DEF 14A of Andersons, Inc., Mar 12, 2025

DEF 14A of Andersons, Inc.

Filed Mar 12, 2025 · FY20240000821026-25-000080

Open on EDGAR

  1. Election of Directors

    Election of Directors The Board has adopted a policy that directors generally may not stand for re-election after attaining age 72. In consideration of recent transitions in Board composition and the value of retaining directors with specific areas of expertise, the Board has determined that it would be in the best interests of the Company and its shareholders to ask Ross W. Manire to stand for re-election at the 2025 Annual Meeting, although he has surpassed the age of 72. Given Mr. Manire’s background as a former Chief Executive Officer, with experience as a founder, CEO and director of Information Technology companies, he brings a unique perspective and skill set to the Board. Proxies cannot be voted for a greater number of individuals than the number of nominees listed below. The Governance / Nominating Committee and the Board have nominated and recommend the election of each of the ten nominees listed below. Each director elected will serve until the next Annual Meeting or until their earlier removal or resignation. Each of the nominees listed is currently a Director of the Company. The Board expects all nominees named below to be available for election. In case any nominee is not available, the proxy holders may vote for a substitute, unless the Board reduces the number of directors as provided for in the Company’s Code of Regulations. Directors will be elected at the Annual Meeting by a plurality of the votes cast at the Annual Meeting. The following biographical disclosures only include information regarding nominees for election or re-election at the Annual Meeting. Following is a brief biography of each nominee as well as the specific qualifications of the nominee as identified by the Board’s Governance / Nominating Committee. Information as to their ownership of the Common Shares can be found under the caption “Share Ownership” in this proxy statement. All information provided is current as of February 28, 2025.

  2. Election of Directors

    | Name | Age | Principal Occupation, Business Experience and Other Directorships | Director Since | | William E. Krueger | 58 | President and CEO of the Company since October 1, 2024. Prior to his appointment as the Company's Chief Operating Officer in December of 2022, Mr. Krueger served as the President of the Company's Trade and Processing business from 2020 to 2022, President of the Company's Trade Group from 2020 to 2020, and President of the Company's Commodities and Merchandising business from 2019 to 2020. Prior to joining the Company in 2019, Mr. Krueger served as the President and Chief Executive Officer of Lansing Trade Group, LLC for nearly 14 years. | 2024 | | Patrick E. Bowe | 66 | Elected Chairman of the Board of Directors on May 9, 2024. Named Executive Chairman of the Board effective October 1, 2024. President and Chief Executive Officer ("CEO") of the Company from November 2, 2015 to September 30, 2024. Prior to that, Corporate Vice President of Cargill, Inc. and a leader of Cargill's Food Ingredients and Systems business since 2007. Prior to joining Cargill's Corn Milling Division, managed the copper trading desk for Cargill Metals Division and worked as a trader and analyst for Cargill Investor Services at the Chicago Board of Trade. Worked as a cash grain merchant for Louis Dreyfus Corp. in Springfield, Ill., and Phil O'Connell Grain Co., in Stockton, California. Member of the Board of Directors of King Ranch, Inc. since 2024. Former director of United Malt Group from 2022-2023. | 2015 | | Gerard M. Anderson | 66 | Executive Chairman of DTE Energy from 2019 through 2022; Chairman and Chief Executive Officer of DTE Energy from 2014 through 2019; President and Chief Operating Officer of DTE Energy from 2005 through 2010. Joined Detroit Edison, a subsidiary of DTE Energy in 1993 and held various executive positions. Prior to this, a consultant with McKinsey & Co., Inc. Director of DTE Energy from 2010 - 2022. Director of The AES Corporation since 2023. Senior Adviser to ArcLight Capital, an energy-focused private equity company. | 2008 | | Steven K. Campbell | 61 | Head of North America Grain and Group Executive Vice President at Louis Dreyfus from 2012 through 2017; Past President and CEO of Louis Dreyfus Commodities Grain Merchandising LLC from 2008 through 2017; Former Vice President with Archer Daniels Midland from 1995 through 1997; Past industry involvement includes serving as Chairman, Kansas City Board of Trade, First Vice Chairman on the North American Export Grain Association's Board of Directors and holding a position on the Commodity Markets Council Board of Directors. Guest lecturer at Auburn University, speaking on commodity trading. | 2022 | | Gary A. Douglas | 64 | President of Nationwide National Partners from March 2013 through September 2022 (Retired); President and Chief Operating Officer of Nationwide Agribusiness from 2007 through 2013; Regional Vice President of Nationwide Mutual Insurance Company from 2005 through 2007. Formerly on the Development Committee of the National Urban League, as well as the Governance Committee of the National Association of Mutual Insurance Companies, and the Sustainability Committee of the African American Leadership Academy. Member of the Executive Leadership Council since 2011. | 2021 |

