DEF 14A of Andersons, Inc.
Filed Mar 11, 2026 · FY20250001104659-26-026341
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| PROXY SUMMARY | 1 | | About Us | 1 | | Voting Roadmap | 2 | | Overview of Director Nominees | 3 | | Corporate Governance Highlights | 4 | | 1. GOVERNANCE AND OUR BOARD OF DIRECTORS | 5 | | Our Governance Structure | 5 | | Board Meetings and Committees | 7 | | Director Skills, Experience and Background | 11 | | Election of Directors | 12 | | Director Compensation | 19 | | 2. NAMED EXECUTIVE OFFICER COMPENSATION | 21 | | Letter from the Compensation Committee | 21 | | Compensation Committee Report | 21 | | Compensation Discussion and Analysis | 22 | | 2025 Financial Performance Highlights | 23 | | Executive Compensation Program | 24 | | Pay Setting Governance and Process | 25 | | Fiscal Year 2025 Compensation Program Design | 27 | | Fiscal Year 2025 Compensation Decisions and Results | 29 | | Other Compensation Policies and Information | 32 | | Fiscal Year 2025 Compensation Tables | 34 | | Summary Compensation Table | 34 | | Grants of Plan-Based Awards | 36 | | Outstanding Equity Awards at Fiscal Year-End | 37 | | Option Exercises and Stock Vested | 38 | | Nonqualified Deferred Compensation | 38 | | Termination / Change in Control Payments | 39 | | CEO Pay Ratio | 40 | | Pay Versus Performance | 41 | | Equity Award Grant Practices | 43 | | Equity Compensation Plan Information | 43 | | Stock Ownership Information | 44 | | Principal Shareholders | 45 |
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| 3. AUDIT COMMITTEE MATTERS | 46 | | Audit Committee Report | 46 | | Audit and Other Fees | 47 | | Policy on Audit Committee Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm | 47 | | 4. PROPOSALS TO BE VOTED ON DURING THE MEETING | 48 | | Proposal 1: Election of Directors | 48 | | Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation | 48 | | Proposal 3: Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2026 | 48 | | Shareholder Proposals | 48 | | 5. INFORMATION ABOUT THE MEETING | 49 | | Date, Time, and Place of Meeting | 49 | | Proxy Materials | 49 | | Participating in the Annual Meeting | 49 | | Householding | 49 | | Common Shares Outstanding | 50 | | Voting | 50 | | Proposals by Shareholders for 2027 Annual Meeting | 51 | | Other Business | 51 | | APPENDIX A – NON-GAAP FINANCIAL MEASURES | 52 |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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1 PROXY SUMMARY About Us A Leading, Nimble North American Ag Supply Chain Company
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| Key Stats | | Driving Organizational Alignment through Re-segmentation to Unlock Value, Better Serve Customers, and Drive Growth | Sustainable Competitive Advantages | | Founded | 1947 | | Broad geographic footprint with extensive reach close to producers and customers | | Headquarters | Maumee, OH | | | | Employees(2) | ~2,100 | | Integral to North American ag supply chain connecting production to demand | | Locations(2) | ~180 | | | | Market Cap(2) | ~$1.8B | | World-class leadership team focused on driving execution and accountability | | Revenue(1) | ~$11.0B | | | | Adjusted EBTIDA(1)(3) | ~$337M | | Deep relationships and unmatched customer service |
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| (1) All data is for the year ended December 31, 2025. |
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| (2) As of 12/31/2025. |
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| (3) Non-GAAP financial measure; see appendix for reconciliation. |
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| (4) Excludes the impact of the “Other” segment. |
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| | Agribusiness | | Renewables | | Focused on ag supply chain from field to end user Integrating grain handling, commodity merchandising, and specialty ingredients, while offering a range of services to producers, processors, and end customers | | Focused on production and distribution of biofuels Concentrating primarily on ethanol and its co-products, while managing ethanol plants and providing risk management and facility operations services to support cleaner energy alternatives | | | ~175 | Facilities | 4 | Ethanol Facilities | | 100+ | Commodities Merchandised | 518M | Gallons of Ethanol Produced | | 33M | Tonnes of Commodities Traded | 315M | Third Party Ethanol Gallons Merchandised | | 2.0M | Tons of Fertilizer Sold | 1.4B | Pounds of Renewable Feedstocks Merchandised | | ~270M | Bushel Grain Storage Capacity | 2.1M | Tons of Feed Products Handled |
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Note: Annual volumes for the twelve months ended December 31, 2025, and facility counts are as of December 31, 2025. The Andersons realigned to two business segments beginning on January 1, 2025.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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Voting Roadmap
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| Summary of Proposals | | | Voting Recommendation | Page Reference | | 1 | Election of Directors | The Governance / Nominating Committee and the Board, including the Board’s independent directors, have nominated nine directors, each for a one-year term. | FOR | 48 | | 2 | Proposal for an Advisory Vote on Executive Compensation | The Board is holding an advisory vote on the compensation of the Company’s named executive officers (“NEOs”), as required by the rules and regulations of the Securities and Exchange Commission (“SEC”). While this vote is not binding, the Compensation Committee and Board expect to take the results of this vote into consideration when making future compensation decisions. | FOR | 48 | | 3 | Appointment of Independent Registered Public Accounting Firm | The Audit Committee has recommended, and the Board has approved, Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and recommends that you vote to ratify their appointment. | FOR | 48 | | 4 | At the date of this Proxy Statement, we have no knowledge of any business other than the proposals described above that will be presented at the Annual Meeting. If any other business should properly come before the Annual Meeting, the proxies will be voted on at the discretion of the proxy holders. | | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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Overview of Director Nominees The following table provides an overview of the nine directors who are standing for re-election at the 2026 Annual Meeting. See “Proposal 1: Election of Nine Directors” on page 50 for more information.
