def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of
the Commission Only (as permitted by Rule 14a6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under
§240.14a12
CAMPBELL SOUP COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required
o Fee
computed on table below per Exchange Act Rules 14a6(i)(1)
and 011
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 011 (set forth the amount on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check
box if any part of the fee is offset as provided by Exchange Act Rule 011(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Campbell Soup Company
1 Campbell Place
Camden, New Jersey
08103-1799
856-342-4800
October 7,
2011
Notice of Annual Meeting of
Shareowners
Hilton Stamford Hotel and
Executive Meeting Center
One First Stamford
Place
Stamford, CT 06902
Thursday, November 17,
2011
2:00 p.m. Eastern
Time
AGENDA
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1.
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Elect 16 Directors.
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2.
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Ratify appointment of independent registered public
accounting firm.
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3.
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Conduct an advisory vote on executive compensation.
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4.
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Conduct an advisory vote on the frequency of future advisory
votes on executive compensation.
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5.
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Transact any other business properly brought before the
meeting.
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Shareowners of record at the close of business on
September 19, 2011 are entitled to receive notice of the
meeting and to vote. This year the Company has again decided to
provide access to its proxy materials, including its annual
report, to certain shareowners of record, depending upon the
number of shares held by the shareowner and including certain
Company savings plan participants, via the Internet instead of
mailing those shareowners copies of the materials. The Company
expects that this decision will reduce the amount of paper
necessary to produce the materials, as well as the costs
associated with mailing the materials to all shareowners. On or
about October 7, 2011, the Company began mailing a Notice of
Internet Availability of Proxy Materials
(e-proxy
notice) to certain shareowners of record and posted its
proxy materials for those shareowners on the Web site referenced
in the
e-proxy
notice (www.envisionreports.com/cpb). On or about October
7, 2011, the Company also began delivering the proxy statement
and the accompanying proxy card to the remaining shareowners of
record. If you do not own shares in your own name, you may
access the Companys Notice of Annual Meeting and Proxy
Statement and its annual report, including the
Form 10-K
for the fiscal year ended July 31, 2011, at
www.edocumentview.com/cpb.
Your vote is important. In order to have as many shares as
possible represented, kindly CAST YOUR VOTE BY INTERNET OR
PHONE OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENVELOPE PROVIDED (see instructions on your proxy card or
e-proxy
notice).
By Order of the Board of Directors,
Kathleen M. Gibson
Vice President and Corporate Secretary
Important.
Please note that an admission ticket is required in order to
attend the Annual Meeting. If you plan to attend, please request
a ticket. If shares were registered in your name as of
September 19, 2011, please check the appropriate box on
your proxy card or when voting on the Internet, or indicate when
prompted if voting by telephone. A ticket of admission will be
forwarded to you. If your shares are held in the name of a
broker or other nominee, please follow the instructions on
page 60 to obtain an admission ticket. If you plan to
attend the meeting, please bring government-issued photographic
identification. You will need an admission ticket and this
identification in order to be admitted to the meeting.
Table of
Contents
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n
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Denotes items to be voted on at the meeting. |
Shareowners may receive copies of the Companys Annual
Report on
Form 10-K
for the fiscal year ended July 31, 2011, Code of Business
Conduct and Ethics, Corporate Governance Standards, and the
charters of the four standing committees of the Board of
Directors, without charge, by:
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(1)
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writing to Investor Relations, Campbell Soup Company, 1
Campbell Place, Camden,
NJ 08103-1799;
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(2)
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calling
1-800-840-2865;
or
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(3)
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e-mailing
the Companys Investor Relations Department at
investorrelations@campbellsoup.com.
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These documents are also available on the Companys Web
site at www.campbellsoupcompany.com.
Shareowners may elect to receive future distributions of
annual reports and proxy statements by electronic delivery and
vote Campbell shares on-line. To take advantage of this service
you will need an electronic mail
(e-mail)
account and access to an Internet browser. To enroll, go to the
investor center section on www.campbellsoupcompany.com
and click on
E-Delivery
of Materials. If your shares are registered in your name,
you will be asked to enter your account number, which is printed
on your dividend check or Dividend Reinvestment Statement. If
your shares are held by a broker, you will need your account
number with the broker.
Item 1
Election of
Directors
Your Board of
Directors Recommends a Vote For ALL
Nominees
The Board of Directors of the Company, pursuant to the By-Laws,
has determined that the number of directors of the Company shall
be 16. The directors are to be elected to hold office until the
next Annual Meeting of the Shareowners and until their
successors are elected and shall have qualified. Directors are
elected by a plurality of the votes cast.
The Governance Committee is responsible for investigating,
reviewing and evaluating the qualifications of candidates for
membership on the Board and for assessing the contributions and
performance of directors eligible for re-election. It is also
responsible for recommending director nominees for approval by
the Board and nomination for election at the Annual Meeting of
Shareowners.
Director
Qualifications
The Governance Committee believes that a nominee for election to
the Campbell Board should, at minimum:
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be a person of the highest integrity;
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have the ability to exercise independent judgment;
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be committed to act in the best interest of all shareowners;
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abide by exemplary standards of business and professional
conduct;
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have the skills and judgment to discharge the duties and
responsibilities of a director;
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be willing and able to devote the proper time and attention to
fulfill the responsibilities of a director;
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have no conflicts of interest arising from other relationships
or obligations; and
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have the ability to provide active, objective and constructive
input at meetings of the Board and committees.
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In addition, the Committee believes that, collectively, the
Board should reflect appropriate diversity of thought,
background and experience, and include directors who are:
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reasonably sophisticated about the duties and responsibilities
of directors of a public company;
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knowledgeable about the consumer products industry, business
operations, marketing, finance and accounting;
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respected in the business community;
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knowledgeable about general economic trends; and
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knowledgeable about the standards and practices of good
corporate governance.
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All candidates considered by the Governance Committee for
potential recommendation to the Board as director nominees are
evaluated in light of the minimum qualifications listed above.
When vacancies occur, the Governance Committee also reviews the
overall composition of the Board to determine whether the
addition of a director with one or more of the additional skills
or qualities listed above would be desirable to enhance the
effectiveness of the Board, and whether candidates with other
specific experience or expertise should be sought at that
particular time.
1
Director
Nominees
Fifteen of the current directors are standing for re-election.
Under the Companys Corporate Governance Standards, a
director may not stand for re-election if he or she would be
age 72 or older at the time of election. Harvey Golub has
reached the mandatory retirement age and will retire on
November 17, 2011. In September 2011, the Governance
Committee recommended, and the Board approved,
Tracey T. Travis as a director nominee in accordance
with the selection process described on page 19.
Ms. Travis has consented to her nomination to the Board.
All of the nominees are independent directors, except
Ms. Morrison and Mr. van Beuren. If a nominee becomes
unable or unwilling to serve, proxies will also be voted for
election of such person as shall be designated by the Board of
Directors. Management knows of no reason why any nominee shall
be unable or unwilling to serve. Except as otherwise specified
in the proxy, proxies will be voted for election of the nominees
named below.
Biographical information on the experience, qualifications and
skills of the director nominees is included below.
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Edmund M. Carpenter
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Edmund M. Carpenter, 69, was elected to the Board of Directors in 1990. He is Chairman of the Finance and Corporate Development Committee and also currently serves on the Compensation and Organization Committee. He is an Operating Partner at Genstar Capital, LLC, a middle-market private equity firm that focuses on investments in industrial technology, life sciences, healthcare services, software and business services.
Mr. Carpenter brings to the Board extensive knowledge of organizational and operational management, as well as board leadership experience and financial expertise. From 1998 until his retirement in December 2006, he served as President and Chief Executive Officer of Barnes Group, Inc. Prior to joining Barnes, he was a Senior Managing Director of Clayton Dubilier & Rice. From 1988 to 1995, he was the Chairman and Chief Executive Officer of General Signal Corporation. Earlier in his career, Mr. Carpenter was President, Chief Operating Officer, and a Director of ITT Corporation. During his seven-year association with ITT, he served as Vice President and Group Executive for ITT Automotive Products Worldwide and as President and Chief Executive of ITT Industrial Technology Corporation.
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Other Public Company Board Service (2006-Present)
Altra Holdings, Inc. (2007 to present)
Barnes Group, Inc. (1998 to 2006)
Dana Holding Corporation (formerly Dana Corporation
1991 to 2006)
2
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Paul R. Charron
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Paul R. Charron, 69, was elected to the Board of Directors in 2003 and became non-executive Chairman of the Board in 2009. He is currently a Senior Advisor at Warburg Pincus, a private equity firm.
Mr. Charron has a wealth of experience as a board leader and as a seasoned executive of global consumer product companies. In 1995 he became President and Chief Executive Officer of Liz Claiborne Inc., having served for the previous year as Vice Chairman and Chief Operating Officer. He was elected Chairman of that company in May 1996 and retired as Chairman and Chief Executive Officer in 2006.
Earlier in his career, Mr. Charron was Executive Vice President of VF Corporation, a large publicly held apparel manufacturer. Before joining VF in 1988, he served as President and Chief Operating Officer of Brown & Bigelow, a Minnesota-based promotional products firm. He also served as Senior Vice President, sales and marketing at Cannon Mills Company, and held marketing management positions at General Foods Corporation. Mr. Charron began his business career in the brand management organization at Procter & Gamble.
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Other Public Company Board Service (2006-Present)
Liz Claiborne Inc. (1994 to 2006)
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Bennett Dorrance
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Bennett Dorrance, 65, was elected to the Board of Directors in 1989. Mr. Dorrance is Co-Chair of the Governance Committee and serves on the Compensation and Organization Committee. He is Managing Director and a co-founder of DMB Associates, a real estate development firm headquartered in Phoenix, Arizona, which specializes in large master planned communities, and is also a director of several privately held corporations and partnerships.
In addition to his expertise in real estate development and operational management, Mr. Dorrance has extensive knowledge of Campbell Soup Companys history, organization and culture. As a major shareowner, a descendent of the Companys founder, and a director who has served on the Board for 22 years, he brings the perspective of a long-term, highly committed shareowner to the deliberations and decisions of the Board.
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Other Public Company Board Service (2006-Present)
Insight Enterprises, Inc. (2004 to present)
3
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Lawrence C. Karlson
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Lawrence C. Karlson, 68, was elected to the Board of Directors in 2009. He serves on the Audit Committee and the Finance and Corporate Development Committee. He is currently an independent consultant for industrial and technology companies.
Mr. Karlson has broad management, operational and leadership experience, both from his business career and from his service on the boards of numerous private and public companies in the United States and Europe. He was the Chairman and Chief Executive Officer of Berwind Financial Corporation from 2001 to 2004. Mr. Karlson began his career at Fisher & Porter Co., where he served in various positions of increasing responsibility, including Director and President of U.S. Operations. In 1983, Mr. Karlson formed Nobel Electronics, an instruments manufacturing company that subsequently merged with Pharos AB, where he served as a director and became President and Chief Executive Officer. In 1990 Pharos acquired Spectra Physics. He served the successor company, Spectra Physics AB, as director and non-executive Chairman until his retirement.
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Other Public Company Board Service (2006-Present)
CDI Corp. (1989 to present)
H & E Equipment Services, Inc. (2005 to present)
Mikron Infrared Company, Inc. (2000 to 2007)
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Randall W. Larrimore
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Randall W. Larrimore, 64, was elected to the Board of Directors in 2002. He is Co-Chair of the Governance Committee and also serves on the Audit Committee. He is currently a director of Olin Corporation, where he is Chair of the Governance Committee and a member of the Audit and Compensation Committees.
Mr. Larrimore brings to Campbell strong management expertise, business acumen, board experience and considerable knowledge of consumer marketing and the packaged goods industry. From 2003 to 2005, he was non-executive Chairman of Olin Corporation. From 1997 to 2002, he served as President and Chief Executive Officer and a director of United Stationers, Inc., a wholesaler and distributor of office products. Prior to joining United Stationers, Mr. Larrimore was President and Chief Executive Officer of MasterBrand Industries, Inc., a subsidiary of Fortune Brands, Inc. He also served as Chairman and CEO of the Master Lock Company and Chairman of Moen Incorporated. He was President of Beatrice Home Specialties from 1983 until 1988 (prior to its acquisition by Fortune Brands), and held executive positions at PepsiCo, including the position of President of Pepsi-Cola Italy. Earlier in his career, Mr. Larrimore was a senior consultant with McKinsey & Company and worked in brand management with Richardson-Vicks, now a part of Procter & Gamble.
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Other Public Company Board Service (2006-Present)
Olin Corporation (1997 to present)
4
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Mary Alice Dorrance Malone
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Mary Alice Dorrance Malone, 61, was elected to the Board of Directors in 1990, and currently serves on the Finance and Corporate Development Committee and the Governance Committee. Ms. Malone is President of Iron Spring Farm, Inc., horse breeding and performance centers in Coatesville, Pennsylvania, and Ocala, Florida, which she founded in 1976.
Ms. Malone is an entrepreneur, and a private investor and officer of several private companies. She also serves on the boards of several non-profit organizations and actively participates in various philanthropic organizations. As a descendant of the founder of the Company, a major shareowner, and a director with more than 20 years of service, Ms. Malone brings to the Board extensive knowledge of the Companys history, organization and culture, and the perspective of a long-term, highly committed shareowner.
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Other Public Company Board Service (2006-Present)
None
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Sara Mathew
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Sara Mathew, 56, was elected to the Board of Directors in 2005, and serves on the Audit Committee and Compensation and Organization Committee. Since July 2010, she has served as Chairman of the Board and Chief Executive Officer of The Dun & Bradstreet Corporation.
Ms. Mathew brings to Campbell valuable insight and experience in global business and financial matters. Before assuming her current role at Dun & Bradstreet, she served as President and Chief Executive Officer from January 2010 to July 2010; President and Chief Operating Officer from 2007 to 2009; President, U.S. from 2006 to 2007; President, International in 2006; and Chief Financial Officer from 2001 to 2007. In her preceding 18-year career at Procter & Gamble, she held a number of executive positions, including Vice President of Finance with responsibility for Australia, Asia and India, and a series of finance and marketing positions, including Assistant Treasurer and Director of Investor Relations, Comptroller for the Paper Products division, and Comptroller and Chief Financial Officer of the Global Baby Care business unit.
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Other Public Company Board Service (2006-Present)
The Dun & Bradstreet Corporation (2008 to present)
5
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Denise M. Morrison
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Denise M. Morrison, 57, was elected President and Chief Executive Officer of Campbell Soup Company, effective August 1, 2011. She was elected to the Board of Directors as of October 1, 2010.
Ms. Morrison has over 35 years of experience in the consumer packaged goods industry. She joined Campbell in April 2003 as Senior Vice President and President-Global Sales/Chief Customer Officer, and was appointed President of Campbell USA in 2005. She served as Senior Vice President and President of North America Soup, Sauces and Beverages from October 2007 until September 2010 and as Executive Vice President and Chief Operating officer from October 2010 until assuming her current role. From 1995 to 2003, she was employed by Kraft Foods and Nabisco, serving most recently as Executive Vice President and General Manager of Kraft Foods Snacks and Confections divisions. Ms. Morrison began her career at Procter & Gamble in 1975, and later worked at PepsiCo in trade and business development, and at Nestle USA, where she held senior marketing and sales positions.
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Other Public Company Board Service (2006-Present)
The Goodyear Tire and Rubber Company (2005 to April 2011)
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William D. Perez
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William D. Perez, 63, was elected to the Board of Directors in 2009. Mr. Perez serves on the Audit Committee and the Governance Committee. He is currently a Senior Advisor with Greenhill & Co., Inc.
Mr. Perez has significant experience in the global consumer products businesses and board leadership. In December 2008, he retired as President and Chief Executive Officer of the Wm. Wrigley Jr. Company, a leading global confectioner and the worlds largest manufacturer and marketer of chewing gum, where he was the first person outside of the Wrigley family to serve as CEO. Before joining Wrigley, Mr. Perez was President and Chief Executive Officer of Nike, Inc. He previously spent 34 years with S.C. Johnson & Son, Inc., a multi-billion dollar privately-held global consumer products company, including eight years as President and Chief Executive Officer.
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Other Public Company Board Service (2006-Present)
Johnson & Johnson Company (2007 to present)
Kellogg Company (2000 to 2006)
Nike, Inc. (2004 to 2006)
Whirlpool Corporation (2009 to present)
Wm. Wrigley Jr. Company (2006 to 2008)
6
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Charles R. Perrin
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Charles R. Perrin, 66, was elected to the Board of Directors in 1999. Mr. Perrin is Chairman of the Compensation and Organization Committee and also serves on the Audit Committee. He has been the non-executive Chairman of Warnaco Group, Inc., since March 2004.
Mr. Perrin brings to the Board substantial experience in and perspective on consumer marketing, business operations and the packaged goods industry. In January 1998 he joined Avon Products, Inc. as Vice Chairman and Chief Operating Officer, and served as Chief Executive Officer of that company from June 1998 to November 1999. From 1994 to 1996, he was Chairman and Chief Executive Officer of Duracell International, Inc. He joined Duracell in 1985 as President of Duracell USA, and later held a number of other executive positions, including President and Chief Operating Officer of Duracell International, Inc. from 1992 to 1994. He previously worked at Cheeseborough-Ponds, Inc., where he held a series of sales, marketing and general management positions and served as President of the Packaged Food Division. Mr. Perrin began his business career at General Foods Corporation.
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Other Public Company Board Service (2006-Present)
Warnaco Group, Inc. (2004 to present)
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A. Barry Rand
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A. Barry Rand, 66, was elected to the Board of Directors in 2005, and serves on the Compensation and Organization Committee and the Finance and Corporate Development Committee. In April 2009, Mr. Rand was elected Chief Executive Officer of AARP, the nations largest non-profit and advocacy organization. He is also Chairman of the Board of Trustees of Howard University.
Mr. Rand brings to the Companys Board a strong mix of organizational and operational management skills and board leadership experience. From 2003 to 2005, he was the Chairman of Aspect Communications, a leading provider of enterprise customer contact center solutions. During the same period, he also served as Chairman and Chief Executive Officer of Equitant, which manages the order-to-cash process for Fortune 500 companies. Mr. Rand was Chairman and Chief Executive Officer of Avis Group Holdings, Inc. from 1999 to 2001. He completed his previous 30-year executive career with Xerox Corporation ending as Executive Vice President of Worldwide Operations.
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Other Public Board Service (2006-Present)
Agilent Technologies, Inc. (2000 to present)
7
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Nick Shreiber
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Nick Shreiber, 62, was elected to the Board of Directors in 2009, and serves on the Finance and Corporate Development Committee and the Governance Committee. Mr. Shreiber currently advises and coaches executives of international companies on issues relating to strategy, leadership and organization.
Mr. Shreiber brings strong international and operational experience to the Board, with more than 30 years of senior leadership experience in both line management and management consulting. In 2005 he completed an 18-year career at Tetra Pak Group, a world leader in packaging and processing solutions for food, during the last five of which he served as President and Chief Executive Officer. He previously was a partner with McKinsey & Co., where he spent eight years with engagement responsibility for major clients in Europe and Latin America in diverse industrial and service sectors.
