Manny Chirico

About Emanuel “Manny” Chirico

Independent director of Conagra Brands since February 1, 2021; age 68. Former Executive Chairman and CEO of PVH Corp., with prior CFO and audit partner experience. Serves on Conagra’s Audit/Finance Committee and is designated an Audit Committee Financial Expert. Also a current director at Dick’s Sporting Goods, Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
PVH Corp.	Executive Chairman; Chief Executive Officer; President & COO; EVP & CFO; VP & Controller	1993–2021	Led global apparel company; extensive M&A, finance, human capital, risk/compliance oversight
Ernst & Young LLP	Partner, Retail and Apparel Practice Group	Not disclosed	Audit background informing financial expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Dick’s Sporting Goods, Inc.	Director	2003–present	Not disclosed in CAG proxy
PVH Corp.	Director (past)	2005–2021	Not disclosed in CAG proxy

Board Governance

Independence: Board determined Manny Chirico is independent under NYSE and company standards; commercial relationships reviewed and deemed arm’s-length, not impairing independence.
Committee assignment: Member, Audit/Finance Committee; committee held 9 meetings in FY2025.
Audit Committee Financial Expert designation: Board determined Chirico qualifies as an audit committee financial expert.
Attendance: Each current director attended at least 75% of aggregate Board/committee meetings; directors collectively averaged 98% attendance across 25 meetings in FY2025.
Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting; sessions include time with and without the CEO.
Related-party transactions oversight: Audit/Finance Committee policy requires prior review/approval; no related-party transactions arose in fiscal 2025.

Fixed Compensation (Director)

Component	Amount	Notes
Annual Cash Retainer	$105,000	Standard non-employee director cash retainer in FY2025
Committee Chair Fees	$0	Not a chair; Audit chair retainer is $25,000; other committee chair retainer $20,000 (program terms)
Meeting Fees	$0	Only paid if required attendance exceeds 24 meetings/year ($1,500/meeting)
All Other Compensation	$0	Matching gifts program up to $10,000; Manny reported $0; program available
Total Cash Earned FY2025	$105,000	As reported

Performance Compensation (Director Equity)

Item	Grant Date	Measure	Shares/Value	Vesting	Notes
Annual RSU grant (program terms)	May 28, 2024	RSUs	5,857 RSUs; target value $180,000	One-year vest; vested May 28, 2025	All non-employee directors received RSUs with one-year vest; dividend equivalents accrue and pay in stock upon vesting
Stock Awards (reported value)	FY2025	Grant-date fair value	$174,129	N/A	Reported in Non-Employee Director Compensation Table

Other Directorships & Interlocks

Company	Relationship to CAG	Potential Interlock Risk	Notes
Dick’s Sporting Goods, Inc.	Manny is a director	Board reviewed related relationships; independence affirmed	CAG board’s independence review found any relationships were ordinary course and arm’s-length; Manny deemed independent

Expertise & Qualifications

C-suite leadership (CEO, CFO) with extensive international operations experience, finance/capital management, and M&A.
Human capital management and risk/compliance oversight; former audit partner enhances oversight of financial reporting and controls.
Recognized as audit committee financial expert, strengthening Board oversight of financial statements, internal controls, and audit quality.

Equity Ownership

Holder	Shares Owned	Right to Acquire (60 days)	Percent of Class	Deferred Shares
Emanuel “Manny” Chirico	30,000	—	<1%	23,947
Shares Outstanding (basis for % calc)	—	—	478,693,731	—

Director stock ownership guideline: $525,000 (5x annual cash retainer); must be met within 5 years of first election; shares from RSUs and deferred equivalents count; unexercised options do not. During FY2025, all board members met the guideline or had <5 years of service and followed retention requirements.
Hedging/pledging policy: Insider Trading Policy prohibits pledging, short sales, or hedging of Company stock by directors. This mitigates alignment and collateral risk.
Section 16(a) compliance: Company reports all required insider ownership filings were timely in FY2025; no delinquent reports.

Governance Assessment

Strengths: Independent status; Audit/Finance Committee membership; audit financial expert designation; strong attendance norms; robust executive-session practice; no related-party transactions reported in FY2025; anti-hedging/pledging policy; clear director ownership guidelines and compliance window. These factors support board effectiveness and investor confidence.
Watch items: 2024 Say-on-Pay support was ~45% of votes cast, reflecting shareholder scrutiny of executive pay design (not director-specific) and raising overall governance expectations; HR Committee implemented program changes (relative TSR modifier; 3-year cumulative goals; retention of FCF in AIP) to address feedback.

Overall signal: Manny Chirico’s financial expertise and audit committee role, combined with independence and policies limiting conflicts (no related-party transactions; hedging/pledging ban), are positive governance indicators; broader shareholder pay concerns were addressed through program redesign, but remain relevant to oversight culture.