  3. Election of Directors

    | Name | Age | Principal Occupation, Business Experience and Other Directorships | Director Since | | Pamela S. Hershberger | 59 | Retired Managing Partner of Ernst & Young LLP in Toledo, Ohio. Thirty-one years of service at Ernst & Young LLP, beginning her career in the firm's Toledo, Ohio office as a staff auditor. In 2008, named Toledo's Office Managing Partner, a position she held until her retirement in 2018. | 2019 | | Catherine M. Kilbane | 61 | Senior Vice President, General Counsel and Secretary of The Sherwin-Williams Company, 2013 to July 2017. Prior to that, Senior Vice President, General Counsel and Secretary of American Greetings Corporation from 2003 to 2012. Prior to that a partner with the Cleveland law firm of Baker & Hostetler LLP. Director of The Davey Tree Expert Company since 2018. Director of Interface, Inc. since 2018. Trustee of The Cleveland Clinic Foundation since 2015. Member of the Board of Directors of Cleveland Clinic since 2019, and co-chair of the Audit and Conflict of Interest Committee. | 2007 | | Robert J. King, Jr. | 69 | Advisory Director for FNB Corp from 2013 to October 2020. Prior to that, President and Chief Executive Officer, PVF Capital Corp from 2009 to 2013; Senior Managing Director, Private Equity, FSI Group, LLC from 2006 to 2009; Managing Director, Western Reserve Partners LLC from 2005 to 2006; Executive Vice President of Fifth Third Bank from 2002 to 2004 and Chairman, President and Chief Executive Officer of Fifth Third Bank (Northeastern Ohio) from 1997 to 2002. Director of Oak Tree Holdings LLC from 2021 to 2024, Shiloh Industries, Inc. from 2005 to 2020, MTD Corp. from 2005 to 2021, and Medical Mutual of Ohio since 2012. | 2005 | | Ross W. Manire | 73 | President and Chief Executive Officer of ExteNet Systems, Inc., from 2002 to 2018. Served as President, Enclosure Systems Division of Flextronics International from 2000 to 2002. Prior to that was Chief Executive Officer at Chatham Technologies, Inc., and served in several executive roles at 3Com Corporation and US Robotics (acquired by 3Com in 1997). Former Partner at Ridge Capital Corporation and Ernst & Young LLP. Director of Zebra Technologies Corporation since 2003 and Eagle Test Systems, Inc. from 2004 through 2008. | 2009 | | John T. Stout, Jr. | 71 | Chairman and Chief Executive Officer of Plaza Belmont Management Group LLC from 1998 to 2024. Director of Mennel Milling Company, Inc. since 1992. Director and Chairman of the Board of Renwood Mills, LLC from 2016 to 2022. Director and Managing Member of Renwood Appreciation & Income Fund, LLC from 2016 through 2022. Chairman of the Board and CEO of Homegrown Family Foods from 2019 to 2022. Chairman of the Board of Homegrown Family Foods since 2022. Previously President of Manildra Milling Corp and Manildra Energy Corp from 1991 through 1998 and Executive Vice President and Director of Dixie Portland Flour Mills Inc. from 1984 to 1989. Director of The Federal Reserve Bank of Kansas City from 2010 to 2015. | 2009 |

  4. Executive Summary

    Executive Summary Rewarding Performance and Achieving Objectives Our compensation plans and policies are structured to achieve the following goals: •Compensation should reflect a balanced mix of short and long-term components. •Short-term cash compensation (which is both base pay and annual incentive) should be based on annual Company, business unit and individual performance. •Long-term equity compensation should encourage achievement of the Company’s long-term performance goals and align the interests of executives with shareholders. •Executives should build and maintain appropriate ownership levels of Company's Common Shares, to ensure the interests of management continue to be aligned with the Company’s shareholders. •Compensation levels should be sufficient to attract and retain highly qualified employees. NEO compensation is designed to maintain a strong link between pay and performance with both short and long-term incentives. The majority of our NEO compensation varies based on performance. For 2024, 79% of CEO(1) compensation and 63% of all other NEO's compensation was designed to vary with Company and, where relevant, business unit performance. (1)CEO Compensation consists of the CEO base salary, target annual incentive plan award and target long-term compensation award for the CEO position. Since the Company had two CEOs during the year, some of these amounts were pro-rated for 2024.

  5. Compensation Governance Framework

    Compensation Governance Framework In order to meet the key objectives of our executive compensation program and to mitigate risk from our compensation practices, the Company has adopted a strong corporate governance framework that includes the components described below. •Stock Ownership Guidelines - We have established stock ownership guidelines for our executive officers with target shareholding levels expressed as multiples of base salary to further align the interests of our executives with those of our shareholders. Directors are also subject to ownership guidelines expressed as a multiple of their annual retainer. Refer to our Stock Ownership and Retention Policy for additional information. •Share Retention Requirement - Company officers are required to retain at least 75% of the net shares acquired through incentive awards until their target shareholding level is achieved. Refer to the Stock Ownership and Retention Policy for additional information. •Recoupment Policy - As required by the SEC, Nasdaq, and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we have a policy requiring the repayment or “clawback” of the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. •No Automatic Single-Trigger Vesting - The 2019 Plan does not provide for automatic single-trigger vesting following a change in control. •No Stock Option Re-Pricing - The 2019 Plan does not permit us to reprice stock options without shareholder approval or to grant stock options with an exercise price below fair market value. •Minimum Vesting Period - The 2019 Plan requires a minimum one-year vesting requirement on long-term incentive grants, subjected to limited exceptions. •No Excise Tax Gross-Ups - The Company does not provide tax gross-ups for excise taxes that may be imposed under IRC Section 4999 following a change in control or on executive benefits and perquisites during normal employment (other than as may be determined by the Compensation Committee in the event of unusual circumstances). •Annual Say on Pay Vote - We value the input of our shareholders and conduct a non-binding vote on our executive compensation policies and practices annually. •No Hedging or Pledging - The Company prohibits the hedging or pledging by an Officer or Director of his/her interest in The Andersons, Inc. stock.

