Francisco Fraga
CONAGRA BRANDSAbout Francisco Fraga
Independent director since September 14, 2023 (age 52). Serves on the Audit/Finance Committee. Brings technology and cybersecurity expertise with 25+ years in IT leadership across consumer products and healthcare, including current role as EVP, Chief Information Officer and Chief Technology Officer at McKesson; prior leadership at Campbell Soup and Procter & Gamble. Other public company boards: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson Corporation | EVP, Chief Information Officer and Chief Technology Officer | 2023–present | Leads digital capabilities; risk management and transformation experience . |
| McKesson Corporation | SVP & CIO, U.S. Pharmaceutical | 2021–2023 | Oversaw IT for U.S. Pharmaceutical segment . |
| Campbell Soup Company | SVP, Chief Information & Technology Officer | 2017–2021 | Drove digital innovations in CPG context . |
| Procter & Gamble | Various leadership roles | 1996–2017 | Technology leadership in global CPG . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| McKesson Corporation | EVP, CIO & CTO | Operating role | Current executive role; diversified healthcare services . |
| Other Public Boards | None | — | No other public directorships disclosed . |
Board Governance
- Committee assignments: Member, Audit/Finance Committee; not a chair .
- Independence: Board determined he is independent; 9 of 10 nominees independent (excludes CEO). Board reviewed any commercial relationships associated with nominees (employment, board service, family), found any such relationships were ordinary-course, arm’s-length, and did not impair independence .
- Attendance and engagement: In fiscal 2025 the Board met 8 times; Board and committees held 25 meetings; each current director attended at least 75% of aggregate Board/committee meetings; combined attendance averaged 98%; all directors attended the 2024 annual meeting. Regular executive sessions of independent directors at each regular meeting; committees typically hold 4–5 regular meetings per year (Audit/Finance met 9 times in FY2025) .
- Board leadership: Independent Chair (Richard H. Lenny). Chair responsibilities include leading executive sessions and facilitating independent Board communications and shareholder engagement, among others .
Fixed Compensation
| Element | FY2025 Structure | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | For non-employee directors other than Board Chair . |
| Committee chair retainers | $25,000 (Audit); $20,000 (other committees) | Prorated if appointed mid-quarter . |
| Meeting fees | None unless >24 total meetings in FY; then $1,500 per excess meeting | Applies when attendance required . |
| Deferred compensation plan | Available; directors may defer cash or stock; no above-market or preferential earnings | Nonqualified plan . |
| Matching gifts | Up to $10,000 matched to eligible charities | Available to all non-employee directors . |
| Director (FY2025) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Francisco Fraga | 105,000 | 174,129 | 0 | 279,129 |
Performance Compensation
| Equity Type | Grant Value/Mechanics | Grant Date and RSUs | Vesting | Other Terms |
|---|---|---|---|---|
| RSUs (time-based) | Annual grant targeted at $180,000; number of RSUs based on 30-trading-day average price before grant | May 28, 2024 grant: 5,857 RSUs to each non-employee director serving as of first trading day of FY2025 | One-year vesting; vested May 28, 2025 | Dividend equivalents accrue and are paid in stock upon vesting; accelerated vesting on death/disability; pro-rata if not full year . |
| RSU holdings at FY2025 year-end | — | Each non-employee director (other than Chair) held 6,081 RSUs | Vested May 28, 2025 | As disclosed for FY2025 year-end status . |
Performance metrics: Non-employee director RSUs are time-based; no performance metrics (e.g., revenue/EBITDA/TSR) disclosed for director equity .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Interlocks/related-party exposure | Board reviewed commercial relationships tied to nominees’ employers/affiliations in FY2025; any relationships were ordinary-course, arm’s-length, and did not affect independence determinations . |
Expertise & Qualifications
- Technology and cybersecurity expertise; transformation and risk management experience; deep consumer products background (P&G, Campbell) and current healthcare technology leadership (McKesson) .
- Board skills matrix highlights technology, transformation/innovation, risk management, and human capital among emphasized competencies across nominees .
Equity Ownership
| Holder | Common Shares Owned (#) | Right to Acquire within 60 Days (#) | Percent of Class (%) | Deferred Shares (#) |
|---|---|---|---|---|
| Francisco Fraga | 11,044 | — | * (less than 1%) | — |
| Reference | Shares Outstanding |
|---|---|
| CAG common shares outstanding (as of July 23, 2025) | 478,693,731 |
- Director stock ownership guidelines: Non-employee directors must hold CAG stock valued at least $525,000 (5x annual cash retainer) within five years of first election; includes personally acquired shares, unvested RSUs, and deferral equivalents; directors agree not to sell until guideline met. During FY2025, all Board members met the guideline or had less than five years of service and followed the retention requirement .
Governance Assessment
- Strengths for investor confidence: Independent director with cyber/technology depth seated on Audit/Finance during a period of elevated IT and cyber risk; strong overall Board attendance culture (98% combined) and regular executive sessions reinforce oversight quality .
- Alignment and pay mix: Director compensation is equity-heavy (annual time-vested RSUs plus cash retainer), with Fraga’s FY2025 total $279,129 including $174,129 in stock awards and $105,000 cash, consistent with market practice and promoting ownership alignment .
- Ownership and guidelines: Beneficial ownership of 11,044 shares; as a newer director (joined 2023) he is within the five-year window to reach the $525,000 guideline; Board reports full compliance or on-track status for all directors in FY2025 .
- Conflicts/interlocks: No other public company directorships reduce interlock risk; Board independence review found any commercial ties to nominee-affiliated companies were ordinary-course and arm’s-length .
RED FLAGS: None disclosed regarding related-party transactions, pledging, attendance shortfalls, or pay anomalies tied specifically to Fraga. Meeting fees are capped and only apply above 24 meetings; equity awards are time-based (no option repricing or tax gross-ups disclosed for directors) .