Dana McNabb
GENERAL MILLSAbout Dana McNabb
Group President, North America Retail and North America Pet at General Mills (effective June 1, 2025), after serving as Group President, North America Retail since January 1, 2024 . Prior roles include Chief Strategy & Growth Officer (2021), Group President Europe & Australia (returned the segment to growth), and President, U.S. Cereal (regained U.S. cereal category leadership) . Incentives are tightly linked to organic net sales growth and operating profit annually, and to 3-year organic net sales CAGR and cumulative operating cash flow (with a relative TSR modifier) for long-term PSUs; FY2025 annual business payout was 27% while the FY2023–FY2025 PSU cycle paid at 89% of target, aligning pay with mixed company performance (FY2025 organic net sales -2%, adjusted OP -7%, adjusted EPS -7%, free cash flow ~$2.3B at 97% conversion) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Mills | Group President, North America Retail & North America Pet | 2025–present | Adds Pet to NAR to drive growth and innovation across both segments |
| General Mills | Group President, North America Retail | 2024–2025 | Led largest segment; delivered brand building and innovation focus |
| General Mills | Chief Strategy & Growth Officer | 2021–2023 | Drove enterprise growth capabilities and portfolio shaping |
| General Mills | Group President, Europe & Australia | Not disclosed | Returned segment to growth |
| General Mills | President, U.S. Cereal | Not disclosed | Achieved U.S. cereal category leadership and accelerated growth |
External Roles
- No external directorships disclosed in company filings reviewed. (No disclosure found in 2025 proxy or relevant 8-Ks) .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | — | 618,750 | 750,000 |
| Target Annual Incentive ($) | — | — | 900,000 (implies 120% of salary) |
| Actual Annual Incentive Paid ($) | — | 326,053 | 356,400 |
| Perquisites and Other Personal Benefits ($) | — | 58,303 | 25,934 (includes $16,817 car; $8,000 financial counseling; $1,117 other) |
Notes:
- FY2025 annual incentive formula: 80% company (50% organic net sales growth, 50% adjusted operating profit growth) and 20% individual; company business achievement was 27% for FY2025 .
- No employment contracts for NEOs, including Ms. McNabb .
Performance Compensation
Annual Incentive – FY2025 Results
| Metric (Weight) | Target | Actual | Award Achievement % |
|---|---|---|---|
| Organic Net Sales Growth (50%) | 2.0% | -1.8% | 24% |
| Adjusted Operating Profit Growth (50%) | 1.0% | -7.9% | 29% |
| Business Achievement Percentage (80% of bonus) | — | — | 27% |
Long-Term Incentives – Structure and FY2025 Grants
- Mix: 50% PSUs (3-year cliff; additional 1-year holding), 25% RSUs (4-year graded), 25% stock options (4-year graded; 10 years + 1 month term) .
- PSU performance measures (equal weight): 3-year organic net sales CAGR and cumulative operating cash flow; ±25% relative TSR modifier vs compensation peers .
| Grant Date | Award Type | Target/Count | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 6/28/2024 | PSUs (FY2025–FY2027) | 21,342 target | — | 1,290,124 |
| 6/28/2024 | RSUs | 10,671 | — | 675,047 |
| 6/28/2024 | Stock Options | 53,352 | 63.26 | 704,246 |
PSU Payout – FY2023–FY2025 Cycle:
| Metric (Weight) | Target | Actual | Achievement |
|---|---|---|---|
| Organic Net Sales CAGR (50%) | 3.1% | 2.6% | 86% |
| Cumulative Operating Cash Flow (50%) | $9,480m | $9,244m | 92% |
| Relative TSR Modifier | — | 36th percentile | 100% (no adjustment) |
| Payout | — | — | 89% of target |
Multi-Year Compensation (Summary Compensation Table)
| Item ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | — | 618,750 | 750,000 |
| Stock Awards (RSUs+PSUs) | 1,710,783 | 1,492,557 | 1,965,171 |
| Option Awards | 579,427 | 313,185 | 704,246 |
| Non-Equity Incentive Plan Comp | 1,247,750 | 326,053 | 356,400 |
| Change in Pension Value & NQDC Earnings | 564,458 | 356,666 | 285,823 |
| All Other Compensation | 136,742 | 58,303 | 58,216 |
| Total | 5,014,160 | 3,165,514 | 4,119,856 |
Equity Ownership & Alignment
Beneficial Ownership (as of July 31, 2025)
| Holder | Shares | Exercisable Options | % of Class |
|---|---|---|---|
| Dana M. McNabb | 33,450 | 165,783 | <1% |
- Stock ownership guidelines: 5x base salary for senior leadership team; Ms. McNabb at 4x (65,697 shares counted under policy) and, given recent appointment, has not yet met the requirement; executives must hold 50% of net after-tax shares until compliant; PSUs must be held 1-year post-vest .
- Hedging and pledging of company stock prohibited for officers/directors .
- 2025 vesting: 22,297 shares vested (value $1,407,408) .
