Lawrence Kurzius

About Lawrence E. Kurzius

Lawrence E. “Larry” Kurzius (age 67) is an independent director of Lamb Weston (LW), appointed in July 2025 as part of a Cooperation Agreement-driven board refresh. He is the former Executive Chairman and prior Chair/CEO of McCormick & Company; he holds a B.A. in Economics from Princeton University and currently serves as Chairman of Elanco Animal Health and as a director of The Cooper Companies .

Past Roles

External Roles

Board Governance

• Independence and appointment: Classified as Independent; joined as an “Independent Mutual Director” mutually agreed by the Company and shareholder parties JANA Partners and Continental Grain under the June 30, 2025 Cooperation Agreement .
• Committee assignments: Member, Compensation & Human Capital Committee; Member, Nominating & Corporate Governance Committee (not a chair) .
• Board/committee activity levels: FY2025 meetings held — Board: 14; Audit: 6; Compensation: 5; Governance: 4. Company disclosed that, during the period served, each director attended at least 75% of applicable meetings in FY2025 (note: Mr. Kurzius joined post-FY2025 close) .
• Leadership structure: Bradley A. Alford elected Chairman effective July 10, 2025; ex officio member of each committee .
• ESG and risk oversight: Governance Committee oversees ESG strategy and board evaluation; Compensation Committee oversees human capital and risks in pay programs; Audit Committee oversees ERM, cybersecurity, and finance .
• Anti-pledging/hedging; clawbacks: Directors are prohibited from hedging/pledging; company maintains clawback policies (Dodd-Frank and legacy) for executives .
• Limits on outside boards: Policy caps most directors at four public company boards (including LW); Audit members capped at two other audit committees; all directors in compliance per proxy .

Fixed Compensation

Performance Compensation

Note: Director compensation is service-based; no revenue/EBITDA/TSR performance metrics apply to non-employee director pay as disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Leadership/CPG/Operations: Deep CPG operating experience across McCormick and prior roles (consumer trends, global operations, strategy) .
• Risk/compliance and ESG: Led sustainability initiatives at McCormick; experience with UN Global Compact LEAD and ESG oversight; Governance/Comp committee service at LW .
• Human capital: Experience leading a >14,000-employee organization; executive compensation and leadership development expertise .

Equity Ownership

• Director stock ownership guideline: 5x annual Board retainer ($500,000 under prior $100k cash retainer framework); directors must attain within five years of joining and may not sell until the guideline is met (except for taxes) .

Governance Assessment

• Strengths for investor confidence

  • Independent director with extensive CPG operating and board leadership credentials (former McCormick CEO/Chair; current Elanco Chairman), positioned on Compensation and Governance committees where his experience is directly relevant .
  • Board shifted director retainer to 100% equity and added FCF/ROIC to executive incentives after shareholder feedback, signaling alignment and responsiveness; Kurzius joined amid this refresh .
  • No related-party transactions requiring disclosure in the most recent period; strong anti-hedging/pledging policies encompass directors .

• Watch items / potential red flags

  • Optics: McCormick is included in LW’s compensation peer group while Kurzius serves on LW’s Compensation Committee and is the former McCormick CEO/Chair; he is no longer on McCormick’s board, but committees should continue to monitor for perceived bias in benchmarking .
  • Board refresh via Cooperation Agreement with activist shareholders (JANA, Continental Grain) adds pressure for performance and accountability; Kurzius is one of the mutually agreed independent additions, which increases expectations for decisive oversight and alignment with the settlement’s objectives .
  • Time commitments: Concurrent Elanco chairmanship and Cooper Companies directorship require attention to potential overboarding risk; LW policy caps are four public boards and the proxy states compliance, but ongoing monitoring of attendance remains prudent .

• Attendance and engagement

  • Company disclosed each director attended ≥75% of meetings during the period served in FY2025; Board and committees conduct annual self-evaluations, with individual director interviews by the Governance Chair .

• Compensation governance

  • Compensation Committee uses an independent consultant (F.W. Cook), maintains clawbacks (executive), prohibits hedging/pledging, and avoids option repricing—practices supportive of shareholder alignment; Kurzius sits on this committee .

Related Party Transactions and Conflicts

• Policy requires pre-approval of related party transactions by the Audit Committee; none required disclosure since the beginning of the most recent fiscal year .
• Anti-pledging/hedging restrictions apply to directors; none of the named individuals’ shares are pledged .

Director Compensation Reference (Structure)

Conclusion: Kurzius brings high-caliber CPG leadership, ESG and human capital oversight experience to LW, with committee placements that can enhance board effectiveness. Key monitoring items include perceived benchmarking optics given his McCormick background and continued delivery on activist-driven governance and performance commitments .