salaries). Mr. Connollys reimbursement obligation to
the company begins once the incremental cost of his personal flights exceeds $150,000 in a fiscal year. The incremental cost to us of providing these benefits in fiscal 2019, if any, is included in the All Other Compensation column of
the Summary Compensation Table Fiscal 2019.
A copy of the Conagra Brands, Inc. Aircraft Use Policy is available to any shareholder who requests it from the
Corporate Secretary at 222 Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654.
Agreements with Named Executive Officers
Agreement with Mr. Connolly
We entered into
an employment agreement with Mr. Connolly in February 2015 as a part of his hiring as our Chief Executive Officer. The agreement expired on August 1, 2018. The agreement generally described Mr. Connollys duties and
responsibilities as CEO, and, for its term, provided for a minimum base salary of $1.1 million and a customary vacation allowance. The employment agreement also outlined Mr. Connollys participation in our incentive compensation
programs during its term. Regarding the annual incentive program, the agreement provided that Mr. Connollys target opportunity would be at least 150% of his base salary. With respect to long-term incentives, commencing with fiscal 2016,
Mr. Connolly was entitled, each year during the term of the agreement, to receive a targeted long-term award opportunity with a value of at least $6.25 million for any ensuing three-year performance period.
The agreement subjected Mr. Connolly to our stock ownership guidelines and a one-year post-employment non-competition restriction. It also required Mr. Connolly to execute our standard confidentiality and non-solicitation agreement.
The employment agreement also provided Mr. Connolly with certain other benefits, including indemnification. The agreement outlined application of our security
policy to Mr. Connolly, as further described above and under Executive Compensation Summary Compensation Table Fiscal 2019 below.
The
employment agreement provided for severance, termination and change of control benefits.
The agreement also entitled Mr. Connolly to participate in benefit
plans and programs that are made available to senior executives generally. For information about the terms of Mr. Connollys participation in our retirement plans and deferred compensation plans, see Executive Compensation
Nonqualified Deferred Compensation Fiscal 2019 below.
Given Mr. Connollys strong, results-oriented leadership during the first three years
of his tenure, and the Boards desire to retain Mr. Connolly as Conagra Brands CEO for the foreseeable future, on August 2, 2018, we entered into a new letter agreement with Mr. Connolly. The agreement includes terms that
are materially consistent with those described above. The key features of the new letter agreement that differ from the expired employment agreement are as follows: (1) no set expiration date; (2) a minimum base salary of
$1.2 million, subject to review and possible increase by the Committee and the Boards independent directors; (3) a minimum targeted long-term award opportunity with a value equal to at least $7.5 million for any routine
three-year performance period approved by the Committee, subject to the terms and conditions established by the Committee; and (4) eligibility for payment of monthly COBRA premiums for up to 24 months following a termination without cause or
for good reason (in addition to the benefits provided for in the original employment agreement). Under the new letter agreement, we also agreed to pay Mr. Connolly for professional fees incurred in the negotiation and preparation of the new
letter agreement (and related documents).
The letter agreement also includes new retirement benefits for Mr. Connolly. The letter agreement provides that, for
Mr. Connollys equity awards granted on or after July 17, 2018, and for any annual incentive plan in effect in the year of his retirement, (a) any definition of early retirement will be no less favorable to
Mr. Connolly than the requirement that Mr. Connolly attains at least age 55 but has not yet attained age 57, and (b) any definition of normal retirement will be no less favorable to Mr. Connolly than the requirement
that Mr. Connolly attain at least age 57. In addition, if any RSU or performance share award or agreement with Mr. Connolly under the long-term incentive program for an award outstanding