Sylvia Wilks
Lamb Weston HoldingsAbout Sylvia Wilks
Sylvia J. Wilks is Lamb Weston’s Chief Supply Chain Officer, appointed in August 2024. She brings 30+ years of supply chain leadership across consumer-packaged goods, food and beverage manufacturing, automotive, and retail, including senior roles at REI (Chief Supply Chain Officer, May 2022–Aug 2024) and TireHub (VP, Supply Chain Operations, July 2018–Apr 2022), with prior leadership roles at Kimberly-Clark and Starbucks . Lamb Weston’s FY2025 pay-for-performance construct tied executive pay to net sales and Adjusted EBITDA; results were $6,451 million in net sales and $1,221 million in Adjusted EBITDA, resulting in a 0% annual incentive payout for all NEOs . Long-term incentives are 60% PSAs (50% relative TSR, 50% Adjusted EBITDA growth over a three-year period) and 40% RSUs vesting 33%/33%/34% over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Recreational Equipment, Inc. (REI) | Chief Supply Chain Officer | May 2022–Aug 2024 | Led end-to-end supply chain for specialty outdoor retail |
| TireHub LLC | VP, Supply Chain Operations | Jul 2018–Apr 2022 | Directed national tire distribution operations |
| Kimberly-Clark Corporation | Supply chain leadership roles | Not disclosed | CPG supply chain leadership |
| Starbucks Corporation | Supply chain leadership roles | Not disclosed | Food and beverage supply chain leadership |
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Base Salary Rate | $575,000 |
| Salary Paid | $464,423 |
| AIP Target (% of Salary) | 70% |
| AIP Target Award ($) | $325,096 |
| AIP Payout (%) | 0% |
| One-time Sign-on Bonus ($) | $200,000; repayment obligation: 100% if termination in year 1; 50% if termination in year 2, except for reasons unrelated to performance/behavior |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2025
| Metric | Weight | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | Actual Result | Approved Payout |
|---|---|---|---|---|---|---|
| Net sales (USD mm) | 50% | $6,650 | $7,000 | $7,350 | $6,451 | 0% |
| Adjusted EBITDA (USD mm) | 50% | $1,348 | $1,465 | $1,612 | $1,221 | 0% |
- AIP design ties payouts to both top-line and profitability; above-target payouts require achieving both, and no adjustments were made to FY2025 AIP results .
Long-Term Incentive Plan (LTIP) Structure
- PSAs: 60% of target; 3-year performance period; metrics are 50% relative TSR and 50% Adjusted EBITDA AAGR; earn-out 0–200% based on three annual sub-period achievements averaged across FY2025–FY2027; forward-looking targets are not disclosed, with retrospective disclosure at cycle completion .
- RSUs: 40% of target; vest 33%, 33%, 34% on dates shortly after the first, second, and third anniversaries of grant; dividend equivalents accrue as additional RSUs subject to same vesting .
FY 2025 LTIP Grants (Targets and Units)
| Award Type | Target ($) | Target Units | Max Units | Grant/Approval Date | Notes |
|---|---|---|---|---|---|
| PSAs | $540,000 | 9,260 | 18,520 | Grant: Aug 12, 2024; Approval: Jul 12, 2024 | PSA cycle FY2025–FY2027; 50% TSR / 50% Adjusted EBITDA growth |
| RSUs (annual) | $360,000 | 6,174 | — | Grant: Aug 12, 2024; Approval: Jul 12, 2024 | Vest 33/33/34; dividend equivalents accrue |
| RSUs (hire make-whole) | — | 10,289 | — | Grant: Aug 12, 2024 | Same vesting as annual RSUs; awarded to make whole upon hire |
| RSUs (total FY2025 reported count) | — | 16,463 | — | Grant: Aug 12, 2024 | Includes hire grant + annual RSUs |
| Fiscal 2025 Grant Date Fair Value | RSUs: $959,958; PSAs (probable): $473,742; PSAs (max): $947,484 | — | — | — | Reported under ASC 718 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficially Owned Common Shares | — (none listed) |
| Deferred Stock/Underlying Units | 22,683 |
| Total Shares/Interests Held | 22,683 |
| Ownership as % of Outstanding | <1% (all individual NEOs/directors each <1%) |
| Pledged Shares | None; anti-pledging/hedging policy prohibits pledging/hedging |
| Stock Ownership Guideline | 200% of base salary; five-year window to attain; retain 75% of net shares until met; unexercised options and unearned PSAs do not count |
| Compliance Status Context | All executives either exceed guideline or are within the five-year period and subject to retention requirements until met |
Employment Terms
| Provision | Terms / Estimated Values |
|---|---|
| Employment | U.S. executive officers employed “at will” without individual severance agreements |
| Change-of-Control Severance Plan (COC) | Tier II participant; double-trigger required (CoC + qualifying termination or failure to provide replacement award) |
| COC Cash Severance Multiple | 2x the sum of (base salary) + (greater of target bonus for year of termination or highest actual bonus in prior 3 years) |
| COC Other Cash | Pro rata annual bonus for year of termination based on actual performance |
| COC COBRA Subsidy | Fully taxable subsidy for 24 months for Tier II |
| COC Equity | Full acceleration of service-based awards; performance-based awards accelerate based on actual achievement if known or greater of target vs actual measurable at termination |
| Estimated COC Benefits (as of May 25, 2025) | Cash: $2,125,288; Accelerated Equity: $1,325,734; Health/Welfare: $55,300; Total: $3,506,322 |
| RSU & Option Treatment (non-CoC) | Double-trigger vesting on CoC; various pro rata/automatic vesting on death/disability/retirement; forfeiture on other terminations except certain pro-rata cases (see RSU/option agreements) |
| Clawbacks | Dodd-Frank compliant recoupment for restatements (Rule 10D-1) and discretionary legacy clawback for detrimental conduct |
| Deferred Compensation | Not applicable; aggregate balance at last FYE: $24,708 |
| Other Benefits | 401(k) company contributions included in All Other Compensation; relocation/financial planning as applicable to NEO program |
Company Performance Context (FY 2023–FY 2025)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $5,350.6 million | $6,467.6 million | $6,451.3 million |
| EBITDA (USD) | $1,081.1 million* | $1,429.7 million* | $1,258.3 million* |
| Net Income (USD) | $1,008.9 million | $725.5 million | $357.2 million |
*Values retrieved from S&P Global.
Investment Implications
- Pay-for-performance rigor: FY2025 AIP paid 0% for all NEOs as net sales and Adjusted EBITDA results fell below threshold/target, underscoring a tight alignment of cash incentives to company performance .
- Equity-heavy incentives and retention: Wilks holds significant unvested RSUs and PSAs with three-year vesting/performance cycles, plus a 75% net share retention requirement until ownership guidelines are met—reducing near-term selling flexibility and aligning with long-term value creation .
- Change-of-control economics: As a Tier II participant, Wilks has 2x cash severance exposure with double-trigger equity acceleration; estimated CoC package totals ~$3.51 million as of FY2025, indicating moderate retention protection and potential event-driven compensation sensitivity .
- Governance safeguards: Anti-pledging/hedging and robust clawback policies mitigate misalignment risks; no excise tax gross-ups on CoC benefits reflects shareholder-friendly design .