Richard Lenny

About Richard H. Lenny

Richard H. Lenny (age 73) is Independent Chair of Conagra Brands’ Board, serving as a director since March 17, 2009 and as Independent Chair since May 28, 2018. He is the retired Chair, President and CEO of The Hershey Company, with prior senior roles at Nabisco Biscuit Company, Pillsbury Company, and Kraft Foods—bringing deep consumer-brands operating expertise and governance credentials to CAG . The Board has affirmatively determined he is independent under NYSE and Conagra’s categorical standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Hershey Company	President & CEO	2001–2007	Led major consumer brand company—strategy, marketing, business development
Friedman, Fleischer & Lowe, LLC	Operating Partner; Senior Advisor	2011–2014; 2014–2016	Leadership selection and development expertise
Nabisco Biscuit Company; Pillsbury; Kraft Foods	Senior leadership roles	Various	Consumer packaged goods experience

External Roles

Organization	Role	Tenure	Notes
Illinois Tool Works Inc.	Director; Lead Independent Director	Director since 2014; Lead Independent Director since 2020	Current public company; diversified industrials
McDonald’s Corporation	Director (Past)	2005–2023	Past public board
Discover Financial Services	Director (Past)	2009–2018	Past public board
Information Resources, Inc.	Director (Past)	2013–2018	Past public company board

Board Governance

Independent leadership: Conagra has separated Chair/CEO roles since 2005; the Independent Chair leads agendas, executive sessions, risk discussions, engages with the CEO between meetings, and is available for major shareholder consultations .
Executive sessions occur at every regularly scheduled Board and committee meeting; independent directors meet first with the CEO and then without management, with feedback relayed by the Chair .
Committee assignments (FY2025): Executive Committee (Chair); Nominating & Corporate Governance (Chair); Human Resources Committee (member); ex‑officio Audit/Finance (attends select meetings) .
Independence and conflicts: Board determined Lenny is independent; FY2025 review of commercial relationships found arm’s‑length terms that did not affect independence .
Attendance: Board held 8 meetings in FY2025; combined Board+committee meetings totaled 25, with current directors averaging 98% attendance and each attending at least 75% of their meetings; all directors attended the 2024 Annual Meeting .

Committee	Role	FY2025 Meetings
Executive	Chair	0
Nominating & Corporate Governance	Chair	4
Human Resources	Member	4
Audit/Finance	Ex-officio (as Chair of Board)	9 (committee total)

Fixed Compensation

Component (FY2025)	Amount	Notes
RSU Stock Awards (grant date fair value)	$445,028	Board Chair compensation delivered as RSUs; separate disclosure lists target value $460,000 and 14,969 RSUs granted on May 28, 2024, determined by 30‑day average closing price; one‑year vesting; dividend equivalents in stock
Committee Chair Retainer (Nom & Gov)	$20,000	Cash retainer for committee chair service
Other Compensation	$5,000	Matching gifts program (up to $10,000); Lenny utilized $5,000
Total (FY2025)	$470,028	Sum of cash, equity and other

RSU details:

RSU target value $460,000; 14,969 RSUs granted May 28, 2024; one‑year vest to May 28, 2025; dividend equivalents accrue and pay in stock upon vesting .
At FY2025 year-end, Lenny held 15,541 RSUs (which vested on May 28, 2025) .

Performance Compensation

Conagra does not use performance-based equity or cash for non-employee directors; director equity is time-based RSUs with one-year vesting .

Other Directorships & Interlocks

Current public company board: Illinois Tool Works (Lead Independent Director), diversified manufacturing (limited adjacency to Conagra’s food businesses) .
Past boards include McDonald’s (customer-facing restaurant chain), Discover Financial Services, and Information Resources; Board’s independence review found any relationships involving Conagra were arm’s‑length and did not affect independence .

Expertise & Qualifications

Former C‑suite operator (Hershey CEO); deep strategy, marketing, and global consumer products experience; governance best practices from extensive public company board service; leadership selection and development capabilities (also serves as Lead Independent Director at ITW) .

Equity Ownership

Measure (as of July 23, 2025)	Amount
Shares of common stock owned	155,603
Right to acquire within 60 days (options/RSUs)	0
Deferred shares (director deferred comp plan)	28,429
Percent of class	<1% (per proxy table)
Shares outstanding reference	478,693,731

Ownership alignment:

Director stock ownership guidelines require at least $525,000 in CAG stock value (5× annual cash retainer); all directors either meet guidelines or are within five years of service and adhere to retention requirements; anti‑pledging/hedging policy applies to directors .

Governance Assessment

Board effectiveness: Independent Chair with robust executive-session cadence; strong oversight of strategy, capital allocation, risk (cyber, environmental), and succession (multi‑year CEO succession process led by independent directors) .
Compensation oversight: HR Committee (of which Lenny is a member) responded to shareholder feedback—retained Free Cash Flow in AIP, shifted LTI to 3‑year cumulative goals, added relative TSR modifier, and committed to no special grants to CEO; Chair and Independent Board Chair participated in investor outreach .
Alignment & incentives: Board Chair compensation is predominantly equity (annual RSUs), enhancing alignment; director ownership guidelines enforced; anti‑hedging/pledging strengthens alignment .
Conflicts & red flags: No related‑party transactions in FY2025; independence affirmed; no poison pill; shareholder rights (proxy access, special meeting, written consent) robust—no governance red flags identified for Lenny .
Attendance & engagement: High attendance (Board average 98%), and direct engagement with shareholders by independent leadership, supporting investor confidence .