Timothy McLevish
About Timothy R. McLevish
Timothy R. McLevish (age 70) is an independent director of Lamb Weston (LW) since July 2025. He is Managing Partner of Strategic Advisory Partners LLC (since December 2018), a CPA, and holds a B.S. in accounting from the University of Minnesota and an MBA from Harvard Business School; he is certified in cybersecurity oversight by the NACD. Previously he served as CFO at Walgreens Boots Alliance, Kraft Foods Group, Ingersoll-Rand, and Mead, and was Lamb Weston’s Executive Chairman from November 2016 to September 2017. He was appointed to LW’s Board pursuant to a Cooperation Agreement process where certain nominees were identified by JANA Partners and Continental Grain (he was identified by the Shareholder Parties) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrier Corporation | Special Advisor | Nov 2020 – Feb 2021 | Advisory role during transition |
| Carrier Corporation | Chief Financial Officer | Sep 2019 – Nov 2020 | Finance leadership, controls and reporting oversight |
| Lamb Weston Holdings, Inc. | Executive Chairman | Nov 2016 – Sep 2017 | Led Board during early standalone phase |
| Walgreens Boots Alliance, Inc. | Chief Financial Officer | Not disclosed | Led finance at global pharmacy retail leader |
| Kraft Foods Group, Inc. | Chief Financial Officer | Not disclosed | Finance leadership at CPG company |
| Ingersoll-Rand Corporation | Chief Financial Officer | Not disclosed | Finance leadership at diversified industrial |
| Mead Corporation | Chief Financial Officer | Not disclosed | Finance leadership at paper/packaging co. |
| Touche Ross & Co. | Public Accountant | Not disclosed | Public accounting experience (CPA) |
| General Mills, Inc. | Early career | Not disclosed | CPG operating exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Advisory Partners LLC | Managing Partner | Dec 2018 – present | Strategic and M&A advisory |
| Revlon, Inc. | Director | Apr 2023 – present | Consumer/beauty sector insight |
| Freshpet, Inc. | Director | Aug 2023 – present | Packaged food/pet category expertise |
| R.R. Donnelley & Sons Company | Director (former) | 2016 – 2022 | Printing/supply chain oversight |
| Kennametal Inc. | Director (former) | 2004 – 2019 | Industrial/manufacturing oversight |
| Conagra Brands, Inc. | Director (former) | 2015 – 2016 | Packaged foods peer exposure |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Independent (Board-determined) |
| Committee assignments | Audit & Finance Committee (member) |
| Committee chair roles | None (not a chair) |
| Financial expert designation | Identified by Board as an “audit committee financial expert” |
| Committee meeting counts (FY 2025) | Audit: 6; Compensation: 5; Governance: 4 |
| Board meeting attendance (FY 2025) | Company policy expects full attendance; each director during the period served attended ≥75% of meetings; McLevish joined after FY 2025 year-end (July 2025) |
| Board skills emphasis | Financial, risk/compliance, IT/cybersecurity; retail/CPG; M&A strategy |
| Executive sessions and independence practices | Independent committees, regular executive sessions without management |
| Anti-hedging/anti-pledging | Directors prohibited from hedging/pledging LW stock |
The Audit & Finance Committee responsibilities include oversight of financial statements, auditor appointment/independence, internal audit, enterprise risk, liquidity/capital structure, dividends/repurchases, capex, IT/cybersecurity, and legal/compliance—aligning well with McLevish’s CFO background .