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Other Public Company Board Service (2006-Present)
Radiant Systems, Inc. (March 2011 to August 2011)
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Tracey T. Travis
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Tracey T. Travis, 49, is a new nominee to the Campbell Board of Directors. Since 2005, she has been Senior Vice President of Finance and Chief Financial Officer at Ralph Lauren Corporation, with responsibility for worldwide corporate finance and oversight of investor relations and information technology.
Ms. Travis possesses valuable business experience and particular strength in the areas of financial management and reporting, brand building and operational management. Before assuming her current role at Ralph Lauren Corporation, she served as Senior Vice President of Finance for Limited Brands, Inc. from 2002 to 2004 with responsibility for operational finance for all divisions. From 2001 to 2002, she was Chief Financial Officer of Intimate Brands, Inc., a division of Limited Brands. Ms. Travis served as Chief Financial Officer of the Beverage Can Americas Group of American National Can from 1999 to 2001, and held various management positions at PepsiCo and Pepsi Bottling Group from 1989 to 1999, including Group Manager Marketing Planning, Chief Financial Officer Michigan Business Unit and General Manager Market Unit. She began her career as an engineer with General Motors Corporation in 1983 and went on to work in various financial roles.
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Other Public Company Board Service (2006-Present)
Jo-Ann Stores, Inc. (2003 to March 2011)
8
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Archbold D. van Beuren
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Archbold D. van Beuren, 54, was elected to the Board of Directors in 2009. Mr. van Beuren serves on the Finance and Corporate Development Committee.
Mr. van Beuren brings to the Board wide-ranging skills in operational management and extensive knowledge of the Company, its customers, its products and the food industry. He began his 26-year career with Campbell in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier; President of a division responsible for the North America Foodservice business and the Companys Canadian, Mexican and Latin American businesses; and Senior Vice President and President Global Sales and Chief Customer Officer from 2007 until his retirement from Campbell in October 2009. Mr. van Beuren began his career as an analyst with Belden & Associates Investments in 1979 and in 1980 moved to Triton Press, where he was Manager of Sales and Marketing.
Mr. van Beuren is on the board of Bissell Company, Inc. He is a descendant of the founder of the Company.
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Other Public Company Board Service (2006-Present)
None
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Les C. Vinney
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Les C. Vinney, 62, was elected to the Board of Directors in 2003. He is Chairman of the Audit Committee and also serves on the Governance Committee. Mr. Vinney retired as President and CEO of STERIS Corporation in 2007, and served on the Board of the Federal Reserve Bank of Cleveland from 2005 through 2010.
Mr. Vinney brings to the Board extensive experience and perspective in the areas of accounting, finance and business operations. After joining STERIS Corporation in 1999 as Senior Vice President and Chief Financial Officer, he was elected President and Chief Executive Officer of that company from 2000 to 2007. From 2007 to 2009, Mr. Vinney served as a Senior Advisor to STERIS. Prior to joining STERIS, Mr. Vinney worked at Goodrich Corporation, which he joined in 1991 as Vice President of Finance Specialty Chemicals and where he held successive executive positions until his election as Senior Vice President and Chief Financial Officer in 1998. Prior to joining Goodrich, Mr. Vinney held a number of senior operating and financial management positions with Engelhard Corporation. He began his career at Exxon Corporation in 1972 in financial management.
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Other Public Company Board Service (2006-Present)
Patterson Companies, Inc. (2008 to present)
STERIS Corporation (2000 to 2007)
9
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Charlotte C. Weber
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Charlotte C. Weber, 68, was elected to the Board of Directors in 1990. Ms. Weber serves on the Compensation and Organization Committee and the Governance Committee. She is a private investor and President and Chief Executive Officer of Live Oak Properties, a privately-held real estate management company.
Ms. Weber serves as the president of several private entities and also actively participates in various philanthropic organizations that assist educational and cultural institutions. As a descendant of the founder of the Company and a major shareowner, she brings to the Board a valuable perspective as a long-term investor with extensive knowledge of the Companys historical development, organization, governance and culture.
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Other Public Company Board Service (2006-Present)
None
10
Security
Ownership of Directors and Executive Officers
The following table sets forth information regarding beneficial
ownership as of the record date (except where otherwise
indicated) of Campbells Capital Stock by each director and
director nominee, by each of the named executive officers
identified in the Fiscal 2011 Summary Compensation Table
included in this proxy statement, and by all directors and
executive officers as a group. The table also sets forth
Campbell stock units credited to each individuals deferred
compensation account upon deferral of previously earned
compensation
and/or
pending awards of restricted stock units. Additional stock units
are credited to the deferred accounts to reflect the accrual of
dividends. The individuals are fully at risk as to the value of
the Campbell stock units in their deferred accounts. The table
also includes unvested, non-deferred restricted share units
granted to executives under the Companys Long-Term
Incentive Program. Stock units in deferred accounts and unvested
restricted share units granted under the Long-Term Incentive
Program do not carry voting rights, but the individuals do have
a pecuniary interest in these units.
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Number of
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Number of
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Restricted
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Number of
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Total
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Campbell Stock
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Share
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Shares
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Vested Options
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Beneficial(a)
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Units Deferred
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Units
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Total
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Edmund M. Carpenter
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26,601
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60,536
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87,137
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16,220
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0
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103,357
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Paul R. Charron
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12,315
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28,516
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40,831
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23,010
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0
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63,841
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Bennett Dorrance(b)
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46,305,127
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82,085
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46,387,212
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22,046
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0
|
|
|
|
|
46,409,258
|
|
Harvey Golub
|
|
|
|
7,763
|
|
|
|
|
105,495
|
|
|
|
|
113,258
|
|
|
|
|
111,101
|
|
|
|
|
0
|
|
|
|
|
224,359
|
|
Lawrence C. Karlson
|
|
|
|
7,981
|
|
|
|
|
0
|
|
|
|
|
7,981
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
7,981
|
|
Randall W. Larrimore
|
|
|
|
21,794
|
|
|
|
|
36,651
|
|
|
|
|
58,445
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
58,445
|
|
Mary Alice D. Malone(c)
|
|
|
|
54,174,077
|
|
|
|
|
42,476
|
|
|
|
|
54,216,553
|
|
|
|
|
44,684
|
|
|
|
|
0
|
|
|
|
|
54,261,237
|
|
Sara Mathew
|
|
|
|
0
|
|
|
|
|
10,336
|
|
|
|
|
10,336
|
|
|
|
|
29,074
|
|
|
|
|
0
|
|
|
|
|
39,410
|
|
Denise M. Morrison
|
|
|
|
97,591
|
|
|
|
|
168,400
|
|
|
|
|
265,991
|
|
|
|
|
23,297
|
|
|
|
|
135,643
|
|
|
|
|
424,931
|
|
William D. Perez
|
|
|
|
13,030
|
|
|
|
|
0
|
|
|
|
|
13,030
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
13,030
|
|
Charles R. Perrin
|
|
|
|
10,100
|
|
|
|
|
42,476
|
|
|
|
|
52,576
|
|
|
|
|
30,755
|
|
|
|
|
0
|
|
|
|
|
83,331
|
|
A. Barry Rand
|
|
|
|
0
|
|
|
|
|
10,336
|
|
|
|
|
10,336
|
|
|
|
|
16,643
|
|
|
|
|
0
|
|
|
|
|
26,979
|
|
Nick Shreiber
|
|
|
|
10,431
|
|
|
|
|
0
|
|
|
|
|
10,431
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
10,431
|
|
Tracey T. Travis
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
Archbold D. van Beuren(d)
|
|
|
|
20,804,425
|
|
|
|
|
0
|
|
|
|
|
20,804,425
|
|
|
|
|
21,577
|
|
|
|
|
0
|
|
|
|
|
20,826,002
|
|
Les C. Vinney
|
|
|
|
28,765
|
|
|
|
|
23,790
|
|
|
|
|
52,555
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
52,555
|
|
Charlotte C. Weber(e)
|
|
|
|
13,817,572
|
|
|
|
|
42,476
|
|
|
|
|
13,860,048
|
|
|
|
|
27,307
|
|
|
|
|
0
|
|
|
|
|
13,887,355
|
|
Mark R. Alexander
|
|
|
|
61,491
|
|
|
|
|
0
|
|
|
|
|
61,491
|
|
|
|
|
8,356
|
|
|
|
|
92,634
|
|
|
|
|
162,481
|
|
Douglas R. Conant(f)
|
|
|
|
156,437
|
|
|
|
|
2,019,695
|
|
|
|
|
2,176,132
|
|
|
|
|
906,566
|
|
|
|
|
521,616
|
|
|
|
|
3,604,314
|
|
Ellen Oran Kaden
|
|
|
|
147,992
|
|
|
|
|
262,150
|
|
|
|
|
410,142
|
|
|
|
|
51,573
|
|
|
|
|
153,492
|
|
|
|
|
615,207
|
|
B. Craig Owens
|
|
|
|
27,541
|
|
|
|
|
0
|
|
|
|
|
27,541
|
|
|
|
|
5,325
|
|
|
|
|
167,924
|
|
|
|
|
200,790
|
|
*TOTAL
|
|
|
|
135,962,447
|
|
|
|
|
3,279,405
|
|
|
|
|
139,241,852
|
|
|
|
|
1,646,687
|
|
|
|
|
1,532,487
|
|
|
|
|
142,421,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
All directors, director nominees, named executive officers and
other executive officers as a group (27 persons) own 42.7%
of the outstanding shares |
|
(a) |
|
The shares shown include shares of Campbell stock as to which
directors and executive officers can acquire beneficial
ownership because of stock options that are currently vested.
All persons listed own less than 1% of the Companys
outstanding shares of capital stock, except: |
|
|
|
|
|
|
|
% of Outstanding
|
|
|
Shares
|
|
Bennett Dorrance
|
|
|
14.5
|
%
|
Mary Alice D. Malone
|
|
|
16.9
|
%
|
Archbold D. van Beuren
|
|
|
6.5
|
%
|
Charlotte C. Weber
|
|
|
4.3
|
%
|
11
|
|
|
(b) |
|
Bennett Dorrance is a grandson of John T. Dorrance (the founder
of the Company), the brother of Mary Alice D. Malone, and a
first cousin of Charlotte C. Weber. Share ownership shown
includes 33,569,355 shares that are pledged to banks as
collateral for loans. Share ownership shown does not include
1,105,142 shares held by trusts for his children, as to
which shares he disclaims beneficial ownership. Share ownership
shown also does not include shares held by the Dorrance Family
Foundation. See also Principal Shareowners below. |
|
(c) |
|
Mary Alice D. Malone is a granddaughter of John T. Dorrance, the
sister of Bennett Dorrance and a first cousin of Charlotte C.
Weber. Share ownership shown does not include 80,266 shares
held by trusts for her children, as to which shares she
disclaims beneficial ownership. See also Principal
Shareowners below. |
|
(d) |
|
Archbold D. van Beuren is a great grandson of John T. Dorrance.
Share ownership shown includes 19,913,644 shares held by
the Voting Trust (defined in Principal Shareowners
below) as of September 19, 2011 over which he, as a Voting
Trustee, has shared voting power. Share ownership shown also
includes 890,781 shares over which he has sole voting and
dispositive power. Share ownership does not include
180,000 shares held by a trust for his wife, as to which
shares he disclaims beneficial ownership. See also
Principal Shareowners below. |
|
(e) |
|
Charlotte C. Weber is a granddaughter of John T. Dorrance and a
first cousin of Bennett Dorrance and Mary Alice D. Malone. Share
ownership shown includes 13,770,708 shares held indirectly
and for which she has shared voting and dispositive power. Share
ownership shown also includes 1,820,000 shares that are
pledged to a bank as security for a revolving credit loan. |
|
(f) |
|
Share ownership information for Douglas R. Conant is as of
July 31, 2011, the last date on which he served as
President and Chief Executive Officer and as a Director of
Campbell Soup Company and the last date on which he was an
executive officer of the Company. |
12
Security
Ownership of Certain Beneficial Owners
At the close of business on September 19, 2011, the record
date for the meeting, there were outstanding and entitled to
vote 320,250,424 shares of Campbell Capital Stock, all
of one class and each having one vote. The holders of a majority
of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitute a quorum for the
meeting.
Principal
Shareowners
Information concerning the owners of more than 5% of the
outstanding Campbell Capital Stock as of the record date for the
meeting follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
Amount/Nature of
|
|
Outstanding
|
Name/Address
|
|
Beneficial Ownership
|
|
Stock
|
|
Bennett Dorrance
DMB Associates
7600 E. Doubletree Ranch Road
Scottsdale, AZ 85258
|
|
|
46,305,127(1
|
)
|
|
|
14.5
|
%
|
|
|
|
|
|
|
|
|
|
Mary Alice D. Malone
Iron Spring Farm, Inc.
75 Old Stottsville Road
Coatesville, PA 19320
|
|
|
54,174,077(2
|
)
|
|
|
16.9
|
%
|
|
|
|
|
|
|
|
|
|
John A. van Beuren, Archbold D. van Beuren and David C.
Patterson, Voting Trustees under the Major Stockholders
Voting Trust dated as of June 2, 1990 (Voting
Trust) and related Persons
P.O. Box 545
Boca Grande, FL 33921(4)
|
|
|
24,433,997(3)
|
|
|
|
7.6%
|
|
|
|
|
(1) |
|
A director nominee. See note (b) on page 12. |
|
(2) |
|
A director nominee. See note (c) on page 12. |
|
(3) |
|
Archbold D. van Beuren is a director nominee. See note
(d) on page 12. |
|
|
|
Total disclosed above is as of September 19, 2011 and
includes 19,913,644 shares (6.2% of the outstanding shares)
held by the Voting Trust and 4,520,353 shares held outside
the Voting Trust by Voting Trust participants or by persons
related to them, for a total of 24,433,997 shares (7.6% of
the outstanding shares). |
|
|
|
Participants in the Voting Trust have certain rights to withdraw
shares deposited with the Voting Trustees, including the right
to withdraw these shares prior to any annual or special meeting
of the Companys shareowners. Dispositive power as used
above means the power to direct the sale of the shares; in some
cases it does not include the power to direct how the proceeds
of a sale can be used. The Voting Trust was formed by certain
descendants (and spouses, fiduciaries and a related foundation)
of the late John T. Dorrance. The participants have indicated
that they formed the Voting Trust as a vehicle for acting
together as to matters which may arise affecting the
Companys business, in order to obtain their objective of
maximizing the value of their shares. The Voting Trustees will
act for participants in communications with the Companys
Board of Directors. Participants believe the Voting Trust may
also facilitate communications between the Board and the
participants. |
|
(4) |
|
Under the Voting Trust Agreement, all shares held by the
Voting Trust will be voted by the Voting Trustees, whose
decision must be approved by two of the three Voting Trustees.
The Voting Trust continues until December 31, 2013, unless
it is sooner terminated or extended. |
Unless otherwise noted, the foregoing information relating to
Principal Shareowners is based upon the Companys stock
records and data supplied to the Company by the holders as of
the record date for the meeting.
13
Corporate
Governance
The Board of Directors is responsible for overseeing the
business of the Company, and the competence and integrity of its
management, to serve the long-term interests of the shareowners.
The Board believes that sound corporate governance is essential
to diligent and effective fulfillment of its oversight
responsibilities.
Corporate
Governance Standards
Campbell first published Corporate Governance Standards in its
proxy statement in 1992. The Companys current Corporate
Governance Standards appear in Appendix A. Also set forth
in Appendix A are procedures by which interested persons
can communicate concerns to the Board of Directors and the Audit
Committee.
Director
Independence
A statement of standards that the Board has adopted to assist it
in evaluating the independence of Campbell directors is set
forth in Appendix A, and appears in the governance section
of the Companys Web site at
www.campbellsoupcompany.com. The Standards for the
Determination of Director Independence (the
Standards) describe various types of relationships
that could potentially exist between a director and the Company,
and define the thresholds at which such relationships would be
deemed material. The Board will deem a director to be
independent if (i) no relationship exists that would
disqualify the director under the guidelines set forth in
paragraphs 1 and 2 of the Standards, and (ii) the
Board has determined, based on all relevant facts and
circumstances, that any other relationship between the director
and the Company, not covered by paragraphs 1 and 2 of the
Standards, is not material. In any case in which the Board makes
the latter determination, the relationship will be disclosed in
the proxy statement, along with the basis for the Boards
conclusion that it is not material.
The Board has determined that no relationship exists between the
Company and any nominee for director listed in this proxy
statement, except Ms. Morrison and Mr. van Beuren, which
would influence or impair the nominees independence as a
director. Mr. van Beuren served as an executive officer of the
Company until October 2009. Each of the following directors and
director nominees is independent under the rules of the New York
Stock Exchange and the Standards set forth in Appendix A:
|
|
|
Edmund M. Carpenter
|
|
Sara Mathew
|
Paul R. Charron
|
|
William D. Perez
|
Bennett Dorrance
|
|
Charles R. Perrin
|
Harvey Golub
|
|
A. Barry Rand
|
Lawrence C. Karlson
|
|
Nick Shreiber
|
Randall W. Larrimore
|
|
Tracey T. Travis
|
Mary Alice D. Malone
|
|
Les C. Vinney
|
|
|
Charlotte C. Weber
|
Board Leadership
Structure
Campbell has a longstanding tradition of separating the roles of
Chairman of the Board and Chief Executive Officer. The Board
continues to believe that this is the most appropriate
leadership structure for the Company. The principal
responsibility of the Chief Executive Officer is to manage the
business. The principal responsibilities of the Chairman of the
Board are to manage the operations of the Board of Directors and
its committees and provide counsel to the Chief Executive
Officer on behalf of the Board.
Board Committee
Structure
Pursuant to the By-Laws, the Board had established four standing
committees as of the record date: the Audit Committee, the
Compensation and Organization Committee, the Finance and
Corporate Development Committee and the Governance Committee.
Each of the standing committees has a charter that is reviewed
14
annually by that committee. Proposed changes to the charter of
any standing committee are reviewed by the Governance Committee
and approved by the Board. The committee charters are available
in the governance section of the Companys Web site at
www.campbellsoupcompany.com.
All members of the Audit Committee, the Compensation and
Organization Committee and the Governance Committee are
independent directors as defined by the rules of the New York
Stock Exchange and the Standards set forth in Appendix A.
All members of the Audit Committee also satisfy the independence
requirements for audit committee members set forth in the SEC
rules.
