Hala Moddelmog
Lamb Weston HoldingsAbout Hala G. Moddelmog
Independent director since July 2017; age 69. President & CEO of the Woodruff Arts Center (since Sept 2020) and former President & CEO of Metro Atlanta Chamber (2014–June 2020); prior operating roles include President of Arby’s, CEO of Susan G. Komen, CEO of Catalytic Ventures, and President of Church’s Chicken; B.A. (Georgia Southern) and M.A. (University of Georgia). The Board identifies her for leadership, QSR/operational expertise, and governance/human capital skillset, and lists her as independent; she is also a director of Corpay, Inc. since April 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodruff Arts Center | President & CEO | Sep 2020–Present | Executive leadership of major arts institution |
| Metro Atlanta Chamber | President & CEO | 2014–Jun 2020 | Represented business community incl. 15+ Fortune 500s |
| Arby’s Restaurant Group, Inc. | President | 2010–2013 | QSR operations and strategy |
| Susan G. Komen for the Cure | President & CEO | Not disclosed | Nonprofit executive leadership |
| Catalytic Ventures, LLC | CEO | Not disclosed | Investment/consulting in multi-unit retail |
| Church’s Chicken (AFC Enterprises) | President | Not disclosed | QSR leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corpay, Inc. | Director | Since Apr 2017 | Not disclosed |
Board Governance
- Committees: Compensation and Human Capital Committee (member); Nominating & Corporate Governance Committee (Chair) .
- Committee meetings FY2025: Audit 6; Compensation 5; Governance 4 .
- Independence: Board determined 12 of 13 current directors are independent; Moddelmog listed “Independent” in director matrix .
- Attendance: Board held 14 meetings in FY2025; each director attended at least 75% of Board/committee meetings; all directors at 2024 annual meeting .
- Governance Chair responsibilities include individual director interviews annually; broader governance practices include annual elections, majority voting with resignation policy, proxy access, independent chair, and executive sessions .
Fixed Compensation
| Component (FY2025 non-employee director) | Amount ($) | Notes |
|---|---|---|
| Board Cash Retainer | 100,000 | Paid quarterly; deferrable under Directors’ Deferred Compensation Plan |
| Governance Committee Chair Cash Retainer | 15,000 | Applies to Governance Chair |
| Equity Grant (RSUs) | 170,000 | Grant on annual meeting date; RSUs vest at next annual meeting or 1-year anniversary |
| Foundation Matching (All Other) | 5,000 | Matching gift program cap per fiscal year |
| Moddelmog FY2025 Total | 274,991 | Fees: 100,000; Stock Awards: 169,991; All Other: 5,000 |
Performance Compensation
- Director equity is time-based RSUs (no performance metrics). RSUs vest on earlier of next annual meeting or 1-year from grant; dividend equivalents accrue in additional RSUs; prorated vesting on certain terminations; Chairman retainer paid in options in FY2025; effective after 2025 annual meeting, Board retainer moves to 100% equity ($270,000) while chair retainers remain cash, and chairman retainer split 50% options/50% RSUs starting July 2026 .
| Metric | Applicability to Director Compensation | Details |
|---|---|---|
| Performance-based metrics (e.g., FCF, ROIC, TSR) | Not used for director RSUs | Director grants are time-based; vest schedule as above |
| Moddelmog Outstanding RSUs (as of May 25, 2025) | 2,498 | Includes dividend-equivalent RSUs |
Note: Beginning FY2026, executive incentive plans include FCF (AIP) and ROIC (LTIP), indicating tighter pay-for-performance oversight by the committee on which Moddelmog serves .
Other Directorships & Interlocks
| Company | Relationship to LW | Potential Interlock/Conflict |
|---|---|---|
| Corpay, Inc. | Unrelated industry (payments/financial services) | No LW-related transactions disclosed; no related-party transactions in FY2025 |
Expertise & Qualifications
- Leadership: President/CEO roles across nonprofit and civic institutions; prior QSR president roles .
- Industry & Operations: Deep QSR domain knowledge; international, operational, strategic experience .
- Governance & Human Capital: Significant governance and inclusion experience; chairs Governance Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares | 3,422 | Sole voting/investment power unless stated; none pledged |
| Deferred Stock/Underlying Units | 15,701 | Includes RSUs/deferred units; accumulates dividends |
| Total Shares/Interests Held | 19,123 | Less than 1% of outstanding |
| Shares Outstanding (as of Aug 1, 2025) | 139,354,724 | Reference denominator |
| Director Ownership Guideline | 5x annual Board retainer ($500,000) within 5 years | All directors serving 5+ years meet guideline (includes Moddelmog) |
| Anti-Pledging/Hedging Policy | Prohibited for directors/executives | No pledging by named insiders disclosed |
Insider Trades
| Transaction Date | Form | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-10-04 | 4 | Award (A) | 2,469 | 0 | 18,822 | https://www.sec.gov/Archives/edgar/data/1679273/000141588924024843/0001415889-24-024843-index.htm |
| 2025-10-02 | 4 | Award (A) | 4,345 | 0 | 23,568 | https://www.sec.gov/Archives/edgar/data/1679273/000120838325000004/0001208383-25-000004-index.htm |
Awards reflect annual director RSUs; “securitiesOwned” shows post-transaction position; transactions are more current than proxy disclosures.
Say-On-Pay & Shareholder Feedback
- FY2025 advisory vote on executive compensation: For 104,161,555; Against 5,331,386; Abstain 329,054 (broker non-votes 13,605,044) .
- Director election support: Moddelmog received 101,075,420 For; 8,604,362 Against; 142,213 Abstain (broker non-votes 13,605,044) versus peers like Maass (109,259,361 For), Hawaux (107,423,306 For) .
Compensation Committee Analysis
- Composition (FY2025): Peter J. Bensen (Chair), Robert J. Coviello, Ruth Kimmelshue, Lawrence Kurzius, Hala G. Moddelmog, Scott Ostfeld .
- Responsibilities include CEO goals/evaluation, executive pay decisions, equity grants, HCM oversight, stock ownership guidelines, clawback implementation, and recommending non-employee director compensation .
- Consultant: F.W. Cook retained; provided benchmarking, plan design advice, and director comp recommendations; determined independent with no conflicts; no other services to the company in FY2025 .
- Peer Groups: FY2025 and FY2026 peer groups refreshed; added BellRing Brands, Molson Coors, WK Kellogg; removed Kellanova; selection criteria include size and talent competition .
Related-Party Transactions
- Policy requires Audit Committee pre-approval; none required to be disclosed under Item 404(a) since the beginning of the most recent fiscal year .
Governance Assessment
- Independence and leadership: Independent director; chairs Governance (which runs annual evaluations and one-on-one director interviews), and serves on Compensation overseeing strengthened executive metrics (FCF/ROIC) starting FY2026, supporting accountability and capital discipline .
- Alignment signals: Shift to 100% equity Board retainer post-2025 annual meeting; director stock ownership guideline at 5x retainer with compliance for ≥5-year directors; anti-pledging/hedging policy; RSU dividend equivalents reinvested—all supportive of shareholder alignment .
- Voting signal: Moddelmog’s 2025 election support (101.1M For) trailed several peers (e.g., 109.3M For for Maass), indicating relatively higher dissent; continued investor engagement advisable .
- Conflicts/related parties: No related-party transactions disclosed; independence standards met; limits on external board service complied with .
- Activist framework: 2025 Cooperation Agreement reconstituted Board and committees; presence of shareholder designees (e.g., Ostfeld assigns RSUs to JANA) underscores heightened oversight context for committee chairs, including Moddelmog .