DEF 14A of American Vanguard Corp
Filed Apr 23, 2026 · FY20250001193125-26-173620
How many votes must the director nominees receive to be elected?
How many votes must the director nominees receive to be elected? A nominee for director shall be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. In other words, those nominees for whom the number of shares voted “FOR” exceeds the number of shares voted “AGAINST” will be elected. There is no cumulative voting for the Company’s directors. Further, abstentions and broker non-votes will not be taken into account in determining the outcome of the election of directors. The Nominating and Corporate Governance Committee (“N&CG Committee”) has established procedures under which any director who is not so elected shall offer to tender his or her resignation to the Board. The N&CG Committee will make a recommendation to the Board on whether to accept or reject any such resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the results, as applicable.
Election of Directors
Election of Directors The Board is elected annually. The Certificate of Incorporation and Bylaws, as each has been previously amended and restated, of the Company, currently provide that the number of directors of the Board shall not be more than nine nor less than three. As per the Bylaws, as of the Annual Meeting, the Board will have fixed the number of directors at seven (7). At this election, seven directors have been nominated to be elected at the Annual Meeting and, if elected, will hold office from the time of the election until the next Annual Meeting and until their respective successors are duly elected and qualified, or until their earlier resignation or removal. The Board has nominated the following individuals to be elected to serve as directors until the next annual meeting or until their successors are duly elected and qualified. • Marisol Angelini • Mark R. Bassett • Patrick E. Gottschalk • Douglas A. Kaye III • Steven D. Macicek • Rubin J. McDougal • Keith M. Rosenbloom
NOMINEES FOR ELECTION AS DIRECTORS—QUALIFICATIONS, EXPERIENCE AND COMPETENCIES
NOMINEES FOR ELECTION AS DIRECTORS—QUALIFICATIONS, EXPERIENCE AND COMPETENCIES The following sets forth the names and certain information with respect to the persons nominated for election as directors. All such nominees have consented to serve and are currently directors. Six of the seven nominees were elected by the stockholders at the 2025 Annual Meeting of Stockholders. In furtherance of the requirements of the 1L Term Loan (as defined in "Board Size" below), on March 27, 2026, the Lenders (as defined below) proposed that the Board consider the nomination of Rubin McDougal for service on the Board. For additional information, see "Board Skills and Leadership - Board Size" and "Board Skills and Leadership - Board Refreshment/Succession" in this Proxy Statement. Following summary information on the experience of each nominee we have included a matrix that outlines the key skills and competencies of all nominees. Marisol Angelini, age 64, was elected to the Board in December 2021. • Experience: Ms. Angelini is a senior leader with over 30 years of experience in global consumer product companies, focusing on growing and transforming businesses. During her career at The Coca-Cola Company, she served as CMO (Central and Eastern Europe, Mexico and Brazil), VP of Global Tea/Water categories, and General Manager of Glaceau Smartwater. Prior to that, Ms. Angelini led personal care, household cleaners, oral care, and paper businesses, which she ran while working for Procter & Gamble in Latin America. She has been involved in multiple acquisitions within P&G and Coca-Cola and has been instrumental in sourcing, integrating and making these businesses profitable. She has board experience in public, private and non-profit companies and is a certified board director. She is currently on the board of Castillo Hermanos a $5B holding company with businesses in food, beverages, packaging, banking, retail, agriculture and real estate. She also serves as Chair of the Atlanta Board of the NACD, which is dedicated to director education and best practices for public company boards. Ms. Angelini holds an MBA from Mercer University in Atlanta and a BA from Georgia State University. Ms. Angelini’s experience in the food sector (which is our ultimate customer), LATAM, marketing, new product launching, and governance are all valuable traits for our board of directors. Dr. Mark R. Bassett, age 65, was elected to the Board in June 2022. Experience: Dr. Bassett brings strong operational expertise and a continuous improvement mindset. He has a long and accomplished history over the last 30 years of building and growing chemical businesses. Until December 31, 2021, Dr. Bassett was the Chairman and CEO of Hemlock Semiconductor (HSC). The leadership of The Dow Chemical Company (NYSE: DOW) selected him to manage the transition of HSC to becoming a standalone company of approximately $1 billion in revenue and roughly 1,200 of employees. HSC is a leading provider of ultra-pure polycrystalline silicon and other silicon-based products used in the manufacture of semiconductor devices, solar cells and modules. Prior to leading HSC, from 2012-2016 he was a global VP, Polyurethanes at The Dow Chemical Company responsible for a multi-billion dollar global P&L with over 2000 associates at over 35 sites globally. From 2009-2012, he led the formation of Dow Oxygenated Solvents which consolidated three separate businesses into a multi-billion dollar portfolio with 10 sites and approximately 500 employees. He graduated magna cum laude from Notre Dame with a B.S. in Chemical Engineering and holds an M.S. and Ph.D. in Chemical Engineering from the University of Virginia. He was selected as a National Science Foundation post-doctoral fellow. Patrick E. Gottschalk, age 63, was elected to the Board in June 2022. Experience: Mr. Gottschalk is a leader with significant operational experience who helps executives develop and implement strategic goals. He served as Chairman and CEO of Union Carbide from 2007 until 2012. Most recently Mr. Gottschalk served as President of Coatings, Monomers and Additives, a multi-billion dollar business within The Dow Chemical Company (NYSE: DOW), which is a chemicals manufacturer, and served in this capacity from 2012 until 2016. Mr. Gottschalk currently serves as a director of the Superior Plus Corporation, which is a publicly listed corporation on the Toronto stock exchange (TSX: SPB). He received a BS in Chemical Engineering from the University of Texas and an MBA from Pepperdine University. Douglas A. Kaye III, age 57, is a nominee for election to the Board for the first time via this proxy statement. • Experience: Mr. Kaye joined