Outstanding Equity Awards (as of May 25, 2025)
- Unvested RSUs (selected lots): 3,957 (2021), 3,915 (2022), 6,969 (2022), 2,689 (2023), 4,061 (1/8/2024), 10,671 (6/28/2024); fair values shown in proxy; market value per unit $53.38 at FYE .
- Unvested PSUs (valued at target): 7,172 (2023), 6,226 (1/8/2024), 21,342 (6/28/2024) .
- Options:
- Exercisable tranches include grants with exercise prices $66.52 (2016), $55.52 (2017), $46.06 (2018), $53.70 (2019), $61.65 (2020), $76.70 (2023); unexercisable tranches include $60.03 (2021), $70.26 (2022), $76.70 (2023), $63.26 (2024) .
- Option expirations: 7/21/2026 (2016 grant), 7/27/2027, 7/26/2028, 7/25/2029, 7/30/2030, 7/29/2031, 7/28/2032, 7/30/2033, 7/28/2034 .
Vesting and Potential Selling Pressure
- RSUs and options vest 25% per year over 4 years for grants on/after 6/30/2023; earlier grants vest 100% after 4 years .
- PSUs vest after 3-year performance period with additional mandatory 1-year holding for NEOs; mitigates immediate selling .
- Prohibited hedging/pledging plus 50% net share hold-until-met policy reduce near-term sell pressure; routine tax-withholding or option exercises may still occur around vest/expiry dates .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None for NEOs (including Ms. McNabb) |
| Severance | 18–24 months of base salary and target bonus, plus continued benefits and outplacement, for involuntary termination not for cause; pro-rated bonus based on actual results |
| Change-in-Control | Double-trigger: upon CIC and qualifying termination within 2 years, lump sum 18–24 months of base salary and target bonus plus benefits; equity subject to double-trigger vesting; “net best” cut vs no excise tax gross-up |
| Equity Treatment on Termination | Retirement/qualifying separations allow pro-rata or full vesting depending on timing; PSUs pay based on actual performance; detailed schedule in proxy |
| Clawback | Recovery of erroneously awarded incentive comp upon restatement; additional recoupment for misconduct/code violations |
| Non-Compete/Non-Solicit | Included as conditions in separation agreements (duration not specified in filing) |
| Insider Trading | Pre-clearance required; blackout periods; prohibition on hedging/pledging |
Compensation Structure Analysis
- Pay mix is performance-weighted (PSUs 50% of LTI; options and RSUs 25% each); annual bonus targets organic net sales and adjusted operating profit, consistent with public financial objectives .
- FY2025 below-target performance led to a 27% business achievement score and sub-target payouts; the FY2023–FY2025 PSU cycle paid 89%, reflecting moderate multi-year performance without TSR uplift (36th percentile) .
- Year-over-year (FY2025 vs FY2024): higher equity grant values (RSUs/PSUs and options) reflecting expanded scope; actual bonus modestly higher on a higher base but still below target (business at 27%) .
- Governance features mitigate risk: robust clawbacks, no excise tax gross-ups, double-trigger CIC vesting, no repricing of options, and strong stock ownership/holding requirements .
Performance & Track Record Highlights
- Led U.S. Cereal to category leadership and accelerated growth; returned Europe & Australia to growth; as Chief Strategy & Growth Officer, led portfolio shaping; promoted to oversee both NAR and Pet given track record in brand building and innovation .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~93% at 2024 Annual Meeting; committee considered investor feedback and maintains annual say-on-pay cadence .
Pension, Deferred Compensation, and Benefits
- Present value of accumulated pension benefits (as of FY2025): U.S. Pension Plan $1,162,053; Supplemental Retirement Plan $1,513,422; Canada Plan $143,058 .
- Nonqualified Deferred Compensation: executive contributions $56,744 in last FY; aggregate balance $89,234 .
Compensation Peer Group (for benchmarking and TSR modifier)
- Peer companies include Campbell Soup, Hershey, Mondelēz, Clorox, J.M. Smucker, Nestlé, Coca-Cola, Kellanova, PepsiCo, Colgate-Palmolive, Kimberly-Clark, Procter & Gamble, Conagra, Kraft Heinz, Reckitt, Keurig Dr Pepper, Unilever (non-U.S. peers excluded from pay comparisons) .
Investment Implications
- Alignment: High variable pay with clear operating metrics (organic growth, OP growth, cash flow) and relative TSR modifier should track execution; below-target FY2025 payouts reflect discipline .
- Retention: No employment contract but substantial unvested equity, mandatory holding periods, and strong severance/CIC protections lower near-term retention risk as she scales Pet integration and NAR growth .
- Trading signals: 4-year graded vesting (post-2023 grants) and upcoming option expiries (first in 2026) suggest periodic taxable vesting events and potential exercises; however, 50% net share retention and hedging/pledging prohibitions dampen structural selling pressure .
- Watch items: Progress on NAR volume recovery and Pet acceleration into FY2026 given incentives keyed to organic growth and cash flow; PSU cycle design (3-year) magnifies impact of sustained improvement or shortfalls on realized comp .