DEF 14A of Lamb Weston Holdings, Inc., Aug 8, 2023

DEF 14A of Lamb Weston Holdings, Inc.

Filed Aug 8, 2023 · FY20230001104659-23-088637

Open on EDGAR

  1. Who May Vote

    | | Page | | Non-Qualified Deferred Compensation—Fiscal 2023 | 60 | | Potential Payments Upon Termination or Change of Control | 61 | | CEO Pay Ratio | 67 | | Pay Versus Performance Disclosure—Fiscal 2023 | 68 | | INFORMATION ON STOCK OWNERSHIP | 71 | | OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING | 73 | | PROCEDURAL MATTERS AND FREQUENTLY ASKED QUESTIONS | 73 | | 2024 ANNUAL MEETING OF STOCKHOLDERS | 77 | | Stockholder Proposals for Possible Inclusion in the Company’s 2024 Proxy Statement | 77 | | Other Proposals and Nominations for the 2024 Annual Meeting | 77 | | Universal Proxy Rules for Director Nominations | 77 | | APPENDIX A – RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO REPORTED AMOUNTS | A-1 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The table below provides summary information about each director nominee as of July 31, 2023.

  3. BOARD OF DIRECTORS

    | Name | Age | Director Since | Occupation and Experience | Independent | Audit & Finance | Comp & HC | N&CG | | Peter J. Bensen | 61 | 2017 | President, Bensen LLC | Yes | X | | | | Charles A. Blixt | 71 | 2016 | Principal, C&D Ventures | Yes | | X | Chair | | Robert J. Coviello | 55 | 2020 | Chief Sustainability Officer and Government Affairs, Bunge Limited | Yes | | X | X | | Rita Fisher | 53 | 2023 | Chief Information Officer and EVP, Supply Chain, Reynolds Consumer Products Inc. | Yes | X | | | | André J. Hawaux | 62 | 2017 | Former EVP and Chief Operating Officer, DICK’S Sporting Goods, Inc. | Yes | X | | | | W.G. Jurgensen (Chairman) | 71 | 2016 | Former Chief Executive Officer and Director, Nationwide Financial Services, Inc. | Yes | | | | | Thomas P. Maurer | 72 | 2016 | Former Partner, Ernst & Young, LLP | Yes | Chair | | | | Hala G. Moddelmog | 67 | 2017 | President and Chief Executive Officer, Woodruff Arts Center | Yes | | X | X | | Robert A. Niblock | 60 | 2020 | Former Chairman of the Board, President and Chief Executive Officer, Lowe’s Companies, Inc. | Yes | X | | | | Maria Renna Sharpe | 64 | 2016 | Managing Principal, Sharpe Human Solutions, LLC | Yes | | Chair | X | | Thomas P. Werner | 57 | 2016 | President and Chief Executive Officer, Lamb Weston | No | | | |

  4. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  5. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We use a combination of cash and equity-based incentive compensation to attract and retain highly qualified non-employee directors who will best represent our stockholders’ interests. With its independent compensation consultant’s assistance, the Compensation Committee annually benchmarks director compensation against an industry peer group and general industry data and considers the appropriateness of the form and amount of director compensation and the time commitment and skill level required to serve on the Board. The Compensation Committee recommends the non-employee director compensation program to the full Board for approval. In addition, our 2016 Stock Plan limits the maximum fair market value of stock awards to be granted to a non-employee director, taken together with any cash fees payable to him or her, at $600,000 in any fiscal year. All stock awards made in fiscal 2023 to non-employee directors were significantly below this amount. See “—2023 Non-Employee Director Compensation Table” below for specific values. A Lamb Weston employee who also serves as a director does not receive any additional compensation for serving as a director. Currently, Thomas Werner, our President and Chief Executive Officer, is the only director who is an employee. Compensation information for Mr. Werner is included under “Compensation Discussion and Analysis” and “Executive Compensation Tables” in this Proxy Statement.

  6. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The table below presents information regarding the compensation and stock awards that we have paid or granted to our non-employee directors during fiscal 2023.

  7. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Peter J. Bensen | 100,000 | 154,953 | — | 254,953 | | Charles A. Blixt | 115,000 | 154,953 | — | 269,953 | | Robert J. Coviello | 100,000 | 154,953 | — | 254,953 | | Rita Fisher(3) | — | — | — | — | | André J. Hawaux | 100,000 | 154,953 | — | 254,953 | | W.G. Jurgensen | 153,984 | 304,947(4) | — | 458,931 | | Thomas P. Maurer | 125,000 | 154,953 | — | 279,953 | | Hala G. Moddelmog | 100,000 | 154,953 | — | 254,953 | | Robert A. Niblock | 100,000 | 154,953 | — | 254,953 | | Maria Renna Sharpe | 120,000 | 154,953 | — | 274,953 |

  8. 2023 Non-Employee Director Compensation Table

    (1) Includes all retainer fees paid or deferred pursuant to the Lamb Weston Directors’ Deferred Compensation Plan. (2) The amounts shown in this column represent the full grant date fair value of the stock options and RSU awards granted in fiscal 2023 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Lamb Weston shares on the grant date. The following table shows the aggregate number of outstanding stock options and RSUs held by each non-employee director as of fiscal year-end, May 28, 2023:

  9. 2023 Non-Employee Director Compensation Table

    | Name | Outstanding RSUs(a) (#) | Outstanding Stock Options (#) | | Peter J. Bensen | 1,883 | | | Charles A. Blixt | 1,883 | | | Robert J. Coviello | 1,883 | | | André J. Hawaux | 1,883 | | | W.G. Jurgensen | 1,883 | 5,128 | | Thomas P. Maurer | 1,883 | | | Hala G. Moddelmog | 1,883 | | | Robert A. Niblock | 1,883 | | | Maria Renna Sharpe | 1,883 | |

  10. 2023 Non-Employee Director Compensation Table

    (a) Includes additional RSUs accrued through a dividend reinvestment feature. (3) Ms. Fisher joined the Board in fiscal 2024. The Chairman retainer is paid in the form of stock options, granted at the same time as the directors’ annual stock award.

  11. Fiscal 2023 Compensation Highlights

    As part of the independent directors’ deliberations, they considered the contributions and active roles Mr. Werner and the other NEOs played, and continue to play, in the Company’s journey in building a sustainable, long-term growth company. Since our spin-off from Conagra in 2016, Mr. Werner and our other NEOs have had a strong performance record of year-over-year growth until the COVID-19 pandemic and subsequent extreme summer heat in 2022 impacting our potato crops in the Pacific Northwest. And, during these unprecedented challenges, Mr. Werner and our other NEOs took actions to mitigate stockholder losses. Many of these actions, while challenging, have strengthened the Company and positioned it for an even greater long-term growth potential. These one-time awards are designed to ensure that these executives’ interests are strongly aligned with those of our stockholders, and the Compensation Committee believes our NEOs are critical to the Company’s long-term success. Mr. Werner’s leadership and vision are at the core of our significantly improved performance, and the Committee believes it is his continued commitment to driving sustainable long-term growth and investing in our people, global supply chain infrastructure and products that will drive our success as we move into the future. In light of this track record of success, other consumer packaged goods companies have attempted to recruit members of our executive team. With this awareness, the independent members of the Board considered the potential for disruption to Lamb Weston and its business, as well as the impact on stockholder value, if Mr. Werner or other NEOs were to leave the organization during this critical time. The independent directors determined that it was in the best interests of Lamb Weston and its stockholders to retain him and our other NEOs. Moreover, fiscal 2023 was an extraordinarily transformative year for the Company. We increased our ownership interest in an Argentina joint venture from 50% to 90%, completed the acquisition of the remaining ownership interest in our European joint venture and announced a new capital expansion project in Argentina, while also continuing significant expansion projects in China and the United States and designing a new enterprise resource planning system. We also communicated changes in roles and responsibilities for our executive leadership team, which are designed to further facilitate greater agility and long-term, sustainable growth potential. Maintaining continuity of leadership is critical to the success of these transformative initiatives and to the creation of long-term value for our stockholders. As shared in last year’s proxy statement, these special performance-based equity awards are intended to be a one-time event. Further, when setting NEO target compensation for fiscal 2024, the Committee took the special equity awards into consideration when comparing NEO compensation against the median compensation benchmarks. The Committee intends to continue this practice when setting target compensation for fiscal 2025.

