XML 92 R2.htm IDEA: XBRL DOCUMENT v3.23.3
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jul. 30, 2023
Jul. 31, 2022
Aug. 01, 2021
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

PAY VERSUS PERFORMANCE DISCLOSURE

 

Pay versus Performance

 

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other NEOs as disclosed in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid,” and certain financial performance measures of the Company. The Compensation Committee did not consider “compensation actually paid” in its determination of PEO or other NEO compensation. For further information concerning our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section beginning on page 43.

 

                        Value of Initial Fixed $100
Investment Based On:(4)
          
Year(1)   Summary
Compensation
Table Total for
PEO(2)
   Compensation
Actually Paid
to PEO(3)
   Average
Summary
Compensation
Table Total for
non-PEO
NEOs(2)
   Average
Compensation
Actually Paid
to non-PEO
NEOs(3)
   Total
Shareholder
Return
   Peer Group
Total
Shareholder
Return
   Net
Income
(millions)(5)
   Net
Sales
(millions)(6)
 
2023   $11,699,822   $11,089,637   $3,771,274   $3,573,919   $102   $127   $   858   $9,357 
2022   $10,277,065   $13,004,241   $3,965,231   $4,788,630   $106   $121   $   757   $8,562 
2021   $  9,903,652   $  3,614,369   $3,373,833   $2,075,080   $  91   $107   $1,002   $8,476 

 

(1) Mark Clouse has served as the Principal Executive Officer (“PEO”) for the entirety of fiscal 2023, 2022 and 2021, and the other NEO’s for the applicable years were as follows:
  2023: Carrie L. Anderson, Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Daniel L. Poland
  2022: Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Valerie J. Oswalt
  2021: Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Valerie J. Oswalt

(2) The dollar amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Clouse, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs for such years, as identified in footnote 1.
(3) To calculate “compensation actually paid”, as computed pursuant to the SEC rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Clouse and for the average of the other NEOs is set forth below. The amounts do not reflect the actual amount of compensation earned by, or paid to the executive, during the applicable fiscal year.
(4) Amounts included for each year reflect what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on the last day of fiscal 2020.  Peer Group TSR is calculated based upon the Company’s peer group (S&P 500 Packaged Foods Group) as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended July 30, 2023.
(5) The dollar amounts reported represent the amount of net income reflected in the Company’s financial statements for the applicable year.
(6) The dollar amounts reported represent the amount of net sales reflected in the Company’s financial statements for the applicable year.
 

Reconciliation of Compensation Actually Paid Adjustments:

 

Year  Summary
Compensation
Table Total
   (Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans
   Plus Service
Costs Under
Defined
Benefit and
Actuarial
Pension
Plans
   (Minus)
Grant Date
Fair Value of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
   Plus
Fair Value at
Fiscal
Year-End of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Fiscal Year
(a)
   Plus/
(Minus)
Change in Fair
Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Prior Fiscal
Years
(a)
   Plus
Fair Value
Vesting of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
(a)
   Plus/
(Minus)
Change in
Fair Value as
of Vesting
Date of
Stock
Option and
Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal Year
(a)
   (Minus) Fair
Value as of
Prior Fiscal
Year-End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
   Equals
Compensation
Actually Paid
 
Mark A. Clouse                                                  
2023          $11,699,822             $0              $0        $7,301,734          $6,866,489          $118,676          $0          $(293,616)          $0           $11,089,637 
2022  $10,277,065   $0   $0   $6,388,968   $7,846,029   $1,189,429   $0   $408,185   $327,499   $13,004,241 
2021  $9,903,652   $0   $0   $6,436,175   $5,195,091   $(4,832,275)   $0   $(215,924)   $0   $3,614,369 
Other NEOs (Average)                                                  
2023  $3,771,274   $9,295   $6,696   $1,891,059   $1,764,237   $(6,975)   $0   $(60,959)   $0   $3,573,919 
2022  $3,965,231   $0   $7,592   $2,269,049   $2,786,523   $318,950   $0   $7,505   $28,122   $4,788,630 
2021  $3,373,833   $30,634   $6,171   $1,856,390   $1,390,934   $(790,781)   $0   $49,159   $67,212   $2,075,080 

  

(a) includes the value of any dividend equivalents accrued on restricted share unit awards in the applicable year(s) prior to the vesting date that are not otherwise reflected in the fair value of such award.

(4) Amounts included for each year reflect what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on the last day of fiscal 2020.  Peer Group TSR is calculated based upon the Company’s peer group (S&P 500 Packaged Foods Group) as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended July 30, 2023.
(5) The dollar amounts reported represent the amount of net income reflected in the Company’s financial statements for the applicable year.
(6) The dollar amounts reported represent the amount of net sales reflected in the Company’s financial statements for the applicable year.
   