  6. General Principles and Procedures

    General Principles and Procedures Compensation Committee’s Role and Responsibilities The Compensation Committee, which is composed solely of independent directors, reviews all aspects of cash and long-term incentive compensation for executive officers and makes recommendations to the Board pursuant to the Compensation Committee charter, which is reviewed and approved by the Governance / Nominating Committee, and ratified by the Board, annually. The CEO and members of our Human Resources team make initial recommendations to the Compensation Committee with reference to executives other than the CEO and participate in Compensation Committee discussions. In the case of the CEO, compensation is determined by the Compensation Committee, without management present. The Compensation Committee then makes recommendations related to the compensation provided to all executive officers (including the CEO) to the Board for their approval. Compensation Committee Consultants The Compensation Committee is empowered by its charter to retain its own independent legal and compensation consultants, at the Company's expense. In 2024, the Compensation Committee engaged Semler Brossy Consulting Group LLC ("Semler Brossy") as its own independent advisor to objectively review and make recommendations regarding 1) aspects of our Long-Term Incentive Compensation Plan and equity grants, and 2) Total Direct Compensation for executive officers and non-employee independent directors. Semler Brossy also supports the Compensation Committee in identifying an appropriate peer group for benchmarking executive pay levels and practices, annually providing the Compensation Committee with data on competitive pay levels for the senior executives and the design and calibration of our AIP, providing the Compensation Committee with regular updates on regulatory and governance considerations, and providing input into the Company's disclosures on executive compensation and other activities. Annually, the Compensation Committee reviews the independence of Semler Brossy based on the NASDAQ listing standards and has determined that Semler Brossy is independent of management. Benchmarking For NEOs, we compare our compensation to that of other companies on an annual basis. For 2024, compensation was benchmarked against public market data from peer company proxies as well as based on data published in annual compensation surveys. Peer group companies are reviewed annually by the Compensation Committee based on the recommendations of Semler Brossy. Peers are selected to best reflect our mix of businesses and economics, such as operating income, market value and operating margin. We do not reference revenue as a factor in assessing our peer group. Our approach to benchmarking combines peer group data from commodities-based businesses with general industry surveys that reflect a smaller revenue scope than our actual revenue. This approach addresses the issue that our commodities-based business may overstate our true peer size and seeks to avoid the upward compensation pressure a peer-group only approach might create. The peer group used for NEO pay decisions in 2024 is comprised of these 17 companies:

  7. General Principles and Procedures

    For 2024 pay decisions, due to the Company's size and market valuations the peer group was changed to remove Mission Produce, Intrepid Potash Inc., REX American Resources, DNOW Inc., and Calavo Growers and to add United Natural Foods, Flowers Foods, BlueLinx Holdings, Inc., B&G Foods, Lancaster Colony Corp, and The Hain Celestial Group. Our pay strategy is to have Target Total Direct Compensation (sum of base salary, short-term incentive and long-term incentive) aligned with the median of our competitive benchmark if annually established Target levels for Company and business unit pretax income and ROIC are achieved. While the Compensation Committee referenced the median of market data for each element, as well as the sum of all elements of total compensation when making pay decisions for NEOs, actual and Target pay for each executive may vary from the market median based on the Compensation Committee’s assessment of each individual’s skill, experience, performance and other contributions, as well as the overall business context of the Company and year-over-year changes in market pay levels, each assessed by the Compensation Committee in its judgment without any specific weightings or formulas.

  8. Elements of Total Direct Compensation

    | Total Cash Compensation | | | | | Element | Description | Objective | Delivery | | Base Salary | Generally targeted at the median of market benchmarks. | Payment for day-to-day performance of job accountabilities. A market-based range allows for variation based on skills, experience, and performance. | Cash | | Short-term Incentive Compensation – Annual Incentive Plan | Annual incentive opportunity calculated as percentage of base salary. Short-term incentive is based primarily upon the formula as described in Annual Incentive Plan below. A discretionary modifier up to -/+ 20% may be applied to the formulaic award by the CEO (or the Compensation Committee in the case of the CEO). Maximum incentive payout for the objective financial measures is two times the individual’s Target (plus up to 20% if the discretionary modifier is applied), regardless of performance. | Incentive for annual pretax income and ROIC. Application of the discretionary modifier based on assessment of overall individual performance and achievement of individual objectives. | Cash |

  9. Elements of Total Direct Compensation

    | Long-term Incentive ("LTI") Compensation | | | | | Element | Description | Objective | Delivery | | Performance Share Units | Grant amount represents 60% of the NEO’s total LTI Target opportunity. Vesting of PSUs granted in 2024 is based upon achievement of targeted cumulative adjusted diluted earnings per share (EPS) over the three-year performance period. A modifier of up to -/+ 20% is applied to the formulaic EPS award based on relative TSR ranked against a peer group over the three-year performance period. | Taken together the two performance measures used for the PSUs reward an effective balance between growth expectations in earnings and shareholder return expectations. The use of a TSR modifier strengthens the link between share price growth and long-term compensation. | Conversion of units to Common Shares (if earned) at the end of the three-year performance period and are then subject to the Stock Ownership & Retention Policy. | | Restricted Stock Units | The 2024 grant amount represents 40% of the NEO's total LTI Target. | Promotes retention due to the multi-year vesting period. Also creates focus on share price and alignment with shareholders. | Delivery of restricted units at grant date. Units have graded vesting over three years and are then subject to the Stock Ownership & Retention Policy. |

  10. 2024 Executive Compensation Components

    2024 Executive Compensation Components Base Pay Generally, annual increases to base salary for each NEO are determined based upon the NEO’s current salary relative to competitive benchmark information, individual performance and the Company’s plan for overall wage increases. Larger salary increases may occur when promotions or new accountabilities create additional value for a position, benchmark data indicates that an adjustment is necessary to maintain market competitiveness or based upon considerations of internal equity with other similarly situated NEOs. In particular, Mr. Krueger's increase reflects his promotion to CEO and Ms. Zibbel's increase reflects competitiveness and experience for her role. Mr. Bowe's decrease reflects his retirement from CEO and move to Executive Chairman. For 2024, the Compensation Committee referenced the median of competitive benchmark information when considering each NEOs competitive salary positioning. The Compensation Committee considers a range of plus or minus 10% from the median of the benchmark information as a competitive target range. The following is a table setting forth NEO annualized base salary and the percentage change from the prior year:

