Get a bite of this…
It’s hard to know where to begin with the proxy that ConAgra (CAG) filed late Friday. Of course, anything filed late on a summer Friday afternoon usually makes for a tasty read. But ConAgra’s was particularly so. We’ll start with connecting the dots. In the summary comp table, the company discloses that former Chairman and CEO Bruce Rohde received $2.42 million in "all other compensation" which it promises to explain in footnote #4. But that footnote only accounts for $8,306, or less than 1% of the money that Rohde received. For details on the rest, the proxy tells you to go to pg. 18 where the company rehashes the severance agreement it signed with Rohde last year (which was detailed in this post). But even adding in the $50K a month that Rohde receives for his consulting gig still only gets you to $600K and there’s simply not enough numbers to figure out where the bulk of that "all other comp" is coming from.
Of course, that’s only part of the puzzle. There’s also the $2 million that new President and CEO Gary Rodkin received. Because the bonus was guaranteed back when ConAgra signed the agreement last September, it didn’t really matter how the company performed. Or didn’t, as the case may be, according to this chart in the proxy. Indeed, when Rodkin took over on Oct. 1, the stock closed at $23.74. On May 26, the last trading day of the fiscal year, the stock closed at $22.53. Good thing the proxy notes that the company’s compensation philosophy has been consistent with "pay for performance". One could only imagine the disconnect if they didn’t.