  12. Our Executive Compensation Practices

    | What We Do | | | ✓ | Rely on a mix of financial goals to prevent over-emphasis on any single metric. | | ✓ | Place a significant portion of pay at risk. | | ✓ | Require stock ownership and share retention requirements for our executive officers and non-employee directors. | | ✓ | Require both a change of control and termination of employment for accelerated equity vesting to occur in connection with a change of control (i.e., double-trigger). | | ✓ | Maintain a clawback policy that requires the forfeiture or recoupment of awards for our executive officers under our incentive plans in the event of detrimental conduct by the executive officer or a material restatement of our financial statements resulting from the fraudulent or dishonest actions of the executive officer. | | ✓ | Use a range of strong processes and controls, including Compensation Committee and Board oversight, in our compensation practices. | | ✓ | Use an independent compensation consultant who performs no other work for the Company. | | ✓ | Pay incentive compensation to our NEOs only after our financial results are complete and the Compensation Committee has certified our performance results. |

  13. Our Executive Compensation Practices

    | What We Don’t Do | | | × | No director or executive officer may pledge or hedge ownership of our stock. | | × | No individual employment agreements or severance agreements with our executive officers. | | × | No re-pricing of options without stockholder approval and no backdating of options. | | × | No change of control agreements have excise tax “gross-up” protection. | | × | No compensation programs that encourage unreasonable risk taking will be implemented. | | × | No member of management is involved in decisions regarding their own compensation. |

  14. Fiscal 2023 Executive Compensation

    | CEO | | Fiscal 2023 Total Compensation at Target Pay Mix (excluding one-time performance-based equity award) |

  15. Fiscal 2023 Executive Compensation

    | NEOs (Excluding CEO) | | Average Fiscal 2023 Total Compensation at Target Pay Mix (excluding one-time performance-based equity awards) |

  16. Fiscal 2023 Executive Compensation

    In addition to the regular, ongoing core structure described above, in fiscal 2023, the Compensation Committee granted one-time special performance-based equity awards to each of our NEOs as part of the Board’s executive retention and incentive program. Such awards are intended to further incentivize management to enhance stockholder value over the long-term and to retain our NEOs amidst significant and transformational organizational changes. For more information regarding the Compensation Committee’s decision to grant these awards, see the “—Overview—Fiscal 2023 Compensation Highlights” section above and “—One-time Special Performance-Based Equity Awards” below. This one-time incentive will not be recurring and consisted of the following key components:

  17. Fiscal 2023 Executive Compensation

    | Element | Description of Element (e.g., Fixed or Variable) | Objective | | One-time Special Performance-Based Equity Awards | Performance-based and at-risk equity compensation • Delivered in the form of leveraged performance units (“LPUs”) and stock options • LPUs represent 50% of the one-time opportunity ◦ Three-year performance period ◦ Number of shares received will range from 0% to 300% of the target units granted based on fiscal 2023-2025 Company performance against pre-established stockholder return metrics • Stock options represent 50% of the one-time opportunity ◦ Seven-year term where the stock options vest ratably 33%, 33% and 34% on each of the 1st, 2nd and 3rd grant date anniversaries, respectively | • Payout of LPUs determined based on achievement of long-term, rigorous “stretch” stockholder-return metrics requiring significant over-performance • Share-based awards are intended to align the interests of NEOs and stockholders • Stock option compensation for executives directly linked to positive stockholder value creation |

  18. Annual Cash Incentive Compensation (Annual Incentive Plan)

    Annual Cash Incentive Compensation (Annual Incentive Plan) All NEOs participated in our fiscal 2023 AIP, which aligns annual cash compensation with achievement of the financial goals shown below. For fiscal 2023, the Compensation Committee approved three annual incentive financial measures for alignment with the Company’s annual financial objectives: net sales, Adjusted EBITDA including unconsolidated joint ventures and Adjusted Gross Margin Percentage. The Compensation Committee believes net sales and Adjusted EBITDA including unconsolidated joint ventures have historically provided, and will continue to provide, a balanced overall incentive to driving achievement of the Company’s strategic objectives. Although our third financial metric had historically been cash flow from operating activities, the Compensation Committee felt strongly that for fiscal 2023 a gross margin metric, specifically Adjusted Gross Margin Percentage, would be better aligned with stockholders’ interests in driving margin expansion back to pre-pandemic levels. The Compensation Committee believes all NEOs participating in the AIP should be tied to the same metrics and financial targets to promote a focused view on overall Company results. Appendix A to this Proxy Statement provides a reconciliation of Adjusted EBITDA including unconsolidated joint ventures and Adjusted Gross Margin Percentage, non-GAAP financial measures, to net income and gross profit, respectively.

  19. Fiscal 2023 Annual Incentive Plan Award Opportunity and Results

    Fiscal 2023 Annual Incentive Plan Award Opportunity and Results

  20. Fiscal 2023 Annual Incentive Plan Award Opportunity and Results

    | Financial Metric (dollars in millions) | Weight | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | Adjusted Results | Approved Payout % | | Net sales | 25% | $4,770 | $4,892 | $5,039 | $5,351 | 200% | | Adjusted Gross Margin Percentage | 25% | 20.9% | 22.7% | 25.0% | 27.9% | 200% | | Adjusted EBITDA including unconsolidated joint ventures | 50% | $829 | $901 | $991 | $1,242 | 200% |

  21. Final Approved Payout as a Percentage of Target Award Opportunity: 200%

    Final Approved Payout as a Percentage of Target Award Opportunity: 200% As described above under “—Overview—Fiscal 2023 Compensation Highlights,” the Compensation Committee established rigorous financial metric targets based on the best business information and forecasts available to the Company at the beginning of fiscal 2023, during a challenging inflationary operating environment. To address greater confidence and certainty in the post pandemic market, the Compensation Committee, as previously disclosed, ended the temporarily broadened range of minimum and maximum performance goal levels for each of the financial targets it had made under the fiscal 2021 and fiscal 2022 incentive plans and returned to the pre-pandemic narrower range of minimum and maximum performance goal levels for each of the financial targets for the fiscal 2023 incentive plans. Specifically, the Compensation Committee (i) increased the minimum performance level from 95% to 97.5% of the target performance goal and lowered the maximum performance level from 105% to 103% of the target performance goal for net sales; (ii) increased the minimum performance level from 80% to 92% of the target performance goal and lowered the maximum performance level from 120% to 110% of the target performance goal for Adjusted EBITDA including unconsolidated joint ventures. After taking into account reported results for the full fiscal 2023 year and before the adjustments to remove the impact of mark-to-market gains and losses which are outside the Company’s ability to control, we achieved net sales of $5.351 billion, versus a full year target of $4.892 billion; Adjusted Gross Margin Percentage of 27.6%, versus a full year target of 22.7%; and Adjusted EBITDA including unconsolidated joint ventures of $1,226 million, versus a full year target of $901 million, for AIP award payout purposes. After (i) completing a qualitative review to validate performance achieved accurately reflected underlying business performance, including recognition of having the highest one-year TSR performance relative to peer companies, (ii) acknowledging the actions members of management took to mitigate high input cost inflation to expand margins back to pre-pandemic levels, and (iii) adjusting to remove the impact of mark-to-market gains and losses, the Compensation Committee approved the payout percentage at 200%, the maximum allowed under the AIP. The results for the financial metrics are shown in the “Fiscal 2023 Annual Incentive Plan Award Opportunity and Results” table above. The adjustments noted above to remove the impact of mark-to-market gains and losses, merger and acquisition costs and impact on overall full year fiscal performance results are consistent with pre-defined allowable adjustments the Compensation Committee introduced with the fiscal 2023 incentive plan decisions. Both our AIP and LTIP are generally designed to incentivize management and other employees by tying payout to specific Company performance results, including by use of the following metrics in fiscal 2023: (i) Adjusted EBITDA including unconsolidated joint ventures, (ii) Adjusted Gross Margin Percentage and (iii) net sales. However, in order to be consistent with the Company’s public filings, account for material unplanned events and prevent unusual gains and losses from significantly impacting incentive payouts, either negatively or positively, in a way that is not indicative of underlying business performance, the Compensation Committee approved certain pre-determined adjustments with respect to the three performance measures listed above. These adjustments include, but are not limited to, the following types of unplanned events: • restructuring charges • expenses associated with M&A and integration related activities • material changes in business, operations, corporate or capital structure • impairments on intangible assets • results of discontinued operations • foreign exchange or hedge-related gains and losses • non-operating/non-cash gains and losses • litigation or claim adjudication, judgments, or settlements • adjustments to prior tax year liabilities • cumulative effects of accounting charges • extraordinary, unforeseeable events, such as natural disasters or the impact of social or political unrest outside of management’s control The Compensation Committee believes approval of these types of adjustments will allow our management and other employees to focus on the fundamentals of the Company’s underlying business performance without concern about the potential impact of unplanned or unusual gains or losses on incentive award payouts. In July 2022, for fiscal 2023, the Compensation Committee left the target AIP award opportunity for each of our NEOs unchanged from fiscal 2022 in recognition of the additional value potentially realizable under the one-time special performance-based equity awards. The target award opportunity and earned amounts after the adjustments described above under our fiscal 2023 AIP for our NEOs are shown in the table below.

  22. Final Approved Payout as a Percentage of Target Award Opportunity: 200%

    | NEO | AIP Target as % of Salary | Fiscal 2023 AIP Target Award | Fiscal 2023 AIP Payout % | | Thomas P. Werner | 150% of salary | $1,650,000 | 200% | | Bernadette M. Madarieta | 100% of salary | $570,000 | 200% | | Michael J. Smith | 100% of salary | $675,000 | 200% | | Sharon L. Miller | 100% of salary | $580,000 | 200% | | Steven J. Younes(1) | 70% of salary | $297,500 | 200% |

  23. Final Approved Payout as a Percentage of Target Award Opportunity: 200%

    (1) Mr. Younes’s AIP target was established in connection with him joining the Company as Chief Human Resource Officer effective January 17, 2022.

