Elizabeth Lempres
About Elizabeth Lempres
Elizabeth C. Lempres, age 64, is an independent director of General Mills, Inc. (GIS) who has served on the board since 2019; she is a member of the Audit Committee and Chair of the Compensation and Talent Committee, bringing senior leadership and financial experience from a nearly three-decade career at McKinsey & Company, with early engineering roles at IBM and GE . Her board skills matrix highlights senior executive leadership, industry focus, accounting/financial expertise, global experience, and governance expertise, aligning well with GIS’s oversight needs . Education is not disclosed in the proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Global Leader, Private Equity & Principal Investors | 2016–2017 | Led global PE/Principal Investors practice; deep strategy/risk expertise supporting board portfolio shaping . |
| McKinsey & Company | Senior Partner; Global Leader, Consumer Sector | 2010–2014 | Global consumer products/retail exposure across North America, LATAM, Europe, Asia, Africa; valuable market perspective . |
| McKinsey & Company | Senior Partner (joined firm 1989; retired Aug 2017) | 1989–2017 | Extensive senior leadership advising global consumer goods companies on complex strategy . |
| IBM; General Electric | Engineering-related positions | Not disclosed | Technical/operational grounding prior to consulting career . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NIQ Global Intelligence plc | Director | Not disclosed | Current public company directorship . |
| Traeger, Inc. | Director | Not disclosed | Current public company directorship . |
| Axalta Coating Systems Ltd. | Director | 2017–2022 | Prior public company directorship . |
Board Governance
| Committee | Role | FY2025 Meetings | Independence/Notes |
|---|---|---|---|
| Compensation & Talent Committee | Chair | 4 | All members independent under NYSE; functions include CEO goals/comp approval, director pay recommendations, culture/talent oversight, comp risk assessment . |
| Audit Committee | Member | 7 | All members financially literate; audit committee financial experts designated: Dorer, Morikis, Sprunk; committee oversees internal control, audit firm independence, ERM assignment, ethics/compliance . |
- Independence: Lempres is an independent director; each member of the compensation and audit committees met independence standards during fiscal 2025 .
- Attendance: In FY2025, the board met 8 times and committees met 22 times; all directors attended at least 75% of aggregate board/committee meetings, and all then-serving directors attended the 2024 Annual Meeting of Shareholders .
- Governance structure: Independent Lead Director role defined with robust responsibilities; all five standing committees are composed entirely of independent directors .
- Related-party oversight: Corporate Governance Committee reviews and approves transactions with related persons; committee also oversees board composition and annual self-evaluation .
Fixed Compensation
| Fiscal Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | 130,000 | 180,073 | 310,073 |
| FY2023 | 113,750 | 180,033 | 293,783 |
| Director Compensation Elements (FY2025) | Amount |
|---|---|
| Annual retainer (independent directors) | $100,000 |
| Additional retainer – Compensation & Talent Chair | $25,000 |
| Additional retainer – Audit Committee member | $5,000 |
| Additional retainer – Independent Lead Director (not applicable to Lempres) | $35,000 |
Lempres’s FY2025 cash fees reflect base retainer plus her chair premium and audit member fee ($100,000 + $25,000 + $5,000 = $130,000) .
Performance Compensation
| Item | Detail |
|---|---|
| Annual RSU grant (reelected directors, Sep 24, 2024) | 2,441 RSUs at $73.77/share; grant-date fair value $180,073 . |
| Vesting | Generally vests at the next annual meeting of shareholders; forfeited if director leaves prior to vesting; dividend equivalents accrue and pay only to extent RSUs vest . |
| Performance metrics tied to director equity | None; director RSUs are time-based vesting, not performance-conditioned . |
| FY2025 year-end unvested RSUs | 2,441 RSUs for each independent director . |
Other Directorships & Interlocks
| Company | Relationship to GIS | Potential Interlock/Conflict Notes |
|---|---|---|
| NIQ Global Intelligence plc | Unspecified | No related-party transaction disclosed in proxy; corporate governance committee reviews related-person transactions . |
| Traeger, Inc. | Unspecified | Same as above . |
| Axalta Coating Systems Ltd (2017–2022) | Unspecified | Same as above . |
Expertise & Qualifications
- Senior executive leadership with global consulting experience in consumer products and retail; financial and risk management skills leveraged in audit and compensation oversight .
- Skills matrix highlights industry focus, accounting/financial expertise, global experience, and governance expertise; complementary board fit for strategic advice and oversight .
Equity Ownership
| Category | Amount/Status |
|---|---|
| Beneficial ownership – shares | 17,966 shares . |
| Deferred stock units (vested and deferred; no current voting/investment power) | 2,843 units . |
| Unvested RSUs (FY2025 year-end) | 2,441 RSUs . |
| Ownership guideline (independent directors) | 5x annual cash retainer; must hold all shares received as compensation until guideline met . |
| Guideline compliance (as of Jul 31, 2025) | Met or exceeded (all independent directors except Dorer) . |
| Hedging/Pledging | Prohibited for directors and executive officers . |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Shares Owned After | Source |
|---|---|---|---|---|---|
| Sep 30, 2025 | Stock Award (Grant) | 3,571 | $0.00 | 24,013 |
Governance Assessment
- Board effectiveness: As Compensation & Talent Committee Chair and Audit Committee member, Lempres is central to pay-for-performance oversight, CEO evaluation, comp risk assessment, and financial reporting integrity; both committees are fully independent and operate with structured mandates and executive sessions .
- Alignment and incentives: Director pay structure combines cash retainer with time-vested RSUs (~$180k), encouraging equity alignment without short-term risk-taking; ownership guidelines at 5x retainer and anti-hedging/pledging enhance long-term alignment; Lempres is in compliance as of July 31, 2025 .
- Attendance and engagement: Board/committee cadence (8 board, 22 committee meetings) and minimum 75% attendance achieved by all directors indicate baseline engagement; Lempres also attended the 2024 Annual Meeting under the “all directors” coverage .
- Compensation governance quality: The committee she chairs uses FW Cook as an independent consultant, evaluates peer group annually, and found no consultant conflicts in FY2025; meets in executive session to promote independent decision-making—positive investor confidence signal .
- Conflicts and related-party exposure: Corporate Governance Committee screens and approves any related-person transactions; hedging/pledging bans reduce misalignment risk; no specific related-party transactions tied to Lempres are disclosed—no evident red flags from proxy .
RED FLAGS: None disclosed specific to Lempres in the proxy; not designated as an audit committee “financial expert,” though financially literate—mitigated by committee composition including multiple designated experts .