Melissa Lora

About Melissa Lora

Melissa Lora (age 63) has served as an independent director of Conagra Brands since January 4, 2019. In FY2025 she chaired the Audit/Finance Committee, sat on the Executive Committee, and was a member of the Nominating & Corporate Governance Committee; following the 2025 Annual Meeting, she will become Chair of Nominating & Corporate Governance and conclude service on Audit/Finance . The Board has determined she is independent, and she is designated an Audit Committee Financial Expert under SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Taco Bell Corp. (Yum! Brands)	President, Taco Bell International	2013–2018	Led international expansion; senior operating leadership
Taco Bell Corp.	Global Chief Financial & Development Officer	2012–2013	Finance, M&A, development oversight
Taco Bell Corp.	Chief Financial & Development Officer	2006–2012	Finance leadership; M&A/compliance oversight
Taco Bell Corp.	Chief Financial Officer	2001–2006	CFO responsibilities; internal controls

External Roles

Organization	Role	Tenure	Committees/Impact
NVIDIA Corporation	Director	2023–present	Board service at large-cap technology company
KB Home	Director; Lead Independent Director	2004–2024; LID 2016–2024	Chaired Audit Committee; governance leadership
MGIC Investment Corporation	Director	2018–2022	Board service at mortgage insurer

Board Governance

Committee assignments (FY2025): Audit/Finance (Chair), Executive Committee, Nominating & Corporate Governance; post-2025 meeting, Chair Nominating & Corporate Governance, Audit/Finance chair role transitions to Denise Paulonis .
Audit/Finance Committee met 9 times; members were all independent and financially literate; Lora, Paulonis, and Chirico designated as Audit Committee Financial Experts .
Executive Committee membership included Lenny (Chair), Connolly, Lora, Marshall; it held 0 meetings in FY2025 .
Independence: Board determined Lora is independent under NYSE and company standards; any commercial relationships with companies linked to nominees were ordinary course/arm’s-length and did not affect independence .
Attendance: Board held 8 meetings; committees held 25; each director attended at least 75% of applicable meetings, and combined attendance averaged 98% in FY2025; all directors attended the 2024 Annual Meeting .

Fixed Compensation

Component	FY2025 Amount	Notes
Annual Cash Retainer	$105,000	Standard for non-employee directors
Committee Chair Retainer	$25,000 (Audit)	$20,000 for other committee chairs; Lora’s FY2025 cash totaled $130,000 reflecting chair duties
Meeting Fees	$0 unless >24 combined meetings; $1,500 each above 24	No meeting fees disclosed for Lora
Matching Gifts	$10,000	Company matches director charitable donations up to $10,000

FY2025 Non-Employee Director Compensation Table (Lora): Fees Earned/Paid in Cash $130,000; Stock Awards $174,129; All Other Compensation $10,000; Total $314,129 .

Performance Compensation

Equity Award	Grant Value	RSUs Granted	Vesting	Design/Terms
Annual RSU grant	$180,000 intended value	5,857 RSUs on May 28, 2024 for directors (other than Board Chair)	Vested May 28, 2025; dividend equivalents paid in stock; accelerated for death/disability; prorated if service <1 year	Grant date fair value reported as $174,129 for Lora (ASC 718)

Performance metrics for director equity: none; RSUs are time-based (one-year vest) to align director interests with shareholders without operational performance targets .
Nonqualified deferred compensation plan available to directors; allows deferral of cash or stock compensation; no above-market earnings .

Other Directorships & Interlocks

Company	Relationship Type	Notes/Independence Outcome
NVIDIA	External public board	Board reviewed any commercial relationships with companies tied to nominees; determined ordinary-course, arm’s-length, not affecting independence
KB Home; MGIC	Prior public boards	No CAG related-party transactions arose in FY2025; related-party transactions are overseen under a formal policy by Audit/Finance Committee

Expertise & Qualifications

Finance, M&A, compliance oversight from >10 years as CFO and development leader at Taco Bell; substantial international business experience .
Audit leadership experience: chaired KB Home’s audit committee; SEC-defined Audit Committee Financial Expert at CAG .
Governance: served as Lead Independent Director at KB Home; moving to Chair, Nominating & Corporate Governance at CAG, signaling continued focus on board composition, citizenship oversight, and governance principles .

Equity Ownership

Holder	Shares Owned	Right to Acquire (60 days)	Percent of Class	Deferred Shares
Melissa Lora	—	—	* (<1%)	37,667
Shares Outstanding	478,693,731	—	—	—

Director stock ownership requirement: minimum $525,000 (5x $105,000 cash retainer) to be met within 5 years; directors may count unvested RSUs and deferred share equivalents; during FY2025, all Board members met the guidelines or had <5 years of service and followed retention requirements .
Anti-pledging/hedging: directors and executive officers are prohibited from pledging or hedging company stock (derivatives, options, puts/calls) .
Section 16(a): company believes all required director/officer reports were timely filed in FY2025 .

Governance Assessment

Board effectiveness: Lora’s rotation from Audit/Finance Chair to Nominating & Corporate Governance Chair maintains her influence over oversight while enhancing board composition/citizenship oversight continuity; Audit committee remains fully independent and financially literate, with clear responsibilities and frequent meetings (9 in FY2025) .
Alignment: Director pay uses a balanced cash + time-based RSU structure; annual RSUs vest in one year, reinforcing near-term alignment; no performance-based metrics for directors, consistent with governance best practice to avoid operational conflicts .
Ownership: While Lora shows no directly held common shares in the beneficial table, she has 37,667 deferred share equivalents and is subject to stringent ownership guidelines and anti-hedge/pledge policies; the company states all directors met or are on track for guidelines, which supports alignment, though some investors may prefer observable direct holdings versus deferred equivalents .
Conflicts/related parties: Formal related-party transaction policy with Audit/Finance Committee pre-approval; no related-party transactions in FY2025; Board’s independence determinations reviewed any nominee-linked commercial relationships and found them immaterial/ordinary course .
Engagement/attendance: Combined director attendance averaged 98% with at least 75% for each director; all directors attended the prior annual meeting, supporting engagement and reliability of oversight .

RED FLAGS: None disclosed in FY2025 regarding related-party transactions, hedging/pledging, or Section 16(a) compliance. Observation: zero directly listed common shares for Lora alongside significant deferred shares may be viewed by some investors as less optimal “skin-in-the-game,” though company guidelines count deferred equivalents and indicate compliance .