  24. Long-Term Incentive Compensation (Long-Term Incentive Plan)

    Long-Term Incentive Compensation (Long-Term Incentive Plan) The Compensation Committee believes in aligning our NEOs’ interests with those of our stockholders. The significant extent to which equity was included in our NEOs’ compensation opportunities evidences this belief. All NEOs participated in our fiscal 2023 LTIP, our regular long-term incentive plan, which aligns long-term compensation with the achievement of pre-determined financial goals. For fiscal 2023, 60% of the long-term program was comprised of PSAs with a 3-year performance period for all NEOs to further support a pay-for-performance culture and alignment with long-term stockholder value creation. For all NEOs, the regular fiscal 2023 LTIP awards were comprised of a mix of PSAs and RSUs, with a heavier emphasis placed on PSAs as shown in the chart below. Restricted Stock Units. RSUs are designed to provide an incentive for executive officers to enhance stockholder value. All of the NEOs’ RSUs granted in fiscal 2023 will vest ratably, 33%, 33% and 34% on the first, second and third anniversaries of the date of grant, respectively. Dividend equivalents are accrued on the RSUs at the regular dividend rate in additional RSUs and are subject to the same time-vesting restrictions as the underlying RSUs. Performance Share Awards. In fiscal 2023, as previously disclosed, we returned to a three-year performance period for our financial metrics for the PSAs granted to our NEOs. The fiscal 2023 PSAs are equally weighted between relative TSR performance against the S&P 500 Packaged Foods and Meats companies (“TSR Peer Group”) and three-year compounded annual growth (“CAGR”) targets for Adjusted EBITDA including unconsolidated joint ventures and are designed to represent an opportunity to earn a defined number of shares of our common stock if we achieve pre-set three-year performance targets. At the beginning of the three-year performance period, the threshold, target and maximum relative TSR and Adjusted EBITDA CAGR performance targets are set by the Compensation Committee for the entire three-year performance period. The threshold, target and maximum relative TSR performance for the three-year performance period is determined as a percentile rank within the TSR Peer Group. The threshold, target and maximum Adjusted EBITDA CAGR growth goal for each of the three years in the performance period is determined as a percentage increase or decrease over the actual results from the prior year. As a result, achieving the three-year Adjusted EBITDA CAGR goal levels during the second and third year of the performance period requires sustained growth over the three-year period. Achievement is measured in annual sub-periods by comparing year-over-year growth against the three-year CAGR targets, and then the average achievement across the three-year performance period is used in determining the number of PSAs earned under the Adjusted EBITDA CAGR performance metric. Dividend equivalents are accrued for both the relative TSR and Adjusted EBITDA CAGR performance metrics on the portion of the performance shares actually earned at the regular dividend rate in additional performance shares and are subject to the same time and performance vesting restrictions as the underlying PSAs. The three-year relative TSR and three-year CAGR targets are intended to be challenging and appropriately incentivize management to continue to grow Adjusted EBITDA and align award achievement with the Company’s TSR performance relative to our peers. Targets are set based on the proposed business plan, and a rigorous process is undertaken to determine the range of performance for each measure. The Compensation Committee relies upon its experience and business judgment in establishing goals and believes they are set at levels that require strong performance for a target payout and exceptional performance for maximum payout. We do not disclose the forward-looking three-year performance targets for our PSAs as the disclosure could result in competitive harm and be detrimental to our operating performance. However, at the completion of the three-year performance period, we intend to retrospectively disclose the performance targets and payouts for the PSAs. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies The below list reflects the companies in the S&P 500 Packaged Foods and Meats index as of May 28, 2023

  25. Long-Term Incentive Compensation (Long-Term Incentive Plan)

    | • Campbell Soup Company • Conagra Brands, Inc. • General Mills, Inc. • Hormel Foods Corporation | • Kellogg Company • McCormick & Company, Incorporated • Mondelez International, Inc. • The Hershey Company | • The J. M. Smucker Company • The Kraft Heinz Company • Tyson Foods, Inc. |

  26. Long-Term Incentive Compensation (Long-Term Incentive Plan)

    For fiscal year 2023, consistent with the decisions on base salary and AIP award opportunity in recognition of the potential value realizable under the one-time special performance-based equity awards, the Compensation Committee decided in July 2022 to leave the target LTIP compensation opportunities unchanged for each of our NEOs from fiscal 2022 for the regular, recurring LTIP structure. The target LTIP compensation opportunity and the target number of annual RSUs and PSAs granted to our current NEOs during fiscal 2023 under the regular, recurring LTIP structure are shown below.

  27. Long-Term Incentive Compensation (Long-Term Incentive Plan)

    | Named Executive Officer | Fiscal 2023 LTIP Target | Award Type | Fiscal 2023 Target | Fiscal 2023 Target Units | | Thomas P. Werner | $5,250,000 | PSA | $3,150,000 | 33,009 | | | | RSU | $2,100,000 | 26,362 | | Bernadette M. Madarieta | $1,140,000 | PSA | $684,000 | 7,167 | | | | RSU | $456,000 | 5,724 | | Michael J. Smith | $1,350,000 | PSA | $810,000 | 8,488 | | | | RSU | $540,000 | 6,778 | | Sharon L. Miller | $1,160,000 | PSA | $696,000 | 7,293 | | | | RSU | $464,000 | 5,824 | | Steven J. Younes(1) | $600,000 | PSA | $360,000 | 3,771 | | | | RSU | $240,000 | 3,012 |

  28. Long-Term Incentive Compensation (Long-Term Incentive Plan)

    (1) Mr. Younes’s LTIP target was established in connection with him joining the Company as Chief Human Resource Officer effective January 17, 2022.

  29. One-time Special Performance-Based Equity Awards

    One-time Special Performance-Based Equity Awards As previously disclosed in our Current Report on Form 8-K and 2022 proxy statement filed with the SEC on July 26, 2022 and August 9, 2022, respectively, and described above under “—Overview—Fiscal 2023 Compensation Highlights,” the Compensation Committee approved one-time equity awards of performance-based units and stock options to certain executive officers of the Company, including the Company’s NEOs, as part of the Board’s executive retention program and to further incentivize management to enhance stockholder value over the long-term. In consideration of these factors, the Board approved these one-time performance-based equity and stock option grants, intending to strike an appropriate balance between providing a meaningful long-term retention incentive for our NEOs and providing rigorous performance thresholds to drive long-term value creation for stockholders. These one-time awards are not part of the regular target executive compensation program and will not be awarded on a regularly recurring basis. The tables below outline the design of these one-time equity awards, including details on the performance required to realize compensation by our NEOs, and the target award values for the awards granted to our current NEOs. The target award values for each NEO was distributed equally between a one-time stock option grant and a one-time LPU grant. Our NEOs will realize compensation from the LPUs only to the extent our stock price increases by the end of a 3-year performance period, thereby directly incentivizing enhancing stockholder value.

  30. One-time Special Performance-Based Equity Awards

    | Design Element | 50% Stock Options | 50% Leveraged Performance Units (LPUs) | | Award Description | • Traditional stock options with exercise price equal to our closing stock price on the grant date | • Performance share award tied to stock price appreciation with higher leverage than our normal PSAs in the regular LTIP. As explained below, NEOs can earn up to 300% of target shares for realizing stock price appreciation and value creation for stockholders | | Performance Based Vesting | • The Compensation Committee believes stock options are performance based, because NEOs only realize value if our stock price increases • Stock options vest and become exercisable in annual tranches, with 1/3 of the stock options vesting on each grant date anniversary | • Performance-based vesting tied to stock price appreciation. The percentage of LPUs that vest, if stock price performance falls between the Minimum and Max thresholds above, will be linearly interpolated • Stock price appreciation will be based on the difference between the closing price of Lamb Weston common stock on the LPU date of grant and the 20 trading-day average closing price of Lamb Weston common stock on and including the last trading day in the Company’s 2025 fiscal year • The market value realized upon vesting after the 3-year performance period, pending certification of results by the Compensation Committee, is capped at 8x the original target dollar value of the award | | Performance Period | • These stock options have a 7-year term from the grant date, after which the stock options will automatically expire and no longer be exercisable | • Start of fiscal 2023 through end of fiscal 2025 (i.e., 3 years) | | Form of Settlement | • Upon exercise, shares of Lamb Weston common stock will be issued from the Lamb Weston Holdings, Inc. 2016 Stock Plan (the “2016 Plan”), in an amount equal to the number of stock options exercised | • Any amounts earned under these LPUs are settled 100% in shares of Lamb Weston common stock that will be delivered from the 2016 Plan at the end of the 3-year performance period, pending performance certification by the Compensation Committee at its first regularly scheduled meeting following the end of the performance period |