Company Selected Measure Name net sales    
Named Executive Officers, Footnote [Text Block]

 

(1) Mark Clouse has served as the Principal Executive Officer (“PEO”) for the entirety of fiscal 2023, 2022 and 2021, and the other NEO’s for the applicable years were as follows:
  2023: Carrie L. Anderson, Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Daniel L. Poland
  2022: Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Valerie J. Oswalt
  2021: Mick J. Beekhuizen, Adam G. Ciongoli, Christopher D. Foley and Valerie J. Oswalt
   
PEO Total Compensation Amount [1] $ 11,699,822 $ 10,277,065 $ 9,903,652
PEO Actually Paid Compensation Amount [2] $ 11,089,637 13,004,241 3,614,369
Adjustment To PEO Compensation, Footnote [Text Block]

 

Year  Summary
Compensation
Table Total
   (Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans
   Plus Service
Costs Under
Defined
Benefit and
Actuarial
Pension
Plans
   (Minus)
Grant Date
Fair Value of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
   Plus
Fair Value at
Fiscal
Year-End of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Fiscal Year
(a)
   Plus/
(Minus)
Change in Fair
Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Prior Fiscal
Years
(a)
   Plus
Fair Value
Vesting of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
(a)
   Plus/
(Minus)
Change in
Fair Value as
of Vesting
Date of
Stock
Option and
Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal Year
(a)
   (Minus) Fair
Value as of
Prior Fiscal
Year-End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
   Equals
Compensation
Actually Paid
 
Mark A. Clouse                                                  
2023          $11,699,822             $0              $0        $7,301,734          $6,866,489          $118,676          $0          $(293,616)          $0           $11,089,637 
2022  $10,277,065   $0   $0   $6,388,968   $7,846,029   $1,189,429   $0   $408,185   $327,499   $13,004,241 
2021  $9,903,652   $0   $0   $6,436,175   $5,195,091   $(4,832,275)   $0   $(215,924)   $0   $3,614,369 
Other NEOs (Average)                                                  
2023  $3,771,274   $9,295   $6,696   $1,891,059   $1,764,237   $(6,975)   $0   $(60,959)   $0   $3,573,919 
2022  $3,965,231   $0   $7,592   $2,269,049   $2,786,523   $318,950   $0   $7,505   $28,122   $4,788,630 
2021  $3,373,833   $30,634   $6,171   $1,856,390   $1,390,934   $(790,781)   $0   $49,159   $67,212   $2,075,080 

  

(a) includes the value of any dividend equivalents accrued on restricted share unit awards in the applicable year(s) prior to the vesting date that are not otherwise reflected in the fair value of such award.

   
Non-PEO NEO Average Total Compensation Amount [1] $ 3,771,274 3,965,231 3,373,833
Non-PEO NEO Average Compensation Actually Paid Amount [2] $ 3,573,919 4,788,630 2,075,080
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Year  Summary
Compensation
Table Total
   (Minus)
Change in
Accumulated
Benefits
Under
Defined
Benefit and
Actuarial
Pension
Plans
   Plus Service
Costs Under
Defined
Benefit and
Actuarial
Pension
Plans
   (Minus)
Grant Date
Fair Value of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
   Plus
Fair Value at
Fiscal
Year-End of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Fiscal Year
(a)
   Plus/
(Minus)
Change in Fair
Value of
Outstanding
and Unvested
Stock Option
and Stock
Awards
Granted in
Prior Fiscal
Years
(a)
   Plus
Fair Value
Vesting of
Stock
Option and
Stock
Awards
Granted in
Fiscal Year
that Vested
During
Fiscal Year
(a)
   Plus/
(Minus)
Change in
Fair Value as
of Vesting
Date of
Stock
Option and
Stock
Awards
Granted in
Prior Years
for which
Applicable
Vesting
Conditions
Were
Satisfied
During
Fiscal Year
(a)
   (Minus) Fair
Value as of
Prior Fiscal
Year-End of
Stock
Option and
Stock
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
   Equals
Compensation
Actually Paid
 
Mark A. Clouse                                                  
2023          $11,699,822             $0              $0        $7,301,734          $6,866,489          $118,676          $0          $(293,616)          $0           $11,089,637 
2022  $10,277,065   $0   $0   $6,388,968   $7,846,029   $1,189,429   $0   $408,185   $327,499   $13,004,241 
2021  $9,903,652   $0   $0   $6,436,175   $5,195,091   $(4,832,275)   $0   $(215,924)   $0   $3,614,369 
Other NEOs (Average)                                                  
2023  $3,771,274   $9,295   $6,696   $1,891,059   $1,764,237   $(6,975)   $0   $(60,959)   $0   $3,573,919 
2022  $3,965,231   $0   $7,592   $2,269,049   $2,786,523   $318,950   $0   $7,505   $28,122   $4,788,630 
2021  $3,373,833   $30,634   $6,171   $1,856,390   $1,390,934   $(790,781)   $0   $49,159   $67,212   $2,075,080 

  

(a) includes the value of any dividend equivalents accrued on restricted share unit awards in the applicable year(s) prior to the vesting date that are not otherwise reflected in the fair value of such award.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

 

Compensation Actually Paid vs. TSR

 

   
Compensation Actually Paid vs. Net Income [Text Block]

 

Compensation Actually Paid vs. Net Income

 

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

 

Compensation Actually Paid vs. Net Sales

 

   
Tabular List [Table Text Block]

Financial Performance Measures

 

The following is a list of the performance measures that, in the Company’s assessment, represent the most important performance measures used by the Company to link compensation actually paid to our NEOs in fiscal 2023 to Company performance. The performance measures are not ranked by relative importance. Please see the Compensation Discussion and Analysis section beginning on page 43 for further information regarding how each of these measures is used in the Company’s executive compensation program.