Fixed Compensation (Non-Employee Director Program)
| Element | Amount/Structure | Notes |
|---|---|---|
| Board Cash Retainer (FY 2025 program) | $100,000 | Paid quarterly; could be deferred; below-market earnings not provided |
| Committee Chair Retainers | Audit Chair: $25,000; Comp Chair: $20,000; Governance Chair: $15,000 | Paid in cash |
| Chairman Retainer | $150,000 | Paid in stock options in FY 2025; from July 2026 split 50% options/50% RSUs |
| Post–Annual Meeting 2025 change | Board retainer 100% equity; annual equity grant value set at $270,000 (includes former cash retainer) | Effective after the 2025 Annual Meeting; chair retainers remain cash |
| FY 2025 paid amounts to McLevish | $0 | Joined in FY 2026; received no FY 2025 director compensation |
Performance Compensation (Equity for Directors)
| Element | Form | Performance Metrics | Vesting | Other Terms |
|---|---|---|---|---|
| Annual equity grant (FY 2025 program) | RSUs | None (time-based; no performance metrics) | Vests on earlier of next annual meeting or 1-year anniversary; pro-rata vesting upon other terminations; full vest on death/disability | Dividend equivalents accrue in additional RSUs; deferral available |
| Post–Annual Meeting 2025 structure | RSUs equal to $270,000 grant value | None (time-based) | As above | Equity-only retainer enhances alignment |
Other Directorships & Interlocks
| Company | Role | Possible Interlock/Exposure |
|---|---|---|
| Freshpet, Inc. | Director | No related-party transactions disclosed by LW; routine director service |
| Revlon, Inc. | Director | No related-party transactions disclosed by LW |
LW reports no related-party transactions requiring disclosure since the start of the most recent fiscal year; Audit Committee pre‑approves/oversees any such transactions per policy .
Expertise & Qualifications
- Financial acumen and risk/compliance oversight; designated audit committee financial expert .
- Deep CFO experience across retail (Walgreens), CPG (Kraft, General Mills), and industrials (Ingersoll-Rand, Mead) .
- Cybersecurity oversight certification (NACD), relevant to the committee’s IT/cyber oversight remit .
- Strategic/M&A background and governance experience through multiple public company boards .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially owned shares | 50,500 |
| Deferred stock/underlying units (RSUs) | 1,109 |
| Total shares/interests held | 51,609 |
| Ownership as % of outstanding | Each individual <1%; LW had 139,354,724 shares outstanding (Aug 1, 2025) |
| Shares pledged as collateral | None for directors/NEOs listed; “None of our common stock owned by these individuals is subject to any pledge” |
| Director ownership guideline | 5x annual Board retainer (currently $500,000); must be met within 5 years; no sales until guideline met (tax exceptions) |
Insider Trades (Form 4)
| Date (Filing) | Transaction | Security | Quantity | Source |
|---|---|---|---|---|
| 2025-07-28 (for 2025-07-25) | A – Award (grant) | RSUs | 1,109 | https://www.stocktitan.net/sec-filings/LW/form-4-lamb-weston-holdings-inc-insider-trading-activity-9b65c28d1c0a.html |
| 2025-10-03 (for 2025-10-02) | A – Award (grant) | RSUs | 4,345 | https://www.stocktitan.net/sec-filings/LW/form-4-lamb-weston-holdings-inc-insider-trading-activity-c5ee9c090fc1.html |
Beneficial ownership table also lists 1,109 RSUs as of Aug 1, 2025, consistent with the July 2025 onboarding grant .
Governance Assessment
- Strengths for board effectiveness: Independent status with deep CFO credentials; designated audit committee financial expert; committee remit includes financial integrity, enterprise risk, capital allocation, and cybersecurity, areas directly aligned with his background. The Board’s anti‑hedging/pledging policies, independent committee structure, and regular executive sessions support objective oversight .
- Ownership alignment: Director compensation moving to 100% equity post‑2025 Annual Meeting and RSU grants to new appointees (including McLevish) emphasize alignment; director stock ownership guideline of $500,000 within five years enforces “skin in the game.” No pledging permitted; no related‑party transactions disclosed .
- Engagement/attendance: Company reports ≥75% attendance for all directors during periods served in FY 2025; McLevish joined in July 2025, post‑FY25 year‑end. Ongoing monitoring of his attendance/engagement will be important given audit responsibilities .
- Potential conflicts or red flags: None disclosed—no related‑party transactions, anti-hedging/pledging policy in place. Note: He previously served as LW Executive Chairman (2016–2017); the Board nonetheless determined him to be independent in 2025, consistent with standard look-back periods for prior employment relationships .
- Shareholder dynamics: His appointment followed a Cooperation Agreement with JANA Partners and Continental Grain, indicating active shareholder engagement and refreshment; this may signal increased focus on governance, capital allocation, and performance accountability .
Overall implication: McLevish’s audit expertise and equity‑heavy director pay structure are positives for investor confidence and oversight quality. Continued transparency around committee outputs (risk, cyber, capital structure) and his ownership progression toward the guideline will be key indicators to track over the next 12–24 months .