ISS urges Conagra shareholders to reject executive pay changes

  • ISS urged Conagra shareholders to reject proposed executive compensation changes.
  • Brase’s package includes a $1.15 million salary and $7.3 million in long-term incentives.
  • Conagra’s AGM is scheduled for September 23 after recent shareholder pay-package rejections.

Proxy adviser ISS has recommended that Conagra Brands shareholders vote against proposed changes to the U.S. packaged food maker’s executive compensation programme, citing declining financial performance and insufficient explanation of compensation targets. CEO John Brase’s package includes a $1.15 million base salary, an annual incentive opportunity equal to 150% of eligible base salary and $7.3 million in long-term incentives, split between performance shares and restricted stock units (RSUs). ISS said short-term targets were set below the prior year’s achievement levels for a second consecutive year without a clear rationale, while the number of shares underlying Brase’s long-term award rose substantially as Conagra’s stock price declined. The company cut its annual dividend in half in July and is reviewing non-core assets after issuing a weak profit outlook. Conagra’s human resources committee chair John Mulligan said about 90% of Brase’s direct compensation is linked to company performance and long-term shareholder value creation. Conagra’s annual general meeting is scheduled for September 23.

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