Paul Maass
Lamb Weston HoldingsAbout Paul T. Maass
Paul T. Maass (age 59) is an independent director of Lamb Weston (LW) since July 2025 and serves on the Audit & Finance Committee as an SEC-designated “audit committee financial expert.” He is CEO of The Scoular Company (since 2016), and previously led Conagra’s Commercial Foods and Private Brands segments and served as interim President of Lamb Weston operations (2010–Jan 2013). He holds a B.S. in Agricultural Business from Iowa State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Scoular Company | Chief Executive Officer; Director | 2016–present | CEO of large private agribusiness; finance and risk oversight |
| Conagra | President, Commercial Foods; President, Private Brands | 2010–2015 | Strategy, operations, supply chain leadership |
| Lamb Weston operations (within Conagra) | Interim President | 2010–Jan 2013 | Led LW operations pre-spin within Conagra |
| ConAgra Mills; J.M. Swank; Spicetec Flavors & Seasonings (Conagra units) | Various leadership roles | Prior to 2010 | Commercial, GM roles in ingredients and flavors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Kansas City | Director | 2022–present | Governance and financial oversight |
| Frontenac Food & Consumer Advisory Board | Advisory Board Member | 2021–present | Sector expertise contribution |
Board Governance
- Independence: The Board determined Maass is independent under NYSE and company standards; 12 of 13 directors are independent overall .
- Committee assignments: Audit & Finance Committee member; designated “audit committee financial expert.” Audit met 6 times in FY2025; Compensation met 5; Governance met 4 .
- Attendance: Board held 14 meetings in FY2025; each director attended at least 75% of Board and committee meetings during their service period .
- Leadership structure: Independent Chairman (Bradley Alford), separate Chair/CEO roles; regular executive sessions at each Board meeting .
| Committee | Maass Membership | Chair? |
|---|---|---|
| Audit & Finance | Member; “financial expert” | No |
| Compensation & Human Capital | No | — |
| Nominating & Corporate Governance | No | — |
Fixed Compensation
- Fiscal 2025 Director Program (non-employee):
- Board cash retainer: $100,000; equity grant value: $170,000 RSUs; Chair retainers: Audit $25,000; Compensation $20,000; Governance $15,000; Chairman retainer $150,000 (paid in stock options in FY2025) .
- RSU vesting: annual RSUs vest on the earlier of next annual meeting or 1-year anniversary; dividend equivalents accrue in RSUs .
- Change adopted July 2025 (effective after Sept 25, 2025 Annual Meeting):
- Board retainer moved to 100% equity; annual equity grant value set at $270,000; committee chair retainers remain cash .
| Item | FY2025 Amount ($) | FY2026+ Structure |
|---|---|---|
| Board cash retainer | 100,000 | Rolled into equity; annual equity grant $270,000 |
| Audit Chair | 25,000 | 25,000 cash |
| Compensation Chair | 20,000 | 20,000 cash |
| Governance Chair | 15,000 | 15,000 cash |
| Chairman retainer | 150,000 (stock options in FY2025) | From July 2026: 50% options / 50% RSUs |
| Standard equity (directors) | 170,000 RSUs grant value | 270,000 RSUs grant value |
Director-specific FY2025:
- Maass joined in fiscal 2026 (July 2025) and received no FY2025 director compensation; prorated 2026 compensation was delivered 100% in RSUs at appointment .
Performance Compensation
Non-employee director pay is not tied to performance metrics; equity is time-based RSUs (and Chairman options), with 1-year vesting for RSUs and dividend equivalents accruing in RSUs. No PSUs/TSR/financial metrics apply to director grants .
| Equity Instrument | Vesting | Grant Value Basis | Dividend/Other Terms |
|---|---|---|---|
| Annual RSUs (directors) | Vest on earlier of next annual meeting or 1-year anniversary | Fixed grant value ($170,000 FY2025; $270,000 post-2025) divided by grant-date close; rounded down | Dividend equivalents accrue in RSUs; same vesting as underlying |
| Chairman stock options | Granted with Chairman retainer (FY2025); shift to 50% options/50% RSUs from July 2026 | Options valued via Black-Scholes at grant | Standard option terms per plan |
Other Directorships & Interlocks
- Current public company directorships: none disclosed for Maass; current roles are at private institutions (Scoular; Federal Reserve Bank) and advisory board .
- Prior relevant industry ties: Extensive executive tenure at Conagra; interim leadership over Lamb Weston operations pre-spin (informational interlock, not current) .
Expertise & Qualifications
- Leadership and strategic experience as CEO of a large agribusiness; operational and CPG/industry expertise; finance and risk oversight; designated audit committee financial expert .
- International, supply chain, and sustainability exposure from agribusiness roles .
Equity Ownership
| Holder | Beneficially Owned Shares | Deferred/Underlying Units | Total Interests Held | Notes |
|---|---|---|---|---|
| Paul T. Maass | — | 1,109 | 1,109 | As of Aug 1, 2025; directors individually own <1% of outstanding common stock (139,354,724 shares outstanding) |
| Stock ownership guideline | 5x annual Board retainer ($500,000) | Attainment within 5 years; sales restricted until met | — | Policy applies to all non-employee directors |
| Anti-pledging/hedging | Prohibited for directors | — | — | Policy forbids pledging, hedging, and short sales |
Governance Assessment
- Board effectiveness: Maass adds deep upstream agribusiness and prior LW operating experience to Audit oversight; designated “financial expert” strengthens financial controls and risk oversight .
- Alignment signals: Board moved to 100% equity retainer post-2025, increasing director skin-in-the-game; strict stock ownership guideline (5x retainer) and anti-pledging/hedging policies enhance alignment and risk control .
- Independence and attendance: Independent director with committee independence; Board met 14 times in FY2025; all directors met ≥75% attendance threshold during their service period—supports engagement .
- Activism context: Maass was one of two “Independent Mutual Directors” added under a Cooperation Agreement with JANA Partners and Continental Grain, indicating a refreshed board and investor-influenced governance. Committees were reconstituted and an independent Chairman elected—generally shareholder-aligned, but observe termination date (April 28, 2026) for any governance shifts .
- Conflicts/related-party: Despite Scoular’s potential role as commodity supplier/customer, the Audit Committee reviewed related party transactions and reported none requiring disclosure since the most recent fiscal year—no current RPT red flags .
RED FLAGS / Watch items
- No related-party transactions disclosed; no pledging/hedging; no attendance shortfalls disclosed .
- Watch: Potential commercial overlap between Scoular (agribusiness) and LW supply chain—maintain oversight through RPT review and Audit Committee processes (currently adequate, none disclosed) .
- Activism-linked appointment under Cooperation Agreement—monitor board continuity post-termination date in 2026 .