ISS advises Conagra shareholders to reject proposed executive pay programme

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.

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.