Membership in the standing committees as of the record date,
September 19, 2011, was as follows:
|
|
|
|
|
Compensation
|
Audit
|
|
and Organization
|
|
Les C. Vinney, Chair*
|
|
Charles R. Perrin, Chair
|
Lawrence C. Karlson
|
|
Edmund M. Carpenter
|
Randall W. Larrimore
|
|
Bennett Dorrance
|
Sara Mathew
|
|
Harvey Golub
|
William D. Perez
|
|
Sara Mathew
|
Charles R. Perrin
|
|
A. Barry Rand
|
|
|
Charlotte C. Weber
|
|
|
|
Finance and
|
|
|
Corporate Development
|
|
Governance
|
|
Edmund M. Carpenter, Chair
|
|
Bennett Dorrance, Co-chair
|
Harvey Golub
|
|
Randall W. Larrimore, Co-chair
|
Lawrence C. Karlson
|
|
Mary Alice D. Malone
|
Mary Alice D. Malone
|
|
William D. Perez
|
A. Barry Rand
|
|
Nick Shreiber
|
Nick Shreiber
|
|
Les C. Vinney
|
Archbold D. van Beuren
|
|
Charlotte C. Weber
|
|
|
|
* |
|
The Board has determined that Les C. Vinney is an audit
committee financial expert as defined by the SEC rules. |
The principal responsibilities of the standing committees, and
the number of meetings held by each committee in fiscal 2011,
were as follows:
15
|
|
Audit Committee
|
10 meetings in
fiscal 2011
|
|
|
|
|
l
|
Evaluates the performance of and selects the Companys
independent registered public accounting firm, subject only to
ratification by the shareowners;
|
|
|
l
|
Reviews the scope and results of the audit plans of the
independent registered public accounting firm and the internal
auditors;
|
|
|
l
|
Oversees the adequacy and effectiveness of the Companys
internal controls and disclosure controls and procedures;
|
|
|
l
|
Reviews the performance and resources of the internal audit
function, which reports directly to the Audit Committee;
|
|
|
l
|
Confers independently with the internal auditors and the
independent registered public accounting firm;
|
|
|
l
|
Reviews the Companys financial reporting and accounting
principles and standards and the audited financial statements to
be included in the annual report;
|
|
|
l
|
Reviews the Companys quarterly financial results and
related disclosures;
|
|
|
l
|
Approves all permissible non-audit services to be performed by
the independent registered public accounting firm and all
relationships that the independent registered public accounting
firm has with the Company;
|
|
|
l
|
Determines the appropriateness of fees for audit and non-audit
services performed by the independent registered public
accounting firm; and
|
|
|
l
|
Reviews the Companys compliance and ethics program and
Code of Business Conduct and Ethics.
|
|
|
Compensation and
Organization Committee |
7 meetings in
fiscal 2011
|
|
|
|
|
l
|
Conducts an annual performance evaluation of the Chief Executive
Officer by all independent directors;
|
|
|
l
|
Determines and approves the salary and incentive compensation,
including bonus and performance restricted stock, for the Chief
Executive Officer, with input from the other independent
directors;
|
|
|
l
|
Reviews and approves the salaries and incentive compensation for
senior executives;
|
|
|
l
|
Reviews and approves the short-term and long-term incentive
compensation programs, including the performance goals;
|
|
|
l
|
Reviews the executive salary structure and the apportionment of
compensation among salary and short-term and long-term incentive
compensation;
|
|
|
l
|
Reviews and approves the total incentive compensation to be
allocated annually to employees;
|
|
|
l
|
Reviews and recommends to the Board significant changes in the
design of employee benefit plans;
|
|
|
l
|
Reviews major organizational changes; and
|
|
|
l
|
Reviews executive organization and principal programs for
executive development, and annually reports to the Board on
management development and succession planning.
|
For a discussion of the process by which the Compensation and
Organization Committee determines executive compensation and the
roles of executive officers and the Committees independent
compensation consultant in determining executive compensation in
fiscal 2011, see Corporate Governance of Executive
Compensation on page 24.
16
|
|
Finance and
Corporate Development Committee |
6 meetings in
fiscal 2011
|
|
|
|
|
l
|
Reviews and recommends to the Board all issuances, sales or
repurchases of equity and long-term debt;
|
|
|
l
|
Reviews and recommends changes in the Companys capital
structure;
|
|
|
l
|
Reviews and recommends the financing plan, dividend policy,
capital budget and capital expenditure program;
|
|
|
l
|
Reviews and recommends acquisitions, divestitures, joint
ventures, partnerships or combinations of business interests;
|
|
|
l
|
Reviews financial risks and the Companys principal
policies, procedures and controls with respect to investment and
derivatives, foreign exchanges and hedging transactions;
|
|
|
l
|
Recommends proposed appointments to the Administrative Committee
of the Companys 401(k) savings plan and pension
plans; and
|
|
|
l
|
Oversees the administration and the investment policies and
practices of the Companys 401(k) saving plan and pension
plans.
|
|
|
Governance
Committee |
6 meetings in
fiscal 2011
|
Reviews and makes recommendations to the Board regarding:
|
|
|
|
l
|
The organization and structure of the Board;
|
|
|
l
|
Qualifications for director candidates;
|
|
|
l
|
Candidates for election to the Board;
|
|
|
l
|
Evaluation of the Chairmans performance;
|
|
|
l
|
Candidates for the position of Chairman of the Board;
|
|
|
l
|
Chairpersons and members for appointment to the Board Committees;
|
|
|
l
|
Remuneration for Board members who are not employees; and
|
|
|
l
|
The role and effectiveness of the Board, the respective Board
Committees and the individual directors in the Companys
corporate governance process.
|
The Governance Committee determines the amount and design of all
compensation provided to non-employee directors. The Senior Vice
President-Law and Government Affairs and the Vice President and
Corporate Secretary make recommendations to the Governance
Committee regarding changes to the director compensation
program. The Governance Committee also reviews any transaction
with a related person, in accordance with the Boards
policy concerning such transactions.
The Governance Committee seeks potential nominees for Board
membership in various ways and will consider suggestions
submitted by shareowners. See pages 19 and 20 regarding the
procedures for submitting nominee information.
Actions taken by any of the standing committees are reported to
the Board. Generally, all members of the Board receive copies of
the minutes of all committee meetings and copies of the
materials distributed in advance of the meetings for all of the
committees.
Compensation and
Organization Committee Interlocks and Insider
Participation
There are no Compensation and Organization Committee interlocks
and all members of the Committee are independent.
17
Evaluations of
Board Performance
Since 1995, the Boards Governance Committee has led annual
evaluations of Board performance. The evaluation process is
designed to facilitate ongoing, systematic examination of the
Boards effectiveness and accountability, and to identify
opportunities for improving its operations and procedures.
In accordance with the requirements of the Corporate Governance
Listing Standards of the New York Stock Exchange, in 2011, the
Board completed an evaluation process focusing on the
effectiveness of the performance of the Board as a whole, and
each standing committee conducted a separate evaluation of its
own performance and of the adequacy of its charter. The
Governance Committee designed and coordinated the Board
evaluation and reported on its results. Each committee also
reported to the Board on the results of its annual
self-evaluation.
In the Board evaluation process, each non-employee director
completed an evaluation form that solicited directors
comments and numerical ratings on 30 questions relating to the
qualifications and responsibilities of directors, the
effectiveness of Board and committee operations, and the
oversight of management. Following review and discussion of a
composite report by the Governance Committee, its Co-Chairs
presented a report to the Board that provided recommendations to
enhance Board effectiveness based upon the responses received in
this process.
In the committee evaluation process, the members of each
standing committee completed an evaluation form that elicited
numerical ratings of, and written comments on, the
appropriateness of the committees charter and the adequacy
of the written materials distributed in advance of meetings, the
time available for discussion of important policy matters, and
the manner in which specific committee responsibilities were
discharged. Following discussion of a composite report within
each committee, the chair of the committee reported to the Board
regarding its overall findings and recommendations to improve
committee operations.
Director
Continuing Education
Since fiscal 2005, the Company has maintained a formal program
of continuing education for directors. In September 2010, the
Governance Committee revised the program and established the
expectation that each Director complete a total of 16 hours
of director continuing education over the course of two years
through a combination of Company-sponsored courses or events,
in-person or online director education programs sponsored by
outside parties, online training courses offered as part of the
Companys compliance training program for employees and
certain other educational experiences as may be approved by the
Governance Committee from time to time. In fiscal 2011,
directors participated in Company-sponsored sessions on
business-related topics, and also participated in courses
provided by outside parties covering various governance matters
and issues of concern to audit and compensation committee
members.
Board Oversight
of Enterprise Risk
In accordance with New York Stock Exchange Corporate Governance
Listing Standards, the Audit Committee charter assigns to that
committee the responsibility to review the Companys
policies and practices with respect to risk assessment and risk
management, including major financial risk exposures, and the
steps management has taken to monitor and control such
exposures. As noted in the commentary to the Listing Standards,
enterprise risk management is fundamentally a responsibility of
the Companys management, but the Audit Committee is
charged with reviewing the policies and practices that govern
this process.
In 2006, the Audit Committee recommended, and the Board
approved, a framework pursuant to which the Board as a whole and
each of the standing committees have been assigned specific
accountabilities for review of the Companys management of
certain categories of enterprise risk. The responsibilities
reflected in the framework are included in the annual schedules
of recurring agenda items for the Board and the respective
committees, and the Audit Committee reviews the framework
annually. In addition, a review of the principal enterprise
risks whose oversight is assigned to the Board as a whole, and
of the process by which those risks are managed and monitored,
is incorporated in the Boards annual strategic planning
process.
18
Process for
Nomination and Evaluation of Candidates for Director
The Governance Committee is responsible for investigating,
reviewing and evaluating the qualifications of candidates for
membership on the Board and for assessing the contributions and
performance of directors eligible for re-election. It is also
responsible for recommending director nominees for approval by
the Board and nomination for election at the Annual Meeting of
Shareowners.
Recommendation of New Nominees. When
vacancies on the Board arise due to the retirement or
resignation of directors, the Governance Committee may consult
with other directors
and/or with
senior management to obtain recommendations of potential
candidates to fill these positions, and may also retain a search
firm to assist it in identifying and evaluating candidates. The
Governance Committee also considers candidates for election to
the Board who are recommended to the Committee by shareowners.
Please see page 1 for a description of the criteria for the
selection of directors.
All candidates considered by the Governance Committee for
potential recommendation to the Board as director nominees are
evaluated by the Governance Committee in light of the minimum
qualifications listed on page 1. When vacancies occur, the
Governance Committee also reviews the overall composition of the
Board to determine whether the addition of a director with one
or more of the additional skills or qualities listed on
page 1 would be desirable to enhance the effectiveness of
the Board, and whether candidates with other specific experience
or expertise should be sought at that particular time. If a
search firm is retained to assist in identifying and evaluating
candidates, the Governance Committee also considers the
assessments of the search firm and the background information it
provides on the persons recommended for consideration. The
Chairman of the Board, the Co-Chairs of the Governance Committee
and the Chief Executive Officer customarily interview leading
candidates. Other directors
and/or
members of senior management may also interview these
candidates. Candidates recommended by shareowners will be
evaluated using the same process that is employed to evaluate
any other candidate.
2011 Nominees. All director nominees
listed in this proxy statement, other than Tracey T. Travis,
were also nominated by the Board and elected by the shareowners
in November 2010.
Ms. Travis was identified by DHR International, which is a
search firm that was retained by the Governance Committee. DHR
was instructed to identify candidates who met the minimum
qualifications for directors set forth on page 1, and who
also satisfied the additional criteria established by the
Governance Committee for this search. Following the completion
of the thorough review and interview process described above,
Ms. Travis was recommended for election to the Board by the
Governance Committee.
Re-Nomination of Incumbent
Directors. The Companys Corporate
Governance Standards require the Governance Committee to assess
the performance of each director eligible for re-election at the
Annual Meeting. The Governance Committees annual agenda
contemplates that these assessments will occur in advance of the
Governance Committee recommending a slate of director nominees
for approval by the Board. In the individual director assessment
conducted by the Governance Committee in fiscal 2011, each
director serving at the time of such assessment who would be
standing for re-election was evaluated in light of the criteria
set forth in the Corporate Governance Standards with respect to
the qualification of directors and the composition of the Board.
In addition, the Co-Chairs of the Governance Committee solicited
from the Chairman of the Board his assessment of directors.
Shareowner Recommendations. Shareowners
who wish to recommend candidates for nomination for election to
the Board may do so by writing to the Corporate Secretary of
Campbell Soup Company at 1 Campbell Place, Camden, New Jersey
08103-1799.
The recommendation must include the following information:
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1.
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The candidates name and business address;
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2.
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A resume or curriculum vitae which describes the
candidates background and demonstrates that he or she
meets the minimum qualifications set forth above;
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19
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3.
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A letter from the candidate stating that he or she is willing to
serve on the Board if elected, and identifying any legal or
regulatory proceedings in which he or she has been involved
during the last ten years; and
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4.
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A statement from the shareowner recommending the candidate,
indicating that he or she is the registered owner of Campbell
shares, or a written statement from the record
holder of Campbell shares indicating that the shareowner
is the beneficial owner of such shares.
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Requirement of
Majority Shareowner Votes in Uncontested Director
Elections
In 2007 the Board adopted a policy, set forth in the
Companys Corporate Governance Standards, which provides
that any nominee for director in an uncontested election who
receives more votes withheld from his or her
election than votes for his or her election shall
immediately tender an offer of resignation following
certification of the shareowner vote. The Board will accept the
resignation unless there is compelling reason for the director
to remain on the Board, and will promptly disclose the action it
has taken and the reasons for it.
Director
Attendance at Board and Committee Meetings
Directors meet their responsibilities by preparing for and
attending Board and committee meetings, and through
communication with the Chairman, the Chief Executive Officer and
other members of management on matters affecting the Company.
During fiscal 2011, the Board of Directors held six regular
meetings. All directors attended at least 75% of scheduled Board
meetings and meetings held by committees of which they were
members.
Director
Attendance at Annual Meeting of Shareowners
All directors who are standing for re-election are expected to
attend the Annual Meeting of Shareowners. All members of the
Board of Directors attended the 2010 Annual Meeting of
Shareowners.
The Corporate Governance section beginning on page 14 was
reviewed and discussed by the Governance Committee, and the
Governance Committee recommended to the Board that it be
included in this proxy statement.
Governance Committee
Bennett Dorrance, Co-Chair
Randall W. Larrimore, Co-Chair
Mary Alice D. Malone
William D. Perez
Nick Shreiber
Les C. Vinney
Charlotte C. Weber
20
Transactions with
Related Persons
Under the Companys written Policy Concerning Transactions
with Related Persons (the Related Persons Policy),
the Governance Committee is required to review and, in
appropriate circumstances, approve or ratify any transaction in
which the Company was or is to be a participant, the amount
involved exceeded or is expected to exceed $120,000 and any
related person had or will have a direct or indirect interest,
as well as any material amendment to or modification of such a
transaction.
Management has established procedures for identifying and
monitoring transactions that may be subject to Governance
Committee review under the Related Persons Policy or disclosure
under SEC rules. Under the Companys conflicts of interest
policy, directors and executive officers have a duty to report
transactions in which they or their immediate family members
have a direct or indirect interest and which might be deemed to
constitute related person transactions. Directors and executive
officers also annually complete a proxy questionnaire in which
they are asked to identify all for-profit and
not-for-profit
entities with which they are associated. Based on the
disclosures in the proxy questionnaires, management ascertains
whether the Company has engaged or is expected to engage in any
transactions involving these entities, directly or indirectly,
of which the relevant director or executive officer may be
unaware.
The Related Persons Policy specifies that the Governance
Committee shall review the material terms of such a transaction,
including the approximate dollar amount, and the material facts
as to the related persons direct or indirect interest in,
or relationship to, the transaction. In determining whether to
approve or ratify a transaction, the Governance Committee is
directed to consider, among other factors it may deem
appropriate, whether the transaction was or will be on terms no
less favorable than those generally available to an unaffiliated
third party under the same or similar circumstances. No director
may participate in the discussion or approval of a transaction
in which he or she, or a member of his or her immediate family,
has a direct or indirect interest.
The Co-Chairs of the Governance Committee (or, if a transaction
involves one of the Committee Co-Chairs, the Chairman of the
Board) may approve or ratify a related person transaction in
which the aggregate amount involved is less than
$1 million. Any transaction approved by the Co-Chairs or
the Chairman is to be reported to the Governance Committee at
its next regularly scheduled meeting.
The following types of transactions are deemed by the Related
Persons Policy to have been approved in advance by the
Governance Committee, even if the aggregate amount involved
exceeded or will exceed $120,000:
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Compensation paid by the Company to a director or executive
officer for services rendered to the Company as a director or
executive officer.
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Transactions with other entities in which a related person has a
direct or indirect interest solely as a result of being a
director of the other entity or of owning, with all other
related persons, a less than 10% equity or limited partnership
interest in the entity, and the aggregate amount of the
transaction does not exceed the greater of $1 million or 2%
of that entitys total annual revenues.
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Contributions by the Company to charitable organizations with
which a related persons relationship is solely that of an
employee (other than a executive officer), director or trustee,
and the aggregate amount of the contribution does not exceed the
lesser of $25,000 or 2% of the charitable organizations
annual receipts.
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Transactions in which a related persons only interest is
as a holder of the Companys stock, and all holders
received or will receive proportional benefits (such as the
payment of regular quarterly dividends).
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Transactions involving competitive bids.
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Transactions in which the rates or charges are regulated by law
or government authority.
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Transactions involving services as a bank depositary of funds,
transfer agent, registrar, trustee under a trust indenture, or
similar services.
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There were no transactions during the period from August 1,
2010 to October 1, 2011, and none are currently proposed,
in which the Company was or is to be a participant, the amount
involved exceeded or is expected to exceed $120,000, and any
related person had or will have a direct or indirect material
interest.
21
Audit Committee
Report
The Audit Committee is comprised of the six directors named
below. The Board has determined that each member of the
Committee meets the current requirements as to independence,
experience and expertise established by the New York Stock
Exchange and applicable rules and regulations. In addition, the
Board of Directors has determined that Les C. Vinney is an audit
committee financial expert as defined by SEC rules. A copy of
the Audit Committee Charter, as most recently updated in
September 2004, is available at the Companys corporate
website at www.campbellsoupcompany.com in the governance
section under Board Committees.
One of the Audit Committees primary responsibilities is to
assist the Board in its oversight of the integrity of the
Companys financial statements and financial reporting
process, including its system of internal controls.
To fulfill these oversight responsibilities, the Committee has
reviewed and discussed with management and the independent
registered public accounting firm the audited financial
statements included in the Companys Annual Report on
Form 10-K
for the fiscal year ended July 31, 2011, and has reviewed
and discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on
Auditing Standards No. 61, Communications with Audit
Committee (as amended). In addition, the Committee has
received from the independent auditors a written report stating
that they are not aware of any relationships between the
registered public accounting firm and the Company that, in their
professional judgment, may reasonably be thought to bear on
their independence, as required by applicable requirements of
the Public Company Accounting Oversight Board regarding the
independent accountants communication with the audit
committee concerning independence. The Committee has discussed
with the independent registered public accounting firm the
firms objectivity and independence. The Committee has also
considered whether the provision of non-audit services by the
independent registered public accounting firm to the Company for
the most recent fiscal year and the fees and costs billed and
expected to be billed by the independent registered public
accounting firm for those services are compatible with
maintaining its independence.
The Audit Committee discussed with the Companys internal
auditors and independent registered public accounting firm the
overall scope and plans for their respective audits. The
Committee has reviewed with the internal auditors and
independent registered public accounting firm, with and without
members of management present, the results of their
examinations, their assessment of the Companys internal
controls and the overall quality of the Companys financial
reporting. In addition, the Audit Committee has discussed with
the Chief Executive Officer and the Chief Financial Officer the
processes that they have undertaken to evaluate the accuracy and
fair presentation of the Companys financial statements and
the effectiveness of the Companys system of disclosure
controls and procedures.
