Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On July 13, 2016, ConAgra Foods, Inc. (the Company) announced that it has named David S.
Marberger as Executive Vice President and Chief Financial Officer of the Company, effective August 29, 2016. Mr. Marberger will begin employment with the Company on August 8, 2016 and succeed John F. Gehring, who previously announced his
plans to retire from the Company.
Mr. Marberger,
51, has served as Chief Financial Officer of Prestige Brands Holdings, Inc., a provider of
over-the-counter healthcare products, since October 2015. Prior to that, Mr. Marberger served as the Senior Vice President and Chief Financial Officer of Godiva Chocolatier, Inc., a global manufacturer and supplier of premium chocolates, from
2008 to October 2015. Prior to that, Mr. Marberger served as the Senior Vice President and Chief Financial Officer of Tasty Baking Company from 2003 to 2006 and Executive Vice President and Chief Financial Officer from 2006 to 2008. From 1993
to 2003, he served in various roles at Campbell Soup Company, where he last held the position of Vice President, Finance, Food and Beverage Division.
Mr. Marbergers initial base salary will be $580,000. He will also be eligible to participate in the Companys annual and long-term incentive
programs. He will initially participate in the annual incentive program with a target opportunity of 80% of his annual base salary, prorated for fiscal 2017 based on his days of employment, subject to achievement of the applicable performance
conditions established by the Board of Directors Human Resources Committee (the Committee). In addition, Mr. Marberger will be entitled to participate in the Companys executive long-term incentive program, commencing with the
three-year performance period beginning in the Companys 2017 fiscal year, subject to the terms and conditions established by the Committee. His participation in the program will provide a targeted opportunity equal to $1,600,000.
Mr. Marberger will also receive a sign-on grant of restricted stock units with a grant date value equal to $500,000, calculated based on the average of the
closing market price of a share of the Companys common stock as reported on the New York Stock Exchange for over a 30 day period ending 10 days prior to the date of the grant (the RSUs). The RSUs will be subject to the
Companys standard restricted stock unit agreement under the ConAgra Foods, Inc. 2014 Stock Plan (the 2014 Stock Plan) and will vest in two equal installments on the first and second anniversaries of the grant date. If the Company
terminates without cause Mr. Marbergers employment prior to the second anniversary of the date of the grant of the RSUs, then 100% of the then-unvested RSUs will vest.
In addition, Mr. Marberger will receive a sign-on cash payment of $200,000 (less required withholdings). If Mr. Marbergers interim travel and
housing expenses exceed $100,000 during his first twelve months of employment, Mr. Marberger may be eligible to receive an additional cash payment of up to $50,000 (less required holdings). If Mr. Marbergers employment terminates
voluntarily or involuntarily within one year (other than for reasons unrelated to his performance or behavior), then $100,000 of this payment must be repaid to the Company. Mr. Marberger will also be eligible to participate in the
Companys standard relocation program for officers of the Company and health and welfare and retirement programs generally applicable to employees of the Company.
There are no arrangements or understandings between Mr. Marberger and any other persons pursuant to which Mr. Marberger was named Executive Vice President and
Chief Financial Officer of the Company. Mr. Marberger does not have any family relationship with any of the Companys directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr.
Marberger does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.