Bradley Alford
Lamb Weston HoldingsAbout Bradley A. Alford
Bradley A. Alford (age 69) was appointed to Lamb Weston’s Board in July 2025 and serves as independent Chairman. He is the former Chairman & CEO of Nestlé USA (2006–2013), and previously an Operating Partner (2016–2021) and Industry Advisor (2014–2016) at Advent International. He holds a BS from Miami University and an MBA in marketing and finance from Indiana University. Current public company directorships include Perrigo Company plc (since 2017) and Avery Dennison Corporation (since 2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International Corporation | Operating Partner | 2016–2021 | CPG value creation and operational oversight |
| Advent International Corporation | Industry Advisor | 2014–2016 | Sector advisory; portfolio support |
| Nestlé USA | Chairman & CEO | 2006–2013 | Led U.S. operations; strategic and operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perrigo Company plc | Director | 2017–present | Public company governance; CPG oversight |
| Avery Dennison Corporation | Director | 2010–present | Public company governance; industrial/packaging perspective |
| Conagra Brands, Inc. | Director | 2015–2018 | Prior parent of Lamb Weston; industry interlock (past) |
| Nestlé USA | Director | 2006–2013 | Corporate board experience |
Board Governance
- Independent Chairman; Board leadership separated from CEO; Chairman presides over executive sessions at every regularly scheduled Board meeting .
- Independence: Board determined 12 of 13 directors are independent; Alford is independent and serves as Chairman .
- Committees: Audit & Finance, Compensation & Human Capital, and Nominating & Corporate Governance are fully independent; Alford serves as an ex officio member of each committee (not a voting member) .
- Meeting attendance: Board held 14 meetings in FY2025; each director attended at least 75% of Board and committee meetings during their service period .
- Election support: At the 2025 annual meeting, Alford received 108,516,595 “For” votes, with 1,159,821 “Against,” 145,579 “Abstain,” and 13,605,044 broker non-votes .
- Cooperation Agreement: On June 30, 2025, LW entered a Cooperation Agreement with JANA Partners and Continental Grain; Alford was one of the “Independent New Directors” appointed under the agreement, and was elected Chairman effective July 10, 2025 .
Fixed Compensation
| Element | FY2025 Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 100,000 | Quarterly cash; deferrable under Directors’ Deferred Compensation Plan |
| Chairman retainer | 150,000 | Paid in stock options (FY2025 structure) |
| Audit Committee Chair cash retainer | 25,000 | Chair-only |
| Compensation Committee Chair cash retainer | 20,000 | Chair-only |
| Governance Committee Chair cash retainer | 15,000 | Chair-only |
| Annual equity grant (RSUs) | 170,000 | Grants vest at next annual meeting or one-year anniversary |
Changes approved in July 2025 (effective after the 2025 Annual Meeting): Board retainer becomes 100% equity at $270,000; chair retainers continue in cash; new July 2025 appointees, including Alford, received prorated RSUs, and Alford’s prorated Chairman retainer was 50% stock options and 50% RSUs .
Director stock ownership requirements: 5× annual Board retainer ($500,000) within five years; no sales permitted until guideline met (except for taxes); directors with ≥5 years of service meet the requirement .
Performance Compensation
Directors do not have performance-vesting awards; RSU grants are time-based. LW’s pay-for-performance framework applies to executives and is overseen by the Compensation & Human Capital Committee.
Fiscal 2025 Annual Incentive Plan metrics and results:
| Financial Metric (USD mm) | Weight | Threshold (25%) | Target (100%) | Maximum (200%) | Actual FY2025 | Payout |
|---|---|---|---|---|---|---|
| Net sales | 50% | 6,650 | 7,000 | 7,350 | 6,451 | 0% |
| Adjusted EBITDA | 50% | 1,348 | 1,465 | 1,612 | 1,221 | 0% |
Long-term PSAs (executive): 50% Adjusted EBITDA average annual growth; 50% relative TSR vs S&P 500 Packaged Foods & Meats; FY2023–2025 PSA paid 116.7% overall (relative TSR ~64th percentile paid 100%; EBITDA component paid 133.3%) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Conflict |
|---|---|---|---|
| Perrigo Company plc | Public | Director | None disclosed; no LW related-party transactions |
| Avery Dennison Corporation | Public | Director | None disclosed; no LW related-party transactions |
| Conagra Brands, Inc. | Public | Former Director | Past interlock with LW’s former parent; not current |
There were no related party transactions requiring disclosure since the beginning of the most recent fiscal year .
