DEF 14A of Rex American Resources Corp
Filed May 2, 2024 · FY20230000930413-24-001661
ELECTION OF DIRECTORS (Item 1)
ELECTION OF DIRECTORS (Item 1) Nine directors are to be elected at the Annual Meeting to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. Unless otherwise directed, it is the intention of the persons named in the accompanying proxy to vote each proxy for the election of the nominees listed below. All nominees are presently directors of REX and all nominees have given their consent to being named as a candidate. If at the time of the Annual Meeting any nominee is unable or declines to serve, the proxy holders will vote for the election of such substitute nominee as the Board of Directors may recommend. We have no reason to believe that any substitute nominee will be required. Directors are elected by a majority of votes cast unless the election is contested, in which case directors are elected by a plurality vote. A majority of votes cast means that the number of shares voted “for” a nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes will have no effect. If a non-incumbent nominee receives a greater number of votes cast “against” than cast “for”, that non-incumbent nominee is not elected to the Board. Any incumbent director nominee who receives a greater number of votes cast “against” than votes “for” shall continue to serve as a “holdover director” under Delaware law, but shall tender his or her resignation as a director. Within 90 days, the Board will decide, after taking into account the recommendation of the Nominating/Corporate Governance Committee and excluding the nominee in question, whether to accept the resignation. The Board will promptly disclose its decision on a Form 8-K filed with the Securities and Exchange Commission. Set forth below is certain information with respect to the nominees for director, including the experience, qualifications and skills we believe these individuals bring to the Board and qualify them to serve as directors. The following matrix summarizes the diversity of business skills, financial and reporting expertise and gender, racial and ethnic diversity of our directors.
ELECTION OF DIRECTORS (Item 1)
| | Stuart A. Rose | Zafar A. Rizvi | Edward M. Kress | David S. Harris | Charles A. Elcan | Mervyn L. Alphonso | Lee I. Fisher | Anne C. MacMillan | Cheryl L. Bustos | | Qualifications/Experience | | | | | | | | | | | Executive leadership experience | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial/accounting literacy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Legal expertise | | | ✓ | | | | ✓ | ✓ | | | Entrepreneurial experience | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | Policy experience | | | | | | | ✓ | ✓ | ✓ | | Independence | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Demographics (self-identification) | | | | | | | | | | | Gender identity | M | M | M | M | M | M | M | F | F | | Black | | | | | | ✓ | | | | | Asian | | ✓ | | | | | | | | | White | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ |
ELECTION OF DIRECTORS (Item 1)
STUART A. ROSE, 69, was appointed our Executive Chairman of the Board and Head of Corporate Development in 2015. Mr. Rose had served as our Chairman of the Board and Chief Executive Officer since our incorporation in 1984 as a holding company. Mr. Rose ceased to be our Chief Executive Officer in 2015. Prior to 1984, Mr. Rose was Chairman of the Board and Chief Executive Officer of Rex Radio and Television, Inc., which he founded in 1980 to acquire the stock of a corporation which operated four retail stores. Mr. Rose’s past leadership and current position provides the Board with essential insight into the Company’s strategic activities. ZAFAR A. RIZVI, 74, was appointed our Chief Executive Officer and a director in 2015. Mr. Rizvi has been our President and Chief Operating Officer since 2010, was Vice President from 2006 to 2010, and has been President of Farmers Energy Incorporated, our alternative energy investment subsidiary, since 2006. From 1991 to 2006, Mr. Rizvi was Vice President—Loss Prevention. Mr. Rizvi’s knowledge of the Company’s alternative energy investments and diverse management operation expertise provides the Board with operational perspective and promotes efficiencies in communications between management and the Board. EDWARD M. KRESS, 74, has been our Secretary since 1984 and a director since 1985. Mr. Kress has been a partner of the law firm of Dinsmore & Shohl LLP (formerly Chernesky, Heyman & Kress P.L.L.), our legal counsel, since 1988. Mr. Kress has practiced law in Dayton, Ohio since 1974. Mr. Kress, a lawyer and our legal counsel, provides the Board with critical legal advice and perspective. DAVID S. HARRIS, 64, has been a director since 2004 and Lead Director since 2015. Mr. Harris has served as President of Grant Capital, Inc., a private investment company, since 2002. He also served as Chief Operating Officer of Seven Oaks Acquisition Corp., a special purpose acquisition company, from 2020 to 2021. During 2001, Mr. Harris served as a Managing Director in the investment banking division of ABN Amro Securities LLC (ABN). From 1997 to 2001, Mr. Harris served as a Managing Director and Sector Head of the Retail, Consumer and Leisure Group of ING Barings LLC (ING). The investment banking operations of ING were acquired by ABN in 2001. From 1986 to 1997 Mr. Harris served in various capacities as a member of the investment banking group of Furman Selz LLC. Furman Selz was acquired by ING in 1997. Mr. Harris is a director of Carrols Restaurant Group, Inc., a restaurant franchisee, where he is Chairman of the Board, Chairman of the Compensation Committee and a member of the Audit and Nominating and Governance Committees. Mr. Harris was a director of Spectrum Brands Holdings, Inc. from 2018 to 2020. Prior to its sale in 2015, Mr. Harris was a director of Steiner Leisure Limited where he served on the Audit Committee and was Chairman of its Compensation Committee. Mr. Harris’ experience in investment banking, corporate finance and capital markets is valuable to the Board in developing strategy and evaluating senior management. CHARLES A. ELCAN, 60, has been a director since 2003. Mr. Elcan has served as a partner of Frisco Partners since 2017. Mr. Elcan was previously a founder of, and