DEF 14A of Lamb Weston Holdings, Inc.
Filed Aug 7, 2025 · FY20250001679273-25-000060
Who May Vote
| | Page | | Potential Payments Upon Termination or Change of Control | 67 | | CEO Pay Ratio | 73 | | Pay Versus Performance Disclosure—Fiscal 2025 | 74 | | INFORMATION ON STOCK OWNERSHIP | 78 | | OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING | 80 | | PROCEDURAL MATTERS AND FREQUENTLY ASKED QUESTIONS | 80 | | 2026 ANNUAL MEETING OF STOCKHOLDERS | 84 | | Stockholder Proposals for Possible Inclusion in the Company’s 2026 Proxy Statement | 84 | | Other Proposals and Nominations for the 2026 Annual Meeting | 84 | | Universal Proxy Rules for Director Nominations | 84 | | APPENDIX A — RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES TO REPORTED AMOUNTS | A-1 |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The table below provides summary information about each director nominee as of August 1, 2025.
BOARD OF DIRECTORS
| Name | Age | Director Since | Occupation and Experience | Independent | Audit & Finance | Comp & HC | N&CG | | Bradley A. Alford (Chairman) | 69 | 2025 | Former Operating Partner, Advent International Corporation | Yes | | | | | Peter J. Bensen | 63 | 2017 | President, Bensen LLC | Yes | | Chair | X | | Robert J. Coviello | 57 | 2020 | Former Chief Sustainability and Government Affairs Officer, Bunge Global SA | Yes | | X | X | | André J. Hawaux | 64 | 2017 | Former EVP and Chief Operating Officer, DICK’S Sporting Goods, Inc. | Yes | Chair | | | | Ruth Kimmelshue | 62 | 2025 | Senior Advisor, Continental Grain Company | Yes | | X | X | | Lawrence E. Kurzius | 67 | 2025 | Former Executive Chairman, McCormick & Company Incorporated | Yes | | X | X | | Paul T. Maass | 59 | 2025 | Chief Executive Officer, The Scoular Company | Yes | X | | | | Timothy R. McLevish | 70 | 2025 | Managing Partner, Strategic Advisory Partners, LLC | Yes | X | | | | Hala G. Moddelmog | 69 | 2017 | President and Chief Executive Officer, Woodruff Arts Center | Yes | | X | Chair | | Scott Ostfeld | 48 | 2025 | Managing Partner and Portfolio Manager, JANA Partners Management, LP | Yes | | X | X | | Norman Prestage | 60 | 2024 | Former Partner, Ernst & Young LLP | Yes | X | | | | Michael J. Smith | 48 | 2025 | President and Chief Executive Officer, Lamb Weston | No | | | |
BOARD OF DIRECTORS
X = Committee member
ITEM 1. ELECTION OF DIRECTORS
ITEM 1. ELECTION OF DIRECTORS
Director Nomination and Qualification
Director Nomination and Qualification The Nominating and Corporate Governance Committee (the “Governance Committee”) of our Board is responsible for identifying, evaluating and recommending to the Board director nominees for election at the Annual Meeting. The Governance Committee considers Board candidates suggested by Board members, management and stockholders. The Governance Committee may also retain a third-party search firm to identify candidates. Based on the Governance Committee’s recommendation, our Board has nominated the following current directors for election at the Annual Meeting: Bradley A. Alford, Peter J. Bensen, Robert J. Coviello, André J. Hawaux, Ruth Kimmelshue, Lawrence E. Kurzius, Paul T. Maass, Timothy R. McLevish, Hala G. Moddelmog, Scott Ostfeld, Norman Prestage and Michael J. Smith. Rita Fisher will not be standing for re-election at the Annual Meeting, and as a result, the Board anticipates reducing the number of directors on the Board to 12 directors following the Annual Meeting. All of the director nominees were elected by stockholders at our 2024 annual meeting of stockholders, except for each of Ms. Kimmelshue and Messrs. Alford, Kurzius, McLevish, Maass, Ostfeld, Prestage and Smith who joined our Board after the annual meeting and each of whom is standing for election by our stockholders for the first time at the Annual Meeting. Each of Ms. Kimmelshue and Messrs. Alford, Kurzius, McLevish, Maass and Ostfeld was appointed to join the Board following entry into the Cooperation Agreement (as defined below). Ms. Kimmelshue and Messrs. Alford, McLevish and Ostfeld were identified by shareholders of the Company, JANA Partners Management, LP (“JANA”) and Continental Grain Company (“Continental Grain” and together with JANA, the “Shareholder Parties”), and Messrs. Kurzius and Maass, who were identified by a third-party search firm, were mutually agreed upon by the Company and the Shareholder Parties. For further information regarding the Cooperation Agreement, see “Item 1. Election of Directors—Cooperation Agreement.” Prior to Mr. Prestage joining the Board, he was identified by a former non-management director and recommended to the Governance Committee as a potential director. For more information regarding the director nomination process, see “Board Committees and Membership—Nominating and Corporate Governance Committee” below.
General Qualifications
General Qualifications The Board believes all directors should possess certain attributes, including personal and professional integrity, sound business judgment and vision, to serve on our Board. We believe these characteristics are necessary to establish a competent, ethical and well-functioning Board that best represents the interests of our business, stockholders, employees, business partners and consumers. The Board does not have a specific diversity policy but recognizes the potential value of having a range of backgrounds, experiences, skill sets and perspectives on the Board. Under our Corporate Governance Principles (the “Principles”), when evaluating the suitability of individuals for nomination, the Governance Committee considers the individual’s background, the Board’s skill needs, composition and business experience. The Governance Committee also considers an individual’s ability to devote sufficient time and effort to fulfill his or her Lamb Weston responsibilities, taking into account the individual’s other commitments. In addition, the Governance Committee considers whether an individual meets various independence requirements, including whether his or her service on boards and committees of other organizations is consistent with our conflicts of interest policy. When determining whether to recommend a director for re-election, the Governance Committee also considers the director’s attendance at Board and committee meetings and participation in, and contributions to, Board and committee activities.
Board Composition
Board Composition Our Principles provide that the Governance Committee will review with the Board the requisite skills and characteristics for Board members. The Governance Committee believes that a range of perspectives and experience offers a significant benefit to the Board and Lamb Weston, as varying viewpoints contribute to a more informed and effective decision-making process. The Governance Committee seeks broad experience in relevant industries, professions and areas of expertise important to our operations, including manufacturing, marketing, finance and accounting. As shown below under “—Individual Skills and Experience,” the director nominees have varied experiences and backgrounds, which we believe provide a range of viewpoints, enabling the Board to effectively represent our business, stockholders, employees, business partners and consumers.
Individual Skills and Experience
Individual Skills and Experience When evaluating potential director nominees, the Governance Committee considers each individual’s professional expertise and educational background in addition to the qualifications described above. The Governance Committee evaluates each individual in the context of the Board as a whole. The Governance Committee works with the Board to determine the appropriate mix of individuals that will result in a Board that is strong in its collective qualifications, knowledge and experience, allowing the Board to fulfill its responsibilities and best perpetuate our long-term success and represent our stockholders’ interests. To help the Governance Committee determine whether director nominees qualify to serve on our Board and would contribute to the Board’s current and future needs, director nominees complete questionnaires regarding their backgrounds, qualifications, skills and potential conflicts of interest. Additionally, the Governance Committee conducts annual evaluations of the Board and each committee that assess the experience, skills, qualifications and contributions of each individual and of the group as a whole. Based upon its discussions with the Board, the Governance Committee has identified key competencies that are desirable for the Board to fulfill its current and future obligations, including: •Leadership Experience. Served or is serving as a Chief Executive Officer, Chief Operating Officer, Chief Administrative Officer, senior executive or advisory position, division president or functional leader within a complex organization. Leadership experience gives a director the ability to motivate, manage, identify and develop leadership qualities in others and the practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. •Financial Acumen. Experience in and an understanding of financial reporting and accounting processes and complex financial transactions. Directors with an understanding of financial reporting and accounting processes, particularly in large, global businesses, are essential for ensuring effective oversight of the Company’s financial reporting and internal controls. •Operational Experience. Significant operating experience as a current or former executive of a large global company or other large organization gives a director practical insight and expertise that will help develop, implement and assess our operating plan and business strategy. •Risk and Compliance Oversight Expertise. Experience overseeing complex risk management matters strengthens the Board’s oversight of risks facing the Company. •Strategic or Mergers & Acquisitions (“M&A”) Experience. Experience with complex strategic transactions, including mergers, acquisitions, divestitures and other corporate development activities, as well as the successful integration of acquired businesses. Directors who have experience leading organizations through significant strategic transactions and corporate development activities provide guidance and oversight as the Company implements its strategy. •Retail, Consumer Packaged Goods (“CPG”) or Industry Expertise. Experience in the food or consumer products industry, including experience in the food supply chain, or other complementary field, such as retail. Directors with experience in producing and selling products or services to consumers, or in the agricultural or food supply chain, provide valuable market and consumer insights, as well as contribute a broad understanding of industry trends. •Quick Service Restaurant (“QSR”) Expertise. Experience as executives or directors or in other leadership positions at QSRs provides valuable insights into an industry that includes many of our largest customers. •International Experience. Experience doing business internationally or focused on international issues and operations and exposure to markets, economies, and cultures outside the U.S. promotes an understanding of different cultural, political, and regulatory requirements and contributes to a range of perspectives in Board decision-making. •Corporate Governance Expertise. Experience as executives or directors of other publicly traded companies provides directors with a solid understanding of the extensive and complex oversight responsibilities of public company boards and helps further our goals of greater transparency, accountability for management and the Board and protection of our stockholders’ interests. •Environmental, Sustainability or Social Responsibility Expertise. Experience as a senior executive with responsibility in environmental matters, community affairs, and/or social responsibility initiatives, including sustainability and inclusion, or membership on a board committee with ESG oversight, supports our goals to operate ethically, and with accountability and transparency. •Human Capital Management Expertise. Experience leading large, diverse teams and human capital management initiatives contributes to the Board’s practical understanding in Company decision-making and strategy, including regarding the attraction, retention and development of our workforce. •Information Technology and Security Experience. Experience with information technology and security allows directors to provide helpful oversight with respect to cybersecurity matters and the use of technology and modernization of the Company’s technology infrastructure to enhance the efficiency of our operations. The following table highlights each director nominee’s skills, knowledge, experience and expertise. Because the table below is a summary, it does not include all of the skills, knowledge, experiences and expertise that each director nominee offers.
