ISS advises Conagra shareholders to reject proposed executive pay programme

LONDON, Sept 7 (Reuters) - Proxy adviser ‌ISS has ​urged Conagra ​Brands' shareholders to vote against proposed changes to the U.S. packaged food maker's executive compensation programme.

ISS cited concerns about declining financial ‌performance and a lack of clarity around targets.

Conagra, owner of ⁠brands including Hunt's ketchup, Slim Jim meat sticks and Swiss Miss hot cocoa, halved its ‌annual dividend in July and ‌is reviewing its non-core assets under new CEO John Brase after issuing a weak profit outlook.

Here are some details:

• ISS said that CEO pay ​increased as financial performance declined for the year in review.

• CEO Brase's compensation package includes a $1.15 million base salary, an annual incentive target opportunity ⁠equal to 150% of his eligible base salary, and $7.3 million in annual long-term incentives, consisting of 60% ​performance shares and 40% restricted stock units (RSUs), Conagra said in a proxy statement on August 11.

• ISS said short-term target ​goals were set well below the previous year's ‌achievement levels for the second year running, "with no clear rationale disclosed in the proxy for the target setting".

• ISS ⁠noted that the underlying number of shares for the CEO's long-term incentive award increased substantially, as a result of the company's negative stock price trajectory, a practice it said ⁠could insulate executives from poor stock price performance.

• Conagra did not immediately respond to a ​request for comment on Monday.

• ISS noted positive aspects of the pay programme, including short and long-term incentives being based mainly on objective goals. John Mulligan, chair of Conagra's ‌human resources committee, highlighted in Conagra's proxy statement on August 11 that around 90% of Brase's total direct compensation ‌is tied to company performance and long-term shareholder value creation.

• Conagra shareholders have rejected ⁠executive pay packages in recent ‌years and Mulligan said ​on August 11 that shareholder engagement was a priority.

• Conagra's AGM is scheduled for September 23.

(Reporting by Alexander Marrow; Editing by ‌Susan Fenton)

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