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Timothy McLevish

Director at Lamb Weston HoldingsLamb Weston Holdings
Board

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

OrganizationRoleTenureCommittees/Impact
Carrier CorporationSpecial AdvisorNov 2020 – Feb 2021Advisory role during transition
Carrier CorporationChief Financial OfficerSep 2019 – Nov 2020Finance leadership, controls and reporting oversight
Lamb Weston Holdings, Inc.Executive ChairmanNov 2016 – Sep 2017Led Board during early standalone phase
Walgreens Boots Alliance, Inc.Chief Financial OfficerNot disclosedLed finance at global pharmacy retail leader
Kraft Foods Group, Inc.Chief Financial OfficerNot disclosedFinance leadership at CPG company
Ingersoll-Rand CorporationChief Financial OfficerNot disclosedFinance leadership at diversified industrial
Mead CorporationChief Financial OfficerNot disclosedFinance leadership at paper/packaging co.
Touche Ross & Co.Public AccountantNot disclosedPublic accounting experience (CPA)
General Mills, Inc.Early careerNot disclosedCPG operating exposure

External Roles

OrganizationRoleTenureCommittees/Impact
Strategic Advisory Partners LLCManaging PartnerDec 2018 – presentStrategic and M&A advisory
Revlon, Inc.DirectorApr 2023 – presentConsumer/beauty sector insight
Freshpet, Inc.DirectorAug 2023 – presentPackaged food/pet category expertise
R.R. Donnelley & Sons CompanyDirector (former)2016 – 2022Printing/supply chain oversight
Kennametal Inc.Director (former)2004 – 2019Industrial/manufacturing oversight
Conagra Brands, Inc.Director (former)2015 – 2016Packaged foods peer exposure

Board Governance

AttributeDetails
Independence statusIndependent (Board-determined)
Committee assignmentsAudit & Finance Committee (member)
Committee chair rolesNone (not a chair)
Financial expert designationIdentified 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 emphasisFinancial, risk/compliance, IT/cybersecurity; retail/CPG; M&A strategy
Executive sessions and independence practicesIndependent committees, regular executive sessions without management
Anti-hedging/anti-pledgingDirectors 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)

ElementAmount/StructureNotes
Board Cash Retainer (FY 2025 program)$100,000Paid quarterly; could be deferred; below-market earnings not provided
Committee Chair RetainersAudit Chair: $25,000; Comp Chair: $20,000; Governance Chair: $15,000Paid in cash
Chairman Retainer$150,000Paid in stock options in FY 2025; from July 2026 split 50% options/50% RSUs
Post–Annual Meeting 2025 changeBoard 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$0Joined in FY 2026; received no FY 2025 director compensation

Performance Compensation (Equity for Directors)

ElementFormPerformance MetricsVestingOther Terms
Annual equity grant (FY 2025 program)RSUsNone (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/disabilityDividend equivalents accrue in additional RSUs; deferral available
Post–Annual Meeting 2025 structureRSUs equal to $270,000 grant valueNone (time-based)As aboveEquity-only retainer enhances alignment

Other Directorships & Interlocks

CompanyRolePossible Interlock/Exposure
Freshpet, Inc.DirectorNo related-party transactions disclosed by LW; routine director service
Revlon, Inc.DirectorNo 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

MetricAmount
Beneficially owned shares50,500
Deferred stock/underlying units (RSUs)1,109
Total shares/interests held51,609
Ownership as % of outstandingEach individual <1%; LW had 139,354,724 shares outstanding (Aug 1, 2025)
Shares pledged as collateralNone for directors/NEOs listed; “None of our common stock owned by these individuals is subject to any pledge”
Director ownership guideline5x 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)TransactionSecurityQuantitySource
2025-07-28 (for 2025-07-25)A – Award (grant)RSUs1,109https://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)RSUs4,345https://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 .