the Company as Chief Executive Officer in December, 2024. Prior to that, over a period of 13 years, he served in a variety of senior leadership roles at Albaugh, LLC (a top ten global crop protection company), including President, North America (the largest region at Albaugh), Group Chief Commercial Officer (overseeing commercial activities in North America, Europe, Brazil, Argentina, and Latin America) and President of the European region. Prior to his work at Albaugh, Dak was the CFO and a Director at a non-crop subsidiary of the crop protection company, Adama, and previously held the role of Co-CEO at an international automotive logistics organization. Mr. Kaye began his career at Arthur Andersen, LLP. He has a Masters of Accountancy and a Bachelor of Science in Business Administration, both from Auburn University. Mr. Kaye was recently elected to the Executive Board of the industry group CropLife America (CLA). Steven D. Macicek, age 68, was elected to the Board in March 2024. • Experience: Mr. Macicek joined the Board in March 2024 and was appointed to the position of Chair of the Audit Committee. Mr. Macicek formerly served in positions of increasing responsibility at Ernst & Young from 2002-2019, serving as Global Service Partner, Leader of the Center for Board Matters (Southwest Region) and Energy Services Market Leader. Prior to that time, he held positions of increasing responsibility at Arthur Andersen, LLP from 1980-2002. Throughout his career, Mr. Macicek has provided audit, tax and advisory services to numerous corporate clients, including high-growth mid-caps and large multinationals across multiple industries, including distribution, manufacturing, construction, engineering, oil and gas, energy services and software. He is an audit committee financial expert, a Certified Public Accountant and has advised numerous boards and C-suite executives on complex accounting and business issues. Rubin J. McDougal, age 68, is being nominated for the first time at this Annual Meeting. Experience: Mr. McDougal has more than 40 years of international logistics, industrial and finance industry experience. He currently serves on boards across diverse industries, including Element Fleet Management Corp. and CNH Capital Canada Receivables Trust. He has served as CFO of both NYSE listed and private equity-controlled enterprises, reporting in both US GAAP and IFRS. Mr. McDougal is a recognized problem solver with a pragmatic approach to business and has the reputation of being a straightforward communicator. As an independent advisor, he has resolved manufacturing challenges, remedied failed ERP implementations, restored capability in distressed shared services transitions and filled interim CFO needs. As an operationally minded CFO, he has solved business issues in turnaround situations and materially improved cash and working capital performance, while upgrading finance and operations organizations. Mr. McDougal has worked in diverse locations, including Japan, the Netherlands, Singapore and the US and filled roles ranging across finance and into manufacturing and product development. He received a Master of Business Administration from Western Michigan University and a BA from the University of Utah.
NOMINEES FOR ELECTION AS DIRECTORS—QUALIFICATIONS, EXPERIENCE AND COMPETENCIES
Keith M. Rosenbloom, age 57, was elected to the Board in June 2022. Experience: Mr. Rosenbloom has over 35 years of public and private investing experience. He is committed to helping AVD create long-term shareholder value by improving its asset allocation paradigm, corporate finance analysis, capital markets credibility and focus on improving long-term stakeholder returns. Mr. Rosenbloom is the co-founder of Cruiser Capital Advisors, LLC, which acts as the investment advisor to pooled investment vehicles on a discretionary basis. Over the past ten years, Mr. Rosenbloom has helped the boards of public companies such as A. Schulman (formerly NASDAQ: SHLM), Ashland Global (NYSE: ASH) and Dow Chemical (NYSE: DOW), add highly qualified members to their boardrooms, seeking to improve stockholder value at those companies. Mr. Rosenbloom also serves on a number of charitable boards including, Hillel International (Board of Governors), and Hatzalah (Israel's private EMT service). Mr. Rosenbloom graduated cum laude from Yale University. As indicated in the table below, our director nominees collectively possess a wide-range of key skills and competencies that provide a strong foundation for strategic oversight, risk management, corporate governance and practical business decision making. We believe that such individuals are qualified to serve on our Board in light of these skills and competencies, among others.
NOMINEES FOR ELECTION AS DIRECTORS—QUALIFICATIONS, EXPERIENCE AND COMPETENCIES
| Key Skills/Competencies | Angelini | Bassett | Gottschalk | Kaye III | Macicek | McDougal | Rosenbloom | | Agribusiness | ● | | | ● | | | | | C-Suite / Senior Mgt. | ● | ● | ● | ● | | ● | | | Cybersecurity/IT | | | ● | ● | ● | | | | ESG/Sustainability | ● | | | ● | | | | | Financial Expert/Literate | ● | ● | ● | ● | ● | ● | ● | | Global Experience | ● | ● | ● | ● | ● | ● | | | Government/Regulatory | | | | ● | ● | | ● | | Human Capital | ● | ● | ● | ● | ● | | | | Merger and Acquisition | ● | ● | ● | ● | ● | ● | ● | | Operational Excellence | | ● | ● | ● | | ● | | | Supply Chain | | ● | ● | ● | | ● | | | Strategy | ● | ● | ● | ● | ● | ● | ● | | Transformation | ● | ● | ● | ● | ● | ● | |
NOMINEES FOR ELECTION AS DIRECTORS—QUALIFICATIONS, EXPERIENCE AND COMPETENCIES
Key to Skills Matrix: Agribusiness – 10+ years in Agriculture, Food or Agrochemical business; C-Suite/Senior Management – 10+ years; Cybersecurity/IT – oversaw digital tools for business efficiency, security, privacy; ESG/Sustainability – experience in overseeing sustainability initiatives including sustainability reports; Finance Expert/Literacy – qualifies as audit committee expert or as financially literate under SEC rules; Global Experience – managed multinational company or lived and/or worked abroad; Government/regulatory – served or interacted extensively with a regulatory agency; Human Capital – oversaw human capital, talent management, rewards and/or HR systems; Mergers & Acquisitions – experience with mergers, acquisitions, divestitures or similar transactions; Operational Excellence – led initiatives to improve operational and/or financial efficiency; Supply Chain – managed procurement, vendor relations and/or pricing policies related thereto; Strategy – oversaw corporate strategy for near- and mid-term growth and profitability; Transformation – oversaw initiatives to achieve operating greater operating leverage through business, operational and product changes.
