Tony Brown
CONAGRA BRANDSAbout Tony “Tony” K. Brown
Independent director of Conagra Brands (CAG) since October 15, 2013; age 69 as of the 2025 proxy. Brings global purchasing, supply chain, capital management and financing expertise from Ford Motor Company and other senior roles. Currently serves on the Audit/Finance and Nominating & Corporate Governance Committees. Independent under NYSE and Company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Group Vice President, Global Purchasing; prior leadership roles in Global Purchasing | 1999–2013 (GVP 2008–2013) | Led global purchasing; deep supply chain and capital management insights for board risk oversight |
| United Technologies Corporation | Senior roles (not specified) | Not specified | Operations/supply chain experience applicable to risk oversight |
| QMS, Inc. | Senior roles (not specified) | Not specified | Manufacturing/supply chain experience |
| Digital Equipment Corporation | Senior roles (not specified) | Not specified | Technology operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Director | 2013–present | Public company board experience; risk oversight perspective |
| Tower International, Inc. | Director (past) | 2014–2019 | Manufacturing and international board experience |
Board Governance
- Committee assignments: Audit/Finance (member) and Nominating & Corporate Governance (member); not a committee chair.
- Independence: Board determined Tony Brown is independent, after reviewing any commercial relationships; transactions (if any) were ordinary course at arm’s-length in amounts that did not affect independence.
- Attendance and engagement: Board held eight meetings in FY2025; combined Board/committee meetings totaled 25; current directors averaged 98% attendance and all attended at least 75% of their meetings; directors are expected to attend the annual meeting and all did in 2024.
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board and committee meeting; Board Chair leads sessions.
- Leadership: Independent Chair (Richard H. Lenny); clearly defined independent lead director role would apply if Chair and CEO were combined in future.
- Committee cadence FY2025: Audit/Finance 9 meetings; Human Resources 4; Nominating & Corporate Governance 4; Executive Committee 0.
- Audit/Finance Committee financial expertise: All members financially literate; Chirico, Lora, and Paulonis are audit committee financial experts.
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 per year | Non-employee directors other than Board Chair |
| Committee chair retainer | $25,000 (Audit Chair); $20,000 (Other Chairs) | Not applicable to Tony Brown in FY2025 (not a chair) |
| Meeting fees | None unless attendance required at >24 meetings; then $1,500 per excess meeting | Applies across directors |
| Annual equity award | RSUs valued at $180,000; one-year vesting; granted first trading day of fiscal year | 5,857 RSUs granted May 28, 2024; vested May 28, 2025 |
| Director stock ownership guideline | $525,000 (5× annual cash retainer) within 5 years; unvested RSUs count | All directors met guideline or were within 5-year period with required retention in FY2025 |
| Tony Brown – FY2025 Actual | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 105,000 |
| Stock Awards (grant-date fair value) | 174,129 |
| All Other Compensation | 0 |
| Total | 279,129 |
Performance Compensation
- Directors receive time-based RSUs (annual $180,000 value; one-year vesting) rather than performance-conditioned equity; dividend equivalents accrue and pay in stock upon vesting.
- No performance metrics are disclosed for non-employee director equity grants; RSUs are service-vested.
| Award Detail | FY2025 |
|---|---|
| RSUs Granted (All non-employee directors as of grant date) | 5,857 RSUs on May 28, 2024; vested May 28, 2025 |
| Vesting | One-year; accelerated upon death or permanent disability; prorated if no longer serving at one year |
| Dividend equivalents | Accrue and paid in stock upon vesting |
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| 3M Company | Current public company directorship | Board reviewed any commercial relationships for independence; determined ordinary-course, arm’s-length and immaterial for independence |
| Tower International, Inc. | Past public company directorship | Historical role; no current interlock; independence affirmed |
- Compensation Committee interlocks: None; no member of the HR Committee was an employee/officer; no executive officer served on another company’s board or comp committee with reciprocal relationships in FY2025.
Expertise & Qualifications
- Supply chain and purchasing leadership at Ford provides deep insight into procurement, capital management, and financing strategy; enhances board risk oversight.
- Public company board experience (3M; Tower International) strengthens governance, risk, and compliance perspectives.
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Percent of Class | Deferred Shares |
|---|---|---|---|---|
| Thomas “Tony” K. Brown | 42,650 | 0 | <1% | 0 |
- Anti-pledging/hedging: Directors and executive officers are prohibited from pledging, short sales, and hedging involving Company stock per Insider Trading Policy and Board governance best practices.
- Director ownership guideline: $525,000; met or retention policy applied in FY2025 for all directors.
Governance Assessment
- Board effectiveness: Long-tenured independent director with applicable supply chain and capital management expertise; active member of Audit/Finance and Nominating committees supporting financial oversight and board refresh/succession.
- Independence and conflicts: Board explicitly affirmed independence for Brown; related-party transaction policy in place; no related-party transactions in FY2025.
- Engagement and attendance: Strong engagement evidenced by rigorous committee cadence, executive sessions every meeting, and 98% average attendance across directors.
- Director pay alignment: Mix of modest cash retainer ($105,000) and equity RSUs ($180,000 target) supports shareholder alignment; Tony Brown’s FY2025 total $279,129.
- Shareholder sentiment context: 2024 say‑on‑pay approval ~45%; HR Committee implemented changes (retained FCF in AIP; shifted LTI to 3‑year cumulative; added relative TSR modifier) and reaffirmed no repeat of special grants—signals responsiveness and improved alignment.
Overall, Tony Brown’s independent status, committee roles in Audit/Finance and Nominating, and strong board attendance support investor confidence; no related-party exposure or pledging/hedging risks are disclosed.
RED FLAGS: None disclosed for Tony Brown in FY2025 (no related-party transactions; no pledging/hedging; no low attendance; no delinquent Section 16 filings).