President until 2017 of, China Healthcare Corporation, organized in 2008 to build and operate hospitals in China. Mr. Elcan was Executive Vice President—Medical Office Properties of Health Care Property Investors, Inc. (HCP), a real estate investment trust specializing in health care related real estate, from 2003 to 2008, and served as the Chief Executive Officer and President of MedCap Properties, LLC, a real estate company located in Nashville, Tennessee that owned, operated and developed real estate in the healthcare field, from 1998 to 2003. (HCP acquired MedCap Properties in 2003.) From 1992 to 1997, Mr. Elcan was a founder and investor in Behavioral Healthcare Corporation (now Ardent Health Services LLC), a healthcare company that owns and operates acute care hospitals. Mr. Elcan, a founder of health care real estate companies, brings to the Board entrepreneurial experience. MERVYN L. ALPHONSO, 83, has been a director since 2007. Mr. Alphonso retired as Vice President for Administration and Chief Financial Officer of Central State University in 2007, a position he held since 2004. Mr. Alphonso has over 30 years of experience in the banking industry. He was President, Dayton District, KeyBank National Association from 1994 to 2000 and held various management positions with KeyBank of New York, N.A., and Crocker National Bank and Bankers Trust Company. Mr. Alphonso served as a Peace Corps volunteer from 2001 to 2003. Mr. Alphonso’s experience in the banking industry and as a chief financial officer provides the Board with financial management expertise. LEE I. FISHER, 72, has been a director since 2011 and previously served as a director from 1996 to 2006. Mr. Fisher was appointed Dean of Cleveland State University College of Law in 2017. He is also the Joseph C. Hostetler-BakerHostetler Chair in Law. Prior to his appointment as Dean, he was President and Chief Executive Officer of CEOs for Cities, a non-profit national organization of urban leaders focused on revitalizing American cities. Mr. Fisher was also a Senior Fellow with the Levin College of Urban Affairs at Cleveland State University and an Urban Scholar with the College of Urban Planning and Public Affairs at the University of Illinois-Chicago. Mr. Fisher served as Lieutenant Governor of Ohio from 2007 to 2011, including as Director of the Ohio Department of Development and Chair of the Ohio Third Frontier Commission. He served as President and Chief Executive Officer of the Center for Families and Children, a private non-profit human services organization, from 1999 to 2006. Mr. Fisher practiced law with the law firm of Hahn Loeser & Parks LLP from 1978 to 1990 and was a partner in the firm from 1995 to 1999. He served as Ohio Attorney General from 1991 to 1995, Ohio State Senator from 1983 to 1990 and Ohio State Representative from 1981 to 1983. Mr. Fisher was formerly a director of OfficeMax Incorporated. Mr. Fisher brings to the Board experience and understanding of law, government, public affairs, economic development, and regulatory and public policy.
ELECTION OF DIRECTORS (Item 1)
ANNE C. MACMILLAN, 45, has been a director since 2019. Ms. MacMillan has been a partner with Invariant GR since 2016, where she manages Invariant’s food, agriculture and trade practice, leveraging nearly 20 years of substantive policy experience from serving in the House of Representatives, the United States Department of Agriculture, and in corporate America. Ms. MacMillan served as the Director of Government Affairs for the Wonderful Company, a multi-billion dollar farming and consumer packaged goods company, from 2014-2016. Prior to that, Ms. MacMillan was at the United States Department of Agriculture, serving as Senior Advisor from 2010-2012, and as Deputy Chief of Staff from 2012-2014 where she developed and implemented the Agency’s regulatory agenda and managed key policy staff. Ms. MacMillan started her career on Capitol Hill with the late Bob Matsui (D-CA) and spent several years as the Legislative Director to Rep. Dennis Cardoza (D-CA), managing his Agriculture and Natural Resources Committee work in addition to assisting with his leadership of the Blue Dog Coalition. Ms. McMillan then served as a senior policy advisor for Speaker Nancy Pelosi (D-CA) for the last two years of the Speaker’s first speakership. In this capacity, Ms. MacMillan managed all issues pertaining to agriculture and rural America, amongst other key priorities. Ms. MacMillan is a graduate of the University of California, San Diego and received her Juris Doctorate from The George Washington University Law School. Ms. MacMillan’s experience serving the agricultural industry, in both the public and private sector, brings a different perspective and insight to the Board. CHERYL L. BUSTOS, 62, has been a director since February 2023. Since December, 2023, she has been a partner of, and since January, 2023, she has been head of Illinois operations and Co-Chair of, Mercury LLC, a public affairs consulting firm based in Washington, D.C. Ms. Bustos served in the United States House of Representatives, representing Illinois’ 17th Congressional District, from 2013 until January, 2023. While in the House of Representatives, Ms. Bustos served on the Agriculture Committee for 10 years and chaired its General Farm Commodities and Risk Management Subcommittee during a portion of that time. She also served on the House Appropriations Committee. Prior to serving in Congress, Ms. Bustos was Vice President of Corporate Communications for UnityPoint Health, a nonprofit integrated healthcare system, from 2008 to 2011; Senior Director of Corporate Communications for Trinity Regional Health System from 2001 to 2007; and a journalist with the Quad-City Times from 1985 to 2001. Ms. Bustos holds a bachelors degree in Government and Politics from the University of Maryland and a Masters in Public Affairs Reporting from the University of Illinois at Springfield. Ms. Bustos also is a board member of Ullico Inc., a privately held insurance and financial services holding company, and its subsidiary, Ullico Investment Advisors Inc., a registered investment advisor. Ms. Bustos provides the Board with extensive legislative experience at the national level, expertise in agricultural policy and familiarity with the agricultural community.
Board of Directors
Board of Directors Our Board of Directors currently consists of nine directors. The Board has determined that six of the nine, David S. Harris, Charles A. Elcan, Mervyn L. Alphonso, Lee I. Fisher, Anne C. MacMillan and Cheryl L. Bustos, are independent within the meaning of Section 303A.02 of the New York Stock Exchange (“NYSE”) Listed Company Manual. To be considered independent, the Board must determine that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, including commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships, among others. Our Board has established the following guidelines, consistent with Section 303A.02 of the NYSE listing standards, to assist it in determining independence of directors.
Board of Directors
| • | A director who is an employee, or whose immediate family member (as defined in such guidelines) is an executive officer, of the Company is not independent until three years after the end of such employment relationship. | | • | A director who receives, or whose immediate family member receives, more than $120,000 during any 12-month period in direct compensation from the Company, other than director or committee |
Board of Directors
| | fees and pension or other forms of deferred compensation for prior service (not contingent in any way on continued service), is not independent until three years after he or she does not receive more than $120,000 of such compensation during any 12-month period. (Compensation received by an immediate family member for service as a non-executive employee need not be considered in determining independence under this test.) | | • | A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives at the same time serve on that company’s compensation committee is not independent until three years after the end of such service or the employment relationship. | | • | A director who is an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent until three years after falling below such threshold. |
Board of Directors
Messrs. Harris, Alphonso, Elcan and Fisher and Mses. MacMillan and Bustos currently have no relationships with the Company other than being a director. Our Board of Directors held five meetings during the fiscal year ended January 31, 2024. Directors are invited and encouraged to attend our Annual Meeting of Shareholders and all of our serving directors attended last year’s Annual Meeting of Shareholders. During our fiscal year ended January 31, 2024, each of our directors then serving also attended 100% of the Board meetings and the meetings of each Committee on which such director served. Our Board of Directors also acted twice during fiscal 2023 by unanimous written consent. The non-management directors have the opportunity to meet in executive sessions without management present following Audit Committee and Board meetings. The presiding director for each executive session is the independent Lead Director.
Elements of Executive Compensation
Elements of Executive Compensation The elements of our executive compensation program are discussed below. Base Salary. Base salaries of our executive officers reflect individual job responsibilities, with consideration for past contributions and length of service. Base salary levels generally are set at levels below that of salaries paid to executive officers of other public companies in the ethanol industry in recognition of their annual incentive opportunities. For comparative purposes, we review base salaries paid by companies in our industry peer group. We do not engage in benchmarking in setting or adjusting base salaries. As noted above, the base salaries of our CEO, Mr. Rizvi, our CFO, Mr. Bruggeman, and our Executive Chairman, Mr. Rose, which had not changed since 2015, were increased in May, 2022 (effective for the full fiscal year) to $275,000, $300,000 and $225,000, respectively, based on the market assessment prepared by Pearl Meyer. These base salaries remained the same in fiscal 2023. Annual Incentive Program. Our annual incentive program is designed to reward executive officers for corporate performance and to incentivize those individuals to contribute to corporate profitability. Annual incentives are based on corporate performance and profitability measures. There are no individual performance goals or objectives. For fiscal 2023, the annual incentive opportunities for our executive officers were based upon and determined as a specific percentage of our Adjusted Net Income (as defined below). The specific percentage of Adjusted Net Income for each executive officer was determined on a scaled basis considering each officer’s overall responsibilities and contributions to corporate performance and operations, subject to individual maximum limits for the year. The individual specified percentages and maximum annual limits for each named executive officer, which were unchanged in fiscal 2023 from fiscal 2022, were:
Elements of Executive Compensation
| Named Executive Officer | Fiscal 2023 Annual Incentive Payout | | Mr. Rizvi | $4,226,998 | | Mr. Bruggeman | $2,113,499 | | Mr. Rose | $2,348,332 |
Elements of Executive Compensation
Long-Term Incentive Awards. In fiscal 2023, the Compensation Committee approved the grant of additional restricted stock to Messrs Rizvi and Bruggeman (45,000 shares and 22,500 shares, respectively), as long-term incentive awards. These restricted stock awards vest ratably over three years.
