DEF 14A of Lamb Weston Holdings, Inc., Aug 9, 2024

DEF 14A of Lamb Weston Holdings, Inc.

Filed Aug 9, 2024 · FY20240001679273-24-000048

Open on EDGAR

  1. Who May Vote

    | | Page | | Option Exercises and Stock Vested—Fiscal 2024 | 58 | | Pension Benefits—Fiscal 2024 | 58 | | Non-Qualified Deferred Compensation—Fiscal 2024 | 59 | | Potential Payments Upon Termination or Change of Control | 60 | | CEO Pay Ratio | 66 | | Pay Versus Performance Disclosure—Fiscal 2024 | 67 | | INFORMATION ON STOCK OWNERSHIP | 70 | | OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING | 72 | | PROCEDURAL MATTERS AND FREQUENTLY ASKED QUESTIONS | 72 | | 2025 ANNUAL MEETING OF STOCKHOLDERS | 76 | | Stockholder Proposals for Possible Inclusion in the Company’s 2025 Proxy Statement | 76 | | Other Proposals and Nominations for the 2025 Annual Meeting | 76 | | Universal Proxy Rules for Director Nominations | 76 | | APPENDIX A — CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LAMB WESTON HOLDINGS, INC. | A-1 | | APPENDIX B — RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO REPORTED AMOUNTS | B-1 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The table below provides summary information about each director nominee as of July 29, 2024.

  3. BOARD OF DIRECTORS

    | Name | Age | Director Since | Occupation and Experience | Independent | Audit & Finance | Comp & HC | N&CG | | Peter J. Bensen | 62 | 2017 | President, Bensen LLC | Yes | X | | | | Charles A. Blixt | 72 | 2016 | Principal, C&D Ventures | Yes | | X | Chair | | Robert J. Coviello | 56 | 2020 | Chief Sustainability Officer and Government Affairs, Bunge Global SA | Yes | X | | | | Rita Fisher | 54 | 2023 | Chief Information Officer and EVP, Supply Chain, Reynolds Consumer Products Inc. | Yes | X | | | | André J. Hawaux | 63 | 2017 | Former EVP and Chief Operating Officer, DICK’S Sporting Goods, Inc. | Yes | Chair | | | | W.G. Jurgensen (Chairman) | 72 | 2016 | Former Chief Executive Officer and Director, Nationwide Financial Services, Inc. | Yes | | | | | Hala G. Moddelmog | 68 | 2017 | President and Chief Executive Officer, Woodruff Arts Center | Yes | | X | X | | Robert A. Niblock | 61 | 2020 | Former Chairman of the Board, President and Chief Executive Officer, Lowe’s Companies, Inc. | Yes | | X | X | | Maria Renna Sharpe | 65 | 2016 | Managing Principal, Sharpe Human Solutions, LLC | Yes | | Chair | X | | Thomas P. Werner | 58 | 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 2024 to non-employee directors were significantly below this amount. See “—2024 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. 2024 Non-Employee Director Compensation Table

    2024 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 2024.

  7. 2024 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Peter J. Bensen | 100,000 | 169,937 | — | 5,000 | 274,937 | | Charles A. Blixt | 115,000 | 169,937 | — | 5,000 | 289,937 | | Robert J. Coviello | 100,000 | 169,937 | — | — | 269,937 | | Rita Fisher(5) | 85,989 | 208,671 | — | — | 294,660 | | André J. Hawaux | 100,000 | 169,937 | — | — | 269,937 | | W.G. Jurgensen(6) | 100,000 | 169,937 | 149,990 | 5,000 | 424,927 | | Thomas P. Maurer(7) | 125,000 | 169,937 | — | — | 294,937 | | Hala G. Moddelmog | 100,000 | 169,937 | — | 5,000 | 274,937 | | Robert A. Niblock | 100,000 | 169,937 | — | 5,000 | 274,937 | | Maria Renna Sharpe | 120,000 | 169,937 | — | 5,000 | 294,937 |

  8. 2024 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 RSU awards granted in fiscal 2024 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 RSUs held by each non-employee director as of fiscal year-end, May 26, 2024:

  9. 2024 Non-Employee Director Compensation Table

    | Name | Outstanding RSUs(a) (#) | | Peter J. Bensen | 2,055 | | Charles A. Blixt | 2,055 | | Robert J. Coviello | 2,055 | | Rita Fisher | 2,055 | | André J. Hawaux | 2,055 | | W.G. Jurgensen | 2,055 | | Thomas P. Maurer | 2,055 | | Hala G. Moddelmog | 2,055 | | Robert A. Niblock | 2,055 | | Maria Renna Sharpe | 2,055 |

  10. 2024 Non-Employee Director Compensation Table

    (a)Includes additional RSUs accrued through a dividend reinvestment feature. (3)The amounts shown in this column represent the full grant date fair value of the stock options granted in fiscal 2024 as computed in accordance with FASB ASC Topic 718 based on the closing price of Lamb Weston shares on the grant date. The aggregate number of outstanding stock options held by Mr. Jurgensen as of fiscal year-end, May 26, 2024, was 10,131. No other non-employee directors held any stock options as of such date. (4)Represents Lamb Weston Foundation contributions made as part of the Foundation Matching Gift Program. Under the program, the Lamb Weston Foundation provides a donation match of up to $5,000 per fiscal year in connection with a director's donation to an eligible charitable organization. (5)Ms. Fisher joined the Board on July 19, 2023. The amount of fees earned or paid in cash included in this table for Ms. Fisher has been prorated to reflect the actual number of days of Board service provided by Ms. Fisher in fiscal 2024. Ms. Fisher received a prorated grant of RSUs in July 2023 and the regular annual grant of RSUs in October 2023. (6)The Chairman retainer is paid in the form of stock options, granted at the same time as the directors’ annual stock award. (7)Mr. Maurer served on our Board and as Chair of the Audit Committee in fiscal 2024 and until his passing in July 2024.

