,522. Unvested ERC associated with Poland totals $407,345 and is subject to age‑graded vesting (50% at 55/5 years service to 100% at 60/5 years service) .
Compensation Structure Analysis
- Cash vs. equity mix: Poland’s base salary increased 10.5% for FY2025 review, while LTI target rose from 170% to 185% of salary; October 2024 LTI grant was 105% of target—signaling emphasis on at‑risk, equity‑based compensation despite base pay uplift .
- Shift to RSUs/PSUs, no options: CPB eliminated executive stock option grants beginning FY2020; current long‑term mix is 60% PSUs/40% RSUs, balancing performance leverage and retention .
- Payout discipline: FY2025 AIP total company score of 74% produced a below‑target bonus ($438,080 vs. $592,000 target), consistent with weaker TSR context in FY2025 .
Say‑on‑Pay & Governance
- Say‑on‑Pay support: 96% approval at 2024 annual meeting; CPB maintained compensation approach in FY2025 .
- Stock ownership and trading policies: Strong ownership standards (3.5x salary), hedging prohibited, pledging prohibited (no existing pledges), robust clawback framework .
Investment Implications
- Alignment and retention: Poland’s compensation is heavily at risk via PSUs/RSUs and scaled to a 185% LTI target, with ownership/holding requirements and no hedging/pledging—favorable for alignment and reducing governance risk .
- Near‑term selling pressure: Multiple unvested RSU/PSU tranches (notably a 3/1/2024 RSU grant of 39,841 units and 10/1/2024 RSUs of 10,275) suggest steady vesting over the next 1–2 years; 14,526 shares vested in FY2025 points to manageable, programmatic supply rather than large discretionary sales .
- Pay‑for‑performance sensitivity: Below‑target AIP outcome (74% company score) and 50% payout on the 2023 TSR PSUs demonstrate downside responsiveness; however, company TSR underperformance in FY2025 could continue to weigh on PSU realizations if not reversed .
- Change‑in‑control economics: Double‑trigger CIC with no tax gross‑ups is shareholder‑friendly; accelerated vesting provisions are standard and should be considered in event‑driven scenarios (total CIC case for Poland modeled at ~$7.7M under proxy assumptions) .