Executive Summary
Executive Summary 2025 was the first complete year under a new CEO, Dak Kaye, at the Company. In the face of a weak farm economy, the Company recorded financial performance that was essentially flat with the prior year. However, management made significant progress in implementing its business improvement plans, executing on commercial, operational, digital and organizational initiatives. These included, among other things, hiring quality, experienced senior managers, improving safety metrics across the board, focusing our team on developing new products and reducing manufacturing and operating costs. These improvements positively impacted 2025 results, partially offsetting the effects of lower demand, and have helped to position the Company for long-term success. In light of 2025 performance, Mr. Kaye and those NEOs whose incentive compensation was based solely on company-wide financial performance received a cash bonus at about one-third of target. While base salaries of all NEOs was, on average, at or near the median of the Company’s Proxy Peers (as defined below), the target cash bonus and total cash for the NEOs was below the 25th percentile of comparable executives among the Proxy Peers. The CEO received equity awards in December 2024, when he joined the Company; however, neither he nor the other NEOs received an equity award in 2025. Thus, target equity compensation and total direct compensation for all NEOs was at or near the zero percentile in 2025 relative to Proxy Peers. Further, the Company’s one-year, three-year and five-year total shareholder return (“TSR”) was below the 25th percentile of its Proxy Peers. With flat performance year-over-year in slumping market conditions and comparatively lower TSR performance, the Company’s NEOs were paid less than those of its Proxy Peers in 2025, consistent with the Company's pay-for-performance philosophy.
Compensation Objectives
Compensation Objectives Our executive compensation program has three primary objectives to: • Align management’s interests with the long-term interests of stockholders; • Provide compensation on the basis of performance that supports key financial and strategic business outcomes; and • Attract, motivate and retain top talent to lead our business. Our first objective is accomplished by ensuring that our executives are stockholders. Historically, we have done this through regular awards of equity, whether in the form of restricted stock, options or performance-based shares/options, and the adoption of executive stock ownership guidelines. We make these equity awards through our 2022 stock incentive plan (the "2022 Plan"), which was most recently approved in its current form by our stockholders at the 2022 Annual Meeting. Our second objective means that we want our executives to seek optimal results in both the short and long term. One of the primary means of rewarding performance is through cash incentive compensation based upon the achievement of key performance indicators. Our third objective is accomplished through ensuring that our compensation is competitive (for example, through benchmarking the compensation practices of similarly-situated companies).
What We Reward
What We Reward In 2025, the Company established a KPI-driven approach toward Short-Term Incentive compensation ("STI") for its NEOs. We identified three financial KPIs – net sales, adjusted EBITDA and net trade working capital, to which we give a weighting of 20%, 50% and 20%, respectively. We covered the balance with two corporate KPIs, namely, transformation results and manufacturing/operating expenses, to which we give a weighting of 5% each. We are using essentially the same approach for 2026 STI compensation; accordingly, please see “Short Term Incentive Compensation” on page 27 for further details.
Compensation Program Best Practices
| Included Features (“Sound Practices”) | Excluded Features (“Poor Practices”) | | ➣ Performance-based Equity – Company periodically grants performance-based equity grants that vest either by performance against internal financial metrics and/or external stock price performance (absolute/relative TSR). ➣ Caps on Individual Bonuses – Our executives’ incentive compensation is effectively capped at 1.8 times salary for the CEO and 108% of salary for other officers. ➣ Clawback Policy – Our executives are subject to having incentive compensation recouped by the Company in the event of an accounting restatement of the Company's financial statements due to its material noncompliance with any financial reporting requirement under the securities laws. ➣ Stock Ownership Guidelines— We have adopted share ownership requirements for both our executive officers (4X base wage for CEO and 2X base wage for CEO reports) and our directors (four years’ worth of stock awards). ➣ Consultant Independence – The Compensation Committee retains an independent compensation consultant. Our consultant is evaluated annually for independence to ensure objectivity. ➣ Market Benchmarking – Compensation decisions are made in the context of relevant market comparators. ➣ Risk Management – Our executive officers’ compensation program has been designed and is reviewed to ensure that it does not encourage inappropriate risk-taking. ➣ “Double Trigger” severance – Our change in control agreements require both a change in control and termination during a two year period for any severance or other benefits to be provided. | ➣ No income or excise tax gross-ups. ➣ No “single trigger” severance payments in case of change of control. ➣ No guaranteed base salary increases, minimum bonuses or equity awards. ➣ No resetting of strike price on underwater options. ➣ No replacement or “make whole” awards of equity. ➣ No Hedging–Our executive officers and directors are prohibited from all hedging activities (as, for example, with zero-cost collars and forward sales contracts) and holding Company securities in margin accounts. |
Performance Shares
Performance Shares Over the several years prior to 2025, the Company has awarded performance shares that were based upon financial metrics achieved by the Company as compared to peers that had been identified in the proxy (at time of award). Since the Company began the process of granting awards of performance shares, we have experienced mixed vesting performance. Because there had been multiple factors used to determine vesting (EBIT, sales and TSR versus two different comparator groups), it was typical for one or more metrics to vest at or above target, while another vests below target (resulting in a partial forfeiture). Based upon this experience, then, believe that the performance metrics are neither too lax, nor overly restrictive.
Effective Cap on Individual Bonuses
Effective Cap on Individual Bonuses By employing a formula-driven incentive compensation policy (starting in 2025), the Company continues to follow a policy of effectively capping an individual’s annual incentive cash compensation. As more fully explained below (please see Short Term Incentive Compensation at p. 27), if all KPIs are exceeded to the maximum extent, the CEO would receive 1.8 times his annual salary (target of 100% of salary x 1.8 for highest achievement), while the other NEOs would receive at most 108% of their salary (target of 60% of salary x 1.8 for highest achievement). The Compensation Committee has put these effective caps in place both to eliminate the possibility that any one individual will receive an excessive share of the bonus pool and to prevent windfall payments in the event that unforeseen circumstances result in goals being drastically exceeded. 3.
