Norman Prestage
Lamb Weston HoldingsAbout Norman Prestage
Independent director of Lamb Weston Holdings, Inc. since September 26, 2024; age 60 as of August 1, 2025. Former Partner at Ernst & Young LLP (EY) with 37 years advising global consumer, foodservice, and retail companies; certified public accountant (CPA) with a B.B.A. from the University of Notre Dame. Appointed directly to the Audit & Finance Committee at joining and designated an “audit committee financial expert.” Joined the Board following a director search (not via the 2025 Cooperation Agreement) and is classified as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Global Client Service Partner to large global public companies (consumer products, foodservice, retail, risk management) | 1987 – Jun 2024 | Member, EY Americas Global Accounts Partner Group; EY Global Consumer Products Advisory Board; Retail & Consumer Products Industry Leader (Midwest); Arkansas Office Managing Partner; Southwest Area Partner Forum |
External Roles
- No other public-company directorships disclosed in Lamb Weston’s 2025 proxy for Mr. Prestage.
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under NYSE standards; no family relationships with executives/directors. |
| Committees | Audit & Finance Committee (member). |
| Financial Expert | Identified by the Board as an “audit committee financial expert.” |
| Attendance | Board met 14 times in FY2025; each director attended at least 75% of Board/committee meetings while serving. |
| Committee Meetings FY2025 | Audit (6), Compensation (5), Governance (4). |
| Board Refresh/Activism Context | Board reconstituted in July 2025 under Cooperation Agreement with JANA Partners and Continental Grain; committees refreshed; Prestage remained on Audit. |
Fixed Compensation
| Component | FY2025 Program | Mr. Prestage FY2025 Actual |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | $66,389 (prorated from Sept 26, 2024) |
| Committee Chair Fees | Audit Chair $25,000; Comp Chair $20,000; Gov Chair $15,000 | N/A (not a chair) |
| Meeting Fees | Not disclosed/applicable | Not disclosed/applicable |
| All Other Compensation | Foundation matching gift up to $5,000 | $5,000 |
Notes:
- Effective after the 2025 annual meeting, Board retainer becomes 100% equity; annual equity grant value raised to $270,000; chair retainers remain cash (signals stronger alignment).
Performance Compensation
| Equity Element | Grant Structure | FY2025 Detail for Directors | Mr. Prestage FY2025 Details |
|---|---|---|---|
| Annual RSUs | $170,000 grant value; RSUs vest at earlier of next annual meeting or 1-year anniversary; dividend equivalents accrue in additional RSUs; pro rata vesting on non‑death/disability departure; accelerated on death/disability. | Standard for non-employee directors | Stock awards (grant date fair value): $169,991; outstanding RSUs at FY2025 year-end: 2,498 (includes dividend-equivalent RSUs) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Prestage. |
| Committee interlocks | Compensation Committee interlocks: none involving Mr. Prestage (he is not on the Compensation Committee). |
| Related-party ties | No related-party transactions disclosed since start of the most recent fiscal year; none at appointment. |
Expertise & Qualifications
- CPA; deep financial reporting, accounting, internal controls, and risk/compliance oversight background; designated audit committee financial expert.
- Consumer packaged goods and foodservice industry experience, including risk and M&A advisory for global clients.
- International engagement experience with large public companies.
Equity Ownership
| As of | Beneficially Owned Shares | Deferred Stock/Underlying Units (incl. director deferred plan/RSUs) | Total Shares/Interests Held | Ownership % | Pledged/Hedged |
|---|---|---|---|---|---|
| Aug 1, 2025 | — | 2,514 | 2,514 | Each individual director <1% (139,354,724 shares outstanding) | None pledged; anti-pledging/hedging policy in place for directors |
- Stock ownership guideline: 5x annual Board retainer ($500,000) within five years of Board entry; restricted sales prior to meeting guideline.
Insider Filings and Trades
| Date | Form | Key Disclosure |
|---|---|---|
| Oct 4, 2024 (event date Sept 26, 2024) | Form 3 | Initial statement of beneficial ownership filed; “No securities are beneficially owned” at appointment. |
| Aug 1, 2025 (proxy snapshot) | Beneficial ownership table | Shows 2,514 deferred stock/units (director equity/deferral) and no common stock pledged. |
Governance Assessment
-
Strengths for investor confidence
- Independent director with audit committee financial expert designation; strong fit for Audit & Finance oversight.
- No related-party transactions and explicit review policy; clean appointment disclosure (no Item 404(a) transactions).
- Director pay structure mixes equity and cash, moving to 100% equity retainer post‑2025, enhancing alignment; strict anti‑pledging/hedging; ownership guideline = 5x retainer.
- Board reconstitution under Cooperation Agreement broadened independent expertise; Prestage remained on Audit, preserving continuity of financial oversight.
- Board/committee attendance standard met during FY2025; Board held 14 meetings.
-
Watch items
- Newer director (joined Sept 2024); equity ownership currently modest (2,514 deferred units) but guideline allows five years to reach 5x retainer.
- Activist-related board refresh (JANA/Continental Grain) introduces strategic changes; continuity and effectiveness should be monitored through Audit outcomes and disclosures.
-
Broader shareholder context (signals)
- Say‑on‑pay approval remained strong: 2024 approval ~94%; 2025 vote count For 104,161,555; Against 5,331,386; Abstain 329,054.
- Board added FCF and ROIC to incentive design and shifted director retainer to equity in response to investor feedback—positive alignment signal.
Director Compensation (FY2025)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 66,389 |
| Stock Awards (RSUs, grant date fair value) | 169,991 |
| Option Awards | — |
| All Other Compensation (foundation matching) | 5,000 |
| Total | 241,380 |
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑pay result (proxy/vote count) | ~94% approval (votes cast) | For 104,161,555; Against 5,331,386; Abstain 329,054 |
Related‑Party & Conflicts Check
- Policy: All related‑party transactions require Audit Committee pre‑approval; none required disclosure since the start of the most recent fiscal year.
- Appointment disclosure: No transactions/relationships requiring Item 404(a) disclosure for Mr. Prestage.
- Auditor independence: KPMG retained since 2016; Audit Committee conducts annual independence review.
Equity Ownership & Alignment Policies (Directors)
- Ownership guideline: 5x annual Board retainer ($500,000) within five years of first election; restricted share sales until guideline met.
- Anti‑pledging/anti‑hedging: Prohibited for directors and executive officers.
RED FLAGS
- None identified: no related‑party transactions, no pledging/hedging, no attendance shortfall, no compensation anomalies disclosed for Mr. Prestage.