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| NAME, AGE, DIRECTOR SINCE, AND PRINCIPAL OCCUPATION | | INDEPENDENT | STANDING COMMITTEE MEMBERSHIP | | | | OTHER PUBLIC BOARDS | | | | | AUDIT | COMPENSATION | GOVERNANCE/ NOMINATING | FINANCE | | | | William E. Krueger, 59, 2024 President and CEO | | | | | | | | | Patrick E. Bowe, 67, 2015 Chairman of the Board | | | | | | | | | Gerard M. Anderson, 67, 2008 Lead Director | X | | | X | X | X | | | Steven K. Campbell, 62, 2022 Former Executive Vice President, Louis Dreyfus | X | | X | | X | | | | Gary A. Douglas, 65, 2021 Former President, Nationwide National Partners | X | X | C | | | | | | Pamela S. Hershberger, 60, 2019 Former Managing Partner, Ernst & Young LLP | X | C | | X | | | | | Catherine M. Kilbane, 62, 2007 Former Senior Vice President, General Counsel and Secretary, The Sherwin-Williams Company | X | X | | C | | X | | | Robert J. King, Jr., 70, 2005 Former President and CEO, PVF Capital Corp | X | | X | | C | | | | Steven Oakland, 64, 2025 Former Chairman, CEO and President of TreeHouse Foods, Inc. | X | X | X | | | X |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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Corporate Governance Highlights The Andersons, Inc. (the “Company“) believes in establishing and maintaining high standards of corporate governance. It strives to implement corporate governance measures designed to best serve the interests of the Company and shareholders and align the interests of the Board and management with those of its shareholders. A summary of the most important corporate governance policies and practices is detailed below:
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| The Board is accountable to its shareholders | ● The Company’s Board is firmly committed to acting in the best interests of its shareholders and recognizes that accountability to shareholders is fundamental to effective governance. ● The Company maintains open lines of communication through regular engagement, investor outreach programs, and transparent disclosures in its annual reports and proxy statements. | | Executive compensation policies closely align with shareholder interests | ● The Company’s executive compensation programs are structured around a pay-for-performance philosophy that rewards achievement of financial and operational goals while maintaining strong governance practices. ● The Company’s programs balance short-term results with long-term success through a mix of base salary, annual cash incentives, and equity-based awards. These elements are structured to encourage accountability, prudent risk-taking, and alignment with shareholder returns. ● The Company regularly reviews market practices and seeks input from independent advisors to ensure its programs remain competitive and consistent with best practices. The Company maintains rigorous oversight to confirm that compensation outcomes reflect actual performance and support strategic priorities. | | The Board has a robust, independent leadership structure | ● Independence is a cornerstone of the Company’s governance model. ● The Board maintains a strong independent leadership framework, including the nomination of seven independent directors out of a total of nine directors and appointing an independent Lead Director. ● This structure ensures objective oversight and effective governance across all aspects of the Company’s operations. It also promotes rigorous evaluation of management performance, fosters accountability, and ensures that strategic decisions are made in the best interest of shareholders. ● The Company’s independent committees further strengthen oversight and risk management. | | The Company is committed to sustainability and corporate responsibility efforts in order to create shareholder value | ● The Company is dedicated to advancing sustainability and corporate responsibility initiatives that create long-term shareholder value. ● Its approach integrates sustainability and corporate responsibility considerations into its business strategy, reflecting the Company’s responsibility to shareholders and the communities it serves. ● The Company’s initiatives focus on reducing environmental impact, promoting social responsibility, and upholding strong governance standards. ● By embedding sustainability and corporate responsibility principles into operations, the Company aims to mitigate risks, capitalize on emerging opportunities and deliver sustainable growth. ● The Company regularly reports on its progress through sustainability disclosures and aligns its practices with recognized frameworks. | | The Board follows practices and structures that are in the best interests of its shareholders | ● The Board adheres to governance practices and structures that reflect industry best standards and prioritize shareholder interests. ● These include regular evaluations of Board effectiveness, succession planning for key leadership roles, and risk oversight to support sustainable growth. ● The Company adheres to clear policies on director independence and tenure to ensure a dynamic and effective Board including a policy not to nominate for re-election to the Board any member reaching the age of 72 prior to the annual meeting (with the disclosure of rationale if the Board makes any exception to this policy, which it did not this year). |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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1. GOVERNANCE AND OUR BOARD OF DIRECTORS Our Governance Structure The Company is committed to maintaining the highest standards of corporate governance, integrity, and accountability. Our Board of Directors (the “Board”) oversees the Company’s strategic direction and risk management, ensuring that decisions are made in the best interests of our shareholders, employees, customers, and communities. We adhere to governance practices that align with applicable laws, regulations, and industry best practices, and we regularly review and enhance these practices to promote transparency, ethical conduct, and long-term value creation. Board Leadership Structure: The positions of Chairman and CEO have generally been separated. However, upon the retirement of former Chairman Michael J. Anderson, Sr., Mr. Bowe was elected to the position of Chairman in May of 2024 while he was still serving as CEO. Mr. Bowe served in those capacities until September 30, 2024, when he stepped down as President and CEO of the Company and began service for a one-year term as Executive Chair of the Board. From October 1, 2024 through the date hereof, the positions of Chairman and CEO are again separated, with Mr. Krueger serving as President and CEO and Mr. Bowe as Executive Chair through September 30, 2025 and continuing as Chairman thereafter. The Board considers Mr. Bowe’s extensive agribusiness experience, as well as his many years of service to the Company, to provide a resource that has and will continue to serve the Company well. Since Mr. Bowe is not an independent Board member, the Board has, as in past years, continued to appoint one of its independent directors as Lead Director. In May of 2024, Gerard M. Anderson, an independent Board member, was elected as Lead Director. The Chairman chairs meetings of the Board, sets Board meeting agendas, has authority to call meetings of the Board and serves as liaison with management of the Company. The Lead Director is chosen by the independent directors of the Board. The Lead Director chairs meetings of the independent directors, approves Board meeting agendas and the information available to the Board, has the authority to call meetings of the independent directors, and serves as liaison with the Chairman. In performing these functions, the Lead Director has the responsibility and authority to set the agenda and manage the meetings of the independent directors, to communicate their interests to the Chairman and to the CEO, and to assert any other concerns for the benefit of the shareholders, and in so doing serve as an institutional counterweight to the Chairman and CEO. Board Oversight of Risk: The Board is responsible for overseeing the Company’s risk management framework and has delegated certain aspects of this oversight to the Committees outlined below.
