ANDERSONS INC (ANDE)
Sector: Consumer Staples
2026 Annual Meeting Analysis
ANDERSONS INC · Meeting: May 7, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Krueger joined the board in 2024 and is exempt from the TSR performance trigger under the 24-month new-director rule; he has strong agribusiness credentials and no overboarding or attendance concerns.
Bowe has served since 2015 with over 40 years of agribusiness experience; the company's 3-year TSR of 71.3% far exceeds the peer group, no TSR underperformance trigger fires, and no overboarding or attendance issues are identified.
Anderson serves on one other public board (AES Corporation), is within the overboarding limit, has strong energy and governance experience, and the company's strong TSR during his tenure means no underperformance trigger applies.
Campbell has served since 2022 with 30 years of agribusiness experience at Louis Dreyfus and ADM; no overboarding, no attendance issues, and the company's strong TSR clears the performance threshold.
Douglas chairs the Compensation Committee and has relevant risk management and agribusiness insurance experience; no overboarding, no attendance issues, and the company's TSR outperforms peers during his tenure.
Hershberger chairs the Audit Committee and is a certified public accountant with over 30 years at Ernst & Young, meeting the financial expertise requirement; no overboarding or attendance flags, and TSR has been strong during her tenure since 2019.
Kilbane serves on two other public boards (Davey Tree and Interface), which is within the four-board overboarding limit; she has extensive corporate governance and legal experience and no TSR underperformance trigger applies.
King has served since 2005 with strong finance and banking expertise; no overboarding, attendance was confirmed at 75% or more, and the company's strong TSR during his long tenure clears the performance threshold at the applicable tier.
Oakland joined the board in August 2025 and is fully exempt from the TSR trigger under the 24-month new-director rule; he brings relevant food and agribusiness executive experience from TreeHouse Foods and Smucker's.
All nine nominees receive a FOR recommendation. The company's 3-year total shareholder return of 71.3% substantially outperforms both the sector ETF benchmark (+43.9 percentage points above XLP) and the proxy-disclosed compensation peer group, meaning no TSR underperformance trigger fires for any director. Krueger and Oakland are exempt from TSR review as recent appointees. No director shows overboarding, attendance failure, independence concerns on their assigned committees, or familial relationships with management.
Say on Pay
✓ FORCEO
William E. Krueger
Total Comp
$5,472,539
Prior Support
93%%
The company received 93% shareholder support on last year's pay vote, well above the 70% threshold that would require responsive action. The CEO's total compensation of approximately $5.5 million is reasonable for a CEO of a ~$2.4 billion market cap consumer-defensive company, and the pay structure is well-designed: 56% of the CEO's target compensation is performance-based through cash incentives tied to pre-tax income and return on invested capital, plus stock awards where 60% are performance stock awards measured against 3-year cumulative earnings-per-share goals with a total shareholder return modifier. The company's stock has returned 71.3% over three years, substantially outperforming peers, meaning above-target incentive payouts are supported by genuine shareholder value creation. A meaningful compensation clawback policy is in place consistent with SEC and Nasdaq requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
11 yrs
Audit Fees
$5,303,000
Non-Audit Fees
$288,500
Deloitte has served as auditor since 2015 (approximately 11 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax plus all other) total $263,500 against audit fees of $5,303,000, a ratio of about 5%, far below the 50% threshold. No material restatements are disclosed and Deloitte is a Big 4 firm appropriate for a company of this size and complexity. The audit committee proactively rotated the lead engagement partner for the 2025 audit year.
Overall Assessment
The 2026 Andersons annual meeting presents a clean ballot with three standard proposals and no shareholder-submitted proposals. All nine director nominees, the auditor ratification of Deloitte, and the executive compensation advisory vote receive FOR recommendations, supported by the company's strong 3-year total shareholder return of 71.3% which substantially outperforms both sector benchmarks and the proxy peer group, a well-structured pay program with majority performance-based compensation, and an auditor relationship that is appropriately tenured and independent.