Based on the review and discussions described in this report,
the Audit Committee recommended to the Board of Directors that
Campbells audited consolidated financial statements be
included in Campbells Annual Report on
Form 10-K
for the fiscal year ended July 31, 2011, for filing with
the Securities and Exchange Commission. The Audit Committee also
recommended to the Board that PricewaterhouseCoopers LLP be
appointed independent registered public accounting firm for the
Company for fiscal 2012.
Audit Committee
Les C. Vinney, Chair
Lawrence C. Karlson
Randall W. Larrimore
Sara Mathew
William D. Perez
Charles R. Perrin
22
Independent
Registered Public Accounting Firm Fees and Services
The aggregate fees, including expenses, billed by
PricewaterhouseCoopers LLP (PwC), Campbells
independent registered public accounting firm, for professional
services in fiscal 2011 and 2010 were as follows:
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Services Rendered
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Fiscal 2011
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Fiscal 2010
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Audit Fees
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$
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3,962,000
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$
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3,903,000
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Audit-Related Fees
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$
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39,000
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$
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146,000
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Tax Fees
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$
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572,000
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$
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697,000
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All Other Fees
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$
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9,000
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$
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18,000
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The Audit Committees charter provides that the Committee
will pre-approve all audit services and all permissible
non-audit services (including the fees and terms thereof) to be
performed for the Company by its independent registered public
accounting firm. From time to time, the Committee may delegate
its authority to pre-approve non-audit services to one or more
Committee members. Any such approvals shall be reported at the
next Audit Committee meeting.
The audit fees for the years ended July 31, 2011 and
August 1, 2010 include fees for professional services
rendered for the audits of the consolidated financial statements
and the effectiveness of internal control over financial
reporting of the Company, quarterly reviews, statutory audits,
SEC filings, comfort letters and accounting consultations.
The audit-related fees for the years ended July 31, 2011
and August 1, 2010 include fees for services related to
certain internal control reviews, accounting considerations,
pension plan audits and
agreed-upon
procedures reports.
Tax fees for the years ended July 31, 2011 and
August 1, 2010 include fees for services related to tax
compliance, including the preparation of tax returns, and tax
assistance with tax audits and transfer pricing.
Other fees for the years ended July 31, 2011 and
August 1, 2010 include fees associated with the use of
accounting and technical research software.
In fiscal 2011 and 2010, 100% of the audit fees, audit-related
fees, tax fees and all other fees were approved either by the
Audit Committee or its designee.
Compensation and
Organization Committee Report
The Compensation and Organization Committee has reviewed and
discussed the following Compensation Discussion and Analysis
with management, and based on such reviews and discussions, the
Committee recommended to the Board that the Compensation
Discussion and Analysis be included in this proxy statement.
Compensation and Organization Committee
Charles R. Perrin, Chair
Edmund M. Carpenter
Bennett Dorrance
Harvey Golub
Sara Mathew
A. Barry Rand
Charlotte C. Weber
23
Compensation
Discussion and Analysis (CD&A)
Corporate
Governance of Executive Compensation
The Compensation and Organization Committee
(Committee) approves the Companys executive
compensation policies and programs and reviews major
organizational changes and the Companys succession
planning and leadership development processes. The
Committees charter is available in the governance section
of the Companys Web site at
www.campbellsoupcompany.com. The Board has determined
that all members of the Committee are independent directors as
defined by the New York Stock Exchange rules and the
Companys Standards.
The Committee annually reviews the Companys compensation
strategy, principles and policies, including the apportionment
of pay between fixed compensation elements and incentive
compensation, and the design of incentive compensation programs.
The Committee approves all compensation and benefits for senior
executives, authorizes the aggregate amount of annual incentive
awards for all eligible participants under the Annual Incentive
Plan (AIP) and the Long-Term Incentive
(LTI) Program, and authorizes the Chief Executive
Officer (CEO) to allocate the other awards under the
AIP and LTI Programs, up to the aggregate amount.
Each September, the Committee reviews the performance of the
senior executives and approves for each executive his or her
base salary, annual incentive payment and long-term incentive
grant. This review of all major elements of executive
compensation at one time provides the Committee with a
comprehensive analysis of the target dollar amount of
compensation being delivered by each element of compensation,
assuming the required performance goals are 100% attained.
The Committee approves all compensation actions for
approximately the top 15 senior executive positions in the
Company, including the CEO, Chief Financial Officer and the
other most highly compensated executive officers who are named
in the summary compensation table (named executive
officers or NEOs). By the terms of its
charter, the Committee has delegated to the Chair of the
Compensation and Organization Committee the authority to approve
compensation actions for the Companys senior executives
between Committee meetings when necessary for business
continuity purposes. The Chair of the Committee and the Chairman
of the Board of Directors must jointly approve any equity grants
made to senior executives between meetings.
It is the Companys customary practice for the CEO and the
Senior Vice President and Chief Human Resources and
Communications Officer to provide recommendations to the
Committee on compensation actions for these senior executives
(except for his or her own compensation actions) and on
potential changes in the design of executive compensation
programs. In September 2011, Mr. Conant, Ms. Morrison
and the Senior Vice President and Chief Human Resources and
Communications Officer recommended to the Committee compensation
actions for approximately the top 15 senior executive positions
(other than their own positions), including AIP awards for
fiscal 2011 and base salaries and LTI grants for fiscal 2012.
Since fiscal 2008, the Committee has retained Yale D. Tauber,
the Principal of Independent Compensation Committee Adviser,
LLC, as an independent compensation consultant. Mr. Tauber
is retained directly by the Committee and reports directly to
the Committee. During fiscal 2011, Mr. Tauber advised the
Committee on CEO compensation, compensation trends, governance
issues and other matters of interest to the Committee.
Mr. Tauber works solely for the Committee, provided no
services to management in fiscal 2011 and will not be retained
by management for any services.
The Senior Vice President-Law and Government Affairs and the
Senior Vice President and Chief Human Resources and
Communications Officer work with the Committee to develop the
annual list of agenda items and the annual schedule of meetings
for the Committee, which are set prior to each fiscal year. The
list of agenda items is approved by the Committee.
24
Compensation
Principles and Policies
The Committee annually reviews, and the Board approves, the
principles and policies for executive compensation. The
principles and policies are:
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Campbell offers a total compensation package that is designed to
attract, motivate and retain talent of the caliber needed to
deliver successful business performance in absolute terms and
relative to competition.
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Campbells compensation program is designed to link pay to
Company, business unit and individual performance in absolute
terms and relative to competition.
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Compensation levels are set by comparing Campbells pay
levels and practices to the practices of other food, beverage
and consumer products companies in the Compensation Peer Group
(see below) where the Company primarily competes for executive
talent. Composition of this group is reviewed annually by the
Committee.
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Campbell targets base salaries, annual incentives and total
annual cash compensation to the median of the Compensation Peer
Group. Long-term incentives are targeted above the median. Total
compensation, consisting of salary, annual incentives and
long-term incentives, is targeted at 5% to 10% above the median,
in the aggregate. For the top executive positions, a regression
analysis is performed to adjust the compensation data for
differences in the total revenues of the various companies
compared to Campbells total revenue. The Companys
competitive position is reviewed annually by the Committee.
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Annual incentive payments are based on annual performance
compared with goals established at the beginning of the fiscal
year in four measurement areas relating to the Companys
financial, marketplace, operational, and strategic objectives
for that year. The Committee evaluates performance compared to
goals each year and determines the total AIP pool available.
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Long-term incentive grants are delivered in a combination of
performance-restricted share units and time-lapse restricted
share units, with the mix varying by level of responsibility
within the organization. Employees with higher levels of
responsibility receive a higher percentage of
performance-restricted share units.
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Senior executives have a substantial portion of compensation at
risk, based upon the achievement of the performance goals for
annual incentive payments and the performance goals for
long-term incentives. When Company performance is strong, senior
executives will receive compensation that is well above the
median of the Compensation Peer Group. When Company performance
is weak, senior executives will receive compensation well below
the median. To align the interests of the Companys senior
executives with those of shareowners, a higher proportion of
incentive compensation is delivered to senior executives through
long-term incentives that are paid out depending upon the
Companys financial performance (see below for description
of long-term incentive program).
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Compensation
Objectives
The objectives of the Companys executive compensation
program are to:
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Align the financial interests of the Companys executives
with those of its shareowners, in both the short and long term;
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Provide incentives for achieving and exceeding the
Companys short-term and long-term goals;
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Attract, motivate and retain highly competent executives by
providing total compensation that is competitive with
compensation paid at other well-managed companies in the food,
beverage and consumer products industries; and
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Differentiate the level of compensation paid to executives based
on individual and business unit performance, leadership
potential, and level of responsibility within the organization.
Individual performance is rated based upon demonstrated
leadership skills, accomplishment of objectives, business unit
or functional accountabilities and personal contributions.
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25
Peer
Groups
The Committee identifies both a Compensation Peer Group and a
Performance Peer Group in designing and determining compensation
for its executive officers. The Committee uses the Compensation
Peer Group to evaluate the competitiveness of executive
compensation and uses the Performance Peer Group to measure the
competitiveness of the Companys total shareowner return
(TSR) performance. In order to determine total
compensation paid by companies that compete with Campbell for
executive talent, in fiscal 2011, the Committee compared
Campbells total compensation levels with the levels at
29 companies in the food, beverage and consumer products
industries (Compensation Peer Group), which were
provided by Aon Hewitt. Given Campbells relatively small
size in relation to many of the companies in the Compensation
Peer Group, a regression analysis was performed to adjust the
compensation data for the top positions for differences in the
total revenues of the various companies compared to
Campbells total revenue. The Committee believes that use
of the Compensation Peer Group is the most effective method to
evaluate and set the compensation needed to attract, motivate
and retain the executive talent needed to manage the
Companys businesses and operations successfully, because
these are the primary companies with which Campbell competes for
senior executives. Use of this peer group also provides a broad
database that allows Campbell to obtain accurate, representative
survey information for a majority of its positions. The
composition of the Compensation Peer Group is approved by the
Committee each fiscal year after obtaining advice from its
independent compensation consultant. For the purpose of
determining fiscal 2011 compensation, the Compensation Peer
Group consisted of the following companies:
Compensation Peer
Group
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Altria Group
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H. J. Heinz Company (1)
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Mead Johnson Nutrition Company (1)
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Anheuser-Busch Companies, Inc.
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Hershey Foods Corporation(1)
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Nestle USA, Inc.
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The Clorox Company
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Hormel, Inc. (1)
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PepsiCo, Inc.
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The
Coca-Cola
Company
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Johnson & Johnson Company
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The Procter & Gamble Company
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Colgate-Palmolive Company
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The J.M. Smucker Company (1)
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Reynolds American Inc.
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ConAgra Foods, Inc. (1)
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Kellogg Company (1)
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S.C. Johnson & Son, Inc.
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Dean Foods (1)
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Kimberly-Clark Corporation
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Sara Lee Corporation (1)
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Del Monte Foods Company
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Kraft Foods, Inc. (1)
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Tyson Foods (1)
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Diageo North America, Inc.
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Mars, Inc.
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Unilever United States, Inc.
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General Mills, Inc. (1)
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McCormick & Company, Inc. (1)
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(1) |
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These companies, plus Campbell, constitute the Standard and
Poors Packaged Foods Group (Performance Peer
Group), which is used to measure TSR performance for
calculation of the payout from the LTI Program. |
The Performance Peer Group, which is a subset of the
Compensation Peer Group, is independently selected by Standard
and Poors (S&P) based upon the
similarities of the companies businesses in the packaged
foods industry. Companies that are added to and deleted from the
S&P Packaged Foods Group are automatically added to or
deleted from the list of companies whose TSR rankings are
compared to Campbells ranking for TSR
performance-restricted stock units. The list of companies in the
S&P Packaged Foods Group is readily available through
S&P. The Committee and management exercise no discretion in
selecting the companies that are included in the S&P
Packaged Foods Group. The use of this Performance Peer Group for
comparing TSR was recommended by the Committees
independent compensation consultant when the current LTI Program
was adopted in 2005. The Committee reviewed the Performance Peer
Group in fiscal 2011 and continues to believe that it is the
appropriate group in Campbells industry against which to
measure the Companys TSR performance. TSR performance of
the companies in the Compensation Peer Group that are not in the
packaged foods industry is more likely to be affected by
economic developments that do not affect the packaged foods
industry.
26
Risk
Assessment Incentive Compensation Programs
During fiscal 2011, management completed, for review by the
Committee, an assessment of the Companys compensation
programs on a global basis, with a focus on incentive
compensation programs. Based on a number of factors, including
the governance process employed, the relative size of the
potential payouts in the aggregate and for any individual, the
inclusion of a cap on the maximum payout and the use
of multiple metrics in the respective incentive programs, the
Committee believes that the Companys compensation programs
do not present a risk that is reasonably likely to have a
material adverse effect on the Company.
Elements of
Executive Compensation
The elements of Campbells executive compensation program
are:
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base salary;
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performance-based annual incentive compensation;
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long-term equity incentive compensation;
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pension and nonqualified deferred compensation benefits;
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perquisites; and
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post-termination compensation and benefits.
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The proportion of compensation delivered in each of these
elements is designed to:
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Put more compensation at risk based upon Company or business
unit and individual performance for senior executives whose
performance is more likely to influence the results of the
executives business unit or function, or the results of
the Company;
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Provide the opportunity for executives to earn above-median
compensation primarily through annual and long-term incentives,
with performance goals that align executives interests
directly with those of Campbells shareowners;
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Provide consistency over time in the proportion of compensation
opportunity among the elements, while varying actual pay based
upon Company, business unit and individual performance; and
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Be competitive with the practices in the Compensation Peer Group
in order to attract, motivate and retain key executives.
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Base
Salary
Base salaries are intended to provide a base level of income
that is competitive in relation to the responsibilities of each
executives position. Midpoints of base salary ranges are
targeted at the median of the Compensation Peer Group, reduced
by regression for executive officers based on revenue by reason
of the Companys relatively small size compared to many of
the companies in the Compensation Peer Group. Salary ranges and
individual salaries for senior executives are reviewed annually
by the Committee. The Committee considers salary levels for
senior executives each September, when it also reviews the
performance of those executives. Merit increases are generally
based on the CEOs (for executives other than the CEO) and
the Committees assessment of individual performance.
Targets for annual incentive payments and long-term incentive
grants are a percentage of base salary (see below).
The Committee considers a number of factors in determining
individual base salaries, including the scope of an
individuals job responsibilities, his or her individual
contributions, business performance, job market conditions, the
Companys salary budget guidelines, and the
individuals current base salary as compared with those of
persons in similar positions at other companies in the
Compensation Peer Group, as well as within the Company. The
Committee does not utilize a mathematical formula in which these
factors or their interrelationships are quantified and weighted
(either in general, or with respect to any individual
27
executive). During a particular year, one factor or group of
factors may play a more significant role in the determination of
an executives base salary than in other years, based on
the Committees judgment and discretion.
An executives individual performance may be assessed based
upon any of his or her demonstrated leadership skills,
accomplishment of objectives, business unit or functional
accountabilities, and personal contributions. A broad range of
factors relevant to each of these areas, generally qualitative
in nature, may be considered in this assessment. The
Committees judgments regarding base salaries are also
strongly influenced by the judgments and recommendations of the
CEO with respect to the other named executive officers. In the
case of the CEOs base salary, the assessment is made by
the Committee and the Board.
Named executive officers, like other executives of the Company,
have annual performance objectives which include individual
goals that relate to the business performance of the Company
and/or the
individuals business unit or corporate function. As
indicated above, the extent to which an executive attains these
objectives is one of the factors considered in determining his
or her base salary for the following year. However, no single
individual performance factor or specific set of individual or
business performance factors is dispositive in this
determination, and no specific factor or specific set of factors
is material to determinations concerning base salaries for any
of the named executive officers.
Annual Incentive
Plan (AIP)
Annual incentives are cash awards and are intended to motivate
and reward the achievement of business goals approved by the
Board of Directors in the annual Operating Plan and three-year
Strategic Plan, and to assure that these goals are achieved in a
manner that strengthens the business for the long term. Annual
incentive targets are set at the median of the Compensation Peer
Group. At the beginning of each fiscal year, the Committee
establishes a competitive annual incentive target, expressed as
a percent of base salary, for each executive salary level. For
fiscal 2011, the annual incentive targets for senior executives,
other than the CEO, ranged from 55 to 100% of base salary, with
executives at the higher levels having a higher percentage at
risk. These percentages are at or near the median for similar
executive positions at companies in the Compensation Peer Group.
The sum of the individual incentive targets for all participants
(approximately 1,900 executives, managers and professionals)
comprises the target incentive pool.
Since fiscal 2003, the Committee has used a Company
scorecard in which many quantitative and qualitative
goals for the Company as a whole and its business units are
established at the beginning of each fiscal year for the
purposes of the AIP. The goals defined in the scorecard fall
within four key measurement areas relating respectively to the
Companys financial, strategic, operational and marketplace
objectives. Goals identified in each area include a mix of
quantitative and qualitative factors. Corresponding goals,
consistent with the total Company scorecard, are established for
the respective business units. The goals listed in the scorecard
are not weighted in any manner.
The Company scorecard adopted in connection with the
administration of the AIP for fiscal 2011 included over 70
performance goals. In the financial area, for example, some of
the quantitative goals for fiscal 2011 related to net sales,
earnings before interest and taxes (EBIT), earnings
per share (EPS), gross margin, administrative
expenses, marketing expenditures, free cash flow, and return on
invested capital. In fiscal 2011, the adjusted EPS goal was
$2.64, excluding certain transactions not considered to be part
of the ongoing business, and the goal for net sales was
$7.9 billion. Marketplace goals included, for example,
measures relating to consumption and market share for products
sold by each of the Companys business units. For the
operational and strategic areas, progress toward achievement of
over 40 business and workplace initiatives under 11 critical
operational and strategic measures were assessed. Operational
goals included, for example, objectives relating to the success
of the core business lines, achievement of cost savings,
implementation of process improvements, and maintenance of world
class levels of employee engagement. Goals in the strategic area
included, among other things, objectives relating to the
progress of research and development projects, expansion of the
Companys brands and products in international markets, and
other key strategic platforms. The goals in the four measurement
areas require effective execution of business plans and are
difficult to attain.
28
After a fiscal year has ended, the Committee assesses total
Company performance in light of the goals enumerated in the
scorecard for that year, and, based on that assessment,
determines the aggregate amount of the incentive pool for the
total Company for that year. Comparable judgments are made with
respect to the achievement of the goals defined in the
corresponding business unit scorecards. The Committees
determination of the overall Company score and the
determinations of business unit scores are not based on any
mathematical calculation or formula, and do not focus on any
single performance goal. This plan intentionally provides
substantial opportunity for the exercise of judgment and
discretion by the Committee in determining the overall Company
score and the overall scores for the respective business units.
In any given year, the Committees determination of the
funding of the AIP pool may range from 0 to 175%. AIP awards to
each executive, within the limits of the approved total pool,
are based on business unit/function performance and individual
performance, and can vary for executive officers from 0 to 200%
of the individuals incentive target. The sum of individual
awards cannot exceed the approved total AIP pool. Extraordinary
items, such as major restructuring and accounting changes
(whether positive or negative), are excluded in determining the
approved total AIP pool.