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| ● | Audit Committee: The Audit Committee has the oversight responsibility for the integrity of the Company’s financial statements and its financial reporting process, as well as its accounting systems and internal controls, and the performance of the Company’s internal audit function and independent auditor. The Audit Committee also has responsibility for oversight of the Company’s ethics policies, including the Company’s Standards of Business Conduct and Response Program (“Standards of Business Conduct”). The Audit Committee is tasked with oversight of the Company’s cybersecurity program and receives periodic reporting on the topic throughout the year, including with regard to the Company’s progress against the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. Cybersecurity additionally is defined as a risk in the Company’s Enterprise Risk Management program. For additional details on cybersecurity risks and the Company’s cybersecurity program, please see Item 1C, “Cybersecurity” included in the Company’s 2025 Annual Report on Form 10-K. |
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| ● | Finance Committee: The Finance Committee has responsibility for risks relating to capital markets including interest rate volatility and access to capital, counterparties, product liability, price volatility and general industry market risks. |
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| ● | Compensation & Leadership Development Committee (“Compensation Committee”): The Compensation Committee has responsibility for reviewing the Company’s compensation policies to ensure that these policies are not reasonably likely to create undue risk to the Company and it establishes compensation programs that allow the Company to attract, retain, and motivate talented leaders who drive sustainable growth and create value for all stakeholders. |
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| ● | Governance / Nominating Committee: The Governance / Nominating Committee recommends to the Board actions to be taken regarding the Board’s structure, organization and functioning, identifies, selects, reviews, and recommends candidates to be nominated to the Board, develops, reviews, and recommends to the Board and oversees the corporate governance policies and practices, reviews the Company’s sustainability and corporate responsibility activities and practices, and assists the Board in fulfilling its responsibilities to oversee the Company’s strategic and business planning process. |
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Although the Board has delegated certain responsibilities for risk management to its Committees, the Board retains overall responsibility for this duty. Each Committee Chair reports to the Board matters discussed or reviewed at Committee meetings. Although the Board oversees the Company’s risk management, management is responsible for day-to-day risk management processes and provides regular updates to the Board and its Committees. Executive Sessions of the Board: Our independent directors meet in executive session at each Board meeting. Our independent Lead Director chairs these executive sessions.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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Shareholder Communications to Board: Shareholders may send communications to the Board by writing Emmanuel N. Ayuk, Executive Vice President, General Counsel & Corporate Secretary, at the Company’s principal executive offices at its Maumee, Ohio address or by calling 419-893-5050 or 800-537-3370. All appropriate shareholder communications addressed to the Board will be forwarded directly to the Board members. Corporate Governance Guidelines: A copy of the Company’s Corporate Governance Guidelines may be found in the Company’s website under the Governance tab within the Investors section of the website. Code of Ethics The Company has adopted Standards of Business Conduct that apply to all employees, including the principal executive officer, principal financial officer and the principal accounting officer. These Standards of Business Conduct are available on the Company’s website under the Governance tab within the Investor Relations section of the website. To the extent disclosure would be required by Item 5.05 of Form 8-K, the Company will post amendments to, or waivers, if any, from, its Standards of Business Conduct applicable to or granted to the Company’s principal executive officer, principal financial officer and the principal accounting officer on its website. Sustainability and Corporate Responsibility Sustainability: The Company integrates sustainability into its decision-making and operations across the North American agricultural and renewable fuels supply chains. Guided by our Statement of Principles, which emphasizes the health and safety of employees, customers, neighbors, and the environment, we prioritize stewardship of the natural and social resources on which our business depends. We published our first Sustainability Review in 2020 and continue to advance transparency by aligning our reporting with leading frameworks, including the Task Force on Climate-related Financial Disclosures (TCFD), the Global Reporting Initiative (GRI), and the Sustainability Accounting Standards Board (SASB), as well as including third-party assured Scope 1 and 2 emissions. Environmental Stewardship: The Andersons integrates sustainability into its business strategy with a focus on climate impact, responsible agriculture, and efficient operations. We support sustainable agriculture through responsible nutrient use and regenerative practices, contribute to emissions reduction through ethanol production and co-product reuse, and continue to evaluate carbon capture opportunities. Priorities are guided by a double materiality assessment and overseen by a Sustainability Advisory Council, with progress advanced through the company participation in the Supplier Leadership on Climate Transformation program. Employee and Community Engagement: We support strong communities and employee well-being. The Company contributes to organizations across 130 communities in more than 20 states and matched over $300,000 in employee donations to 500+ organizations in 2025. We invest in competitive compensation, benefits, training, tuition reimbursement, and safety initiatives. In 2025 the Company conducted an employee engagement survey with an outstanding 97% participation rate which continues to reflect our commitment to culture and responsiveness. The Company continues to engage its employees with training opportunities on various topics including all employees receiving harassment prevention and cybersecurity training. Corporate Governance: Strong governance and ethical conduct guide our operations. The Governance / Nominating Committee oversees Sustainability matters. Our Enterprise Risk Management program monitors key risks. The Standards of Business Conduct outline expected ethical behavior and support anonymous reporting through a third-party hotline. The Supplier Code of Conduct defines expectations for human rights, ethics, safety, and environmental responsibility across our supply chain. The Deforestation Statement shows our commitment to working with suppliers and other stakeholders to promote improvement in environmental growing practices within our supply chain. Other policies like Harassment Free Workplace and Human Rights address protections from discrimination, equal employment opportunity, fair employment and human rights.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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Board Meetings and Committees
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| NAME | | BOARD | COMMITTEES OF THE BOARD EFFECTIVE DECEMBER 31, 2025 | | | | | | | | AUDIT | COMPENSATION | GOVERNANCE/ NOMINATING | FINANCE | | | William E. Krueger | | | | | | | | Patrick E. Bowe | | | | | | | | Gerard M. Anderson | | | | | | | | Steven K. Campbell | | | | | | | | Gary A. Douglas | | | | | | | | Pamela S. Hershberger | | | | | | | | Catherine M. Kilbane | | | | | | | | Robert J. King, Jr. | | | | | | | | Ross W. Manire | | | | | | | | Steven Oakland | | | | | | | | John T. Stout, Jr. | | | | | |
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| | Member | | Chair |
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The Board held six regular meetings in 2025. Each director attended 75% or more of the 2025 meetings of the Board, and committees on which each such director served during each director’s period of service. We encourage Board members to attend the annual meeting, and all of the Board members standing for reelection at that time, with the exception of Ross W. Manire, attended the 2025 Annual Shareholders Meeting.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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The Audit Committee, Compensation Committee, Finance Committee and Governance / Nominating Committee each have written charters. Copies of such charters are available at www.andersonsinc.com under the Governance tab within the Investors section of the website. Director Independence: The Board is made up of a majority of independent directors. Each of the Audit, Compensation, Finance and Governance / Nominating Committees is made up entirely of independent members. An “independent” director is a director who meets the criteria for independence as required by the applicable law and the NASDAQ Corporate Governance Standards for Listed Companies and is affirmatively determined to be “independent” by the Board. The Board has determined that each of the current directors standing for re-election is independent under the corporate governance standards of the NASDAQ, with the exception of Patrick E. Bowe, Chairman of the Board, and William E. Krueger, President and CEO.