  11. Our Executive Compensation Program, Philosophies and Objectives

    Our Executive Compensation Program, Philosophies and Objectives Our Compensation Committee and management believe that compensation is an important tool to recruit, retain and motivate the executives on whom we rely for current and future success. Our compensation program is designed to accomplish the following: •provide a competitive total compensation opportunity to recruit, retain and motivate talented executives who drive our success; •encourage achievement of strategic and financial objectives and creation of stockholder value; •integrate and balance annual and long-term performance; •align executives’ interests with stockholders’ interests; •manage cost and share dilution; and •ensure compensation plans do not encourage inappropriate risk taking. The Compensation Committee seeks to target total executive compensation opportunities at levels consistent with those of similarly sized companies in the consumer-packaged goods industry. The current NEOs’ compensation is more heavily weighted toward programs contingent upon our annual and long-term performance. Long-term incentives incorporate multi-year vesting periods and comprise the largest portion of total executive compensation opportunities. These incentives are designed to strengthen the long-term focus and stockholder linkage and promote behavior consistent with our long-term strategic plan.

  12. Our Executive Compensation Policies and 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 clawback policies that require the forfeiture or recoupment of awards for our executive officers under our incentive plans upon certain restatements or in the event of detrimental conduct by 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 Policies and 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 U.S. 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 2024 Executive Compensation

    | AIP | 21% | | RSUs | 26% | | PSAs | 39% | | At-risk | 86% |

  15. Fiscal 2024 Executive Compensation

    | AIP | 25% | | RSUs | 20% | | PSAs | 30% | | At-risk | 75% |

  16. Alignment of Executive Compensation Program with Performance

    Alignment of Executive Compensation Program with Performance Consistent with our executive compensation philosophy as described above under “—Overview—Our Executive Compensation Program, Philosophies and Objectives,” our executive compensation program is designed to promote sustained long-term growth and profitability and stockholder value creation. Pay elements and performance measures are selected based on our belief that they provide competitive levels of pay and are based on the fundamental financial measures of successful Company performance and long-term value creation. By tying a significant portion of our NEOs’ compensation to these fundamental financial measures, we believe the program aligns the Company’s short- and long-term objectives with long-term stockholder value creation. In determining the fiscal 2024 mix of compensation elements and executive compensation levels for each NEO, the Compensation Committee evaluated the following items: •each NEO’s performance and experience and importance of the role; •how each NEO’s pay opportunity compares to pay opportunities of similar positions at peer companies; •Company performance and strategy; •executive compensation practices at peer companies; and •input from the Compensation Committee’s independent compensation consultant. In addition to reviewing Company performance, strategy and individual performance and experience, the Compensation Committee also noted that the total target compensation levels for Thomas Werner and Bernadette Madarieta were below the competitive market median for similar positions in our peer group, which is described in more detail below. Despite this, the Compensation Committee determined not to make any adjustments to Mr. Werner’s total target compensation level and made a moderate adjustment to Ms. Madarieta’s total target compensation level. In fiscal 2024, Mr. Smith was promoted to Chief Operating Officer and Mr. Schroeder was promoted to President, International. In recognition of their expanded roles and responsibilities, the Compensation Committee approved increases to Messrs. Smith’s and Schroeder’s respective compensation.

  17. Annual Cash Incentive Compensation (Annual Incentive Plan)

    Annual Cash Incentive Compensation (Annual Incentive Plan) All NEOs participated in our fiscal 2024 AIP, which aligns annual cash compensation with achievement of the financial goals shown below. For fiscal 2024, the Compensation Committee approved two annual incentive financial measures in alignment with the Company’s annual financial objectives: net sales and Adjusted EBITDA. The Compensation Committee believes net sales and Adjusted EBITDA provide a balanced overall incentive to driving achievement of the Company’s strategic objectives. The Compensation Committee believes all NEOs participating in the AIP should be tied to the same performance-based metrics and financial targets to promote a focused view on overall Company results. Appendix B to this Proxy Statement provides a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net income.

  18. Fiscal 2024 Annual Incentive Plan Award Opportunity and Results

    Fiscal 2024 Annual Incentive Plan Award Opportunity and Results

  19. Fiscal 2024 Annual Incentive Plan Award Opportunity and Results

    | Financial Metric (dollars in millions) | Weight | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | Results | Approved Payout % | | Net sales | 50% | $6,779 | $6,953 | $7,162 | $6,467.6 | 0% | | Adjusted EBITDA | 50% | $1,417 | $1,540 | $1,694 | $1,416.7 | 0% |

  20. Final Approved Payout as a Percentage of Target Award Opportunity: 0%

    Final Approved Payout as a Percentage of Target Award Opportunity: 0% Both our AIP and LTIP are designed to incentivize management and other employees by tying the payout to specific Company performance results. 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. These adjustments include, but are not limited to, the following types of categories: •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. The Compensation Committee made no adjustments to the fiscal 2024 AIP awards. In July 2023, for fiscal 2024, the Compensation Committee approved an increase in target AIP for Messrs. Smith and Schroeder in connection with their promotions to Chief Operating Officer and President, International, respectively. The Compensation Committee left the target AIP award opportunities for Mr. Werner and Ms. Madarieta unchanged. Ms. Rajagopalan's target AIP award opportunity was established when she joined the Company in June 2023. The target award opportunities and amounts earned for our NEOs in fiscal 2024 are shown in the table below.