  31. One-time Special Performance-Based Equity Awards

    | Named Executive Officer | One-time Equity Award Grant Date Target Value | 50% Delivered in Stock Options | 50% Delivered in LPUs | | Thomas P. Werner | $10,500,000 | $5,250,000 | $5,250,000 | | Bernadette M. Madarieta | $2,280,000 | $1,140,000 | $1,140,000 | | Michael J. Smith | $2,700,000 | $1,350,000 | $1,350,000 | | Sharon L. Miller | $2,320,000 | $1,160,000 | $1,160,000 | | Steven J. Younes | $1,200,000 | $600,000 | $600,000 |

  32. Outstanding Performance Share Awards

    Outstanding Performance Share Awards Fiscal 2023-2025 PSAs. As described above, the fiscal 2023 PSA financial metrics are weighted equally between Relative TSR and Adjusted EBITDA CAGR. For the fiscal year 2023 PSAs linked to Adjusted EBITDA CAGR and first year (“Year 1”) year-over-year Adjusted EBITDA growth results, Adjusted EBITDA including unconsolidated joint ventures increased by 77% for PSA award achievement purposes. This resulted in a weighted average achievement for Year 1 at 200% of target award opportunity driven primarily by the margin recovery to pre-pandemic levels faster than anticipated. This achievement level for Year 1 will be averaged with the achievement levels of Year 2 and Year 3 at the end of the performance period in fiscal 2025 to determine the final number of units earned under the Adjusted EBITDA CAGR PSAs. The PSAs linked to relative TSR will be evaluated at the end of the three-year performance period in fiscal 2025. Fiscal 2022-2024 PSAs. As previously disclosed, the fiscal 2022 PSAs were earned at 83% of target based on fiscal 2022 performance and remain subject to the service-based vesting requirement for the two years following the performance period. Fiscal 2021-2023 PSAs. As previously disclosed, the fiscal 2021 PSAs were earned at 100% of target based on fiscal 2021 performance and remain subject to the service-based vesting requirement for the two years following the performance period.

  33. Other Elements of Our Fiscal 2023 Executive Compensation Program

    Other Elements of Our Fiscal 2023 Executive Compensation Program Health and Welfare Benefits. We offer a package of core employee benefits to each of our NEOs. With respect to health and welfare benefits, we offer health, dental and vision coverage and life and disability insurance. With respect to retirement benefits, we maintain a qualified 401(k) retirement plan (with a company match on employee contributions) in which our NEOs are entitled to participate on the same terms as our other employees. We also have a relocation policy that provides benefits to employees who are required to relocate in connection with their employment. Our NEOs are also eligible to participate in a voluntary deferred compensation plan. The voluntary deferred compensation plan permits us to pay retirement benefits in amounts that exceed the limitations imposed by the Internal Revenue Code of 1986, as amended (the “Code”) under our qualified 401(k) retirement plan and permits our NEOs to save for retirement in a tax-efficient way at a minimal administrative cost to us. The voluntary deferred compensation plan allows our NEOs to defer up to 50% of base salary and 90% of annual cash incentive compensation. Participants in the voluntary deferred compensation plan are not entitled to above-market (as defined by the SEC) or guaranteed rates of return on their deferred funds. We include contributions made to our NEOs’ 401(k) plan and voluntary deferred compensation accounts in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2023” under “Executive Compensation Tables” below. Executive Change of Control Severance Plan. Each of our current NEOs participates in our Executive Change of Control Severance Plan (the “COC Plan”), which provides certain “double trigger” benefits in the event of a qualifying termination of employment in connection with a change of control, as more fully described under the section entitled “Executive Compensation Tables—Potential Payments Upon Termination or Change of Control.” We believe the COC Plan maximizes stockholder value because it prevents an unintended windfall to our executive officers in the event of a change of control of the Company, while still providing them appropriate incentives to cooperate in negotiating a transaction involving a potential change of control of the Company in which they believe they may lose their jobs. We believe providing the COC Plan helps us compete for and retain executive talent. We believe that the payments and benefits under the COC Plan are generally comparable with severance packages offered to executive officers by the companies in our compensation peer group. Stock Ownership Guidelines and Retention Requirements. The Compensation Committee has adopted stock ownership guidelines applicable to each member of our executive leadership team, including our NEOs. The Compensation Committee adopted these guidelines because it believes that stock ownership promotes alignment with our stockholders’ interests. Our executive leadership team is expected to reach their respective ownership requirement within five years after appointment to the executive leadership team. Shares of our common stock acquired through open market purchases or through our non-qualified deferred compensation plan, as well as equity awards, are counted toward the ownership requirement. Neither unexercised stock options nor unearned performance shares are counted. Executive officers are required to retain 75% of net shares acquired upon vesting of equity awards until the applicable stock ownership guideline is met. The following table reflects stock ownership guidelines as of May 28, 2023 for each of our current NEOs. See “Information on Stock Ownership” below for information about each NEO’s stock ownership.

  34. Fiscal 2024 Executive Compensation Decisions

    Fiscal 2024 Executive Compensation Decisions At its July 2023 meeting, the Compensation Committee established the annual and long-term incentive plans for fiscal 2024. The Compensation Committee again focused on setting challenging and rigorous performance targets in a continued volatile operating environment. For the fiscal 2024 Annual Incentive Plan, the Compensation Committee removed the gross margin metric in recognition of the Company’s success in returning margins to pre-pandemic levels. The relative metric weightings with respect to net sales and Adjusted EBITDA including unconsolidated joint ventures were adjusted as follows: net sales—50% and Adjusted EBITDA including unconsolidated joint ventures—50%. For the fiscal 2024 Long-Term Incentive Plan, the Compensation Committee continued with a 3-year performance period for the fiscal 2024 PSAs. Consistent with the fiscal 2023 PSAs, the fiscal 2024 PSAs are equally weighted between Relative Total Shareholder Return against the S&P 500 Packaged Foods and Meats peer companies and Compounded Annual Growth Rate targets for Adjusted EBITDA including unconsolidated joint ventures. Long-term growth in our Adjusted EBITDA including unconsolidated joint ventures continues to be the primary driver of value creation to our stockholders. As described above under “—What We Pay and Why—Alignment of Executive Compensation Program with Performance,” the Compensation Committee made no adjustments to total target direct compensation for our NEOs in fiscal 2023 driven by the recognition of the potential value realizable under the one-time special performance-based equity awards. In determining the fiscal 2024 target compensation opportunities for our NEOs, in addition to reviewing company performance, strategy and the individual performance and experience of each executive officer, the Compensation Committee reviewed the NEOs’ target compensation against market median to ensure continued competitiveness of our executive compensation program. While the comparison of the target compensation opportunity under our regular, recurring structure (i.e., excluding the impact of the one-time special performance-based equity awards) with the market median data reflected that the competitive market for target compensation had materially increased, potentially warranting adjustment to NEO target compensation, the Compensation Committee determined in the interest of stockholders, and to maintain the integrity of our pay for performance philosophy, that the appropriate comparison of fiscal 2024 target pay relative to the competitive market median should include an annualized portion of the value realized thus far under the one-time special performance-based equity awards. In this comparison, our NEOs’ target compensation was found to be generally aligned with the competitive market median. Fiscal 2023 was an extraordinarily transformative year for the Company. We increased our ownership interest in an Argentina joint venture from 50% to 90%, completed the acquisition of the remaining ownership interest in our European joint venture and announced a new capital expansion project in Argentina, while also continuing significant expansion projects in China and the United States and designing a new enterprise resource planning system. We also communicated changes in roles and responsibilities for our executive leadership team, which are designed to further facilitate greater agility and long-term sustained growth potential. The Committee acknowledged these changes, of which some NEOs experienced expansion of responsibilities, and recognized the continued need to ensure future target compensation for all NEOs remains competitive after the one-time special performance-based equity awards opportunity ends in fiscal 2025, without having to make significant adjustments to target compensation at the end of fiscal 2025. Accordingly, the Compensation Committee made moderate adjustments to the target compensation levels for Ms. Madarieta and Mr. Younes. The Compensation Committee made more material adjustments to the target compensation levels for Ms. Miller and Mr. Smith in recognition of their expanded responsibilities—Ms. Miller assuming the President, North America role, and Mr. Smith being promoted to the Company’s Chief Operating Officer. The Compensation Committee made no adjustments to Mr. Werner’s compensation and left his target compensation level for fiscal 2024 the same as it was for fiscal 2023. The table below reflects the NEOs’ target compensation for fiscal 2024.

