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| CAG > SEC Filings for CAG > Form 8-K on 16-Jan-2009 | All Recent SEC Filings |
16-Jan-2009
Change in Directors or Principal Officers
On January 16, 2009, the Board of Directors (the "Board") of ConAgra Foods, Inc. (the "Company") named Andre J. Hawaux, age 48, to the position of President, Consumer Foods, effective January 16, 2009. In this role, Mr. Hawaux will be responsible for leading the businesses comprising the Company's Consumer Foods reporting segment. He will also retain responsibility for the Company's information technology function. Mr. Hawaux will no longer serve as the Executive Vice President and Chief Financial Officer, a position he has held since joining the Company in November 2006. Mr. Hawaux joined the Company after 25 years of experience with PepsiCo, Inc. (a global snack and beverage company) and its bottlers. Since May 2005, Mr. Hawaux served as Senior Vice President, Worldwide Strategy & Corporate Development, PepsiAmericas, Inc. (a manufacturer and distributor of a broad portfolio of beverage products) and from 2000 until May 2005, Mr. Hawaux served as Vice President and Chief Financial Officer for Pepsi-Cola North America (a division of PepsiCo, Inc.). His experience includes field, corporate and general management positions. On January 16, 2009, the Board's Human Resources Committee approved a salary increase to $600,000 for Mr. Hawaux, reflecting the significant change in the responsibilities associated with his position, and an award of non-statutory options to acquire 100,000 shares of the Company's common stock, with a grant date of January 16, 2009, an exercise price equal to the closing market price of the Company's common stock on the date of grant, and cliff-vesting (100%) upon the third anniversary of the grant date.
On January 16, 2009, the Company's Board promoted John F. Gehring, age 47, to the position of Executive Vice President and Chief Financial Officer, effective January 16, 2009. Mr. Gehring assumes the Chief Financial Officer role from Mr. Hawaux. Mr. Gehring joined the Company in 2002 as Vice President of Internal Audit, became Senior Vice President in 2003, and most recently served as Senior Vice President and Corporate Controller since July 2004. He served as the Company's interim Chief Financial Officer from October 2006 to November 2006. Prior to joining the Company, Mr. Gehring was a partner at Ernst & Young LLP (an accounting firm) from 1997 to 2001. On January 16, 2009, the Board's Human Resources Committee approved for Mr. Gehring (i) a salary increase to $450,000, reflecting the increase in his responsibilities; (ii) an increase in his targeted incentive under the Company's FY09 management incentive plan to 100% of his base salary; (iii) under the Company's long-term incentive plan for senior officers (in which Mr. Gehring is already a participant), an incremental grant of 13,000 performance shares for the fiscal 2009 to 2011 performance period and options to acquire 40,000 shares of the Company's common stock with a seven-year term, an exercise price at the Company's closing market price of the common stock on the date of grant, and vesting 40% on January 16, 2010, 30% on January 16, 2011 and 30% on January 16, 2012; and (iv) an amendment to his change in control agreement with the Company to provide a multiple of three times base salary and annual bonus in the event of his termination under certain circumstances following a change in control of the Company.
On January 16, 2009, the Company's Board promoted Patrick Douglas (Doug) Linehan, age 40, to the position of Senior Vice President, Corporate Controller, effective January 16, 2009. Mr. Linehan assumes the Corporate Controller role from Mr. Gehring.
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