 

Adjusted EBIT
Adjusted EPS
Free Cash Flow
Net Sales
Stock Price
   
Total Shareholder Return Amount [3] $ 102 106 91
Peer Group Total Shareholder Return Amount [3] 127 121 107
Net Income (Loss) Attributable to Parent [4] $ 858,000,000 $ 757,000,000 $ 1,002,000,000
Company Selected Measure Amount [5] 9,357,000,000 8,562,000,000 8,476,000,000
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBIT    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EPS    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Free Cash Flow    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Net Sales    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Stock Price    
Mark A. Clouse      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 11,699,822 $ 10,277,065 $ 9,903,652
PEO Actually Paid Compensation Amount $ 11,089,637 $ 13,004,241 $ 3,614,369
PEO [Member] | Mark A. Clouse      
Pay vs Performance Disclosure [Table]      
PEO Name Mark Clouse Mark Clouse Mark Clouse
PEO [Member] | Mark A. Clouse | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0
PEO [Member] | Mark A. Clouse | Plus Service Costs Under Defined Benefit and Actuarial Pension Plan      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Mark A. Clouse | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 7,301,734 6,388,968 6,436,175
PEO [Member] | Mark A. Clouse | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] 6,866,489 7,846,029 5,195,091
PEO [Member] | Mark A. Clouse | Plus/ (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] 118,676 1,189,429 (4,832,275)
PEO [Member] | Mark A. Clouse | Plus Fair Value Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] 0 0 0
PEO [Member] | Mark A. Clouse | Plus/ (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] (293,616) 408,185 (215,924)
PEO [Member] | Mark A. Clouse | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 327,499 0
Non-PEO NEO [Member] | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,295 0 30,634
Non-PEO NEO [Member] | Plus Service Costs Under Defined Benefit and Actuarial Pension Plan      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 6,696 7,592 6,171
Non-PEO NEO [Member] | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,891,059 2,269,049 1,856,390
Non-PEO NEO [Member] | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] 1,764,237 2,786,523 1,390,934
Non-PEO NEO [Member] | Plus/ (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] (6,975) 318,950 (790,781)
Non-PEO NEO [Member] | Plus Fair Value Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] 0 0 0
Non-PEO NEO [Member] | Plus/ (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] (60,959) 7,505 49,159
Non-PEO NEO [Member] | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 28,122 $ 67,212
Non-PEO NEO [Member] | Carrie L. Anderson      
Pay vs Performance Disclosure [Table]      
PEO Name Carrie L. Anderson    
Non-PEO NEO [Member] | Mick J. Beekhuizen      
Pay vs Performance Disclosure [Table]      
PEO Name Mick J. Beekhuizen Mick J. Beekhuizen Mick J. Beekhuizen
Non-PEO NEO [Member] | Adam G. Ciongoli      
Pay vs Performance Disclosure [Table]      
PEO Name Adam G. Ciongoli Adam G. Ciongoli Adam G. Ciongol
Non-PEO NEO [Member] | Christopher D. Foley      
Pay vs Performance Disclosure [Table]      
PEO Name Christopher D. Foley Christopher D. Foley Christopher D. Foley
Non-PEO NEO [Member] | Daniel L. Poland      
Pay vs Performance Disclosure [Table]      
PEO Name Daniel L. Poland    
Non-PEO NEO [Member] | Valerie J. Oswalt      
Pay vs Performance Disclosure [Table]      
PEO Name   Valerie J. Oswalt Valerie J. Oswalt
[1] The dollar amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Clouse, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs for such years, as identified in footnote 1.
[2] To calculate “compensation actually paid”, as computed pursuant to the SEC rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Clouse and for the average of the other NEOs is set forth below. The amounts do not reflect the actual amount of compensation earned by, or paid to the executive, during the applicable fiscal year.
[3] Amounts included for each year reflect what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on the last day of fiscal 2020.  Peer Group TSR is calculated based upon the Company’s peer group (S&P 500 Packaged Foods Group) as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended July 30, 2023.
[4] The dollar amounts reported represent the amount of net income reflected in the Company’s financial statements for the applicable year.
[5] The dollar amounts reported represent the amount of net sales reflected in the Company’s financial statements for the applicable year.
[6] includes the value of any dividend equivalents accrued on restricted share unit awards in the applicable year(s) prior to the vesting date that are not otherwise reflected in the fair value of such award.