  11. 2024 Executive Compensation Components

    (1) On October 1, 2024, William E. Krueger was named Chief Executive Officer, replacing Patrick E. Bowe. Mr. Bowe assumed the role of Executive Chairman of the Board. Annual Incentive Plan We believe that our annual incentive plan encourages sound investment decisions, prudent asset management, and profitable business unit and Company performance. Our AIP includes two quantitative metrics, pretax income and return on invested capital ("ROIC"), in each case subject to certain adjustments as described below. These metrics were selected to align the efforts of executives with our strategies, our shareholders and to maximize value. The Compensation Committee approves the financial Threshold, Target and Maximum for each of the selected metrics. Thresholds are levels of pretax income and ROIC that must be achieved before any AIP payment is earned. At Threshold performance, only minimum levels of AIP payments are earned. Targets are the levels of pretax income and ROIC at which the resulting AIP payment will equal the targeted competitive level of compensation discussed under “Benchmarking” above. Maximums are levels of pretax income and ROIC at which the Maximum bonus amounts are earned. For 2024, we established performance goals at both the individual business unit and total Company level for pretax income and ROIC (depending on the NEO). For 2024, pretax income Targets were set at the approved 2024 budget. Total Company Thresholds were set at 43% of the Targets. Maximums were set at approximately 143% of Target. Nutrient & Industrial Thresholds were set at 50% of Target and maximum was set at 156% of Target. ROIC Targets were set at or above Company planned ROIC (106% for total Company) with Thresholds set at varying percentages of the Target in light of specific business outlook (66% - 72% for business groups, 71% for total Company). The Maximums were set at 120% - 133% of the Targets for the business groups, and 118% for total Company. The performance goal ranges between Threshold and Target as well as Target and Maximum are intentionally set with a wide range to recognize the potential volatility of a commodity-based business. 2024 Targets were increased from 2023 Targets for all business units and the total Company. The Compensation Committee believes the 2024 business plan was challenging at the time it was approved and created additional alignment with our short and long-term business plans and strategies. The Compensation Committee retains discretion to consider adjustments to performance results to exclude the impact of unusual or extraordinary transactions that do not reflect the on-going business operations and to avoid unintended incentives for management to make decisions solely on the basis of achieving financial results. The Compensation Committee uses a decision framework for consistency to consider the materiality and facts and circumstances of potential adjustments and has discretion as to which business unit and/or individuals are impacted. The financial goals and results impacting 2024 NEO compensation were as follows:

  12. 2024 Executive Compensation Components

    | (in thousands) | Pretax Income(1) | | | | ROIC(2) | | | | | Business Unit | Threshold | Target | Maximum | Actual | Threshold | Target | Maximum | Actual | | Company | $60,000 | $140,000 | $200,000 | $147,941 | 6.0% | 8.5% | 10.0% | 8.8% | | Nutrient & Industrial | 16,000 | 32,000 | 50,000 | 20,836 | 6.5% | 9.0% | 11.5% | 5.8% |

  13. 2024 Executive Compensation Components

    (1)Reflects "Income (loss) before income taxes attributable to the Company from continuing operations" from the Company's Consolidated Statements of Operations filed in Form 10-K, adjusted for certain expenses. See reconciliation tables in Appendix A for further information. (2)ROIC is calculated as adjusted pretax income before interest expense and charges for factoring receivables, using the adjusted effective tax rate of 20.6%, divided by net invested capital. Adjusted pretax income and ROIC are non-GAAP measures. See reconciliation tables to the nearest GAAP measure in Appendix A for further information. Total adjusted invested capital includes total equity and total debt, less Cash and cash equivalents (as reported on the Consolidated Balance Sheets) and uses a five-quarter rolling average. For any individual eligible for AIP incentive awards, including the NEOs, the AIP award is divided into components: non-discretionary components based upon Company and in certain cases, business unit pretax income, and Company or, in certain cases, business unit ROIC; and a discretionary modifier may be applied based upon the CEO’s assessment of individual performance (in the case of the CEO, the Compensation Committee’s assessment of CEO's performance). If the Company, as a whole, or an individual business unit, as applicable, exceeds Threshold, the amount available for Company or business unit incentives will be increased proportionately. If Thresholds are not met, no Company or business unit incentives are earned for the non-discretionary portions of AIP which are based on Company or business unit performance, as applicable. While our expectation is that each business unit will achieve at least Threshold performance resulting in at least a minimum Company or business unit incentive, this is not always possible due to the volatility of the Company's industries. The criteria by which each NEO is measured is shown below:

  14. 2024 Executive Compensation Components

    The Compensation Committee considers and approves all NEO AIP incentives, including the discretionary modifier attributed to individual performance. For 2024, the dollars available to the CEO for this discretionary portion was based on a combination of business unit and Company pretax income performance and business unit and Company ROIC performance. The Compensation Committee may elect to fund a minimum discretionary amount of AIP even when the Company or business unit has not achieved Threshold performance. While no amount of funding is assured in this circumstance, if the Compensation Committee determines that some level of award for individual performance is appropriate, it may elect to authorize discretionary funding. As business unit and Company financial metric Thresholds are exceeded, the magnitude of quantitative awards has a direct impact on the available modifier amounts. The CEO bases his determination for applying a discretionary modifier on his assessment of the NEO's business unit and individual performance, unique challenges faced by such NEO's industry, as well as the size of the NEO's Company and business unit-based AIP incentive in light of the challenges and opportunities which may have impacted their ability to achieve Target income levels. The CEO has latitude in applying the discretionary modifier to the executive team based on each executive's individual performance and contributions, but each discretionary modifier recommended by the CEO must be approved by the Compensation Committee. For 2024, the CEO recommended and the Compensation Committee approved the application of an individual discretionary modifier for the NEO group, excluding the CEO, which ranged from -10% - 0% of the calculated value of the AIP incentives. In addition to the individual performance efforts of the NEOs, discretionary factors also included safety performance, successful talent management and succession efforts, strategic leadership, strong operational and financial management, execution of merger & acquisitions, growth strategies, and employee engagement efforts. The Compensation Committee makes the determination of the individual performance award for the CEO. For 2024, the Compensation Committee considered safety performance, progress and challenges in several areas: financial performance of the business, strategic planning efforts, execution of strategic components through mergers & acquisitions, leadership development and succession planning, proper control and risk management, employee engagement efforts, and other performance items as determined by the Board, in awarding a 0% discretionary modifier to the calculated AIP value to the CEO. The following table includes AIP payouts (including both formula and applied discretionary modification) and the percentage of the total Target incentive for each of the NEOs:

  15. 2024 Executive Compensation Components

    | | 2024 | | | 2023 | | | Target as a % of Base Salary (1)(2) | | | Payout | Target | % of Target | Payout | Target | % of Target | | | Patrick E. Bowe(2) | $1,008,175 | $874,317 | 115% | $1,720,000 | $1,000,000 | 172% | 100% | | William E. Krueger(2) | 1,109,937 | 962,568 | 115% | 1,634,000 | 950,000 | 172% | 100% | | Brian A. Valentine | 573,379 | 497,250 | 115% | 855,000 | 497,250 | 172% | 85% | | Christine M. Castellano | 389,171 | 337,500 | 115% | 580,500 | 337,500 | 172% | 75% | | Joseph E. McNeely | 167,822 | 337,500 | 50% | 354,000 | 337,500 | 105% | 75% | | Sarah J. Zibbel(3) | 276,744 | 240,000 | 115% | 153,000 | 88,767 | 172% | 60% |

  16. 2024 Executive Compensation Components

    (1) Sarah J. Zibbel did not receive an annual equity grant in 2023, as she did not join the Company until August. Restricted Share Units RSUs promote retention and alignment with shareholder interests by tying executive compensation to the price of the Company's Common Shares. The 2024 RSUs vest in three installments, in the amount of one-third per year starting on March 1 following the year of grant and annually thereafter until fully vested. Dividends on awarded RSUs are delivered in the form of additional shares as restrictions lapse equivalent to the dollar value of dividends attributable to the number of shares vested. Performance Share Units In prior years, PSU awards granted to our executives were split equally between two types of awards – EPS-based PSUs and TSR-based PSUs. Beginning in 2024, we changed our structure to a single PSU award based on EPS with a TSR modifier. This change was made in an effort to simplify our program to one PSU award type and rebalance the weighting of relative TSR from 50% to a modifier, which we believe creates more emphasis on financial results and is a prevalent approach with peer companies. Consistent with past awards, we measure cumulative EPS over the three-year performance period but have added an up to 20% TSR-based modifier that could increase or decrease the award payout. Unlike RSUs, which require only continued service to be earned by the executive, the PSUs are only earned when the Company achieves targets that emphasize the Company’s pay-for-performance philosophy. Dividends on awarded PSUs are delivered in the form of additional shares at the end of the performance period but only equivalent to the value of dividends on the number of shares ultimately earned and delivered. In determining cumulative EPS Threshold, Target, and Maximum performance levels, the Compensation Committee considers short and long-term business goals at the time of grant. The Compensation Committee also considers related factors, including recent EPS performance, and economic and industry conditions that may impact cumulative EPS performance. These levels of achievement are based on the cumulative EPS plan for the year the grant is made plus a target growth component for the next two years. The Compensation Committee reviews and approves these criteria in advance of the grant. Threshold goals are a floor, so that performance below “Threshold” results in no PSU award delivery. Threshold goals are set at a level equal to minimally acceptable performance. Target goals are then set at a level which would be challenging but reasonably achievable under normal market conditions. In order to achieve the Maximum PSU award, exceptional cumulative EPS results must be achieved over the performance period. Cumulative EPS for PSU grants may be adjusted for unusual or non-recurring items. The cumulative EPS used for executive compensation is a non-GAAP measure, see Appendix A for a reconciliation to diluted earnings per share from operations attributable to The Andersons, Inc. shareholders within the Statement of Operations on Form 10-K. The Company also utilizes a TSR measure in addition to cumulative EPS (as a modifier with respect to PSU awards granted starting in 2024, and prior to that as a separate PSU award) to achieve the following objectives: •Create direct alignment between equity-based awards and shareholder return performance relative to the market •Strengthen the link between share price growth and long-term compensation •Create an effective combination of performance measures that taken together provide an effective balance between earnings and shareholder return expectation. We believe the use of the equity awards described above creates long-term incentives that balance the goals of growing stock price and strong Company earnings. 2024 PSU Grants PSUs granted in 2024 have a three-year performance period and are earned based on achievement of targeted cumulative diluted EPS over the three-year performance period, subject to potential modification based on relative TSR performance. For the 2024 grant, we based year two performance on a 39% growth in EPS and year three target was 7% growth applied to year two. The following table displays Threshold, Target and Maximum EPS achievement levels for the 2024 PSU grants:

  17. 2024 Executive Compensation Components

    | ANDE TSR Rank in Peer Group | Modifier | | 1 | 120% | | 2 | 115% | | 3 | 110% | | 4 | 105% | | 5 | 100% | | 6 | 95% | | 7 | 90% | | 8 | 85% | | 9 | 80% |

  18. 2024 Executive Compensation Components

    | Cumulative Diluted Earnings Per Share | Threshold | Target | Maximum | Actual (1) | Percent of Target PSU Value Earned | | | 20% | 100% | 200% | | | | Three years ended 2024 | $4.64 | $6.49 | $7.67 | $10.93 | 200% | | Three years ended 2023 | 2.87 | 4.02 | 4.92 | 10.37 | 200% | | Three years ended 2022 | 2.99 | 4.66 | 6.78 | 7.46 | 200% |

  19. 2024 Executive Compensation Components

    (1)Non-GAAP measure. Using an adjustment framework approved by the Compensation Committee, the EPS number used to determine compensation amounts was adjusted to remove certain items that were not representative of ongoing operations. See reconciliation tables in Appendix A for a reconciliation to the nearest GAAP measure. Prior Year PSU Grants – TSR-based Awards For TSR-based PSUs granted in 2023 and prior years, the comparator group selected for the TSR metric was the Russell 3000 Index. In the past, the Company determined that a broad-based index such as the Russell 3000 Index was the most appropriate and objective approach for our TSR-based PSUs given our historical business model. As described above, starting with our 2024 single form of PSU award, we began utilizing a custom agribusiness peer group for the TSR modifier. Our relative TSR metric for these awards uses a composite out-performance design to capture the magnitude of performance relative to the Russell 3000 Index and for efficient administration and communication. The metric also limits the vesting of units to shares when TSR is negative regardless of results relative to the Russell 3000 Index. The following table summarizes our TSR plan design for TSR-based PSU awards granted in 2023 and prior years:

  20. 2024 Executive Compensation Components

    | | | Vested PSU Payout Percent | | | Goal Achievement | Company's Three-Year Annualized TSR Relative to Comparator Group | % of Target PSUs if Company TSR is Positive | % of Target PSUs if Company TSR is Negative | | Maximum | +18 percentage points or more above Target | 200% | 100% | | Above Target | For every +1 percentage points Company TSR is above Target | 100% plus 5.56% of Target | 100% | | Target | Comparator Group's Annualized TSR | 100% | 100% | | Below Target | For every -1 percentage points Company TSR is below Comparator Group | 100% less 5% of Target | 100% less 5% of Target | | Threshold | -12 percentage points below Comparator Group | 40% | 40% | | Below Threshold | More than -12 percentage points below Comparator Group | 0% | 0% |

  21. 2024 Executive Compensation Components

    | Relative TSR | Company Actual TSR 2022 - 2024 | Russell 3000 Index | Difference | Percent of Target PSU Value Earned | | Three years ended 2024 | 7.91% | 9.57% | (1.66)% | 91.71% |

  22. 2024 Executive Compensation Components

    | Name and Position (1) | Year | Salary (2) | Bonus (3) | Stock Awards (4) | Option Awards (5) | Non-Equity Incentive Plan Compensation (6) | Change in Pension Value & Nonqualified Deferred Compensation Earnings | All Other Compensation (7) | Total | | (a) | (b) | (c)($) | (d)($) | (e)($) | (f)($) | (g)($) | (h)($) | (i)($) | (j)($) | | Patrick E. Bowe President and Chief Executive Officer | 2024 | 886,538 | — | 2,969,718 | 3,858 | 1,008,175 | — | 636,777 | 5,505,066 | | | 2023 | 1,000,000 | — | 3,468,141 | 5,151 | 1,720,000 | — | 633,200 | 6,826,492 | | | 2022 | 992,308 | — | 3,512,116 | 3,528 | 1,993,000 | — | 208,541 | 6,709,493 | | William E. Krueger President and Chief Executive Officer | 2024 | 961,346 | — | 2,089,787 | — | 1,109,937 | — | 674,129 | 4,835,199 | | | 2023 | 950,000 | — | 2,440,548 | — | 1,634,000 | — | 322,040 | 5,346,588 | | | 2022 | 760,192 | — | 715,825 | — | 2,379,110 | — | 253,155 | 4,108,282 | | Brian A. Valentine Executive Vice President, Chief Financial Officer | 2024 | 585,000 | — | 772,171 | — | 573,379 | — | 238,506 | 2,169,056 | | | 2023 | 585,000 | — | 882,307 | — | 855,000 | — | 230,236 | 2,552,543 | | | 2022 | 583,077 | — | 893,339 | — | 990,000 | — | 96,941 | 2,563,357 | | Christine M. Castellano Executive Vice President, General Counsel & Corporate Secretary | 2024 | 450,000 | — | 494,953 | — | 389,171 | — | 179,598 | 1,513,722 | | | 2023 | 450,000 | — | 424,186 | — | 580,500 | — | 160,948 | 1,615,634 | | | 2022 | 449,039 | — | 429,442 | — | 672,000 | — | 72,382 | 1,622,863 | | Joseph E. McNeely President, Nutrient and Industrial | 2024 | 450,000 | — | 371,245 | 3,858 | 167,822 | — | 146,288 | 1,139,213 | | | 2023 | 450,000 | — | 424,186 | 5,151 | 354,000 | — | 156,657 | 1,389,994 | | | 2022 | 450,000 | 50,000 | 429,442 | 3,528 | 593,000 | — | 99,575 | 1,625,545 | | Sarah J. Zibbel Executive Vice President & Chief Human Resources Officer | 2024 | 395,192 | — | 264,015 | — | 276,744 | — | 17,559 | 953,510 |

