Ruth Ann Marshall

About Ruth Ann Marshall

Ruth Ann Marshall serves as an independent director of Conagra Brands (CAG), first elected on May 23, 2007, and is age 71 as of the 2025 proxy . She is Chair of the Human Resources (Compensation) Committee and sits on the Executive and Nominating & Corporate Governance Committees; the Board has affirmatively determined she is independent under NYSE and company standards . Her core credentials include senior leadership at MasterCard as President of North America and President of the Americas, and at Concord EFS as Senior EVP, bringing capital management, technology, and market-facing expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
MasterCard International, Inc.	President, MasterCard North America	1999–2004	Grew payments technology business; product development and international expansion
MasterCard International, Inc.	President of the Americas	2004–2006	Oversaw regional strategy, customer service, account management
Concord EFS, Inc.	Senior Executive Vice President	1995–1999	Senior operating leadership in payments

External Roles

Company	Role	Tenure	Committee Positions / Notes
Regions Financial Corporation	Director; Lead Independent Director	2011–present; Lead Independent Director since 2024	Lead Independent Director role indicates governance leadership
Global Payments, Inc.	Director	2006–2025 (past public board as of 2025 proxy)	Oversight experience in payments sector

Board Governance

Committee assignments: Human Resources Committee (Chair); Executive Committee (member); Nominating & Corporate Governance Committee (member). Audit/Finance Committee chaired by Melissa Lora in FY2025, with planned leadership transition (Lora to chair Nominating; Paulonis to chair Audit) post-2025 meeting .
Independence: Determined independent; all HR Committee members meet heightened independence standards; Board maintains 100% independent standing committees .
Attendance and engagement: Board met 8 times in FY2025; Board and committees held 25 meetings; each director attended ≥75% of applicable meetings; combined average attendance 98%; directors meet in executive session at every regular meeting .
HR Committee remit (chaired by Marshall): executive and director pay design/approval, succession planning, clawback oversight, use of independent consultant FW Cook .
Shareholder alignment: HR Committee led responsiveness post lower say‑on‑pay support in 2024; introduced 3‑year cumulative LTI goals, relative TSR modifier; retained Free Cash Flow in AIP; committed to no additional special grants to CEO .

Fixed Compensation

Component	FY2024	FY2025
Annual cash retainer ($)	$105,000	$105,000
Committee chair retainer ($)	$20,000 (HR chair)	$20,000 (HR chair)
Meeting fees ($)	None unless >24 combined meetings; $1,500 per excess meeting	None unless >24 combined meetings; $1,500 per excess meeting
Annual RSU grant (target $)	$180,000; 4,871 RSUs granted 5/30/2023; 1‑year vest; dividend equivalents in stock	$180,000; 5,857 RSUs granted 5/28/2024; vested 5/28/2025; dividend equivalents in stock
Matching gifts ($)	Up to $10,000 per year	Up to $10,000 per year
Deferred compensation plan	Available to defer cash/stock; no above‑market earnings	Available to defer cash/stock; no above‑market earnings
Stock ownership guideline	$525,000 (5x cash retainer); 5 years to comply; retention until met	$525,000 (5x cash retainer); 5 years to comply; retention until met

Director Actual Compensation	FY2024	FY2025
Fees earned or paid in cash ($)	$125,000	$125,000
Stock awards grant date fair value ($)	$167,027	$174,129
All other compensation ($)	$5,000	$10,000
Total ($)	$297,027	$309,129

Performance Compensation

Conagra’s executive pay program—overseen by the HR Committee chaired by Marshall—utilizes performance metrics to align pay with results.

FY2025 Annual Incentive Plan (Company metrics)	Target ($mm)	Results ($mm)	Payout (% of Target)
Adjusted Operating Profit (50%)	$1,893	$1,636	33.4%
Adjusted Net Sales (25%)	$12,084	$11,650	54.6%
Adjusted Free Cash Flow (25%)	$1,001	$1,159	176.0%
Calculated AIP payout	—	—	74.3%