Individual Skills and Experience
| Skills, Knowledge, Experience and Expertise | Alford | Bensen | Coviello | Hawaux | Kimmelshue | Kurzius | Maass | McLevish | Moddelmog | Ostfeld | Prestage | Smith | | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial | ● | ● | | ● | | ● | ● | ● | ● | ● | ● | ● | | Operational | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | ● | | Risk & Compliance | | ● | ● | ● | | ● | ● | ● | | ● | ● | | | Strategic or M&A* | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Retail, CPG or Industry* | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | QSR | | ● | | | | | | | ● | | | | | International | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Corporate Governance | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | | | Environmental, Sustainability or Social Responsibility* | ● | | ● | | ● | ● | ● | | ● | | | | | Human Capital Management | ● | ● | | | | ● | ● | | ● | | | ● | | Information Technology & Security | | ● | | ● | | ● | | ● | | | | | | Board Tenure | Alford | Bensen | Coviello | Hawaux | Kimmelshue | Kurzius | Maass | McLevish | Moddelmog | Ostfeld | Prestage | Smith | | Years | < 1 | 7 | 5 | 8 | < 1 | < 1 | < 1 | < 1 | 8 | < 1 | < 1 | < 1 |
Individual Skills and Experience
*Noted directors may have one or more areas of experience. See below for more information about each director’s professional experience. The Board believes that all the director nominees are highly qualified. As the table above and biographies below show, the director nominees have significant leadership and professional experience, knowledge and skills that qualify them for service on our Board. As a group, they represent a range of views, experiences and skills. All director nominees satisfy the criteria set forth in our Principles and possess the experience, skills and qualities necessary to fully perform his or her duties as a director and contribute to our success. The Governance Committee recommended, and the Board nominated, each of the director nominees listed below for election at the Annual Meeting. All director nominees are standing for election as directors to hold office for a one-year term expiring at the 2026 annual meeting of stockholders or until his or her successor has been duly elected and qualified. The following presents information regarding each director nominee as of August 1, 2025, including information about the director’s professional experience, public company directorships held and qualifications. The persons named as proxies in the proxy card or electronic voting form will vote the shares represented by the proxy card or electronic voting form "FOR" or "AGAINST" the director nominees or "ABSTAIN" from voting, as instructed in the proxy card or electronic voting form. If a director nominee should become unavailable to serve as a director, an event that we do not anticipate occurring prior to or at the Annual Meeting, the persons designated as proxies intend to vote the shares for the person whom the Board may designate to replace that nominee. In lieu of naming a substitute, the Board may reduce the number of directors on our Board. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. THE BOARD RECOMMENDS STOCKHOLDERS VOTE FOR EACH DIRECTOR NOMINEE.
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Bradley A. Alford Age – 69 Former Operating Partner, Advent International Corporation Director Since July 2025 | Mr. Alford served as an Operating Partner at Advent International Corporation, a global private equity firm, from 2016 to 2021, and Industry Advisor for Advent International Corporation from 2014 to 2016. Prior to that, Mr. Alford served as the Chairman and Chief Executive Officer of Nestlé USA, a multinational food and beverage company, from 2006 to 2013. Mr. Alford has a Bachelor of Science degree from Miami University and a Master of Business Administration degree in marketing and finance from Indiana University. He has served on the board of directors of Perrigo Company plc since 2017 and on the board of directors of Avery Dennison Corporation since 2010. Mr. Alford previously served as director for Conagra Brands, Inc. (formerly, ConAgra Foods, Inc.), a food company (“Conagra”), from 2015 to 2018, and Nestlé USA from 2006 to 2013. Summary of experiences, qualifications and skills considered in nominating Mr. Alford: •Leadership, Strategic and International Experience: Strong leadership and strategic capabilities, insights and international experience, including from his service as Operating Partner at Advent International Corporation and Chairman and Chief Executive Officer of Nestlé USA; •CPG Expertise and Operational Experience: Extensive public and private sector industry knowledge and experience in management, operations and supply chain as well as the development and marketing of consumer products; and •Corporate Governance Expertise: Broad understanding of governance issues facing public companies from his board service to other public companies. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Peter J. Bensen Age – 63 President, Bensen LLC Director Since December 2017 | Mr. Bensen has served as President of Bensen LLC, a board consulting firm, since January 2018. Prior to that, he served as Chief Administrative Officer of McDonald’s Corporation, a quick service restaurant company, from March 2015 until his retirement in September 2016. He also served as McDonald’s Corporation’s Corporate Senior Executive Vice President and Chief Financial Officer from May 2014 through February 2015, and Corporate Executive Vice President and Chief Financial Officer from January 2008 through April 2014. Prior to joining McDonald’s Corporation in 1996, Mr. Bensen was a senior manager for Ernst & Young LLP, a professional services firm ("Ernst & Young"). Mr. Bensen is a certified public accountant and has a Bachelor of Science degree in accounting from St. Joseph’s College Indiana. He currently serves on the board of directors of CarMax, Inc., where he has served since April 2018. Mr. Bensen also served on the board of directors of Catamaran Corporation from December 2011 to July 2015. Summary of experiences, qualifications and skills considered in nominating Mr. Bensen: •Leadership, Operational and Strategic Experience: Strong leadership and strategic capabilities, insights and operational experience, including from his service as Chief Administrative Officer and Chief Financial Officer of McDonald’s Corporation; •Financial Acumen, Risk & Compliance Oversight Expertise and Information Technology and Security Experience: Significant expertise in financial reporting and internal controls and procedures, risk management and information technology and security from his experience in finance executive roles, including Chief Financial Officer at McDonald’s Corporation, which included overseeing the information technology organization; and •QSR and Industry Expertise and International Experience: Deep knowledge of the quick service restaurant industry from his service with McDonald’s Corporation, a large global quick service restaurant company. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Robert J. Coviello Age – 57 Former Chief Sustainability and Government Affairs Officer, Bunge Global SA Director Since March 2020 | Mr. Coviello served as Chief Sustainability and Government Affairs Officer of Bunge Global SA, an agribusiness and food company ("Bunge"), from May 2019 until July 2025. Prior to that, he served as Bunge’s Chief Growth and Strategy Officer from January 2019 until April 2019 and Managing Director, China, Southeast Asia and Australia from 2016 to 2018. Since joining Bunge in 2003, Mr. Coviello has also held a variety of commercial leadership positions in Asia, Europe and the United States, including Asia Commercial Director, Agribusiness and Director, Global Operations. Prior to Bunge, he served in various merchant and trading roles with Cargill, Incorporated, a provider of food, agricultural, financial and industrial products and services. Mr. Coviello has a Bachelor of Arts degree in history from Dartmouth College and a Master of Business Administration degree from Harvard Business School. Summary of experiences, qualifications and skills considered in nominating Mr. Coviello: •Leadership and Operational Experience: Strong leadership capabilities, insights and operational experience from his senior positions at Bunge, including commercial leadership positions; •Strategic and International Experience: Valuable experience in strategic and commercial leadership positions in Asia and Europe; and •Risk & Compliance Oversight and Environmental, Sustainability & Social Responsibility Expertise: Deep expertise in risk and compliance oversight and strong understanding and knowledge in environmental and sustainability matters and government affairs from his experience as Chief Sustainability Officer and Government Affairs of Bunge. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | André J. Hawaux Age – 64 Former Executive Vice President and Chief Operating Officer, DICK’S Sporting Goods, Inc. Director Since July 2017 | Mr. Hawaux served as the Executive Vice President and Chief Operating Officer of DICK’S Sporting Goods, Inc., a sporting goods retailer (“DICK’S”), from August 2015 until August 2017. He also served as DICK’S interim principal financial officer from August 2016 to September 2016, Executive Vice President, Chief Operating Officer and Chief Financial Officer from February 2015 to August 2015 and Executive Vice President, Finance, Administration and Chief Financial Officer from June 2013 to January 2015. Prior to joining DICK’S in 2013, Mr. Hawaux served as the President, Consumer Foods at Conagra beginning in 2009. From 2006 to 2009, Mr. Hawaux served as Conagra’s Executive Vice President and Chief Financial Officer where he was responsible for the company’s Finance and Information Systems and Services organizations. Prior to joining Conagra, Mr. Hawaux served as general manager of a large U.S. division of PepsiAmericas, a food and beverage company, and previously served as Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux has a Bachelor of Business Administration degree in accounting from Pace University and a Master of Business Administration degree in international finance from Southern New Hampshire University. He currently serves on the boards of directors of PulteGroup, Inc., where he has served since 2013, and Tractor Supply Company, where he has served since July 2022. Summary of experiences, qualifications and skills considered in nominating Mr. Hawaux: •Leadership, Operational, Strategic and International Experience and Retail and CPG Expertise: Strong leadership and strategic capabilities, insights and operational and international experience, particularly with major consumer focused global public companies, including as Executive Vice President and Chief Operating Officer of DICK’S and President, Consumer Foods at Conagra; •Financial Acumen and Risk & Compliance Oversight Expertise: Deep expertise in financial reporting, internal controls and procedures and risk management and knowledge of financial and capital markets, from his extensive experience in finance executive roles with large multi-national public companies; and •Information Technology and Security Experience: Valuable experience in information technology and security from his oversight of significant information technology projects while serving in finance executive roles at DICK’S. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Ruth Kimmelshue Age – 62 Senior Advisor, Continental Grain Company Director Since July 2025 | Ms. Kimmelshue has served as Senior Advisor to Continental Grain, a privately owned global investor, owner, and operator of companies across the food and agribusiness spectrum, since January 2025. Prior to that, Ms. Kimmelshue served as the Corporate Senior Vice President, Animal Nutrition and Health Global Enterprise of Cargill, Incorporated, a global company providing food, agriculture, financial and industrial products, and services globally ("Cargill"), from March 2021 to December 2024. Ms. Kimmelshue joined Cargill in 1999, and during her tenure at Cargill, held various other business leadership roles, including the company’s first-ever Chief Sustainability Officer from March 2018 to March 2021, Corporate Senior Vice President, Business Operations and Supply Chain from December 2015 to March 2021, Corporate Leader for Cargill’s Animal Protein and Salt businesses in 2015 and Business Unit President from 2013 to 2015 for Cargill Turkey & Cooked Meats, as well as several senior positions from 1999 to 2013, including Business Unit President of Cargill Salt, and Vice President, Commercial Manager of Cargill AgHorizons, and leader of Cargill Supply Chain Solutions. She also held various positions from 1986 to 1999 at Continental Grain, including roles in grain and oilseed merchandising and trading, facility and general management, economic analysis, and marketing and sales in the U.S. and Europe. Ms. Kimmelshue holds a Bachelor’s degree in international relations and a Master's degree in agricultural economics from Stanford University. Ms. Kimmelshue has served on the board of directors of H.B. Fuller Company since October 2017 and on the board of directors of Wayne Sanderson Farms since July 2022. Summary of experiences, qualifications and skills considered in nominating Ms. Kimmelshue: •Leadership, Operational and International Experience: Strong leadership capabilities, insights and operational and international experience from leading successful global businesses at Cargill and Continental Grain, including commercial and supply chain leadership positions; •Strategic and Industry Experience: Deep knowledge and experience in the food supply chain and agricultural commodities; and •Environmental, Sustainability & Social Responsibility Expertise: Strong understanding and knowledge in environmental and sustainability matters from her experience as Cargill’s Chief Sustainability Officer. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Lawrence E. Kurzius Age – 67 Former Executive Chairman, McCormick & Company Inc. Director Since July 2025 | Mr. Kurzius served as Executive Chairman of McCormick & Company Incorporated, a global food company (“McCormick”), from August 2023 to December 2024. During his 20-year tenure at McCormick, Mr. Kurzius also served as McCormick’s Chair and Chief Executive Officer from February 2017 and February 2016, respectively, to August 2023, President and Chief Operating Officer from 2015 to 2016, President of Global Consumer Business from 2013 to 2016, Chief Administrative Officer from 2013 to 2015, and various other leadership positions, including President of International Business, President of EMEA and President of U.S. Consumer Foods. Prior to joining McCormick in 2003, Mr. Kurzius served as the Chief Executive Officer of Zatarain’s Brands, Inc., a national food and spice company, where he worked for 12 years before the company was acquired by McCormick. Previously, Mr. Kurzius served as a marketing executive at the Quaker Oats Company and Mars Inc., both food companies. Mr. Kurzius has a Bachelor's degree in economics from Princeton University. He currently serves as Chairman of the board of directors of Elanco Animal Health Inc. and has served as a director since September 2018. He also has served on the board of directors of The Cooper Companies, Inc. since December 2023. Mr. Kurzius previously served on the board of directors of McCormick from December 2015 to March 2025. Summary of experiences, qualifications and skills considered in nominating Mr. Kurzius: •Leadership, Operational, Strategic and International Experience and CPG Expertise: Strong leadership and strategic capabilities and insights and extensive knowledge of, and operational experience in, the consumer goods industry, acquired over his career in consumer goods marketing and senior leadership roles at multiple global food companies, including McCormick, and further developed while serving on the boards of multiple industry groups, including The Consumer Goods Forum, The Consumer Brands Association and The National Association of Manufacturers, resulting in his extensive knowledge of consumer trends and a deep understanding of consumer preferences; •Risk & Compliance Oversight and Environmental, Sustainability & Social Responsibility Expertise: Experience obtained from his broad executive experience at McCormick, where under his leadership, the company became a UN Global Compact LEAD company while embedding purpose-led performance into McCormick's culture by championing the company's industry-leading sustainability efforts; and •Human Capital Management Expertise: Expertise developed through his leadership of a company with over 14,000 employees globally, which has resulted in a deep understanding of attracting, developing, motivating and retaining top talent, as well as executive compensation and leadership development. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Paul T. Maass Age – 59 Chief Executive Officer, The Scoular Company Director Since July 2025 | Mr. Maass has served as Chief Executive Officer of The Scoular Company, a commodity and ingredient agribusiness and one of the largest privately held companies in the U.S., and on its board of directors since 2016. Prior to that, Mr. Maass served as President of Conagra's Commercial Foods and Private Brands segments from September 2013 to May 2015. He served as President of Commercial Foods since October 2010 and served as interim President of Lamb Weston operations from 2010 until January 2013. Mr. Maass joined Conagra in 1988 and held various other leadership positions, including President and General Manager of ConAgra Mills in 2003 and leading Conagra's J.M. Swank and Spicetec Flavors & Seasonings operations. Mr. Maass has a Bachelor of Science degree in agricultural business from Iowa State University. Mr. Maass currently serves on the boards of directors of the Federal Reserve Bank of Kansas City, where he has served since 2022, and Frontenac Food and Consumer Advisory Board, where he has served since 2021. Summary of experiences, qualifications and skills considered in nominating Mr. Maass: •Leadership, Strategic and International Experience: Strong leadership and strategic capabilities and insights and international experience, particularly with major commercial customers, acquired during his tenure as President of Commercial Foods and Private Brands for Conagra and Chief Executive Officer of The Scoular Company; •CPG and Industry Expertise and Operational Experience: Deep knowledge of strategy and business development, operations, marketing and commercial customer insights, supply chain management and sustainability in the consumer goods and agricultural industries; and •Financial Acumen and Risk & Compliance Oversight Expertise: Significant expertise in finance and risk and compliance oversight from his experience as Chief Executive Officer of The Scoular Company and service on the Federal Reserve Bank of Kansas City, as well executive roles at Conagra. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Timothy R. McLevish Age – 70 Managing Partner, Strategic Advisory Director Since July 2025 | Mr. McLevish has served as Managing Partner of Strategic Advisory Partners LLC, a consulting and advisory firm, since December 2018. Prior to that, he served as Special Advisor at Carrier Corporation, a diversified industrial company, from November 2020 to February 2021 and Chief Financial Officer from September 2019 to November 2020. Mr. McLevish served as Lamb Weston’s Executive Chairman from November 2016 to September 2017. Mr. McLevish has also served as Chief Financial Officer at Walgreens Boots Alliance, Inc., a pharmacy-led, health and well-being enterprise, Kraft Foods Group, Inc., a food and beverage company, Ingersoll-Rand Corporation, a diversified industrial company, and Mead Corporation, a paper, packaging and school supplies manufacturer. Mr. McLevish previously worked at Touche Ross & Co., a public accounting firm, and began his career at General Mills, Inc., a food company. Mr. McLevish is a certified public accountant and has a Bachelor of Science degree in accounting, with a minor in economics, from the University of Minnesota and a Master of Business Administration degree from Harvard Business School. He is also certified in cybersecurity oversight by the National Association of Corporate Directors. Mr. McLevish currently serves on the boards of directors of Revlon, Inc., where he has served since April 2023, and Freshpet, Inc., where he has served since August 2023. He previously served on the boards of directors of R.R. Donnelley & Sons Company from 2016 to 2022, Kennametal Inc. from 2004 to 2019, Lamb Weston from 2016 to 2017 and Conagra from 2015 to 2016. Summary of experiences, qualifications and skills considered in nominating Mr. McLevish: •Leadership, Strategic and M&A Experience: Strong leadership, strategic and M&A capabilities and insights, including from his service as Chief Financial Officer and other senior positions; •Financial Acumen, Risk & Compliance Oversight Expertise and Information Technology and Security Experience: Significant expertise in financial reporting and internal controls and procedures, risk management and information technology and security from his experience in finance executive roles, including Chief Financial Officer at multiple public companies; and •Retail and CPG Expertise: Deep knowledge of the retail and consumer goods industries from his service at several global retail and consumer products companies. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Hala G. Moddelmog Age – 69 President and Chief Executive Officer, Woodruff Arts Center Director Since July 2017 | Ms. Moddelmog has served as the President and Chief Executive Officer of the Woodruff Arts Center, a visual and performing arts center, since September 2020. From 2014 until June 2020, she served as the first female President and Chief Executive Officer of the Metro Atlanta Chamber, where she represented more than 15 Fortune 500 companies and the business community in the 9th largest metropolitan region in the United States. From 2010 to 2013, Ms. Moddelmog was the President of Arby’s Restaurant Group, Inc., a division of Wendy’s/Arby’s Group, Inc., a quick service restaurant company. Prior to her tenure at Arby’s Restaurant Group, Inc., Ms. Moddelmog was President and Chief Executive Officer of Susan G. Komen for the Cure, a breast cancer organization, Chief Executive Officer of Catalytic Ventures, LLC, an entity she formed to invest and consult in multi-unit retail, and President of Church’s Chicken, a subsidiary of AFC Enterprises, Inc., a quick service restaurant company. Ms. Moddelmog has a Bachelor of Arts degree in English from Georgia Southern University and a Master of Arts degree in journalism and mass communications from the University of Georgia. Ms. Moddelmog currently serves on the board of directors of Corpay, Inc., where she has served since April 2017. Summary of experiences, qualifications and skills considered in nominating Ms. Moddelmog: •Leadership Experience: Strong leadership capabilities and insights, including from her services as President and Chief Executive Officer at the Woodruff Arts Center and the Metro Atlanta Chamber; •QSR and Industry Expertise and Operational, Strategic and International Experience: Deep knowledge of the quick service restaurant industry and international, operational and strategic experience from her service with multiple global quick service restaurant chains; and •Corporate Governance and Social Responsibility Expertise: Strong corporate governance and social responsibility expertise, including significant experience in human capital strategy, specifically inclusion, from her executive positions and board service to other public companies. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Scott Ostfeld Age – 48 Managing Partner and Portfolio Manager, JANA Partners Management, LP Director Since July 2025 | Mr. Ostfeld has served as Managing Partner and Portfolio Manager of JANA, an investment management firm, since 2023 and 2012, respectively, and a Partner since 2011. Prior to joining JANA in 2006, Mr. Ostfeld worked at GSC Partners, a venture capital firm, where he focused on acquiring companies through the restructuring process and enhancing value as an equity owner. He was previously an investment banker at Credit Suisse First Boston Corporation, an investment banking and financial services firm. Mr. Ostfeld has a Bachelor of Arts degree from Columbia University, a Juris Doctor degree from Columbia Law School and Master of Business Administration degree from Columbia Business School. Mr. Ostfeld currently serves on the boards of directors of Mercury Systems, Inc., where he has served since July 2023, and TreeHouse Foods, Inc., where he has served since April 2022. He previously served on the boards of directors of Conagra from 2019 to 2022, HD Supply Holdings Inc. from 2017 to 2020 and Team Health Holdings, Inc. from 2016 to 2017. Mr. Ostfeld serves on the non-profit board of Columbia University’s Richman Center for Business, Law, and Public Policy. Summary of experiences, qualifications and skills considered in nominating Mr. Ostfeld: •Leadership,Strategic and M&A Experience and CPG Expertise: Strong leadership, strategic and M&A capabilities and insights and CPG knowledge from his 20 plus years of experience investing in companies and driving stockholder value, including at consumer products companies; •Financial Acumen and Risk & Compliance Oversight Expertise: Significant expertise in finance, capital markets and risk management; and •Corporate Governance Expertise: Broad understanding of governance issues facing public companies from his legal background and board service to other public companies. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Norman Prestage Age – 60 Former Partner, Ernst & Young Director Since September 2024 | Mr. Prestage served as a partner of Ernst & Young, a professional services firm, until his retirement in June 2024. He joined Ernst & Young in 1987 and during his career served as the global client service partner for large global public companies in the consumer products, foodservice, retail and risk management industries. Mr. Prestage was a member of the Ernst & Young Americas Global Accounts Partner Group, and he served on the Ernst & Young Global Consumer Products Advisory Board. He also served in various Ernst & Young leadership roles, including the Retail and Consumer Products Industry Leader for the Midwest, Arkansas Office Managing Partner, and Southwest Area Partner Forum. Mr. Prestage is a certified public accountant and has a Bachelor of Business Administration from the University of Notre Dame. Summary of experiences, qualifications and skills considered in nominating Mr. Prestage: •Leadership and International Experience: Strong leadership and extensive experience advising numerous global clients across a wide range of international market risks and M&A transactions in the consumer products, food service and retail industries, developed through his service at Ernst & Young; •Financial Acumen and Risk & Compliance Oversight Expertise: Deep expertise in financial reporting, accounting, risk and compliance and internal controls and procedures from his experience as a partner at a large, global public accounting firm; and •CPG Expertise: Strong understanding of industry trends, geopolitical risks and evolving customer preferences across numerous retail and consumer product categories from senior positions at Ernst & Young, including leading the Retail and Consumer Products Industry Group and service on its Global Consumer Products Advisory Board. |
Individual Skills and Experience
| Director Nominee | Experiences and Qualifications | | Michael J. Smith Age – 48 President and Chief Executive Officer, Lamb Weston Director Since January 2025 | Mr. Smith has served as our President and Chief Executive Officer and a member of our Board since January 2025. Prior to that, he served as our Chief Operating Officer since May 2023, Senior Vice President and General Manager of Foodservice, Retail, Marketing and Innovation from April 2018 until May 2023 and Senior Vice President, Growth and Strategy from September 2016 until April 2018. Mr. Smith also served as Vice President and General Manager of Lamb Weston Retail from May 2011 to September 2016, Vice President and General Manager of Conagra’s Private Brands from March 2014 to February 2016, and Vice President of Global Marketing of Lamb Weston from July 2012 to March 2014. Prior to joining Conagra in 2007, Mr. Smith held various brand management roles at Dean Foods Company, a food and beverage company, and its WhiteWave division from May 2003 until December 2007. Mr. Smith has a Bachelor of Arts degree in marketing communications from Brigham Young University and a Master of Business Administration degree from Southern Methodist University. Summary of experiences, qualifications and skills considered in nominating Mr. Smith: •Leadership, Strategic and International Experience: Strong leadership and strategic capabilities and insights, particularly with major commercial customers, acquired during his tenures as President and Chief Executive Officer, Chief Operating Officer and Senior Vice President, Growth and Strategy of Lamb Weston; •Operational Experience: Deep knowledge of strategy and business development, operations, finance, marketing and commercial customer insights, supply chain management and sustainability; and •CPG Expertise: Extensive expertise in enhancing consumer satisfaction during his tenure at Conagra and through his roles overseeing industry-relevant innovation and marketing strategies as a Foodservice and Retail segment leader of Lamb Weston. |
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 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 $600,000 in any fiscal year. All compensation paid in fiscal 2025 to non-employee directors was significantly below this amount. See “—2025 Non-Employee Director Compensation Table” below for specific values. A Lamb Weston employee who also serves as a director does not receive any additional compensation for serving as a director. Currently, Michael J. Smith, our President and Chief Executive Officer, is the only director who is an employee. Compensation information for Mr. Smith is included under “Compensation Discussion and Analysis” and “Executive Compensation Tables” in this Proxy Statement.
2025 Non-Employee Director Compensation Table
2025 Non-Employee Director Compensation Table The table below presents information regarding the compensation and stock awards that we have paid or granted to our non-employee directors during fiscal 2025. Ms. Kimmelshue and Messrs. Alford, Kurzius, Maass, McLevish and Ostfeld joined the Board in fiscal 2026 and received no compensation or stock awards in fiscal 2025.
2025 Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Peter J. Bensen | 100,000 | 169,991 | — | 5,000 | 274,991 | | Charles A. Blixt(5) | 115,000 | 169,991 | — | 5,000 | 289,991 | | Robert J. Coviello | 100,000 | 169,991 | — | 5,000 | 274,991 | | Rita Fisher | 100,000 | 169,991 | — | — | 269,991 | | André J. Hawaux | 121,458 | 169,991 | — | — | 291,449 | | W.G. Jurgensen(5)(6) | 100,000 | 169,991 | 150,002 | — | 419,993 | | Thomas P. Maurer(7) | 31,250 | — | — | — | 31,250 | | Hala G. Moddelmog | 100,000 | 169,991 | — | 5,000 | 274,991 | | Robert A. Niblock(5) | 100,000 | 169,991 | — | 5,000 | 274,991 | | Norman Prestage(8) | 66,389 | 169,991 | — | 5,000 | 241,380 | | Maria Renna Sharpe(5) | 120,000 | 169,991 | — | 5,000 | 294,991 |
2025 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 2025 as computed in accordance with FASB 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 25, 2025:
2025 Non-Employee Director Compensation Table
| Name | Outstanding RSUs(a) (#) | | Peter J. Bensen | 2,498 | | Charles A. Blixt | 2,498 | | Robert J. Coviello | 2,498 | | Rita Fisher | 2,498 | | André J. Hawaux | 2,498 | | W.G. Jurgensen | 2,498 | | Thomas P. Maurer | — | | Hala G. Moddelmog | 2,498 | | Robert A. Niblock | 2,498 | | Norman Prestage | 2,498 | | Maria Renna Sharpe | 2,498 |
2025 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 2025 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 25, 2025, was 16,487. 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)Mr. Blixt and Mr. Jurgensen served on our Board until June 29, 2025. Mr. Niblock and Ms. Sharpe served on our Board until July 10, 2025. In accordance with the terms of the applicable award agreements, a prorated portion of their RSUs (and, with respect to Mr. Jurgensen, his unvested options) vested in connection with their termination of service. (6)The Chairman retainer was 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 2025 until his passing in July 2024. (8)Mr. Prestage joined the Board on September 26, 2024. The amount of fees earned or paid in cash included in this table for Mr. Prestage has been prorated to reflect the actual number of days of Board service provided by Mr. Prestage in fiscal 2025.
COMPENSATION DISCUSSION AND ANALYSIS
| Overview | •Fiscal 2025 Business Highlights •Fiscal 2025 Compensation Highlights •Our Executive Compensation Program, Philosophies and Objectives •Our Executive Compensation Policies and Practices •2024 Say-on-Pay Vote and Stockholder Engagement | | What We Pay and Why | •Fiscal 2025 Executive Compensation •Alignment of Executive Compensation Program with Performance •Base Salary •Annual Cash Incentive Compensation (Annual Incentive Plan) •Long-Term Incentive Compensation (LTIP) •Fiscal 2025 Executive Transitions •Other Elements of Our Fiscal 2025 Executive Compensation Program | | How We Make Executive Compensation Decisions | •Role of the Board, Compensation Committee and Our Executive Officers •Guidance from Independent Compensation Consultant •Inputs to Setting Compensation Opportunity |
Our Executive Compensation Program, Philosophies and Objectives
Our Executive Compensation Program, Philosophies and Objectives Our executive compensation philosophy is to link pay to performance in support of our evolving business strategy. Over the past several years, our strategy has focused on investing for long-term growth, capitalizing on the strength of our brands, high-quality products and global footprint, and achieving and maintaining leading market share of an expanding category. Our compensation program, in support of our growth strategy, 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, which comprise the largest portion of total executive compensation opportunities, are 100% equity based and incorporate multi-year performance and vesting periods. These incentives are designed to strengthen long-term focus and stockholder linkage and promote behavior consistent with our long-term strategic plan.
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 meaningful 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. |
Fiscal 2025 Executive Compensation
| AIP | 19% | | RSUs | 28% | | PSAs | 40% | | At-risk | 87% |
Fiscal 2025 Executive Compensation
| AIP | 26% | | RSUs | 19% | | PSAs | 29% | | At-risk | 74% |
Annual Cash Incentive Compensation (Annual Incentive Plan)
Annual Cash Incentive Compensation (Annual Incentive Plan) All NEOs participated in our fiscal 2025 AIP, which aligns annual cash compensation with achievement of the financial goals shown below. For fiscal 2025, the Compensation Committee approved two annual incentive financial measures in alignment with the Company’s growth strategy and 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. Annual incentives above target cannot be earned if top line growth is achieved without sufficient profitability, or if profit goals are achieved without sufficient net sales growth. 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 A to this Proxy Statement provides a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net income.
Fiscal 2025 Annual Incentive Plan Award Opportunity and Results
Fiscal 2025 Annual Incentive Plan Award Opportunity and Results
Fiscal 2025 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% | $6,650 | $7,000 | $7,350 | $6,451 | 0% | | Adjusted EBITDA | 50% | $1,348 | $1,465 | $1,612 | $1,221 | 0% |
Final Approved Payout as a Percentage of Target Award Opportunity: 0%
Final Approved Payout as a Percentage of Target Award Opportunity: 0% At the time the Compensation Committee set the above AIP goals, they were deemed appropriately challenging; the target net sales and Adjusted EBITDA goals required 8.2% and 3.4% growth, respectively, over fiscal 2024 actual results. 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 earnings releases, 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; •revenue and expenses associated with acquisitions, dispositions, and integration related activities; •material changes in business, operations, corporate or capital structure; •impairments on tangible and 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 changes; and •extraordinary, unforeseeable events, such as natural disasters or the impact of social or political unrest outside of management’s control. The Compensation Committee believes 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 2025 AIP awards. Effective January 2025, in connection with the implementation of our CEO succession plan, the Compensation Committee approved an increase in target AIP for Mr. Smith in connection with his promotion to Chief Executive Officer, and a corresponding decrease in target AIP for Mr. Werner in connection with his transition to an advisory role. The Compensation Committee left the target AIP award opportunities for the other NEOs unchanged. Ms. Wilks's target AIP award opportunity was established when she joined the Company in August 2024. The target award opportunities and amounts earned for our NEOs in fiscal 2025 are shown in the table below.
