Bernadette Madarieta
Lamb Weston HoldingsAbout Bernadette Madarieta
Bernadette M. Madarieta is Lamb Weston’s Chief Financial Officer (age 50), serving as CFO since August 2021 after joining the company in October 2016 as Vice President & Controller/Principal Accounting Officer; she previously held VP & Controller roles at Packaging Corporation of America and Boise Inc., bringing 25+ years of finance leadership spanning public companies and Big 4 experience . FY2025 company performance saw net sales decline 0.3% to $6,451 million and Adjusted EBITDA decline 13.8% to $1,220.5 million , while pay-for-performance oversight (including her role chairing the management Risk Oversight Committee as CFO) remained active . Since the 2016 spin-off, Lamb Weston’s TSR turned $100 into $191 vs. $124 for the S&P Packaged Foods & Meats, showing long-term value creation despite near-term headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lamb Weston | Chief Financial Officer | Aug 2021–present | Principal financial officer; chairs management Risk Oversight Committee to coordinate ERM and risk response across functions |
| Lamb Weston | VP & Controller; Principal Accounting Officer | Oct 2016–Aug 2021 | Led controllership and reporting after spin-off; established accounting controls in a global footprint |
| Packaging Corporation of America | Vice President & Controller | Oct 2013–Mar 2016 | Directed corporate controllership for a large manufacturer |
| Boise Inc. | Vice President & Controller | Feb 2011–Oct 2013 | Led finance operations in packaging and paper products |
| Big 4/Public Companies | Finance leadership | 25+ years | Cumulative finance management across public/private firms and Big 4 training |
External Roles
Not disclosed in SEC filings reviewed for FY2024–FY2025 .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 570,000 | 600,000 | 600,000 |
| All Other Compensation ($) | 89,279 | 156,600 | 51,923 |
| Total Cash ($) | 659,279 | 756,600 | 651,923 |
Notes: FY2025 “All Other Compensation” includes company contributions to 401(k) ($28,973) and non-qualified deferred compensation ($22,950) . No pension participation; Lamb Weston does not offer above-market returns in deferred plans .
Performance Compensation
- Structure:
- Annual Incentive Plan (AIP): 50% Net Sales, 50% Adjusted EBITDA; thresholds, targets, and maximums set to drive balanced growth and profitability . FY2025 payout = 0% (both metrics below threshold) .
- Long-Term Incentive (LTIP): 60% PSAs, 40% RSUs; PSAs split 50% relative TSR vs S&P Packaged Foods & Meats, 50% Adjusted EBITDA AAGR over three years; RSUs vest ratably over three years with dividend equivalents .
| AIP FY2025 | Weight | Threshold (25%) | Target (100%) | Max (200%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Net Sales ($mm) | 50% | 6,650 | 7,000 | 7,350 | 6,451 | 0% |
| Adjusted EBITDA ($mm) | 50% | 1,348 | 1,465 | 1,612 | 1,221 | 0% |
| PSAs – Completed Cycle | Component | Result | Payout |
|---|---|---|---|
| FY2023–FY2025 PSAs | Relative TSR (vs S&P Packaged Foods & Meats) | 64th percentile; absolute TSR negative → capped at 100% | 100% |
| FY2023–FY2025 PSAs | Adjusted EBITDA AAGR (3 tranches) | FY23: 200%; FY24: 200%; FY25: 0% | 133.3% |
| FY2023–FY2025 – Combined | Weighted average | — | 116.7% |
| FY2025 LTIP Targets (Grants made July 2024) | Award Type | Target $ | Target Units |
|---|---|---|---|
| PSAs (50% TSR, 50% EBITDA AAGR) | PSA | 720,000 | 12,696 |
| RSUs (33%/33%/34% vesting) | RSU | 480,000 | 8,464 |
Grant-date fair values (accounting) for FY2025: RSUs $479,993; PSAs $649,020 (max $1,298,040) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficially Owned Shares | 63,508 |
| Deferred/Underlying Units (incl. RSUs in plans) | 19,831 |
| Total Shares/Interests | 83,339 |
| Options Exercisable ≤60 days | 44,015 |
| Option Grant/Terms | 7/29/2022; Exercise Price $79.66; Expiry 7/29/2029 |
| Unvested RSUs at FY2025-end | 8,613 (multiple grants; includes dividend equivalents) |
| PSAs Outstanding | FY23–25: 7,473 (max basis); FY24–26: 7,264 (target basis); FY25–27: 12,920 (threshold basis) |
| Ownership Guideline | 2x base salary (CFO), retain 75% of net shares until met |
| Compliance Status (FY2024) | Exceeded guideline as of 5/26/2024 |
| Pledging/Hedging | Prohibited for directors and execs; none of the reported holdings are pledged |
Employment Terms
- Employment and Severance
- U.S. executive officers are employed “at will” with no individual employment/severance agreements .
- Executive Change of Control (COC) Plan (double-trigger): CFO designated Tier II; lump-sum severance equals 2× (base salary + greater of current target bonus or highest actual bonus in past three years), prorated current-year bonus, COBRA premium differential for 24 months, and acceleration of equity per plan terms .
- Restrictive covenants (COC participation): perpetual confidentiality/non-disparagement; 12-month non-compete and non-solicit post-termination .
| Potential Payments (Hypothetical as of 5/23/2025) | Cash Severance | Equity Acceleration | Health/Other Benefits | Total |
|---|---|---|---|---|
| Change of Control + Qualifying Termination | 4,080,001 | 2,176,372 | 71,095 | 6,327,468 |
| Death | — | 2,100,920 | 1,000,000 | 3,100,920 |
| Disability | — | 1,855,838 | 150,000 | 2,005,838 |
- Clawbacks: Dodd-Frank recoupment (mandatory on restatement) plus legacy discretionary clawback for detrimental conduct; both applicable to executives .
- AIP treatment on separation/change-of-control governed by plan rules (e.g., pro rata eligibility for certain terminations; governed by COC plan on change-of-control) .
Performance Compensation – Detailed Vesting & Schedules
- RSUs: vest 33%, 33%, 34% on/shortly after first, second, third anniversaries; dividend equivalents accrue and vest with RSUs .
- PSAs: earned based on three-year performance (relative TSR and EBITDA AAGR), with payout from 0–200%; dividend equivalents accrue only on earned PSAs and are subject to performance- and service-vesting .
- Options: special performance-based awards vest 33/33/34 over three years; seven-year expiry from grant date; double-trigger vesting on change of control .
Multi-Year Compensation (Total and Components)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | 2,279,823 | 1,270,444 | 1,129,013 |
| Option Awards ($) | 1,139,989 | — | — |
| Non-Equity Incentive ($) | 1,140,000 | — (AIP 0%) | — (AIP 0%) |
| Total Compensation ($) | 5,219,091 | 2,027,044 | 1,780,936 |
Say-on-Pay & Governance Signals
- Say-on-pay support: ~94% FOR at 2024 annual meeting .
- Program risk controls: multiple metrics, capped incentives, stock ownership/holding requirements, hedging/pledging prohibitions, clawbacks, no excise tax gross-ups, double-trigger equity vesting on change of control .
Additional Operating/Capital Allocation Commentary
- FY2025 capital intensity shift: CFO guided toward ~3% of sales for base capital and ~2% for modernization, within an estimated ~$500 million CapEx plan, including ~$100 million for wastewater treatment; focus on maintaining assets and capabilities .
Investment Implications
- Pay-for-performance alignment: Two consecutive years of 0% AIP payout (FY2024 and FY2025) reflect rigorous annual targets versus actual results; PSAs still paid above target for the FY2023–FY2025 cycle (116.7%), supported by multi-year EBITDA growth and relative TSR performance, indicating long-term alignment even amid near-term softness .
- Retention and change-of-control: Tier II COC protection with double-trigger equity and cash severance reduces flight risk and preserves objectivity in strategic events; restrictive covenants and clawbacks mitigate downside behavior risks .
- Ownership alignment: 2× salary stock ownership guideline (met as of FY2024) and 75% post-vesting share retention support “skin in the game”; strict anti-hedging/pledging policies minimize misalignment and leverage risks .
- Potential selling pressure: Near-term vesting from RSUs (annual tranches) and any earned PSAs could create periodic supply, but retention requirements and ownership guidelines should dampen net selling; there is no pledging and options are long-dated (2029), limiting forced sales dynamics .
- Execution risk and value creation: CFO’s role in ERM and capital allocation (CapEx reorientation, cost controls) is central as the company navigates lower restaurant traffic and inflationary costs; management’s FY2026 plan adds FCF to AIP and ROIC to LTIP, tightening pay linkage to cash discipline and returns—constructive for investors focused on capital efficiency .