Keith R. McLoughlin
CAMPBELL'SAbout Keith R. McLoughlin
Keith R. McLoughlin, age 69, has served as an independent director of The Campbell’s Company since 2016 and is the non‑executive Board Chair. He was interim President & CEO from May 2018 to January 2019. Previously CEO of AB Electrolux (2011–2016), senior leader at Electrolux (2003–2011) and spent 22 years in senior roles at E.I. DuPont de Nemours. He holds a B.S. in engineering from the United States Military Academy at West Point .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Campbell’s Company | Interim President & CEO | May 2018 – Jan 2019 | Board‑led strategic and portfolio review; unique perspective on operations and strategy |
| AB Electrolux | President & CEO | 2011 – Feb 2016 | Global operations leadership; international business expertise |
| Electrolux (North America/LatAm) | President; EVP & Head of Global Operations | 2003 – 2011 | Led major appliances divisions; global operations |
| E.I. DuPont de Nemours | Senior leadership across consumer brands | ~22 years | Retail sales/marketing/innovation; organizational and HR matters |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Briggs & Stratton Corp. | Director | 2007 – 2021 | Public board/corporate governance experience |
Board Governance
- Board Chair (independent); current committee chart shows no standing committee assignments for McLoughlin (chairs of all four committees are other independent directors) .
- Independence: Board affirmatively determined each director other than the CEO (Beekhuizen) to be independent under Nasdaq and company standards; McLoughlin is independent .
- Leadership structure: roles of CEO and Board Chair are separated; Board requires either independent Chair or lead independent director; current structure emphasizes independent oversight .
- Board attendance: In fiscal 2025, the Board held six regular and one special meeting; all directors attended at least 85% of Board and committee meetings. In fiscal 2024, all directors attended at least 80% .
- Executive sessions and evaluations: Independent directors regularly meet in executive session and conduct annual board/committee/self evaluations; periodic third‑party facilitation used .
- Committee interlocks: None on Compensation & Organization Committee .
Fixed Compensation
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Director compensation framework (Calendar 2025):
- Annual cash retainer: $119,000
- Annual stock retainer: $167,000
- Committee chair retainers: Audit $30,000; Compensation & Organization $25,000; Finance & Corporate Development $20,000; Governance $20,000
- Audit Committee member (excl. chair): $7,500
- Board Chair annual retainer: $350,000 (unchanged since 2019)
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Fiscal 2025 amounts paid/awarded to McLoughlin:
- Cash fees: $294,000
- Stock awards (aggregate grant date fair value): $337,000
- Total: $631,000
- Deferral election: he elected to defer the value of his stock awards into the Supplemental Retirement Plan’s Campbell Stock Fund (indexed to common stock) .
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Year‑over‑year change signal: Equity portion of non‑employee director retainers was increased by $10,000 in 2025 to maintain competitiveness; FW Cook retained to benchmark . In 2024, equity portion increased by $5,000 .
Performance Compensation
- Directors receive an annual stock retainer; stock awards are fully vested at grant; no meeting fees; compensation is delivered quarterly; directors may elect stock in lieu of cash .
- Clawback/hedging: Company maintains clawback policies for incentive compensation; insider trading policy prohibits any hedging and prohibits pledging by directors and officers (no existing pledges) .
| Instrument | Grant type | Vesting | Performance metrics |
|---|---|---|---|
| Annual director stock retainer | Shares of common stock | Fully vested at grant | None disclosed/applicable for directors’ annual equity; program designed to align with shareholders via ownership |
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| Briggs & Stratton Corp. | Director | Former (2007–2021) | No Compensation & Organization Committee interlocks at Campbell |
Expertise & Qualifications
- Executive leadership (former CEO of two global enterprises), international operations, strategic planning, innovation, retail sales/marketing; deep familiarity with Campbell from interim CEO role .
- Public company board governance experience .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 52,385 |
| Shares acquirable within 60 days | 0 |
| Total beneficially owned | 52,385 |
| Percent of class | * (less than 1%) |
| Phantom units in deferred compensation account | 55,302 |
| Director stock ownership guideline | 5× annual cash retainer, to be met within five years |
| Compliance status | Each director has met or is on track to meet guideline |
| Hedging/pledging | Prohibited for directors; no existing pledge agreements |
Note: Phantom units are not voting shares but represent economic exposure to Campbell common stock .
Recent Insider Filings (Form 4)
| Filing date | Form | Key detail |
|---|---|---|
| Sep 27, 2024 | Form 4 | Statement of changes; phantom stock credited; phantom shares fully vested (economic equivalent of common) |
| Mar 28, 2025 | Form 4 | Statement of changes in beneficial ownership filed (issuer IR page) |
Governance Assessment
- Board effectiveness: Strong independence structure (11/12 independent, independent Board Chair); separation of CEO/Chair; four fully independent committees; robust evaluations; active shareholder engagement .
- Attendance & engagement: Board and committee attendance above thresholds (≥85% in FY25); directors expected to attend annual meetings .
- Alignment: Director ownership guideline of 5× cash retainer; McLoughlin’s use of the deferred stock fund indicates alignment with shareholder outcomes; no hedging/pledging allowed .
- Compensation: Board Chair retainer unchanged since 2019 (stability); overall director pay mix emphasizes equity retainer; no meeting fees (disciplined structure) .
- Conflicts/related‑party: No related‑person transactions disclosed for the period; independence standards applied; no committee interlocks .
- Say‑on‑pay context: High shareholder support (96% approval in 2024) reflects confidence in compensation governance broadly (for NEOs) .
Red flags: None disclosed specific to McLoughlin. No pledging or hedging; no related‑party transactions; attendance satisfactory; independence affirmed .
Monitoring points: Continued oversight of Board Chair time commitments and neutrality; family shareholder dynamics are material at Campbell but are governed under independence standards and related‑party policies .