Francisco Fraga

About 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) .