Equity Award Granting Policy
Equity Award Granting Policy Equity compensation awards made to our executive officers must be approved by the Compensation Committee. The Compensation Committee approves and grants periodic equity awards, which may include restricted stock units and performance share units and in the past have included stock options, at approximately the same time every year. Outside of the annual grant cycle, the Compensation Committee may, from time to time, grant off-cycle equity awards, such as in connection with a new hire, promotion or retention award. All off-cycle equity awards are issued on a pre-determined date following approval by the Compensation Committee. The Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards, including stock options, and the timing of the release of material non-public information is not based on affecting the value of executive compensation. However, as was the case in 2025, the Compensation Committee does take into account the potentially dilutive effect of issuing equity when the share price is historically low. As that circumstance was present in 2025, that committee did not award equity as per the usual annual cycle.
Accounting And Tax Considerations
Accounting And Tax Considerations The Compensation Committee may consider various accounting and tax implications of equity-based and other forms of compensation. When determining the amounts of equity-based awards to be granted, the Compensation Committee considers the accounting cost associated with the grants. Under Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 718, or ASC 718, grants of stock options, restricted stock units, and performance stock units result in an accounting charge for the Company equal to the fair value of the award issued. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal income tax deduction for compensation paid by publicly held companies to certain of their executive officers that is in excess of $1,000,000 per year. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.
Compensation Consultant Independence
Compensation Consultant Independence As per New York Stock Exchange ("NYSE") Listing Standard 303A.05(c)(iv), the charter of the Compensation Committee requires that committee to evaluate the independence of its compensation consultants. Accordingly, that committee evaluated its compensation consultant, Exequity LLP, in 2025 and determined that there is no conflict of interest with that firm and that with respect to the six factors set forth in the listing rules, Exequity was independent. We believe that, by ensuring the independence and objectivity of our compensation consultant, we provide an additional assurance that the consultant will not be influenced by improper motives, such as personal gain, that could compromise its ability to recommend a fair and transparent plan of compensation for Company executives.
Short Term Incentive Compensation
Short Term Incentive Compensation 2025 STI Approach In 2025, he Company followed a KPI-driven approach toward Short-Term Incentive compensation ("STI") for its executives. The Compensation Committee determined that four of the five NEOs (namely, the CEO, CFO, CLO and CHRO) would be solely based upon company-wide financial and corporate metrics. We have depicted the elements of the formula in the table below. Proceeding from the general to the specific, we have identified three financial KPIs – net sales, adjusted EBITDA and net trade working capital, to which we give a weighting of 20%, 50% and 20%, respectively. We cover the balance with two corporate KPIs, namely, transformation results and manufacturing/operating expenses, to which we give a weighting of 5% each. The target short term incentive compensation for the CEO is set at 100% of base salary, while the non-CEO NEOs have a target of 60% of base salary. In addition, as per the matrix below, the Compensation Committee established grades of success (Levels 1 through 6) for each KPI. At year end, actual performance for each KPI is checked against Levels 1 through 6, and a factor (the “Level Factor” from the table below) is identified. To arrive at the NEO’s incentive compensation, we take the product of x) his or her target bonus, y) the weighting of such KPI as per the above chart and z) the Level Factor from the table below. We make this calculation for each KPI and add together the subtotals to arrive at total short term incentive compensation payout. The result could vary from zero (if all KPIs were at or below Level 1) to 180% of target bonus (if all KPIs were at or above Level 6).
Short Term Incentive Compensation
| Reasons for KPI Selection – In designing the short term incentive compensation plan, the Board and Compensation Committee selected the KPIs and assigned them their relative weightings for the following reasons. First, the factor of highest emphasis (at 50%), adjusted EBITDA, has become the factor of greatest importance in our overall financial performance among investors. In addition, over the course of the past several years, while maintaining resiliency at the net sales level, the Company has experienced erosion of its operating leverage. Adjusted EBITDA is a useful measure for | |
Short Term Incentive Compensation
| assessing operating leverage as well as for holding management accountable toward the goal of improving that leverage. |
Short Term Incentive Compensation
Second, at 20%, net sales receives a medium emphasis among the KPIs. While it is important to maximize operating leverage, management must also be committed to growing the business. It is important to continue launching new products, gaining market share of existing products and expanding our portfolio – these are the hallmarks of successful businesses within our industry. Similarly, net trade working capital receives the same medium emphasis (20%) in light of the fact that, over the past several quarters, the Company’s working capital had grown beyond optimal size. It is essential to reduce inventory, to build to demand and to manage our factories in an optimal way. Third, the last two KPIs, manufacturing/opex and transformation execution, each weighted at 5% each. These are included in the NEOs’ initiatives in order to encourage continued discipline in holding down expenses, maximizing manufacturing cost absorption and following through on the many business improvement initiatives that were launched in 2024. STI Amounts Earned in 2025 For each of the CEO, CFO, CLO and CHRO, incentive compensation was calculated to be 35% of target bonus. Specifically, the breakdown of each company-wide element, by actual result yielded the following: • Net sales ($515M actual v. $588M target) - 0% out of possible 20% • Adjusted EBITDA($39.8M actual v. $51.2M target) - 5% out of possible 50% • Net Trade Working Capital (33.6% actual v. 35.8% target) - 20% out of possible 20% • Operating Expenses - ($133.4M actual v. $146.9M target) 5% out of possible 5% • Transformation (98% actual v. 98% target) - 5% out of possible 5% For the CEO of Specialty, incentive compensation was calculated to be 54% of target bonus and was arrived at through a combination of the same company-wide financial performance (24% out of a possible 60%) and KPIs related solely to Specialty (30% out of a possible 40%). For 2026, the Company will be using substantially the same KPI-driven approach. In addition to short term incentive compensation to be calculated based upon the attainment of KPIs, the Compensation Committee has discretion to make awards to executives, from time to time, for achievements not being measured by KPIs that otherwise materially benefit the