Final Approved Payout as a Percentage of Target Award Opportunity: 0%
| NEO | AIP Target as % of Base Salary | Fiscal 2025 AIP Target Award | Fiscal 2025 AIP Payout % | | Michael J. Smith¹ | 115%/150% of salary | $1,110,144 | 0% | | Bernadette M. Madarieta | 100% of salary | $600,000 | 0% | | Marc J.P.H. Schroeder² | 100% of salary | $653,315 | 0% | | Sylvia J. Wilks³ | 70% of salary | $325,096 | 0% | | Eryk J. Spytek | 100% of salary | $560,000 | 0% | | Thomas P. Werner4 | 150%/100% of salary | $1,222,671 | 0% | | Sharon L. Miller5 | 100% of salary | $379,464 | 0% |
Final Approved Payout as a Percentage of Target Award Opportunity: 0%
1.Mr. Smith's AIP target, as a percent of base salary, was adjusted from 115% to 150% in connection with his promotion to Chief Executive Officer. Mr. Smith's fiscal 2025 AIP target award was prorated in relation to his service as Chief Operating Officer (the position he held prior to his promotion) and Chief Executive Officer during the fiscal year. 2.Mr. Schroeder’s cash compensation is converted from Euros to U.S. dollars throughout this Proxy Statement using a 1.14 exchange rate. 3.Ms. Wilks joined the Company as Chief Supply Chain Officer in August 2024. Ms. Wilks's AIP target was established in connection with her joining the Company, and was prorated to reflect her hire date after the start of fiscal 2025. In connection with her joining Lamb Weston, in an effort to make her whole, Ms. Wilks received a one-time bonus payment of $200,000. This amount must be repaid by Ms. Wilks 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 4.Mr. Werner's AIP target, as a percent of base salary, was adjusted from 150% to 100% with his transition to an advisory role. Mr. Werner's fiscal 2025 AIP target award was prorated in relation to his service as Chief Executive Officer and Special Advisor during the fiscal year. 5.Ms. Miller was eligible to receive a prorated AIP based on the portion of the year she was an active employee.
Long-Term Incentive Compensation (LTIP)
Long-Term Incentive Compensation (LTIP) The largest component of target pay opportunities for our NEOs, our LTIP, is 100% equity-based to align pay delivery with the stockholder experience. For fiscal 2025, 60% of the target LTIP award 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 2025 for all NEOs was comprised of RSUs that vest over a three-year period to promote retention of key talent and alignment of management's interests with those of our stockholders. Performance Share Awards. The fiscal 2025 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 2025 PSAs is earned based on our relative TSR performance against the S&P 1500 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. These two PSA components complement each other, since high payouts on the relative TSR component can only be achieved if financial performance is sufficient to drive above-market returns for stockholders. At the beginning of the three-year performance period, the threshold, target and maximum relative TSR and Adjusted EBITDA AAGR performance goals are set by the Compensation Committee for the entire three-year performance period. Dividend equivalents are accrued at the regular dividend rate in additional PSAs for both the relative TSR and Adjusted EBITDA AAGR performance metrics on the portion of the PSAs 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:
Long-Term Incentive Compensation (LTIP)
| 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% |
Long-Term Incentive Compensation (LTIP)
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.
Relative TSR Peer Group—S&P 1500 Packaged Foods and Meats Companies
Relative TSR Peer Group—S&P 1500 Packaged Foods and Meats Companies The below list reflects the companies in the S&P 1500 Packaged Foods and Meats index as of July 2024.
Relative TSR Peer Group—S&P 1500 Packaged Foods and Meats Companies
| •B&G Foods, Inc. •Calavo Growers, Inc. •Cal-Maine Foods, Inc. •Conagra Brands, Inc. •Flowers Foods, Inc. •General Mills, Inc. •Hormel Foods Corporation •J&J Snack Foods Corp. •John B. Sanfilippo & Son, Inc. | •Kellanova •McCormick & Company, Incorporated •Mondelez International, Inc. •Pilgrim's Pride Corporation •Post Holdings, Inc. •The Campbell's Company •The Hain Celestial Group, Inc. •The Hershey Company | •The J. M. Smucker Company •The Kraft Heinz Company •The Marzetti Company •The Simply Good Foods Company •Tootsie Roll Industries, Inc. •TreeHouse Foods, Inc. •Tyson Foods, Inc. •WK Kellogg Co. |
Relative TSR Peer Group—S&P 1500 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 aligned with our long-term, multi-year growth expectations as communicated publicly to investors, 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 retrospectively disclose the performance targets and payouts for the PSAs (see the section entitled "What We Pay and Why—Long-Term Incentive Compensation (LTIP)—Completed Long-Term Performance Awards" below).
Relative TSR Peer Group—S&P 1500 Packaged Foods and Meats Companies
| Fiscal 2025 PSA Sub- periods | Growth Period | Achievement Level Determination | | Year 1 | Fiscal 2024 – Fiscal 2025 | Year-over-year percentage growth vs. three-year AAGR Target | | Year 2 | Fiscal 2025 – Fiscal 2026 | | | Year 3 | Fiscal 2026 – Fiscal 2027 | | | The number of PSAs earned: (number of shares granted at target + dividend equivalents) x (average of the three annual sub-period achievement levels) | | |
Relative TSR Peer Group—S&P 1500 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 2025 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. Total LTIP target grant values for the NEOs for fiscal 2025 were not changed from fiscal 2024 levels. Because fiscal 2025 LTIP awards (other than for Ms. Wilks) were granted in July 2024, prior to the CEO transition, total LTIP target grant values for Mr. Smith and Mr. Werner were established based on their prior roles. Ms. Wilks's total LTIP target grant value was established when she was hired in August 2024. The target LTIP compensation opportunity and the target number of annual PSAs and RSUs granted to our current NEOs during fiscal 2025 under the LTIP structure are shown below.
Relative TSR Peer Group—S&P 1500 Packaged Foods and Meats Companies
| Named Executive Officer | Fiscal 2025 Total LTIP Target | Award Type | Fiscal 2025 Target | Fiscal 2025 Target Units¹ | | Michael J. Smith | $1,875,000 | PSA | $1,125,000 | 19,836 | | | | RSU | $750,000 | 13,225 | | Bernadette M. Madarieta | $1,200,000 | PSA | $720,000 | 12,696 | | | | RSU | $480,000 | 8,464 | | Marc J.P.H. Schroeder | $1,150,000 | PSA | $690,000 | 12,166 | | | | RSU | $460,000 | 8,111 | | Sylvia J. Wilks2 | $900,000 | PSA | $540,000 | 9,260 | | | | RSU | $360,000 | 6,174 | | Eryk J. Spytek | $1,120,000 | PSA | $672,000 | 11,848 | | | | RSU | $448,000 | 7,899 | | Thomas P. Werner | $5,250,000 | PSA | $3,150,000 | 55,544 | | | | RSU | $2,100,000 | 37,030 | | Sharon L. Miller3 | $1,325,000 | PSA | $795,000 | 14,018 | | | | RSU | $530,000 | 9,345 |
Relative TSR Peer Group—S&P 1500 Packaged Foods and Meats Companies
1.The number of target shares awarded for both RSUs and PSAs are determined by dividing the 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 2025" in this Proxy Statement. 2.The awards reported in the table above for Ms. Wilks represent her regular LTIP grant targets. In addition to the amounts in the table, Ms. Wilks also received a one-time grant of 10,289 RSUs in connection with her hire. These RSUs are subject to the same vesting schedule as the regular RSU awards described above and were awarded to make Ms. Wilks whole upon joining Lamb Weston. 3.In accordance with the award agreements, Ms. Miller's fiscal 2025 awards, which were granted in July 2024, were forfeited in January 2025 when her employment with the Company terminated.
Outstanding Long-Term Performance Awards
Outstanding Long-Term Performance Awards Fiscal 2025-2027 PSAs. As described above, the fiscal 2025 PSA performance 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 2025, the relative TSR portion of the fiscal 2025-2027 PSAs was below threshold, which would result in no payout of the relative TSR PSAs. •For PSAs linked to Adjusted EBITDA AAGR: ◦Year 1 sub-period (fiscal 2025) Adjusted EBITDA decreased by 13.8%. This was below the threshold goal and resulted in a zero payout for the Year 1 sub-period. ◦This Year 1 sub-period achievement level for the fiscal 2025 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 2024-2026 PSAs. The fiscal 2024 PSA performance 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 2025, 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: ◦Year 2 sub-period (fiscal 2025) Adjusted EBITDA decreased by 13.8%, as noted above. This was below threshold and resulted in a zero payout for the Year 2 sub-period. ◦Year 1 sub-period (fiscal 2024) Adjusted EBITDA increased by 14.1%. This resulted in a payout of 200% of the target PSAs for the Year-1 sub-period. ◦These Year 1 and Year 2 sub-period achievement levels for the fiscal years 2024 and 2025 Adjusted EBITDA AAGR metric will be averaged with the achievement level of the Year 3 sub-period's (fiscal 2026) results at the end of the three-year performance period to determine the final number of Adjusted EBITDA AAGR PSAs earned.
Completed Long-Term Performance Awards
Completed Long-Term Performance Awards Fiscal 2023-2025 PSAs. The performance period for the fiscal 2023 PSAs ended on May 25, 2025. The performance metrics were also weighted equally between relative TSR and three-year Adjusted EBITDA AAGR. •Our relative TSR for the fiscal 2023-2025 PSAs ranked at the 64th percentile of the comparison group (i.e., companies in the S&P 500 Packaged Food & Meats sub-index), and our absolute TSR was negative, which resulted in a payout of 100% of target for this component. •For PSAs linked to Adjusted EBITDA AAGR, our year-over-year target growth goal was 7.0%, aligned with our externally-communicated, long-term Adjusted EBITDA growth of mid-to-high single digits. The following table summarizes the target Adjusted EBITDA goals, actual Adjusted EBITDA achieved, and resulting payout for each of the three tranches of the fiscal 2023 PSAs (dollars in millions):
Completed Long-Term Performance Awards
| | Baseline (prior-year) Adjusted EBITDA | Actual Adjusted EBITDA | Actual Year-over-Year Growth | Payout (% of Target) | | FY2023 Tranche | $742 | $1,242 | 67.4% | 200% | | FY2024 Tranche | $1,242 | $1,417 | 14.1% | 200% | | FY2025 Tranche | $1,417 | $1,221 | -13.8% | 0% | | Overall Payout for Adjusted EBITDA component | | | | 133.3% |
Completed Long-Term Performance Awards
•The combined payout for the fiscal 2023 PSAs was 116.7% of target, reflecting the average of 100% for the relative TSR component and 133.3% of target for the Adjusted EBITDA component. Fiscal 2023-2025 Leveraged Performance Units. As previously disclosed in our 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. Wilks 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, were Leveraged Performance Units (“LPUs”), the vesting of which depended on achievement of stock price appreciation goals. The minimum, target and maximum stock price appreciation goals are outlined in the following table. Stock price appreciation was measured as 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.
