Diane Johnson May
CAMPBELL'SAbout Diane Johnson May
Executive Vice President and Chief People and Culture Officer at Campbell (CPB); named as a fiscal 2025 NEO in the Proxy. She joined Campbell in 2021, as evidenced by a relocation/living stipend linked to her employment that year . Company performance context in FY2025: net sales $10.253B (+6% YoY), EBIT $1.124B (+12% YoY), EPS $2.01 (+6% YoY), Adjusted EPS $2.97 (-4% YoY), and cash from operations $1.131B; Meals & Beverages grew while Snacks declined . Over the three-year performance period ending FY2025, Campbell’s TSR PSU tranche paid at 50% (ranked 8th/11) and EPS CAGR tranches paid at 48% on 1.6% CAGR vs 3.3% target, underscoring disciplined but mixed pay-for-performance outcomes .
Past Roles
Not disclosed in the 2025 DEF 14A for Ms. Johnson May .
External Roles
Not disclosed in the 2025 DEF 14A for Ms. Johnson May .
Fixed Compensation
| Item | Fiscal 2025 Detail |
|---|---|
| Base Salary (paid) | $640,908 |
| AIP Target (% of base) | 80% |
| AIP Target ($) | $515,040 |
| AIP Actual Award | $438,299 |
| Merit/Base Movement Commentary | Committee increased FY2025 base salaries for certain NEOs, including Ms. Johnson May, by 3.0% in Sept 2024 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and FY2025 Outcomes
| Metric | Weight | FY2025 Target(s) | FY2025 Performance | Score | Weighted Contribution |
|---|---|---|---|---|---|
| Net Sales | 40% | $10,459–$10,564MM | $10,253MM | 81% | 32% |
| Adjusted EBIT | 40% | $1,556–$1,619MM | $1,487MM | 75% | 30% |
| Free Cash Flow | 20% | $704–$732MM | $652MM | 58% | 12% |
| Total Company Performance Score | — | — | — | 74% | 74% |
- Individual performance multiplier for Ms. Johnson May: 115% (applied to TCS-based payout for corporate staff) .
- AIP pool can range 0–200% based on results; no discretionary adjustment used in FY2025 .
Long-Term Incentive (LTI) Program – Structure and Ms. Johnson May’s FY2025 Grants
- Program mix for NEOs: 30% TSR PSUs (3-year relative TSR vs S&P Packaged Foods group), 30% EPS PSUs (3-year adjusted EPS CAGR), 40% time-lapse RSUs (ratable vesting over 3 years) .
- Company stopped issuing stock options to executive officers as of FY2020 .
| Component | Grant Date | Target Units | Max Units | Grant Date FV ($) | Performance/Vesting |
|---|---|---|---|---|---|
| TSR PSUs | 10/1/2024 | 7,536 | 15,072 | $345,518 | 3-year relative TSR; pays 0–200% |
| EPS PSUs | 10/1/2024 | 7,536 | 15,072 | $364,441 | 3-year EPS CAGR; pays 0–200% |
| Time-lapse RSUs | 10/1/2024 | 10,048 | — | $485,921 | 1/3 each on 9/30/2025, 9/30/2026, 9/30/2027 |
Vesting cadence detail (time-lapse RSUs):
- 10/1/2024 grant: 1/3 each on 9/30/2025, 9/30/2026, 9/30/2027 .
- A prior 3/1/2024 grant vests 100% on 11/1/2025 .
FY2025 LTI vesting realizations (value realized):
- Shares vested: 29,234; value realized: $1,434,446 (time-lapse and performance RSUs combined for FY2025 vesting) .
FY2025 performance-plan results relevant to outstanding PSUs:
- TSR PSUs (period ending FY2025): 50% payout (8th of 11 peers) .
- EPS PSUs (period ending FY2025): 48% payout on 1.6% adjusted EPS CAGR vs 3.3% target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficially Owned (Direct Shares) | 21,372 |
| Shares Acquirable Within 60 Days | 45,076 |
| Total Beneficial Ownership | 66,448; <1% of shares outstanding |
| Ownership Guidelines (NEOs) | 3.5x base salary |
| Ownership Compliance | All employed NEOs are compliant with retention requirements and have met or are making meaningful progress toward standards |
| Hedging Policy | Prohibited for directors, officers, employees |
| Pledging Policy | Prohibited; no existing pledge agreements for executive officers |
Note: “Shares acquirable within 60 days” includes executory equity that will vest within the window; not counted toward ownership guideline until vested .
