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 CAMDEN, N.J., Oct. 12 /PRNewswire/ -- Campbell Soup Company (NYSE: CPB) today issued a proxy which outlines what it calls one of the most demanding executive pay-for-performance and corporate governance programs in industry.
 The pay-for-performance program emphasizes delivery of top-quartile results within the food industry and places a high portion of executive compensation at risk -- as much as 75 percent for the chief executive officer. Bonus compensation, which excludes base salary, is earned only if tough financial goals set by the board are achieved. These goals are among the most aggressive in the food industry.
 These five key principles, as clearly spelled out in the proxy, are used in determining executive compensation:
 -- Pay competitively -- for results. Campbell compensation is designed to pay for performance versus other peer food companies. It pays at median for average performance, lower for weak comparative performance, and can be dramatically increased by peer-beating financial results.
 -- Independent design and goal-setting. The Board Compensation and Organization Committee consists entirely of non-employee directors and sets the financial goals for incentive plans.
 -- High portion at risk. Sixty to 75 percent of the top executives' total compensation is tied to company performance.
 -- Tight focus on quantitative measures. Bonuses depend on quantifiable results that are specific and ambitious in comparison with those of peer companies.
 -- Beating performance of peers increases rewards. When Campbell financial results are in the top-quartile of a peer group of food companies, incentive compensation is increased even further.
 The company's incentive plans have shown a wide range of annual payout, varying from 25 percent to 184 percent of target bonuses over the past three years for top executives. In fact, overall compensation for executives, including President and CEO David W. Johnson, declined in 1992 because earnings growth exceeded goal by a lower percentage than in 1991.
 In addition to explaining the company's executive compensation program, the proxy provides a 12-point outline of Campbell's corporate governance policies, which have been recognized as industry-leading. They include the fact that all directors are independent (non-employee) except for one current Campbell executive; that directors own at least 1,000 shares within a year of election; and that 69 Campbell executives are required to own Campbell stock up to three times their salary.
 The proxy reports that Johnson, whose previously announced election as Chairman of the Board becomes effective Nov. 18, received 100,000 shares of restricted Campbell stock, to be paid only if he remains at Campbell through 1997, and pending performance evaluation by the board, and 37,300 shares of restricted stock to be paid only if Campbell attains financial goals.
 In 1993, Johnson's base salary was augmented by a bonus of $912,722, which included $200,000 due to the company's achievement of top-quartile earnings growth in comparison with peer companies.
 A graph in the proxy shows that Campbell's total return to shareowners (over the five-year period ended July 31, 1993) has outpaced the food industry and the Standard and Poor's 500 Stock Index. An initial $100 investment in Campbell stock five years ago would now be worth $302 -- a compound annual growth rate of 24.7 percent (assuming the reinvestment of all dividends) versus 17.3 percent for the S&P Food Group, and 14.2 percent for the S&P 500 index.
 Campbell's 1993 Proxy statement and its 1993 Annual Report are being mailed to shareowners. The Annual Report, the theme of which is "Seizing the Future", reviews Campbell's financial results for fiscal 1993 and highlights the company's four major strategies: Leverage Brand Power, Focus on Global Marketing, Build and Expand Low-Cost Business Systems, and Reconfigure Business Portfolio.
 Campbell's Annual Shareowners Meeting will be held on Nov. 18, beginning at 10:20 a.m., at the Pavilion Theater at Garden State Park, Route 70, Cherry Hill, N.J.
 -0- 10/12/93
 /CONTACT: James H. Moran of Campbell Soup, 609-342-6426/

CO: Campbell Soup Company ST: New Jersey IN: FOD SU:

JM -- PH012 -- 1009 10/12/93 10:42 EDT
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Publication:PR Newswire
Date:Oct 12, 1993

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