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| Audit Committee | | | | | | | | | | | | Gary A. Douglas | Pamela S. Hershberger | Catherine M. Kilbane | Ross W. Manire | Steven Oakland | | The Board established the Audit Committee as defined by Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee is currently comprised of five independent directors (as defined in the NASDAQ Corporate Governance Standards for Listed Companies generally and as applicable to audit committee members) and, among other duties, oversees the accounting and financial reporting process of the Company, appoints the independent registered public accounting firm, reviews the internal audit and external financial reporting of the Company, reviews the scope of the independent audit and considers comments by the independent registered public accounting firm regarding internal controls and accounting procedures and management’s response to those comments, and is also tasked with oversight of the Company’s cybersecurity and information security risks program. The Audit Committee held seven meetings in 2025. The Board has determined that Pamela S. Hershberger, Committee Chair, Ross W. Manire, Committee member, and Steven Oakland, Committee member, are each “audit committee financial experts” as defined in the federal securities laws and regulations. | | | | |
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| Compensation Committee | | | | | | | | | | | | Steven K. Campbell | Gary A. Douglas | Robert J. King, Jr. | Ross W. Manire | Steven Oakland | | The Compensation Committee is comprised solely of five independent directors (as defined in the NASDAQ Corporate Governance Standards for Listed Companies generally and as applicable to Compensation Committee members). The Compensation Committee reviews the recommendations of the Company’s CEO and Chief Human Resources Officer as to the appropriate compensation design, which includes base salaries, short-term and long-term compensation and benefits, of the Company’s officers, including the CEO. The Committee also determines the compensation of such officers for the ensuing year, which it then recommends to the full Board for approval. The Compensation Committee is also charged with monitoring and overseeing the Company’s human capital management strategy. In addition, under the Company’s Amended and Restated 2019 Long-Term Incentive Compensation Plan (the “2019 Plan”), the Committee reviews, approves and recommends to the Board the value of grants of equity-based compensation aggregated for non-officers and individual grants for officers and reviews and approves the “Compensation Discussion and Analysis” appearing in this proxy statement. The Compensation Committee met five times during 2025. The Compensation Committee, by charter, is authorized to retain its own independent compensation consultants and legal counsel. The role of those independent compensation consultants is more fully described in the Compensation Committee Consultants section of the Compensation Discussion and Analysis below. | | | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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| Finance Committee: | | | | | | | | | | Gerard M. Anderson | Steven K. Campbell | Robert J. King, Jr. | John T. Stout, Jr. | | The Finance Committee is comprised of four independent directors (as defined in the NASDAQ Corporate Governance Standards for Listed Companies) and is charged with monitoring and overseeing the Company’s financial resources, strategies and risks, especially those that are long-term in nature. The Finance Committee met three times in 2025. | | | |
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| Governance / Nominating Committee: | | | | | | | | | | Gerard M. Anderson | Pamela S. Hershberger | Catherine M. Kilbane | John T. Stout, Jr. | | The Governance / Nominating Committee is comprised of four independent directors (as defined in the NASDAQ Corporate Governance Standards for Listed Companies). The Governance / Nominating Committee met two times in 2025. The Committee recommends to the Board actions to be taken regarding the Board’s structure, organization and functioning, selects and reviews candidates to be nominated to the Board, reports to the Board regarding the qualifications of such candidates, recommends a slate of directors to be submitted to the shareholders for approval, and proposes agenda items and recommendations to meetings of the independent directors (led by the independent Lead Director) without management being present. The Governance / Nominating Committee and other members of the Board identify candidates for consideration by the Committee, and may, if it elects to, engage the services of third-party search firms to identify candidates. The Governance / Nominating Committee recommended the election to the Board of each nominee named in this proxy statement. It is the policy of the Governance / Nominating Committee to consider for nomination as a director any person whose name is submitted by a shareholder, provided that the submission is made prior to December 31 of the year that precedes the next annual meeting of shareholders and provided that the person is willing to be considered as a candidate. Submission of names by shareholders is to be made to the Secretary of the Company in writing delivered to the Company’s principal executive offices in Maumee, Ohio. The Secretary, in turn, submits the names to the Chair of the Governance / Nominating Committee for consideration. The shareholder’s submission should set forth all information relating to any nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Act of 1934, as amended (including, if so required, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). | | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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The foregoing procedures relate to submission of recommended nominees for consideration by the Governance / Nominating Committee. Shareholders who propose to nominate a director candidate should refer to Shareholder Proposals for the 2027 Annual Meeting for additional information. Each candidate for director (no matter how nominated) is evaluated on the basis of their ability to contribute expertise to the businesses and services in which the Company engages, to conduct themselves in accordance with the Company’s Statement of Principles, and to contribute to the mission and greater good of the Company. The candidate’s particular expertise, as well as existing Board expertise, as that expertise aligns with the Company’s business and strategy, is taken into consideration. A candidate’s “independence,” as defined by applicable stock exchange regulations and any other applicable laws, and the Board’s ratio of independent to non-independent directors are also taken into consideration. Preferences, qualifications and specific qualities or skills considered by the Governance / Nominating Committee for one or more of the directors to possess may include, but are not limited to, the following:
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| ● | Able to serve for a reasonable period of time |
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| ● | Multi-business background preferred |
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| ● | Successful career in business preferred |
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| ● | Active preferred over retired |
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| ● | Audit Committee membership potential |
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| ● | Strategic thinker |
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| ● | Leader / manager |
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| ● | Agribusiness background, domestic and international |
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| ● | Transportation background |
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| ● | Brand marketing exposure |
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The Committee seeks nominees who provide a diverse set of backgrounds, skills, experiences and viewpoints who will contribute expertise to the Board, conduct themselves in accordance with the Company’s Statement of Principles and strong ethical behavior, and share their diverse skills and experiences for the greater good of the Company. Because the Company consists of diverse businesses, we highly value differing viewpoints shared in the pursuit of Board actions that best balance the objectives of our customers, employees, shareholders and communities. The Board has adopted a policy not to nominate for re-election to the Board any member reaching the age of 72 prior to the annual meeting. However, for the reasons described above, an exception was made for Mr. Manire who stood for re-election at the 2025 Annual Meeting despite having surpassed the age of 72. Mr. Manire will not stand for re-election at the 2026 Annual Meeting. The Board did not make any other exceptions or waivers of this policy in 2025. Mr. Oakland was recommended to the Committee by the Chairman based on his knowledge of the industry and his reputation. The Committee interviewed Mr. Oakland and recommended him to the Board. No fees or charges to any third party were incurred in connection with the identification or appointment of Mr. Oakland, nor was such appointment made pursuant to any agreement with any third party.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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Director Skills, Experience and Background The Governance / Nominating Committee considers a variety of factors when presenting the slate of nominees for the Board – these are highlighted in the chart below and listed in detail under the caption “Governance and our Board of Directors– Board Meetings and Committees – Governance / Nominating Committee.” The Governance / Nominating Committee looks at the different skills and experiences that each nominee brings and how these align with the Company’s business and strategy. Below is a Board of Directors Skill Matrix. The Board of Directors Skill Matrix is a summary of each nominee’s skills and experience with each mark indicating an experiential strength. This matrix is a high-level summary that is not intended to be an exhaustive list of each director’s skills or contributions to the Board. Further below is a more detailed table of the specific experience, qualifications, attributes or skills that the Governance / Nominating Committee viewed as valuable to our business for the next year. Board of Directors Skill Matrix
