CAMPBELL'S Co PRE 14A, filed Sep 24, 2024

CAMPBELL'S Co (CPB)

PRE 14A 2024-09-24 For: 2024-11-19

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1.	Elect the 12 director nominees recommended by the Board for a one-year term.
2.	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025.
3.	Vote on an advisory resolution to approve the fiscal 2024 compensation of our named executive officers, commonly referred to as a “Say on Pay” vote.
4.	Approve an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company.
5.	Vote on a shareholder proposal, if properly presented at the 2024 Annual Meeting.
6.	Transact any other business properly brought before the meeting.

(1)	writing to Investor Relations, Campbell Soup Company, 1 Campbell Place, Camden, NJ 08103; or

(2)	emailing the Company’s Investor Relations Department at IR@campbells.com.

PROXY STATEMENT SUMMARY	4
2024 ANNUAL MEETING INFORMATION	12
ITEM 1 — ELECTION OF DIRECTORS	15
DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION	15
DIRECTOR NOMINEES	18
CORPORATE GOVERNANCE POLICIES AND PRACTICES	26
BOARD LEADERSHIP STRUCTURE	26
DIRECTOR INDEPENDENCE	26
MAJORITY VOTING	27
PROCESS FOR NOMINATION AND EVALUATION OF DIRECTOR CANDIDATES	27
EVALUATIONS OF BOARD PERFORMANCE	28
TRANSACTIONS WITH RELATED PERSONS	28
BOARD OVERSIGHT OF ENTERPRISE RISK	29
INFORMATION SECURITY	30
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	30
SOCIAL IMPACT	32
SHAREHOLDER ENGAGEMENT	32
DIRECTOR ORIENTATION AND CONTINUING EDUCATION	33
DIRECTOR SERVICE ON OTHER PUBLIC COMPANY BOARDS	33
CODE OF ETHICS	33
COMMUNICATING WITH THE BOARD	33
BOARD MEETINGS AND COMMITTEES	34
COMPENSATION OF DIRECTORS	36
ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	38
ITEM 3 — ADVISORY VOTE ON FISCAL 2024 EXECUTIVE COMPENSATION	41
ITEM 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY’S NAME TO THE CAMPBELL’S COMPANY	42
COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)	43
COMPENSATION AND ORGANIZATION COMMITTEE REPORT	58
EXECUTIVE COMPENSATION TABLES	59
CEO Pay Ratio Disclosure	75
Pay versus Performance Disclosure	75
ITEM 5 — SHAREHOLDER PROPOSAL	78
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS	80
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS	80
PRINCIPAL SHAREHOLDERS	81
OTHER INFORMATION	82
SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING	82
OTHER MATTERS	82
APPENDIX A	83
NON-GAAP FINANCIAL MEASURES	83

PROXY VOTING Your vote is extremely important. Even if you plan to attend the live webcast of the annual meeting, please vote as soon as possible using the Internet, by telephone, or by completing, signing, dating and returning your proxy card.

	Using the Internet and voting at the website listed on the proxy card or the e-proxy notice; Using the toll-free phone number listed on the proxy card or voting instruction form; or Signing, dating and mailing the proxy card or voting instruction form in the enclosed postage-paid envelope.

2024 Annual Meeting Information		Meeting Agenda
Date	November 19, 2024	Proposals ■Election of 12 Board recommended director nominees to the Board of Directors for a one year term ■Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025 ■“Say on Pay” advisory resolution to approve fiscal 2024 executive compensation ■Approval of an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company ■A shareholder proposal, if properly presented at the 2024 Annual Meeting ■Transact other business that may properly come before the meeting
Time	9:00 a.m. Eastern Time
Location	Live Webcast at: https://meetnow.global/CPB2024
Record Date	September 25, 2024
Admission	To attend the live webcast of the 2024 Annual Meeting, you will need to log in to https://meetnow.global/CPB2024 and use the 15-digit control number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form.
Stock Symbol	CPB
Stock Exchange	The Nasdaq Stock Market LLC (“Nasdaq”)
Corporate Website	www.campbellsoupcompany.com