Company. In addition, in light of a declining stock price and the absence of incentive compensation payments during 2023 and 2024, the Compensation Committee awarded retention payments in June 2025 to the CFO, CLO, CHRO and President of Specialty ($125K, $100K, $100K and $40K, respectively) to encourage continued service during a rebuilding period at the Company. These executives will be entitled to receive such payments in June 2026 and June 2027, assuming continued service through payment date. Equity— In 2025, in light of unfavorable market conditions and a low share price, the Board made no equity awards to the NEOs. Further, as reported in the Proxy Statement for 2024, the CEO had received an equity award in December 2024 in conjunction with his being hired. As more fully described below in “Peer Group Data and the Compensation Consultant”, the Compensation Committee periodically conducts a benchmarking study to take into account, among other things, the prevalence (by amount and type) of equity awarded to executive officers of similarly situated companies. These studies typically include information on prevalent rates at which available shares are consumed under equity plans of peers. In awarding equity, the Compensation Committee considers not only these studies, but also the compensation history of the Company, retention issues, and the expensing of equity awards in connection with its recommendation to the Board. Other Benefits— In 2025, the Company continued its practice of offering a comprehensive suite of other benefits to its executives, including group health (medical, dental and vision) and life insurance to all of our employees. Our medical plan took the form of PPO programs which are largely self-funded. However, the Company limited its claims exposure by maintaining stop loss coverage on an individual basis and appointed Collective Health as its third-party administrator. Health benefits premiums were highly subsidized by the Company and offered extremely competitive terms (e.g., low co-payments and office visit charges). Our executives also received life insurance and long-term disability insurance coverage. In addition, certain executives received an automobile allowance. Finally, in 2025, our executives (and all full-time employees) continued to have the option to participate in the Company’s 401K retirement savings plan, under which the Company matches up to 5% of the participant’s salary (subject to an annual cap) and the Employee Stock Purchase Plan, which permits the purchase of Company shares at a discount through payroll deduction.
Peer Group Data and the Compensation Consultant
Peer Group Data and the Compensation Consultant In determining our executives' compensation, the Compensation Committee reviews compensation data for a group of comparator companies selected with the advice of the Compensation Committee's independent compensation consultant, Exequity. The Compensation Committee uses these data for reference, and, in general, decisions by the Compensation Committee are qualitative, reflecting the business judgment and analysis of its members. During 2025 the Compensation Committee, with input from Exequity, revisited the group of comparator companies for purposes of benchmarking executive compensation, which analysis it completed in December 2025. Identifying a suitable group of peer companies is particularly challenging for the Company given its highly specialized industry in which many of its direct competitors are foreign, private, or are subsidiaries of much larger companies. In connection with those efforts, Exequity defined a group of comparators, focusing on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics. The comparator group (“Proxy Peers”) identified by Exequity and approved the Compensation Committee consisted of 11 publicly traded companies operating primarily in the chemicals sector, namely: Aspen Aerogels, Inc. (ASPN), Balchem Corporation (BCPC), Core Molding Technologies, Inc. (CMT), CVR Partners LP (UAN), Ecovyst Inc. (ECVT), Hawkins, Inc. (HWKN), Innospec Inc. (IOSP), Intrepid Potash, Inc. (IPI), LSB Industries, Inc. (LXU), Quaker Chemical Corporation (KWR) and Tredegar Corporation (TG). Proxy Peers had median revenues of $619 million per annum, median market capitalization $875 million and median enterprise value of $1,338 million. To our knowledge American Vanguard is the only publicly traded crop protection Company of its size, and no Proxy Peers operate at all in the crop protection sector. In addition to the Proxy Peers, broader general industry market data for companies of comparable size and scope was also reviewed as a secondary reference point to help inform compensation decisions. According to Exequity’s analysis, 2025 compensation for the Company’s new CEO yielded the following comparative results, which are also depicted in the table below: • The CEO base salary ($650K) was below the 25th percentile for salaries among Proxy Peers. • The target bonus amount for the CEO was below the 25th percentile, while the actual bonus amount ($236K) was at the zero percentile for target bonus of the Proxy Peers. • Target total cash for the CEO was below the 25th percentile, while actual total cash ($877.5) was at the zero percentile for target total cash of the Proxy Peers. • Equity granted in 2025 to the CEO ($0) was at the zero percentile of the Proxy Peers. • Annualized total direct compensation for the Company’s CEO both at target and on actual basis was at or near the zero percentile of the Proxy Peers. On average, compensation for other NEOs, as compared with that of its Proxy Peers, was positioned similarly to that of the CEO.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) (3) | Option Awards ($) (f)(4) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (h) | All Other Compen- sation ($) (i) (5) | Total ($) (j) | | Douglas A. Kaye III, Chief Executive Officer | 2025 | 650,000 | — | — | | 235,950 | | 183,530 | 1,069,480 | | | 2024 | 39,583(1) | 300,000(2) | 1,335,577 | — | — | — | — | 1,675,160 | | David T. Johnson, Chief Financial Officer | 2025 | 445,940 | — | — | — | 97,139 | — | 169,090 | 712,169 | | | 2024 | 429,048 | — | 43,073 | 204,354 | — | — | 286,795 | 963,270 | | | 2023 | 428,278 | — | 180,680 | — | — | — | 79,793 | 688,751 | | Timothy J. Donnelly, Chief Legal Officer, General Counsel & Secretary | 2025 | 400,000 | — | — | — | 87,120 | — | 145,075 | 632,195 | | | 2024 | 362,866 | — | 36,432 | 172,844 | — | — | 286,795 | 858,937 | | | 2023 | 362,214 | — | 152,820 | — | — | — | 36,030 | 551,064 | | Shirin Khosravi, Chief Human Resources Officer | 2025 | 300,000 | — | — | — | 67,680 | — | 133,555 | 501,235 | | | 2024 | 276,318 | — | — | 16,103 | — | — | 277,369 | 569,790 | | Shayne Wetherall, Chief Executive Officer of Specialty Business | 2025 | 332,753 | — | — | — | 85,326 | — | 77,281 | 495,360 |
SUMMARY COMPENSATION TABLE
(1) Salary for 2024 reflects salary payments to Mr. Kaye from start date of December 9, 2024, through December 31, 2024. (2) Reflects a 2024 sign-on bonus. (3) The amounts in this column reflect the aggregate grant date fair value of restricted stock and restricted stock unit awards computed in accordance with ASC 718. All assumptions made in the valuations are contained and described in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. (4) The amounts in this column reflect the aggregate grant date fair value of stock options computed in accordance with the ASC 718. All assumptions made in the valuations are contained and described in the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. See "All Other Compensation" on page 33 for detail.