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| DIRECTOR QUALIFICATIONS AND EXPERIENCE | | | | | | | | | | | | | General Management Ability to oversee and coordinate diverse business functions to achieve organizational goals effectively. | | | | | | | | | | | | Finance and M&A Experience in positions requiring financial knowledge and analysis or overseeing internal controls and reporting of public company financial and operating results, and expertise in executing mergers and acquisitions to drive growth and value. | | | | | | | | | | | | Sales and Marketing Experience involving branding and marketing of sales and services in key markets to grow market share, drive revenue, and enhance enterprise reputation. | | | | | | | | | | | | Human Resources Knowledge of talent management, organizational development, and workforce planning to support business objectives. | | | | | | | | | | | | Other Public Company Board Experience Current or prior service on public company boards, providing governance insight and regulatory compliance expertise. | | | | | | | | | | | | C-Suite Experience Leadership experience at the executive level, responsible for strategic decision making and organizational performance. | | | | | | | | | | | | Risk Management Experience assessing and reviewing material risk exposures and the measures to manage and mitigate material risks, including in the areas of operations, health and safety, climate change, cybersecurity, government, regulatory, and public policies. | | | | | | | | | | | | Business Operations Experience in managing day-to-day processes, systems and resources to optimize efficiency and productivity. | | | | | | | | | | | | Agribusiness Specialized knowledge of agricultural production, commodity trading, and market dynamics within the farming, renewables, and food industries. | | | | | | | | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
(Amendment No. )
ELECTION OF DIRECTORS The size of the Board of Directors was increased from ten to eleven directors with the addition of Steven Oakland to the Board in August of 2025. Ross W. Manire, having been re-elected to the Board in 2025 although he surpassed the age of 72, will now retire from the Board and not stand for re-election. Further, John T. Stout, Jr. has reached the Board’s mandatory retirement age of 72 and will not stand for re-election. As a result, nine nominees are proposed for election to the Board at the Annual Meeting and the size of the Board will be reduced to nine directors. 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 nine 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, 2026.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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| | William E. Krueger Age: 59 | CEO and Director Since: 2024 | | | | | | | | | | | | | | | | | | | Committee Memberships: None Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None | Professional Experience ● President and CEO of the Company since October 1, 2024 ● Experienced executive officer, with nearly 14 years as President and CEO of Lansing Trade Group, LLC ● Thirty-five years of experience in agribusiness Key Qualifications and Experience ● Extensive expertise in commodity and futures trading, mergers and acquisitions, joint ventures, risk management, and capital management ● MBA in Finance from DeVry University’s Keller Graduate School of Management ● Bachelor of Science in Agribusiness from the University of Nebraska – Lincoln ● Serves on the Executive Committee of the National Grain & Feed Association Board of Directors | | | | | | | |
(Amendment No. )
| | General Management | | Sales and Marketing | | Other Public Company Board Experience | | Risk Management | | Agribusiness | | | Finance and M&A | | Human Resources | | C-Suite Experience | | Business Operations | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
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| | Patrick E. Bowe Age: 67 | Chairman Since: 2024 | Director Since: 2015 | | | | | | | | | | | | | | | | | | | | | Committee Memberships: None Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): United Malt Group | Professional Experience ● Over forty years of experience in the agricultural sector ● Elected Chairman of the Board of Directors on May 9, 2024. Named Executive Chairman of the Board effective October 1, 2024, and served in that role until September 30, 2025, and continues to serve as Chairman ● President and CEO of the Company from 2015 to September 30, 2024 ● Board member of King Ranch, Inc. Former board member of United Malt Group, a publicly traded company ● As former Corporate Vice President for Cargill’s Food Ingredient and Systems Platform prior to joining the Company, responsible for strategy, capital allocation decisions, customer relationship management, as well as leading key sourcing and business excellence initiatives Key Qualifications and Experience ● Has held a variety of leadership positions, both domestically and abroad, including oversight of Cargill’s Corn Wet Milling operation ● Extensive experience in leading large organizations with expertise in commodity and futures trading, acquisitions and joint ventures, process improvement, strategic sourcing, capital management, and establishing and maintaining strong customer relationships | | | | | | | | |
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| | General Management | | Sales and Marketing | | Other Public Company Board Experience | | Risk Management | | Agribusiness | | | Finance and M&A | | Human Resources | | C-Suite Experience | | Business Operations | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
(Amendment No. )
| | Gerard M. Anderson Age: 67 | Lead Director Since: 2024 | Director Since: 2008 | Independent | | | | | | | | | | | | | | | | | | | Committee Memberships: Governance/Nominating and Finance Other Current Public Company Boards: The AES Corporation Previous Public Company Boards (Past Five Years): DTE Energy | Professional Experience ● Executive Chairman of DTE Energy from 2019 through July 2022; joined DTE Energy in 1993 and held a series of leadership roles until being named President in 2004, CEO in 2010, Chairman in 2011, and Executive Chairman in 2019 ● Director of The AES Corporation, also a publicly traded energy company ● Senior Adviser to ArcLight Capital, an energy-focused private equity company Key Qualifications and Experience ● Energy industry expertise ● MBA and MPP with a civil engineering undergraduate degree ● Experience as a consultant with McKinsey and Company | | | | | | | |
(Amendment No. )
| | Steven K. Campbell Age: 62 | Director Since: 2022 | Independent | | | | | | | | | | | | | | | | | Committee Memberships: Compensation and Finance Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None | Professional Experience ● Retired head of North America Grain and Group Executive Vice President at Louis Dreyfus ● Former President and CEO of Louis Dreyfus Commodities Grain Merchandising LLC ● Former Vice President with Archer Daniels Midland Key Qualifications and Experience ● Thirty years of experience in the agricultural industry ● Bachelor of Science and Master of Science in Agricultural Economics from Oklahoma State University ● 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 ● International business leader with risk assessment, finance, and compensation skills ● Guest lecturer at Auburn University, speaking on commodity trading | | | | | | |
(Amendment No. )
| | General Management | | Sales and Marketing | | Other Public Company Board Experience | | Risk Management | | Agribusiness | | | Finance and M&A | | Human Resources | | C-Suite Experience | | Business Operations | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
(Amendment No. )
| | Gary A. Douglas Age: 65 | Director Since: 2021 | Independent | | | | | | | | | | | | | | | | | Committee Memberships: Compensation (Chair) and Audit Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None | Professional Experience ● President of Nationwide National Partners from March 2013 through September 2022 (Retired); President and Chief Operating Officer of Nationwide Agribusiness from 2007 through 2013 ● Over twenty years of senior management level experience across geographically diverse markets within the United States ● Expertise in the areas of risk management, strategic planning, and operational effectiveness ● Executive Leadership Program, Wharton School of Business Key Qualifications and Experience ● MBA with emphasis in finance ● 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 ● Member of the National Association of Corporate Directors (NACD). Certification granted October 2021 | | | | | | |
(Amendment No. )
| | Pamela S. Hershberger Age: 60 | Director Since: 2019 | Independent | | | | | | | | | | | | | Committee Memberships: Audit (Chair) and Governance /Nominating Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None | Professional Experience ● Managing Partner of Ernst & Young LLP office in Toledo, Ohio from 2008 through 2018 (Retired) ● Thirty-one years of service at Ernst & Young LLP, beginning her career in the firm’s Toledo, Ohio office as a staff auditor. ● Certified public accountant with over thirty years of public accounting experience ● Extensive experience in advising public and private companies on tax, accounting, audit and consulting matters in a variety of industries Key Qualifications and Experience ● Merger and acquisition experience ● Ernst & Young LLP Executive Program, Kellogg School of Management, Northwestern University | | | | |
