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. )

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CAMPBELL SOUP COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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

 

 

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 Company’s 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

 

 

 

Shareowners may receive copies of the Company’s 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:

These documents are also available on the Company’s 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.

 

 

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:

 

 

In addition, the Committee believes that, collectively, the Board should reflect appropriate diversity of thought, background and experience, and include directors who are:

 

 

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.

Director Nominees

 

Fifteen of the current directors are standing for re-election. Under the Company’s 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.

 

 

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)

 

 

Other Public Company Board Service (2006-Present)

 

Liz Claiborne Inc. (1994 to 2006)

 

 

Other Public Company Board Service (2006-Present)

 

Insight Enterprises, Inc. (2004 to present)

 

 

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)

 

 

Other Public Company Board Service (2006-Present)

 

Olin Corporation (1997 to present)

 

Other Public Company Board Service (2006-Present)

 

None

 

 

Other Public Company Board Service (2006-Present)

 

The Dun & Bradstreet Corporation (2008 to present)

 

 

Other Public Company Board Service (2006-Present)

 

The Goodyear Tire and Rubber Company (2005 to April 2011)

 

 

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)

 

 

Other Public Company Board Service (2006-Present)

 

Warnaco Group, Inc. (2004 to present)

 

 

Other Public Board Service (2006-Present)

 

Agilent Technologies, Inc. (2000 to present)

 

 

Other Public Company Board Service (2006-Present)

 

Radiant Systems, Inc. (March 2011 to August 2011)

 

 

Other Public Company Board Service (2006-Present)

 

Jo-Ann Stores, Inc. (2003 to March 2011)

 

 

Other Public Company Board Service (2006-Present)

 

None

 

 

Other Public Company Board Service (2006-Present)

 

Patterson Companies, Inc. (2008 to present)
STERIS Corporation (2000 to 2007)

 

 

Other Public Company Board Service (2006-Present)

 

None

 

The following table sets forth information regarding beneficial ownership as of the record date (except where otherwise indicated) of Campbell’s 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 individual’s 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 Company’s 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.

 

 

 

 

 

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:

 

 

 

 

Unless otherwise noted, the foregoing information relating to Principal Shareowners is based upon the Company’s stock records and data supplied to the Company by the holders as of the record date for the meeting.

 

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 Company’s 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 Company’s 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 Board’s 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 nominee’s 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:

 

 

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

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 Company’s 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:

 

 

 

 

The principal responsibilities of the standing committees, and the number of meetings held by each committee in fiscal 2011, were as follows:

 

 

 

 

For a discussion of the process by which the Compensation and Organization Committee determines executive compensation and the roles of executive officers and the Committee’s independent compensation consultant in determining executive compensation in fiscal 2011, see “Corporate Governance of Executive Compensation” on page 24.

 

 

 

Reviews and makes recommendations to the Board regarding:

 

 

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 Board’s 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.

Evaluations of Board Performance

 

Since 1995, the Board’s Governance Committee has led annual evaluations of Board performance. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s 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 committee’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Board’s annual strategic planning process.

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 Company’s Corporate Governance Standards require the Governance Committee to assess the performance of each director eligible for re-election at the Annual Meeting. The Governance Committee’s 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:

 

 

 

Requirement of Majority Shareowner Votes in Uncontested Director Elections

 

In 2007 the Board adopted a policy, set forth in the Company’s 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

 

Under the Company’s 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 Company’s 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 person’s 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:

 

 

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.

 

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 Company’s corporate website at www.campbellsoupcompany.com in the governance section under Board Committees.

 

One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of the Company’s 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 Company’s 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 accountant’s communication with the audit committee concerning independence. The Committee has discussed with the independent registered public accounting firm the firm’s 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 Company’s 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 Company’s internal controls and the overall quality of the Company’s 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 Company’s financial statements and the effectiveness of the Company’s 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 Campbell’s audited consolidated financial statements be included in Campbell’s 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

 

The aggregate fees, including expenses, billed by PricewaterhouseCoopers LLP (“PwC”), Campbell’s independent registered public accounting firm, for professional services in fiscal 2011 and 2010 were as follows:

 

 

The Audit Committee’s 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.