  35. Fiscal 2024 Executive Compensation Decisions

    | Named Executive Officer | Fiscal 2024 Base Salary | Fiscal 2024 AIP Target as % of Salary | Fiscal 2024 LTI Target | Fiscal 2024 Total Target Direct Compensation | | Thomas P. Werner | $1,100,000 | 150% | $5,250,000 | $8,000,000 | | Bernadette M. Madarieta | $600,000 | 100% | $1,200,000 | $2,400,000 | | Michael J. Smith | $750,000 | 115% | $1,875,000 | $3,487,500 | | Sharon L. Miller | $625,000 | 100% | $1,325,000 | $2,575,000 | | Steven J. Younes | $450,000 | 90% | $750,000 | $1,605,000 |

  36. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant The Compensation Committee engages Frederic W. Cook & Co., Inc. (“F.W. Cook”), an independent compensation consultant, to assist in benchmarking compensation for the NEOs. In addition, with the assistance of F.W. Cook, the Compensation Committee undertook a risk review of our compensation programs for all employees. The Committee reviewed F.W. Cook’s independence under SEC and NYSE rules and determined there was no conflict of interest. Please see “Board Committees and Membership—Compensation and Human Capital Committee—Compensation Consultant to the Committee” above for further detail about the Compensation Committee’s engagement of F.W. Cook.

  37. Fiscal 2023 Peer Group

    Fiscal 2023 Peer Group

  38. Fiscal 2023 Peer Group

    | • B&G Foods, Inc. • Campbell Soup Company • Conagra Brands, Inc. • Flowers Foods, Inc. | • Hormel Foods Corporation • McCormick & Company, Incorporated • Post Holdings, Inc. • The Hain Celestial Group, Inc. | • The Hershey Company • The J. M. Smucker Company • TreeHouse Foods, Inc. |

  39. Fiscal 2023 Peer Group

    | Compensation Committee Report for the Year Ended May 28, 2023 | | The Compensation Committee oversees our compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on that review and discussion, the Compensation Committee recommended that the Board include the Compensation Discussion and Analysis in the Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the year ended May 28, 2023, which was filed with the SEC on July 25, 2023. | | Compensation Committee: Maria Renna Sharpe, Chair Charles A. Blixt Robert J. Coviello Hala G. Moddelmog |

  40. Summary Compensation Table—Fiscal 2023

    Summary Compensation Table—Fiscal 2023 The table below presents compensation information paid to or earned by our NEOs under our compensation programs during fiscal 2023 and, as applicable, during fiscal 2022 and fiscal 2023.

  41. Summary Compensation Table—Fiscal 2023

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Thomas P. Werner, President and Chief Executive Officer | 2023 | 1,100,000 | — | 10,499,791 | 5,249,982 | 3,300,000 | — | 202,503 | 20,352,276 | | | 2022 | 1,085,770 | — | 5,249,938 | — | 1,313,903 | — | 208,502 | 7,858,113 | | | 2021 | 1,000,000 | — | 4,016,587 | — | 1,200,000 | 2,644 | 188,150 | 6,407,381 | | Bernadette M. Madarieta, Chief Financial Officer | 2023 | 570,000 | | 2,279,823 | 1,139,989 | 1,140,000 | — | 89,279 | 5,219,091 | | | 2022 | 530,861 | | 1,139,954 | — | 400,064 | — | 64,082 | 2,134,961 | | Michael J. Smith, Chief Operating Officer | 2023 | 675,000 | — | 2,699,864 | 1,349,986 | 1,350,000 | — | 147,886 | 6,222,736 | | | 2022 | 664,327 | — | 1,349,909 | — | 535,940 | — | 93,282 | 2,643,458 | | | 2021 | 600,000 | — | 903,692 | — | 480,000 | — | 86,907 | 2,070,599 | | Sharon L. Miller, President, North America | 2023 | 580,000 | — | 2,319,854 | 1,159,983 | 1,160,000 | — | 95,803 | 5,315,640 | | | 2022 | 572,885 | — | 1,159,927 | — | 462,170 | — | 89,720 | 2,284,702 | | | 2021 | 530,000 | — | 765,034 | — | 424,000 | — | 83,911 | 1,802,945 | | Steven J. Younes, Chief Human Resources Officer | 2023 | 425,000 | 1,395,912(5) | 1,199,735 | 599,999 | 595,000 | — | 854,113 | 5,069,759 |

  42. Summary Compensation Table—Fiscal 2023

    (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock awards (RSUs, PSAs, options and LPUs) granted during the reported fiscal years. The amounts included with respect to the PSAs for fiscal 2023 are reported at the target performance level based on the probable outcome of the performance conditions. The table below shows the breakout of the grant date fair value between RSUs, PSAs, and LPUs for fiscal 2023. For the PSAs and LPUs awarded to the NEOs in fiscal 2023, the table below includes both the probable outcome of the relevant performance conditions as of the grant date and the value of the award assuming maximum performance. Assumptions used in the calculation of these amounts are included in Note 10 to the consolidated financial statements contained in Lamb Weston’s Annual Report on Form 10-K for the 2023 fiscal year, filed with the SEC on July 25, 2023.

  43. Summary Compensation Table—Fiscal 2023

    | NEO | Grant Date Fair Value of Fiscal 2023 RSUs ($) | Grant Date Fair Value of Fiscal 2023 PSAs at Probable (Target) Performance Level ($) | Grant Date Fair Value of Fiscal 2023 PSAs at Maximum Performance Level ($) | Grant Date Fair Value of Fiscal 2023 LPUs at Probable (Target) Performance Level ($) | Grant Date Fair Value of Fiscal 2023 LPUs at Maximum Performance Level ($) | | Thomas P. Werner | 2,099,997 | 3,149,883 | 6,299,766 | 5,249,911 | 15,749,733 | | Bernadette M. Madarieta | 455,974 | 683,900 | 1,367,800 | 1,139,949 | 3,419,847 | | Michael J. Smith | 539,935 | 809,965 | 1,619,930 | 1,349,964 | 4,049.892 | | Sharon L. Miller | 463,940 | 695,942 | 1,391,884 | 1,159,972 | 3,479,916 | | Steven J. Younes | 239,936 | 359,835 | 719,670 | 599,964 | 1,799,892 |

  44. Summary Compensation Table—Fiscal 2023

    (2) Reflects awards earned under our AIP, which are paid in July of the following fiscal year. A description of the fiscal 2023 AIP is included in the “Compensation Discussion and Analysis” section above. (3) The measurement date for the pension value for fiscal 2023 was May 28, 2023. Lamb Weston does not offer above-market (as defined by SEC rules) or preferential earnings rates in its deferred compensation plans. For fiscal 2023, the aggregate change in the actuarial present value of a frozen non-qualified pension for Mr. Werner from Conagra of which the liability for the plan was transferred to Lamb Weston as part of the separation rather than non-qualified deferred compensation earnings was negative (-$6,873). None of the other NEOs participate in the pension plans. The amounts shown in the “All Other Compensation” column for fiscal 2023 include the following:

  45. Summary Compensation Table—Fiscal 2023

    | NEO | Company Contribution to 401(k) Plan ($) | Company Contribution to Non-Qualified Deferred Compensation Plan ($) | Other | Total ($) | | Thomas P. Werner | 20,054 | 168,712 | 13,737(a) | 202,503 | | Bernadette M. Madarieta | 29,423 | 59,856 | — | 89,279 | | Michael J. Smith | 34,487 | 81,535 | 31,864(b) | 147,886 | | Sharon L. Miller | 29,458 | 66,345 | — | 95,803 | | Steven J. Younes | 31,203 | 16,713 | 806,197(b) | 854,113 |

  46. Summary Compensation Table—Fiscal 2023

    Value represents personal use of company aircraft. Such use is valued based on the aggregate incremental cost to the Company determined on a per flight basis and includes the cost of fuel used, the hourly cost of aircraft maintenance, landing fees, trip-related hangar and parking costs, and crew-related costs. (b) Represents amounts paid in connection with Mr. Smith’s and Mr. Younes’ relocations. Mr. Smith’s relocation payment was made in accordance with Lamb Weston’s relocation policy and includes a payment to offset imputed income tax obligations where required. $360,350 of Mr. Younes’ relocation benefit was made in accordance with Lamb Weston’s relocation policy. $445,847 of Mr. Younes’ relocation benefit was a supplemental relocation benefit covering the ongoing maintenance and marketing expenses of selling Mr. Younes’ home. $38,100 of these combined amounts for Mr. Younes’ relocation benefit was a payment to offset income tax liability for those amounts. For additional details regarding Mr. Younes’ relocation benefits, see the “Compensation Discussion and Analysis—What We Pay and Why— Other Elements of Our Fiscal 2023 Executive Compensation Program—Executive Relocation Benefits” section above. (5) Reflects a cash retention payment to Mr. Younes.

  47. Grants of Plan-Based Awards—Fiscal 2023

    Grants of Plan-Based Awards—Fiscal 2023 The following table presents information about grants of plan-based awards (equity and non-equity) during fiscal 2023 to our NEOs. Please refer to the “Compensation Discussion and Analysis” section above for further information about these grants.