(Amendment No. )
| | General Management | | Sales and Marketing | | Other Public Company Board Experience | | Risk Management | | Agribusiness | | | Finance and M&A | | Human Resources | | C-Suite Experience | | Business Operations | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
(Amendment No. )
| | Catherine M. Kilbane Age: 62 | Director Since: 2007 | Independent | | | | | | | | | | | | | | | Committee Memberships: Governance/Nominating (Chair) and Audit Other Current Public Company Boards: The Davey Tree Expert Company Interface, Inc. Previous Public Company Boards (Past Five Years): None | Professional Experience ● 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 ● Experience with public company regulatory requirements ● Experienced public company director Key Qualifications and Experience ● Fourteen years’ experience as Secretary and General Counsel of a publicly traded company ● Experience in retail industry and a supplier to retailers ● Attorney with extensive experience in corporate law, corporate governance, mergers and acquisitions, regulatory, joint ventures, securities, risk, compliance, real estate, a variety of regulatory requirements, environmental, and human resources | | | | | |
(Amendment No. )
| | Robert J. King, Jr. Age: 70 | Director Since: 2005 | Independent | | | | | | | | | | | | | | | | | Committee Memberships: Finance (Chair) and Compensation Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): None | Professional Experience ● Advisory Director for FNB Corp from 2013 to October 2020; prior to that, President and CEO, PVF Capital Corp from 2009 to 2013 ● Experience as President & CEO and board member of a publicly traded financial services company ● MBA with a finance undergraduate degree ● Expertise in banking, finance and related risk analysis with extensive senior officer experience with major banking organization Key Qualifications and Experience ● Experience as a member of other boards of directors, including Oak Tree Holdings LLC, Medical Mutual of Ohio, and Shiloh Industries, which was a publicly traded company prior to its acquisition. | | | | | | |
(Amendment No. )
| | General Management | | Sales and Marketing | | Other Public Company Board Experience | | Risk Management | | Agribusiness | | | Finance and M&A | | Human Resources | | C-Suite Experience | | Business Operations | | |
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
(Amendment No. )
| | Steven Oakland Age: 64 | Director Since: 2025 | Independent | | | | | | | | | | | | | | | | | | | | | Committee Memberships: Audit and Compensation Other Current Public Company Boards: None Previous Public Company Boards (Past Five Years): TreeHouse Foods, Inc. Foot Locker, Inc. | Professional Experience ● CEO and President of TreeHouse Foods, Inc. from 2018 to February 2026 ● Nearly 40 years of experience in the food and beverage industry include serving as Vice Chair and President of U.S. food and beverage for The J.M. Smucker Company (Smucker’s), a manufacturer of branded food products ● Served in increasingly senior positions during his time with Smucker’s, including President of Coffee and Food Service, President of International Food Service, President of U.S. Retail – Smucker’s Jif and Hungry Jack, and General Manager of Smucker’s Canadian operations Key Qualifications and Experience ● Food and beverage executive with a deep understanding of the business and the rapidly changing consumer demands across the broader food and beverage industry ● Extensive experience in domestic and international consumer product operations, with particular strength in customer engagement, marketing, brand-building and strategic planning ● Understanding of risk management and business development as well as large scale M&A and its associated integration and operational priorities ● Significant public and private board of directors experience across both manufacturing and retail | | | | | | | | |
(Amendment No. )
| | General Management | | Sales and Marketing | | Other Public Company Board Experience | | Risk Management | | Agribusiness | | | Finance and M&A | | Human Resources | | C-Suite Experience | | Business Operations | | |
(Amendment No. )
The Board recommends a vote FOR the election of the nine directors as presented.
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| Proxy Summary | Governance and Our Board of Directors | Named Executive Officer Compensation | Audit Committee Matters | Proposals to be Voted on During the Meeting | Information About the Meeting | Appendix A |
(Amendment No. )
Certain Relationships and Related Party Transactions The Board has practices and procedures to address potential or actual conflicts of interest and any appearance that decisions are based on considerations other than the best interests of the Company that may arise in connection with transactions with certain persons or entities. The Company’s Standards of Business Conduct contain provisions related to conflict of interest situations, and the charter of the Audit Committee provides that it will review on an annual basis and approve related party transactions required to be disclosed under Item 404 of Regulation S-K of the Securities Act of 1933, as amended, and as required under the Standards of Business Conduct (collectively, the “Related Person Transaction Policy”). In order to implement the Related Person Transaction Policy, the Company obtains annual written questionnaires requiring disclosure of potential conflict situations, financial transactions, and annual affirmation of compliance with the Company’s Standards of Business Conduct. The Related Person Transaction Policy is applicable to all transactions, arrangements or relationships in which: (a) the aggregate amount involved may be expected to exceed $120,000 in any calendar year; (b) the Company is a participant; and (c) any Related Person (as that term is defined in Item 404 under Regulation S-K of the Securities Act of 1933, as amended) has or will have a direct or indirect interest (a “Related Person Transaction”). There were no Related Person Transactions for the year ended December 31, 2025. Compensation / Risk Relationship We believe our compensation programs are designed to establish an appropriate balance between risk and reward in relation to our overall business strategy. To that end, Semler Brossy Consulting Group LLC (“Semler Brossy”), the Compensation Committee’s independent advisor through the first half of 2025, and Company management have conducted a compensation risk assessment. The Compensation Committee reviewed and discussed the findings of the risk assessment and believes that our compensation programs are appropriately balanced and do not motivate employees to take risks that are reasonably likely to have a material adverse effect on the Company. Director Compensation The Compensation Committee regularly reviews non-employee director compensation and ensures alignment with the same peer companies used for executive compensation. Our goal for compensating non-employee directors is to provide most of their compensation in equity, aligning the Board’s interests with those of our shareholders. We also aim to make meaningful adjustments every few years, when warranted, rather than making frequent small changes to non-employee director compensation. In fiscal year 2025, there were no material changes to non-employee director compensation. Our CEO, Mr. Krueger does not receive compensation for serving as a director.
(Amendment No. )
| Fiscal Year 2025 Compensation Structure for Non-Employee Directors | | | Regular Retainers | | | Annual Base Retainer (TOTAL) | $210,000 | | Cash | 80,000 | | Equity Award(1) | 130,000 | | Committee Retainers (cash or equity awards)(2) | | | Annual Audit Committee Chair Retainer | 25,000 | | Annual Audit Committee Membership Retainer | 10,000 | | Annual Compensation & Leadership Development Committee Chair Retainer | 20,000 | | Annual Compensation & Leadership Development Committee Membership Retainer | 7,500 | | Annual Governance & Nominating Committee Chair Retainer | 15,000 | | Annual Governance & Nominating Committee Membership Retainer | 5,000 | | Annual Finance Committee Chair Retainer | 15,000 | | Annual Finance Committee Membership Retainer | 5,000 | | Board Chair Retainer(3) | 70,000 | | Lead Independent Director Retainer | $20,000 |
(Amendment No. )
| (2) Directors may elect to defer and convert all or part of their annual cash retainer to equity awards. |
(Amendment No. )
| (3) Mr. Bowe’s employment with the company ended September 30, 2025; at this time, he became eligible to receive director compensation. All of Mr. Bowe’s Board applicable retainers were prorated for the time he was not an employee of the company, beginning on October 1, 2025. |
(Amendment No. )
Director retainers are paid in quarterly installments with pro-rated payments made for directors who join or leave the Board or have a change in Board role during a quarterly period. The grants of equity awards fully vest one year after the grant date and directors can elect to delay the receipt of these awards until a later date. Additional compensation may be paid to individual directors for work requiring time and effort beyond what is normally expected to prepare for and attend Board and Committee meetings including orientation for new directors and special projects. The Company also reimburses reasonable expenses incurred for Board-related activities. 2025 Director Compensation This table describes the cash and equity award portions of the annual retainer paid to each non-employee director who served in fiscal year 2025. Mr. Krueger received no compensation as a director and is therefore excluded from the table below. Mr. Krueger’s compensation is disclosed in the Named Executive Officer Compensation section below.
(Amendment No. )
| | FEES EARNED OR | | | | | PAID IN CASH | STOCK AWARDS (1) | TOTAL | | (a) | (b)($) | (c)($) | (d)($) | | Gerard M. Anderson (2) | 110,000 | 117,612 | 227,612 | | Patrick E. Bowe (3) | 93,333 | — | 93,333 | | Steven K. Campbell (2) | 92,500 | 117,612 | 210,112 | | Gary A. Douglas | 117,500 | 116,168 | 233,668 | | Pamela S. Hershberger | 120,000 | 116,168 | 236,168 | | Catherine M. Kilbane (2) | 110,000 | 117,612 | 227,612 | | Robert J. King, Jr. (2) | 107,500 | 117,612 | 225,112 | | Ross W. Manire (2) | 97,500 | 117,612 | 215,112 | | Steven Oakland (4) | 45,833 | 107,535 | 153,368 | | John T. Stout, Jr. (2) | 90,000 | 117,612 | 207,612 |
(Amendment No. )
| (1) RSUs were granted to all directors, except Patrick E. Bowe and Steven Oakland, on May 8, 2025, and valued at $34.41 per share, the closing price on the date of issuance. |
(Amendment No. )
| (2) RSU dividend equivalent shares were granted on May 8, 2025, and valued at $31.51 per share, the closing price on the day prior to issuance. |
(Amendment No. )
| (4) RSUs were granted to Steven Oakland upon his appointment to the Board on August 22, 2025, and valued at $40.95 per share, the closing price on the date of issuance. |
(Amendment No. )
| Compensation Approach | Compensation programs are designed to reflect an appropriate mix of annual and long-term priorities, with long-term equity awards reflecting the largest component of target compensation. | | Short-term Compensation | Short-term cash compensation plans are based on annual Company and individual performance. | | Long-term Compensation | Provides equity awards with multi-year vesting or performance conditions to ensure sustained alignment with shareholder interests. | | Stock Ownership | Executives are required to build and maintain appropriate ownership levels of Company’s Common Shares, to ensure the interests of management continue to align with the Company’s shareholders. | | Compensation Policies and Controls | Compensation levels are designed to be sufficient to attract and retain highly qualified employees. Levels are consistent with the scope of responsibilities of the role and competitive relative to the compensation paid to similarly situated executives in comparable companies to attract and retain highly qualified employees. | | Appropriate Risk Appetite | Prevention of unnecessary or excessive risk-taking, supported by our stock ownership requirements and executive compensation clawback policy. |
(Amendment No. )
| | WHAT WE DO | | WHAT WE DON’T DO | | ● Encourage long-term focus through multi-year vesting schedules and performance-based requirements ● Maintain a strong stock ownership policy to reinforce alignment between executive officers and shareholders (this includes a 6x base salary ownership for our CEO) ● Company officers are required to retain at least 75% of the net shares acquired through long-term incentive awards until their target shareholding level is achieved ● Prohibit pledging, hedging, and derivative trading of the Company’s shares ● Retain an independent compensation consultant for objective advice ● Deliver all long-term incentives in the Company’s stock to strengthen alignment with shareholder interests ● Minimum vesting period of one year or more on long-term incentive grants | | ● No extraordinary perquisites ● No dividends paid on unvested share awards ● No encouragement of unnecessary or excessive risk taking ● No guaranteed bonuses, compensation increases, or multi-year equity grants ● No “golden parachute” tax gross-ups ● No automatic single-trigger vesting following a change in control | |
(Amendment No. )
Consideration of 2025 Say on Pay Advisory Vote The Company’s executive compensation was approved by 93% of the total shares voted at the 2025 Annual Meeting. In view of this result, we believe there is broad support from our shareholders for the overall direction, philosophy and value of our executive compensation plans. As a result, no material changes were made to the Company’s executive compensation plans in direct response to the voting results. Consistent with our recommendation, we are submitting our executive compensation plans to an annual non-binding vote of shareholders in this proxy statement. The Company intends to continue this practice on an annual basis. Pay Setting Governance and Process 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. Through the first half of 2025, the Compensation Committee engaged 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. In July of 2025, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to become the independent advisor for the Committee. Meridian 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 Annual Incentive Plan (“AIP”) and long-term equity awards, 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 its advisor based on the NASDAQ listing standards and determined that Semler Brossy and Meridian are independent of management. Benchmarking Peer Group For NEOs, we compare our compensation levels and design to that of other companies on an annual basis. For 2025, 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 with respect to the peer group used for pay decisions in 2025 as set forth below and Meridian beginning in 2026. Peers are selected to best reflect our mix of businesses and economics, such as operating income, market value, and operating margin. We do not prioritize 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 based on revenue only might create. The peer group used for NEO pay decisions in 2025 was comprised of these 17 companies:
(Amendment No. )
| ● | Annual Cash Incentives: 100% of the non-discretionary component of both of our CEO’s and NEO’s annual cash incentive opportunity was based on achieving pre-established financial metric targets, with a +/- 20% modifier available at the discretion of the CEO for our other NEO’s and at the Compensation Committee’s discretion for our CEO. |
(Amendment No. )
| ● | Equity Awards: Approximately 60% of both our CEO’s and NEOs’ annual target equity opportunity was delivered in the form of performance-based stock awards, with payouts contingent on achievement against pre-established financial metric targets. |
(Amendment No. )
| ● | Goal Setting: Management and the Compensation Committee engaged in detailed discussions regarding the metrics used for performance stock awards to ensure they serve as leading indicators of long-term success. The Committee sets challenging goals that require solid financial results to achieve target payouts. |
(Amendment No. )
| ● | Relative TSR Modifier: Performance stock awards include a relative Total Shareholder Return (“TSR”) modifier to further align executive interests with those of shareholders. Positive TSR adjustments require above-median performance relative to the companies that comprise the comparative peer group for these awards. |
(Amendment No. )
The Compensation Committee establishes cash incentive and equity award targets following Board review and engagement. Targets are intended to be challenging yet achievable. Thresholds, Targets, and Maximums are determined after considering historical performance, scenario analyses, sensitivity testing, and growth comparisons to ensure the correct alignment of pay with performance. Thresholds are set at levels deemed reasonably attainable, while maximums reflect exceptional performance. The Committee regularly reviews the appropriateness of these payout ranges to maintain alignment with shareholder interests. Fiscal Year 2025 Pay Mix
(Amendment No. )
| ● | Annual Cash Incentives: For our CEO and other NEOs, all annual cash incentives were formulaically tied to pre-established financial targets, with a +/- discretionary modifier. The Compensation Committee believe this structure reinforces accountability for achieving objective financial results, which is critical to the Company’s long-term success and shareholder returns. |
(Amendment No. )
| ● | Equity Incentives: Under the 2019 Plan, 60% of the annual equity award for our NEOs equity award was delivered as Performance Share Units (“PSUs”) which are measured against 3-year cumulative EPS goals with a TSR modifier. The other 40% of the annual equity awards for our NEOs were service-based Restricted Share Units (“RSUs”) with three-year vesting. The Committee determined that a 60% PSU allocation and 40% RSU allocation best aligns our NEOs compensation with long-term company performance, while supporting retention and aligning our NEOs interests with those of our shareholders. |
(Amendment No. )
we measure cumulative EPS over the three-year performance period with ultimate payout subject to a +/- 20% TSR-based modifier. The Company must be above median of the peer companies to apply an above target modifier payout, as shown below. In addition, if the Company’s TSR is negative for the three-year performance period, no positive modifier is applied regardless of rank against the peer group.