NARRATIVE DISCUSSION TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
NARRATIVE DISCUSSION TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE In connection with his appointment to the position of CEO, Mr. Kaye and the Company entered into an Executive Employment Agreement dated as of December 9, 2024 having the following material terms: annual base salary of $650,000; target cash incentive compensation of 100% of base salary with maximum payout potential of 180% of target; initial bonus of $300,000 (to be paid in part in Q1 2025 and in part in Q4 2025); payment by the Company of premiums for a term life insurance policy having limits of $1.5 million; time-based and performance-based equity awards granted in December 2024 as described in the proxy statement for the Company's 2025 annual meeting; a car allowance of $2,500 per month; and a payment of $12,500 per month for his discretionary use for expenses to travel between the Company's offices in California and his home in Iowa as well as lodging expenses. The agreement also provides severance benefits on certain terminations of his employment as described under "Potential Payments Upon Termination or Change in Control."
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows, with respect to the NEOs, the number of shares covered by both exercisable and non-exercisable stock options and, in addition, grants of restricted stock units that had not yet vested as of December 31, 2025, with respect to options to purchase common stock of the Company. The closing price of the common stock on December 31, 2025, the last trading day of the Company’s fiscal year, was $3.82 per share.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Vested Date (f) | Option Expiration Date (f) | | Douglas A. Kaye III | — | — | — | $— | | | | David T. Johnson | — | 48,888 | — | $10.28 | 1/22/2027 | 1/22/2034 | | Timothy J. Donnelly | — | 41,350 | — | $10.28 | 1/22/2027 | 1/22/2034 | | Shirin Khosravi | — | 4,087 | — | $10.28 | 1/22/2027 | 1/22/2034 | | Shayne Wetherall | — | 12,114 | — | $10.28 | 1/22/2027 | 1/22/2034 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Stock Awards | | | | | Name (a) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | Douglas A. Kaye III | 288,461 | 941,638 | — | — | | David T. Johnson | 11,185 | 42,727 | — | — | | Timothy J. Donnelly | 9,460 | 36,137 | — | — | | Shirin Khosravi | 3,333 | 12,732 | — | — | | Shayne Wetherall | 4,038 | 15,425 | — | — |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table shows, with respect to the NEOs, the number of shares acquired on the exercise of stock options and on vesting of stock awards and their respective value realized (market price less exercise price) for the year ended December 31, 2025.
OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) (1) | | Douglas A. Kaye III | — | — | 22,291 | 95,183 | | David T. Johnson | — | — | 5,611 | 23,278 | | Timothy J. Donnelly | — | — | 4,746 | 19,690 | | Shirin Khosravi | — | — | 3,333 | 17,832 | | Shayne Wetherall | — | — | 2,027 | 7,703 |
OPTION EXERCISES AND STOCK VESTED
(1) Value realized on vesting is value of shares, excluding shares forfeited for U.S. payroll tax purposes, if applicable, at time of vesting.
Pension Benefits and Non-qualified Deferred Compensation
Pension Benefits and Non-qualified Deferred Compensation The Company provided no pension benefits and no non-qualified deferred compensation to the NEOs during the year ended December 31, 2025.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control The CEO is party to an employment agreement, dated as of December 9, 2024, that provides if his employment had been terminated by the Company without cause or if he had resigned for good reason (in either case other than due to death or disability) on or before December 9, 2025, he would have received severance of (i) a pro-rated bonus for the year of termination, (ii) a payment of one year’s base salary and annual bonus (as determined by the Board), (iii) vesting of a time-based equity award granted pursuant to the agreement, and (iv) one year of the car allowance and travel allowance provided in the agreement. If such a termination of his employment occurs after December 9, 2025, he will receive severance of (i) a pro-rated bonus for the year of termination, (ii) an amount equal to two times the sum of his base salary plus average bonus (measured over three years), (iii) payment by the Company of his COBRA premiums for up to 12 months following his termination, and (iv) reimbursement of executive-level outplacement benefits for up to 12 months following his termination (not to exceed $10,000). In addition, his outstanding and unvested equity awards will vest as of his termination date: (x) with respect to any equity awards received in lieu of cash incentive compensation, in their entirety, and (y) with respect to any other equity awards, on a pro-rated basis to reflect the period through his termination date (with any performance-based conditions applicable to the awards to be deemed met at target). However, if the CEO’s employment is terminated by the Company without cause or by him for good reason during the period beginning three months before, and ending 24 months after, a change in control, his outstanding and unvested equity awards will vest in full (with any performance-based conditions applicable to the awards to be deemed met at target). If the CEO’s employment terminates due to his death or disability, he (or his estate) will receive a payment equal to 12 months of his base salary, and his outstanding and unvested equity awards will vest on a pro-rated basis to reflect the period through his termination date (with any performance-based conditions applicable to the awards to be deemed met at target). In each case, the CEO’s right to receive the severance benefits described above is subject to his execution and delivery of a release of claims in favor of the Company. Each of the other NEOs is party to a change of control severance agreement, under the terms of which the employee is entitled to receive certain payments in the event that there is both a change of control during the term of agreement and such employee is either terminated (for reasons other than cause) or resigns for good reason within 24 months of such change of control. As with the CEO, there is a double trigger before benefits are earned under this arrangement. Provided both conditions for payment are met and the Company receives a release of all claims from the employee, the employee is entitled to receive a lump sum amount equal to two years’ base salary, two-times the employee’s average cash incentive compensation (measured over the past three full-years), 24 months’ worth of COBRA coverage for medical insurance, executive level outplacement costs, and immediate acceleration and vesting of unvested equity awards (or other securities to which employee may have a right). For purposes of the CEO, “change in control” is defined to be identical with that set forth in the 2022 Plan. For NEOs other than the CEO, “change in control” is defined to mean, in effect, either (i) a merger or consolidation of the Company in which those who were stockholders immediately before the effective time of the merger or consolidation have less than 50% of the voting power of the new corporation or entity; (ii) a sale or disposition of all or substantially all of the Company’s assets; (iii) when any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) directly or indirectly owns more than 50% of the Common Stock of the Company or (iv) in the event over a 24 month period a majority of the board of directors is replaced by new members. Further, as a condition to payment (whether to the CEO or any of the other NEOs), the employee must execute and deliver a written release of claims against the Company. The following table summarizes the estimated amounts that NEOs who were employed by the Company as of December 31, 2025, would be entitled to receive whether in the form of cash or securities in the event of a termination without cause or voluntary resignation for good reason after a change in control assuming, for illustration purposes, that such change in control had occurred on December 31, 2025.
