Ruth Kimmelshue
Lamb Weston HoldingsAbout Ruth Kimmelshue
Independent director at Lamb Weston (LW) since July 2025; age 62. She is Senior Advisor at Continental Grain Company (since Jan 2025) and previously served as Corporate Senior Vice President, Animal Nutrition & Health Global Enterprise at Cargill (2021–2024), and Cargill’s first Chief Sustainability Officer (2018–2021). She holds a BA in International Relations and an MA in Agricultural Economics from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Incorporated | Corporate Senior VP, Animal Nutrition & Health Global Enterprise | Mar 2021 – Dec 2024 | Led global animal nutrition/health businesses; senior operating leadership |
| Cargill, Incorporated | Chief Sustainability Officer | Mar 2018 – Mar 2021 | Company’s first CSO; ESG leadership |
| Cargill, Incorporated | Corporate Senior VP, Business Operations & Supply Chain | Dec 2015 – Mar 2021 | Global operations and supply chain oversight |
| Cargill, Incorporated | Business Unit President (Turkey & Cooked Meats; Cargill Salt), Commercial/Supply Chain leadership | 1999 – 2015 | Multiple BU leadership roles in U.S./Europe |
| Continental Grain Company | Merchandising/trading, facility/general management, economic analysis, marketing & sales (U.S./Europe) | 1986 – 1999 | Commercial and operating roles across grain/oilseeds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | Senior Advisor | Jan 2025 – Present | Food/agribusiness investor/operator; shareholder party to LW Cooperation Agreement |
| H.B. Fuller Company (public) | Director | Oct 2017 – Present | Not disclosed in LW proxy |
| Wayne-Sanderson Farms | Director | Jul 2022 – Present | Not disclosed in LW proxy |
Board Governance
- Committee assignments: Compensation & Human Capital Committee (member) and Nominating & Corporate Governance Committee (member); no chair roles disclosed .
- Independence: Board determined she is independent under NYSE and Company standards; all three standing committees are fully independent .
- Attendance: Board held 14 meetings in FY2025; each director serving during the period attended at least 75% of Board/committee meetings. Ms. Kimmelshue joined in July 2025 (after FY2025 end) .
- Executive sessions: Independent directors meet in executive session at every regularly-scheduled Board meeting .
- Stock ownership policy (directors): Must hold LW stock equal to 5x annual board retainer ($500,000) within five years; may not sell until guideline met (except for taxes) .
- Cooperation Agreement context (governance signal):
- Appointed July 10, 2025 as one of the “Independent Shareholder Directors” identified by Continental Grain (a shareholder party, alongside JANA Partners) .
- Replacement right: If Ms. Kimmelshue resigns/vacates before the agreement’s termination, Continental Grain may designate a replacement (subject to Board acceptance) provided shareholder parties maintain at least 1.5% net long position .
- Irrevocable resignation: She submitted an irrevocable resignation effective upon a material breach by Continental Grain of certain obligations, at the Board’s discretion to accept/reject .
- Related-party review: LW reports no related party transactions required to be disclosed since the start of the most recent fiscal year .
RED FLAGS / Watch items: Shareholder-affiliated appointment via Cooperation Agreement (replacement right; irrevocable resignation linked to shareholder party compliance) warrants monitoring for independence perception, though the Board classifies her as independent and reports no related-party transactions .
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (FY2025 program) | $100,000 | Paid quarterly; directors may defer retainers . |
| Equity Grant Value (FY2025 program) | $170,000 | RSUs; vests at next annual meeting or 1-year anniversary; dividend equivalents accrue in RSUs . |
| Committee Chair Retainers | Audit Chair: $25,000; Comp Chair: $20,000; Gov Chair: $15,000 | Paid in cash . |
| Chairman Retainer | $150,000 | In FY2025 paid in stock options (moving to 50% options/50% RSUs starting July 2026) . |
| Program change (effective after 2025 Annual Meeting) | $270,000 equity | Board retainer moves to 100% equity; committee chair retainers remain cash . |
| Ms. Kimmelshue appointment proration | Prorated compensation 100% in RSUs upon July 2025 appointment | Fiscal 2025 compensation table excludes her as she joined in FY2026; proration described in director program . |
Performance Compensation (Director)
- LW does not use performance-based metrics for non-employee director pay; equity is time-based RSUs that vest at the next annual meeting or after one year; dividend equivalents accrue in additional RSUs. Chairman retainer includes equity/option components; no director meeting fees disclosed .
Other Directorships & Interlocks
| Company/Entity | Nature of Link | Governance Relevance |
|---|---|---|
| Continental Grain Company | Senior Advisor; Continental Grain is a shareholder party to LW’s Cooperation Agreement that added Ms. Kimmelshue to LW’s Board and holds replacement rights | Potential affiliation perception; Board maintains independence classification; irrevocable resignation mechanism tied to shareholder party compliance . |
| H.B. Fuller Company | Director since 2017 | No LW-related transactions disclosed . |
| Wayne-Sanderson Farms | Director since 2022 | No LW-related transactions disclosed . |
Expertise & Qualifications
- Leadership/Operations/International: Led global businesses at Cargill; extensive commercial and supply chain leadership .
- Industry expertise: Deep food supply chain and agricultural commodities experience .
- ESG/Sustainability: Served as Cargill’s first Chief Sustainability Officer .
- Skills matrix flags: Leadership, Operational, International, Corporate Governance, Environmental/Sustainability among her identified competencies .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned LW shares | 0 (as of Aug 1, 2025) |
| Deferred stock/underlying units (incl. RSUs/deferrals) | 1,109 units |
| Total interests held | 1,109 |
| Ownership as % of outstanding | <1% (company notes all directors/NEOs individually under 1%) |
| Director stock ownership guideline | 5x annual board retainer ($500,000) within 5 years; no sales until met (tax exceptions) |
| Hedging/pledging | Prohibited for directors and executives |
Governance Assessment
-
Positives:
- Relevant operating and ESG expertise for LW’s supply chain–intensive, food processing business; sits on Compensation & Human Capital and Nominating & Corporate Governance committees where her background is additive .
- Independent status; strong governance practices: annual elections, majority voting with resignation policy, proxy access, independent committees, regular executive sessions, anti-hedging/pledging, and clawbacks (for executives) .
- Director pay shifts to 100% equity retainer post-2025, enhancing alignment with shareholders .
- Board/committee attendance expectations and FY2025 attendance record for serving directors indicate engagement; she joined post-FY2025 .
-
Watch items:
- Cooperation Agreement dynamics (shareholder-affiliated appointment; replacement right by Continental Grain; irrevocable resignation tied to shareholder party compliance) are atypical and merit ongoing monitoring for perceived/actual independence and potential conflicts; LW discloses no related-party transactions .
- New to LW Board (since July 2025); beneficial ownership currently modest (1,109 units), though policy provides five years to reach 5x retainer .
-
Shareholder/context signals:
- Company reports robust shareholder engagement and strong 2024 say-on-pay support (94%), and has added FCF/ROIC metrics to executive incentives starting FY2026—indicative of responsiveness to investors (governance environment relevant to her Compensation Committee role) .