Director Refreshment
As noted in the table above, our Board represents a mix of long-tenured directors and new perspectives, insights, expertise, and experiences, with five of our director
nominees having a tenure on our Board of less than five years, and this is intentional.
The Board uses refreshment processes to enable it to evaluate the continued
alignment of the Boards membership with the needs of Conagra Brands. The Boards refreshment processes involve reviewing and modifying the skills and characteristics required for membership. The Board also enables planned refreshment
through its retirement policy, pursuant to which no director may be nominated to a new term if he or she would be over age 72 at the time of the election. In accordance with this policy, Ms. Joie Gregor, Mr. Rajive Johri, and
Mr. Craig Omtvedt have not been nominated for re-election as directors at the 2022 Annual Meeting.
Director Independence
To be considered independent, the Board must affirmatively determine that a director has no material
relationship with Conagra Brands. In making its independence determinations, the Board applies the listing standards of the New York Stock Exchange (the NYSE), and the categorical independence standards contained in our Corporate Governance
Principles. The Board considers even immaterial relationships, including transactions, relationships, and arrangements with the company, in its decision-making process to ensure a complete view of each directors independence.
The Board has determined that 11 of our 12 current directors directors Arora, Brown, Chirico, Dowdie, Gregor, Horowitz, Johri, Lenny, Lora, Marshall, and Omtvedt
have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board has also determined that 8 of our 9 nominees for director directors Arora, Brown, Chirico,
Dowdie, Horowitz, Lenny, Lora, and Marshall have no material relationships with Conagra Brands and are independent within the meaning of applicable independence standards. The Board also determined that Scott Ostfeld, who served as a director
until April 2022, had no material relationships with Conagra Brands and was independent within the meaning of applicable independence standards. Mr. Connolly is not considered to be independent due to his employment with Conagra Brands.
To take a holistic approach to its independence determinations, the Board also reviewed commercial relationships between Conagra Brands and companies on whose boards our
nominees served during fiscal 2022. The relationships with these companies involved Conagra Brands purchase or sale of products and services in the ordinary course of business on arms-length terms
in amounts and under other circumstances that did not affect the relevant directors independence under our Corporate Governance Principles or under applicable law and NYSE listing standards.
In addition to satisfying our independence standards, each member of the Audit / Finance Committee of the Board must satisfy an additional Securities and Exchange
Commission (SEC) independence requirement. This requirement provides that the member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries other than his or her directors
compensation and may not be an affiliated person of Conagra Brands. Each member of the Audit / Finance Committee satisfies this additional independence requirement.
The SEC and NYSE have also adopted heightened standards relating to the independence of members of the HR Committee. These standards require consideration of the source
of Human Resources Committee members compensation, including any consulting, advisory or other compensatory fees paid to a Human Resources Committee member, and each Human Resources Committee members affiliation with us, any of our
subsidiaries or any affiliates of our subsidiaries. Each member of the Human Resources Committee satisfies these additional independence requirements.