André Hawaux
Lamb Weston HoldingsAbout André J. Hawaux
André J. Hawaux, 64, has served as an independent director of Lamb Weston since July 2017. A former EVP/COO of DICK’S Sporting Goods and former CFO and President, Consumer Foods at Conagra, he brings deep finance, operations, and risk oversight expertise; he is the current Chair of Lamb Weston’s Audit & Finance Committee and is designated an “audit committee financial expert.” He holds a BBA in accounting (Pace University) and an MBA in international finance (Southern New Hampshire University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DICK’S Sporting Goods, Inc. | EVP & COO; interim principal financial officer; EVP COO & CFO; EVP Finance, Administration & CFO | Aug 2015–Aug 2017; Aug–Sep 2016; Feb–Aug 2015; Jun 2013–Jan 2015 | Led operations and finance; oversaw significant IT projects in finance roles |
| Conagra (pre-spin parent of LW) | President, Consumer Foods; EVP & CFO | Began 2009; 2006–2009 | Finance leadership; oversight of Finance and Information Systems & Services |
| PepsiAmericas / Pepsi-Cola North America / Pepsi International China | General Manager (large U.S. division); CFO roles | Not specified | Senior operating and finance roles across consumer beverage businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PulteGroup, Inc. | Director | Since 2013 | Not disclosed in LW proxy |
| Tractor Supply Company | Director | Since July 2022 | Not disclosed in LW proxy |
Board Governance
- Committee assignments: Audit & Finance Committee Chair; independent director; not a member of Compensation or Nominating & Corporate Governance committees .
- Audit qualifications: The Board determined Messrs. Hawaux, Maass, McLevish, and Prestage are “audit committee financial experts.” The Audit Committee oversees financial reporting, internal audit, risk assessment, capital structure, CapEx, dividends/repurchases, and cybersecurity .
- Independence: Board determined 12 of 13 directors (including Hawaux) are independent under NYSE and Company standards; no family relationships disclosed among directors/executives .
- Attendance: Board held 14 meetings in FY2025; each director attended at least 75% of Board and committee meetings during their service period .
- Governance practices: Regular executive sessions of independent directors at every scheduled meeting; anti-hedging/anti-pledging policy; clawback policies aligned with NYSE and SEC rules; proxy access; majority voting with resignation policy .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (FY2025) | $100,000 | Paid quarterly; deferral available via Directors’ Deferred Compensation Plan |
| Audit Committee Chair Cash Retainer (FY2025) | $25,000 | Paid in cash |
| Annual RSU Grant (FY2025) | $170,000 | RSUs vest on earlier of next annual meeting or one-year from grant; dividend equivalents accrue as RSUs; pro rata vesting on non-death/disability separation |
| Chairman Retainer | N/A for Hawaux | Chairman retainer applies to Board Chair; RSU/option mix updated effective July 2026 |
2025 Non-Employee Director Compensation (Hawaux):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| André J. Hawaux | 121,458 | 169,991 | — | — | 291,449 |
Program change: Following the 2025 Annual Meeting, Board retainer moved to 100% equity with annual equity grant value of $270,000; committee chair retainers continue in cash .
Performance Compensation
- Director equity is time-based (RSUs); no performance metrics are used for non-employee director compensation. Vesting and dividend-equivalent accruals per RSU award terms; no meeting fees disclosed .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | PulteGroup, Inc.; Tractor Supply Company |
| Shared directorships/conflicts | No related party transactions requiring disclosure since the most recent fiscal year; none of directors’ shares are pledged . |
| Activist context | June 30, 2025 Cooperation Agreement with JANA Partners and Continental Grain expanded and reconstituted the Board and committees; Hawaux retained as Audit Chair in the reconstituted committee structure . |
Expertise & Qualifications
- Financial acumen and risk/compliance oversight from CFO roles; designated “audit committee financial expert” .
- Operational leadership across retail and CPG; IT/security oversight through finance-led technology projects at DICK’S .
- Corporate governance and international experience across major consumer companies .
Equity Ownership
| Holder | Beneficially Owned Shares (#) | Deferred Stock/Additional Underlying Units (#) | Total Interests Held (#) | Notes |
|---|---|---|---|---|
| André J. Hawaux | 46,884 | 2,514 | 49,398 | Includes 9,227 shares owned by spouse and 3,583 shares with shared voting/investment power |
| Shares Outstanding (as of Aug 1, 2025) | 139,354,724 | — | — | Individual and group beneficial ownership <1% |
| Ownership % (computed) | ~0.035% | — | — | Computed as 49,398 / 139,354,724 using values above |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x the annual Board retainer ($500,000); compliance required within five years; directors with ≥5 years of service meet guidelines (covers Hawaux) .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging Company stock; none of Hawaux’s shares are pledged .
Governance Assessment
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Strengths
- Deep finance and operating pedigree; Audit & Finance Committee Chair and audit financial expert designation support robust oversight of reporting, controls, ERM, and cybersecurity—key for investor confidence .
- Independence confirmed; strong attendance; regular independent executive sessions strengthen board oversight .
- Ownership alignment through RSU grants and 5x retainer stock ownership requirements; no pledging; ability to defer retainers into stock units .
-
Watch items
- Multi-board service (PulteGroup, Tractor Supply) increases time commitments; however, Company policy caps are met (≤4 boards; ≤2 other audit committees for Audit members) and Hawaux remains compliant per Principles .
- Activist-driven board reconstitution can shift committee priorities and oversight focus; continued monitoring of Audit Committee cadence and risk coverage is warranted .
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Broader governance signals
- No related-party transactions requiring disclosure in the latest period, reducing conflict risk .
- Prior say-on-pay support ~94% in 2024 suggests constructive shareholder engagement and overall governance credibility, though focused on executive pay rather than director compensation .