Lamb Weston to Appoint Six New Independent Directors to Its Board

Lamb Weston Holdings, Inc. (NYSE: LW) ("Lamb Weston) has announced that it has entered into a cooperation agreement (the "Agreement") with JANA Partners Management, L.P. ("JANA") and Continental Grain Company ("Continental Grain").

Lamb Weston has agreed to appoint Bradley Alford, Ruth Kimmelshue, Timothy McLevish and Scott Ostfeld to its Board of Directors (the “Board”) as part of the Agreement. In addition, Lawrence Kurzius and Paul Maass, who were mutually agreed upon by Lamb Weston, JANA and Continental Grain, will also join the Board.

Charles (Chuck) Blixt, W.G. (Jerry) Jurgensen, Robert Niblock and Maria Renna Sharpe will be stepping down from the Board. As a result of these changes, which will take place no later than on or about July 11, 2025, the Board will increase from 11 to 13 directors, 12 of whom will be independent. Also, as part of the Agreement, Mr. Alford will be appointed as the board's new Chairman.

Bradley Alford:

"I am honored to join Lamb Weston as Chairman of the Board. For 75 years, Lamb Weston has been a leader in the frozen potato industry, with a franchise built on high-quality products, service and consistent industry-leading innovation. I look forward to working closely with the Board and management team to build on these strengths through a customer-centric approach to growth and improved execution, which I believe can drive significant long-term shareholder value."

Mike Smith, President and Chief Executive Officer of Lamb Weston:

"We are pleased to have reached this Agreement withJANA and Continental Grain. Following our constructive engagement with them and taking into account perspectives gleaned from discussions with additional stockholders, we are confident this outcome is in the best interests of the Company and all of our shareholders."

"We welcome six highly qualified new directors and believe their deep industry expertise, significant leadership experience and diverse skillsets will be complementary to our Board as we continue to strengthen key customer relationships and execute on our strategic objectives."

"On behalf of the Board and management team, I want to thank Chuck, Jerry, Robert and Maria for their immense contributions to Lamb Weston. Collectively, they have been instrumental to Lamb Weston’s growth and success since our launch as a public company, and we are grateful for their support and counsel as we build on the Company’s legacy."

Scott Ostfeld, Managing Partner and Portfolio Manager of JANA Partners:

"We are pleased to have reached this collaborative outcome with the Company. I look forward to working with the Board and management to improve performance and deliver shareholder value."

Ari D. Gendason, Chief Investment Officer of Continental Grain:

"While substantial opportunity remains, the announcement marks an important step in positioning Lamb Weston for long-term value creation. We are pleased to have reached this resolution and will continue to work constructively with Lamb Weston as it takes steps to enhance its near and long-term performance."

Under the Agreement, JANA and Continental Grain have agreed to support the Board’s slate of directors at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). JANA and Continental Grain have also agreed to certain customary cooperation provisions. The full Agreement with JANA and Continental Grain will be filed in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).

About Bradley Alford

Mr. Alford has been a director of Perrigo since 2017 and of Avery Dennison Corporation since 2010. He previously served as a director of Conagra Brands, Inc. and Nestlé USA.

Mr. Alford’s previous work experience includes serving as an Operating Partner at Advent International Corporation (a global private equity firm) from 2016-2021; an Industry Advisor for Advent International Corporation from 2014-2016; and as the Chairman and CEO of Nestlé USA (a multinational food and beverage company) from 2006-2013. He has extensive public and private sector industry knowledge and experience in management, operations and supply chain as well as the development and marketing of consumer products.

About Ruth Kimmelshue

Since 2025, Ms. Kimmelshue has served as Senior Advisor to Continental Grain, a privately-owned global investor, owner, and operator of companies across the food and agribusiness spectrum. Since 2017, Ms. Kimmelshue has served as a director of H.B. Fuller Company, a leading global adhesives provider, and since 2022, as a director of Wayne Sanderson Farms, a poultry producer. 

