Robert Coviello
Lamb Weston HoldingsAbout Robert J. Coviello
Robert J. Coviello (age 57) has served on Lamb Weston’s Board since March 2020 and is an independent director with deep sustainability, risk/compliance, and international operating experience from senior roles at Bunge and earlier trading roles at Cargill; he holds a BA from Dartmouth and an MBA from Harvard Business School . In FY2025 he moved from Audit & Finance to the Compensation and Nominating & Corporate Governance Committees, reflecting his governance and ESG expertise; he attended at least 75% of Board and committee meetings during his service period in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bunge Global SA | Chief Sustainability & Government Affairs Officer | May 2019 – Jul 2025 | Led sustainability and government affairs; risk/compliance oversight; ESG strategy |
| Bunge Global SA | Chief Growth & Strategy Officer | Jan 2019 – Apr 2019 | Corporate strategy leadership |
| Bunge Global SA | Managing Director, China, Southeast Asia & Australia | 2016 – 2018 | International commercial leadership |
| Bunge Global SA | Various commercial leadership roles (Asia, Europe, US) | 2003 – 2016 | Agribusiness operations and commercial management |
| Cargill, Incorporated | Merchant/trading roles | Pre‑2003 | Commodity trading, commercial roles |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in LW proxy |
Board Governance
- Committee assignments (current): Compensation & Human Capital; Nominating & Corporate Governance; not a chair .
- Prior in FY2025: Served on Audit & Finance until July 10, 2025, then reconstituted per Cooperation Agreement .
- Independence: Board-determined independent; no material relationship; complies with NYSE standards .
- Attendance: Board held 14 meetings; all directors met at least 75% attendance for Board/committees during service periods .
- Committee meeting cadence FY2025: Audit 6; Compensation 5; Governance 4 .
- Governance context: Board reconstituted in July 2025 via Cooperation Agreement with JANA and Continental Grain; refreshed committees and appointed an independent Chairman .
Fixed Compensation
| Element | FY2024 Value | FY2025 Value | Notes |
|---|---|---|---|
| Board Cash Retainer | $100,000 | $100,000 | Quarterly payable; deferral optional via Directors’ Deferred Compensation Plan |
| Equity Grant (RSUs) | $169,937 | $169,991 | Annual RSU grant; number sized by grant-date share price; accrues dividend equivalents |
| Committee Chair Fees | — | — | Not a chair; chair fees: Audit $25k; Comp $20k; Governance $15k |
| Chairman Retainer Mechanism | — | — | For Chairman only: options in FY2025; becomes 50% options/50% RSUs from Jul 2026 |
| All Other (Foundation match) | $0 | $5,000 | Matching gifts program up to $5,000 |
2025 Non-Employee Director compensation totals for Coviello: Cash $100,000; Stock Awards $169,991; All Other $5,000; Total $274,991 . 2024 totals for Coviello: Cash $100,000; Stock Awards $169,937; Total $269,937 .
Performance Compensation
- Director equity form and vesting: RSUs grant on annual meeting date; vest at the next annual meeting or 1-year anniversary; dividend equivalents accrue and vest with RSUs; pro-rata/accelerated vesting on death/disability; pro-rata vesting on other terminations per program .
- Program change effective after 2025 Annual Meeting: Board retainer becomes 100% equity; annual equity value increased to $270,000; committee chair retainers remain cash .
Performance metric framework overseen by the Compensation Committee (company-wide AIP FY2025):
| Metric (USD mm) | Weight | Threshold | Target | Maximum | Actual FY2025 | 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 AIP payout | — | — | — | — | — | 0% |
Long-term PSA structure: 60% of LTIP in PSAs (50% relative TSR vs S&P Packaged Foods peer set; 50% Adjusted EBITDA AAGR over 3 years), with rules on interpolation and negative absolute TSR cap; 40% RSUs time-based vest over 3 years .
Say‑on‑pay support and investor feedback: 94% “FOR” at 2024 annual meeting; in response to investor feedback, FY2026 AIP adds Free Cash Flow and LTIP adds ROIC metric, tightening pay-for-performance; also Board elected to receive 100% equity retainer to enhance alignment .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| — | — | None disclosed in related-party reviews; no transactions requiring Item 404(a) disclosure since the most recent fiscal year |
Expertise & Qualifications
- Leadership and operational expertise from senior roles across global agribusiness; international commercial leadership in Asia and Europe .
- Risk & compliance oversight and ESG credentials from Chief Sustainability & Government Affairs role; corporate governance experience as a public-company director .
- Board skills matrix flags Coviello for Leadership, Operational, Strategic/M&A, International, Corporate Governance, and Environmental/Sustainability competencies; Board tenure 5 years as of Aug 2025 .
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Beneficially owned shares | 1,587 (direct) |
| Deferred stock/underlying units (incl. RSUs/deferrals) | 11,983 |
| Total shares/interests held | 13,570 |
| Outstanding director RSUs at FY2025 year-end | 2,498 |
| Outstanding director RSUs at FY2024 year-end | 2,055 |
| Ownership as % of shares outstanding | ~0.01% (13,570 / 139,354,724) |
| Pledged shares | None; anti‑pledging/hedging policy prohibits pledging and derivative hedging |
| Director stock ownership guideline | 5× annual Board retainer ($500,000); expected within 5 years; directors serving ≥5 years meet guidelines |
Governance Assessment
- Committee leverage: Service on Compensation and Governance places Coviello at the center of pay design and ESG oversight; FY2026 additions of FCF and ROIC metrics and a 100% equity director retainer improve alignment and accountability to shareholders .
- Independence and attendance: Independent status with at least 75% attendance supports board effectiveness; prior audit service adds financial oversight experience .
- Ownership alignment: Holds equity and deferred units; subject to robust stock ownership guidelines and anti-hedging/pledging policies; directors with ≥5 years tenure meet guidelines, reducing misalignment risk .
- Related-party/conflicts: No related-party transactions requiring disclosure; Board employs a formal related-person transaction policy and independent reviews via Audit Committee, mitigating conflict risks .
- Shareholder signals: Strong 2024 say-on-pay (94%) and responsiveness through metric changes; however, 2025 AIP paid 0% amid weaker operating results, reinforcing pay-for-performance integrity .
- Board refresh/activism context: Cooperation Agreement with JANA/Continental Grain drove significant refresh and committee reconstitution; activism expense disclosed; governance posture appears improved with independent chair and fully independent committees, but investors should monitor stability and execution post-refresh. RED FLAGS: None disclosed specific to Coviello; contextual activism and rapid refresh warrant monitoring, not immediate concern .
Overall, Coviello’s profile—ESG, international, and risk oversight experience—fits Lamb Weston’s current strategic and governance needs, with pay and policy structures trending toward stronger cash flow/returns alignment and robust ownership/anti-hedging standards .