Elizabeth C. Lempres
About Elizabeth C. Lempres
Elizabeth C. Lempres (age 64) is an independent Class III director of Traeger, Inc. (COOK), serving since July 2021; her current term expires at the 2027 Annual Meeting . She is a former Senior Partner at McKinsey & Company (retired August 2017) and holds an A.B. from Dartmouth College, a B.S. from Dartmouth’s Thayer School of Engineering, and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner | Until Aug 2017 | Senior leadership in management consulting |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Director | Since Jun 2019 | Not disclosed in COOK proxy |
| Great-West Lifeco Inc. | Director | May 2018 – Apr 2022 | Not disclosed in COOK proxy |
| Axalta Coating Systems Ltd. | Director | Apr 2017 – Sep 2022 | Not disclosed in COOK proxy |
| Various private companies | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Chair of Nominating and Corporate Governance Committee .
- Independence: Board determined Lempres is independent under NYSE rules (nine of ten directors independent) .
- Board/committee activity: Board met five times in 2024 and each director attended at least 75% of aggregate Board and committee meetings; Audit met five times; Nominating and Corporate Governance met four times .
- ESG oversight: As Nominating and Corporate Governance Committee Chair, she oversees ESG strategy, annual Board self-evaluations, and Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash Fees (2024) | $85,000 | Annual cash retainer; includes chair fees as applicable |
| Equity Awards (RSUs, 2024 grant-date fair value) | $192,498 | Annual RSU grant; time-based vesting |
| Total (2024) | $277,498 | Sum of cash + equity grant-date value |
Director Compensation Program – cash fee schedule:
- Annual Director Retainer: $75,000; Committee Chair Retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Lead Independent Director $75,000 .
Performance Compensation
| Item | Metric/Terms | 2024 Grant Details | Vesting/Acceleration |
|---|---|---|---|
| Annual Director RSU grant | Time-based (no performance metrics for directors) | Approx. $192,500 grant-date value target per year | Vests in full at earlier of 1-year anniversary or next annual meeting; accelerates upon change-in-control if not continuing on post-transaction board |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed or tied to Lempres’s director compensation; grants are time-based .
Other Directorships & Interlocks
- Current public company board: General Mills, Inc. (since 2019) .
- Prior boards: Great-West Lifeco Inc. (2018–2022); Axalta Coating Systems Ltd. (2017–2022) .
- Interlocks/conflicts: None disclosed connecting Lempres to COOK’s customers/suppliers; related-party transactions with a customer service provider owned in part by OTPP and TCP exist but do not involve Lempres .
Expertise & Qualifications
- Former Senior Partner, McKinsey & Company (deep strategy and operations experience) .
- Education: Dartmouth A.B.; Dartmouth Thayer School B.S.; Harvard Business School M.B.A. .
- Committee leadership in governance and ESG oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Elizabeth C. Lempres | 216,711 | <1% | 31,250 shares held outright; 185,461 underlying RSUs vested or vesting within 60 days with settlement deferred (per Deferred Compensation Plan) |
| RSUs Outstanding (12/31/2024) | 185,461 | — | Includes 109,375 vested and unsettled RSUs |
Deferred Compensation elections (2024):
- Lempres elected to defer 100% of RSU awards granted; did not defer any portion of cash retainers .
Insider trading compliance:
- No delinquent Section 16(a) filings disclosed for Lempres in FY2024 (late filings were by Hardy and Blosil) .
- Company policy prohibits hedging transactions (e.g., collars, swaps, exchange funds) by directors .
Governance Assessment
-
Positive signals:
- Independent director with meaningful external public-company board experience; chairs governance committee overseeing ESG and annual Board evaluations .
- Strong alignment via equity-heavy pay: equity awards ($192,498) exceed cash fees ($85,000), signaling long-term orientation and skin-in-the-game; settlement deferral further aligns horizons .
- Audit Committee membership supports financial oversight, and Board cites robust related-party review via Audit Committee .
- Attendance threshold met (≥75% of Board/committee meetings) in 2024; Board and key committees were active (Board 5, Audit 5, Nominating 4 meetings) .
-
Risk considerations:
- COOK is a “controlled company” under NYSE rules due to investor group ownership; although COOK maintains majority-independent Board and independent committees today, governance exemptions are available and investor designees retain consent rights over major actions, elevating governance risk structurally .
- Related-party exposure exists via outsourced customer service to an entity owned in part by OTPP and TCP (principal investors), requiring continued rigorous Audit Committee oversight; no involvement by Lempres is disclosed .
- Lempres is not designated as an Audit Committee financial expert (designation given to Alvarez and Beck), marginally reducing concentrated financial expert coverage among Audit members .
No related-person transactions are identified for Lempres in the proxy’s related party section –.
Board Governance Details
| Committee | Role | 2024 Meetings | Key Responsibilities (relevant to governance effectiveness) |
|---|---|---|---|
| Audit | Member | 5 | Financial reporting oversight, auditor oversight, risk management, related-party transactions review, cybersecurity |
| Nominating & Corporate Governance | Chair | 4 | Board composition/nominees, annual self-evaluation, ESG policies/strategy, Corporate Governance Guidelines review |
Director Compensation (Detail)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 85,000 | 192,498 | 277,498 |
Program mechanics:
- Annual RSU grants vest at the earlier of one year or next annual meeting; change-in-control acceleration if director will not continue on the post-transaction board; subject to annual limits under the 2021 Plan .
Equity Ownership Detail
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 216,711 |
| Outright shares held | 31,250 |
| RSUs vested/vesting within 60 days (settlement deferred) | 185,461 |
| Vested and unsettled RSUs (subset) | 109,375 |
| Ownership % of outstanding | <1% (based on 130,648,819 shares outstanding) |
Related Policies and Controls
- Insider Trading Policy prohibits hedging and outlines blackout/pre-clearance and Rule 10b5-1 requirements .
- Audit Committee pre-approval policy for auditor services and independence oversight; EY audit fees $1,482,625 in 2024 .
- Director Deferred Compensation Plan: permits conversion of cash retainers to fully vested RSUs and deferral of RSU settlement .
Governance Conclusion
Lempres brings high-caliber strategic and governance expertise (McKinsey senior leadership; current General Mills director), serves as Chair of the Nominating and Corporate Governance Committee and on the Audit Committee, and maintains strong alignment through equity-heavy, deferred director compensation . Key governance risks derive from COOK’s controlled company status and investor consent rights over major actions, not from Lempres personally; continued vigilance on related-party transactions and independent oversight remains critical to investor confidence .