Sector: Consumer Staples
LAMB WESTON HOLDINGS INC · Meeting: September 16, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined the board in July 2025, which is within 24 months of the meeting date, so he is exempt from the stock performance trigger under policy; he brings strong food and consumer goods leadership experience as former CEO of Nestlé USA.
Bensen has served since December 2017; LW's 3-year stock return is -44.5% but the company's peer group median 3-year return is -37.2%, meaning LW underperforms peers by only 7.3 percentage points — well below the 20-percentage-point threshold required to trigger a negative vote, so no TSR concern applies; he brings deep financial and QSR expertise as a former McDonald's CFO and CPA.
Craps joined the board in February 2026, which is well within the 24-month exemption period, so he is exempt from the stock performance trigger; he brings relevant operational and international leadership experience as former CEO of Budweiser APAC.
Hawaux has served since July 2017; the 3-year peer underperformance gap of -7.3 percentage points does not meet the 20-percentage-point trigger threshold, so no TSR concern applies; he brings strong financial and consumer goods operating experience as former CFO and COO of major public companies.
Kimmelshue joined in July 2025, within the 24-month exemption window, so she is exempt from the TSR trigger; she contributes deep food and agribusiness supply chain expertise from her career at Cargill and Continental Grain.
Kurzius joined in July 2025, within the 24-month exemption window, so he is exempt from the TSR trigger; he brings highly relevant food industry expertise as former CEO and Executive Chairman of McCormick & Company.
McLevish joined in July 2025, within the 24-month exemption window, so he is exempt from the TSR trigger; he brings extensive financial and food/consumer goods experience as a CPA and former CFO of multiple large public companies including Kraft Foods and Walgreens.
Moddelmog has served since July 2017; the 3-year peer underperformance gap of -7.3 percentage points does not meet the 20-percentage-point trigger threshold, so no TSR concern applies; she attended at least 75% of board meetings and brings relevant QSR and governance expertise.
Ostfeld joined in July 2025, within the 24-month exemption window, so he is exempt from the TSR trigger; he brings significant institutional investor perspective and governance expertise as Managing Partner of JANA Partners.
Prestage joined in September 2024, within the 24-month exemption window, so he is exempt from the TSR trigger; he is a CPA and former Ernst & Young partner with deep financial and consumer products audit expertise, making him well-suited to chair the Audit Committee.
Smith joined the board in January 2025, within the 24-month exemption window, so he is exempt from the TSR trigger as a director; his compensation is assessed separately under the Say on Pay proposal.
All 11 director nominees receive a FOR vote. The 3-year stock return for LW is deeply negative at -44.5%, but when compared against the company's disclosed compensation peer group, LW underperforms the peer median by only 7.3 percentage points — far below the 20-percentage-point threshold needed to trigger a negative vote for directors with negative absolute TSR. Furthermore, seven of the eleven nominees (Alford, Craps, Kimmelshue, Kurzius, McLevish, Ostfeld, and Smith) joined the board within the past 24 months and are fully exempt from the TSR trigger under policy. The remaining four longer-tenured directors (Bensen, Hawaux, Moddelmog, and Prestage) also clear the peer-relative threshold. All directors met the 75% meeting attendance standard, no overboarding concerns were identified, and all audit committee members have appropriate financial credentials.
CEO
Michael J. Smith
Total Comp
$2,688,616
Prior Support
N/A
The CEO's total reported compensation of $2,688,616 is modest for a company of Lamb Weston's size and the CEO's relatively recent appointment in January 2025, and is well within reasonable benchmarks for a Consumer Staples CEO at a $7 billion market cap company. The company discloses that 87% of the CEO's target pay is at-risk incentive compensation, which substantially exceeds the policy's 50-60% minimum threshold for variable pay — meaning the pay structure is heavily tied to performance rather than guaranteed. The pay-for-performance alignment check does not trigger a negative vote because while LW's stock has underperformed the PBJ food and beverage ETF benchmark significantly, the CEO's total reported compensation level itself is not above benchmark, and the company has undergone meaningful leadership changes with the appointment of a new Executive Chair and substantial board refreshment, indicating the compensation committee is actively addressing performance concerns.
Auditor
KPMG LLP
Tenure
10 yrs
Audit Fees
$4,664,854
Non-Audit Fees
$214,392
KPMG has audited Lamb Weston since the company's separation from Conagra in November 2016, giving it approximately 10 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $210,692 plus audit-related fees of $3,700, totaling $214,392) represent only about 4.6% of audit fees of $4,664,854, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Lamb Weston's size and complexity, and no material financial restatements were identified.
The 2026 Lamb Weston annual meeting features four proposals: election of 11 directors, an advisory vote on executive pay, approval of a new equity incentive plan, and ratification of KPMG as auditor. All director and auditor proposals receive FOR votes — the board has been substantially refreshed with seven new directors since July 2025 (all exempt from the TSR trigger), and while LW's absolute stock performance has been poor, peer-relative underperformance of only 7.3 percentage points does not trigger a negative director vote; the Say on Pay also receives a FOR vote given the CEO's modest and heavily performance-linked compensation structure, while the equity plan approval is flagged as outside current policy coverage.
15 companies disclosed in 2026 proxy filing