Long‑Term Incentive Performance Shares (FY2023–FY2025 cycle)	Metric	Target	Result	Payout (% of Target)
Fiscal 2023	Adjusted EPS (70%)	$2.27	$2.45	171.2%
Fiscal 2023	Adjusted Net Sales (30%)	$12,055	$12,277	—
Fiscal 2024	Adjusted EPS (70%)	$2.59	$2.41	23.4%
Fiscal 2024	Adjusted Net Sales (30%)	$12,461	$12,051	—
Fiscal 2025	Adjusted EPS (70%)	$2.55	$2.02	15.8%
Fiscal 2025	Adjusted Net Sales (30%)	$12,232	$11,650	—
Aggregate payout	—	—	—	70.1%

Program changes adopted in FY2025: 3‑year cumulative LTI goals (Adjusted EPS 70%, Adjusted Net Sales 30%); ±10% relative TSR modifier vs food peers (General Mills, J.M. Smucker, Kraft Heinz, Campbell Soup, Kellanova) .

Other Directorships & Interlocks

Company	Sector	Overlap/Interlock Note
Regions Financial Corporation	Banking	Governance interlock; Board reviewed commercial relationships and found any such relationships were ordinary course, arm’s‑length, not affecting independence .
Global Payments, Inc. (past)	Payments	Past board service concluded by 2025 proxy; no related‑party transactions with Conagra in FY2025 .

Expertise & Qualifications

Senior payments executive: marketing, customer service, account management; capital management and technology expertise from MasterCard and Concord EFS .
Public company governance leadership: Lead Independent Director at Regions Financial; extensive director experience; independence affirmed .
Compensation oversight: As HR Committee Chair, led program redesign (LTI cumulative goals, TSR modifier) and commitment to avoid special grants; sustained pay‑for‑performance discipline .

Equity Ownership

Ownership (as of record dates)	FY2024 (July 25, 2024)	FY2025 (July 23, 2025)
Shares of common stock owned (#)	3,689	3,848 (held indirectly via trust)
Right to acquire within 60 days (#)	—	—
Percent of class (%)	<1%	<1%
Deferred shares (Director deferral plan units) (#)	163,146	182,933
RSUs outstanding at FY year‑end (director program) (#)	5,051; vest 5/30/2024	6,081; vested 5/28/2025

Policies: Directors prohibited from pledging, short sales, or hedging of company stock; clawback policy refreshed in FY2024 for mandatory recoupment on restatement and discretionary recoupment in other circumstances . No related‑party transactions arose in FY2025 . Director ownership guidelines $525,000 value and retention until met; all directors met or were within 5‑year window and followed retention .

Fixed Compensation (Structure Recap)

Annual cash retainer $105,000; HR Committee chair retainer $20,000; meeting fees only beyond 24 combined sessions .
Annual director RSUs with one‑year vest at $180,000 target value; dividend equivalents accrue and pay in stock upon vesting .
Matching gifts up to $10,000; nonqualified deferral available without preferential earnings .

Say‑on‑Pay & Shareholder Feedback

2025 Annual Meeting Vote (Item 2)	For	Against	Abstain	Broker Non‑Votes
Advisory vote on NEO compensation	321,898,549	40,919,490	1,374,667	54,529,577

Company disclosure states shareholders did not approve the advisory vote; HR Committee (chaired by Marshall) led responsiveness including LTI design changes and reaffirmed commitments on special grants .

Compensation Peer Group (for benchmarking)

Campbell Soup; Church & Dwight; Clorox; Colgate‑Palmolive; General Mills; Hershey; Hormel; J.M. Smucker; Kellanova; Keurig Dr Pepper; Kimberly‑Clark; Kraft Heinz; McCormick; Mondelēz; Newell Brands; Post Holdings .

Governance Assessment

Strengths: Long tenure with independent status; chairs HR Committee with documented shareholder‑responsive changes (LTI cumulative goals; TSR modifier; retention of FCF metric); robust attendance and engagement; strong anti‑hedging/pledging and clawback policies; no related‑party transactions in FY2025 .
Alignment: Director compensation mix weighted to equity (annual RSUs), stock ownership guidelines and retention policy; meaningful personal ownership and deferred share accumulation .
Potential red flags: 2025 say‑on‑pay not approved (company disclosure), indicating investor dissatisfaction with recent pay decisions; HR Committee’s commitments mitigate future risk (no additional special CEO grants; LTI design strengthened) .
Conflicts: Board’s independence review found any commercial relationships with companies linked to nominees (including Marshall’s external boards) were arm’s‑length and did not affect independence; no related‑party transactions in FY2025 .