Completed Long-Term Performance Awards
| Stock Price Appreciation | % of Target LPUs Vesting | | <25% | 0% | | 25% (Minimum) | 50% | | 50% (Target) | 100% | | >=75% (Maximum) | 300% |
Completed Long-Term Performance Awards
If performance was between levels, the number of LPUs earned would be interpolated. The market value realized upon vesting after the three-year performance period, pending certification of results by the Compensation Committee, was capped at 8x the original target dollar value of the award. •The three-year performance period for the LPUs ended May 25, 2025. Actual stock price performance was below the threshold level, resulting in 0% of the LPUs being earned. Fiscal 2023-2025 Lamb-Weston/Meijer v.o.f ("LW EMEA") Cash-Based Long-Term Incentive. Prior to our acquisition of the remaining 50% interest in LW EMEA in February 2023, LW EMEA had granted Mr. Schroeder an award under its cash-based long-term incentive plan. At the time of the acquisition, the outstanding metrics were amended to align to the total company Adjusted EBITDA metric. The payouts for fiscal 2023, 2024 and 2025 were 200%, 92.0% and 83.3% respectively, resulting in a combined payout 125.1% of target.
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 filing date of the Company’s Form 10-K for its prior fiscal year. This equity grant approach is used by the Compensation Committee to help ensure the grants to executive officers are made only during an open trading 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 2025, the Company does not time the disclosure of material non-public information for purposes of affecting the value of executive compensation. During fiscal 2025, the Company did not grant stock options (or similar awards) to any NEO 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.
Fiscal 2025 Executive Transitions
Fiscal 2025 Executive Transitions In fiscal 2025, as part of the Board's long-term succession planning process, the Company completed a transition of the Chief Executive Officer. The Company announced in December 2024 the appointment of Michael J. Smith to President and Chief Executive Officer and as a member of the company’s Board of Directors, effective January 3, 2025. Mr. Smith succeeds Thomas P. Werner, who stepped down as President and Chief Executive Officer and member of the Board. Mr. Werner will serve in an advisory role through August 31, 2025, to ensure a smooth transition. Other leadership changes in fiscal 2025 included: •On August 5, 2024, Sylvia J. Wilks joined the Company as our Chief Supply Chain Officer. •As noted above, Mr. Werner transitioned to an advisory role to support the transition of Mr. Smith into the Chief Executive Officer role, effective January 3, 2025. ◦For Mr. Werner’s service as Special Advisor, the Compensation Committee approved a base salary based on an annual rate of $550,000, a bonus opportunity under the fiscal 2025 AIP with a target level of 100% of his base salary (on a blended basis for the fiscal year) and at the end of his employment as Special Advisor through August 2025, the full vesting of Mr. Werner’s outstanding stock-based awards as described in the “Normal Retirement” vesting provisions set forth in the underlying award agreements as in effect and subject to his continued compliance with his restrictive covenant obligations, including confidentiality and 18-month post-termination non-compete and non-solicitation provisions. Payment of Mr. Werner’s PSAs, if any, will be based on the Compensation Committee’s final performance certification at the end of the applicable performance cycle for each PSA. Mr. Werner remained eligible for a fiscal 2025 AIP award based on Lamb Weston’s performance and prorated based on his applicable target incentive amounts for his respective service during the fiscal year. Mr. Werner is not eligible for the fiscal 2026 AIP or new LTIP awards. Mr. Werner will continue to be eligible to participate in the Company's benefit programs during his employment as Special Advisor. The terms of Mr. Werner’s compensation are provided in a Transition and Separation Agreement, dated as of December 23, 2024. •On January 2, 2025, Sharon L. Miller's employment was terminated without cause. ◦Under her separation agreement, Ms. Miller receives continued payment of her base salary for twelve months. In addition, Ms. Miller received a lump sum payment equal to accrued and unpaid vacation hours and the equivalent of twelve months of the employer portion of medical coverage. For more information on these payments, see "Executive Compensation Tables—Summary Compensation Table—Fiscal 2025" below. ◦Ms. Miller's outstanding unvested equity awards are subject to the provisions of the underlying award agreements as in effect and subject to her continued compliance with her restrictive covenant obligations, including confidentiality and 12-month post-termination non-compete and non-solicitation provisions. Under the terms of the award agreements, Ms. Miller's fiscal 2025 awards were forfeited and her fiscal 2023 and 2024 awards were prorated based on her service from the grant date to her separation date. In addition, the awards will continue to vest in accordance with their respective original vesting schedules, and payment of Ms. Miller’s PSAs, if any, will be based on the Compensation Committee’s final performance certification at the end of the applicable performance cycle for each PSA.
Other Elements of Our Fiscal 2025 Executive Compensation Program
Other Elements of Our Fiscal 2025 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 2025,” 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 2025.” 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 2025” 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 2025, the Compensation Committee increased the CEO's stock ownership guideline from 500% of base salary to 600% of base salary. The following table reflects stock ownership guidelines as of May 25, 2025, for each of our current NEOs. See “Information on Stock Ownership” below for information about each NEO’s stock ownership.
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.
Fiscal 2025 Peer Group
Fiscal 2025 Peer Group The Compensation Committee utilized the following peer group to inform fiscal 2025 pay decisions:
Fiscal 2025 Peer Group
| •Conagra Brands, Inc. •Flowers Foods, Inc. •Hormel Foods Corporation •Ingredion Incorporated •Kellanova | •McCormick & Company, Incorporated •Post Holdings, Inc. •The Campbell's Company •The Hain Celestial Group, Inc. | •The Hershey Company •The J. M. Smucker Company •The Marzetti Company •TreeHouse Foods, Inc. |
Fiscal 2025 Peer Group
During fiscal 2025, 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 September 2024. To better position the Company near the median in market capitalization, the Compensation Committee removed Kellanova due to its acquisition by Mars, Incorporated, and added BellRing Brands, Inc., Molson Coors Beverage Company and WK Kellogg Co. The Compensation Committee utilized the following peer group to inform fiscal 2026 pay decisions:
Fiscal 2026 Peer Group
Fiscal 2026 Peer Group
Fiscal 2026 Peer Group
| •BellRing Brands, Inc. •Conagra Brands, Inc. •Flowers Foods, Inc. •Hormel Foods Corporation •Ingredion Incorporated | •McCormick & Company Incorporated •Molson Coors Beverage Company •Post Holdings, Inc. •The Campbell's Company •The Hain Celestial Group, Inc. | •The Hershey Company •The J. M. Smucker Company •The Marzetti Company •TreeHouse Foods, Inc. •WK Kellogg Co |
Fiscal 2026 Peer Group
| Compensation Committee Report for the Year Ended May 25, 2025 | | 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 25, 2025, which was filed with the SEC on July 23, 2025. | | Compensation Committee: Peter J. Bensen, Chair Robert J. Coviello Ruth Kimmelshue Lawrence Kurzius Hala G. Moddelmog Scott Ostfeld |
Summary Compensation Table—Fiscal 2025
Summary Compensation Table—Fiscal 2025 The table below presents compensation information paid to or earned by our NEOs under our compensation programs during fiscal 2025 and, as applicable, during fiscal 2024 and fiscal 2023.
Summary Compensation Table—Fiscal 2025
| 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 ($) | | Michael J. Smith | 2025 | 847,116 | — | 1,764,006 | — | — | — | 77,494 | 2,688,616 | | President and Chief Executive Officer | 2024 | 750,000 | — | 1,985,092 | — | — | — | 487,839 | 3,222,931 | | | 2023 | 675,000 | — | 2,699,865 | 1,349,986 | 1,350,000 | — | 147,886 | 6,222,737 | | Bernadette M. Madarieta | 2025 | 600,000 | — | 1,129,013 | — | — | — | 51,923 | 1,780,936 | | Chief Financial Officer | 2024 | 600,000 | — | 1,270,444 | — | — | — | 156,600 | 2,027,044 | | | 2023 | 570,000 | — | 2,279,823 | 1,139,989 | 1,140,000 | — | 89,279 | 5,219,091 | | Marc J.P.H. Schroeder | 2025 | 653,315(5) | — | 1,081,901 | — | 623,612(6) | — | 57,150 | 2,415,978 | | President, International | 2024 | 625,108(5) | — | 1,217,419 | — | 741,122(6) | — | 88,804 | 2,672,453 | | Sylvia J. Wilks | 2025 | 464,423 | 200,000(7) | 1,433,699 | — | — | — | 26,406 | 2,124,528 | | Chief Supply Chain Officer | | | | | | | | | | | Eryk J. Spytek | 2025 | 560,000 | — | 1,053,622 | — | — | — | 35,562 | 1,649,184 | | General Counsel and Chief Compliance Officer | 2024 | 560,000 | — | 1,185,710 | — | — | — | 62,802 | 1,808,512 | | | 2023 | 530,000 | — | 1,799,840 | 899,999 | 848,000 | — | 46,324 | 4,124,163 | | Thomas P. Werner | 2025 | 886,346 | — | 4,939,381 | — | — | 2,437 | 91,698 | 5,919,862 | | Former President and Chief Executive Officer | 2024 | 1,100,000 | — | 5,558,678 | — | — | 1,249 | 377,099 | 7,037,026 | | | 2023 | 1,100,000 | — | 10,499,790 | 5,249,982 | 3,300,000 | — | 202,503 | 20,352,275 | | Sharon L. Miller | 2025 | 379,464 | — | 1,246,555 | — | — | — | 286,584 | 1,912,603 | | Former President North America | 2024 | 625,000 | — | 1,402,793 | — | — | — | 160,650 | 2,188,443 | | | 2023 | 580,000 | — | 2,319,854 | 1,159,983 | 1,160,000 | — | 95,803 | 5,315,640 |
Summary Compensation Table—Fiscal 2025
(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 2025 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 2025. For the PSAs awarded to the NEOs in fiscal 2025, 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 2025 fiscal year, filed with the SEC on July 23, 2025.
