Denise Paulonis

About Denise A. Paulonis

Independent director since August 1, 2022; age 53 as of the proxy date. CEO of Sally Beauty Holdings (SBH) since 2021, former CFO at Sprouts Farmers Market and The Michaels Companies, with prior roles at PepsiCo, McKinsey, and Procter & Gamble. Audit/Finance Committee member and designated audit committee financial expert; slated to become Audit/Finance Committee Chair following the 2025 Annual Meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
Sally Beauty Holdings, Inc.	President & CEO	2021–present	Public company leadership; transformation experience
Sprouts Farmers Market	Chief Financial Officer	2020–2021	Finance leadership in grocery retail
The Michaels Companies, Inc.	EVP & Chief Financial Officer; prior finance/IT roles	2014–2020 (CFO 2016–2020)	Finance, risk management, compliance oversight
PepsiCo	Various roles	Not disclosed	Consumer products/technology exposure
McKinsey & Company	Various roles	Not disclosed	Strategy consulting experience
Procter & Gamble	Various roles	Not disclosed	Consumer products/technology exposure

External Roles

Company	Role	Tenure	Committee Roles
Sally Beauty Holdings, Inc.	Director	2018–present	Not disclosed in CAG proxy

Board Governance

Committees: Audit/Finance (member); will assume Chair role post-2025 Annual Meeting .
Audit Committee Financial Expert: Board designated Ms. Paulonis as an audit committee financial expert .
Independence: Board determined she is independent under NYSE standards and CAG’s categorical standards; audit/finance members meet heightened SEC independence requirements .
Attendance: In FY2025, each director attended at least 75% of applicable meetings; combined average attendance was 98% across 25 Board/committee meetings (Board met 8 times) .
Executive sessions: Independent directors hold executive sessions at every regular Board and committee meeting; Board Chair leads, with sessions both with and without CEO .
Governance practices: Clawback policy refreshed in FY2024; stock ownership guidelines in place; insider trading policy prohibits pledging/hedging .

Fixed Compensation

Director compensation (non-employee) structure and Ms. Paulonis’s actual reported amounts:

Metric	FY2024	FY2025
Annual Cash Retainer ($)	$105,000	$105,000
Committee Chair Fee ($)	$0 (not chair)	$0 (chair starts after 2025 meeting)
Meeting Fees ($)	$0 (only paid if >24 meetings attended; none disclosed)	$0 (none disclosed)
Stock Awards – Grant-Date Fair Value ($)	$167,027	$174,129
All Other Compensation ($)	$10,000 (charitable match)	$0
Total ($)	$282,027	$279,129

Program terms (non-chair): annual RSUs valued at $180,000 granted first trading day of fiscal year (one-year vesting); cash retainer $105,000; committee chair retainers $25,000 (Audit) and $20,000 (other committees); meeting fees only if >24 meetings required . FY2025 RSUs: 5,857 granted on May 28, 2024; dividend equivalents accrue and pay in stock upon vesting .

Performance Compensation

Director Performance Metrics	FY2024	FY2025
Performance-conditioned equity (PSUs/options) for directors	None disclosed; director equity is time-based RSUs	None disclosed; director equity is time-based RSUs

Note: Performance metrics (Adjusted EPS, Net Sales, FCF, TSR modifier) apply to executive LTI/AIP and not to non-employee director compensation .

Other Directorships & Interlocks

Current public board: Sally Beauty Holdings (consumer beauty retail) .
Independence conflicts review: Board reviewed commercial relationships with companies linked to nominees and found any such relationships were ordinary-course, arm’s-length, and did not affect independence; Ms. Paulonis deemed independent .
Related-party transactions: None arose in FY2025; policy requires Audit/Finance Committee review and approval of any >$120,000 related-party transaction .

Expertise & Qualifications

Financial leadership: Former CFO (Sprouts, Michaels); strong finance, risk management, and compliance oversight expertise .
Technology and digital: Experience in IT leadership and technology management from prior roles; relevant technology expertise .
Industry breadth: Consumer products, retail, and international experience; transformation and operational execution .
Audit/finance depth: Recognized audit committee financial expert by the Board .

Equity Ownership

Metric	Value
Shares of Common Stock Owned (#)	15,424
Right to Acquire Within 60 Days (#)	— (none)
Ownership as % of Shares Outstanding	<1% (Company table indicator “*”)
Director RSUs at FY2025 Year-End (#)	6,081 RSUs (vested May 28, 2025)
Stock Ownership Guideline	$525,000 (5x annual cash retainer); 5-year compliance window
Compliance Status	Company disclosed all directors met guidelines or were within the 5-year window and followed retention requirement
Pledging/Hedging	Prohibited by Insider Trading Policy

Governance Assessment

Strengths:
- Independence and audit rigor: Independent director, Audit/Finance member, and designated audit committee financial expert; will chair Audit/Finance—enhances oversight of financial reporting, risk (including cybersecurity), compliance, and related-party policies .
- Engagement and attendance: Board maintains executive sessions each meeting; FY2025 average director meeting attendance 98%, indicating strong engagement culture .
- Ownership alignment: Director equity via annual RSUs; stock ownership guidelines ($525k) and retention requirement; prohibitions on pledging/hedging .
Risks / Red Flags to monitor:
- Say-on-Pay outcome: Company reported the FY2025 advisory vote on NEO compensation was not approved; monitor potential investor dissatisfaction spillover and HR Committee responses .
- Committee transition: As incoming Audit/Finance Chair, confirm seamless handoff and continued designation of financial experts; verify oversight of evolving risk areas (e.g., cyber, environmental disclosures) .
- Related-party and director interlocks: While independence review found no material relationships, continue surveillance for any ordinary-course transactions involving SBH and ensure arm’s-length treatment is maintained .
Compensation structure signals:
- Director pay is balanced (cash + time-based RSUs), with no performance-conditioned awards, minimizing misalignment risk; charitable matching capped at $10k and no above-market deferral returns .
- Independent consultant (FW Cook) advises on director/exec compensation; consultant independence maintained .

Overall: Ms. Paulonis brings deep CFO and CEO credentials, technology literacy, and public company governance experience to Conagra. Her elevation to Audit/Finance Chair is a positive signal for financial oversight, with no related-party concerns disclosed and ownership practices aligned with policy. Investors should monitor the company’s response to the reported 2025 Say-on-Pay outcome, as broader governance sentiment can inform board effectiveness perceptions .