Andrew Krusen Jr.
About W. Andrew Krusen, Jr.
W. Andrew Krusen, Jr. (age 76) has served as an independent director of Alico, Inc. since November 2013. He chairs the Audit Committee (audit committee financial expert) and serves on the Compensation Committee. His background spans business leadership, finance and capital markets, and real estate; he holds a B.A. in Geology from Princeton University. Independence is affirmed under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominion Financial Group, Inc. | Non–Executive Chairman | Since May 1983 | Merchant banking; leadership in natural resources/communications/manufacturing/distribution sectors |
| Krusen–Douglas, LLC | Managing Member | Since Jan 2001 | Large landowner in Tampa area; real estate expertise |
| Florida Capital Group, Inc. | Chairman & Director | Current | Bank holding company oversight; chairs board |
| Florida Capital Bank, N.A. | Director & Chairman | Current | Banking governance/oversight |
| Exactech, Inc. (public until Feb 2018) | Director | Jun 2014–Feb 2018 | Public company board experience |
| Beall’s, Inc. | Director (prior) | N/A | Retail governance (private company) |
| Tampa Museum of Science & Industry | Chairman (prior) | N/A | Non-profit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Presidents’ Organization | Member | Current | Executive network |
| Society of International Business Fellows | Member | Current | Global business network |
| Young Presidents’ Organization | Former Member | Prior | Executive network |
Board Governance
- Independence: Board determined Mr. Krusen is independent under Nasdaq rules .
- Committee assignments (FY2024):
- Audit Committee: Chair; members are Krusen, Fishman, Purse, Putnam; Audit Committee met 4 times; he is the Board-designated audit committee financial expert .
- Compensation Committee: Member; committee met once .
- Nominating & Governance: Not a member; committee met twice .
- Sustainability & Corporate Responsibility: Not a member; committee met once .
- Attendance: The Board met 5 times in FY2024; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Years of service: Director since November 2013 .
Fixed Compensation (Director)
| Item | FY2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Standard director cash retainer |
| Audit Committee Chair fee | $10,000 | Audit Chair premium |
| Committee member fees | $0 | No fees for non-chair membership |
| Meeting fees | $0 | No per-meeting fees |
| Total FY2024 director cash fees | $85,000 | As reported for W. A. Krusen, Jr. |
- Elective equity in lieu of cash: Directors may elect to receive quarterly shares for retainers/fees; for 2024, 18,188 shares were granted in lieu of cash fees to each director, fully vested on grant .
Performance Compensation (Director)
| Category | Structure | Metrics/Terms |
|---|---|---|
| Equity grants (director) | Directors can elect to receive fully-vested common stock in lieu of cash retainers, granted quarterly | No performance metrics; immediate vesting; 2015 Plan prohibits option repricing without shareholder approval; double-trigger vesting for Replacement Awards on CIC; clawback policy in place . |
Other Directorships & Interlocks
| Company/Entity | Ticker/Status | Role | Tenure/Notes |
|---|---|---|---|
| Florida Capital Group, Inc. | Private | Chairman & Director | Current |
| Florida Capital Bank, N.A. | Private | Chairman & Director | Current |
| Dominion Financial Group, Inc. | Private | Non–Executive Chairman | Since 1983 |
| Krusen–Douglas, LLC | Private | Managing Member | Since 2001 |
| Exactech, Inc. | Formerly public | Director | 2014–2018 |
| Beall’s, Inc. | Private | Director (prior) | N/A |
- Compensation Committee Interlocks: None; current Compensation Committee members (including Mr. Krusen) are independent and no interlocking relationships disclosed .
Expertise & Qualifications
- Audit and finance: Audit Committee Chair; “audit committee financial expert” designation; extensive finance and capital markets background .
- Real estate and land management: Managing member of a major Tampa landholding entity; significant real estate experience .
- Leadership and governance: Decades of board/leadership roles across financial services and private companies .
- Education: B.A., Princeton University (Geology) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Nature of Ownership / Notes |
|---|---|---|---|
| W. Andrew Krusen, Jr. | 80,973 | 1.1% | Includes 40,000 shares held by WIT Ventures, LTD; Dominion Financial Group, Inc. is managing GP of WIT; Mr. Krusen is Non-Executive Chairman of DFG and a DFG shareholder; he has no investment authority at WIT/DFG and disclaims beneficial ownership except to extent of pecuniary interest . |
| Director stock ownership guideline | $200,000 minimum | N/A | Company states all directors met the guideline throughout FY2024 . |
| Hedging/Pledging | Hedging prohibited | N/A | Insider Trading Compliance Policy prohibits hedging transactions; no pledging disclosure noted . |
| Section 16 compliance | In compliance | N/A | Company reports timely compliance by directors/officers in FY2024 (one late Form 3 was for an executive, not a director) . |
Governance Assessment
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Strengths
- Independent director with >10 years of service; designated Audit Committee financial expert and current Audit Chair, providing robust financial oversight .
- Independence affirmatively determined; no related-party transactions disclosed involving Mr. Krusen in FY2024; related-party transaction review administered by Audit Committee .
- Ownership alignment supported by director stock ownership policy (all directors in compliance); elective stock in lieu of cash retainers available (shares granted in 2024), plus anti-hedging policy .
- Equity plan governance features: option repricing prohibition without shareholder approval; double-trigger CIC protection via Replacement Awards; company-wide clawback policy .
-
Watch items / potential risk indicators
- Tenure since 2013 may be viewed by some investors as extended; continued independence is affirmed but merits ongoing Board refreshment consideration .
- Attendance disclosure is aggregate (>=75% threshold) rather than individual percentages; continued monitoring of engagement levels advisable .
- External leadership roles in banking and land ownership (Florida Capital Group/Bank; Krusen–Douglas) increase related-party exposure potential; however, no such transactions were disclosed for FY2024 and the company maintains a formal related-party review policy .
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Contextual note
- Shareholder support on Say-on-Pay at the 2024 Annual Meeting was 60% when broker non-votes counted as against per bylaws; excluding broker non-votes, support was ~90%. While this pertains to executive pay, it reflects broader investor sentiment to monitor .