(Amendment No. )
| 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% |
(Amendment No. )
| (1) For the 2025 PSU awards, the peer group consists of: Archer-Daniels-Midland Company, Bunge Global SA, Green Plains Inc., Rex American Resources Corporation, Darling Ingredients Inc., Alto Ingredients, Inc., Nutrien Ltd. and The Mosaic Company. In the event of significant changes to these listed companies, the Compensation Committee may adjust the peer group. In the past, the Company measured TSR against the Russell 3000 given the Company’s diverse business portfolio at the time. With the exit out of the rail sector, the agribusiness peer group for these awards is selected by the Compensation Committee to ensure we are measured against the performance of others directly within our primary industry. |
(Amendment No. )
| ● | Strengthen the link between share price growth and long-term compensation |
(Amendment No. )
| ● | Create an effective combination of performance measures that taken together provide an effective balance between earnings and shareholder return expectation |
(Amendment No. )
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. Restricted Share Units RSUs were granted under the 2019 Plan to all NEOs. These awards vest over three years, with 1/3 vesting each of the first three anniversaries of the grant, to support long-term focus and alignment with shareholders’ interests as the value of such awards is dependent on our stock price and vesting is subject to continued service to the Company. Dividends on awarded RSUs are delivered in the form of additional shares at the end of the vesting installments but only equivalent to the value of the dividends on the number of shares ultimately vested and delivered.
(Amendment No. )
| | 2025 | | | TARGET AS A % | | | PAYOUT (1) | TARGET | % OF TARGET | OF BASE SALARY (2) | | William E. Krueger | $1,183,800 | $1,000,000 | 118% | 100% | | Brian A. Valentine | 603,738 | 510,000 | 118% | 85% | | Weston S. Heide | 337,383 | 300,000 | 112% | 75% | | Mark D. Simmons | 390,654 | 300,000 | 130% | 75% | | Sarah J. Zibbel | 261,383 | 240,000 | 109% | 60% | | Patrick E. Bowe (3) | 442,709 | 500,000 | 89% | 100% | | Christine M. Castellano (4) | 94,574 | 337,500 | 28% | 75% |
(Amendment No. )
| (1) As part of our annual incentive design, the Committee considers progress towards strategic, operating, optimization and individual goals when determining the final payout to our NEOs. |
(Amendment No. )
| (2) Amounts are reflective of competitive practices based on peer group benchmarking provided by the Compensation Committee’s independent compensation advisor. |
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| (3) Mr. Bowe’s payout was based on 118% of target as a result of performance, and then pro-rated to reflect his employment through September 30, 2025. |
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| (4) Ms. Castellano’s payout was pro-rated to reflect her employment through April 18, 2025. |
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| | 2025 | | | | | | PSUs (TARGET | RSUs | | | | | NUMBER | (NUMBER | | % OF BASE | | | OF SHARES) | OF SHARES) | TARGET | SALARY | | William E. Krueger | 42,584 | 28,389 | $3,000,000 | 300% | | Brian A. Valentine | 10,221 | 6,814 | 720,000 | 120% | | Weston S. Heide | 4,259 | 2,839 | 300,000 | 75% | | Mark D. Simmons | 4,259 | 2,839 | 300,000 | 75% | | Sarah J. Zibbel | 3,407 | 2,272 | 240,000 | 60% | | Patrick E. Bowe | — | — | — | —% | | Christine M. Castellano | 6,388 | 4,259 | 450,000 | 100% |
(Amendment No. )
Earned Based on Three-Year Performance Period Ending 2025 Our Compensation Committee granted PSUs in fiscal year 2023 that were evenly split between awards based on specific pre-established EPS goals and awards that measured our TSR performance relative to the Russell 3000 Index. Both awards were measured over the three-fiscal year performance period ending December 31, 2025. Earnings Per Share PSUs
(Amendment No. )
Total Shareholder Return PSUs 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. The following table summarizes our TSR plan design for TSR-based PSU awards granted in 2023 and prior years:
(Amendment No. )
| | | VESTED PSU PAYOUT PERCENT | | | | | % OF TARGET PSUs IF | % OF TARGET PSUs IF | | GOAL | | COMPANY TSR IS | COMPANY TSR IS | | ACHIEVEMENT | COMPANY’S THREE-YEAR ANNUALIZED TSR RELATIVE TO COMPARATOR GROUP | POSITIVE | 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% |
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| | COMPANY ACTUAL | | | PERCENT OF TARGET | | RELATIVE TSR | TSR 2023 - 2025 | RUSSELL 3000 INDEX | DIFFERENCE | PSU VALUE EARNED | | Three years ended 2025 | 16.37% | 21.59% | (5.22)% | 74% |
(Amendment No. )
Hedging and Pledging Policy The Company prohibits hedging activities on Company stock by its officers and directors, as well as the pledging of shares. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee is or has been an employee of the Company or any of the Company’s subsidiaries. There are no interlocking relationships between the Company and other entities that might affect the determination of the compensation of the Company’s executive officers. Policies Related to the Grant of Certain Equity Awards The Company has not recently granted awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such equity instruments in relation to the disclosure of material nonpublic information by the Company. Insider Trading Policies and Procedures The Company has adopted insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of the Company’s insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended December 31, 2025. Post-Termination Compensation/Retirement Programs Our overall retirement philosophy is to provide plans that are competitive, cost effective and work together with Social Security and employee savings to provide meaningful retirement benefits. The Company maintains a Retirement Benefits Committee, not comprised of independent directors. The Board has delegated its authority to perform certain administrative, regulatory, and fiduciary duties required of management as plan sponsor to the Retirement Benefits Committee. The Retirement Benefits Committee acts as the Plan Administrator for the 401(k) Plan, Deferred Compensation Plan, and the Employee Share Purchase Plan (“ESPP”). We offer two separate retirement programs: