Scott Ostfeld

About Scott Ostfeld

Scott Ostfeld, age 48, is an independent director of Lamb Weston (LW) who joined the Board in July 2025 via a Cooperation Agreement with JANA Partners and Continental Grain; he is Managing Partner and Portfolio Manager at JANA Partners (Managing Partner since 2023; PM since 2012; Partner since 2011). He holds a BA, JD, and MBA from Columbia University. The Board classifies him as independent under NYSE and company standards, and he currently serves on the Compensation & Human Capital and the Nominating & Corporate Governance Committees .

Past Roles

External Roles

Board Governance

• Committee assignments (effective July 10, 2025): Compensation & Human Capital Committee (member) and Nominating & Corporate Governance Committee (member). The Board expanded to 13 directors and reconstituted committees pursuant to the June 30, 2025 Cooperation Agreement; Bradley Alford became Chairman on July 10, 2025 .
• Independence: The Board determined 12 of 13 directors are independent; Mr. Ostfeld is listed as independent and serves on independent-only committees (Compensation; Nominating). Compensation and Audit Committee members meet enhanced SEC/NYSE independence requirements .
• Attendance: The Board held 14 meetings in FY2025; during the period each director served, all attended at least 75% of Board and applicable committee meetings. Directors are expected to attend the Annual Meeting and all meetings of committees on which they serve .
• Ownership and conduct policies: Non-employee director stock ownership guideline is 5x annual Board retainer (currently $500,000) within five years of joining; anti-pledging/hedging policy in place for directors and officers; annual Board and committee self-evaluations conducted .
• Related-party transactions: No transactions requiring disclosure under Item 404(a) since the beginning of the most recent fiscal year .
• Shareholder feedback signal: Say-on-Pay for FY2025 received 104,161,555 votes for vs. 5,331,386 against (329,054 abstain; broker non-votes 13,605,044) at the September 25, 2025 meeting .

Fixed Compensation

• FY2025 director compensation table notes that Ms. Kimmelshue and Messrs. Alford, Kurzius, Maass, McLevish, and Ostfeld joined in fiscal 2026 and received no FY2025 compensation or stock awards .

Performance Compensation

Note: As a director, Mr. Ostfeld’s compensation does not include performance goal-based incentives. The Compensation Committee uses an independent consultant and annually benchmarks director pay versus peers .

Other Directorships & Interlocks

Expertise & Qualifications

• Leadership, M&A, and CPG: 20+ years investing with value-creation mandates; consumer products exposure .
• Financial acumen and risk oversight: Capital markets, finance, and risk management expertise .
• Corporate governance: Legal background and multi-board governance experience .
• Education: BA, JD, MBA from Columbia University .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold stock equal to 5x annual Board retainer (currently $500,000) within five years; sales restricted before compliance; anti-pledging/hedging policy applies to directors .

Governance Assessment

• Board effectiveness and refresh: The 2025 Cooperation Agreement expanded the Board to 13 and reconstituted committees, placing Mr. Ostfeld on two key governance bodies (Compensation & Human Capital; Nominating & Corporate Governance). This indicates responsiveness to shareholder input and enhances governance oversight capacity .
• Independence with activist ties: Though the Board classifies Mr. Ostfeld as independent, he is an “Independent Shareholder Director” designated pursuant to a JANA/Continental Grain Cooperation Agreement. Provisions include JANA’s replacement right if he vacates the seat before the agreement’s termination date and an irrevocable resignation letter tied to material breach by JANA—features that may create perceived alignment with the shareholder parties during the agreement term, despite formal independence status .
• Alignment and incentives: Mr. Ostfeld assigns all his RSUs to JANA, resulting in no direct beneficial ownership as of Aug 1, 2025. Given LW’s 5x retainer ownership guideline and the shift to 100% equity for the Board retainer, this assignment may limit personal “skin-in-the-game” alignment, although the overarching ownership and anti-hedging policies remain strong .
• Compensation structure: Non-employee director pay is predominately equity-based (moving to 100% equity retainer post-2025), with time-based vesting and no performance metrics—typical for directors and supportive of long-term alignment; committee chair fees are modest and paid in cash .
• Risk indicators and red flags:
  • RED FLAG: Activism-linked seat with replacement rights and irrevocable resignation letter contingent on the shareholder party’s conduct could influence director independence perceptions during the agreement period .
  • RED FLAG: Assignment of RSUs to JANA reduces direct personal ownership alignment for Mr. Ostfeld .
  • Mitigants: Board-wide anti-pledging/hedging policy; no related-party transactions requiring disclosure; robust committee independence; strong say-on-pay support in 2025 .
• Attendance and process quality: FY2025 Board/committee attendance met the ≥75% threshold; annual self-evaluations and limits on outside boards are in place, with compliance reported .

Shareholder sentiment: 2025 Say-on-Pay passed with 104.2M for vs. 5.3M against, indicating supportive investor stance on compensation practices during the period surrounding the Board refresh .