Marc Schroeder
Lamb Weston HoldingsAbout Marc Schroeder
Marc J.P.H. Schroeder is President, International at Lamb Weston (LW) since May 2023. A Dutch national, he joined LW in February 2023 via LW’s acquisition of the remaining 50% of LW EMEA, where he was CEO since January 2021; prior roles include CEO of Pepsi Lipton (2016–2020) and senior leadership positions at PepsiCo (SVP Global Nutrition; VP Global Grains; GM Frito-Lay Russia) . Company performance during his LW tenure: FY2025 net sales decreased 0.3% to $6,451 million and Adjusted EBITDA fell 13.8% to $1,220.5 million amid inflation, competitive pricing, and temporary production curtailments; LW returned to growth in the second half with volume gains primarily in International and opened new facilities in the Netherlands and Argentina . LW’s cumulative TSR proxy metric shows a $100 investment valued at $91 in FY2025 vs $124 peer group, with Adjusted EBITDA of $1,221 million and GAAP net income of $357 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LW EMEA (Lamb-Weston/Meijer v.o.f.) | Chief Executive Officer | Jan 2021–Feb 2023 | Led European JV; integrated operations until LW acquired full ownership in Feb 2023 . |
| Pepsi Lipton JV (PepsiCo & Unilever) | Chief Executive Officer | Feb 2016–Nov 2020 | Ran global tea JV; brand and category leadership . |
| PepsiCo | SVP Global Nutrition Group | Aug 2014–Jan 2016 | Led global nutrition portfolio strategy . |
| PepsiCo (Quaker) | VP Global Grains | Sep 2012–Jul 2014 | Drove global grains portfolio . |
| PepsiCo (Frito-Lay Russia) | General Manager | Oct 2009–Aug 2012 | Managed Russia snacks business (P&L leadership) . |
External Roles
No public company directorships or external board roles disclosed for Marc Schroeder .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary (USD) | $625,108 | $653,315 (rate reflects €575,000 converted at 1.14) |
| AIP Target (% of Salary) | 100% | 100% |
| Actual AIP Payout (%) | 0% | 0% |
Multi-year compensation summary:
| Component | FY2024 (USD) | FY2025 (USD) |
|---|---|---|
| Salary | $625,108 | $653,315 |
| Stock Awards (Grant Date Fair Value) | $1,217,419 | $1,081,901 |
| Non-Equity Incentive (LW EMEA cash LTI/AIP) | $741,122 | $623,612 (LW EMEA cash LTI) |
| All Other Compensation | $88,804 | $57,150 |
| Total | $2,672,453 | $2,415,978 |
Performance Compensation
Annual incentive (AIP) design and FY2025 results:
| Financial Metric (USD mm) | Weight | Threshold (25%) | Target (100%) | Max (200%) | Actual | 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% |
| Final Approved Payout | — | — | — | — | — | 0% |
Long-term incentives (LTIP) structure:
- PSAs: 60% of LTIP; 3-year performance with 50% relative TSR (vs S&P 1500 Packaged Foods & Meats) and 50% Adjusted EBITDA AAGR; payout range 0–200%; negative absolute TSR caps TSR payout at 100% .
- RSUs: 40% of LTIP; time-based vesting 33%/33%/34% over three years; dividend equivalents accrue .
Marc Schroeder LTIP grant targets:
| Award | Grant Date | FY2024 Target Units | FY2025 Target Units |
|---|---|---|---|
| PSAs | 7/27/2023 | 6,750 | 12,166 (target for FY2025 cycle) |
| RSUs | 7/27/2023 | 4,500 | 8,111 (target for FY2025 cycle) |
| Target LTIP Dollar Value | — | $1,150,000 | $1,150,000 |
| PSA Target $ | — | $757,519 (grant date fair value at target) | $621,926 (grant date fair value at target) |
| RSU Target $ | — | $459,900 (grant date fair value) | $459,975 (grant date fair value) |
LTIP performance outcomes:
- FY2023–FY2025 PSAs: relative TSR at 64th percentile paid 100%; EBITDA AAGR tranches paid 200%, 200%, 0% → combined 116.7% of target .
- FY2024–FY2026 PSAs: FY2025 EBITDA sub-period 0%; relative TSR tracking below threshold as of FY2025; final payout to be determined post FY2026 .
- FY2025–FY2027 PSAs: FY2025 EBITDA sub-period 0%; relative TSR tracking below threshold as of FY2025; final payout post FY2027 .
- Special FY2023 Leveraged Performance Units (LPUs): 0% earned (stock price hurdles not met) .