Potential Payments upon Termination or Change of Control
| | Salary ($) | Average Bonus ($) | COBRA Insurance Premiums ($) | Outplacement Services ($) | Accelerated Options and Grants Vesting ($)(1) | Total Change in Control Payments ($)(2) | | Douglas A. Kaye III | 1,300,000 | 223,050 | 95,884 | 10,000 | 941,638 | 2,570,572 | | David T. Johnson | 891,880 | 70,847 | 65,999 | 10,000 | 42,727 | 1,081,453 | | Timothy J. Donnelly | 800,000 | 63,655 | 58,895 | 10,000 | 36,137 | 968,687 | | Shirin Khosravi | 600,000 | 54,420 | 95,884 | 10,000 | 12,732 | 773,036 | | Shayne Wetherall | 665,505 | 43,832 | 65,999 | 10,000 | 15,425 | 800,761 |
Potential Payments upon Termination or Change of Control
(1) Upon change in control, the agreement allows for the accelerated vesting of options and grants. Assuming the change in control had happened as of December 31, 2025, there would be unvested awards of 313,326 shares of restricted stocks and no shares of incentive stock options. If the change in control occurred on December 31, 2025, these awards would have vested and the Company would have recognized additional compensation expense based on grant date fair value in the amount of $2,933,665 for restricted stocks, and the officers would have recognized the value of vested grants as income based on fair market value in the amount of $3,437,187 (which is the sum of this column). (2) There are no tax excise gross-ups relating to change-in-control payments for NEOs. With respect to severance compensation received or earned by NEOs not resulting from a change of control,
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure For fiscal year 2025, we report as follows: • The annual total compensation of the CEO on an annualized basis, as per the Summary Compensation table on page 32 hereof was $1,069,480; and • The median of the annual total compensation of all employees of the Company (excluding the CEO) was $63,100. Based upon this information, we reasonably estimate that the ratio for the CEO’s annual total compensation to the annual total compensation of our median employee was approximately 16.8 to 1. Our pay ratio was calculated as per Item 402(u) as follows. In order to identify the median employee, using the criteria set forth in Item 402(c) of Regulation S-K for populating data within the Summary Compensation Table, we gathered information from payroll, stock award and incentive compensation on all employees as of December 31, 2025, which was within three months of the closing of the Company’s last fiscal year. In measuring the wages of non-exempt employees, we took the actual wages, including regular time and overtime, paid to such employees. Where employees were paid in foreign currencies, we converted that currency into U.S. dollars as of the date of measurement. In establishing total compensation, we considered not only wages and bonuses, but also the fair value of equity awards, if any. After arriving at total compensation for the employee population (not including the CEO), we listed them in descending order of compensation and identified the median employee.
Pay Versus Performance
Pay Versus Performance As per item 402(v) of Regulation S-K, we are providing the following information about the relationship between Compensation Actually Paid (CAP) as defined in Item 402(v) and performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with its performance, refer to the “Compensation Discussion and Analysis”.