Summary Compensation Table—Fiscal 2025
| NEO | Grant Date Fair Value of Fiscal 2025 RSUs ($) | Grant Date Fair Value of Fiscal 2025 PSAs at Probable (Target) Performance Level ($) | Grant Date Fair Value of Fiscal 2025 PSAs at Maximum Performance Level ($) | | Michael J. Smith | 749,990 | 1,014,016 | 2,028,032 | | Bernadette M. Madarieta | 479,993 | 649,020 | 1,298,040 | | Marc J.P.H. Schroeder | 459,975 | 621,926 | 1,243,852 | | Sylvia J. Wilks | 959,958(a) | 473,742 | 947,484 | | Eryk J. Spytek | 447,952 | 605,670 | 1,211,340 | | Thomas P. Werner | 2,099,971 | 2,839,409 | 5,678,818 | | Sharon L. Miller | 529,955 | 716,600 | 1,433,200 |
Summary Compensation Table—Fiscal 2025
(a)Value represents RSUs granted in connection with Ms. Wilks'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 2025 AIP is included in the “Compensation Discussion and Analysis” section above. (3)Lamb Weston does not offer above-market (as defined by SEC rules) or preferential earnings rates in its deferred compensation plans. The measurement date for the pension value for fiscal 2025 was May 25, 2025. For fiscal 2025, 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 spin-off from Conagra in November 2016) was $2,437. None of the other NEOs participate in the pension plans. (4)The amounts shown in the “All Other Compensation” column for fiscal 2024 include the following:
Summary Compensation Table—Fiscal 2025
| NEO | Company Contribution to 401(k) Plan ($) | Company Contribution to Non-Qualified Deferred Compensation Plan ($) | Other ($) | Total ($) | | Michael J. Smith | 33,992 | 36,450 | 7,052(a) | 77,494 | | Bernadette M. Madarieta | 28,973 | 22,950 | — | 51,923 | | Marc J.P.H. Schroeder | — | — | 57,150(b) | 57,150 | | Sylvia J. Wilks | 26,406 | — | — | 26,406 | | Eryk J. Spytek | 29,112 | 6,450 | — | 35,562 | | Thomas P. Werner | 31,298 | 60,400 | | 91,698 | | Sharon L. Miller | 9,415 | 25,200 | 251,969(c) | 286,584 |
Summary Compensation Table—Fiscal 2025
(a)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. (b)Represents amounts paid for the Netherlands defined contribution plan ($28,127), company car allowance ($25,615) and worker's cost allowance ($3,408). (c)Represents amounts paid in connection with the executive financial planning services ($2,250) and COBRA subsidy ($4,184) and salary continuance ($245,535). (5)Mr. Schroeder’s base salary for both fiscal 2024 and fiscal 2025 was €575,000. The U.S. dollar values in the table above differ due to the different exchange rates used to calculate the amounts at the end of each period. (6)Represents cash-based long-term incentive awards earned under the LW EMEA long-term incentive plan. (7)The amount shown reflects the bonus payment to Ms. Wilks in connection with her joining Lamb Weston. This amount must be repaid by Ms. Wilks upon her voluntarily or involuntarily termination, except for reasons unrelated to her performance or behavior, as follows: (i) 100% if termination occurs during her first year of employment or (ii) 50% if termination occurs during her second year of employment.
Grants of Plan-Based Awards—Fiscal 2025
Grants of Plan-Based Awards—Fiscal 2025 The following table presents information about grants of plan-based awards (equity and non-equity) during fiscal 2025 to our NEOs. Please refer to the “Compensation Discussion and Analysis” section above for further information about these grants.
Grants of Plan-Based Awards—Fiscal 2025
| | | | Estimated Possible Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | (#) | (#) | $/Sh | ($) | | Michael J. Smith | 7/17/2024 | 7/26/2024 | | | | — | | | 13,225 | | | 749,990 | | | 7/17/2024 | 7/26/2024 | | | | — | 19,836(2) | 39,672(2) | | | | 1,014,016 | | | 7/17/2024 | 7/26/2024 | — | 1,110,144 | 2,220,288 | | | | | | | | | Bernadette M. Madarieta | 7/17/2024 | 7/26/2024 | | | | — | | | 8,464 | | | 479,993 | | | 7/17/2024 | 7/26/2024 | | | | — | 12,696(2) | 25,392(2) | | | | 649,020 | | | 7/17/2024 | 7/26/2024 | — | 600,000 | 1,200,000 | | | | | | | | | Marc J.P.H. Schroeder | 7/17/2024 | 7/26/2024 | | | | — | | | 8,111 | | | 459,975 | | | 7/17/2024 | 7/26/2024 | | | | — | 12,166(2) | 24,332(2) | | | | 621,926 | | | 7/17/2024 | 7/26/2024 | — | 653,315 | 1,306,630 | | | | | | | | | Sylvia J. Wilks | 7/12/2024 | 8/12/2024 | | | | — | | | 16,463(3) | | | 959,958 | | | 7/12/2024 | 8/12/2024 | | | | — | 9,260 | 18,520(2) | | | | 473,742 | | | 7/12/2024 | 8/12/2024 | — | 325,096 | 650,192 | | | | | | | | | Eryk J. Spytek | 7/17/2024 | 7/26/2024 | | | | — | | | 7,899 | | | 447,952 | | | 7/17/2024 | 7/26/2024 | | | | — | 11,848(2) | 23,696(2) | | | | 605,670 | | | 7/17/2024 | 7/26/2024 | — | 560,000 | 1,120,000 | | | | | | | | | Thomas P. Werner | 7/17/2024 | 7/26/2024 | | | | — | | | 37,030 | | | 2,099,971 | | | 7/17/2024 | 7/26/2024 | | | | — | 55,544 | 111,088(2) | | | | 2,839,409 | | | 7/17/2024 | 7/26/2024 | — | 1,222,671 | 2,445,341 | | | | | | | | | Sharon Miller | 7/17/2024 | 7/26/2024 | | | | — | | | 9,345 | | | 529,955 | | | 7/17/2024 | 7/26/2024 | | | | — | 14,018 | 28,036(2) | | | | 716,600 | | | 7/17/2024 | 7/26/2024 | — | 379,464 | 758,929 | | | | | | | |
Grants of Plan-Based Awards—Fiscal 2025
(1)Represents cash award opportunities for fiscal 2025 under the AIP for each of our NEOs. Actual cash awards paid to the NEOs for fiscal 2025 are reported in the “Summary Compensation Table—Fiscal 2025” under the “Non-Equity Incentive Plan Compensation” column. A description of the fiscal 2025 AIP is included in “Compensation Discussion and Analysis—What We Pay and Why—Annual Cash Incentive Compensation (Annual Incentive Plan)” above. The award values for certain NEOs are prorated as follows: Mr. Smith, based on his promotion effective January 3, 2025; Ms. Wilks, based on her August 5, 2024 start date; Mr. Werner, based on his transition to Special Advisor effective January 3, 2025; and Ms. Miller, based on her termination without cause effective January 2, 2025. (2)Amounts reflect the Lamb Weston PSAs granted for each of our NEOs under the Lamb Weston long-term incentive program for the fiscal 2025 to 2027 performance cycle. A description of these PSAs is included in “Compensation Discussion and Analysis—What We Pay and Why— Long-Term Incentive Compensation (LTIP)” above. (3)Amount reflects the number of RSUs awarded in connection with Ms. Wilks joining the Company and her fiscal 2025 annual grant. (4)The amounts shown reflect the fair value on the date of grant of RSUs and PSAs granted in fiscal 2025, 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.
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025 The following table lists all Lamb Weston stock options, RSUs, PSAs and LPUs outstanding as of May 25, 2025 for each of our NEOs.
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025
| | 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 or Payout of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Michael J. Smith | 7/29/2022 | 34,400 | 17,723(3) | 79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2022 | — | — | — | — | 2,403(4) | 121,496 | — | — | | | 7/27/2023 | — | — | — | — | 5,083(4) | 256,996 | — | — | | | 7/26/2024 | — | — | — | — | 13,459(4) | 680,487 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 8,850(5) | 894,912 | | | 7/27/2023 | — | — | — | — | — | — | 11,350(6) | 573,856 | | | 7/26/2024 | — | — | — | — | — | — | 20,186(7) | 1,020,604 | | Bernadette M. Madarieta | 7/29/2022 | 29,048 | 14,967(3) | 79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2022 | — | — | — | — | 2,030(4) | 102,637 | — | — | | | 7/27/2023 | — | — | — | — | 3,252(4) | 164,421 | — | — | | | 7/26/2024 | — | — | — | — | 8,613(4) | 435,473 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 7,473(5) | 755,670 | | | 7/27/2023 | — | — | — | — | — | — | 7,264(6) | 367,268 | | | 7/26/2024 | — | — | — | — | — | — | 12,920(7) | 653,235 | | Marc J.P.H. Schroeder | 4/11/2023 | — | — | — | — | 11,960(8) | 604,698 | — | — | | | 7/27/2023 | — | — | — | — | 3,116(4) | 157,545 | — | — | | | 7/26/2024 | — | — | — | — | 8,254(4) | 417,322 | — | — | | | 7/27/2023 | — | — | — | — | — | — | 6,960(6) | 351,898 | | | 7/26/2024 | — | — | — | — | — | — | 12,380(7) | 625,933 | | Sylvia J. Wilks | 8/12/2024 | — | — | — | — | 16,657(4) | 842,178 | — | — | | | 8/12/2024 | — | — | — | — | — | — | 9,368(7) | 473,646 | | Eryk J. Spytek | 7/29/2022 | 22,934 | 11,815(3) | 79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2022 | — | — | — | — | 1,602(4) | 80,997 | — | — | | | 7/27/2023 | — | — | — | — | 3,036(4) | 153,500 | — | — | | | 7/26/2024 | — | — | — | — | 8,038(4) | 406,401 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 5,900(5) | 596,608 | | | 7/27/2023 | — | — | — | — | — | — | 6,778(6) | 342,696 | | | 7/26/2024 | — | — | — | — | — | — | 12,056(7) | 609,551 | | 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 | 133,782 | 68,920(3) | 79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2022 | — | — | — | — | 8,898(4) | 449,883 | — | — | | | 7/27/2023 | — | — | — | — | 14,130(4) | 714,413 | — | — | | | 7/26/2024 | — | — | — | — | 37,685(4) | 1,905,354 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 34,421(5) | 3,480,652 | | | 7/27/2023 | — | — | — | — | — | — | 31,782(6) | 1,606,898 | | | 7/26/2024 | — | — | — | — | — | — | 56,526(7) | 2,857,955 | | Sharon L. Miller | 7/29/2022 | 29,558 | 6,770(3) | 79.66 | 7/29/2029 | — | — | — | — | | | 7/29/2022 | — | — | — | — | 830(4) | 41,965 | — | — | | | 7/27/2023 | — | — | — | — | 767(4) | 38,780 | — | — | | | 7/29/2022 | — | — | — | — | — | — | 6,615(5) | 668,909 | | | 7/27/2023 | — | — | — | — | — | — | 4,272(6) | 215,992 |
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2025
(1)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 $50.56 per share, which was the closing market price of Lamb Weston common stock on the NYSE on May 23, 2025, the last trading day of fiscal 2025. 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)RSUs 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 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 maximum achievement. In July 2025, after taking into account the achievement of our Relative Total Shareholder Return and Adjusted EBITDA, the Compensation Committee determined that each NEO had achieved 116.7% of the target number of performance shares for the fiscal 2023 to 2025 performance cycle. The PSAs vested on July 15, 2025 upon the Compensation Committee’s certification of final results. (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 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. (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 2025 to 2027 performance cycle, plus accrued dividend equivalents. The amounts reported in this column are based on threshold 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)The RSUs granted in connection with the acquisition of LW EMEA vest 100% on the third anniversary of the grant date.