Each participant in the AIP has an annual incentive target,
which is a percent of base salary approved by the Committee at
the beginning of the year for each executive salary level.
Within the limits of the total AIP pool, the award paid to a
participant for a given year is determined by multiplying his or
her annual incentive target for that year by (x) a
percentage representing the assessment of the performance of the
participants business unit, or, if the participant is a
member of the corporate staff (that is, not within a business
unit), a percentage representing the Committees assessment
of total Company performance for the year; and (y) a
percentage representing an assessment of the participants
performance against the individual objectives established for
that participant at the beginning of the fiscal year.
At the beginning of a fiscal year, the Committee also
establishes a performance goal for the AIP that is applicable
only to executive officers. This goal is referred to as the
162(m) performance goal. The 162(m) performance goal
for fiscal 2011 required that the Company achieve 80% of its EPS
goal for the year. In fiscal 2011, the goal for adjusted EPS was
$2.64 (excluding certain transactions not considered to be part
of the ongoing business). In order for an executive officer to
be eligible to receive the maximum payment of 200% of his or her
annual incentive target, the Company must meet the 162(m)
performance goal for the year. If the Company achieves less than
80% but not less than 50% of the EPS goal, executive officers
are eligible to receive a maximum of 100% of his or her annual
incentive target. If the Company does not achieve at least 50%
of the EPS goal, executive officers are not eligible for any AIP
award. The Companys adjusted EPS for fiscal 2011 was $2.54
(excluding certain transactions not considered to be part of the
ongoing business), which exceeded 80% of the EPS goal, thereby
providing a bonus opportunity for executive officers of up to
200% of his or her target.
The Companys achievement of the 162(m) performance goal
does not assure that an executive officer will receive the
maximum incentive award, because the Committee has retained
negative discretion to reduce the award based upon
the assessment of the performance of his or her business unit
(or, in the case of an executive officer who is a member of the
corporate staff, the assessment of total Company performance) in
light of the goals set forth in the scorecard, and the
assessment of his or her individual performance against
individual annual objectives. The Committee has consistently
exercised its negative discretion in determining annual
incentive payments to executive officers. Although the Company
has regularly achieved the 162(m) performance goal of 80% of the
EPS goal established annually by the Committee over the last
several years, no named executive officer in the applicable
fiscal year has received an award equal to the maximum potential
payment.
As indicated above, payments made to participants in the AIP are
influenced by their managers assessments of individual
performance against objectives established for each participant
at the beginning of the fiscal year. In the case of named
executive officers other than the CEO, the Committees
assessments of individual performance are generally based on the
CEOs judgments and recommendations. The assessment of the
CEOs individual performance is made by the Committee
itself, with input from all directors. For fiscal 2011,
Mr. Conant and Ms. Morrison provided recommendations
to the Committee regarding the individual performance of named
executive officers other than themselves. However, awards made
to named executive
29
officers under the AIP were so closely tied to the assessment of
overall Company performance or, in relevant cases, to the
assessments of business unit performance, that determinations
relating to individual performance for fiscal 2011 were not a
significant differentiating factor for these executives.
Based on its review of the results achieved in fiscal 2011
against the objectives defined at the beginning of the year in
each of the four measurement areas of the Company scorecard and
its assessment of various aspects of total Company performance,
the Committee determined that the aggregate amount of the
incentive pool should be funded at approximately 74% of the
target amount established at the beginning of the fiscal year.
This compares to aggregate funding of 85% and 105% for fiscal
years 2010 and 2009, respectively. In making this determination,
the Committee applied no mathematical calculations or specific
weightings to individual objectives identified in the scorecard.
Its determination was based on its qualitative judgments of full
year performance for the Company, with a particular emphasis on
the following: achievement of below target financial and
marketplace results for the total Company; strong performances
in certain business units in a challenging economic environment;
execution of several initiatives in the second half of the year
to position the Company for future growth, including a shift
from unproductive trade spending in U.S. Soup and the
implementation of a restructuring; and the development of a new
strategic plan. Incentive payments to the named executive
officers, other than Mr. Conant, listed on page 36 for
fiscal 2011 ranged from 70% to 88% of the target incentive
amount, with an average of 76%. The annual incentive awards made
to the named executive officers for fiscal 2011 are listed in
the Summary Compensation Table on page 36 in the column
captioned Non-Equity Incentive Plan Compensation.
Long-Term
Incentive (LTI) Compensation Program
Long-term incentives are intended to motivate and reward
executives based upon the Companys success in delivering
superior value to its shareowners and to retain executives. For
the past seven years, equity grants have been approved by the
Committee in September, which is near the beginning of the
Companys fiscal year. Individual grants are based on the
executives level of responsibility in the Company,
possession of critical skills, individual performance and future
leadership potential as assessed in the Companys human
resources organization planning process. All shares paid out
under the Companys executive compensation programs are
shares which were previously issued and outstanding and were
reacquired by the Company.
Following a comprehensive analysis, the Committee approved a new
LTI Program for the period beginning in fiscal 2006, which
discontinued the use of stock options and instead consisted of
three types of restricted shares: (1) TSR
performance-restricted shares, which are earned based upon the
Companys TSR performance over a three-year period compared
to the TSRs of the other companies in the Performance Peer
Group; (2) EPS performance-restricted shares, which are
earned based on the achievement of a minimal level of EPS in
each fiscal year in a three-year performance period, which is
designed to qualify the payment of the shares as tax deductible;
and (3) time-lapse restricted shares, which vest over three
years based on continued employment. Beginning with grants made
in fiscal 2009, the Committee decided to further modify the
design of the LTI Program to use restricted share units instead
of restricted shares.
Under the current LTI Program, 70% of executive officers
long-term incentive opportunity is delivered in TSR
performance-restricted share units and 30% in EPS
performance-restricted share units. For senior executives who
are not executive officers, 70% of the long-term incentive
opportunity is delivered in TSR performance-restricted share
units and 30% in time-lapse restricted share units. Linking a
significant portion of long-term compensation to the
Companys TSR performance aligns the interests of
executives with those of Campbells shareowners. Other
participants in the program received a higher proportion of
time-lapse restricted share units and a lower proportion of TSR
performance-restricted share units. At the time of payment, the
Committee can exercise negative discretion in determining
Campbells ranking under the TSR performance-restricted
share unit portion of the program in the event of extraordinary
circumstances.
For the grants made prior to fiscal 2011, dividend equivalents
will be paid on the units at the same time as dividends are paid
to all shareowners during the restriction period. For the grants
approved by the Committee beginning in fiscal 2011, payment of
dividend equivalents during the restriction period was
eliminated. Instead,
30
accumulated dividends will be paid on the restricted share units
that vest at the end of the restriction period when the grants
are paid out. In addition, for grants made prior to September
2010, one-third of the TSR performance-restricted share units
were eligible to be earned at the end of the first year,
provided the Companys TSR performance ranking was at or
above median during the one-year period. An additional one-third
of the TSR performance-restricted share units could be earned at
the end of the second year, provided the Companys TSR
performance ranking was at or above median during the two-year
period. At the end of the three-year performance period, a
participant will be paid the greater of (i) the earned
units from the first two years or (ii) the TSR
performance-restricted share units determined by the
Companys TSR ranking for the full three-year period. The
earned units are forfeited if the participant resigns prior to
the pay-out date, which is two months following the end of the
three-year performance period. For grants approved beginning in
fiscal 2011, the Committee eliminated the ability to earn shares
based on one-year or two-year TSR performance ranking.
For fiscal 2011, long-term incentive targets for senior
executives, other than the CEO, ranged from 120% to 255% of base
salary at median performance, with executives at higher levels
having a higher percentage at risk. These targets were designed
to deliver total direct compensation at 5% to 10% above the
median of the Compensation Peer Group. Grants made under the
program during fiscal 2011 were made at the beginning of the
fiscal year to approximately 1,200 participants, and the
performance period for the TSR performance-restricted share
units is fiscal years
2011-2013.
As described above, TSR performance-restricted share units are
paid out based upon the Companys TSR performance over a
three-year period compared to the TSRs of the other companies in
the Performance Peer Group. For the fiscal
2009-2011
performance period, the percentage of TSR units to be paid out
was based upon the Companys TSR performance ranking as
follows:
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Campbells TSR
Performance Rank
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1
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2
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3
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4
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5
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6
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7
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8
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9
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10
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11
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12
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13
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Percentage Payout
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225
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%
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200
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%
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175
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%
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150
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%
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125
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%
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125
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%
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100
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%
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75
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%
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50
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%
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50
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%
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0
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0
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0
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Based on the above criteria, the payout for TSR restricted
shares for the fiscal
2009-2011
performance period was 0% of the target amount.
With respect to the grants for fiscal years
2010-2012
and fiscal years
2011-2013,
there are fourteen companies in the Performance Peer Group.
Therefore, a percentage of TSR units granted at the beginning of
each three-year performance period will be paid out based upon
the Companys TSR performance ranking as follows:
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Campbells TSR
Performance Rank
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1
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2
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3
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4
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5
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6
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7
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8
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9
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10
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11
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12
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13
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14
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Percentage Payout
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225
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%
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200
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%
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200
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%
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175
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%
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150
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%
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125
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%
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100
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%
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100
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%
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75
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%
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50
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%
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0
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0
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0
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0
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EPS performance-restricted share units are paid out two months
following the end of each fiscal year in the three-year
performance period, provided that the EPS achieved in the fiscal
year is at least 50% of the EPS goal for the AIP approved by the
Committee for that fiscal year. This performance goal is
designed to qualify the payment of EPS performance-restricted
awards as deductible under Section 162(m) of the Internal
Revenue Code (IRC). The payout of EPS
performance-restricted share units is either 0 or 100%. For
fiscal 2011, the goal for adjusted EPS was $2.64, and actual
adjusted EPS was $2.54; therefore, the payout for units based on
fiscal 2011 performance was 100%. The achievement of the
adjusted EPS goal for fiscal 2011 impacts one-third of the
grants made in each of fiscal years 2009, 2010 and 2011.
Estimated future payouts of TSR and EPS performance-restricted
awards to the Companys named executive officers are listed
in the table of Grants of Plan-Based Awards in Fiscal 2011 on
page 39.
Strategic
Transition Grants
To further support the successful execution of the
Companys previously announced shift in strategic direction
and leadership transition, a limited number of executives,
including three of the NEOs, received special retention grants
of time-lapse restricted stock units on July 1, 2011. Each
executives grant will vest on June 30, 2013, provided
that the executive continues to be employed by the Company on
the vesting date.
31
Information regarding the Strategic Transition Grants for the
NEOs is set forth in the Fiscal 2011 Summary Compensation Table
on page 36 and in the table of Grants of Plan-Based Awards
in Fiscal 2011 on page 39.
Executive Stock
Ownership
The Company requires senior executives to own shares to further
align their interests with those of shareowners. In fiscal 2011
approximately the top 35 executives were required to achieve an
ownership stake in the Company that was significant in
comparison with the executives salary. Until the ownership
level is achieved, executives must retain at least half of the
after-tax value of each equity award in Campbell shares upon the
vesting of restricted share units or exercise of options.
Executive officers are prohibited from selling in a twelve-month
period more than 50% of (1) the value of shares owned plus
(2) the after-tax value of vested options, in excess of the
applicable ownership standard.
The ownership requirements are set forth below. The ownership
standard is expressed as a multiple of salary that is determined
based on organization level or title. Establishing ownership
standards as a multiple of base salary links the program with
pay actions (i.e., base salary increases) which are
performance-based, and ensures that ownership objectives remain
competitive.
The ownership multiple for the CEO has been set above the market
median. Ownership standards for others covered by the program
have been set at market median.
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Organization Level
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Multiple of Salary
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CEO
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6.0 x
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CEO Direct Reports (including other NEOs)
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3.5 x
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Other Participating Executives
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2.0 x
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Executives may count toward these requirements the value of
shares owned and shares and share units which are deferred and
fully vested in the Companys 401(k) plan and other
deferred compensation programs. Restricted shares and
unexercised stock options are not counted in calculating
ownership. Company policy prohibits executives from hedging the
economic risk associated with fully owned shares, restricted
shares and unexercised stock options.
Retirement
Plans
NEOs participate in two defined benefit plans: (1) the
Retirement and Pension Plan (Qualified Plan) and
(2) the Mid-Career Hire Pension Plan (MCHP).
The Qualified Plan provides funded, tax-qualified benefits up to
the limits allowed under the IRC for most of the Companys
full-time U.S. employees. The MCHP provides unfunded
benefits for senior executives who are hired in the middle of
their careers and that are in excess of the IRC limits
applicable to the Qualified Plan. Such executives typically give
up future pension benefits that they would have earned if they
remained with their prior employers. The MCHP is consistent with
the Companys objective to attract and retain experienced
senior executives in order to execute the Companys
business strategies. MCHP benefits are offset by benefits paid
under the Qualified Plan. Both plans were closed to new
participants, effective December 31, 2010.
These plans prohibit duplication of benefits. The Company
adopted these plans as an additional means to attract and retain
employees and to provide a competitive level of pension
benefits. The retirement plans provide employees, including the
NEOs, the opportunity to plan for future financial needs during
retirement. Other than the MCHP, the actual pension benefit is
calculated on the same basis for all participants, and is based
on:
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length of service;
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covered compensation (base salary and annual incentive); and
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age at retirement.
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Stock option gains, time-lapse restricted shares or units and
performance-restricted shares or units, as well as any
extraordinary remuneration, play no part in the calculation of
retirement benefits. For a more
32
detailed discussion of the retirement plans and the accumulated
benefits under these plans, see the Pension Benefits table and
the accompanying narrative beginning on page 43.
Deferred
Compensation Plans
The Company adopted the Deferred Compensation Plan and the
Supplemental Retirement Plan to provide an opportunity for
U.S.-based
participants, including eligible NEOs, to save for future
financial needs. The amount of salary and annual incentive
earned by an employee is not affected by the plans. The plans
essentially operate as unfunded, tax-advantaged personal savings
accounts of the employee administered by the Company, and they
contribute to the Companys attractiveness as an employer.
For a more detailed discussion of the deferred compensation
arrangements relating to the NEOs, see the Nonqualified Deferred
Compensation table and accompanying narrative on page 47.
Perquisites
The Companys Personal Choice Program provides quarterly
cash payments to executives in lieu of reimbursements for items
such as tax or estate planning services or financial planning
services. For NEOs, the annual cash payments range from $32,000
to $48,000, are reviewed by the Committee annually, are fully
taxable to executives and are included in the Summary
Compensation Table on page 36. The Committee believes that
perquisite payments are appropriate to reimburse executives for
financial and tax planning services or other purposes, so that
the executives are not distracted from devoting their time and
energy to their responsibilities to the Company. The Company
also provides long-term disability protection for NEOs. Other
perquisites provided by the Company to NEOs in fiscal 2011 were
the payment of car and driver expenses for Mr. Conant and
Ms. Morrison, driver expenses for Ms. Kaden,
relocation expenses for Mr. Owens and Mr. Alexander, and
expenses relating to an overseas assignment for Mr. Alexander.
Severance
Plans
The Company has severance plans for its
U.S.-based
exempt employees. All exempt salaried employees in the U.S.,
including NEOs, are covered by the plans, under which payments
are based on level of responsibility, seniority
and/or
length of service. For the NEOs, the maximum payment under the
plans is two times base salary. The payment and benefit levels
defined in the Companys severance plans for
U.S.-based
exempt employees have been determined primarily by reference to
the amount of time customarily required for employees who are
involuntarily terminated without cause to find other employment.
The Company believes that, due to the relative scarcity of
senior executive roles, employees at higher levels in the
organization generally need more time to locate comparable
positions elsewhere than those at lower levels. The Company also
periodically reviews the severance benefits provided at other
Fortune 500 companies. Assurance of a reasonable measure of
financial security in the event of involuntary termination is
important to candidates for executive positions, and the extent
of the severance benefits offered by Campbell in comparison with
those available at other companies is sometimes a significant
factor in their evaluations of the attractiveness of
opportunities at Campbell. The Company generally does not enter
into employment contracts in the United States and none of the
NEOs, including the CEO, have an employment contract. The
Company provides the severance plans to reassure employees of
assistance in their transition to new employment in the event
the Company terminates their employment. For a more detailed
discussion of these severance arrangements, see Potential
Payments on Termination or Change in Control beginning on
page 48.
Change in Control
Benefits
The Company has entered into Change in Control Severance
Protection Agreements (CIC Agreements) with the NEOs
as well as all other executive officers. The CIC Agreements
provide for severance pay and continuation of certain benefits
should a change in control occur. The independent members of the
Board of Directors unanimously approved entry into the CIC
Agreements beginning in 2000. The Committee believes that the
CIC Agreements are necessary in order to retain stability in the
senior executive team in the event there is a threatened or
actual change in control. The Agreement requires the occurrence
of the
33
following two events in order for an executive to receive
payments and benefits: (1) the executives employment
must be terminated involuntarily and without cause (whether
actual or constructive) and (2) the termination
must occur within two years following a change in control. The
Company also has change in control provisions in its AIP, its
long-term incentive plans and its U.S. retirement plans,
and these provisions apply equally to all participants in the
plans, including the NEOs. In March 2010, the Committee
determined that provisions for
gross-up
payments to cover any federal excise taxes owed on change in
control-related severance payments and benefits will be
eliminated in any change in control agreement entered into after
January 1, 2011.
Accounting and
Tax Implications
Section 162(m) of the IRC limits the tax deductibility of
compensation paid to an NEO to $1 million, except to the
extent the compensation is performance based. The
Committees policy is to comply with the requirements of
section 162(m) except where the Committee determines that
compliance is not in the best interests of the Company and its
shareowners. All annual incentive payments and restricted stock
unit grants to executive officers during fiscal year 2011, other
than the Strategic Transition Grants, met the requirements for
deductibility under section 162(m). A tax deduction is not
available under section 162(m) for the incremental amount
of the base salary of a NEO that exceeds $1 million.
CEO
Compensation
Fiscal
2011 Douglas R. Conant
The fiscal 2011 compensation components for Douglas R. Conant
were consistent with the program generally described above.