  21. Final Approved Payout as a Percentage of Target Award Opportunity: 0%

    | NEO | AIP Target as % of Base Salary | Fiscal 2024 AIP Target Award | Fiscal 2024 AIP Payout % | | Thomas P. Werner | 150% of salary | $1,650,000 | 0% | | Bernadette M. Madarieta | 100% of salary | $600,000 | 0% | | Michael J. Smith | 115% of salary | $862,500 | 0% | | Sukshma A. Rajagopalan¹ | 70% of salary | $323,077 | 0% | | Marc J.P.H. Schroeder² | 100% of salary | $623,628 | 0% |

  22. Final Approved Payout as a Percentage of Target Award Opportunity: 0%

    1.Ms. Rajagopalan joined the Company as Chief Information and Digital Officer in June 2023. Ms. Rajagopalan’s AIP target was established in connection with her joining the Company on June 26, 2023, and was prorated down from $350,000 to reflect her hire date after the start of fiscal 2024. 2.Mr. Schroeder’s cash compensation is converted from Euros to USD throughout this Proxy Statement using a 1.08 exchange rate.

  23. 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 2024 LTIP, our regular long-term incentive plan, which aligns long-term compensation with the achievement of pre-determined financial goals. For fiscal 2024, 60% of the long-term program for all NEOs was comprised of PSAs with a three-year performance period to further support a pay-for-performance culture and alignment with long-term stockholder value creation. The remaining 40% of the LTIP for fiscal 2024 for all NEOs was comprised of RSUs that vest over a three-year period. Performance Share Awards. The fiscal 2024 PSAs are designed to provide an opportunity to earn a defined number of shares of our common stock if we achieve pre-established three-year performance targets. Half of the fiscal 2024 PSAs is earned based on our relative TSR performance against the S&P 500 Packaged Foods and Meats companies (“TSR Peer Group”) and the other half is earned based on our three-year average annual growth rate (AAGR) in Adjusted EBITDA versus Adjusted EBITDA AAGR goals. At the beginning of the three-year performance period, the threshold, target and maximum relative TSR and Adjusted EBITDA AAGR performance targets are set by the Compensation Committee for the entire three-year performance period. Dividend equivalents are accrued at the regular dividend rate in additional performance shares for both the relative TSR and Adjusted EBITDA AAGR performance metrics on the portion of the performance shares actually earned and are subject to the same service and performance-vesting requirements as the underlying PSAs. Relative TSR PSAs 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, as follows:

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

    | Lamb Weston Three-Year Relative TSR Percentile Rank | Percent of Target PSAs Earned | | <25th Percentile | 0% | | 25th Percentile (Threshold) | 50% | | 50th Percentile (Target) | 100% | | >=75th Percentile (Maximum) | 200% |

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

    If our relative TSR performance is between levels, the number of PSAs earned is interpolated. Notwithstanding our relative TSR performance, if our absolute TSR is negative, the payout may be no greater than 100% of the target PSAs.

  26. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

    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 26, 2024.

  27. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

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

  28. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

    Adjusted EBITDA AAGR PSAs The threshold, target and maximum Adjusted EBITDA AAGR growth goals for each of the three years in the performance period are pre-determined percentage increases over the actual results from the prior year. Achievement is measured in annual sub-periods by comparing year-over-year growth against the three-year AAGR 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 AAGR performance metric. The three-year Adjusted EBITDA AAGR targets are intended to be challenging and appropriately incentivize management to continue to grow Adjusted EBITDA. 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.

  29. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

    | Fiscal 2024 PSA Sub- periods | Growth Period | Achievement Level Determination | | Year 1 | Fiscal 2023 – Fiscal 2024 | Year-over-year percentage growth vs. three-year AAGR Target | | Year 2 | Fiscal 2024 – Fiscal 2025 | | | Year 3 | Fiscal 2025 – Fiscal 2026 | | | The number of PSAs earned: (number of shares granted at target + dividend equivalents) x (average of the three annual sub-period achievement levels) | | |

  30. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

    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 2024 will vest ratably, 33%, 33% and 34% on vesting dates that are shortly after 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 requirements as the underlying RSUs. For fiscal 2024, the Compensation Committee increased the target LTIP opportunity for Ms. Madarieta to be more aligned to market and Mr. Smith in connection with his promotion to Chief Operating Officer. The target LTIP compensation opportunity and the target number of annual PSAs and RSUs granted to our current NEOs during fiscal 2024 under the LTIP structure are shown below.

  31. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

    | Named Executive Officer | Fiscal 2024 Total LTIP Target | Award Type | Fiscal 2024 Target | Fiscal 2024 Target Units¹ | | Thomas P. Werner | $5,250,000 | PSA | $3,150,000 | 30,820 | | | | RSU | $2,100,000 | 20,547 | | Bernadette M. Madarieta | $1,200,000 | PSA | $720,000 | 7,044 | | | | RSU | $480,000 | 4,696 | | Michael J. Smith | $1,875,000 | PSA | $1,125,000 | 11,006 | | | | RSU | $750,000 | 7,338 | | Sukshma A. Rajagopalan | $650,000 | PSA | $390,000 | 3,816 | | | | RSU | $260,000 | 2,455 | | Marc J.P.H. Schroeder | $1,150,000 | PSA | $690,000 | 6,750 | | | | RSU | $460,000 | 4,500 |

  32. Relative TSR Peer Group—S&P 500 Packaged Foods and Meats Companies

    1.The number of target shares awarded for both RSUs and PSAs are determined by dividing the grant date target value by the grant date closing stock price, rounded down to the nearest whole share. Due to the nuances of the valuation methodology for the PSAs linked to relative TSR, the reported accounting grant date fair values of the PSA awards differ from the target LTIP values assigned to such awards. The grant date fair values are computed in accordance with FASB ASC Topic 718 for stock awards. For further information, see Note 1 of the Summary Compensation Table under "Executive Compensation Tables—Summary Compensation Table—Fiscal 2024" in this Proxy Statement.

