Scott Ostfeld
TreeHouse FoodsAbout Scott D. Ostfeld
Scott D. Ostfeld is Managing Partner and Portfolio Manager at JANA Partners and has served as an independent director of TreeHouse Foods since April 2022. He is currently a member of the Compensation Committee; he previously served on the Audit Committee. Ostfeld holds a B.A., J.D., and M.B.A. from Columbia University and is age 48. His background emphasizes shareholder value creation, finance, risk management, and M&A governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JANA Partners | Managing Partner & Portfolio Manager | 2006–present | Activist investor; governance and value creation oversight |
| GSC Partners | Distressed Debt Private Equity | Pre-2006 | Acquisitions via restructuring; equity value enhancement |
| Credit Suisse First Boston | Investment Banker | Pre-2006 | M&A and capital raising experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercury Systems, Inc. (NASDAQ: MRCY) | Director | Current | Public company board experience; defense technology oversight |
| Conagra Brands (NYSE: CAG) | Director | 2019–2022 | Packaged foods governance, portfolio oversight |
| HD Supply Holdings, Inc. | Director | 2017–2020 | Industrial distribution; operational strategy |
| Team Health Holdings, Inc. | Director | 2016–2017 | Healthcare staffing governance |
| Columbia Richman Center for Business, Law, and Public Policy | Advisory Board Member | Current | Academic policy and governance input |
Board Governance
- Independence: TreeHouse’s board comprises 8 directors, 7 independent; Ostfeld is independent. All board committees are fully independent.
- Committee assignments: Compensation Committee member (current 2024–2025 board year); previously Audit and Compensation (2023–2024). Compensation Committee is chaired by Jean Spence.
- Board attendance and engagement: The board met 7 times in 2024 and each current director attended at least 75% of aggregate board and committee meetings. Directors are expected to attend the annual meeting and did so in 2024; independent directors meet in executive session at least quarterly.
- Lead Independent Director: Linda K. Massman (since April 2023) with robust responsibilities including presiding over executive sessions and liaison with CEO; Massman’s role supports board independence while chair/CEO roles are combined.
- ESG oversight: Nominating & Corporate Governance oversees ESG; Compensation Committee meets with ESG Steering Committee on human capital; structured subcommittees and annual disclosures.
Fixed Compensation
| Metric (USD) | 2022–2023 Board Year | 2023–2024 Board Year | 2024–2025 Board Year |
|---|---|---|---|
| Annual Cash Retainer | $90,000 | $90,000 | $90,000 |
| Audit Committee Member Fee | $7,500 | $7,500 | — |
| Compensation Committee Member Fee | — | $5,000 | $5,000 |
| Other Committee/Chair Fees | $5,000 (SLRP participation) | — | — |
| Total Cash Fees (Ostfeld) | $110,000 | $102,500 | $95,000 |
Performance Compensation (Director Equity)
| Period | RSUs Granted (#) | Grant Date Fair Value (USD) | Vesting Schedule |
|---|---|---|---|
| 2022 | 5,972 (pro-rated) | $186,625 (Ostfeld stock awards) | 12-month anniversary of grant |
| 2023 | 3,261 | $172,213 (Ostfeld stock awards) | 12-month anniversary of grant |
| 2024 | 4,798 | $172,248 (Ostfeld stock awards) | Earlier of 12-month anniversary or 2025 annual meeting |
- Annual director equity guidelines: Ownership equal to five times annual cash retainer within five years; includes vested RSUs/deferred RSUs; current outside directors in compliance.
Other Directorships & Interlocks
| Company | Relationship to THS | Interlock/Conflict Note |
|---|---|---|
| Mercury Systems, Inc. | Unrelated industry (defense tech) | No THS supplier/customer overlap disclosed; minimal conflict risk |
| JANA Partners | 9.8% beneficial owner of THS; RSUs assigned to JANA; “director by deputization” noted | Activist sponsor with confidentiality and resignation letter; potential influence risk but monitored via board processes |
Expertise & Qualifications
- Activist investing, finance, M&A, risk management; effective governance oversight; Columbia J.D./M.B.A./B.A.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Scott D. Ostfeld (personal) | 0 | 0.0% | Assigns all RSUs from board service to JANA |
| Unvested Director RSUs (assigned) | 4,798 | — | Annual grant; vesting per 2024–2025 schedule |
| JANA Management Partners, LP | 4,915,748 | 9.8% | Includes 4,798 RSUs assigned to JANA; plus cash-settled swaps for 655,602 shares |
| THS Shares Outstanding (2/25/2025) | 50,203,511 | — | Reference denominator for ownership |
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock; margin accounts are prohibited.
Governance Assessment
- Independence and attendance: Independent status, participation on Compensation Committee, and board-wide attendance thresholds met support investor confidence.
- Compensation alignment: Director pay is standard (cash retainer + time-based RSUs); no meeting fees; equity vests annually/at meeting date; robust ownership guideline (5x retainer) enhances alignment.
- Conflicts and related-party: No reportable related person transactions since Jan 1, 2024; JANA cooperation terms include confidentiality and a resignation letter tied to proxy contest activity—mitigates some activism conflicts while acknowledging sponsor influence.
- Committee quality: Compensation Committee uses independent advisor (Pay Governance) and meets enhanced NYSE independence; oversight of human capital and succession.
- RED FLAGS:
- Director by deputization via JANA footnote and large activist stake (9.8%) indicates potential influence on board decisions; monitor for undue sponsor alignment vs broader shareholders.
- Combined Chair/CEO structure mitigated by strong Lead Independent Director role; continue to assess quality of independent oversight and executive sessions.
- Derivative exposure: JANA’s cash-settled swaps (655,602 shares) add complexity to ownership profile; evaluate voting influence vs economic exposure.
Overall: Ostfeld brings strong governance, finance, and M&A credentials with clear shareholder alignment mechanisms, but his deputization/assignment to JANA and JANA’s sizable position warrant continued monitoring for potential conflicts in compensation and strategic oversight.