  48. Grants of Plan-Based Awards—Fiscal 2023

    | Name | Approval Date | Grant Date | Estimated Possible Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payout Under Equity Incentive Plan Awards | | | All Oher Stock Awards: Number of Shares or Stock or Units | All Other Option Awards ($/SH) | Exercise or Base Price of Options Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | # | $/Sh | $ | | | Thomas P. Werner | 7/20/2022 | 7/29/2022 | | | | — | | | 26,362 | | | 2,099,997 | | | 7/20/2022 | 7/29/2022 | | | | — | 33,009(2) | 66,018(2) | | | | 3,149,883 | | | 7/20/2022 | 7/29/2022 | | | | — | 57,420(3) | 172,260(3) | | | | 5,249,911 | | | 7/20/2022 | 7/29/2022 | | | | — | | | | 202,702 | $79.66 | 5,249,982 | | | 7/20/2022 | 7/29/2022 | — | 1,650,000 | 3,300,000 | | | | | | | | | Bernadette M. Madarieta | 7/20/2022 | 7/29/2022 | | | | — | | | 5,724 | | | 455,974 | | | 7/20/2022 | 7/29/2022 | | | | — | 7,167(2) | 14,334(2) | | | | 683,900 | | | 7/20/2022 | 7/29/2022 | | | | — | 12,468(3) | 37,404(3) | | | | 1,139,949 | | | 7/20/2022 | 7/29/2022 | | | | — | | | | 44,015 | $79.66 | 1,139,989 | | | 7/20/2022 | 7/29/2022 | — | 570,000 | 1,140,000 | | | | | | | | | Michael J. Smith | 7/20/2022 | 7/29/2022 | | | | — | | | 6,778 | | | 539,935 | | | 7/20/2022 | 7/29/2022 | | | | — | 8,488(2) | 16,976(2) | | | | 809,965 | | | 7/20/2022 | 7/29/2022 | | | | — | 14,765(3) | 44,295(3) | | | | 1,349,964 | | | 7/20/2022 | 7/29/2022 | | | | — | | | | 52,123 | $79.66 | 1,349,986 | | | 7/20/2022 | 7/29/2022 | — | 675,000 | 1,350,000 | | | | | | | | | Sharon L. Miller | 7/20/2022 | 7/29/2022 | | | | — | | | 5,824 | | | 463,940 | | | 7/20/2022 | 7/29/2022 | | | | — | 7,293(2) | 14,586(2) | | | | 695,942 | | | 7/20/2022 | 7/29/2022 | | | | — | 12,687(3) | 38,061(3) | | | | 1,159,972 | | | 7/20/2022 | 7/29/2022 | | | | — | | | | 44,787 | $79.66 | 1,159,983 | | | 7/20/2022 | 7/29/2022 | — | 580,000 | 1,160,000 | | | | | | | | | Steven J. Younes | 7/20/2022 | 7/29/2022 | | | | — | | | 3,012 | | | 239,936 | | | 7/20/2022 | 7/29/2022 | | | | — | 3,771(2) | 7,542(2) | | | | 359,835 | | | 7/20/2022 | 7/29/2022 | | | | — | 6,562(3) | 19,686(3) | | | | 599,964 | | | 7/20/2022 | 7/29/2022 | | | | — | | | | 23,166 | $79.66 | 599,999 | | | 7/20/2022 | 7/29/2022 | — | 297,500 | 595,000 | | | | | | | |

  49. Grants of Plan-Based Awards—Fiscal 2023

    Represents cash award opportunities for fiscal 2023 under the AIP for each of our NEOs. Actual cash awards paid to the NEOs for fiscal 2023 are reported in the “Summary Compensation Table—Fiscal 2023” under the “Non-Equity Incentive Plan Compensation” column. A description of the fiscal 2023 AIP is included in “Compensation Discussion and Analysis—What We Pay and Why— Annual Cash Incentive Compensation (Annual Incentive Plan)” above. (2) Amounts reflect the Lamb Weston PSAs granted for each of our NEOs under the Lamb Weston long-term incentive program for the fiscal 2023 to 2025 performance cycle. A description of these PSAs is included in “Compensation Discussion and Analysis— What We Pay and Why— Long-Term Incentive Plan (Long-Term Inventive Plan)” above. (3) Amounts reflect the LPUs granted for each of our NEOs under the Lamb Weston long-term incentive program for the fiscal 2023 to 2025 performance cycle. A description of these LPUs is included in “Compensation Discussion and Analysis—What We Pay and Why—One-time Special Performance-Based Equity Awards” above. (4) The amounts shown reflect the fair value on the date of grant of RSUs, PSAs, stock options and LPUs granted in fiscal 2023, computed in accordance with FASB ASC Topic 718. The grant date fair value of Lamb Weston PSAs and LPUs is based on the probable outcome of the relevant performance conditions as of the grant date (also computed in accordance with FASB ASC Topic 718). Dividend equivalents accrue on the RSUs, PSAs and LPUs, based on normal dividend rates, and are payable in shares of Lamb Weston common stock only if the related RSUs vest and on PSAs and LPUs only if actually earned based on certification of performance and vesting.

  50. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2023

    Outstanding Equity Awards at Fiscal Year-End—Fiscal 2023 The following table lists all Lamb Weston stock options, RSUs, PSAs and LPUs outstanding as of May 28, 2023 for each of our NEOs.

  51. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2023

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Options Exercise Price(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Thomas P. Werner | 7/11/2016 | 61,259 | — | $30.68 | 7/10/2026 | — | — | — | — | | | 12/14/2016 | 72,546 | — | $35.15 | 12/13/2026 | — | — | — | — | | | 7/29/2022 | — | 202,702(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/30/2020 | — | — | — | — | 26,051(4) | 2,851,282 | — | — | | | 7/29/2021 | — | — | — | — | 31,364(4) | 3,432,790 | — | — | | | 7/29/2022 | — | — | — | — | 26,591(4) | 2,910,385 | — | — | | | 9/23/2020 | — | — | — | — | 38,841(5) | 4,251,147 | — | — | | | 7/29/2021 | — | — | — | — | 39,004(6) | 4,268,988 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 33,296(7) | 3,644,247 | | | 7/29/2022 | — | — | — | — | — | — | 57,919(8) | 6,339,235 | | Bernadette M. Madarieta | 7/29/2022 | — | 44,015(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/30/2020 | — | — | — | — | 1,924(4) | 210,582 | — | — | | | 7/29/2021 | — | — | — | — | 6,948(4) | 760,459 | — | — | | | 7/29/2022 | — | — | — | — | 5,774(4) | 631,964 | — | — | | | 9/23/2020 | — | — | — | — | 1,279(5) | 139,987 | — | — | | | 7/29/2021 | — | — | — | — | 8,651(6) | 946,852 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 7,229(7) | 791,214 | | | 7/29/2022 | — | — | — | — | — | — | 12,576(8) | 1,376,443 | | Michael J. Smith | 7/29/2022 | — | 52,123(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/30/2020 | — | — | — | — | 6,064(4) | 663,705 | — | — | | | 7/29/2021 | | | | | 8,228(4) | 900,555 | | | | | 7/29/2022 | — | — | — | — | 6,837(4) | 748,310 | — | — | | | 9/23/2020 | — | — | — | — | 9,061(5) | 991,726 | — | — | | | 7/29/2021 | — | — | — | — | 10,245(6) | 1,121,315 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 8,562(7) | 937,111 | | | 7/29/2022 | — | — | — | — | — | — | 14,893(8) | 1,630,632 | | Sharon L. Miller | 7/29/2022 | — | 44,787(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/30/2020 | — | — | — | — | 4,962(4) | 543,091 | — | — | | | 7/29/2021 | — | — | — | — | 6,931(4) | 758,598 | — | — | | | 7/29/2022 | — | — | — | — | 5,875(4) | 643,019 | — | — | | | 9/23/2020 | — | — | — | — | 7,236(5) | 791,980 | — | — | | | 7/29/2021 | — | — | — | — | 8,621(6) | 943,568 | | | | | 7/29/2022 | — | — | — | — | — | — | 7,356(7) | 805,114 | | | 7/29/2022 | — | — | — | — | — | — | 12,797(8) | 1,400,632 |

  52. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2023

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Options Exercise Price(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Steven J. Younes | 7/29/2022 | — | 23,166(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 1/18/2022 | — | — | — | — | 3,603(4) | 394,348 | — | — | | | 7/29/2022 | — | — | — | — | 3,038(4) | 332,509 | — | — | | | 1/18/2022 | — | — | — | — | 4,485(6) | 490,883 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 3,804(7) | 416,348 | | | 7/29/2022 | — | — | — | — | — | — | 6,619(8) | 724,450 |