Expertise & Qualifications
- Leadership and strategic experience (CEO of Nestlé USA; Advent Operating Partner) .
- Deep CPG operational expertise including supply chain, product development, and marketing .
- Corporate governance experience from multiple public boards .
- International perspective from global consumer businesses .
Equity Ownership
Insider filings indicate the following positions and transactions:
| Filing Date | Transaction Date | Form | Security | Qty | Price | Direct/Indirect | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|---|
| 2025-07-16 | 2025-07-10 | 3 | Common Stock | — | — | Indirect | 19,233 shares [I] | https://www.sec.gov/Archives/edgar/data/1679273/000141588925019889/0001415889-25-019889-index.htm |
| 2025-07-28 | 2025-07-25 | 4 | RSUs/Common Stock | 1,417 | 0.00 | Direct | 1,417 shares [D] | https://www.sec.gov/Archives/edgar/data/1679273/000141588925020411/0001415889-25-020411-index.htm |
| 2025-07-28 | 2025-07-25 | 4 | Stock Option (Right to Buy) | 862 | 60.86 | Direct | 862 options [D] | https://www.sec.gov/Archives/edgar/data/1679273/000141588925020411/0001415889-25-020411-index.htm |
| 2025-10-03 | 2025-10-02 | 4 | RSUs/Common Stock | 5,551 | 0.00 | Direct | 6,977 shares [D] | https://www.sec.gov/Archives/edgar/data/1679273/000149037125000003/0001490371-25-000003-index.htm |
| 2025-10-03 | 2025-10-02 | 4 | Stock Option (Right to Buy) | 3,379 | 62.14 | Direct | 3,379 options [D] | https://www.sec.gov/Archives/edgar/data/1679273/000149037125000003/0001490371-25-000003-index.htm |
Anti-hedging/pledging policy: LW prohibits directors and officers from pledging or hedging company shares .
Governance Assessment
Strengths:
- Independent Chairman with deep CPG CEO experience and multi-board governance background .
- Fully independent key committees; board holds executive sessions each meeting; robust stock ownership guidelines drive alignment .
- Transparent pay-for-performance architecture for executives; no director performance vesting; independent consultant (F.W. Cook) deemed independent; no conflicts .
- Strong shareholder support: 2025 Say-on-Pay approved (104,161,555 For; 5,331,386 Against; 329,054 Abstain) and Alford’s election received 108,516,595 For votes .
Watch items / potential red flags:
- Activist agreement and associated advisory fees; Alford appointed under a Cooperation Agreement with JANA/Continental Grain, altering board composition; SG&A reflects activism-related expenses ($4.0mm in Q1 FY2026) .
- Rapid board refresh increases execution demands; ensure continuity in committee oversight and strategic follow-through .
- Director compensation shift to 100% equity retainer increases market sensitivity; monitor dilution and ownership concentration impacts .
Policy and compliance signals:
- No related-party transactions requiring disclosure; double-trigger change-in-control for executives; no tax gross-ups; clawback policies in place .
- Limits on external board service; Alford appears compliant (LW plus Perrigo and Avery Dennison) .
Appendix: Director Compensation Program Details
| Feature | Summary |
|---|---|
| RSU vesting | Vests at next annual meeting or one-year anniversary; dividend equivalents accrue in RSUs; death/disability full vest; otherwise pro-rata on separation . |
| Deferred comp | Directors may defer cash or stock into permitted accounts; no above-market earnings . |
| Post-2025 change | Board retainer becomes 100% equity ($270,000); chair fees remain cash; July 2025 appointees received prorated RSUs; Alford’s prorated Chairman retainer split 50% options/50% RSUs . |
Appendix: Committee Oversight & Consultant
- Compensation & Human Capital Committee uses an independent consultant, F.W. Cook, which provided only compensation-related services and was determined independent with no conflicts .
- Committees oversee risk, HCM, ESG, and IT/cybersecurity; Audit Committee members are financially literate; four members designated “audit committee financial experts” .