  23. Director Compensation

    Director Compensation The following description of director compensation reflects the program in place for 2024. Director compensation is reviewed regularly and compared to the proxy information from the same peer companies used for executive compensation. Directors who are not employees of the Company receive an annual retainer of $80,000, paid in quarterly installments. Committee Chairpersons each receive an additional retainer, paid in quarterly installments. Until August 13, 2024, these additional retainers were as follows: Audit Committee, $15,000 annually; Compensation Committee, $12,750 annually; and all other Committees, $10,000 annually. The Lead Director also receives a $15,000 annual retainer (paid in quarterly installments). Until Mr. Bowe's appointment, the Board Chair received a $70,000 annual retainer (paid in quarterly installments). Directors may elect to receive their retainers in cash or Common Shares. Beginning August 13, 2024, the Board approved increases to the Committee Chairpersons additional retainer (paid in quarterly installments) as follows: Audit Committee, $25,000 annually; Compensation Committee, $20,000 annually; and all other Committees, $15,000 annually. The Lead Director additional retainer was increased to $20,000 annually (paid in quarterly installments). Committee members receive an additional retainer as follows: Audit Committee, $10,000 annually; Compensation Committee, $7,500 annually; and all other Committees $5,000 annually. Additional compensation may be paid to individual directors for work requiring time and effort beyond what is normally expected to prepare for and attend Board and Committee meetings including orientation for new directors and special projects. Directors are paid their retainers on a quarterly basis and are not compensated for individual Board or Committee meetings. Directors receive an annual equity grant valued at $130,000 for 2024. Director grants of RSUs will fully vest after one year from date of grant. Directors appointed between annual meeting dates receive a prorated equity grant. Patrick E. Bowe and William E. Krueger were the only employee directors during 2024. They received no additional compensation for their directorship.

  24. Director Compensation

    | | Fees earned or paid in cash | Stock awards (1)(2)(3) | Total | | (a) | (b)($) | (c)($) | (d)($) | | Gerard M. Anderson (2) | 102,500 | 122,275 | 224,775 | | Michael J. Anderson, Sr. (3) | 70,000 | — | 70,000 | | Steven K. Campbell (2) | 90,625 | 122,275 | 212,900 | | Gary A. Douglas | 108,875 | 119,970 | 228,845 | | Pamela S. Hershberger | 112,500 | 119,970 | 232,470 | | Catherine M. Kilbane (2) | 110,000 | 122,275 | 232,275 | | Robert J. King, Jr. (2) | 103,750 | 122,275 | 226,025 | | Ross W. Manire (2) | 100,688 | 122,275 | 222,963 | | John T. Stout, Jr. (2) | 90,625 | 122,275 | 212,900 |

  25. Director Compensation

    (1)RSUs were granted to all directors on May 9, 2024 and valued at $52.85 per share, the closing price on the date of issuance. (2)RSU dividend equivalent shares were granted on May 9, 2024 and valued at $51.45 per share, the closing price on the day prior to issuance. (3)Michael J. Anderson, Sr. did not stand for re-election in May 2024, as he had reached the Board's mandatory retirement age of 72. Outstanding equity awards for non-employee directors and former directors at December 31, 2024, are as follows:

  26. Director Compensation

    | Name | Outstanding Restricted Stock Units (#) | | Gerard M. Anderson | 2,270 | | Steven K. Campbell | 2,270 | | Gary A. Douglas (1) | 5,413 | | Pamela S. Hershberger (1) | 5,413 | | Catherine M. Kilbane | 2,270 | | Robert J. King, Jr. | 2,270 | | Ross W. Manire | 2,270 | | John T. Stout, Jr. | 2,270 |

  27. Director Compensation

    (1)Mr. Douglas and Ms. Hershberger elected to defer distribution of their Restricted Share Units granted in 2023 until their retirement dates from the Board of Directors.

  28. CEO Pay Ratio

    CEO Pay Ratio We identified the median employee by examining 2021/2022 eligible compensation under the Company’s qualified and non-qualified retirement benefit plans (“Retirement Benefit Eligible Compensation”) for all individuals, excluding our CEO, who were employed by the Company on November 15, 2022. We believe the use of Retirement Benefit Eligible Compensation for all employees is a consistently applied compensation measure because it takes into account base pay for all employees, hours worked and overtime for hourly employees, plus bonuses, and because this measurement excludes equity awards which the Company does not widely distribute to employees. Approximately 3.8% of our employees receive annual equity awards. It is important to note that Retirement Benefit Eligible Compensation was calculated and used for all employees, including those who were not actively contributing or not eligible to contribute to a retirement benefit account for the pay periods completed during the twelve-month period from November 16, 2021 to November 15, 2022. Except for one (1) Singapore, twelve (12) United Kingdom, four (4) Mexico, and twenty-two (22) Switzerland employees out of a total population of 2,283 employees, which was considered a de minimis number of non-US employees, we included all employees, whether employed on a full-time, part time, seasonal, or temporary basis. We did not make any assumptions, adjustments or estimates with respect to Retirement Benefit Eligible Compensation, but we did annualize such compensation for any full-time and part time employees that were not employed by the Company for the full twelve-month period from November 16, 2021 to November 15, 2022. We have calculated the annual total compensation for the median employee using the same methodology we use for our CEO as set forth in the Summary Compensation Table. Because we had two CEOs during 2024, CEO total compensation was calculated as follows: base salary for each CEO during the time he served; CEO-level AIP (based on a target of 100%) pro-rated for the time served as CEO; the full amount of stock awards for Mr. Bowe reflected in the SCT (because Mr. Krueger did not receive a grant while he served as CEO); and all other amounts included in the SCT pro-rated based on time served as CEO. We also included amounts for Company paid non-discriminatory benefits for both the median employee and CEO in the total compensation calculations. Benefit values were based on the elections of the CEO and the median employee in effect on November 15, 2024, in addition to the value of other non-elective benefit coverages. The 2024 annual total compensation of our CEOs was $5,790,899, the 2024 annual total compensation of our median compensated employee was $94,576; and the ratio of these amounts is 61 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.

  29. Pay vs. Performance Disclosures

    Pay vs. Performance Disclosures

  30. Pay vs. Performance Disclosures

    | | Summary Compensation Table Total for PEO (b) | | Compensation Actually Paid to PEO (c) | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | | | | Year | PEO 1 | PEO 2 | PEO 1 | PEO 2 | | | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (Loss) (in thousands) | Adjusted Pretax Income (in thousands) | | (a) | | | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $5,505,066 | $4,835,199 | $(33,689) | $2,437,520 | $1,443,875 | $770,494 | $178 | $122 | $170,700 | $147,941 | | 2023 | 6,826,492 | — | 14,853,950 | — | 2,726,190 | 4,017,469 | 251 | 162 | 132,529 | 147,976 | | 2022 | 6,709,493 | — | 6,928,966 | — | 2,480,012 | 2,465,395 | 150 | 195 | 166,979 | 175,491 | | 2021 | 5,766,899 | — | 11,692,450 | — | 1,991,571 | 2,971,502 | 163 | 171 | 135,866 | 132,371 | | 2020 | 3,752,735 | — | 3,007,429 | — | 1,190,140 | 1,091,568 | 101 | 116 | (14,215) | 10,635 |

  31. Pay vs. Performance Disclosures

    Column (b). Reflects compensation amounts reported in the Summary Compensation Table for our Principal Executive Officers for the respective years shown. "PEO 1" refers to Patrick E. Bowe, who served as CEO through September 30, 2024. "PEO 2" refers to William E. Krueger, who has served as CEO since October 1, 2024. Columns (c) and (e). Compensation actually paid ("CAP") to our PEOs and non-CEO NEOs in 2024 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee in regards to executive compensation, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above. Prior year proxy statements include the following reconciliation tables for all prior periods presented above.

  32. Pay vs. Performance Disclosures

    | | 2024 | | | | | PEO 1 | PEO 2 | Average for non-CEO NEOs | | Summary Compensation Table ("SCT") Total Compensation | $5,505,066 | $4,835,199 | $1,443,875 | | Grant Date Fair Value of Stock Awards from SCT | (2,969,718) | (2,089,787) | (475,596) | | Fair Value of Equity Awards Granted in the Year and Unvested as of Year End | 2,154,012 | 1,515,776 | 340,578 | | Change in Fair Value of Outstanding and Unvested Equity Awards, Year Over Year | (4,088,605) | (1,718,208) | (475,044) | | Change in Fair Value of Equity Awards Vested, Granted in a Previous Year | (634,444) | (105,460) | (63,319) | | Compensation Actually Paid | $(33,689) | $2,437,520 | $770,494 |

  33. Pay vs. Performance Disclosures

    Column (d). The Company's non-CEO NEOs were as follows: ◦2024: Brian A. Valentine, Christine M. Castellano, Joseph E. McNeely and Sarah J. Zibbel ◦2023, 2022 and 2021: Mr. Valentine, Mr. Krueger, Ms. Castellano and Mr. McNeely ◦2020: Mr. Valentine, Mr. Krueger, Ms. Castellano, Mr. McNeely, Valerie M. Blanchett and Jeffrey C. Blair Column (f). The Company's TSR was determined based on the value of an initial fixed investment of $100, as of December 31, 2019, including the reinvestment of any dividends. Column (g). For the relevant fiscal year, represents the cumulative TSR of the Peer Group Index disclosed in Item 5 of the Company's Annual Report on Form 10-K for the measurement periods ending December 31, 2024, 2023, 2022, 2021, and 2020, respectively. The Peer Group Index, weighted for market capitalization, consists of the following companies: Archer-Daniels-Midland Co., Alto Ingredients, Inc., Bunge Global SA, Darling Ingredients, Green Plains, Inc., The Mosaic Company, Nutrien Ltd., and Rex American Resources. If the primary peer group from the 2023 Proxy Statement were used, the Peer Group TSR would be $127, $158, $184, $160, and $108 for the measurement periods ending December 31, 2024, 2023, 2022, 2021, and 2020. Column (h). "Net Income (Loss)" is reported in the Consolidated Statements of Operations in the Company's Annual Report on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Column (i). "Adjusted Pretax Income" is a non-GAAP measure that reflects "Income (loss) before income taxes from continuing operations" from the Company's Consolidated Statements of Operations filed in Form 10-K, adjusted for certain items. For a reconciliation of this number to the nearest GAAP measure, see Appendix A.

  34. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures In accordance with the Pay Versus Performance Rules, the below charts illustrate how CAP to our Named Executives aligns with the Company’s financial performance as measured by our TSR, our Peer Group TSR, our net income (loss), and adjusted pretax income. * TSR valuations are based upon a fixed value initial investment of $100 as of December 31, 2019 for determination of both peer group and Company TSR.