Linda Massman
TreeHouse FoodsAbout Linda K. Massman
Linda K. Massman, age 58, is the Lead Independent Director of TreeHouse Foods (THS). She has served on the Board since July 2016 and was appointed Lead Independent Director in April 2023. She holds a BBA in Finance from the University of North Dakota and an MBA from Harvard Business School. Her operating and financial credentials include CEO, COO, and CFO roles at Clearwater Paper Corporation and senior finance roles at SUPERVALU/Albertsons and Accenture .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearwater Paper Corporation | Chief Financial Officer | 2008–2011 | — |
| Clearwater Paper Corporation | President & Chief Operating Officer | 2011–2013 | — |
| Clearwater Paper Corporation | President & Chief Executive Officer | 2013–Apr 1, 2020 | Oversaw $71M acquisition of Manchester Industries (2016) |
| SUPERVALU/Albertsons | Group VP, Finance & Corporate Planning | Not disclosed | — |
| Accenture | Business Strategy Consultant | Not disclosed | — |
External Roles
| Organization | Role | Status |
|---|---|---|
| Pactiv Evergreen Inc. (NASDAQ: PTVE) | Director | Current |
| Caliber | Director | Current |
| Darigold Inc. | Director | Current |
| Cibo Vita Inc. | Director | Director |
| Citation Capital | Senior Advisor | Current |
| American Forest & Paper Association | First Vice Chairwoman (2016), Chairwoman (2017) | Prior |
Board Governance
- Lead Independent Director responsibilities include presiding over executive sessions, acting as liaison between independent directors and the CEO, calling Board meetings if the Chair is unavailable, and participating in major stockholder meetings .
- Committee assignments: Audit Committee (member; served as Chair until Nov 30, 2024), Nominating & Corporate Governance Committee (member) .
- Audit Committee composition (2024): Adam J. DeWitt (Chair), Linda K. Massman, Jill A. Rahman, Joseph E. Scalzo; committee met 8 times. Massman is designated an “audit committee financial expert” .
- Independence: The Board determined Massman is independent under NYSE and SEC standards; all standing committees are fully independent .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting. Independent directors meet in executive session at least quarterly, presided over by the Lead Independent Director .
- Board refresh/declassification: phased declassification approved; all directors to stand for annual elections beginning 2026 .
Fixed Compensation
| Component (2024–2025 Board year) | Amount (USD) |
|---|---|
| Annual cash retainer | $90,000 |
| Nominating & Corporate Governance Committee member | $5,000 |
| Audit Committee Chair (served until Nov 30, 2024) | $25,000 |
| Lead Independent Director retainer | $35,000 |
| Total cash fees earned (FY2024 reporting) | $155,000 |
- No meeting fees; directors may defer up to 100% of cash retainer under the Deferred Compensation Plan .
Performance Compensation
| Equity Award | Grant specifics | Vesting | Grant-date fair value |
|---|---|---|---|
| 2024–2025 Director RSUs | 4,798 RSUs | Earlier of 12-month anniversary or 2025 Annual Meeting | $172,248 |
| Outstanding (12/31/2024) | Unvested RSUs | 4,798 | — |
- Options were not granted to non-employee directors for 2024–2025 service; Board elected to award RSUs to all non-employee directors .
- Director stock ownership guidelines: minimum 5× annual cash retainer within 5 years; all current outside directors are in compliance .
Performance metrics oversight (executive program, relevant to Compensation Committee governance):
| Metric | Weight | Measurement period |
|---|---|---|
| Return on Invested Capital (ROIC) | 37.5% | 3-year cumulative (FY2024–2026) |
| Total Organic Revenue Growth | 37.5% | 3-year cumulative (FY2024–2026) |
| Relative TSR (Russell 3000 Packaged Foods & Meats) | 25% | 3-year cumulative (FY2024–2026) |
Other Directorships & Interlocks
- Board service at Pactiv Evergreen (packaging) may be adjacent to THS’s supply chain. THS policy requires pre-approval for other public boards and compliance with conflict-of-interest policies; directors generally limited to four public boards (including THS). No related person transactions reportable since Jan 1, 2024, mitigating interlock conflict risk .
Expertise & Qualifications
- CEO/COO/CFO track record in manufacturing and private label (Clearwater Paper), strategy consulting, and retail finance (SUPERVALU/Albertsons). Brings capital structure optimization, transactional structuring, and acquisition integration expertise; led $71M Manchester Industries deal at Clearwater (2016). Designated audit committee financial expert; adds risk management and governance depth .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned common shares | 31,374 |
| Shares outstanding (as of Feb 25, 2025) | 50,203,511 |
| Ownership % of outstanding | ~0.0625% (derived from cited figures) |
| Unvested RSUs (12/31/2024) | 4,798 |
| Deferred RSUs | None for Massman |
| Options exercisable (60 days) | None (director) |
| Hedging/pledging | Prohibited by policy (directors, officers, employees) |
| Director ownership guideline | 5× cash retainer; in compliance |
Governance Assessment
- Strengths: Lead Independent Director role with robust responsibilities; independence; audit committee financial expert; high engagement (independent directors participate in investor meetings); clear pay-for-performance oversight with redesigned PSU metrics; strong stockholder support (Say-on-Pay ~96% at 2024 meeting) .
- Compensation alignment: Director pay mix primarily cash retainer plus time-based RSUs; no meeting fees; ownership guideline compliance supports alignment with stockholders .
- Conflicts/Related-party: No reportable related person transactions in 2024; strong conflict disclosure and review controls .
- Risk controls: Anti-hedging/pledging policy, clawback policy updated to Dodd-Frank/NYSE standards, independent compensation advisor (Pay Governance) and committee executive sessions without management .
RED FLAGS: None disclosed specific to Massman. Watch items for analysts include potential adjacency with Pactiv Evergreen (packaging) given THS supply-chain focus, though no related-party transactions disclosed; Audit Chair transition late 2024 (Massman to DeWitt) warrants monitoring for committee continuity .