Employment Terms
Severance and Change-in-Control (CIC)
| Provision | Key Terms |
|---|---|
| Executive Severance Plan | 2x base salary upon involuntary termination without cause; two years medical and life insurance unless employee obtains coverage elsewhere; requires release; includes 12-month non-compete/non-solicit and non-disparagement |
| CIC Agreements | Double-trigger (CIC plus qualifying termination within 2 years); no excise tax gross-ups; separate CIC terms also exist in AIP, LTI, and U.S. retirement plans |
Potential payments for Ms. Johnson May (as of 8/3/2025, at $32.33 stock price):
| Scenario | PSUs ($) | RSUs ($) | Dividend Equivalents ($) | Health/Welfare ($) | 401(k) Co. ($) | 401(k) Supplemental ($) | Exec Retirement Contribution ($) | Severance Cash ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Total Disability/Death | 863,405 | 1,400,245 | — | — | — | — | 361,739 | — | 2,625,389 |
| Involuntary Termination Without Cause | 863,405 | 1,400,245 | — | 33,808 | — | — | 72,348 | 1,287,600 | 3,657,406 |
| Involuntary Termination Without Cause Following CIC | 1,443,599 | 1,790,597 | 263,047 | 42,260 | 55,268 | 128,743 | 273,487 | 2,897,100 | 6,894,101 |
Clawbacks and Trading Policies:
- Mandatory recoupment upon accounting restatement and discretionary recoupment under certain circumstances; performance share agreements allow clawback for breach of duty of loyalty .
- Insider Trading Policy prohibits hedging; anti-pledging policy in place .
Retirement, Deferred Compensation, and Perquisites
| Program/Item | FY2025 Detail |
|---|---|
| Executive Retirement Contribution | Company credit of 10% of base + annual incentive to Supplemental Retirement Plan; vesting begins at age 55 with 5 years of service; scales to 100% at age 60 with 5 years; Ms. Johnson May received $109,395 (unvested) in FY2025 |
| Deferred Compensation (SRP) | Executive contribution $85,800; company contribution $160,893; aggregate balance $402,975 at FYE (excludes unvested Executive Retirement Contributions) |
| 401(k) Company Contributions | $22,107; Supplemental 401(k) contribution $51,498 |
| Perquisites/Other | $97,000 in “Other,” including $65,000 living expense stipend (Camden area) and $32,000 Personal Choice Program |
Compensation Structure Analysis
- Year-over-year mix: No change to AIP target for Ms. Johnson May (remained at 80% of base); base salary increased 3.0% in Sept 2024 alongside broader salaried employees .
- Shift to RSUs vs options: Company ceased issuing options to executive officers in FY2020; LTI is PSUs + RSUs, which generally reduces risk vs options and tightens performance alignment .
- Performance metric rigor: AIP tied to Net Sales (40%), Adjusted EBIT (40%), and Free Cash Flow (20%); FY2025 formulaic payout at 74% of target; individual multiplier added (115% for Ms. Johnson May) .
- Peer benchmarking and governance: Committee targets market median and uses independent advisor FW Cook; strong say-on-pay support in 2024 (96%) .
Compensation Peer Group and Say-on-Pay
- Compensation Peer Group includes large food/CPG names (e.g., GIS, HSY, HRL, K, KHC, MDLZ, SJM, TSN, etc.) used to benchmark competitiveness; performance peer group is S&P Packaged Foods for TSR comparisons .
- 2024 Say-on-Pay approval: 96% of votes cast supported the program .
Equity Vesting Calendar (Forward Supply Considerations)
- Time-lapse RSUs: scheduled to vest 1/3 on each of 9/30/2025, 9/30/2026, 9/30/2027 from the 10/1/2024 grant; an additional grant from 3/1/2024 vests 11/1/2025 .
- PSUs: three-year performance periods (FY2025–FY2027 cycle for FY2025 grants); payouts depend on relative TSR and EPS CAGR results, with cliff vesting at the end of the period .
Investment Implications
- Alignment and downside protection: Robust at-risk mix (AIP plus PSUs) with explicit TSR/EPS hurdles, clawbacks, and strict anti-hedging/anti-pledging policies reduce misalignment and governance risk .
- Retention risk: Executive Severance Plan and double-trigger CIC terms provide continuity incentives; Ms. Johnson May’s potential payouts (notably under CIC) are meaningful, supporting retention during strategic inflection points .
- Vest-driven trading flow: Multiple RSU vest dates (notably each 9/30 through 2027 and 11/1/2025 for a prior grant) can create periodic supply from tax-withholding or disposals, though her direct beneficial ownership remains modest (<1% of shares outstanding) .
- Pay-for-performance signaling: FY2025 AIP at 74% and below-target vesting of long-cycle PSUs (50% TSR; 48% EPS) reflect disciplined calibration in a mixed fundamental year (net sales/EBIT up, adj. EPS down), limiting windfall risk and tying realized pay to outcomes .