- LW EMEA cash LTI (pre-acquisition award aligned to LW Adjusted EBITDA): sub-period payouts 200% (FY2023), 92.0% (FY2024), 83.3% (FY2025); combined 125.1% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficially Owned Shares | 759 |
| Deferred Stock/Underlying Units (incl. RSUs) | 23,486 |
| Total Shares/Interests Held | 24,245 |
| Ownership as % of Outstanding | Each individual <1% (LW had 139,354,724 shares outstanding as of Aug 1, 2025) |
| Options | No options reported for Schroeder as of FY2025 year-end |
| Unvested RSUs (counts, vest 33/33/34) | 11,960 (4/11/2023 grant), 3,116 (7/27/2023 grant), 8,254 (7/26/2024 grant) |
| PSAs Outstanding | FY2024–FY2026: 6,960 (at target basis); FY2025–FY2027: 12,380 (at threshold basis) |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; directors and executives cannot hold LW stock in margin accounts or as loan collateral |
| Stock Ownership Guidelines | 200% of base salary for NEOs; retain 75% of net shares until met; compliance within 5 years |
| Compliance Status | As of FY2024, Schroeder exceeded his ownership guideline ; FY2025 guidelines maintained (all executives either exceed or are within 5-year attainment window) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Role & Start | President, International since May 2023; joined LW Feb 2023 via LW EMEA acquisition . |
| AIP Treatment on Separation | Prorated eligibility for certain events; forfeiture if not active at year-end absent qualifying event; governed by AIP and COC Plan . |
| COC Plan Tier | Tier II participant (2x multiple on severance calculation; double-trigger vesting; COBRA subsidy for 24 months) . |
| Non-Compete/Non-Solicit | Perpetual confidentiality and non-disparagement; 12-month post-termination non-compete and non-solicitation under COC Plan . |
| Netherlands Contract Severance | €400,000 (approx. $454,480) payable upon termination without cause, death, or disability; additional statutory disability/death benefits per WGA/WIA schemes . |
| Change-of-Control Economics (Illustrative at FY2025) | Cash Severance $3,266,575; Accelerated Equity $2,157,597; Benefits $25,000; Total $5,449,172 (assumes CoC and qualifying termination; LW share price $50.56 as of May 23, 2025) . |
| Clawbacks | Dodd-Frank recoupment policy for restatements and legacy clawback for detrimental conduct . |
Performance & Track Record
Company performance during Schroeder’s tenure:
- FY2025 vs FY2024:
- Net Sales: $6,451 million (−0.3%) vs prior year; volume up 2%, with gains primarily in International .
- Adjusted EBITDA: $1,220.5 million (−13.8%), impacted by manufacturing costs, factory burden absorption, transport/warehousing inflation; cost savings partially offset .
- Strategic actions: Restructuring delivering $55 million annualized savings; new facility opened in Kruiningen, NL; Argentina plant commencing production Aug 2025 .
- Pay-versus-Performance perspective:
- TSR proxy metric: LW $91 vs peer group $113 (value of $100 investment measured over SEC-defined window) in FY2025 .
- GAAP Net Income: $357 million FY2025 .
- Adjusted EBITDA (Company-selected measure): $1,221 million FY2025 .
Selected quantitative performance table:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales (USD mm) | $6,467.3 (implied from −0.3% and FY2025 $6,451) | $6,451.0 |
| Adjusted EBITDA (USD mm) | $1,416.7 | $1,220.5 |
| GAAP Net Income (USD mm) | $725.5 | $357.2 |
| TSR – Value of $100 Investment | $157 (LW) / $124 (Peer) | $91 (LW) / $113 (Peer) |
Compensation Structure Analysis
- At-risk mix: Majority of compensation delivered via performance-based equity (PSAs) and RSUs; AIP tied to Net Sales and Adjusted EBITDA; no AIP payout in FY2025 or FY2024, aligning cash outcomes with performance .
- Shift toward cash flow/returns: Program additions for FY2026 include FCF in AIP and ROIC metric in LTIP, reflecting investor feedback and increased focus on cash generation .
- No employment contract inflation: U.S. executives at-will; no excise tax gross-ups; double-trigger only; robust clawbacks; anti-hedging/pledging .
- Special awards discipline: FY2023 LPUs paid 0% (price hurdles unmet), avoiding windfall; PSA payouts tied to multi-year TSR/EBITDA outcomes (FY2023–FY2025 at 116.7%) .
Investment Implications
- Alignment: Schroeder’s pay is heavily at-risk with multi-year PSAs and RSUs; AIP non-payouts emphasize strict adherence to performance (Net Sales, EBITDA), while ownership guidelines and retention requirements strengthen alignment; hedging/pledging bans reduce misalignment risk .
- Vesting and potential selling pressure: Unvested RSUs and PSAs are substantial (RSUs: 23,330 aggregate counts across grants; PSAs: ~19,340 at target/threshold bases), creating scheduled vesting over the next 1–2 years; however, retention rules (75% of net shares until guideline met) mitigate near-term selling pressure .
- Retention and CoC economics: Tier II COC protections (2x cash, accelerated equity) and Netherlands-specific severance provide security without single-trigger acceleration; 12-month non-compete/non-solicit supports continuity and protects IP/customer relationships .
- Execution risk and track record: FY2025 softness and TSR underperformance vs peers heighten the need for International execution; LW’s restructuring savings and new capacity in NL/Argentina plus FY2026 metric changes (FCF, ROIC) are positive levers to watch for pay-for-performance calibration and potential PSA outcomes .