Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 25, 2023, Campbell Soup Company (the "Company") announced that Carrie
L. Anderson, age 54, has been appointed as the Company's Executive Vice
President and Chief Financial Officer, effective February 6, 2023.
Ms. Anderson has served as Executive Vice President and Chief Financial Officer
of Integra LifeSciences since June 2019. From May 2017 to May 2019, Ms. Anderson
served as Vice President and Controller of Dover Corporation. From February 2014
to May 2017, Ms. Anderson served as Vice President and Chief Financial Officer
of Dover Corporation's Engineered Systems segment and, prior to that, as Vice
President and Chief Financial Officer of Dover Corporation's Printing &
Identification segment. Before joining Dover Corporation, Ms. Anderson served as
Vice President and Chief Financial Officer of Delphi Product & Service
Solutions, a division of Delphi Corporation and also held various finance,
treasury and investor relations roles at Delphi. Ms. Anderson currently serves
on the board of directors of Embecta Corp.
In connection with her appointment as Executive Vice President and Chief
Financial Officer, Ms. Anderson will receive the following compensation
arrangements:
i.base salary of $750,000 per year;
ii.target annual bonus for fiscal 2023 under the Company's Annual Incentive Plan
of 90% of base salary, pro rata, payable at the discretion of the Board and
subject to the achievement of individual and Company performance goals and
objectives; and
iii.target long-term incentive award for fiscal 2024 of 250% of base salary
under the Company's 2022 Long-Term Incentive Program.
In addition, Ms. Anderson will receive a one-time grant of time-lapse restricted
stock units with a value of $2,000,000, which will vest in three equal annual
installments beginning on the first anniversary of the grant, and a one-time
cash payment of $1,500,000 in recognition of her forfeiture of equity awards and
an annual bonus from her prior employment.
Ms. Anderson will participate in the Company's standard employee benefit and
retirement programs and receive $8,000 per quarter under the Personal Choice
Program. The Company will also credit Ms. Anderson's Supplemental Retirement
Plan account with an Executive Retirement Contribution equal to 10% of her base
salary and annual incentive bonus. The Personal Choice Program and the Executive
Retirement Contributions are further described in the Company's 2022 Proxy
Statement.
Ms. Anderson will enter into a Change in Control Severance Protection Agreement
in substantially the same form filed as Exhibit 10(m) to the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 2011, and as amended by
Exhibit 10(o) to the Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 2016.
There are no family relationships between Ms. Anderson and any directors or
executive officers of the Company. There are no transactions in which Ms.
Anderson has an interest which would require disclosure by the Company under
Item 404(a) of Regulation S-K.
Mick J. Beekhuizen will discontinue his role as Chief Financial Officer
effective February 6, 2023 and will continue in his role as Executive Vice
President and President, Meals & Beverages for the Company.
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