In 1999, Ms. Kimmelshue joined Cargill, Incorporated, a global company providing food, agriculture, financial and industrial products, and services globally. Between 1999 and her retirement from Cargill in 2024, Ruth held various business leadership roles, ultimately serving on Cargill’s Executive Leadership Team from 2015-2024. In her capacity as a Corporate Senior Vice President, Ruth built and led Cargill’s Business Operations and Supply Chain organization, served as Cargill’s Chief Sustainability Officer; and led Cargill’s Global Animal Nutrition and Health Enterprise. From 1986 to 1999, Ms. Kimmelshue held various positions at Continental Grain, including roles in grain and oilseed merchandising and trading, facility and general management, economic analysis, and marketing and sales in the U.S. and Europe.

About Lawrence Kurzius 

Mr. Kurzius led McCormick & Company for over 20 years, most recently as Executive Chairman of the board and previously as Chair and Chief Executive Officer from 2017 and 2016, respectively, to 2023. During his tenure, Mr. Kurzius also served as the company’s President and COO as well as President of the International Business. Before joining McCormick & Company in 2003, Mr. Kurzius was the Chief Executive Officer of Zatarain’s, a leading national food and spice company, where he worked for 12 years before the company was acquired by McCormick & Company. Previously, Mr. Kurzius was a marketing executive at the Quaker Oats Company and Mars Inc. 

Mr. Kurzius is the current Chairman of the board of Elanco Animal Health Inc., a global leader in animal health, and has served as a director since 2018. Since 2023, he has served as a director of CooperCompanies, a global medical device company. 

About Paul Maass 

Since 2016, Mr. Maass has served as Chief Executive Officer of Scoular, a leading commodity and ingredient agribusiness and one of the largest privately held companies in the U.S. and is a member of Scoular’s board of directors. In addition, Paul serves on the Federal Reserve Bank of Kansas City's board of directors. 

Mr. Maass previously served as President of ConAgra Foods’ (now Conagra Brands) Commercial Foods and Private Brands segments. In that role, he led the creation of Ardent Mills, ConAgra Foods’ milling focused partnership with Cargill and CHS and served as Chairman of the board. Mr. Maass began his 27-year career at ConAgra as a commodity merchandiser and subsequently served in several leadership positions at the company, including Director, ConAgra Trade Group (now Gavilon, LLC); President, ConAgra Mills; President, Lamb Weston; and President, Commercial Foods. 

About Timothy McLevish 

Mr. McLevish is a senior corporate finance executive and board member with deep experience in large-scale, complex and global consumer businesses. He has served as Chief Financial Officer at five public companies, Carrier Corporation, Walgreens Boots Alliance, Inc., Kraft Foods Group, Inc., Ingersoll-Rand Corporation and Mead Corporation. Mr. McLevish previously worked at Touche Ross & Co. and began his career at General Mills. 

He has served as a member of the board of directors of Freshpet, Inc. since August 2023. He also has served as a member of the board of directors of Revlon, Inc. since April 2023, and is a former member of the board of directors of Conagra Brands, Inc. until its spinoff to Lamb Weston Holdings, Inc. in 2016, where he served as Executive Chairman until 2017. Mr. McLevish also served as a director of Kennametal, Inc. from 2004 to 2019, during which tenure he served as chair of the audit committee and as a member of the nominating and governance committee, and as a director of R.R. Donnelley & Sons Company from 2016 to 2022, during which tenure he served as chair of the audit committee and as a member of the compensation committee. 

About Scott Ostfeld

Mr. Ostfeld is a Managing Partner and Portfolio Manager at JANA Partners where he has nearly 20 years of experience enhancing value as an engaged shareholder. Before joining JANA in 2006, Mr. Ostfeld was at GSC Partners, where he served in their distressed debt private equity group and focused on acquiring companies through the restructuring process and enhancing value as an equity owner. He was previously an investment banker at Credit Suisse First Boston Corporation. 

Mr. Ostfeld currently serves on the boards of Mercury Systems and TreeHouse Foods. He was previously a director at Conagra Brands, HD Supply until its sale to Home Depot and TeamHealth until its sale to the Blackstone Group. Mr. Ostfeld serves on the board of Columbia University’s Richman Center for Business, Law and Public Policy.