Why did ISS recommend that Conagra shareholders vote against the proposed executive pay programme?

ISS recommended rejecting the proposal due to declining financial performance alongside rising CEO pay, lack of clarity around short-term incentive targets—which were set well below prior-year achievement levels for the second consecutive year without disclosed rationale—and concerns that the CEO’s long-term incentive award structure (with a substantially increased share count due to falling stock price) could insulate executives from poor stock price performance.

What are the key components of CEO John Brase’s compensation package as disclosed in Conagra’s August 11 proxy statement?

CEO John Brase’s compensation package includes a $1.15 million base salary, an annual incentive target opportunity equal to 150% of his base salary, and $7.3 million in annual long-term incentives—comprising 60% performance shares and 40% restricted stock units (RSUs).

ISS advises Conagra shareholders to reject proposed executive pay programme

Sep 7, 2026

ISS advised Conagra Brands shareholders to reject executive pay changes due to poor financial performance and unclear targets. The food company recently halved its dividend and is reviewing assets under new CEO John Brase.

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ISS advises Conagra shareholders to reject proposed executive pay programme

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