Mr. Conants compensation was designed to be
competitive with the CEO compensation paid in the Compensation
Peer Group and his incentive compensation was directly linked to
both Company performance and his performance. The process used
to review and establish Mr. Conants compensation for
fiscal 2011 was as follows:
|
|
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|
l
|
In June 2007, the Committee approved a reduction of
Mr. Conants AIP target from 175% to 150% of base
salary and a reduction in his LTI target from 615% to 565% of
base salary for fiscal 2008. The Committee subsequently reviewed
these targets and determined that they remained appropriate for
fiscal 2009 and fiscal 2010.
|
|
|
l
|
In September 2007, the Committee increased
Mr. Conants salary from $1,140,000 to $1,185,000. In
September 2008 and September 2009, the Committee determined that
Mr. Conants base salary of $1,185,000 remained
appropriate.
|
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l
|
In June 2010, the Committee reviewed Mr. Conants AIP
and LTI targets and determined that the reduced targets
initially established in June 2007 continued to remain
appropriate for fiscal 2011.
|
|
|
l
|
In September 2010, the Committee determined that
Mr. Conants base salary of $1,185,000, originally
established in September 2007, remained appropriate for fiscal
2011.
|
|
|
l
|
In September 2011, the Committee and the Board evaluated
Mr. Conants performance based on the Companys
performance for fiscal 2011 as measured by the scorecard
approach described above under Annual Incentive
Plan, and evaluated his personal performance with a focus
on his leadership in the following areas: a successful CEO
transition; management development and succession planning; and
strategic planning.
|
Based on the above review of competitive data, Company
performance and Mr. Conants performance, on
October 1, 2010, he received a grant of 127,911 TSR
performance-restricted share units and 54,819 EPS
performance-restricted share units. His annual incentive award
earned for fiscal 2011 was $1,244,250, which represented 70% of
his target amount. This award was based on Company performance
compared to the goals for the AIP described on pages 28
through 30 and his performance as determined by the Committee
and the Board in the CEO evaluation process.
34
Fiscal
2012 Denise M. Morrison
Denise M. Morrison became President and Chief Executive Officer
of the Company on August 1, 2011, the beginning of fiscal
2012. The components of Ms. Morrisons fiscal 2012
compensation package are consistent with the program generally
described above. In June 2011, the Committee, after reviewing
CEO compensation in the Compensation Peer Group, established a
base salary for Ms. Morrison for fiscal 2012 of $950,000.
Ms. Morrisons fiscal 2012 AIP target is 140% of her
base salary, and her fiscal 2012 LTI target is 510% of her base
salary for median performance.
Looking
Ahead Executive Compensation Program for Fiscal
2012
In fiscal 2011, management and the Board of Directors conducted
a comprehensive strategic review of the Companys recent
financial performance and business strategies. In July 2011, the
Company announced a new strategic framework focused on expansion
of the Companys brand and product platforms in its three
core categories of simple meals, healthy beverages and baked
snacks. The new framework is centered on three growth strategies:
|
|
|
|
l
|
Stabilize and then profitably grow the Companys North
America soup and simple meals business.
|
|
|
l
|
Expand the companys international presence.
|
|
|
l
|
Continue to drive growth in the Companys healthy beverages
and baked snacks businesses.
|
Implementation of the Companys new strategic framework
will require substantial investment in fiscal 2012 to extend
product platforms, re-invigorate consumer-focused marketing to
expand the equities of its core brands, and drive global
expansion. The Company expects that these investments will set
the stage for profitable growth in fiscal 2013 and beyond.
The executive compensation program for fiscal 2012 will be
designed to support the successful execution of the new
strategic framework. A significant portion of the grants under
the LTI Program will be based on two key metrics net
sales and EPS growth which are primary drivers of
long-term shareholder returns. The AIP scorecard for fiscal 2012
will focus on financial, marketplace, operational and strategic
performance objectives that are critical to the execution of the
strategy. Additional detail regarding the fiscal 2012 programs
will be provided in the 2012 proxy statement.
35
Fiscal 2011
Summary Compensation Table
The following Summary Compensation Table (SCT)
provides information concerning the compensation of the
Companys Chief Executive Officer, Chief Financial Officer
and the three other most highly compensated executive officers
(named executive officers or NEOs) for
fiscal 2011. Fiscal 2010 and fiscal 2009 information is not
included for Mark R. Alexander because he was not a named
executive officer of the Company during those fiscal years. The
principal position shown in the table for each NEO is as of
July 31, 2011. As noted above, Denise M. Morrison assumed
the role of President and Chief Executive Officer on
August 1, 2011, the first day of the 2012 fiscal year. For
a complete understanding of the table, please read the narrative
disclosures that follow the table.
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|
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|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
Change
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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In Pension
|
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|
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Non-Equity
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Value and
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Incentive
|
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Nonqualified
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
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Plan
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Deferred
|
|
|
All Other
|
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Name and
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
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|
Compensation
|
|
|
Compensation
|
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|
Compensation
|
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|
Principal Position
|
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|
Year
|
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Awards ($)
|
|
|
Awards ($)
|
|
|
($)
|
|
|
Earnings ($)
|
|
|
($)
|
|
|
Total ($)
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
Douglas R. Conant
|
|
|
|
2011
|
|
|
|
$
|
1,185,000
|
|
|
|
$
|
0
|
|
|
|
$
|
7,501,564
|
|
|
|
$
|
0
|
|
|
|
$
|
1,244,250
|
|
|
|
$
|
936,749
|
|
|
|
$
|
224,372
|
|
|
|
$
|
11,091,935
|
|
President and Chief Executive
|
|
|
|
2010
|
|
|
|
$
|
1,185,000
|
|
|
|
$
|
0
|
|
|
|
$
|
7,229,271
|
|
|
|
$
|
0
|
|
|
|
$
|
1,510,875
|
|
|
|
$
|
2,028,962
|
|
|
|
$
|
215,555
|
|
|
|
$
|
12,169,663
|
|
Officer
|
|
|
|
2009
|
|
|
|
$
|
1,185,000
|
|
|
|
$
|
0
|
|
|
|
$
|
8,101,198
|
|
|
|
$
|
0
|
|
|
|
$
|
2,044,125
|
|
|
|
$
|
2,955,393
|
|
|
|
$
|
226,889
|
|
|
|
$
|
14,512,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
Denise M. Morrison
|
|
|
|
2011
|
|
|
|
$
|
837,500
|
|
|
|
$
|
0
|
|
|
|
$
|
1,729,674
|
|
|
|
$
|
0
|
|
|
|
$
|
602,292
|
|
|
|
$
|
421,606
|
|
|
|
$
|
100,851
|
|
|
|
$
|
3,691,923
|
|
Executive Vice President and
|
|
|
|
2010
|
|
|
|
$
|
650,000
|
|
|
|
$
|
0
|
|
|
|
$
|
1,930,127
|
|
|
|
$
|
0
|
|
|
|
$
|
323,213
|
|
|
|
$
|
768,958
|
|
|
|
$
|
78,332
|
|
|
|
$
|
3,750,630
|
|
Chief Operating Officer
|
|
|
|
2009
|
|
|
|
$
|
628,333
|
|
|
|
$
|
0
|
|
|
|
$
|
2,115,016
|
|
|
|
$
|
0
|
|
|
|
$
|
686,205
|
|
|
|
$
|
91,230
|
|
|
|
$
|
67,825
|
|
|
|
$
|
3,588,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
|
|
|
|
|
B. Craig Owens
|
|
|
|
2011
|
|
|
|
$
|
793,000
|
|
|
|
$
|
0
|
|
|
|
$
|
3,360,612
|
|
|
|
$
|
0
|
|
|
|
$
|
573,628
|
|
|
|
$
|
1,131,097
|
|
|
|
$
|
617,473
|
|
|
|
$
|
6,475,810
|
|
Senior Vice President,
|
|
|
|
2010
|
|
|
|
$
|
780,000
|
|
|
|
$
|
0
|
|
|
|
$
|
2,255,056
|
|
|
|
$
|
0
|
|
|
|
$
|
563,550
|
|
|
|
$
|
1,110,334
|
|
|
|
$
|
423,672
|
|
|
|
$
|
5,132,612
|
|
Chief Financial Officer and Chief Administrative Officer
|
|
|
|
2009
|
|
|
|
$
|
641,500
|
|
|
|
$
|
1,350,000
|
|
|
|
$
|
1,563,540
|
|
|
|
$
|
0
|
|
|
|
$
|
672,750
|
|
|
|
$
|
426,950
|
|
|
|
$
|
446,160
|
|
|
|
$
|
5,100,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellen Oran Kaden
|
|
|
|
2011
|
|
|
|
$
|
632,225
|
|
|
|
$
|
40,000
|
|
|
|
$
|
2,660,615
|
|
|
|
$
|
0
|
|
|
|
$
|
418,908
|
|
|
|
$
|
325,643
|
|
|
|
$
|
169,227
|
|
|
|
$
|
4,246,618
|
|
Senior Vice President
|
|
|
|
2010
|
|
|
|
$
|
627,000
|
|
|
|
$
|
0
|
|
|
|
$
|
1,777,150
|
|
|
|
$
|
0
|
|
|
|
$
|
407,707
|
|
|
|
$
|
835,829
|
|
|
|
$
|
172,944
|
|
|
|
$
|
3,820,630
|
|
Law and Government Affairs
|
|
|
|
2009
|
|
|
|
$
|
622,500
|
|
|
|
$
|
0
|
|
|
|
$
|
2,087,268
|
|
|
|
$
|
0
|
|
|
|
$
|
661,924
|
|
|
|
$
|
887,309
|
|
|
|
$
|
165,921
|
|
|
|
$
|
4,424,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Alexander
|
|
|
|
2011
|
|
|
|
$
|
487,500
|
|
|
|
$
|
0
|
|
|
|
$
|
1,791,529
|
|
|
|
$
|
0
|
|
|
|
$
|
344,666
|
|
|
|
$
|
268,628
|
|
|
|
$
|
1,114,498
|
|
|
|
$
|
4,006,821
|
|
Senior Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President Campbell International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary (Column
C)
The amounts reported in this column represent base salaries paid
to each of the NEOs for fiscal 2011, 2010 and 2009, if the
individual was a NEO in those years.
Bonus (Column
D)
The amount reported in this column for fiscal 2009 represents a
one-time cash payment to Mr. Owens in recognition of the
forfeiture of short-term incentive opportunity and long-term
incentive grants from Mr. Owens prior employment. The
amount reported in this column for Ms. Kaden represents a
payment under an employee recognition program for outstanding
performance. Payments under the AIP are listed in column G.
Stock Awards
(Column E)
The amounts reported in this column include LTI awards and, for
Mr. Owens, Ms. Kaden and Mr. Alexander, Strategic
Transition Grants made on July 1, 2011 to a limited number
of executives in connection with the strategic and leadership
transition. For additional detail regarding these grants, see
the Grants of Plan-Based Awards for Fiscal 2011 table on
page 39.
The amounts reported represent the aggregate grant date fair
value of the stock awards, calculated in accordance with ASC
Topic 718, for the listed fiscal year. The assumptions used by
the Company in calculating these amounts are included in
Note 17 to the Consolidated Financial Statements in the
Companys Annual Report on
Form 10-K
for the year ended July 31, 2011 (2011
Form 10-K).
In accordance with current SEC disclosure requirements, the
amount reported for fiscal 2009, which was previously
36
reported as the compensation expense recognized for financial
reporting purposes, is reported above as the grant date fair
value. To see the value of stock awards actually received by the
NEOs in fiscal 2011, see the Option Exercises and Stock Vested
in Fiscal 2011 table on page 42.
The amounts reported in the SCT for these awards may not
represent the amounts that the NEOs will actually realize from
the awards. Whether, and to what extent, a NEO realizes value
will depend on the Companys actual operating performance,
stock price fluctuations and the NEOs continued
employment. Additional information on all outstanding stock
awards is reflected in the Outstanding Equity Awards at 2011
Fiscal Year-End table on page 40.
Option Awards
(Column F)
No stock options were granted to executives in fiscal years
2011, 2010 and 2009, therefore, there is no amount to report
above. The Company ceased issuing stock options to employees
beginning in fiscal 2006. To see the value received by NEOs upon
exercise of option awards in fiscal 2011, see the Option
Exercises and Stock Vested in Fiscal 2011 table on page 42.
Details for each of the outstanding option awards to NEOs can be
found in the Outstanding Equity Awards at 2011 Fiscal Year-End
table on page 40.
Non-Equity
Incentive Plan Compensation (Column G)
The amounts reported in this column reflect the amounts earned
and paid to the NEOs for fiscal 2011, 2010 and 2009 under the
AIP. Payments under the AIP were calculated as described in the
Compensation Discussion and Analysis beginning on page 28.
Change in Pension
Value and Nonqualified Deferred Compensation Earnings (Column
H)
The change in pension amounts reported for fiscal 2011 are
comprised of changes between August 1, 2010 and
July 31, 2011 in the actuarial present value of the
accumulated pension benefits for each of the NEOs. The NEOs
receive pension benefits under the same formula applied to all
U.S. salaried employees, except for benefits accrued under
the Mid-Career Hire Pension Plan. The assumptions used by the
Company in calculating the change in pension value are described
beginning on page 45.
The values reported in this column are theoretical, as those
amounts are calculated pursuant to SEC requirements and are
based on assumptions used in preparing the Companys
consolidated audited financial statements for the years ended
August 1, 2010 and July 31, 2011. The Companys
pension plans utilize a different method of calculating
actuarial present value for the purpose of determining a lump
sum payment, if any, under the plans. The change in pension
value from year to year as reported in the table is subject to
market volatility and may not represent the value that a NEO
will actually accrue under the Companys pension plans
during any given year. The material provisions of the
Companys pension plans and deferred compensation plans are
described beginning on page 43 and on page 47.
No NEO received above-market earnings (as this term is defined
by the SEC) on their nonqualified deferred compensation accounts
during fiscal 2011.
All Other
Compensation (Column I)
The amounts reported in this column reflect, for each NEO, the
sum of (i) the incremental cost to the Company of all
perquisites and other personal benefits; (ii) amounts
contributed by the Company to the 401(k) plan and the 401(k)
supplemental program, which are part of the Companys
deferred compensation plans; and (iii) the premiums paid by
the Company for executive long-term disability benefits.
37
The following table outlines those (i) perquisites and
other personal benefits and (ii) additional all other
compensation required by the SEC rules to be separately
quantified:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401(k)
|
|
|
|
Supplemental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal
|
|
|
|
Company
|
|
|
|
Company
|
|
|
|
Long-Term
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Choice(1)
|
|
|
|
Contribution
|
|
|
|
Contribution(2)
|
|
|
|
Disability
|
|
|
|
Other
|
|
|
|
Total
|
|
Douglas R. Conant
|
|
|
$
|
48,000
|
|
|
|
$
|
9,800
|
|
|
|
$
|
77,989
|
|
|
|
$
|
5,847
|
|
|
|
$
|
82,736
|
(3)
|
|
|
$
|
224,372
|
|
|
Denise M. Morrison
|
|
|
$
|
32,000
|
|
|
|
$
|
9,800
|
|
|
|
$
|
29,032
|
|
|
|
$
|
4,451
|
|
|
|
$
|
25,568
|
(4)
|
|
|
$
|
100,851
|
|
|
B. Craig Owens
|
|
|
$
|
32,000
|
|
|
|
$
|
10,325
|
|
|
|
$
|
35,013
|
|
|
|
$
|
4,594
|
|
|
|
$
|
535,541
|
(5)
|
|
|
$
|
617,473
|
|
|
Ellen Oran Kaden
|
|
|
$
|
47,000
|
|
|
|
$
|
9,800
|
|
|
|
$
|
25,092
|
|
|
|
$
|
5,557
|
|
|
|
$
|
81,778
|
(6)
|
|
|
$
|
169,227
|
|
|
Mark R. Alexander
|
|
|
$
|
32,000
|
|
|
|
$
|
9,800
|
|
|
|
$
|
14,643
|
|
|
|
$
|
2,479
|
|
|
|
$
|
1,055,576
|
(7)
|
|
|
$
|
1,114,498
|
|
|
|
|
|
(1) |
|
See page 33 for a description of the Companys
Personal Choice program |
|
(2) |
|
See page 47 for a description of the supplemental 401(k)
program. |
|
(3) |
|
Other compensation includes $54,014 for driver expenses and
$28,553 for vehicle expenses. |
|
(4) |
|
Other compensation includes $4,858 for use of a car service,
$15,134 for driver expenses and $5,015 for vehicle expenses. |
|
(5) |
|
Other compensation includes $535,156 for relocation expenses. |
|
(6) |
|
Other compensation includes $81,778 for driver expenses. |
|
(7) |
|
Other compensation includes $926,597 for expenses associated
with an overseas assignment and $128,979 of relocation expenses. |
Total
Compensation (Column J)
The amounts reported in this column are the sum of columns C
through I for each of the NEOs. All compensation amounts
reported in this column include amounts paid and amounts
deferred.
38
Grants of
Plan-Based Awards in Fiscal 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
|
|
Estimated Future Payouts
|
|
|
|
Other
|
|
|
|
Awards:
|
|
|
|
Exercise
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
|
Under Equity Incentive Plan
|
|
|
|
Stock
|
|
|
|
# of
|
|
|
|
or Base
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards
|
|
|
|
Awards
|
|
|
|
Awards:
|
|
|
|
Securities
|
|
|
|
Price of
|
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# of
|
|
|
|
Underlying
|
|
|
|
Option
|
|
|
|
Value of
|
|
|
|
|
|
|
|
Grant
|
|
|
|
Threshold
|
|
|
|
Target
|
|
|
|
Maximum
|
|
|
|
Threshold
|
|
|
|
Target
|
|
|
|
Maximum
|
|
|
|
Stock
|
|
|
|
Options
|
|
|
|
Awards
|
|
|
|
Stock
|
|
Name
|
|
|
|
|
|
Date
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
($)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
(#)
|
|
|
|
Units (#)
|
|
|
|
(#)
|
|
|
|
($/sh)
|
|
|
|
Awards ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas R. Conant
|
|
|
TSR Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,955
|
|
|
|
|
127,911
|
|
|
|
|
287,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,523,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,819
|
|
|
|
|
54,819
|
|
|
|
|
54,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,978,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP
|
|
|
|
5/27/2010
|
|
|
|
$
|
0
|
|
|
|
$
|
1,777,500
|
|
|
|
$
|
3,555,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denise M. Morrison
|
|
|
TSR Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,746
|
|
|
|
|
29,493
|
|
|
|
|
66,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,273,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,640
|
|
|
|
|
12,640
|
|
|
|
|
12,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
456,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP
|
|
|
|
5/27/2010
|
|
|
|
$
|
0
|
|
|
|
$
|
860,417
|
|
|
|
$
|
1,720,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Craig Owens
|
|
|
TSR Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,949
|
|
|
|
|
39,899
|
|
|
|
|
89,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,722,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,100
|
|
|
|
|
17,100
|
|
|
|
|
17,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
617,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic
|
|
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,020,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP
|
|
|
|
5/27/2010
|
|
|
|
$
|
0
|
|
|
|
$
|
795,600
|
|
|
|
$
|
1,591,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellen Oran Kaden
|
|
|
TSR Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,722
|
|
|
|
|
31,444
|
|
|
|
|
70,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,357,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,476
|
|
|
|
|
13,476
|
|
|
|
|
13,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
486,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic
|
|
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
816,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP
|
|
|
|
5/27/2010
|
|
|
|
$
|
0
|
|
|
|
$
|
569,943
|
|
|
|
$
|
1,139,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Alexander
|
|
|
TSR Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,312
|
|
|
|
|
16,625
|
|
|
|
|
37,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
717,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS Grant
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,125
|
|
|
|
|
7,125
|
|
|
|
|
7,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
257,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic
|
|
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
816,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIP
|
|
|
|
5/27/2010
|
|
|
|
$
|
0
|
|
|
|
$
|
391,666
|
|
|
|
$
|
783,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Compensation Committee sets annual grant targets for
executives participating in the LTI Program. The dollar targets
are expressed as a percentage of salary and converted to units
based upon the average closing stock price during the last 20
trading days in the month of August. The Committees
practice is to approve LTI grants at its September meeting with
a grant date of October 1. The performance period for all
performance-based grants made during fiscal 2011 is fiscal years
2011-2013.