Pay Versus Performance
| Year | Summary compensation table total for PEO | Compensation actually paid to PEO | Average summary compensation table total for non-PEO named executive officers | Average compensation actually paid to non-PEO named executive officers | Value of initial fixed $100 investment based on Total shareholder return | Value of initial fixed $100 investment based on Global Agribusiness TSR | Net income $000s | Net sales $000s | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $1,069,480 | $770,725 | $585,240 | $548,854 | $25 | $119 | $(49,882) | $515,114 | | 2024 | $1,675,160 | $339,583 | $680,441 | $616,596 | $24 | $113 | $(124,855) | $549,520 | | 2023 | $2,509,773 | $(471,651) | $567,665 | $201,287 | $72 | $105 | $7,519 | $579,371 | | 2022 | $2,852,874 | $3,432,747 | $729,905 | $817,252 | $141 | $115 | $27,404 | $609,615 | | 2021 | $2,463,689 | $3,089,570 | $708,595 | $802,105 | $106 | $125 | $18,587 | $557,676 |
Pay Versus Performance
Footnotes to Table 1: 1. Our principal executive officer (“PEO”) for fiscal years 2025 and 2024 was Douglas A. Kaye, who joined the Company on December 9, 2024. Our PEO for the fiscal years 2023, 2022 and 2021 was Eric G. Wintemute, who left that position on July 12, 2024. The dollar amounts reported in column (b) are the amounts of total compensation reported for the PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” 2. The dollar amounts reported in column (e) represent the amount of “compensation actually paid” or “CAP” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. The following adjustments were made to the PEO’s total compensation for each applicable year to determine the compensation actually paid in accordance with SEC rules:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments | Reported Change in the Actuarial Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | | | (a) | (b) | (c) | (d) | | | 2025 | $1,069,480 | $— | $(298,755) | $— | $— | $770,725 | | 2024 | $1,675,160 | $1,335,577 | $(842,658) | $— | $— | $339,583 | | 2023 | $2,509,773 | $(1,688,426) | $(1,292,998) | $— | $— | $(471,651) | | 2022 | $2,852,874 | $(1,407,292) | $1,987,165 | $— | $— | $3,432,747 | | 2021 | $2,463,689 | $(1,392,708) | $1,931,968 | $— | $— | $3,089,570 |
Pay Versus Performance
a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards”, column (e) and “Option Awards” in column (f) of the Summary Compensation Table for the applicable year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: 3. (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the PEO are as follows:
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends etc not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $— | $(199,668) | $— | $(8,024) | $(91,063) | $— | $(298,755) | | 2024 | $1,335,577 | $— | $— | $— | $— | $— | $1,335,577 | | 2023 | $860,289 | $(1,333,715) | $(361,161) | $104,508 | $(562,919) | $— | $(1,292,998) | | 2022 | $1,289,835 | $859,999 | $161,607 | $— | $(324,276) | $— | $1,987,165 | | 2021 | $1,061,580 | $144,499 | $290,744 | $487,478 | $(52,333) | $— | $1,931,968 |
Pay Versus Performance
3. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs for the years 2024, 2023, 2022 and 2021, were Ulrich G. Trogele, David T. Johnson, Timothy J. Donnelly, Anthony S. Hendrix, Peter E. Eilers, and Shirin Khosravi. 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” (also, "CAP") to the NEOs as a group (excluding the PEO) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments | Reported Change in the Actuarial Value of Pension Benefits | Pension Benefit Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | | | | (a) | | (b) | | | 2025 | $585,240 | $— | $(36,386) | $— | $— | $548,854 | | 2024 | $680,441 | $30,051 | $(93,896) | $— | $— | $616,596 | | 2023 | $567,665 | $(142,029) | $(224,349) | $— | $— | $201,287 | | 2022 | $729,905 | $(157,642) | $244,989 | $— | $— | $817,252 | | 2021 | $708,595 | $(179,315) | $272,825 | $— | $— | $802,105 | | 2020 | $645,118 | $(211,566) | $176,511 | $— | $— | $610,063 |
Pay Versus Performance
The amounts deducted or added in calculating the total average equity award adjustments for NEOs other than the PEO are as follows:
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends etc. not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $— | $(21,390) | $— | $(3,647) | $(11,349) | $— | $(36,386) | | 2024 | $30,051 | $(48,674) | $(3,836) | $— | $(71,437) | $— | $(93,896) | | 2023 | $72,367 | $(166,981) | $(54,861) | $10,650 | $(85,524) | $— | $(224,349) | | 2022 | $144,484 | $125,605 | $24,945 | $— | $(50,045) | $— | $244,989 | | 2021 | $145,746 | $22,097 | $42,051 | $70,498 | $(7,567) | $— | $272,825 |
Pay Versus Performance
There are no amounts deducted or added in calculating total pension benefit adjustments, as the Company does not sponsor any privately-sponsored pension plan or defined benefit plan. 5. Cumulative TSR in column (f) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. 6. Column (g) 1 represents the TSR of the Global Agribusiness Index. 7. The dollar amounts reported in column (h) of Table 1 represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 8. The dollar amounts reported in column (i) of Table 1 represent the amount of net sales reflected in the Company’s audited consolidated financial statements for the applicable year. As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important metrics used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows: • Net Sales • Net Income • Adjusted EBITDA* * Adjusted EBITDA is calculated by taking the sum of net income plus transformation expense, stock compensation expense, depreciation and amortization, proxy costs, interest expenses (net) and the provision for income taxes. Additional information on the calculation of adjusted EBITDA is provided in our quarterly earnings releases filed with the SEC. Below are graphical depictions of various metrics disclosed above, specifically: four graphs showing the compensation actually paid for the PEO and Non-PEO NEOs versus cumulative TSR of the Company, net income, net sales and adjusted EBITDA, respectively, for the years 2021- 2025. Alphabetical references in the data legends on these charts refer to columns in Table 1 above. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Net Sales Compensation Actually Paid and Adjusted EBITDA
Director Compensation
Director Compensation The following table summarizes compensation paid to the non-management members of the Board for the year ended December 31, 2025.
Director Compensation
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) (1) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (f) | All Other Compen- sation ($) (g) | Total ($) (h) | | Marisol Angelini | 119,500 | 80,000 | — | — | — | — | 199,500 | | Scott D. Baskin | 177,500 | 40,000 | — | — | — | — | 217,500 | | Mark R. Bassett | 100,250 | 80,000 | — | — | — | — | 180,250 | | Steve Macicek | 107,500 | 80,000 | — | — | — | — | 187,500 | | Patrick E. Gottschalk | 107,500 | 80,000 | — | — | — | — | 187,500 | | Émer Gunter | 138,500 | 40,000 | — | — | — | — | 178,500 | | Keith M. Rosenbloom | 99,750 | 80,000 | — | — | — | — | 179,750 | | Tiu De Mino | 84,000 | 80,000 | — | — | — | — | 164,000 |
Director Compensation
Represents a grant of 17,621 shares of either common stock or deferred share units to each of the directors who received the full $80,000 of the annual grant, and a grant of 8,810 shares of common stock to those directors who received $40,000 of the annual grant. Under the non-management director compensation plan, directors who have accumulated four years' worth of stock grants may elect to receive one-half cash and one-half equity (i.e., $40,000 plus stock worth $40,000) in lieu of an equity award of $80,000. Further, Grant date values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair value was calculated based on the closing price of the Common Stock on the date of issuance. During 2025, compensation for non-management board members has been made as per the table set forth below: