George Dowdie

About George Dowdie

Independent director of Conagra Brands since March 1, 2022; age 69. Former Executive Vice President, Global Supply Chain at Starbucks and prior senior roles in food safety, R&D, and commercialization at Campbell Soup Company, Seagram Co. Ltd., and Frito-Lay. Serves on the Audit/Finance Committee; the Board affirms his independence under NYSE and company standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Starbucks Corporation	EVP, Global Supply Chain; SVP, Global Food Safety, Quality & Regulatory	2020–2023 (EVP); 2013–2020 (SVP)	Led global supply chain; oversaw food safety and quality/regulatory programs across geographies
Campbell Soup Company	Various management roles	Not disclosed	Product development, commercialization, innovation; consumer packaged goods experience
Seagram Co. Ltd.	Various management roles	Not disclosed	Supply chain, quality strategy, and new product development
Frito-Lay	Various management roles	Not disclosed	Market-facing commercialization and new business development

External Roles

Organization	Role	Tenure	Notes
None	—	—	No current other public company directorships

Board Governance

Committee memberships: Audit/Finance (member); Board’s committees are 100% independent; Audit/Finance met 9 times in FY2025 .
Independence: Board determined Dowdie has no material relationships; satisfies NYSE and SEC independence (including heightened audit committee standards) .
Attendance: Board and committees held 25 meetings in FY2025; all directors attended ≥75% of meetings; combined attendance averaged 98% .
Election support: At the Sept 17, 2025 annual meeting, votes for Dowdie were 360,544,572; against 2,350,970; abstain 1,297,164; broker non-votes 54,529,577 .

Board & Committee Participation (FY2025)	Meetings Held	Role
Board of Directors	8	Director; independent
Audit/Finance Committee	9	Member
HR Committee	4	Not a member
Nominating & Corporate Governance	4	Not a member
Executive Committee	0	Not a member

2025 Annual Meeting Voting Results (Selected Items)	For	Against	Abstain	Broker Non-Votes
Election of George Dowdie	360,544,572	2,350,970	1,297,164	54,529,577
Ratification of KPMG (FY2026)	396,411,569	21,145,769	1,164,945	—

Related-party transactions: Audit/Finance Committee policy requires prior review and approval; no related-party transactions arose in fiscal 2025 .

Fixed Compensation

Component	Amount/Terms	Notes
Annual cash retainer	$105,000	Standard non-employee director retainer
Committee chair retainer	N/A for Dowdie	Audit chair $25,000; other committee chairs $20,000; Dowdie is not a chair
Meeting fees	None (unless >24 total meetings)	$1,500 per meeting above 24 annually if attendance required
Annual equity (RSUs)	$180,000 grant value; 5,857 RSUs on May 28, 2024; one-year vest	Dividend equivalents accrue in stock; prorated vesting if term <1 year; accelerated on death/disability

Dowdie FY2025 Director Compensation (USD)	Cash Fees	Stock Awards (Grant-date FV)	All Other Compensation	Total
FY2025	$105,000	$174,129	$0	$279,129

Historical board entry terms:

Appointed effective March 1, 2022; Board affirmed independence; received prorated RSUs with grant-date value $41,250 (April 1, 2022 grant) and prorated cash retainer per standard program .

Performance Compensation

Directors do not receive performance share units or options; annual equity is time-based RSUs with one-year vesting. No PSU metrics, option repricing, or performance hurdles apply to director pay .

Other Directorships & Interlocks

Category	Detail
Current public company boards	None
Prior public company boards	None disclosed for Dowdie
Interlocks with competitors/suppliers/customers	None disclosed; Board reviewed any commercial relationships and affirmed independence

Expertise & Qualifications

Supply chain leadership; food safety/quality/regulatory oversight; commercialization and innovation in CPG; international operations experience .
Contributes to Audit/Finance oversight on operational/financial risk, cybersecurity, and environmental compliance as part of committee’s remit .

Equity Ownership

Metric (as of July 23, 2025)	Value
Shares of common stock owned	6,204
Right to acquire within 60 days	0
Percent of class	<1% (asterisk in table denotes less than 1%)
Deferred shares (director deferred comp plan)	11,562
Ownership guidelines	Required to hold at least $525,000 in stock (5x cash retainer) within 5 years of first election; directors must retain shares until guideline met
Hedging/pledging policy	Insider Trading Policy prohibits pledging, short sales, or hedging of company stock by directors
Guideline compliance status	All board members met guidelines or had <5 years of service and followed retention requirement (Dowdie within 5-year window)

Governance Assessment

Positive signals: Strong shareholder support for re-election; independent status; service on Audit/Finance with robust charter covering financial integrity, cybersecurity, and environmental compliance; no related-party transactions in FY2025; director pay is balanced (cash + time-based equity) with ownership alignment and anti-hedging/pledging policy .
Alignment: Prior supply chain and food safety leadership is directly relevant to Conagra’s operational risk oversight, supporting board effectiveness on the Audit/Finance Committee .
Watch items: None disclosed specific to Dowdie; note broader investor scrutiny of executive pay program addressed by board through design changes (relative TSR modifier; 3-year cumulative metrics), though annual meeting vote counts should be monitored over time .

Appointment and compensation details, independence determinations, and ownership figures are drawn from Conagra’s DEF 14A; election results from Form 8-K (Sept 22, 2025). All claims and figures are cited accordingly.