Tony Brown

About 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).