  53. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2023

    All stock options were granted with an exercise price equal to the closing market price of common stock of Conagra or Lamb Weston, as applicable, on the NYSE on the date of grant. (2) The market value of unvested or unearned Lamb Weston RSUs, PSAs and LPUs is calculated using $109.45 per share, which was the closing market price of Lamb Weston common stock on the NYSE on May 26, 2023, the last trading day of fiscal 2023. Market value in this column includes fractional shares related to dividend equivalents that are not reflected in the number of shares due to rounding. (3) Stock options awarded, as part of the one-time special performance-based awards, vest 33%, 33%, and 34% on each of the first three anniversaries of the grant date and expire seven years after the grant date. (4) The RSUs granted prior to fiscal 2023 vest in full on the third anniversary of the grant date. RSUs granted in fiscal 2023 vest 33%, 33%, and 34% on each of the first three anniversaries of the grant date, respectively. (5) Reflects the number of Lamb Weston shares that remain subject to time-based vesting under Lamb Weston PSAs for the fiscal 2021 to 2023 performance cycle, based on fiscal 2021 performance, plus accrued dividend equivalents. In July 2021, after taking into account our fiscal 2021 financial performance and achievement of our net sales, cash flow from operating activities and Adjusted EBITDA including unconsolidated joint ventures targets, the Compensation Committee determined that each NEO had achieved 100% of the target number of performance shares for the fiscal 2021 performance period. The earned performance shares remain subject to time-based vesting and vested in full on July 30, 2023. (6) Reflects the number of Lamb Weston shares that remain subject to time-based vesting under Lamb Weston PSAs for the fiscal 2022 to 2024 performance cycle, based on fiscal 2022 performance, plus accrued dividend equivalents. In July 2022, after taking into account our fiscal 2022 financial performance and achievement of our net sales, cash flow from operating activities and Adjusted EBITDA including unconsolidated joint ventures targets, the Compensation Committee determined that each NEO had achieved 83% of the target number of performance shares for the fiscal 2022 performance period. The earned performance shares remain subject to time-based vesting and are scheduled to vest in full on July 29, 2024. (7) Reflects the number of Lamb Weston shares that remain subject to time-based and performance-based vesting under Lamb Weston PSAs for the fiscal 2023 to 2025 performance cycle, plus accrued dividend equivalents. The amounts reported in this column are based on target achievement. The earned performance shares will be determined and will vest in full following the end of the performance period and when the level of achievement is certified by the Compensation Committee in writing within 90 days after the end of the performance period. (8) Reflects the number of Lamb Weston shares under the Lamb Weston LPUs awarded as part of the one-time special performance-based awards plus accrued dividend equivalents. These awards are subject to previously noted performance goals spanning the 2023, 2024, and 2025 fiscal periods. The earned LPUs will be determined and vest in full following the end of the performance period and when the level of achievement is certified by the Compensation Committee at its first regularly scheduled meeting following the end of the performance period.

  54. Option Exercises and Stock Vested—Fiscal 2023

    Option Exercises and Stock Vested—Fiscal 2023 The following table summarizes the stock options, RSUs and/or PSAs held by our NEOs that were exercised or settled during fiscal 2023.

  55. Option Exercises and Stock Vested—Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Thomas P. Werner | — | — | 28,110 | 4,125,994 | | Bernadette M. Madarieta | — | — | 1,459 | 208,606 | | Michael J. Smith | — | — | 6,333 | 899,935 | | Sharon L. Miller | — | — | 4,815 | 802,183 | | Steven J. Younes | — | — | — | — |

  56. Option Exercises and Stock Vested—Fiscal 2023

    Represents RSUs and PSAs that vested and were paid in Lamb Weston shares, including dividend equivalents on earned shares paid in additional shares of Lamb Weston common stock. Mr. Werner’s and Ms. Miller’s amounts also reflect the cancellation of RSUs and PSAs and related dividend equivalent shares, relating to certain taxes paid for the unvested stock awards as a result of their early retirement eligibility.

  57. Pension Benefits—Fiscal 2023

    Pension Benefits—Fiscal 2023 Lamb Weston does not maintain any active defined benefit pension plans for its executive officers. However, prior to the separation, Mr. Werner participated in Conagra’s frozen supplemental retirement plan (the “Non-Qualified Pension”) of which the liability was transferred to Lamb Weston in connection with the separation. Going forward, our NEOs will not accrue benefits under the Non-Qualified Pension.

  58. Pension Benefits—Fiscal 2023

    Pension Benefits—Fiscal 2023 The present value of accumulated benefit reported in the table below represents the accumulated benefit obligation for benefits earned to date, based on age, service and earnings through the frozen Non-Qualified Pension plan’s measurement date of May 28, 2023. None of our NEOs other than Mr. Werner participate in a pension plan.

  59. Pension Benefits—Fiscal 2023

    | Name | Plan Name(1) | Number of years credited Service (#)(2) | Present Value of Accumulated Benefit ($)(3) | | Thomas P. Werner | Non-Qualified Pension | 17.7 | 52,227 | | Bernadette M. Madarieta | — | — | — | | Michael J. Smith | — | — | — | | Sharon L. Miller | — | — | — | | Steven J. Younes | — | — | — |

  60. Pension Benefits—Fiscal 2023

    (1) Non-Qualified Pension refers to the ConAgra Foods, Inc. Nonqualified Pension Plan. There were no plan payments for fiscal 2023. (2) The number of years of credited service is calculated as of May 28, 2023, which is the pension plan measurement date used for Lamb Weston’s financial statement reporting purposes. (3) The valuation methodology and all material assumptions applied in quantifying the present value of the accumulated benefit are presented in Note 9 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2022, filed with the SEC on July 27, 2022.

  61. Non-Qualified Deferred Compensation—Fiscal 2023

    Non-Qualified Deferred Compensation—Fiscal 2023 The table following this summary shows the non-qualified deferred compensation activity for each of our NEOs during fiscal 2023. The amounts shown include amounts deferred under Lamb Weston’s Voluntary Deferred Compensation Plan (the “LW Voluntary Deferred Comp Plan”), which allows key employees, including our NEOs, to defer receipt of 5% to 50% of their salary and up to 90% of their annual incentive payment. The investment alternatives for deferred amounts include an interest bearing account, a Lamb Weston stock account and other investment options that mirror those available under our qualified 401(k) plan. The Lamb Weston stock account includes a dividend reinvestment feature that converts dividends paid by Lamb Weston into additional shares of Lamb Weston. Amounts deferred into the Lamb Weston stock account, together with earnings and dividends thereon, are ultimately distributed in shares of Lamb Weston common stock. Amounts deferred into the interest bearing account or the accounts that mirror those available under our qualified 401(k) plan are ultimately distributed in cash. An election to participate in the LW Voluntary Deferred Comp Plan must be timely filed with Lamb Weston in accordance with the requirements of the U.S. Internal Revenue Service (“IRS”). The LW Voluntary Deferred Comp Plan also provides non-qualified matching contribution retirement benefits to its participants. The LW Voluntary Deferred Comp Plan provides for company matching contributions and company non-elective contributions for eligible participants for amounts of salary and bonus that are above IRS limits. At that time, Lamb Weston credits an eligible participant’s account in the LW Voluntary Deferred Comp Plan with (1) a matching contribution equal to a dollar-for-dollar match, limited to 6% of compensation earned by the participant and paid by Lamb Weston in excess of the IRS limit and (2) a non- elective contribution equal to 3% of an eligible participant’s compensation in excess of the IRS limit. Eligible participants are allowed to defer no more than 50% of their base salary and no more than 90% of their annual incentive payment that exceeds the IRS limit. Matching contributions and non-elective contributions will be credited on or about December 31st of each year if the eligible participant earns in excess of the IRS limit and the participant is actively employed at the end of the calendar year. The LW Voluntary Deferred Comp Plan also provides that, unless Lamb Weston determines otherwise with respect to a participant, the interest of each participant in his matching contributions and non-elective contributions will be 100% vested. In general, all LW Voluntary Deferred Comp amounts are designed to be distributed in cash in a lump sum and/or in shares of Lamb Weston common stock in January following the individual’s separation from service. Elections regarding the time and form of payment are intended to comply with Section 409A of the Code, and certain payments to executives meeting the definition of a “specified employee” under Section 409A will be delayed for six months after the date of the separation from service. Executives may make hardship withdrawals from the LW Voluntary Deferred Comp Plan under certain circumstances, but no hardship withdrawals were requested by our NEOs during fiscal 2023.

  62. Non-Qualified Deferred Compensation—Fiscal 2023

    Non-Qualified Deferred Compensation—Fiscal 2023 The following table provides certain information regarding our NEOs’ participation in non-qualified deferred compensation plans in fiscal 2023.

  63. Non-Qualified Deferred Compensation—Fiscal 2023

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(4) | | Thomas P. Werner | LW Voluntary Deferred Comp Plan | 104,195 | 168,712 | 790,913 | — | 6,317,091 | | Bernadette M. Madarieta | LW Voluntary Deferred Comp Plan | 39,904 | 59,856 | 5,602 | — | 380,338 | | Michael J. Smith | LW Voluntary Deferred Comp Plan | 72,475 | 81,535 | (30,737) | (125,444) | 616,632 | | Sharon L. Miller | LW Voluntary Deferred Comp Plan | 110,576 | 66,345 | (77,936) | — | 1,438,256 | | Steven J. Younes | LW Voluntary Deferred Comp Plan | — | 16,713 | 974 | — | 17,294 |

  64. Non-Qualified Deferred Compensation—Fiscal 2023

    (1) The amounts reported in this column for the NEOs are reported in the “Salary” column of the “Summary Compensation Table— Fiscal 2023.” (2) The amounts reported for the NEOs are included in the “All Other Compensation” column of the “Summary Compensation Table— Fiscal 2023.” The employee is required to pay certain applicable taxes on the Registrant Contributions prior to the deposit to their deferred compensation account. The amount noted in the table is the total pre-tax value of the Registrant Contributions. Therefore the Aggregate Balance at Last FYE does not include this full amount. (3) Lamb Weston does not offer above-market (as defined by SEC rules) or preferential earnings rates in its deferred compensation plan. As a result, none of these earnings (or losses) are included in the “Summary Compensation Table—Fiscal 2023.” (4) The following amounts from this column were reported in the Summary Compensation Tables for prior fiscal years for the following NEOs: Mr. Werner: $1,566,667, Ms. Madarieta: $20,050, Mr. Smith: $370,294 and Ms. Miller: $480,135. These amounts reflect contributions only and do not include accumulated earnings or losses. The amounts in this column include the amounts reflected in the “Executive Contributions in Last FY” column.