The target units are credited to the executives on the grant
date. For units granted in fiscal 2011, dividend equivalents
will not be paid on the units during the performance period.
Instead, accumulated dividends will be paid on the restricted
share units that vest at the end of the performance period when
the grants are paid out.
The Compensation Committee certifies the attainment of
performance goals, and any earned shares are distributed to
participants following the end of the applicable performance
period. One-third of EPS units are paid based on EPS performance
in each of fiscal years 2011, 2012 and 2013. See the description
in the CD&A beginning on page 30 for information about
targets, performance goals and payment of shares. The grants
have specific rules related to the treatment of the units in the
event of termination for cause, voluntary resignation,
retirement, involuntary termination and change in control. These
provisions are described under Potential Payments Upon
Termination or Change in Control beginning on page 48.
The amounts listed under the Estimated Possible Payments under
Non-Equity Incentive Plan Awards Columns represent the minimum,
target and maximum payouts for each executive under the AIP for
fiscal 2011. Actual amounts awarded for fiscal 2011 to each NEO
are listed in the Summary Compensation Table on page 36.
39
Outstanding
Equity Awards at 2011 Fiscal Year-End
The following table provides information on the current holdings
of stock options and restricted share units by the NEOs. This
table includes unexercised option awards; unvested time-lapse
restricted share units; and unvested performance-restricted
share units. Each equity grant is shown separately for each NEO.
The vesting schedule for the grants is shown following this
table, based on the grant date. The market value of the stock
awards is based on the closing market price of Campbell stock on
July 29, 2011, which was $33.05. The performance-restricted
share units, which were initially granted on October 1,
2008, October 1, 2009 and October 1, 2010 are subject
to specific goals during the performance period as explained in
the CD&A beginning on page 30. The market value as of
July 29, 2011, shown below assumes the satisfaction of
these goals. For additional information about the option and
stock awards granted prior to fiscal 2009, see the description
of long-term incentive compensation in the CD&A beginning
on page 30.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1)
|
|
|
Stock Awards(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Incentive
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Plan
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number
|
|
|
Market
|
|
|
|
Grant
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
of
|
|
|
Value of
|
|
|
|
Date
|
|
|
Options
|
|
|
Options
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Grant
|
|
|
Unvested
|
|
|
Unvested
|
|
|
Unvested
|
|
|
Unvested
|
|
|
|
for
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Date for
|
|
|
Stock
|
|
|
Stock
|
|
|
Stock
|
|
|
Stock
|
|
|
|
Options
|
|
|
(#)
|
|
|
(#)
|
|
|
Options (#)
|
|
|
Price ($)
|
|
|
Date
|
|
|
Restricted
|
|
|
Units (#)
|
|
|
Units ($)
|
|
|
Units (#)
|
|
|
Units ($)
|
Name
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
Units
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
Douglas R. Conant
|
|
|
|
7/25/2002
|
|
|
|
|
310,695
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
22.95
|
|
|
|
|
7/25/2012
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,783
|
|
|
|
$
|
4,157,128
|
|
|
|
|
|
9/25/2003
|
|
|
|
|
904,000
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
26.84
|
|
|
|
|
9/25/2013
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,770
|
|
|
|
$
|
5,015,999
|
|
|
|
|
|
9/23/2004
|
|
|
|
|
805,000
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
26.36
|
|
|
|
|
9/23/2014
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,911
|
|
|
|
$
|
4,227,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,969
|
|
|
|
$
|
593,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,364
|
|
|
|
$
|
1,433,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,819
|
|
|
|
$
|
1,811,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denise M. Morrison
|
|
|
|
4/28/2003
|
|
|
|
|
65,000
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
22.10
|
|
|
|
|
4/28/2013
|
|
|
|
|
10/1/2008
|
|
|
|
|
13,500
|
|
|
|
$
|
446,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/25/2003
|
|
|
|
|
62,000
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
26.84
|
|
|
|
|
9/25/2013
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,423
|
|
|
|
$
|
807,180
|
|
|
|
|
|
9/23/2004
|
|
|
|
|
41,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26.36
|
|
|
|
|
9/23/2014
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,520
|
|
|
|
$
|
1,339,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,493
|
|
|
|
$
|
974,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,489
|
|
|
|
$
|
115,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,578
|
|
|
|
$
|
382,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,640
|
|
|
|
$
|
417,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. Craig Owens
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/2008
|
|
|
|
|
20,600
|
|
|
|
$
|
680,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/1/2011
|
|
|
|
|
29,456
|
|
|
|
$
|
973,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,342
|
|
|
|
$
|
1,564,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,899
|
|
|
|
$
|
1,318,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,527
|
|
|
|
$
|
447,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,100
|
|
|
|
$
|
565,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellen Oran Kaden
|
|
|
|
9/28/2001
|
|
|
|
|
108,000
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
27.99
|
|
|
|
|
9/28/2011
|
|
|
|
|
7/1/2011
|
|
|
|
|
23,565
|
|
|
|
$
|
778,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/25/2002
|
|
|
|
|
86,250
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
22.95
|
|
|
|
|
7/25/2012
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,408
|
|
|
|
$
|
1,071,084
|
|
|
|
|
|
9/25/2003
|
|
|
|
|
100,000
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
26.84
|
|
|
|
|
9/25/2013
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,309
|
|
|
|
$
|
1,233,062
|
|
|
|
|
|
9/23/2004
|
|
|
|
|
75,900
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
$
|
26.36
|
|
|
|
|
9/23/2014
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,444
|
|
|
|
$
|
1,039,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,630
|
|
|
|
$
|
153,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,660
|
|
|
|
$
|
352,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,476
|
|
|
|
$
|
445,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Alexander
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2008
|
|
|
|
|
1,999
|
|
|
|
$
|
66,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
4,719
|
|
|
|
$
|
155,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
8,100
|
|
|
|
$
|
267,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/1/2011
|
|
|
|
|
23,565
|
|
|
|
$
|
778,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,988
|
|
|
|
$
|
462,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,513
|
|
|
|
$
|
545,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,625
|
|
|
|
$
|
549,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/1/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,125
|
|
|
|
$
|
235,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All options vested in accordance with the following schedule: |
|
|
|
|
|
the first 30% vested on the first anniversary of the grant date;
|
|
|
|
an additional 30% vested on the second anniversary of the grant
date; and
|
|
|
|
an additional 40% vested on the third anniversary of the grant
date.
|
40
|
|
|
(2) |
|
The stock awards vest as explained below. |
|
|
|
|
|
The time-lapse restricted share units listed in column
(g) vest as follows:
|
|
|
|
|
|
Grant Date
|
|
Grantee(s)
|
|
Vesting Schedule
|
|
October 1, 2008
|
|
Denise M. Morrison
|
|
September 30, 2011
|
October 1, 2008
|
|
Mark R. Alexander
|
|
September 30, 2011
|
November 1, 2008
|
|
B. Craig Owens
|
|
November 1, 2011
|
October 1, 2009
|
|
Mark R. Alexander
|
|
2,359 shares on September 30, 2011
|
|
|
|
|
2,360 shares on September 30, 2012
|
|
|
|
|
8,100 shares on October 1, 2012
|
July 1, 2011
|
|
B. Craig Owens
|
|
June 30, 2013
|
July 1, 2011
|
|
Ellen Oran Kaden
|
|
June 30, 2013
|
July 1, 2011
|
|
Mark R. Alexander
|
|
June 30, 2013
|
|
|
|
|
|
The performance-restricted share units listed in column
(i) vest in accordance with the following schedule:
|
|
|
|
Grant Dates
|
|
Vesting Schedule
|
|
10/1/2008, 10/1/2009
and 10/1/2010
|
|
The TSR performance-restricted share units which are listed
first in column (i), vest 100% in 3 years provided the
Company achieves a TSR ranking that results in a 100% payment
(see pages 30 through 31 of the CD&A). The EPS
performance-restricted share units which are listed second in
column (i), vest 1/3 in 1 year; 1/3 in 2 years; and
1/3 in 3 years, provided the fiscal year EPS performance
goal is achieved (see page 30 of the CD&A).
|
41
Option Exercises
and Stock Vested in Fiscal 2011
The following table provides information, for the NEOs on
(1) stock option exercises during fiscal 2011, including
the number of shares acquired upon exercise and the value
realized, and (2) the number of shares acquired upon the
vesting of stock awards and the value realized, each before
payment of any applicable withholding tax.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
|
|
Number of
|
|
|
|
|
Shares Acquired
|
|
Value Realized
|
|
Shares
|
|
Value Realized
|
|
|
on Exercise
|
|
on Exercise
|
|
Acquired on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
Douglas R. Conant(1)
|
|
|
900,000
|
|
|
$
|
5,137,458
|
|
|
|
179,748
|
|
|
$
|
6,425,991
|
|
Denise M. Morrison(2)
|
|
|
0
|
|
|
$
|
0
|
|
|
|
42,676
|
|
|
$
|
1,479,903
|
|
B. Craig Owens(3)
|
|
|
0
|
|
|
$
|
0
|
|
|
|
27,363
|
|
|
$
|
987,497
|
|
Ellen Oran Kaden(4)
|
|
|
0
|
|
|
$
|
0
|
|
|
|
43,046
|
|
|
$
|
1,555,955
|
|
Mark R. Alexander(5)
|
|
|
75,413
|
|
|
$
|
598,815
|
|
|
|
23,538
|
|
|
$
|
841,484
|
|
|
|
|
(1) |
|
The dollar value realized on exercise of stock options reflects
the total pre-tax value realized (Campbell stock price at
exercise minus the options exercise price).
Mr. Conant received 39,650 shares at a market price of
$35.75 on September 30, 2010 upon the vesting of EPS
performance-restricted shares. In addition, on
September 30, 2010, his deferred compensation account was
credited with 122,585 shares upon the vesting of TSR
performance-restricted shares at 100% of the initial grant
amount, and 17,513 shares upon the vesting of EPS
performance-restricted shares. He had elected to defer these
shares to the Campbell stock fund in the Supplemental Retirement
Plan shortly after the grant date. |
|
(2) |
|
Ms. Morrison received 21,904 shares at a market price
of $35.75 on September 30, 2010 upon the vesting of TSR
performance-restricted shares at 100% of the initial grant
amount, and 13,972 shares with a market price of $35.75 on
September 30, 2010, upon the vesting of EPS
performance-restricted shares. Ms. Morrison also received
6,800 TSR performance-restricted shares which vested on
September 23, 2010 at 100% of the initial grant amount at a
market price of $29.02, which was the market price on the date
the shares became taxable under the banking feature of the LTI
Program. |
|
(3) |
|
Mr. Owens received 20,600 shares at a market price of
$36.20 on November 1, 2010 upon the vesting of time-lapse
restricted shares, and 6,763 shares with a market price of
$35.75 on September 30, 2010, upon the vesting of EPS
performance-restricted shares. |
|
(4) |
|
Ms. Kaden received 22,317 shares at a market price of
$35.75 on September 30, 2010 upon the vesting of TSR
performance-restricted shares at 100% of the initial grant
amount, and 14,743 shares with a market price of $35.75 on
September 30, 2010, upon the vesting of EPS
performance-restricted shares. Ms. Kaden also received
5,986 TSR performance-restricted shares which vested on
September 23, 2010 at 100% of the initial grant amount at a
market price of $38.60, which was the market price on the date
the shares became taxable under the banking feature of the LTI
Program. |
|
(5) |
|
The dollar value realized on exercise of stock options reflects
the total pre-tax value realized (Campbell stock price at
exercise minus the options exercise price).
Mr. Alexander received 16,783 shares at a market price
of $35.75 on September 30, 2010 upon the vesting of TSR
performance-restricted shares at 100% of the initial grant
amount, and 6,755 shares with a market price of $35.75 on
September 30, 2010, upon the vesting of time-lapse
restricted shares. |
42
Pension
Benefits Fiscal 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Present
|
|
|
|
|
|
|
|
|
|
|
|
Years of
|
|
|
|
Value of
|
|
|
|
Payments
|
|
|
|
|
|
|
|
Credited
|
|
|
|
Accumulated
|
|
|
|
During Last
|
|
|
|
|
|
|
|
Service
|
|
|
|
Benefit
|
|
|
|
Fiscal Year
|
|
Name
|
|
|
Plan Name
|
|
|
(#)
|
|
|
|
($)
|
|
|
|
($)
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
(d)
|
|
|
|
(e)
|
|
Douglas R. Conant
|
|
|
Retirement and Pension Plan
|
|
|
|
10.6
|
|
|
|
$
|
224,935
|
|
|
|
$
|
0
|
|
|
|
|
|
Mid-Career Hire Pension Plan
|
|
|
|
10.6
|
|
|
|
$
|
14,477,450
|
|
|
|
$
|
0
|
|
|
Denise M. Morrison
|
|
|
Retirement and Pension Plan
|
|
|
|
8.3
|
|
|
|
$
|
174,938
|
|
|
|
$
|
0
|
|
|
|
|
|
Mid-Career Hire Pension Plan
|
|
|
|
8.3
|
|
|
|
$
|
3,110,986
|
|
|
|
$
|
0
|
|
|
B. Craig Owens
|
|
|
Retirement and Pension Plan
|
|
|
|
2.8
|
|
|
|
$
|
72,613
|
|
|
|
$
|
0
|
|
|
|
|
|
Mid-Career Hire Pension Plan
|
|
|
|
2.8
|
|
|
|
$
|
2,595,768
|
|
|
|
$
|
0
|
|
|
Ellen Oran Kaden
|
|
|
Retirement and Pension Plan
|
|
|
|
13.3
|
|
|
|
$
|
516,432
|
|
|
|
$
|
0
|
|
|
|
|
|
Mid-Career Hire Pension Plan
|
|
|
|
13.3
|
|
|
|
$
|
4,664,642
|
|
|
|
$
|
0
|
|
|
Mark R. Alexander
|
|
|
Retirement and Pension Plan
|
|
|
|
18.9
|
|
|
|
$
|
364,707
|
|
|
|
$
|
0
|
|
|
|
|
|
Mid-Career Hire Pension Plan
|
|
|
|
18.9
|
|
|
|
$
|
1,044,051
|
|
|
|
$
|
0
|
|
|
Senior executives participate in two defined benefit plans:
(1) the Retirement and Pension Plan (Qualified
Plan) and (2) the Mid-Career Hire Pension Plan
(MCHP).
The Qualified
Plan
The Qualified Plan was established and designed to provide
funded, tax-qualified pension benefits for eligible
U.S.-based
employees of the Company up to the limits allowed under the IRC.
The Qualified Plan became a cash balance pension plan on
May 1, 1999. Participants who had an accrued benefit as of
April 30, 1999 are eligible to receive the greater of their
pension benefit under the prior plan formula, which is based on
final average pay, or the cash balance benefit. Employees who
became participants in the Qualified Plan on or after
May 1, 1999 are eligible only for the cash balance benefit.
All of the NEOs, with the exception of Ms. Kaden and Mr.
Alexander, became participants in the Qualified Plan after
May 1, 1999.
In January 2010, the Board of Directors took action to close the
Qualified Plan to new participants, effective December 31,
2010 and, instead, offer eligible employees new defined
contribution benefits with enhancements to the Companys
401(k) plan. This action is consistent with the Companys
efforts to move towards defined contribution plans as the
vehicle for offering retirement benefits to its employees. The
Qualified Plan remains available to all active participants.
A participant in the Qualified Plan receives an account
consisting of an opening account balance, pay credits and
interest credits.
|
|
|
|
|
Opening Account Balance: If an employee was an
active participant on April 30, 1999, he or she would
receive an opening account balance consisting of an age 65
benefit accrued under the Qualified Plan as of December 31,
1998, converted to a lump sum cash value using an interest rate
of 5.25% and the 1983 unisex Group Annuity Mortality table. If
an employee became a participant on or after May 1, 1999,
the opening account balance is zero.
|
43
|
|
|
|
|
Pay Credits: Pay credits equal a percentage of
a participants eligible compensation, which is limited by
the IRC. Pay credits are credited as of the last day of each
calendar year and made based upon the following formula:
|
|
|
|
|
|
Age as of December 31
|
|
|
of Prior Calendar Year
|
|
Pay Credit Rate
|
|
Less than 30
|
|
|
4.5
|
%
|
30 but less than 40
|
|
|
5.5
|
%
|
40 but less than 50
|
|
|
7.0
|
%
|
50 but less than 60
|
|
|
8.0
|
%
|
60 or more
|
|
|
9.0
|
%
|
If a participant terminates employment before the end of a
calendar year, he or she will be credited with pay credits as of
the last day of the month in which the employment ended.
|
|
|
|
|
Interest Credits: Interest is credited to a
participants cash balance account as of the last day of
each calendar year and is based on the average annual yield on
the 30-year
U.S. Treasury securities for the November of the prior
calendar year. Interest credits will never be less than 2.5% or
more than 10%.
|
Eligible compensation includes non-deferred base pay and AIP
payments, deferred compensation attributable to pre-tax
contributions for medical and dental premiums and 401(k) plan
deferrals. Under the Qualified Plan, the named executive
officers are not eligible for unreduced benefits before
attaining the normal retirement age of 65. The only exceptions
are Ms. Kaden and Mr. Alexander, who will each be eligible for
an unreduced benefit after attaining age 62. In addition,
the Company does not credit extra service beyond the actual
years of an employees participation in the plan. Qualified
Plan participants are 100% vested in their accrued benefit after
attaining three years of service. Lump sum payments are
available as a form of distribution under the Qualified Plan.
The Present Value of Accumulated Benefit is the lump sum present
value of the annual pension benefit that was earned as of
July 31, 2011, and that would be payable at age 65.
The present value of accumulated benefits for the Qualified Plan
was determined in the same manner for all named executive
officers, except for Ms. Kaden and Mr. Alexander.
Because Ms. Kaden and Mr. Alexander had an accrued benefit
on April 30, 1999, their benefits are determined using the
prior plan formula of 1% of their Final Average Pay up to the
Social Security Covered Compensation amount plus 1.5% of their
Final Average Pay in excess of the Social Security Covered
Compensation times their years of service. Final Average Pay is
the average of eligible compensation earned in the highest 5
calendar years, whether or not consecutive, during the last
10 years of employment. Social Security Covered
Compensation is the un-indexed average of the taxable wage base
in effect for each calendar year during the
35-year
period ending with the last day of the calendar year in which
the participant ceases to be an employee of the Company. Under
the prior plan formula, if a participant continues to work with
the Company until at least age 55 with 5 years of
service, the benefit is reduced 5% per year for each year that
the benefit commences prior to age 62. If the participant
terminates employment after attaining age 62, he or she is
eligible for an unreduced benefit. The present value of
Ms. Kadens and Mr. Alexanders accumulated
benefit is the lump sum present value of the annual pension
benefit that was earned as of July 31, 2011, and that would
be payable at age 62.
The Mid-Career
Hire Pension Plan (MCHP)
The MCHP is an unfunded, nonqualified plan for certain
U.S.-based
senior executives. It is intended to provide a participant with
a pension benefit which approximates the pension earned by an
employee who worked his or her entire career for the Company.
The Company established the MCHP to attract and retain more
experienced executives who were hired mid-career and would be
unable to accumulate a full pension over an entire career with a
single employer. The MCHP also provides benefits in excess of
the IRC limits that are applicable to the Qualified Plan.
The benefit provided under the MCHP is payable as an annuity
beginning on the first day of the seventh month following
termination of employment. Depending on a participants age
and years of service, he or she
44
will be eligible to receive an MCHP benefit under either the
income replacement formula or the excess benefit formula. If a
participant satisfies the eligibility criteria such that he or
she is eligible for an MCHP benefit under both formulas, the
formula resulting in the higher benefit shall apply.
In May 2010, the Committee determined to close the MCHP to any
new participants, effective December 31, 2010 and, instead,
offer eligible senior executives a new nonqualified defined
contribution account with a vesting schedule designed to balance
attraction and retention objectives. Like the closure of the
Qualified Plan, this action is consistent with the
Companys efforts to move towards defined contribution
plans as the vehicle for offering retirement benefits to its
employees. The current MCHP design will be maintained for all
active participants.
Income
Replacement Formula
A participant who is age 55 with at least 5 years of
employment is eligible for an MCHP benefit under the income
replacement formula. If such a participant terminates employment
on or after age 62, the MCHP benefit is calculated as an
annual single life annuity equal to 37.5% of a
participants Adjusted Final Pay reduced by the Qualified
Plan benefit. If the participant terminates before age 62,
the single life annuity will be reduced by 5% per year for each
year that the benefit commences prior to age 62. Adjusted
Final Pay is equal to the average of eligible compensation
earned in the highest 5 calendar years, whether or not
consecutive, during the last 10 years of a
participants career as a covered employee. Participants
are eligible for unreduced pensions under the income replacement
formula beginning at age 62.
Excess Benefit
Formula
A participant who has at least 3 years of service is
eligible for an MCHP benefit under the excess benefit formula.
If such a participant terminates employment on or after
3 years of service, the benefit is calculated using the
pension formula under the Qualified Plan described above but
only on eligible compensation in excess of the IRC limit on
compensation. Participants shall receive reduced pensions under
the excess benefit formula if they begin to receive payments
before normal retirement age, which is age 65.
The MCHP defines eligible compensation in the same manner as in
the Qualified Plan. In addition, the MCHP provides benefit
accruals on base pay or AIP payments that are deferred.
Mr. Conant, Ms. Morrison and Ms. Kaden are vested
in the MCHP benefit using the income replacement formula as they
have satisfied the age and service criteria. Currently, none of
the NEOs have attained age 62. The Company does not grant
extra years of service for the pension benefit portion of the
MCHP benefit. The Present Value of Accumulated Benefit is the
lump sum present value of the annual pension benefit that was
earned as of July 31, 2011, and that would be payable under
the MCHP at age 62. A lump sum form of payment was used for
purposes of completing the Pension Benefit Table, although a
lump sum form of payment is not available under the MCHP.
Assumptions
For purposes of determining the Present Value of Accumulated
Benefits, the following assumptions were used:
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
2011
|
|
2010
|
|
2009
|
ASC 715 Discount Rate
|
|
5.3%
|
|
5.4%
|
|
6.0%
|
Retirement Age for Qualified Plan
|
|
65 for cash balance or 62
for the prior plan formula
|
|
65 for cash balance or 62
for the prior plan formula
|
|
65 for cash balance or 62
for the prior plan formula
|
Retirement Age for MCHP
|
|
62
|
|
62
|
|
62
|
Pre-retirement Mortality or Disability
|
|
None
|
|
None
|
|
None
|
Post-retirement Mortality
|
|
1994 GAM M/F
|
|
1994 GAM M/F
|
|
1994 GAM M/F
|
Cash Balance Interest Rate
|
|
4.25%
|
|
4.25%
|
|
4.25%
|
Form of Payment
|
|
Lump sum using ASC 715
assumption methods
|
|
Lump sum using ASC 715
assumption methods
|
|
Lump sum using ASC 715
assumption methods
|
|
|
|
|
|
|
|
The accumulated benefit is calculated based on credited service
and pay as of July 31, 2011. The values reported in the
Present Value of Accumulated Benefit column are theoretical and
are calculated and
45
presented according to SEC requirements. These values are based
on assumptions used in preparing the Companys consolidated
audited financial statements for the year ended July 31,
2011. The Companys pension plans use a different method of
calculating actuarial present value for the purpose of
determining a lump sum payment, if any, under the plans. Using
applicable plan assumptions, the lump sum present value of the
two defined benefit plans combined for each NEO as of
July 31, 2011 and payable as of September 1, 2011 was
as follows: Mr. Conant: $14,414,602; Ms. Morrison:
$3,149,196; Mr. Owens: $294,025; Ms. Kaden:
$5,394,681; and Mr. Alexander: $959,159. All benefit
calculations set forth in this narrative and in the Pension
Benefit Table are estimates only; actual benefits will be based
on data, applicable plan assumptions, pay and service at time of
retirement.
46
Nonqualified
Deferred Compensation Fiscal 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
Withdrawals/
|
|
|
|
|
|
|
|
|
Contributions
|
|
Aggregate
|
|
Distributions
|
|
Aggregate
|
|
|
|
|
Executive
|
|
in
|
|
Earnings in
|
|
in
|
|
Balance at
|
|
|
|
|
Contributions in
|
|
Last Fiscal
|
|
Last Fiscal
|
|
Last Fiscal
|
|
Fiscal Year
|
|
|
|
|
Last Fiscal Year
|
|
Year
|
|
Year
|
|
Year
|
|
End (1)
|
Name
|
|
Plan Name
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
Douglas R. Conant
|
|
Deferred Compensation Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(173,912
|
)
|
|
$
|
0
|
|
|
$
|
8,529,808
|
|
|
|
Supplemental Retirement Plan
|
|
$
|
5,016,732
|
|
|
$
|
77,989
|
|
|
$
|
(1,271,336
|
)
|
|
$
|
0
|
|
|
$
|
24,737,370
|
|
Denise M. Morrison
|
|
Deferred Compensation Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(842
|
)
|
|
$
|
0
|
|
|
$
|
16,386
|
|
|
|
Supplemental Retirement Plan
|
|
$
|
0
|
|
|
$
|
29,032
|
|
|
$
|
(36,996
|
)
|
|
$
|
0
|
|
|
$
|
724,915
|
|
B. Craig Owens
|
|
Deferred Compensation Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Plan
|
|
$
|
164,450
|
|
|
$
|
35,013
|
|
|
$
|
(2,641
|
)
|
|
$
|
0
|
|
|
$
|
477,539
|
|
Ellen Oran Kaden
|
|
Deferred Compensation Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(62,423
|
)
|
|
$
|
0
|
|
|
$
|
1,215,212
|
|
|
|
Supplemental Retirement Plan
|
|
$
|
0
|
|
|
$
|
25,092
|
|
|
$
|
(9,076
|
)
|
|
$
|
0
|
|
|
$
|
172,899
|
|
Mark R. Alexander
|
|
Deferred Compensation Plan
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(33
|
)
|
|
$
|
0
|
|
|
$
|
642
|
|
|
|
Supplemental Retirement Plan
|
|
$
|
0
|
|
|
$
|
14,643
|
|
|
$
|
(4,043
|
)
|
|
$
|
0
|
|
|
$
|
75,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts listed for Messrs. Conant and Owens and Mses.
Morrison and Kaden include amounts previously reported in
summary compensation tables as salary, annual incentive payments
or the value of grants of restricted stock. |
The Deferred Compensation Plan and the Supplemental Retirement
Plan are unfunded and maintained for the purpose of providing
the Companys
U.S.-based
executives and key managers the opportunity to defer a portion
of their earned compensation. Currently, participants may defer
a portion of their base salaries and annual incentive
compensation. The ability of executives to defer all or a
portion of their long-term incentive awards was eliminated for
fiscal 2009 grants, and the ability to defer base salary was
eliminated as of January 1, 2011.
Each participants contributions to the plans are credited
to an investment account in the participants name. Gains
and losses in the participants account are based on the
performance of the investment choices the participant has
selected. For deferral accounts, six investment choices are
available, including the Campbell Stock Account. In addition to
the Stock Account, participants have the opportunity to invest
in: (i) Vanguards Institutional Index Fund;
(ii) Vanguards Extended Market Index Fund;
(iii) Vanguards Total International Stock Index Fund;
(iv) Vanguards Total Bond Market Index Fund; and
(v) a Charles Schwab Stable Value Fund. A participant may
reallocate his or her investment account at any time among the
six investment choices, except that reallocations of the Stock
Account must be made in compliance with the Companys
policies on trading Company stock. Dividends on amounts invested
in the Stock Account may be reallocated among the six investment
accounts.
The Company credits a participants account with an amount
equal to the matching contribution that the Company would have
made to the participants 401(k) plan account if the
participant had not deferred compensation under the plans. In
addition, for those individuals whose base salary and annual
incentive compensation exceed the IRC indexed compensation limit
for the 401(k) plan ($245,000 for calendar years 2009, 2010 and
2011) and who defer a certain percentage of eligible pay to
the 401(k) plan, the Company credits such individuals
account with an amount equal to the matching contribution the
Company would have made to the 401(k) plan but for the
compensation limit (supplemental 401(k) program). These Company
contributions are fully vested. Except as described above, there
is no Company match on deferred compensation.
47
Potential
Payments upon Termination or Change in Control
The following section describes potential incremental payments
upon termination of a NEOs employment under various
circumstances.
Termination for
Cause
In the event of termination for cause, a NEO will forfeit any:
|
|
|
|
|
unpaid annual incentive compensation;
|
|
|
|
unvested time-lapse restricted and performance-restricted shares
or units; and
|
|
|
|
all unexercised stock options, whether or not vested.
|
The NEO will be entitled to any vested pension benefit and
vested balance in his or her deferred compensation account.
Voluntary
Resignation
In the event of voluntary resignation prior to the end of a
fiscal year, a NEO will forfeit any:
|
|
|
|
|
annual incentive compensation for that fiscal year; and
|
|
|
|
unvested time-lapse restricted and performance-restricted shares
or units.
|
The NEO will be entitled to any vested pension benefits and
vested balance in his or her deferred compensation account, and
can exercise any outstanding vested stock options within three
months of the officers last day of employment.
Retirement
In the event of retirement after attaining age 55 and five
years of service, a NEO will be entitled to:
|
|
|
|
|
A pro rata portion of any annual incentive compensation for the
current fiscal year based upon length of employment during the
year. The pro rata portion will be paid out based upon business
unit/function performance and individual performance as
explained in the CD&A.
|
|
|
|
100% of any unvested time-lapse restricted shares or units,
provided that the executive officer retires at least six months
after the grant date. However, the special retention grants made
in October 2008 to Ms. Morrison and in October 2009 to
Mr. Alexander and the Strategic Transition Grants made in July
2011 to Mr. Owens, Ms. Kaden and Mr. Alexander require
that they continue to be employed by the Company on the date of
vesting.
|
|
|
|
A pro rata portion of any TSR performance-restricted shares or
units based upon length of employment during the three-year
restriction period, provided the executive officer retires at
least six months after the grant date. The pro rata portion will
be paid out at the end of the restriction period based upon the
Companys TSR ranking as explained in the CD&A.
|
|
|
|
100% of any EPS performance-restricted shares or units at the
end of the restriction period based upon the Companys EPS
performance as explained in the CD&A, provided the NEO
retires at least six months after the grant date.
|
The NEO will be entitled to any vested pension benefit and
vested balance in his or her deferred compensation account, and
can exercise any outstanding stock options through the end of
the option expiration period.
48
Involuntary
Termination
In the event of involuntary termination by the Company for any
reason other than cause, a NEO will be entitled to:
|
|
|
|
|
A pro rata portion of any annual incentive compensation based
upon length of employment during the fiscal year, provided the
officer was employed for at least three months in the fiscal
year. The pro rata portion will be paid out based upon business
unit/function performance and individual performance as
explained in the CD&A.
|
|
|
|
A pro rata portion of any unvested time-lapse restricted shares
or units based upon length of employment during the applicable
restriction period, provided the officer was employed for at
least six months following the grant date. This includes the
special retention grants made in October 2008 to
Ms. Morrison and in October 2009 to Mr. Alexander and
the Strategic Transition Grants made in July 2011 to
Mr. Owens, Ms. Kaden and Mr. Alexander.
|
|
|
|
A pro rata portion of any TSR performance-restricted shares or
units based upon length of employment during the three-year
restriction period, provided the executive officers
employment continued at least six months after the grant date.
The pro rata portion will be paid out at the end of the
restriction period based upon the Companys TSR ranking as
explained in the CD&A.
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A pro rata portion of any EPS performance-restricted shares or
units based upon length of employment during the restriction
period, provided the executive officers employment
continued at least six months after the grant date. The pro rata
portion will be paid out at the end of the restriction period
based upon the Companys EPS performance as explained in
the CD&A.
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The NEO will be entitled to any vested pension benefit and
vested balance in any deferred compensation account, and can
exercise any vested outstanding stock options for a period of
three years following the officers last day of employment.
The Company has a regular severance policy that applies to all
the executive officers, including the NEOs. An executive officer
will receive severance benefits equal to two times the
officers base salary if the officers employment is
involuntarily terminated by the Company without cause, except
for change in control severance benefits which are described
below. The severance benefits also include the continuation of
medical benefits and life insurance unless the executive obtains
medical benefits or life insurance from another employer.
In order to receive severance payments executive officers must
execute severance agreements that contain provisions prohibiting
the executive officer from disparaging the Company, soliciting
Company employees to work elsewhere and competing with the
Company.
Change in
Control
Generally, a Change in Control will be deemed to
have occurred in any of the following circumstances:
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(i)
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the acquisition of 25% or more of the outstanding voting stock
of the Company by any person or entity, with certain exceptions
for Dorrance family members;
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(ii)
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the persons serving as directors of the Company as of
September 28, 2000, and those replacements or additions
subsequently approved by a two-thirds vote of the Board, cease
to make up more than 50% of the Board;
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(iii)
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a merger, consolidation or share exchange in which the
shareowners of the Company prior to the merger wind up owning
50% or less of the surviving corporation; or
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(iv)
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a complete liquidation or dissolution of the Company or
disposition of all or substantially all of the assets of the
Company.
|
Under the CIC Agreements with the NEOs, severance pay would
equal two and one half years base salary and annual
incentive, medical, life and disability benefits would be
provided at the expense of the
49
Company for the lesser of (i) 30 months or
(ii) the number of months remaining until the
executives 65th birthday. The Company would pay in a
single payment an amount equal to the value of the benefit the
executive would have accrued under the Companys pension
and 401(k) plans had the executive remained in the employ of the
Company for an additional 30 months or until his or her
65th birthday, if earlier. The payments of these amounts
are listed as other payments in the following tables.
Upon a Change in Control and termination of employment within
two years, all restrictions upon any time-lapse restricted
shares would lapse immediately and all such shares would become
fully vested. An executive officer would become vested in, and
restrictions would lapse on, the greater of (i) fifty
percent (50%) of any performance-restricted shares or
(ii) a pro rata portion of such performance-restricted
shares based on the portion of the performance period that has
elapsed to the date of the change in control.
During any fiscal year in which a Change in Control occurs, each
participant in the Annual Incentive Plan (a) whose
employment is terminated prior to the end of such year or
(b) who is in the employ of the Company on the last day of
such year would be entitled to receive, within thirty
(30) days thereafter, a cash payment equal to the greater
of (i) his or her target bonus award for such year or
(ii) the average of the awards paid or payable to him or
her under the AIP for the two most recent fiscal years ended
prior thereto. Any amount to be paid to a participant who is not
employed for the entire fiscal year would be prorated. The CIC
Agreements provide for
gross-up
payments to cover any federal excise taxes owed on change in
control-related severance payments and benefits.
In March 2010, the Committee determined that effective for any
change in control agreement entered into after January 1,
2011, the provision for
gross-up
payments to cover any federal excise taxes owed on change in
control-related severance payments and benefits would be
eliminated.
The following tables display the incremental payments that would
be made and the value of options or restricted stock and units
that would vest in the event of termination for the reasons
listed. The amounts included in equity listed for
performance-restricted share units assume that the applicable
performance goal is 100% attained, except in the event of a
change in control. The amounts listed assume that termination
occurred as of July 29, 2011, when the Companys stock
price was $33.05. The NEOs would be entitled to any vested
pension benefits and any vested amounts in deferred compensation
accounts that are disclosed above under Pension
Benefits and Nonqualified Deferred
Compensation. If an NEO is eligible to retire, the amounts
listed below for voluntary resignation and retirement are the
same.
Douglas R.
Conant
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Involuntary
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Incremental Benefits and Payments Upon
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Voluntary
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Termination
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Termination
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Resignation
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Retirement
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Without Cause
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Change-in-Control
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Compensation:
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- Annual Incentive Plan (AIP) Award
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- Equity
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$
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12,004,619
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$
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12,004,619
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$
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12,004,619
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$
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11,683,605
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Benefits & Perquisites:
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- Health and Welfare Benefits
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$
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37,198
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$
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46,498
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Severance:
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- Cash
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$
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2,370,000
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$
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7,406,250
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- Excise Tax
Gross-Up
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$
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8,760,000
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- Other Payments
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$
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309,955
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TOTAL:
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$
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12,004,619
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$
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12,004,619
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$
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14,411,817
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$
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28,206,308
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50
Denise M.
Morrison
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Involuntary
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Incremental Benefits and Payments Upon
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Voluntary
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Termination
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Termination
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Resignation
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Retirement
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Without Cause
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Change-in-Control
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Compensation:
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- Annual Incentive Plan (AIP) Award
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- Equity
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$
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3,213,385
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$
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3,213,385
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$
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3,213,385
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$
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3,128,249
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Benefits & Perquisites:
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- Health and Welfare Benefits
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$
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23,808
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$
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29,760
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Severance:
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- Cash
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$
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1,750,000
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$
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4,338,543
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- Excise Tax
Gross-Up
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$
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4,329,000
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- Other Payments
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$
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2,333,227
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TOTAL:
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$
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3,213,385
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$
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3,213,385
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$
|
4,987,193
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$
|
14,158,779
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B. Craig
Owens
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Involuntary
|
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Incremental Benefits and Payments Upon
|
|
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Voluntary
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Termination
|
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Termination
|
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Resignation
|
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Retirement
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|
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Without Cause
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|
Change-in-Control
|
Compensation:
|
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|
|
|
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|
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|
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|
- Annual Incentive Plan (AIP) Award
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- Equity
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|
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$
|
2,575,851
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|
$
|
2,925,652
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|
Benefits & Perquisites:
|
|
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|
|
|
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|
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|
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|
- Health and Welfare Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,546
|
|
|
|
$
|
46,933
|
|
Severance:
|
|
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- Cash
|
|
|
|
|
|
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|
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|
$
|
1,591,200
|
|
|
|
$
|
3,978,000
|
|
- Excise Tax
Gross-Up
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,297,000
|
|
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