 

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

 

Corporate Governance of Executive Compensation

 

The Compensation and Organization Committee (“Committee”) approves the Company’s executive compensation policies and programs and reviews major organizational changes and the Company’s succession planning and leadership development processes. The Committee’s charter is available in the governance section of the Company’s 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 Company’s Standards.

 

The Committee annually reviews the Company’s 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 Company’s 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 Company’s 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.

 

Compensation Principles and Policies

 

The Committee annually reviews, and the Board approves, the principles and policies for executive compensation. The principles and policies are:

 

 

Compensation Objectives

 

The objectives of the Company’s executive compensation program are to:

 

 

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 Company’s 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 Campbell’s 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 Campbell’s 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 Campbell’s 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 Company’s 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

 

 

 

 

The Performance Peer Group, which is a subset of the Compensation Peer Group, is independently selected by Standard and Poor’s (“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 Campbell’s 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 Committee’s 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 Campbell’s industry against which to measure the Company’s 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.

Risk Assessment — Incentive Compensation Programs

 

During fiscal 2011, management completed, for review by the Committee, an assessment of the Company’s 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 Company’s 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 Campbell’s executive compensation program are:

 

 

The proportion of compensation delivered in each of these elements is designed to:

 

 

Base Salary

 

Base salaries are intended to provide a base level of income that is competitive in relation to the responsibilities of each executive’s 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 Company’s 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 CEO’s (for executives other than the CEO) and the Committee’s 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 individual’s job responsibilities, his or her individual contributions, business performance, job market conditions, the Company’s salary budget guidelines, and the individual’s 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

executive). During a particular year, one factor or group of factors may play a more significant role in the determination of an executive’s base salary than in other years, based on the Committee’s judgment and discretion.

 

An executive’s 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 Committee’s 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 CEO’s 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 individual’s 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 Company’s 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 Company’s 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 Company’s 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.

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 Committee’s 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 Committee’s 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 individual’s 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 participant’s business unit, or, if the participant is a member of the corporate staff (that is, not within a business unit), a percentage representing the Committee’s assessment of total Company performance for the year; and (y) a percentage representing an assessment of the participant’s 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 Company’s 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 Company’s 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 Committee’s assessments of individual performance are generally based on the CEO’s judgments and recommendations. The assessment of the CEO’s 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

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 Company’s 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 Company’s fiscal year. Individual grants are based on the executive’s level of responsibility in the Company, possession of critical skills, individual performance and future leadership potential as assessed in the Company’s human resources organization planning process. All shares paid out under the Company’s 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 Company’s 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 Company’s TSR performance aligns the interests of executives with those of Campbell’s 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 Campbell’s 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,

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s TSR performance ranking as follows:

 

 

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 Company’s TSR performance ranking as follows:

 

 

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 Company’s 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 Company’s 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 executive’s grant will vest on June 30, 2013, provided that the executive continues to be employed by the Company on the vesting date.

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 executive’s 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.

 

 

Executives may count toward these requirements the value of shares owned and shares and share units which are deferred and fully vested in the Company’s 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 Company’s 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 Company’s objective to attract and retain experienced senior executives in order to execute the Company’s 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:

 

 

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

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 Company’s 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 Company’s 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 Company’s 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

following two events in order for an executive to receive payments and benefits: (1) the executive’s 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 Committee’s 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. Conant’s 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. Conant’s compensation for fiscal 2011 was as follows:

 

 

Based on the above review of competitive data, Company performance and Mr. Conant’s 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.

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. Morrison’s 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. Morrison’s 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 Company’s recent financial performance and business strategies. In July 2011, the Company announced a new strategic framework focused on expansion of the Company’s 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:

 

 

Implementation of the Company’s 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.

 

The following Summary Compensation Table (“SCT”) provides information concerning the compensation of the Company’s 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.

 

 

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 Company’s 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

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 Company’s actual operating performance, stock price fluctuations and the NEO’s 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 Company’s consolidated audited financial statements for the years ended August 1, 2010 and July 31, 2011. The Company’s 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 Company’s pension plans during any given year. The material provisions of the Company’s 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 Company’s deferred compensation plans; and (iii) the premiums paid by the Company for executive long-term disability benefits.

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:

 

 

 

 

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.