  65. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The employment of each of our current NEOs could have ended or terminated as of May 28, 2023 under several possible scenarios. In some of those scenarios, our compensatory plans, agreements and arrangements would have provided severance benefits in varying amounts. Further, our plans, agreements and arrangements would have provided for certain benefits (or for acceleration of certain benefits) upon a change of control. Severance and other benefits that would have been payable upon a termination of service, termination of employment or upon a change of control are described below. The table following the narrative discussion summarizes amounts that would have been payable upon termination or a change of control under varying circumstances, assuming that the change of control occurred, or the executive’s employment terminated on May 28, 2023, the last day of fiscal 2023. Other key assumptions used in compiling the table are set forth immediately preceding the table. In the event of an actual triggering event under any of the plans, agreements and arrangements discussed in this section, all benefits would have been paid in accordance with, and at times permitted by, Section 409A of the Code.

  66. CEO Pay Ratio

    CEO Pay Ratio Below is (i) the fiscal 2023 annual total compensation of our Chief Executive Officer (“CEO”); (ii) the median of the fiscal 2023 annual total compensation of all of our employees and the employees of our consolidated subsidiaries (other than our CEO) (the employee who received such median annual compensation, our “median employee”); (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:

  67. CEO Pay Ratio

    CEO Pay Ratio

  68. CEO Pay Ratio

    | CEO Annual Total Compensation(1) | $20,352,276 | | Median Employee Annual Total Compensation(1) | $59,285 | | CEO to Median Employee Pay Ratio | 343:1 |

  69. CEO Pay Ratio

    (1) Annual Total Compensation is calculated in accordance with the Summary Compensation Table methodology under the SEC’s rules.

  70. CEO Pay Ratio Methodology

    CEO Pay Ratio Methodology Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. In accordance with SEC requirements, we used the same median employee in fiscal 2023 that we identified in fiscal 2021 because we determined that there have been no changes to our employee population or employee compensation arrangements that we believe would significantly affect our pay ratio disclosure. As previously announced in March 2023, we completed the acquisition of the remaining equity interest in our European joint venture with Meijer Frozen Foods B.V. Approximately 1,500 team members from the acquisition became employees of the Company and its consolidated subsidiaries in the fourth quarter of fiscal 2023, and they have been excluded from consideration in accordance with an exception under the SEC’s pay ratio disclosure rules. The methodology and process we used to identify the median employee and calculate the pay ratio are explained below: • Determined Employee Population. We collected compensation data from our global employee population of 7,809 employees (excluding our CEO) as of May 30, 2021, which was the end of our fiscal 2021. We included full-time, part-time, and seasonal and temporary employees employed by our company and our consolidated subsidiaries (other than our CEO). • Identified Median Employee. To identify our median employee, we first calculated compensation for each employee using base salary, regular wages and overtime earnings paid during fiscal year 2021, between June 1, 2020 and May 30, 2021 (the “Measurement Period”). For full- and part- time regular employees who did not work the full Measurement Period due to being newly hired or on a leave of absence, we annualized their earnings to reflect the full Measurement Period. We did not annualize earnings for seasonal or temporary employees. Calculated CEO Pay Ratio. We calculated our median employee’s annual total compensation for fiscal 2023 in accordance with the Summary Compensation Table methodology under the SEC’s rules. We then utilized the CEO’s annual total compensation from the Summary Compensation Table to determine the CEO pay ratio shown above.

  71. PAY VERSUS PERFORMANCE DISCLOSURE—Fiscal 2023

    PAY VERSUS PERFORMANCE DISCLOSURE—Fiscal 2023 Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) as defined under applicable SEC rules to the Company’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see “Compensation Discussion and Analysis” above.

  72. Pay Versus Performance Table

    Pay Versus Performance Table

  73. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on:(4) | | | Adjusted EBITDA including unconsolidated joint ventures ($mil.)(6) | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | | | Lamb Weston Total Shareholder Return | Peer Group Total Shareholder Return(5) | GAAP Net Income ($mil.) | | | FY2023 | $20,352,276 | $40,007,566 | $5,456,807 | $9,221,443 | $190 | $137 | $1,009 | $1,242 | | FY2022 | $7,858,113 | $4,612,617 | $1,984,243 | $1,404,350 | $116 | $124 | $201 | $742 | | FY2021 | $6,407,381 | $10,872,178 | $1,901,071 | $2,841,274 | $139 | $119 | $318 | $748 |

  74. Pay Versus Performance Table

    (1) Thomas P. Werner has served as the PEO for the entirety of fiscal 2023, fiscal 2022 and fiscal 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: • FY2023: Bernadette M. Madarieta, Michael J. Smith, Sharon L. Miller and Steven J. Younes • FY2022: Bernadette M. Madarieta, Michael J. Smith, Sharon L. Miller, Eryk J. Spytek and Robert M. McNutt • FY2021: Robert M. McNutt, Michael J. Smith, Sharon L. Miller and Eryk J. Spytek (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEO, Mr. Werner, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs reported for the applicable year. (3) Amounts reported in these columns represent “compensation actually paid” after the applicable adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our PEO, Mr. Werner, and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts.

  75. Pay Versus Performance Table

    | | Fiscal Year 2023 | | Fiscal Year 2022 | | Fiscal Year 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $20,352,276 | $5,456,807 | $7,858,113 | $1,984,243 | $6,407,381 | $1,901,071 | | Minus Change in Pension Value Reported in SCT for the Fiscal Year | $0 | $0 | $0 | $0 | $2,644 | $0 | | Plus Pension Value Service Cost for the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Fiscal Year | $15,749,772 | $3,187,308 | $5,249,938 | $1,089,945 | $4,016,587 | $847,490 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | $29,302,786 | $5,929,812 | $4,827,421 | $1,016,290 | $5,410,079 | $1,141,475 | | Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $5,796,618 | $985,165 | $(1,204,900) | $(200,802) | $2,177,766 | $472,165 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year | $305,658 | $36,967 | $(1,618,079) | $(305,436) | $896,183 | $174,053 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $40,007,566 | $9,221,443 | $4,612,617 | $1,404,350 | $10,872,178 | $2,841,274 |

  76. Pay Versus Performance Table

    In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on May 31, 2020 and ending on each of our 2021, 2022 and 2023 fiscal year ends, respectively, calculated in accordance with Item 201(e) of Regulation S-K. It represents the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on May 31, 2020. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the difference between stock price per share at the end and the beginning of the measurement period plus the value of accumulated dividends, divided by (b) stock price per share at the beginning of the measurement period. (5) “Peer Group” represents the S&P 500 Packaged Foods Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (6) Adjusted EBITDA including unconsolidated joint ventures is the company-selected measure. Values shown reflect Adjusted EBITDA including unconsolidated joint ventures as calculated for purposes of our executive compensation program for the applicable reporting fiscal year (a non-GAAP financial measure). See Appendix A in this Proxy Statement for a reconciliation to net income. Tabular List of Performance Measures Used to Link Company Performance and CAP. The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link “compensation actually paid” to the NEOs for fiscal 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see “Compensation Discussion and Analysis” above for a further description of these metrics and how they are used in the Company’s executive compensation program. • Adjusted EBITDA • Net Sales • Adjusted Gross Margin • Relative Shareholder Return Analysis of the Information Presented in the Pay versus Performance Table. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between certain information presented in the Pay versus Performance Table. Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Peer Group TSR over the three fiscal years ending May 28, 2023 based on a hypothetical investment of $100 on May 31, 2020, as well as the relationship between TSR and CAP for the PEO and Non-PEO NEOs.

  77. Pay Versus Performance: Total Shareholder Return

    Pay Versus Performance: Total Shareholder Return Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the PEO CAP and Average Non-PEO NEOs CAP and our GAAP Net Income.

  78. Pay Versus Performance: GAAP Net Income

    Pay Versus Performance: GAAP Net Income Relationship between CAP and Adjusted EBITDA including unconsolidated joint ventures (our Company-Selected Measure). The graph below reflects the relationship between the PEO CAP and Average Non-PEO NEOs CAP and the Company’s Adjusted EBITDA including unconsolidated joint ventures.

  79. Pay Versus Performance: Adjusted EBITDA including Unconsolidated Joint Ventures

    Pay Versus Performance: Adjusted EBITDA including Unconsolidated Joint Ventures