Item		Board Recommendation	Vote Standard	Reasons for Recommendation	More Information
1.	Election of 12 Board recommended director nominees to the Board of Directors for a one-year term	FOR EACH NOMINEE	Majority of the votes cast	The Board and the Governance Committee believe the individuals recommended by the Board possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management’s execution of Campbell’s long-term strategy.	Page 15
2.	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025	FOR	Majority of the votes cast	The Audit Committee believes that the re-appointment of PricewaterhouseCoopers LLP is in the best interests of Campbell and our shareholders.	Page 38
3.	“Say on Pay” advisory resolution to approve fiscal 2024 executive compensation	FOR	Majority of the votes cast	The Board and the Compensation and Organization Committee believe our executive compensation program incorporates a number of compensation governance best practices and aligns to performance.	Page 41
4.	Approval of an amendment to the Company's Restated Certificate of Incorporation to change the Company’s name to The Campbell’s Company	FOR	Two-thirds of the votes cast	The Board believes that changing the Company's name to The Campbell's Company better aligns with the Company’s current strategic focus.	Page 42
5.	Shareholder Proposal - Diversity Audit	AGAINST	Majority of the votes cast	The Board believes that the Company already reports transparently on its diversity efforts and progress with committed oversight by the Board.	Page 78

How to Vote

Even if you plan to attend the live webcast of the 2024 Annual Meeting, please vote in advance of the meeting using one of the following voting methods (see page 12 for additional details). If you are voting via the Internet or by telephone, be sure to have your proxy card or voting instruction form in hand and follow the instructions. You can vote any of three ways:	Internet	Telephone	Mail

	Using the Internet and voting at the website listed on the proxy card or e-proxy notice.	Using the toll-free phone number listed on the proxy card/voting instruction form.	Signing, dating and mailing the proxy card in the enclosed postage paid envelope.

1.	Top Team – To continue to foster best in class capabilities, leadership and culture;
2.	Best Portfolio – To continue to be a transformative category leader with an advantaged portfolio of leadership brands;
3.	Top-Tier Performance – To continue to achieve sustainable and predictable growth, accelerating earnings and expanding margins;
4.	Winning Execution – To continue to leverage technology and capabilities to win in market; and
5.	Lasting Impact – To continue to build on our legacy with measurable results for sustainability and our communities.

●	Net sales of $9.636 billion, an increase of 3% versus 2023
●	Organic net sales of $9.216 billion, a decrease of 1% versus 2023
●	Earnings before interest and taxes (“EBIT”) of $1.000 billion, a decrease of 24% versus 2023
●	Adjusted EBIT of $1.454 billion, an increase of 6% versus 2023
●	Earnings per share (“EPS”) of $1.89, a decrease of 34% versus 2023
●	Adjusted EPS of $3.08, an increase of 3% versus 2023
●	Cash flows from operations of $1.185 billion, versus $1.143 billion in 2023
●	Meals & Beverages net sales and operating earnings increased 7% and 9%, respectively, versus 2023
●	Snacks net sales decreased 2% versus 2023 and operating earnings increased 1% versus 2023

				Board Committee Composition
Name	Age	Director Since	Independent	Audit	Comp. & Org.	Finance & Corp. Dev.	Governance
Fabiola R. Arredondo	57	2017	✓	✓		✓
Howard M. Averill (Audit Committee Financial Expert)	60	2017	✓	✓ (C)		✓
Mark A. Clouse	56	2019
Bennett Dorrance, Jr.	53	2022	✓	✓		✓
Maria Teresa (Tessa) Hilado (Audit Committee Financial Expert)	60	2018	✓	✓		✓ (C)
Grant H. Hill	52	2021	✓		✓		✓
Sarah Hofstetter	50	2018	✓		✓		✓
Marc B. Lautenbach	63	2014	✓		✓ (C)	✓
Mary Alice D. Malone	74	1990	✓		✓		✓
Keith R. McLoughlin Independent Board Chair	68	2016	✓
Kurt T. Schmidt	67	2018	✓		✓		✓
Archbold D. van Beuren	67	2009	✓	✓			✓ (C)

Director and Committee Independence		■11 of 12 director nominees are independent ■4 fully independent Board committees: Audit, Compensation and Organization, Finance and Corporate Development and Governance
Board Accountability		■Annual election of directors ■Simple majority voting standard in uncontested elections ■Shareholder ability to act by written consent and call special meeting
Board Leadership		■Independent Board Chair
Board Evaluation and Effectiveness		■Annual Board and Committee self-assessments ■Annual director evaluations ■Annual independent director evaluation of the Board Chair and the CEO
Board Refreshment and Diversity		■Balance of new and experienced directors, with tenure of independent director nominees averaging 9.8 years ■Added 9 new independent directors since the beginning of 2016 ■4 of 12 director nominees are women ■3 of 12 director nominees are ethnically diverse ■Average age of independent director nominees is 61.5 years
Director Engagement		■All directors attended at least 80% of Board and Committee meetings in fiscal 2024 ■Corporate Governance Standards limit director membership on other public company boards ■Shareholder ability to contact directors (as described on page 33)
Director Access		■Significant interaction with senior business leaders through regular business reviews and board presentations ■Directors have access to senior management and other employees ■Directors have the ability to hire outside experts and consultants as they deem necessary
Clawback and Anti-Hedging Policies		■Clawback policies allow the Company to recoup incentive compensation upon an accounting restatement ■Performance share award agreements allow clawback for a breach of a duty of loyalty ■Insider Trading Policy prohibits all directors, officers and employees from engaging in any hedging investments involving Campbell stock
Share Ownership		■Robust stock ownership guidelines for directors and executive officers ○CEO required to hold shares equivalent to 6x salary ○Other executive officers are required to hold shares equivalent to 3.5x salary ○Directors required to hold shares equivalent to 5x the cash portion of their annual retainer within five years of first joining the Board

		Align the financial interests of our named executive officers (“NEOs”) with those of our shareholders, in both the short and long term				Provide incentives for achieving and exceeding our short- and long-term goals

		Attract, motivate and retain key executives by providing total compensation that is competitive with compensation paid at other companies in the food, beverage and consumer products industries				Differentiate the level of compensation based on individual and business unit performance, leadership potential and level of responsibility within the organization

WE DO		WE DO NOT
Maintain a strong alignment between corporate performance and compensation		Have an employment agreement with our Chief Executive Officer or any other NEO
Annually review the risk profile of our compensation programs and maintain risk mitigators		Pay dividends or dividend equivalents to NEOs on unearned equity awards
Use an independent compensation consultant retained directly by the Compensation and Organization Committee		Reprice stock options without the approval of Campbell shareholders
Use “double-trigger” change in control provisions in all change in control agreements with our NEOs		Provide tax-gross ups in any change in control agreement
Have clawback policies for incentive compensation recoupment in the event of an accounting restatement and have performance share award agreements that allow for award clawback in the event of a breach of duty of loyalty		Allow any directors, officers or employees to hedge Campbell common stock
Maintain robust stock ownership guidelines for all executive officers		Allow any directors or executive officers to pledge Campbell common stock

●	*By Email.* Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.
●	*By Mail.* Send to Computershare, Campbell Soup Company Legal Proxy, P.O. Box 43006, Providence, RI 02940-3001.

○	Business Operations and Leadership - Is or has been the Chief Executive Officer, Chief Operating Officer or other C-suite officer of a large public or private corporation. Directors with C-suite leadership experience demonstrate a practical understanding of strategy, risk management, talent management and how large organizations operate.
○	Food or Consumer Products Industry - Has experience in the food or consumer products industry, or other complementary field, such as retail. Directors with experience in dealing with consumers, particularly in the areas of producing and selling products or services to consumers, provide valuable market and consumer insights, as well as contribute a broad understanding of industry trends.
○	Marketing, Digital, Brand Management and Sales - Has experience in marketing, digital marketing, data analytics, brand management, marketing strategy and sales. Directors with experience identifying, developing and marketing new products, as well as identifying new areas for existing products or implementing new technologies to drive efficiencies, can positively impact the Company’s operational results, including by helping the Company understand and anticipate new customer channels and evolving marketing practices.

○	Strategic Transactions; Mergers & Acquisitions - Has experience with complex strategic transactions, including mergers, acquisitions and divestitures, as well as the successful integration of acquired businesses. Directors who have experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration, will provide guidance and oversight as the Company implements its strategy.
○	Finance / Capital Allocation - Has experience allocating capital resources across a large, complex enterprise. Directors with experience allocating capital for large and complex enterprises is important to achieving our financial and strategic objectives, as these individuals provide valuable insights as the Company continues to reduce costs, optimize its manufacturing network and efficiently allocate capital.
○	Financial Expertise / Accounting - Has experience in and an understanding of financial reporting and accounting processes and complex financial transactions. Directors with an understanding of financial reporting and accounting processes, particularly in large, global businesses, are essential for ensuring effective oversight of the Company’s financial measures and processes.
○	Information Technology and Security - Has experience with information technology and security. Directors with expertise in information technology and security provide helpful oversight with respect to cybersecurity matters and the use of technology and modernization of the Company’s technology infrastructure to enhance the efficiency of our operations.
○	Significant or Long-Term Shareholder - Has the perspective of an investor who is interested in the long-term prospects of the Company. A director who is also a long-term, significant shareholder of the Company is aligned with our shareholders by being focused on the long-term health and vitality of the Company and establishing a solid foundation for future growth and profitability.
○	Corporate Governance - Has experience in the corporate governance of sophisticated public or private entities. Good corporate governance accompanies and greatly aids the Company’s long-term business success and furthers the goals of greater transparency and accountability.
○	Public Company Board Experience - Has sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. Directors with experience serving as directors of other U.S. public companies helps ensure the Board deeply understands its duties.
○	Environmental and Social Responsibility - Has experience in sustainability, social responsibility, and inclusion and diversity issues. Environmental stewardship, diversity, and equity and inclusion are values embedded in our culture and fundamental to our business. Directors with experience and exposure in identifying the risks and opportunities in these areas can help the Company identify value-creation strategies and creation of goals that will have the most impact in these areas.
○	Supply Chain Experience - Has experience managing or overseeing supply chain strategy and execution across a large, complex enterprise. Directors with supply chain experience offer valuable insights into supply chain execution and provide guidance to assist the Company in executing its strategic priorities.

■	*Enhancing the Board’s diversity.* Although the Board does not have a specific diversity policy, the Governance Committee takes into account a nominee’s ability to contribute to the diversity of skills, backgrounds, perspectives and experience of the Board. It considers the race, ethnicity, gender, age, cultural background and professional experience of each nominee and of the Board as a whole. For this year’s election, the Board has nominated 12 individuals who bring valuable diversity to the Board. Their collective experience covers a wide range of countries, geographies and industries. The Board’s 12 director nominees range in age from 50 to 74. Four of these director nominees, or approximately 33%, are women. Three of these director nominees, or approximately 25%, are ethnically diverse with one identifying as Asian, one identifying as Hispanic and one identifying as African American.
■	*Ensuring a balanced mix of tenures.* The Governance Committee believes it is important to maintain a mix of experienced directors with a deep understanding of our business and others who bring a fresh perspective. We have added nine new independent directors to our Board since the beginning of 2016, including five new independent directors since 2018. The average tenure of our independent director nominees is approximately 9.8 years.
■	*Complying with applicable independence standards and policies on conflicts.* The Governance Committee considers potential competitive restrictions, other positions the director has held or holds (including other board memberships) and director independence. It believes that any nominee for election to the Board should be willing and able to devote the proper time and attention to fulfill the responsibilities of a director and have no conflicts of interest arising from other relationships or obligations.

●	*Via the Internet.* You may vote by visiting the website and entering the control number found in the Notice, proxy card or voting instruction form.
●	*By Telephone.* You may vote by calling the toll-free number found in the Notice, proxy card or voting instruction form.
●	*By Mail.* If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card (if you are a shareholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in the postage-paid envelope provided.
●	*The Annual Meeting.* You are encouraged to vote beforehand by Internet, telephone or mail. You also may vote during the 2024 Annual Meeting even if you have already voted in advance. If you are a shareholder of record and you plan to attend the live audio webcast of the 2024 Annual Meeting, go to https://meetnow.global/CPB2024 on the day of the meeting. You will also need the 15-digit control number found on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials to login and vote. If you are the beneficial owner of shares held for you by a broker and you would like to vote your shares electronically at the 2024 Annual Meeting, you must register in advance using the instructions below.

●	voting again via the Internet or by telephone,
●	completing, signing, dating and returning a new proxy card or voting instruction card with a later date, or
●	notifying the Office of the Corporate Secretary in writing that you are revoking your vote and attending the 2024 Annual Meeting and voting in person.

Board Diversity Matrix (as of October [_], 2024)
TOTAL NUMBER OF DIRECTORS	12
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	4	8	–	–

Part II: Demographic Background
African American or Black	–	1	–	–
Alaskan Native or Native American	–	–	–	–
Asian	1	–	–	–
Hispanic or Latinx	1	–	–	–
Native Hawaiian or Pacific Islander	–	–	–	–
White	3	7	–	–
Two or More Races or Ethnicities	1	–	–	–
LGBTQ+	–
Did Not Disclose Demographic Background	1

Director Since: 2017 Age: 57 Independent Director Committee Memberships: ●Audit ●Finance and Corporate Development		FABIOLA R. ARREDONDO Biography Fabiola R. Arredondo has been the Managing Partner of Siempre Holdings, a private, single-family investment office based in Greenwich, Connecticut, since 2001. Ms. Arredondo previously held senior operating roles at Yahoo! Inc., the British Broadcasting Corporation (BBC) and Bertelsmann SE & Co. KGaA. Ms. Arredondo received a Bachelor’s degree in Political Science from Stanford University, and a Master of Business Administration from Harvard Business School.
		Skills and Qualifications Ms. Arredondo brings a wealth of domestic and international operational and strategic experience as a former senior executive in the digital technology and media fields to the Campbell Board. She also has extensive public, private and non-profit board experience in a number of relevant areas, including business model transformations, investment acquisition, integration and disposition skills, and the development of e-commerce distribution networks and effective digital marketing and sales initiatives.
		Other Public Company Boards Fair Isaac Corporation (FICO), 2020 – present Burberry plc, 2015 – present

Director Since: 2017 Age: 60 Independent Director Committee Memberships: ●Audit (Chair) ●Finance and Corporate Development		HOWARD M. AVERILL Biography Howard M. Averill served as Executive Vice President and Chief Financial Officer of Time Warner Inc., a global media and entertainment company, from January 2014 until June 2018. Mr. Averill previously served as Executive Vice President, Chief Financial Officer of Time Inc. from 2007 through the end of 2013. Prior to joining Time Inc., Mr. Averill spent 10 years at NBC Universal in a variety of financial roles. Earlier in his career, Mr. Averill worked in strategic planning for PepsiCo, Inc. Mr. Averill received a Bachelor’s degree in Economics from the University of Vermont, and a Master of Business Administration with a concentration in Finance from the Kenan-Flagler Business School at the University of North Carolina – Chapel Hill.
		Skills and Qualifications Mr. Averill has significant executive leadership experience, particularly in the areas of finance, accounting, mergers and acquisitions, and strategic planning. As a result of his executive position with a leading media and entertainment company, Mr. Averill also brings digital media expertise and knowledge of information technology and security to the Campbell Board.
		Other Public Company Boards None in the past 5 years

Director Since: 2019 Age: 56 President and Chief Executive Officer		MARK A. CLOUSE President and Chief Executive Officer of Campbell Soup Company Biography Mark A. Clouse was named President and Chief Executive Officer and a Director of Campbell Soup Company effective January 22, 2019. Prior to joining Campbell, Mr. Clouse served as President and Chief Executive Officer of Pinnacle Foods, Inc. from May 2016 until October 2018. From 2012 until 2016, Mr. Clouse held several executive roles at Mondelēz International, Inc. including: Executive Vice President and Chief Commercial Officer; Executive Vice President and Chief Growth Officer; and Executive Vice President, North America. Prior to the spin-out of Mondelēz in 2012, Mr. Clouse spent 16 years at Kraft Foods, Inc. in a range of leadership positions in developed and emerging markets. Mr. Clouse graduated from the United States Military Academy at West Point with a Bachelor’s degree in Economics.
		Skills and Qualifications Mr. Clouse is an outstanding leader with a proven track record of operational excellence and value creation. He brings executive leadership experience, financial acumen, and more than 20 years of food industry experience to the Campbell Board. His extensive experience at leading companies with iconic center-store brands provides him with valuable insights about our business and our industry.
		Other Public Company Boards Brown-Forman Corporation, 2022 – present Pinnacle Foods, Inc., 2016 – 2018

Director Since: 2022 Age: 53 Independent Director Committee Memberships: ●Audit ●Finance and Corporate Development		BENNETT DORRANCE, JR. Biography Bennett Dorrance, Jr. is a Managing Director for the DFE Trust Company, a board member of DMB Associates and President of the Dorrance Family Foundation, which supports education, natural resource conservation and programs that improve quality of life in Arizona, California and Hawaii. He is the owner/operator of Touching the Earth Farm and the Kohala Village hub, a founding partner in Memorial Reefs International and a board member of the Hawai'i Institute of Pacific Agriculture. Mr. Dorrance, Jr. received a Bachelor’s degree in Art History from Princeton University and a Master’s degree in Sustainable Leadership from Arizona State University.
		Skills and Qualifications Mr. Dorrance, Jr. is an entrepreneur who has invested in a variety of successful for-profit and non-profit enterprises focused on sustainability, land management and health and wellness. His Master’s degree in sustainable leadership gives him a strong grounding in sustainability. As a descendent of Campbell Soup Company’s founder, he adds the perspective of a long-term, highly committed shareholder to the Board’s discussions.
		Other Public Company Boards None in the past 5 years

Director Since: 2018 Age: 60 Independent Director Committee Memberships: ●Audit ●Finance and Corporate Development (Chair)		MARIA TERESA (TESSA) HILADO Biography Maria Teresa (Tessa) Hilado was Executive Vice President and Chief Financial Officer of Allergan plc, a global pharmaceutical company, from December 2014 until February 2018. Prior to joining Allergan, Ms. Hilado served as Senior Vice President, Finance and Treasurer of PepsiCo, Inc. from 2009 until 2014. She previously served as Vice President and Treasurer for Schering-Plough Corp. from 2008 to 2009 and spent more than 17 years with General Motors Co. in leadership roles of increasing responsibility, including Assistant Treasurer and CFO, GMAC Commercial Finance. Ms. Hilado received a Bachelor’s degree in Management Engineering from Ateneo de Manila University in the Philippines, and a Master of Business Administration from the Darden School of Business at the University of Virginia.
		Skills and Qualifications Ms. Hilado has more than three decades of demonstrated financial expertise in leading roles at several large, global corporations. She has extensive experience in global finance, treasury, mergers and acquisitions and business development, as well as experience in the automotive, consumer packaged goods and health care industries.
		Other Public Company Boards Zimmer Biomet Holdings, Inc., 2018 – present Galderma, S.A., 2021 – present PPD, Inc., 2020 – 2021 H.B. Fuller Company, 2013 – 2021

Director Since: 2021 Age: 52 Independent Director Committee Memberships: ●Compensation and Organization ●Governance		GRANT H. HILL Biography Grant H. Hill is a co-owner and has served as Vice Chairman of the Atlanta Hawks professional basketball team since 2015. Mr. Hill has served as the Managing Director of the USA Men’s Basketball Team since 2021. He is the co-founder and has served as Managing Partner of Penta Mezzanine Fund, a private investment firm that provides customized growth capital solutions to profitable, lower-middle-market companies nationwide since 2011. He is founder and Chairman of Hill Ventures, Inc. through which he engages in commercial real estate development. He has served as a director of Empire State Realty Trust, Inc. since 2020. Mr. Hill is a member of the Board of Directors of the NBA Retired Players Association and a member of the Board of Governors for the Naismith Memorial Basketball Hall of Fame. Mr. Hill is a former college and professional basketball player, an Olympic gold medal winner and a member of the Naismith Memorial Basketball Hall of Fame. Mr. Hill earned a Bachelor’s degree in History from Duke University.
		Skills and Qualifications Mr. Hill offers a diverse business perspective and brings executive leadership, consumer branding and digital media, e-commerce and technology experience to the Campbell Board.
		Other Public Company Boards Empire State Realty Trust, Inc., 2020 – present

Director Since: 2018 Age: 50 Independent Director Committee Memberships: ●Compensation and Organization ●Governance		SARAH HOFSTETTER Biography Sarah Hofstetter is President of Profitero, Ltd., a global e-Commerce SaaS analytics company that provides brand manufacturers with analytics and insights to accelerate e-Commerce sales. Ms. Hofstetter served as President of ComScore, Inc., a global information and analytics company that measures consumer audiences and advertising across media platforms, from October 2018 through March 2019. Ms. Hofstetter previously held several senior executive roles at 360i, a U.S. advertising arm of Dentsu, Inc., a Japanese advertising and public relations company, serving as Chairwoman from April 2018 through October 2018, Chief Executive Officer from 2013 until April 2018 and Senior Vice President, Emerging Media & Brand Strategy from 2006 to 2010. Prior to joining 360i, Ms. Hofstetter was President and Founder of Kayak Communications, a marketing agency focused on developing brand strategy and communications plans for new media brands, and she spent 10 years at Net2Phone, one of the world’s first providers of VoIP technology, in a series of senior leadership positions. Ms. Hofstetter received a Bachelor’s degree in Sociology and Journalism from Queens College, City University of New York.
		Skills and Qualifications Ms. Hofstetter has significant marketing, brand building, ecommerce and digital marketing expertise leading organizations that use advertising to drive growth for many types of businesses. She has worked with packaged food companies on campaigns to modernize and revitalize their brands to spark growth and successfully market to next generation consumers. Ms. Hofstetter also brings social media and digital marketing experience to the Campbell Board.
		Other Public Company Boards None in the past 5 years

Director Since: 2014 Age: 63 Independent Director Committee Memberships: ●Compensation and Organization (Chair) ●Finance and Corporate Development		MARC B. LAUTENBACH Biography Marc B. Lautenbach served as President and Chief Executive Officer at Pitney Bowes Inc., a global shipping and mailing company, that provides technology, logistics and financial services, from December 2012 to October 2023. Before joining Pitney Bowes, Mr. Lautenbach spent 27 years in senior leadership roles at International Business Machines Corporation (IBM), a global technology services company, most recently serving as Managing Partner, North America, IBM Global Business Services. Mr. Lautenbach received a Bachelor’s degree from Denison University, where he graduated Magna Cum Laude and was inducted into Phi Beta Kappa. He received a Master of Business Administration with a concentration in Finance from the Kellogg Graduate School of Management at Northwestern University.
		Skills and Qualifications As a former chief executive officer, Mr. Lautenbach brings executive leadership experience to the Campbell Board. He possesses substantial operational experience in the technology and logistics fields, as well as marketing, sales and product development experience. Mr. Lautenbach has worked with a broad range of customers and clients and has significant international experience.
		Other Public Company Boards Pitney Bowes Inc., 2012 – 2023

Director Since: 1990 Age: 74 Independent Director Committee Memberships: ●Compensation and Organization ●Governance		MARY ALICE DORRANCE MALONE Biography Mary Alice Dorrance Malone is President of Iron Spring Farm horse breeding and performance centers in Pennsylvania and Florida, which she founded in 1976. She has served for many years on the boards of several non-profit organizations and actively participates in various philanthropic organizations. Ms. Malone received a Bachelor’s degree from the University of Arizona.
		Skills and Qualifications Ms. Malone is an entrepreneur, a private investor and an officer of several private companies. She has a keen interest in health and wellness matters and brings valuable insights to the Campbell Board in this area. As a descendant of Campbell Soup Company’s founder and a significant shareholder, she possesses extensive knowledge of Campbell’s history, organization and culture, and the strategic perspective of a long-term, highly committed director and shareholder.
		Other Public Company Boards None in the past 5 years

Director Since: 2016 Age: 68 Independent Director BOARD CHAIR		KEITH R. MCLOUGHLIN Biography Keith R. McLoughlin served as interim President and Chief Executive Officer of Campbell Soup Company from May 2018 through January 2019. Previously, Mr. McLoughlin was President and Chief Executive Officer of AB Electrolux, a global manufacturer of major household appliances, from 2011 until February 2016. Mr. McLoughlin joined Electrolux in 2003, where he was the President of the Electrolux Home Products North America, Head of Major Appliances in North America and Latin America, Executive Vice President and Head of Global Operations prior to being appointed President and Chief Executive Officer. Before joining Electrolux, Mr. McLoughlin spent 22 years in senior leadership roles at E.I. DuPont de Nemours and Company, leading several consumer brand businesses. Mr. McLoughlin graduated from the United States Military Academy at West Point with a Bachelor’s degree in Engineering.
		Skills and Qualifications As a former chief executive officer for two global enterprises, Mr. McLoughlin possesses significant executive leadership experience and expertise in international business and operations. His experience as interim CEO of Campbell during the Board-led strategic and portfolio review gives him a unique perspective on the Company, its operations, strategy, people and culture. His additional experience in retail sales, marketing, innovation, strategic planning, and organizational and human resource matters provide valuable insights to the deliberations of the Campbell Board.
		Other Public Company Boards Briggs & Stratton Corp., 2007 – 2021

Director Since: 2018 Age: 67 Independent Director Committee Memberships: ●Compensation and Organization ●Governance		KURT T. SCHMIDT Biography Kurt T. Schmidt served as President and Chief Executive Officer at Cronos Group Inc., a global cannabinoid company, from September 2020 to March 2022. Before joining Cronos Group, Mr. Schmidt served as a director and Chief Executive Officer of Blue Buffalo Pet Products, Inc. from 2012 through 2016. Prior to joining Blue Buffalo, Mr. Schmidt served as Deputy Executive Vice President at Nestlé S.A., from 2007 until 2012 and was responsible for the Nestlé Nutrition division and served as a member of the company’s Executive Committee. Prior to joining Nestlé, Mr. Schmidt was the President and Chief Executive Officer of Gerber Products Company from 2004 to 2007. Mr. Schmidt received a Bachelor’s degree in Chemistry from the United States Naval Academy and a Master of Business Administration from the University of Chicago.
		Skills and Qualifications Mr. Schmidt brings executive leadership and management experience to the Campbell Board. His extensive operational and leadership experience in the food, beverage and consumer packaged goods industry are especially valuable to Campbell’s strategic objectives.
		Other Public Company Boards None in the past 5 years

Director Since: 2009 Age: 67 Independent Director Committee Memberships: ●Audit ●Governance (Chair)		ARCHBOLD D. VAN BEUREN Biography Archbold D. van Beuren is Vice Chairman of Brandywine Trust Group, a privately owned trust company providing fiduciary and investment services. Mr. van Beuren served as Senior Vice President and President-Global Sales and Chief Customer Officer for Campbell Soup Company, from 2007 until his retirement in October 2009. Mr. van Beuren joined Campbell in 1983 as an Associate Marketing Manager and served in various positions of increasing responsibility, including President of Godiva Chocolatier and President of a division responsible for the North America Foodservice business and the Company’s Canadian, Mexican and Latin American businesses. Mr. van Beuren received a Bachelor of Arts degree from Yale University, and a Master of Business Administration with a concentration in Finance from Columbia University Business School.
		Skills and Qualifications Mr. van Beuren brings wide-ranging skills in operational and financial management and extensive knowledge of Campbell, its customers, its products and the food industry to the Board. He is also a descendant of the founder of Campbell Soup Company and adds the perspective of a long-term, highly committed shareholder to the Board’s discussions.
		Other Public Company Boards None in the past 5 years


■11 out of 12 director nominees are independent ■Diverse Board in terms of gender, ethnicity, tenure, and specific skills and qualifications ■Annual election of directors ■Majority voting standard in uncontested elections with resignation policy ■Independent Board Chair ■Independent directors regularly meet in executive session ■Audit, Compensation and Organization, Finance and Corporate Development and Governance Committees composed entirely of independent directors ■“Overboarding” limits ■Robust stock ownership guidelines for directors and executive officers			■Clawback policies for incentive compensation recoupment and clawback provisions in our performance share award agreements ■Shareholder ability to act by written consent and call a special meeting ■Annual shareholder ratification of independent auditors ■Board orientation and director education program ■Annual Board and committee self-evaluations, and individual director evaluations ■Policy against hedging applicable to all directors and officers ■Policy against pledging applicable to all directors and executive officers ■No shareholder rights plan or “poison pill”

1.	The candidate's name and business address;
2.	A resume or curriculum vitae, which describes the candidate's background and demonstrates that he or she meets the qualifications set forth on pages 15 - 17;
3.	A letter from the candidate stating that he or she is willing to serve on the Board if elected, and identifying any legal or regulatory proceedings in which he or she has been involved during the last ten years;
4.	A statement from the candidate stating whether the candidate is or has been within the past three years, an officer or a director of a competitor of the Company, within the scope of the Clayton Antitrust Act of 1914, as amended;
5.	A statement from the shareholder recommending the candidate, indicating that he or she is the registered owner of Campbell shares, or a written statement from the “record holder” of Campbell shares indicating that the shareholder is the beneficial owner of such shares; and
6.	A description of all agreements, arrangements or understandings between the recommending shareholder and the candidate.

Full Board	Audit Committee	Compensation and Organization Committee	Finance and Corporate Development Committee	Governance Committee
●Strategy	●ERM policies and procedures	●Compensation policies and practices	●Market and capital structure matters	●Governance risks
●Operations	●Financial statements and financial reporting processes	●Executive incentive compensation and stock ownership	●Liquidity and credit matters	●Director compensation
●Market dynamics, including competition and consumer/ customer trends	●Accounting and audit matters	●Executive retention and succession planning processes	●Investment policies, strategies and guidelines	●Review of transactions with related persons
●Significant portfolio transactions (e.g., acquisitions, divestitures, restructurings, joint ventures)	●Information technology and security	●Risk assessment of incentive compensation programs	●Mergers, acquisitions and divestitures	●Director independence
●Crisis management	●Legal, regulatory and compliance matters	●Management development and performance	●Hazard risk management	●Environmental, Social and Governance

●	Policies and security awareness training, including employee phishing simulations and training;
●	Identification and remediation of information security risks and vulnerabilities in our IT and OT systems;
●	Security operations training including logging, monitoring and response technologies and procedures;
●	Due diligence of third-party vendors’ information security programs; and
●	Testing of incident response procedures.

●	Board of Directors: Oversight of ESG strategies and reporting is managed by the Governance Committee of the Board.
●	Chief Executive Officer: Provides executive direction on ESG strategy.
●	Operating Committee: With the primary focus of our Executive Vice President, General Counsel who oversees ESG, and our Executive Vice President, Chief Supply Chain Officer, who oversees supply chain sustainability.
●	Chief Sustainability Officer: Leads Campbell’s ESG strategy.
●	Sustainability Steering Committee: Senior leaders from supply chain, corporate responsibility and sustainability, manufacturing, research and development, investor relations, and communications, who meet regularly to drive decision making, accountability and ownership of specific ESG initiatives focused on operational and supply chain sustainability.