  33. Outstanding Long-Term Performance Awards

    Outstanding Long-Term Performance Awards Fiscal 2024-2026 PSAs. As described above, the fiscal 2024 PSA financial metrics are weighted equally between relative TSR and three-year Adjusted EBITDA AAGR. •The PSAs linked to relative TSR will be evaluated at the end of the three-year performance period; as of the end of fiscal 2024, the relative TSR portion of the fiscal 2024-2026 PSAs was below threshold, which would result in no payout of the relative TSR PSAs. •For PSAs linked to Adjusted EBITDA AAGR: ◦Adjusted EBITDA AAGR - Year 1 sub-period (fiscal 2024) Adjusted EBITDA increased by 15.5%. This resulted in a payout for the Year 1 sub-period at 200% of the target PSAs. ◦This achievement level for the fiscal 2024 Adjusted EBITDA AAGR metric will be averaged with the achievement levels of the other fiscal sub-periods’ results at the end of the three-year performance period to determine the final number of Adjusted EBITDA AAGR PSAs earned. Fiscal 2023-2025 PSAs. The fiscal 2023 PSA financial metrics are also weighted equally between relative TSR and three-year Adjusted EBITDA AAGR •The PSAs linked to relative TSR will be evaluated at the end of the three-year performance period; as of the end of fiscal 2024, the relative TSR portion of the fiscal 2023-2025 PSAs was above the 75th percentile, which would result in 200% of target PSAs. •For PSAs linked to Adjusted EBITDA AAGR: ◦Adjusted EBITDA AAGR - Year 2 sub-period (fiscal 2024) year-over-year growth was the same as noted above with a year-over-year increase of 15.5%, resulting in a payout of 200% of the target PSAs for this sub-period. ◦Adjusted EBITDA AAGR - Year 1 sub-period (fiscal 2023) year-over-year growth was 67.4%, resulting in a payout of 200% of the target PSAs for this sub-period. ◦The achievement level for the three fiscal sub-periods will be averaged at the end of the performance period to determine the final number of Adjusted EBITDA AAGR PSAs earned. Fiscal 2022-2024 PSAs. The fiscal 2022 PSAs were earned at 83% of target based on fiscal 2022 performance and remained subject to the service-based vesting requirement for the two years following the performance period. These PSAs vested in July 2024. Fiscal 2023-2025 Leveraged Performance Units. As previously disclosed in other SEC filings, in fiscal 2023, 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 (other than Ms. Rajagopalan and Mr. Schroeder who joined the Company after the grant date), as part of the Board’s executive retention program and to further incentivize management to enhance stockholder value over the long-term. 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 performance-based unit component, comprising 50% of these special awards, are Leveraged Performance Units (“LPUs”), the vesting of which depend on achievement of stock price appreciation goals. The minimum, target and maximum stock price appreciation levels are outlined in the following table. 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.

  34. Outstanding Long-Term Performance Awards

    | Stock Price Appreciation | % of Target LPUs Vesting | | <25% | 0% | | 25% (Minimum) | 50% | | 50% (Target) | 100% | | >=75% (Maximum) | 300% |

  35. Outstanding Long-Term Performance Awards

    If performance is between levels, the number of LPUs earned is interpolated. 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. •The LPUs are currently below threshold. Fiscal 2023-2025 Lamb-Weston/Meijer v.o.f ("LW EMEA") Cash-Based Long-Term Incentive had been awarded to Mr. Schroeder prior to our acquisition of the remaining 50% interest in LW EMEA in February 2023. At the time of the acquisition, the outstanding metrics were amended to mirror the total company AIP Adjusted EBITDA metric performance earned to align the LW EMEA participants to performance results of the total company. •Year 2 (fiscal 2024) performance is the same as noted above for the AIP Adjusted EBITDA metric, resulting in a payout of 0% of the target for the LW EMEA cash-based LTI for this sub-period. •Year 1 (fiscal 2023) Adjusted EBITDA for AIP exceeded the maximum goal, resulting in a payout of 200% of the target for the LW EMEA cash-based LTI for this sub-period. •The achievement level for the three fiscal sub-periods will be averaged at the end of the performance period to determine the final value of the LW EMEA cash-based LTI.

  36. Timing of Equity Grants

    Timing of Equity Grants Under the Company’s policies and practices, the approval of long-term equity incentive compensation for the Company’s regular annual equity awards to its executive officers is typically made early in each fiscal year (in July). These grants are then made effective shortly after the date of filing of the Company’s Form 10-K for its prior fiscal year. This equity grant approach is used by the Compensation Committee in order to best help ensure the grants to executive officers are made only during an open window, and after the release of the Company’s material non-public information regarding its most recently-completed fiscal year. Additionally, the Compensation Committee does not factor any material non-public information into its design and approval of the terms of such regular annual equity awards. Including for grants made during fiscal 2024, the Company does not time the disclosure of material non-public information for purposes of affecting the value of executive compensation. During fiscal 2024, the Company did not grant stock options (or similar awards) to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  37. Other Elements of Our Fiscal 2024 Executive Compensation Program

    Other Elements of Our Fiscal 2024 Executive Compensation Program Health, Welfare and Retirement 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, for NEOs residing in the United States we maintain a qualified 401(k) retirement plan (with a Company match on employee contributions) in which our U.S. NEOs are entitled to participate on the same terms as our other employees. Mr. Schroeder, who resides in the Netherlands, participates in a defined contribution plan specific to employees in the Netherlands. Additionally, as further described in the section below entitled “Executive Compensation Tables—Pension Benefits—Fiscal 2024,” Mr. Werner is a participant in Conagra’s frozen supplemental retirement plan, which is a pension plan. No other NEOs participate in a pension plan. Our U.S. based 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. For additional information, see the section below entitled “Executive Compensation Tables—Non-Qualified Deferred Compensation—Fiscal 2024.” We include contributions made to our 401(k) plan, on behalf of U.S. based NEOs, contributions made to the Netherlands defined contribution plan on behalf of Mr. Schroeder and voluntary deferred compensation accounts in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2024” under “Executive Compensation Tables” below. 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 for financial planning services. 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. In fiscal 2024, the Compensation Committee increased Mr. Werner’s stock ownership guideline from 500% of base salary to 600% of base salary. The following table reflects stock ownership guidelines as of May 26, 2024, for each of our current NEOs. See “Information on Stock Ownership” below for information about each NEO’s stock ownership.

  38. 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 Compensation Committee reviewed F.W. Cook’s independence under SEC and NYSE rules and determined that 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.

  39. Fiscal 2024 Peer Group

    Fiscal 2024 Peer Group The Compensation Committee utilized the following peer group to inform fiscal 2024 pay decisions:

  40. Fiscal 2024 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. |

  41. Fiscal 2024 Peer Group

    During fiscal 2024, the Compensation Committee, with support from F.W. Cook, reviewed the peer group to ensure continued appropriateness for Lamb Weston using the following selection criteria: •similar size based on revenue, enterprise value and market capitalization; •similar industry and/or business characteristics; and •competitors for executive talent. Based on its review of the peer group, the Compensation Committee approved changes to the group in December 2023. To better position the Company near the median in market capitalization, the Compensation Committee removed B&G Foods, Inc. and added Kellanova, Lancaster Colony Corporation and Ingredion Incorporated. The Compensation Committee utilized the following peer group to inform fiscal 2025 pay decisions:

  42. Fiscal 2025 Peer Group

    Fiscal 2025 Peer Group

  43. Fiscal 2025 Peer Group

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

  44. Fiscal 2025 Peer Group

    | Compensation Committee Report for the Year Ended May 26, 2024 | | 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 26, 2024, which was filed with the SEC on July 24, 2024. | | Compensation Committee: Maria Renna Sharpe, Chair Charles A. Blixt Robert J. Coviello1 Hala G. Moddelmog Robert A. Niblock 1Mr. Coviello served on the Compensation Committee until September 2023. |

  45. Summary Compensation Table—Fiscal 2024

    Summary Compensation Table—Fiscal 2024 The table below presents compensation information paid to or earned by our NEOs under our compensation programs during fiscal 2024 and, as applicable, during fiscal 2023 and fiscal 2022.

  46. Summary Compensation Table—Fiscal 2024

    | 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 | 2024 | 1,100,000 | — | 5,558,678 | — | — | 1,249 | 377,099 | 7,037,026 | | 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 | | Bernadette M. Madarieta | 2024 | 600,000 | — | 1,270,444 | — | — | — | 156,600 | 2,027,044 | | 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 | 2024 | 750,000 | — | 1,985,092 | — | — | — | 487,839 | 3,222,931 | | 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 | | Sukshma A. Rajagopalan | 2024 | 461,538 | 350,000(5) | 2,188,230 | — | — | — | 34,593 | 3,034,361 | | Chief Information and Digital Officer | | | | | | | | | — | | Marc J.P.H. Schroeder | 2024 | 625,108 | | 1,217,419 | — | 741,122 | — | 88,804 | 2,672,453 | | President, International | | | | | | | | | |

  47. Summary Compensation Table—Fiscal 2024

    (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 2024 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 and PSAs for fiscal 2024. For the PSAs awarded to the NEOs in fiscal 2024, 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 8 to the consolidated financial statements contained in Lamb Weston’s Annual Report on Form 10-K for the 2024 fiscal year, filed with the SEC on July 24, 2024.

  48. Summary Compensation Table—Fiscal 2024

    | NEO | Grant Date Fair Value of Fiscal 2024 RSUs ($) | Grant Date Fair Value of Fiscal 2024 PSAs at Probable (Target) Performance Level ($) | Grant Date Fair Value of Fiscal 2024 PSAs at Maximum Performance Level ($) | | Thomas P. Werner | 2,099,903 | 3,458,775 | 6,917,550 | | Bernadette M. Madarieta | 479,931 | 790,513 | 1,581,026 | | Michael J. Smith | 749,944 | 1,235,148 | 2,470,296 | | Sukshma A. Rajagopalan | 1,759,979(a) | 428,251 | 856,502 | | Marc J.P.H. Schroeder | 459,900 | 757,519 | 1,515,038 |

  49. Summary Compensation Table—Fiscal 2024

    (a)Value represents RSUs granted in connection with Ms. Rajagopalan's joining Lamb Weston as well as her annual grant of RSUs. (2)Reflects awards earned under our AIP, which are paid in July of the following fiscal year. A description of the fiscal 2024 AIP is included in the “Compensation Discussion and Analysis” section above. For Mr. Schroeder, the payment is for the cash-based incentive award under the LW EMEA long-term incentive plan, which was in existence prior to our acquisition of LW EMEA. (3)The measurement date for the pension value for fiscal 2024 was May 26, 2024. Lamb Weston does not offer above-market (as defined by SEC rules) or preferential earnings rates in its deferred compensation plans. For fiscal 2024, 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 Lamb Weston's separation from Conagra in November 2016) was $1,249. None of the other NEOs participate in the pension plans. (4)The amounts shown in the “All Other Compensation” column for fiscal 2024 include the following:

  50. Summary Compensation Table—Fiscal 2024

    | NEO | Company Contribution to 401(k) Plan ($) | Company Contribution to Non-Qualified Deferred Compensation Plan ($) | Other ($) | Total ($) | | Thomas P. Werner | 30,150 | 325,600 | 21,349(a) | 377,099 | | Bernadette M. Madarieta | 30,842 | 125,758 | — | 156,600 | | Michael J. Smith | 32,556 | 156,444 | 298,839(b) | 487,839 | | Sukshma A. Rajagopalan | 26,539 | — | 8,054(c) | 34,593 | | Marc J.P.H. Schroeder | — | — | 88,804(d) | 88,804 |

  51. Summary Compensation Table—Fiscal 2024

    (a)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 relocation. Mr. Smith’s relocation payment was made in accordance with Lamb Weston’s relocation policy and includes a payment of $33,782 to offset applicable imputed income tax obligations. (c)Represents amount paid in connection with the executive financial planning services. (d)Represents amounts paid for the Netherlands defined contribution plan ($26,328), company car allowance ($26,929), schooling fees ($32,293), and worker's cost allowance ($3,254). (5)The amount shown reflects the bonus payment to Ms. Rajagopalan in connection with her joining Lamb Weston. This amount must be repaid by Ms. Rajagopalan upon her voluntarily or involuntarily termination, except for reasons unrelated to her performance or behavior, as follows: (i) 100% if termination occurs during her first year of employment or (ii) 50% if termination occurs during her second year of employment.

  52. Grants of Plan-Based Awards—Fiscal 2024

    Grants of Plan-Based Awards—Fiscal 2024 The following table presents information about grants of plan-based awards (equity and non-equity) during fiscal 2024 to our NEOs. Please refer to the “Compensation Discussion and Analysis” section above for further information about these grants.

  53. Grants of Plan-Based Awards—Fiscal 2024

    | | | | Estimated Possible Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | (#) | (#) | $/Sh | | | Thomas P. Werner | 7/19/2023 | 7/27/2023 | | | | — | | | 20,547 | | | 2,099,903 | | | 7/19/2023 | 7/27/2023 | | | | — | 30,820(2) | 61,640(2) | | | | 3,458,775 | | | 7/19/2023 | | — | 1,650,000 | 3,300,000 | | | | | | | | | Bernadette M. Madarieta | 7/19/2023 | 7/27/2023 | | | | — | | | 4,696 | | | 479,931 | | | 7/19/2023 | 7/27/2023 | | | | — | 7,044(2) | 14,088(2) | | | | 790,513 | | | 4/7/2023 | | — | 600,000 | 1,200,000 | | | | | | | | | Michael J. Smith | 7/19/2023 | 7/27/2023 | | | | — | | | 7,338 | | | 749,944 | | | 7/19/2023 | 7/27/2023 | | | | — | 11,006(2) | 22,012(2) | | | | 1,235,148 | | | 4/7/2023 | | — | 862,500 | 1,725,000 | | | | | | | | | Sukshma A. Rajagopalan | 4/20/2023 | 6/26/2003 | | | | — | | | 13,082(3) | | | 1,499,982 | | | 7/19/2023 | 7/27/2023 | | | | | | | 2,544 | | | 259,997 | | | 7/19/2023 | 7/27/2023 | | | | — | 3,816(2) | 7,632(2) | | | | 428,251 | | | 7/19/2023 | | — | 323,077 | 646,154 | | | | | | | | | Marc J.P.H. Schroeder | 7/19/2023 | 7/27/2023 | | | | — | | | 4,500 | | | 459,900 | | | 7/19/2023 | 7/27/2023 | | | | — | 6,750(2) | 13,500(2) | | | | 757,519 | | | 4/7/2023 | | — | 623,628 | 1,247,256 | | | | | | | |

  54. Grants of Plan-Based Awards—Fiscal 2024

    (1)Represents cash award opportunities for fiscal 2024 under the AIP for each of our NEOs. Actual cash awards paid to the NEOs for fiscal 2024 are reported in the “Summary Compensation Table—Fiscal 2024” under the “Non-Equity Incentive Plan Compensation” column. A description of the fiscal 2024 AIP is included in “Compensation Discussion and Analysis—What We Pay and Why—Annual Cash Incentive Compensation (Annual Incentive Plan)” above. The award value for Ms. Rajagopalan is prorated from her June 26, 2023 start date. (2)Amounts reflect the Lamb Weston PSAs granted for each of our NEOs under the Lamb Weston long-term incentive program for the fiscal 2024 to 2026 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 Incentive Plan)” above. (3)Amount reflects the number of RSUs awarded in connection with Ms. Rajagopalan joining the company. (4)The amounts shown reflect the fair value on the date of grant of RSUs and PSAs granted in fiscal 2024, computed in accordance with FASB ASC Topic 718. The grant date fair value of Lamb Weston PSAs 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 and PSAs, based on normal dividend rates, and are payable in shares of Lamb Weston common stock, with respect to RSUs only if the related RSUs vest and on PSAs only if the related PSAs are actually earned based on certification of performance and vesting and, in each case, are subject to the same vesting requirements as the underlying RSUs or PSAs, as applicable.

  55. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2024

    Outstanding Equity Awards at Fiscal Year-End—Fiscal 2024 The following table lists all Lamb Weston stock options, RSUs, PSAs and LPUs outstanding as of May 26, 2024 for each of our NEOs.

  56. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2024

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option 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 | 66,891 | 135,811(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2021 | — | — | — | — | 31,300(4) | 2,792,273 | — | — | | | 7/29/2022 | — | — | — | — | 17,672(4) | 1,576,519 | — | — | | | 7/27/2023 | — | — | — | — | 20,736(4) | 1,849,859 | — | — | | | 7/29/2021 | — | — | — | — | 38,970(5) | 3,476,692 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 33,685(6) | 3,005,039 | | | 7/29/2022 | — | — | — | — | — | — | 58,597(7) | 5,227,438 | | | 7/27/2023 | — | — | — | — | — | — | 31,102(8) | 2,774,609 | | Bernadette M. Madarieta | 7/29/2022 | 14,524 | 29,491(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2021 | — | — | — | — | 7,029(4) | 627,057 | — | — | | | 7/29/2022 | — | — | — | — | 3,913(4) | 349,079 | — | — | | | 7/27/2023 | — | — | — | — | 4,739(4) | 422,766 | — | — | | | 7/29/2021 | — | — | — | — | 8,752(5) | 780,766 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 7,313(6) | 652,393 | | | 7/29/2022 | — | — | — | — | — | — | 12,723(7) | 1,135,019 | | | 7/27/2023 | — | — | — | — | — | — | 7,108(8) | 634,105 | | Michael J. Smith | 7/29/2022 | 17,200 | 34,923(3) | $79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2021 | — | — | — | — | 8,324(4) | 742,584 | — | — | | | 7/29/2022 | — | — | — | — | 4,635(4) | 413,488 | — | — | | | 7/27/2023 | | | | | 7,405(4) | 660,600 | | | | | 7/29/2021 | — | — | — | — | 10,364(5) | 924,572 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 8,661(6) | 772,648 | | | 7/29/2022 | — | — | — | — | — | — | 15,067(7) | 1,344,127 | | | 7/27/2023 | — | — | — | — | — | — | 11,106(8) | 990,766 | | Sukshma A. Rajagopalan | 6/26/2023 | — | — | | | 13,202(4) | 1,177,750 | — | — | | | 7/27/2023 | — | — | — | — | 2,567(4) | 229,002 | — | — | | | 7/27/2023 | — | — | — | — | — | — | 3,850(8) | 343,459 | | Marc J.P.H. Schroeder | 4/11/2023 | — | — | | | 11,704(9) | 1,044,114 | — | — | | | 7/27/2023 | — | — | — | — | 4,541(4) | 405,103 | — | — | | | 7/27/2023 | — | — | — | — | — | — | 6,812(8) | 607,699 |

  57. Outstanding Equity Awards at Fiscal Year-End—Fiscal 2024

    (1)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 and PSAs is calculated using $89.21 per share, which was the closing market price of Lamb Weston common stock on the NYSE on May 24, 2024, the last trading day of fiscal 2024. 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 in fiscal 2022 vest in full on the third anniversary of the grant date. RSUs granted in fiscal 2023 and 2024 vest 33%, 33% and 34% on or shortly after each of the first three anniversaries of the grant date, respectively. The number of RSUs includes accrued dividend equivalents. (5)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 vested in full on July 29, 2024. (6)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. (7)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 amounts reported in this column are based on target achievement. 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. (8)Reflects the number of Lamb Weston shares that remain subject to time-based and performance-based vesting under Lamb Weston PSAs for the fiscal 2024 to 2026 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. (9)The RSUs granted in connection with the acquisition of LW EMEA vest 100% on the third anniversary of the grant date.

  58. Option Exercises and Stock Vested—Fiscal 2024

    Option Exercises and Stock Vested—Fiscal 2024 The following table summarizes the stock options, RSUs and/or PSAs held by our NEOs that were exercised or settled during fiscal 2024.

  59. Option Exercises and Stock Vested—Fiscal 2024

    | | 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 | — | — | 75,118 | 7,670,903 | | Bernadette M. Madarieta | — | — | 5,121 | 522,752 | | Michael J. Smith | — | — | 17,423 | 1,778,540 | | Sukshma A. Rajagopalan | — | — | — | — | | Marc J.P.H. Schroeder | — | — | — | — |

  60. Option Exercises and Stock Vested—Fiscal 2024

    (1)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 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 his early retirement eligibility.

  61. Pension Benefits—Fiscal 2024

    Pension Benefits—Fiscal 2024 Lamb Weston does not maintain any active defined benefit pension plans for its executive officers. However, prior to Lamb Weston’s separation from Conagra, Mr. Werner participated in Conagra’s frozen supplemental retirement plan, a non-qualified pension plan (the “Non-Qualified Pension”). Liability for the Non-Qualified Pension was transferred to Lamb Weston in connection with the separation. Going forward, our NEOs will not accrue benefits under the Non-Qualified Pension.

  62. Pension Benefits—Fiscal 2024

    Pension Benefits—Fiscal 2024 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's measurement date of May 26, 2024. None of our NEOs other than Mr. Werner participate in a pension plan.

  63. Pension Benefits—Fiscal 2024

    | Name | Plan Name(1) | Number of Years Credited Service (#)(2) | Present Value of Accumulated Benefit ($)(3) | | Thomas P. Werner | Non-Qualified Pension | 17.7 | 53,476 | | Bernadette M. Madarieta | — | — | — | | Michael J. Smith | — | — | — | | Sukshma A. Rajagopalan | — | — | — | | Marc J.P.H. Schroeder | — | — | — |

  64. Pension Benefits—Fiscal 2024

    (1)Non-Qualified Pension refers to the ConAgra Foods, Inc. Non-qualified Pension Plan. There were no plan payments for fiscal 2024. (2)The number of years of credited service is calculated as of May 26, 2024, which is the pension plan measurement date used for Lamb Weston’s financial statement reporting purposes. (3)The present value of the accumulated benefit is an actuarial value determined by applying a 5.61% discount rate against a $495.45 monthly accrued benefit with an assumption of the benefit commencing at age 65.

  65. Non-Qualified Deferred Compensation—Fiscal 2024

    Non-Qualified Deferred Compensation—Fiscal 2024 The table following this summary shows the non-qualified deferred compensation activity for each of our NEOs during fiscal 2024. 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 or her 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 applicable participant’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 2024.

  66. Non-Qualified Deferred Compensation—Fiscal 2024

    Non-Qualified Deferred Compensation—Fiscal 2024 The following table provides certain information regarding our NEOs’ participation in non-qualified deferred compensation plans in fiscal 2024.

  67. Non-Qualified Deferred Compensation—Fiscal 2024

    | 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 | 202,750 | 325,600 | 134,160 | — | 7,139,537 | | Bernadette M. Madarieta | LW Voluntary Deferred Comp Plan | 83,839 | 125,758 | 82,217 | — | 669,196 | | Michael J. Smith | LW Voluntary Deferred Comp Plan | 208,592 | 156,444 | 127,915 | (146,723) | 990,328 | | Sukshma A. Rajagopalan | LW Voluntary Deferred Comp Plan | — | — | — | — | — | | Marc J.P.H. Schroeder | Not Applicable | — | — | — | — | — |

  68. Non-Qualified Deferred Compensation—Fiscal 2024

    (1)The amounts reported in this column for the NEOs are reported in the “Salary” column of the “Summary Compensation Table—Fiscal 2024.” (2)The amounts reported for the NEOs are included in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2024.” 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 2024.” (4)The following amounts from this column were reported in the Summary Compensation Tables for prior fiscal years for the following NEOs: Mr. Werner: $1,670,862, Ms. Madarieta: $39,904, and Mr. Smith: $442,769. 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.

  69. 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 26, 2024 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 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 26, 2024, the last day of fiscal 2024. 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.

  70. CEO Pay Ratio

    CEO Pay Ratio Below is (i) the fiscal 2024 annual total compensation of our Chief Executive Officer (“CEO”); (ii) the median of the fiscal 2024 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:

  71. CEO Pay Ratio

    CEO Pay Ratio

  72. CEO Pay Ratio

    | CEO Annual Total Compensation(1) | $7,037,026 | | Median Employee Annual Total Compensation(1) | $59,742 | | CEO to Median Employee Pay Ratio | 118:1 |

  73. CEO Pay Ratio

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

  74. CEO Pay Ratio Methodology

    CEO Pay Ratio Methodology Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC 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 10,712 employees (excluding our CEO) as of May 26, 2024, which was the end of our fiscal 2024. 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 2024, between May 29, 2023 and May 26, 2024 (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 2024 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.

  75. Pay Versus Performance Disclosure—Fiscal 2024

    Pay Versus Performance Disclosure—Fiscal 2024 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.

  76. Pay Versus Performance Table

    Pay Versus Performance Table

  77. Pay Versus Performance Table

    | | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on:(4) | | GAAP Net Income ($mil.) | Adjusted EBITDA | | Year(1) | | | | | Lamb Weston Total Shareholder Return | Peer Group Total Shareholder Return(5) | | including unconsolidated joint ventures ($mil.)(6) | | FY2024 | $7,037,026 | $(5,774,697) | $2,739,197 | $1,046,363 | $157 | $124 | $726 | $1,417 | | FY2023 | $20,352,276 | $40,007,566 | $5,456,807 | $9,221,443 | $190 | $137 | $1,009 | $1,249 | | 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 |

  78. Pay Versus Performance Table

    (1)Thomas P. Werner has served as the PEO for the entirety of fiscal 2024, fiscal 2023, fiscal 2022 and fiscal 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: •FY2024: Bernadette M. Madarieta, Michael J. Smith, Sukshma A. Rajagopalan and Marc J.P.H. Schroeder •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 •FY 2021: 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.

  79. Pay Versus Performance Table

    | | Fiscal Year 2024 | | | | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $7,037,026 | $2,739,197 | | Minus Change in Pension Value Reported in SCT for the Fiscal Year | $1,249 | $0 | | Plus Pension Value Service Cost for the Fiscal Year | $0 | $0 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Fiscal Year | $5,558,678 | $1,665,296 | | 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 | $5,088,498 | $1,475,573 | | 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 | $(11,421,706) | $(1,417,145) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | $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 | $(918,588) | $(85,966) | | 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 | | 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 | | Compensation Actually Paid | $(5,774,697) | $1,046,363 |

  80. 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. (4)Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on May 31, 2020 and ending on each of our 2021, 2022, 2023 and 2024 fiscal year ends, respectively, calculated in accordance with Item 201(e) of Regulation S-K. It represents the cumulative TSR as of each date, based on a deemed fixed investment of $100 at market close on May 31, 2020. (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 is the Company-selected measure. Values shown reflect Adjusted EBITDA as calculated for purposes of our executive compensation program for the applicable reporting fiscal year (a non-GAAP financial measure). See Appendix B 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 2024. 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 •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 four fiscal years ending May 26, 2024 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. 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. 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.