Employment, Termination and Change in Control Arrangements
Employment, Termination and Change in Control Arrangements We maintain employment agreements for each of our named executive officers which cover base salary, annual incentive award opportunities, and potential payments upon termination or change in control. These agreements provide that, upon a termination without cause, or for good reason within 12 months following a change in control, the executive would be entitled to his salary for the remainder of the employment period, and a cash payment equal to 200% of the total incentive bonus paid for the prior fiscal year, but not less than $1,000,000 and not more than $6,000,000 for Mr. Rizvi and not more than $3,000,000 for each of Messrs. Bruggeman and Rose. The Compensation Committee determined these payment amounts based upon competitive practices at the time the employment agreements were approved. The purpose of providing these severance benefits is to compensate executives in the event of a termination of employment not reflective of individual performance and to assure that executives focus on a smooth transition of management and operation of the Company in the event of a change in control. The employment agreements for our named executive officers, which most recently were amended effective as of February 1, 2022, based on the market assessment prepared by Pearl Meyer, provide as follows:
Employment, Termination and Change in Control Arrangements
| • | Mr. Rizvi’s employment agreement provides for an annual base salary of $275,000 and an annual incentive bonus based on 4.5% of the Company’s Adjusted Net Income, subject to an annual cap of $5,000,000. In addition, the minimum amount of the incentive bonus Mr. Rizvi will be entitled to receive in the event his employment is terminated by the Company without cause or, following a change in control, for good reason (which will be calculated without regard to the normal annual cap and paid in cash), is $1,000,000, with the amount of such bonus capped at $6,000,000. | | • | Mr. Bruggeman’s employment agreement provides for an annual base salary of $300,000, and an annual incentive bonus based on 2.25% of the Company’s Adjusted Net Income, subject to an annual cap of $2,500,000. In addition, the minimum amount of the incentive bonus Mr. Bruggeman will be entitled to receive in the event his employment is terminated by the Company without cause or, following a change in control, for good reason (which will be calculated without regard to the normal annual cap and paid in cash), is $1,000,000, with the amount of such bonus capped at $3,000,000. | | • | Mr. Rose’s employment agreement provides for an annual base salary of $225,000 and an annual incentive bonus based on 2.5% of the Company’s Adjusted Net Income, subject to an annual cap of $2,500,000. In addition, the minimum amount of the incentive bonus Mr. Rose will be entitled to |
Employment, Termination and Change in Control Arrangements
| receive in the event his employment is terminated by the Company without cause or, following a change in control, for good reason (which will be calculated without regard to the normal annual cap and paid in cash), is $1,000,000, with the amount of such bonus capped at $3,000,000. |
Peer Group
Peer Group When the Compensation Committee adjusted the base salaries and annual incentive opportunities for our executive officers in fiscal 2022 (which remained unchanged in fiscal 2023), the Compensation Committee consulted with management and selected a peer group consisting of 15 companies. The Company’s revenue was at the 55th percentile of the peer group. The peer group consisted of the following companies:
Peer Group
| Aemetis, Inc. | Green Plains Inc. | | Alto Ingredients, Inc. | Intrepid Potash, Inc. | | American Vanguard Corporation | Laredo Petroleum, Inc. | | Archrock, Inc. | LSB Industries, Inc. | | Berry Corporation | Renewable Energy Group, Inc. | | Calumet Specialty Products Partners, L.P. | U.S. Silica Holdings, Inc. | | Clean Energy Fuels Corp. | W&T Offshore, Inc. | | FutureFuel Corp. | |
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation of our Chief Executive Officer, Chief Financial Officer and our other most highly compensated executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Zafar A. Rizvi, | 2023 | $275,000 | $2,617,799 | $3,170,248 | $200 | $6,063,247 | | Chief Executive Officer | 2022 | $275,000 | $2,292,721 | $1,408,412 | $200 | $3,976,333 | | and President | 2021 | $225,000 | $666,667 | $1,333,333 | $200 | $2,225,200 | | Douglas L. Bruggeman, | 2023 | $300,000 | $1,308,900 | $1,585,124 | $200 | $3,194,224 | | Vice President-Finance, | 2022 | $300,000 | $1,146,360 | $704,206 | $200 | $2,150,766 | | Chief Financial Officer | 2021 | $275,700 | $372,551 | $745,102 | $200 | $1,393,553 | | and Treasurer | | | | | | | | Stuart A. Rose, | 2023 | $225,000 | $587,083 | $1,761,249 | — | $2,573,332 | | Executive Chairman of | 2022 | $225,000 | $260,817 | $782,451 | — | $1,268,268 | | the Board | 2021 | $154,500 | $500,000 | $1,000,000 | — | $1,654,500 |
Summary Compensation Table
| (1) This column reflects the aggregate grant date fair value of (i) restricted stock that was earned by the named executive officers under the annual incentive program (which is payable one-quarter (one-third in 2021) in restricted stock and the remainder in cash), (ii) restricted stock granted as an additional long-term incentive to Messrs. Rizvi and Bruggeman in 2023, and (iii) for 2022 only, performance-based long-term incentive awards granted in 2022 with vesting and payment based on the Company’s total shareholder return (“TSR”) over the three year performance period compared to the TSR of the companies comprising the Russell 2000 Index (the “2022 TSR Awards”) to Messrs. Rizvi and Bruggeman, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The grant date fair value of the 2022 TSR Awards was based on the probable outcome of the applicable performance conditions as of the date of grant. The grant date fair value of the 2022 TSR Awards