Option Exercises and Stock Vested—Fiscal 2025
Option Exercises and Stock Vested—Fiscal 2025 The following table summarizes the stock options, RSUs and/or PSAs held by our NEOs that were exercised or settled during fiscal 2025.
Option Exercises and Stock Vested—Fiscal 2025
| | 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 ($) | | Michael J. Smith | — | — | 23,511 | 1,324,847 | | Bernadette M. Madarieta | — | — | 19,353 | 1,090,027 | | Marc J.P.H. Schroeder | — | — | 1,506 | 86,414 | | Sylvia J. Wilks | — | — | — | — | | Eryk J. Spytek | — | — | 29,205 | 1,705,542 | | Thomas P. Werner | — | — | 86,534 | 4,878,855 | | Sharon L. Miller | — | — | 19,343 | 1,090,906 |
Option Exercises and Stock Vested—Fiscal 2025
(1)Represents RSUs and PSAs that vested and were paid in Lamb Weston shares, including dividend equivalents on earned shares paid in additional shares of Lamb Weston common stock. Mr. Werner’s and Ms. Miller's amounts also reflect the cancellation of RSUs and PSAs and related dividend equivalent shares, relating to certain taxes paid for the unvested stock awards as a result of their respective early retirement eligibility.
Pension Benefits—Fiscal 2025
Pension Benefits—Fiscal 2025 Lamb Weston does not maintain any active defined benefit pension plans for its executive officers. However, prior to Lamb Weston’s spin-off from Conagra, Mr. Werner participated in Conagra’s frozen supplemental retirement plan, a non-qualified pension plan (the “Non-Qualified Pension”). Liability for the Non-Qualified Pension was transferred to Lamb Weston in connection with the separation. Going forward, our NEOs will not accrue benefits under the Non-Qualified Pension. The present value of accumulated benefit reported in the table below represents the accumulated benefit obligation for benefits earned to date, based on age, service and earnings through the frozen Non-Qualified Pension's measurement date of May 25, 2025. None of our NEOs other than Mr. Werner participate in a pension plan.
Pension Benefits—Fiscal 2025
| Name | Plan Name(1) | Number of Years Credited Service (#)(2) | Present Value of Accumulated Benefit ($)(3) | | Michael J. Smith | — | — | — | | Bernadette M. Madarieta | — | — | — | | Marc J.P.H. Schroeder | — | — | — | | Sylvia J. Wilks | — | — | — | | Eryk J. Spytek | — | — | — | | Thomas P. Werner | Non-Qualified Pension | 17.7 | 55,913 | | Sharon L. Miller | — | — | — |
Pension Benefits—Fiscal 2025
(1)Non-Qualified Pension refers to the ConAgra Foods, Inc. Non-qualified Pension Plan. There were no plan payments for fiscal 2025. (2)The number of years of credited service is calculated as of May 25, 2025, 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 5.68% discount rate against a $495.45 monthly accrued benefit with an assumption of the benefit commencing at age 65.
Non-Qualified Deferred Compensation—Fiscal 2025
Non-Qualified Deferred Compensation—Fiscal 2025 The table following this summary shows the non-qualified deferred compensation activity for each of our NEOs during fiscal 2025. 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 2025.
Non-Qualified Deferred Compensation—Fiscal 2025
Non-Qualified Deferred Compensation—Fiscal 2025 The following table provides certain information regarding our NEOs’ participation in non-qualified deferred compensation plans in fiscal 2025.
Non-Qualified Deferred Compensation—Fiscal 2025
| 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) | | Michael J. Smith | LW Voluntary Deferred Comp Plan | 48,600 | 36,450 | 36,304 | — | 1,171,003 | | Bernadette M. Madarieta | LW Voluntary Deferred Comp Plan | 15,300 | 22,950 | 65,072 | — | 771,980 | | Marc J.P.H. Schroeder | Not Applicable | — | — | — | — | — | | Sylvia J. Wilks | Not Applicable | — | — | 325 | — | 24,708 | | Eryk J. Spytek | LW Voluntary Deferred Comp Plan | — | 6,450 | 15,950 | — | 192,512 | | Thomas P. Werner | LW Voluntary Deferred Comp Plan | 31,731 | 60,400 | (792,562) | — | 6,704,532 | | Sharon L. Miller | LW Voluntary Deferred Comp Plan | 42,000 | 25,200 | 97,246 | — | 2,280,646 |
Non-Qualified Deferred Compensation—Fiscal 2025
(1)The amounts reported in this column for the NEOs are reported in the “Salary” column of the “Summary Compensation Table—Fiscal 2025.” (2)The amounts reported for the NEOs are included in the “All Other Compensation” column of the “Summary Compensation Table—Fiscal 2025.” 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 2025.” (4)The following amounts from this column were reported in the Summary Compensation Tables for prior fiscal years for the following NEOs: Mr. Smith: $651,361, Ms. Madarieta: $123,743, and Mr. Werner: $1,873,612. 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.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Other than with respect to Ms. Miller, the employment of each of our NEOs could have ended or terminated as of May 25, 2025 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 25, 2025, the last day of fiscal 2025. 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.
CEO Pay Ratio
CEO Pay Ratio Below is (i) the fiscal 2025 annual total compensation of our Chief Executive Officer (“CEO”); (ii) the median of the fiscal 2025 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:
CEO Pay Ratio
CEO Pay Ratio
CEO Pay Ratio
| CEO Annual Total Compensation | $2,841,500 | | Median Employee Annual Total Compensation | $58,364 | | CEO to Median Employee Pay Ratio | 49:1 |
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 10,090 employees (excluding our CEO) as of May 25, 2025, which was the end of our fiscal year 2025. 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 2025, between May 27, 2024 and May 25, 2025 (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 Annual Total Compensation for the Median Employee and CEO. We calculated our median employee’s annual total compensation for fiscal 2025 in accordance with the Summary Compensation Table methodology under the SEC’s rules. Because we had two CEOs during the fiscal year, for purposes of calculating the annual total compensation of the Principal Executive Officer (PEO), we annualized the compensation of Mr. Smith, who assumed the position on January 3, 2025. The annualized base salary is based on the compensation received from January 3, 2025 to May 25, 2025 and projects that amount for the full fiscal year. This annualized value was then combined with his other compensation components as shown in the Summary Compensation Table to determine the CEO annual total compensation used in calculating the CEO pay ratio shown above.
Pay Versus Performance Disclosure—Fiscal 2025
Pay Versus Performance Disclosure—Fiscal 2025 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.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | Summary Comp. Table for Current PEO(2) | Summary Comp. Table Total for Former PEO(2) | Comp. Actually Paid to Current CEO(3) | Comp. Actually Paid to Former 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.) | | | Year(1) | | | | | | | Lamb Weston Total Shareholder Return | Peer Group Total Shareholder Return(5) | | Adjusted EBITDA ($mil.)(6) | | FY2025 | $2,688,616 | $5,919,862 | $(1,974,061) | $(10,590,201) | $1,976,646 | $(826,328) | $91 | $113 | $357 | $1,221 | | 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 | $357 | $748 |
Pay Versus Performance Table
(1)Michael J. Smith (current PEO) was appointed as the PEO effective January 3, 2025. Thomas P. Werner (former PEO) served as the PEO in fiscal 2025 through January 2, 2025 and served as the PEO for the entirety of fiscal 2024, 2023, 2022, and 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: •FY2025: Bernadette M. Madarieta, Marc J.P.H. Schroeder, Sylvia J. Wilks, Eryk J. Spytek and Sharon L. Miller •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 (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 current PEO, Mr. Smith and our former 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; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our current PEO, Mr. Smith, our former 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. (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, 2024, and 2025 fiscal year ends, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (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 A in this Proxy Statement for a reconciliation from GAAP reported results. Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on May 31, 2020 and ending on each of our 2021, 2022, 2023, 2024, and 2025 fiscal year ends, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
Pay Versus Performance Table
| | Fiscal Year 2025 | | | | | Current PEO (Mr. Smith) | Former PEO (Mr. Werner) | Average Non-PEO NEOs | | Summary Compensation Table Total | $2,688,616 | $5,919,862 | $1,976,646 | | Minus Change in Pension Value Reported in SCT for the Fiscal Year | — | 2,437 | — | | Plus Pension Value Service Cost for the Fiscal Year | — | — | — | | Minus Stock Award Value & Option Award Value Reported in SCT for the Fiscal Year | 1,764,006 | 4,939,381 | 1,188,958 | | 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 | 1,446,483 | 4,050,204 | 978,365 | | 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 | (1,348,209) | (4,235,041) | (762,231) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | | 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 | (2,996,945) | (11,383,408) | (1,830,151) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | | 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 | — | — | — | | Compensation Actually Paid | $(1,974,061) | $(10,590,201) | $(826,328) |
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. 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 2025. Each metric below is used for purposes of determining payouts under either our annual incentive program, vesting of our performance stock units, or vesting of our LPUs. Please see "Compensation Discussion and Analysis" 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 • Absolute Shareholder Return Analysis of the Information Presented in the Pay versus Performance Table. Tin 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 25, 2025 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 (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.