Peter Bensen
Lamb Weston HoldingsAbout Peter J. Bensen
Peter J. Bensen (age 63) is President of Bensen LLC, a board consulting firm, since January 2018; he joined Lamb Weston’s board in December 2017 and is designated independent under NYSE rules . He previously served as Chief Administrative Officer (2015–2016) and Chief Financial Officer (2008–2015) at McDonald’s Corporation, and was a senior manager at Ernst & Young; he is a CPA with a B.S. in accounting from St. Joseph’s College Indiana . As of August 1, 2025, he beneficially owned 12,204 LW shares plus 15,701 deferred/underlying units (total 27,905) with no pledging, aligning with director ownership guidelines that require 5x the annual retainer and are met by all directors with ≥5 years of service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Chief Administrative Officer | Mar 2015 – Sep 2016 | Oversaw information technology organization; risk, financial reporting, and controls expertise . |
| McDonald’s Corporation | CFO (Corporate Sr. EVP then EVP) | Jan 2008 – Feb 2015 (CFO); May 2014 – Feb 2015 (Corporate Sr. EVP) | Financial reporting, internal controls, risk management . |
| Ernst & Young LLP | Senior Manager | Pre-1996 | Audit and financial controls background . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CarMax, Inc. | Director | Since Apr 2018 | Current public company directorship; committee roles not disclosed by LW . |
| Catamaran Corporation | Director | Dec 2011 – Jul 2015 | Prior public company board service . |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; Member, Nominating & Corporate Governance Committee (effective July 10, 2025) .
- Independence: Board deems all FY2025 Compensation Committee members (including Bensen post reconstitution) independent under NYSE standards; no related-party relationships requiring disclosure for committee members in FY2025 .
- Attendance and engagement: Board held 14 meetings in FY2025; each director attended at least 75% of Board and committee meetings during their period of service; Audit (6), Compensation (5), Governance (4) meetings held .
- Related-party transactions: None required to be disclosed since beginning of the most recent fiscal year; Audit Committee pre-approves such transactions under a formal policy .
- Anti-pledging/hedging: Directors prohibited from pledging or hedging LW stock; all directors comply; none of the shares owned by directors/NEOs are pledged .
Fixed Compensation
| Element | FY2025 Value | Notes |
|---|---|---|
| Board Cash Retainer | $100,000 | Standard non-employee director retainer in FY2025 . |
| Committee Chair – Compensation | $20,000 | Cash retainer; Bensen became Chair in July 2025 (post FY2025), so FY2025 cash table reflects pre-chair status . |
| Equity Grant (Annual RSUs) | $170,000 | Granted at annual meeting; time-based vesting; dividends accrue as RSUs . |
| FY2025 Individual Compensation – Cash | $100,000 | Fees earned/paid in cash for Bensen . |
| FY2025 Individual Compensation – Stock Awards (RSUs) | $169,991 | Grant-date fair value (ASC 718) . |
| FY2025 Individual Compensation – All Other | $5,000 | Foundation matching gift program . |
| FY2025 Individual Compensation – Total | $274,991 | Sum of elements above . |
- Program shift: Effective after the 2025 Annual Meeting, Board retainer moves to 100% equity; annual equity grant value increases to $270,000; committee chair retainers remain cash (signal of increased equity alignment) .
Performance Compensation
| Component | Performance Metric | Vesting/Terms | FY2025 Detail |
|---|---|---|---|
| Director RSUs | None (time-based, not performance-based) | Vest on earlier of next annual meeting or 1-year anniversary; dividend equivalents accrue; pro-rata vesting on service termination; deferral optional . | Bensen received RSUs valued at $169,991; outstanding RSUs at FY2025 year-end: 2,498 . |
No director stock options for Bensen; only the Chairman (Jurgensen in FY2025 before resignation) had options; Bensen held no options as of May 25, 2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | CarMax, Inc. (Director since Apr 2018) . |
| Prior public boards | Catamaran Corporation (Dec 2011 – Jul 2015) . |
| Interlocks/potential conflicts | No related-party transactions disclosed in FY2025; independence affirmed; anti-pledging/hedging policy in place . |
Expertise & Qualifications
- Financial acumen and risk/compliance oversight; IT and security experience from CFO/CAO roles at McDonald’s, including oversight of IT organization .
- QSR industry expertise and international experience; leadership, operational, and strategic capabilities .
- Skills matrix highlights: Financial, Leadership, Operational, Risk & Compliance, Strategic/M&A, Retail/CPG/Industry, QSR, IT & Security .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially Owned Shares | 12,204 . |
| Deferred Stock/Additional Underlying Units | 15,701 . |
| Total Shares/Interests Held | 27,905 . |
| Outstanding RSUs (as of May 25, 2025) | 2,498 . |
| Ownership vs. Guidelines | Directors with ≥5 years meet guideline of 5x annual retainer; Bensen (director since 2017) in this cohort . |
| Pledging/Hedging | None pledged; hedging prohibited by policy . |
Recent Insider Transactions (Form 4)
| Filing Date | Transaction Date | Type | Shares Acquired | Price | Shares Owned After | Source |
|---|---|---|---|---|---|---|
| 2025-10-03 | 2025-10-02 | Award (A) – Common Stock | 4,345 | $0 | 20,146 | https://www.sec.gov/Archives/edgar/data/1679273/000139552625000005/0001395526-25-000005-index.htm |
| 2024-10-07 | 2024-10-04 | Award (A) – Common Stock | 2,469 | $0 | 15,400 | https://www.sec.gov/Archives/edgar/data/1679273/000141588924024838/0001415889-24-024838-index.htm |
Governance Assessment
- Board effectiveness: As Compensation & Human Capital Committee Chair, Bensen is positioned to influence pay-for-performance alignment; committee independence affirmed; meeting cadence and attendance indicate active governance .
- Alignment signals: Shift to 100% equity board retainer post-2025 annual meeting enhances shareholder alignment; Bensen’s equity holdings and compliance with stringent ownership guidelines (5x retainer) support “skin in the game” .
- Conflicts/related party exposure: No related-party transactions disclosed; anti-pledging/hedging policy reduces alignment risks; beneficial ownership unpledged .
- Engagement with activists: Committee reconstitution under Cooperation Agreement places activist-affiliated director (Scott Ostfeld) on Compensation & Governance alongside Bensen, increasing oversight and signaling responsiveness to shareholder input .
RED FLAGS
- None disclosed for Bensen: no related-party transactions, no pledging/hedging, and independent status maintained .
Additional Context
- FY2025 director compensation structure: cash retainer $100k, equity grant $170k with time-based vesting; foundation matching up to $5k; Bensen’s FY2025 total: $274,991 .
- Committee workload baseline: FY2025 meetings—Compensation (5), Governance (4); Bensen chaired Compensation after July 10, 2025; FY2025 table reflects pre-chair period .