for 2022, assuming that the maximum level of performance would be achieved, was as follows: for Mr. Rizvi $2,614,500, and for Mr. Bruggeman $1,307,250. For a discussion of the assumptions that we used to value the restricted stock awards and the 2022 TSR Awards for financial accounting purposes, please refer to “Note 10—Employee Benefits” in the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended January 31, 2024. The actual number of RSU’s subject to each 2022 TSR Award that may vest at the end of the three year performance period, which commenced January 1, 2022, ranges from 0% to 200% of the target number of RSU’s subject to each award. | | (2) Amounts in this column reflect three-quarters (two-thirds in 2021) of the award earned for the applicable year under our annual incentive program, which amounts were paid in cash. The remainder of the earned award is paid in the form of restricted stock, which is included in the “Stock Awards” column for the year in which it is earned. | | (3) Amounts in this column reflect a matching contribution under the 401(k) plan on behalf of each named executive officer other than Mr. Rose. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning grants of awards to each named executive officer in fiscal 2023 under our annual incentive programs.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Mr. Rizvi | N/A | $0 | $1,877,882 | $5,000,000 | — | — | — | — | — | | | 6/15/2023 | — | — | — | — | — | — | 45,000(2) | $1,561,050 | | | 6/17/2024 | — | — | — | — | — | — | —(3) | $1,056,749 | | Mr. Bruggeman | N/A | $0 | $938,941 | $2,500,000 | — | — | — | — | — | | | 6/15/2023 | — | — | — | — | — | — | 22,500(2) | $780,525 | | | 6/17/2024 | — | — | — | — | — | — | —(3) | $528,375 | | Mr. Rose | N/A | $0 | $1,043,268 | $2,500,000 | — | — | — | — | — | | | 6/17/2024 | — | — | — | — | — | — | —(3) | $587,083 |
Grants of Plan-Based Awards
| (1) The information included in the “Threshold”, “Target” and “Maximum” columns reflects the range of potential payouts under the 2023 annual incentive program. Mr. Rizvi’s annual incentive award opportunity for fiscal 2023, which is specified in his employment agreement, was earned at 4.5% of Adjusted Net Income (as previously defined), subject to a maximum $5,000,000 incentive payout for the year. Mr. Bruggeman’s annual incentive award opportunity for fiscal 2023, which is specified in his employment agreement, was earned at 2.25% of Adjusted Net Income, subject to a maximum $2,500,000 incentive payout for the year. Mr. Rose’s annual incentive award opportunity for fiscal 2023, which is specified in his employment agreement, was earned at 2.5% of Adjusted Net Income, subject to a maximum $2,500,000 incentive payout for the year. 25% of each executive’s annual incentive award will be paid in an award of restricted stock based on the closing price of our common stock on June 17, 2024, vesting in one-third installments on the first three anniversaries of the grant. The 75% balance of each executive’s annual incentive award was paid in cash and is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. The target amounts of the annual incentive opportunity are not determinable at the time of grant. Pursuant to applicable SEC rules, we have provided a representative “target” amount based on the previous fiscal year’s performance. | | (2) Shares of restricted stock granted to Messrs. Rizvi and Bruggeman as additional long-term incentive awards effective on June 15, 2023. The restricted stock vests in three equal annual installments. | | (3) The number of shares of restricted stock to be granted to the named executive officers under the annual incentive program for fiscal 2023 (one-quarter of the amount of the incentive award earned for fiscal 2023) will not be determined until the restricted stock is issued in June, 2024. The restricted stock vests in three equal annual installments. | | (4) This column reflects the aggregate grant date fair value, as determined in accordance with Topic 718, of the restricted stock earned with respect to the fiscal 2023 annual incentive award and the additional long-term incentive awards granted to Messrs. Rizvi and Bruggeman in 2023. See footnote 1 to the Summary Compensation Table of this proxy statement for the assumptions used to calculate these values. |
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth information concerning restricted stock and the 2022 TSR Awards that have not vested for each named executive officer outstanding as of the end of fiscal 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Mr. Rizvi | 74,447 | $3,081,361 | 45,000 | $1,862,550 | | Mr. Bruggeman | 38,133 | $1,578,325 | 22,500 | $931,275 | | Mr. Rose | 19,444 | $804,787 | — | — |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (1) The following table shows the vesting schedules for the unvested time-based restricted stock awards outstanding as of January 31, 2024: |
Outstanding Equity Awards at Fiscal 2023 Year-End
| Name | June 17, 2024 | June 16, 2025 | June 15, 2026 | | Mr. Rizvi | 27,696 | 27,240 | 19,511 | | Mr. Bruggeman | 14,302 | 14,075 | 9,756 | | Mr. Rose | 8,636 | 8,302 | 2,506 |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (2) Based on the closing price of our common stock on January 31, 2024, which is the last day of our fiscal year. | | (3) Reflects the 2022 TSR Awards granted in 2022 at “target.” The number of RSU’s subject to each award that may vest at the end of the three year performance period, which commenced January 1, 2022, ranges from 0% to 200% of the specified target number of RSU’s subject to the award, based on the Company’s total shareholder returns (“TSR”) in comparison to the TSR of the companies that comprise the Russell 2000 Index during the performance period, provided that the recipient of the award remains a full-time employee of the Company during the entire performance period. |
Stock Vested
Stock Vested The following table sets forth information for each named executive officer with respect to the vesting of restricted stock awards in fiscal 2023.
Stock Vested
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Mr. Rizvi | 9,781 | $339,303 | | Mr. Bruggeman | 5,348 | $185,522 | | Mr. Rose | 7,301 | $253,272 |
Stock Vested
| (1) The value realized on vesting equals the number of shares acquired multiplied by the closing market price of our common stock on the vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The employment agreements with our named executive officers provide for the following compensation payable upon termination of employment:
Potential Payments Upon Termination or Change in Control
| • | In the event of termination without cause, or in the event the executive terminates employment for good reason within 12 months following a change in control, the executive is entitled to (i) the balance of his salary for the remainder of the employment period, (ii) a cash bonus equal to 200% of the total incentive bonus paid for the prior fiscal year, but not less than $1,000,000 and no more than $6,000,000 for Mr. Rizvi and no more than $3,000,000 for the other named executive officers, and (iii) the right to exercise any awards under any incentive plan whether exercisable or unexercisable, vested or unvested. |
Potential Payments Upon Termination or Change in Control
| o | “Good reason” includes a reduction in the executive’s salary or bonus opportunity, significant diminution in the executive’s position, authority or duties, work relocation outside the Dayton, Ohio metropolitan area, and our breach of the employment agreement. | | o | “Change in control” includes any person acquiring 25% or more of the outstanding common stock of the Company, incumbent directors or their Board approved successors ceasing to constitute a majority of our board of directors, or a merger or other reorganization resulting in less than 50% of the outstanding voting shares of the surviving or resulting company being owned by our shareholders determined immediately prior to the event. |
Potential Payments Upon Termination or Change in Control
| • | In the event of termination due to death, total disability or voluntary termination, the executive or his estate is entitled to (i) his salary computed pro rata to the date of termination, (ii) bonus payment computed pro rata based on the date of termination and (iii) the right to exercise any awards under any incentive plan whether exercisable or unexercisable or vested or unvested, assuming in the case of voluntary termination the executive has 20 years of service and attained age 55. | | • | In the event of termination by us for cause, the executive is entitled to his salary and bonus payment computed pro rata to and based upon the date of termination. |
Potential Payments Upon Termination or Change in Control
The 2022 TSR Awards granted to Mr. Rizvi and Mr. Bruggeman provide that, in the event that, during the three year performance period (but prior to any change in control), the employment of Mr. Rizvi or Mr. Bruggeman is terminated by the Company without cause or by him for good reason, the performance goals on which the achievement of the RSU’s subject to the awards are based will be deemed satisfied at the greater of the 100% level of performance or the Company’s actual TSR performance as of the date of the occurrence of such event relative to the index group, and will be paid within 30 days after the occurrence of such event. If, during such period, Mr. Rizvi or Mr. Bruggeman dies or becomes totally disabled, the performance goals on which the achievement of the RSU’s subject to the awards are based will be deemed satisfied at the 100% level of performance and will be paid within 30 days after the occurrence of such event. In the event of a change in control (as defined in the 2015 Incentive Plan) of the Company during the performance period for the 2022 TSR Awards, the performance goals on which the achievement of the RSU’s subject to the award are based will be deemed satisfied at the greater of the 150% level of performance or the Company’s actual TSR performance as of the date of the change in control relative to the index group. If the 2022 TSR Award is assumed or substituted by the acquirer or a specified related party in connection with the change in control, the award will vest and become payable if the executive remains employed through the end of the three-year performance period (or his earlier death or disability or the termination of his employment by the Company without cause or by him for good reason). If the 2022 TSR Award is not so assumed or substituted in connection with the change of control, the award will become fully vested as of the date of the change in control and will be paid within 30 days thereafter. Termination Without Cause or for Good Reason. If the employment of our named executive officers were terminated without cause, or terminated for good reason following a change in control, as provided in their respective employment agreements, our named executive officers would have been entitled to the following lump sum amounts as of January 31, 2024:
Potential Payments Upon Termination or Change in Control
| Name | Salary(1) | Incentive Award(2) | Accelerated Vesting of Restricted Stock(3) | Accelerated Vesting of 2022 TSR Awards(4) | Total | | Mr. Rizvi | — | $3,755,764 | $3,081,361 | $1,862,550 | $8,699,675 | | Mr. Bruggeman | — | $1,877,882 | $1,578,325 | $931,275 | $4,387,482 | | Mr. Rose | — | $2,086,536 | $804,787 | — | $2,891,323 |
Potential Payments Upon Termination or Change in Control
| (1) January 31, 2024 is the last day of an employment period under each named executive officer’s employment agreement. | | (2) 200% of the annual incentive award for fiscal 2022, calculated without regard to the annual incentive bonus cap. | | (3) Dollar value of unvested restricted stock. |
Potential Payments Upon Termination or Change in Control
| (4) The 2022 TSR Awards are reported at “target.” In the event of a change in control, the performance goals under the 2022 TSR Awards would be deemed satisfied at the greater of 150% of target or the Company’s actual TSR performance as of the date of the change in control relative to the index group. Assuming a payout at 150% of target, the 2022 TSR Awards would be valued at $2,793,825 for Mr. Rizvi and $1,396,913 for Mr. Bruggeman. |
Potential Payments Upon Termination or Change in Control
Termination on Death, Total Disability or Voluntary Termination. If the employment of our named executive officers were terminated due to death, total disability or voluntary termination, as provided in their respective employment agreements, our named executive officers or their estates would be entitled to the following lump sum amounts as of January 31, 2024 (except as otherwise noted in the footnote below):
Potential Payments Upon Termination or Change in Control
| Name | Salary | Incentive Award | Accelerated Vesting of Restricted Stock | Accelerated Vesting of 2022 TSR Awards(1) | Total | | Mr. Rizvi | — | $4,226,998 | $3,081,361 | $1,862,550 | $9,170,909 | | Mr. Bruggeman | — | $2,113,499 | $1,578,325 | $931,275 | $4,623,099 | | Mr. Rose | — | $2,348,332 | $804,787 | — | $3,153,119 |
Potential Payments Upon Termination or Change in Control
| (1) In the event of a voluntary termination of employment (other than termination for good reason), the vesting of the 2022 TSR Awards would not accelerate, so in that event the totals for Messrs. Rizvi and Bruggeman would be $7,308,359 and $3,691,824, respectively. |
Potential Payments Upon Termination or Change in Control
In their employment agreements, our named executive officers are subject to non-competition provisions for a period of one year following termination of employment for any reason, as well as confidentiality provisions. All unvested shares of restricted stock automatically vest upon death, total disability, termination of employment without cause, voluntary termination of employment after 20 years of service and attaining age 55, termination of employment for good reason within 12 months following a change in control, and any other event specified in an applicable employment agreement. In the event of a change in control, unvested restricted stock will be subject to the definitive agreement governing the change in control.
Director Compensation for Fiscal 2023
Director Compensation for Fiscal 2023 The following table sets forth information concerning the compensation of our non-employee directors for fiscal 2023.
Director Compensation for Fiscal 2023
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Edward M. Kress | — | $50,000 | $50,000 | | Charles A. Elcan | $75,000 | $50,000 | $125,000 | | David S. Harris | $100,000 | $75,000 | $175,000 | | Mervyn L. Alphonso | $85,000 | $50,000 | $135,000 | | Lee I. Fisher | $75,000 | $50,000 | $125,000 | | Anne C. MacMillan | $80,000 | $50,000 | $130,000 | | Cheryl L. Bustos | $56,250 | $50,000 | $106,250 |
Director Compensation for Fiscal 2023
| (1) The aggregate number of outstanding restricted stock awards granted to non-employee directors of REX that have not vested at January 31, 2024 is 2,856 shares for each of Messrs. Kress, Elcan, Alphonso, Fisher and Ms. MacMillan, 1,441 shares for Ms. Bustos, and 4,410 shares for Mr. Harris. |
Director Compensation Arrangements
Director Compensation Arrangements Directors who are not officers or employees of REX are paid an annual retainer of $70,000 per year, plus reasonable travel expenses, and a $5,000 per year retainer if the director serves on one or more Board committees. The Chair of the Audit Committee receives an additional $20,000 per year retainer, and the Chairs of the Compensation and Nomination and Governance Committees each also receives an additional $10,000 per year retainer. Non-employee directors receive an annual $50,000 grant of restricted stock under the 2015 Incentive Plan, based on the closing price of REX common stock on the date of grant, vesting in one-third installments on the first three anniversaries of the grant. The Lead Director also receives an additional $25,000 annual grant of restricted stock with a vesting period of three years.
Chief Executive Officer (CEO) Pay Ratio
Chief Executive Officer (CEO) Pay Ratio We are committed to internal pay equity to incentivize all our employees and to maximize shareholder value. In furtherance of that goal, and consistent with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Compensation Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2023 to that of all other Company employees for the same period. For fiscal 2023, the annual total compensation of our CEO was $6,063,247 and the annual total compensation of the employee identified at the median of our Company (excluding the CEO), was $65,707. Therefore, the ratio of annual total compensation of our CEO to the median of the annual compensation for fiscal 2023 was 92.3 to 1. The calculation of annual total compensation of all employees (including full and part-time employees) was determined in the same manner as the “Total Compensation” shown for our CEO in the “Summary Compensation Table” on page 13 of this Proxy Statement. Pay elements that were included in the annual total compensation for each employee are salary/hourly wage, bonus and 401K matching contributions. Our calculation includes all employees of REX and its consolidated subsidiaries as of December 31, 2023. We determined the compensation of our median employee by: (i) calculating the annual total compensation described above for each of our employees and annualizing the base salary/wages of all employees who were hired in 2023 but did not work for the entire year, (ii) ranking the annual total compensation of all employees except for the CEO from lowest to highest, and (iii) since we had an even number of employees when not including the CEO, determining the average of the annual total compensation of the two employees ranked at the median. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) | Company- Selected Measure (Adjusted Net Income)(5) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | 2023 | $6,063,247 | $6,980,272 | $2,883,778 | $3,038,370 | $164.75 | $170.69 | $60,935,000 | $93,933,283 | | 2022 | $3,976,333 | $4,550,392 | $1,709,517 | $2,022,908 | $130.26 | $289.18 | $27,697,000 | $41,730,719 | | 2021 | $2,225,200 | $1,741,294 | $1,524,027 | $1,200,406 | $127.98 | $275.99 | $52,364,000 | $74,510,182 | | 2020 | $359,217 | $397,256 | $297,844 | $321,269 | $101.53 | $221.71 | $3,001,000 | $4,467,222 |
Pay Versus Performance Table
| (1) Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT, and (ii) adding the change in fair value of stock awards for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and using the probable achievement level of the performance goals as of the end of the year. The following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Mr. Rizvi is included as the CEO for each year. Note that the CEO’s 2022 TSR Award was valued for the purpose of the Summary Compensation Table in the manner described in footnote 1 to the Summary Compensation Table; however, his 2022 TSR Award provides that the number of RSU’s that actually will vest at the end of the three year performance period will range from 0% to 200% of the target number, based on performance. |
Pay Versus Performance Table
| CEO | | | | | | Year | SCT Total | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Add Change in Fair Value of Stock Awards | CAP | | 2023 | $6,063,247 | $(2,617,799) | $3,534,824 | $6,980,272 | | 2022 | $3,976,333 | $(2,292,721) | $2,866,780 | $4,550,392 | | 2021 | $2,225,200 | $(666,667) | $182,761 | $1,741,294 | | 2020 | $359,217 | $(44,673) | $82,712 | $397,256 |
Pay Versus Performance Table
| CEO: Change in Fair Value of Stock Awards | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year | Year-over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change in Fair Value of Stock Awards Included in CAP | | 2023 | $2,422,681 | $1,092,874 | $19,269 | — | — | $3,534,824 | | 2022 | $2,884,479 | $(19,154) | $1,455 | — | — | $2,866,780 | | 2021 | $43,968 | $96,935 | $41,858 | — | — | $182,761 | | 2020 | $122,247 | $(45,256) | $5,721 | — | — | $82,712 |
Pay Versus Performance Table
| (2) CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for each of the applicable years. The non-CEO named executive officers included in the average for each year were Messrs. Bruggeman and Rose. |
Pay Versus Performance Table
| Other Named Executive Officers | | | | | | Year | Average SCT Total | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Add Average Change in Fair Value of Stock Awards | Average CAP | | 2023 | $2,883,778 | $(947,992) | $1,102,584 | $3,038,370 | | 2022 | $1,709,517 | $(703,589) | $1,016,980 | $2,022,908 | | 2021 | $1,524,027 | $(436,276) | $112,655 | $1,200,406 | | 2020 | $297,844 | $(27,548) | $50,973 | $321,269 |
Pay Versus Performance Table
| Other Named Executive Officers: Average Change in Fair Value of Stock Awards | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year | Year-over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change in Fair Value of Stock Awards Included in CAP | | 2023 | $761,266 | $328,859 | $12,459 | — | — | $1,102,584 | | 2022 | $1,027,894 | $(11,812) | $898 | — | — | $1,016,980 | | 2021 | $27,094 | $59,403 | $26,158 | — | — | $112,655 | | 2020 | $75,352 | $(27,907) | $3,528 | — | — | $50,973 |
Pay Versus Performance Table
| (3) The Company’s total shareholder return (“Company TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock during the period commencing on January 31, 2020 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. The Company TSR reflected in the table above may not be indicative of future performance. Peer group total shareholder return (“Peer Group TSR”) represents the cumulative investment return of an initial fixed $100 investment in a peer group comprised of Alto Ingredients, Inc. and Green Plains, Inc. (with the returns weighted according to respective market capitalization at the beginning of each period for which the return is indicated) during the period commencing on January 31, 2020 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. | | (4) Reflects net income, as reported in our Form 10-K for the applicable year. |
Pay Versus Performance Table
| (5) The following is a list of the most important financial performance measures used by the Compensation Committee to link CAP to Company performance for the most recently completed fiscal year. |
Pay Versus Performance Table
| • | Adjusted Net Income | | • | Net Income | | • | Total Shareholder Return |
Pay Versus Performance Table
Of the goals listed above, we consider Adjusted Net Income to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to Company performance and therefore include it as the Company-Selected Measure in the table above. For the definition of Adjusted Net Income, please see page 9 of this proxy statement. Required Supplemental Graphs Showing Relationship Between: CAP, Company TSR and Peer Group TSR The graphs below illustrates the relationship between the CAP to our CEO and the other named executive officers, Company TSR and Peer Group TSR during the period covered by the Pay versus Performance Table. CAP and Net Income The graph below illustrates the relationship between the CAP to our CEO and the other named executive officers and the Company’s net income during the period covered by the Pay versus Performance Table. CAP and Adjusted Net Income The graph below illustrates the relationship between the CAP to our CEO and the other named executive officers and the Company’s Adjusted Net Income during the period covered by the Pay versus Performance Table.