Henry Slack
About Henry Slack
Henry R. Slack (age 74) has been an independent director of Alico, Inc. since November 2013 and previously served as Executive Chairman from December 31, 2016 to June 30, 2019 . He holds a B.A. in History from Princeton University and has spent the majority of his career in natural resources and capital markets leadership roles . In FY2024, the Board met five times and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alico, Inc. | Executive Chairman | Dec 31, 2016 – Jun 30, 2019 | Board leadership during transition period |
| Terra Industries | Chairman | 2001 – 2010 | Oversaw public fertilizer company until its acquisition |
| Minorco SA | Chief Executive Officer | 1991 – 1999 | Led international mining company until merger with Anglo American |
| Anglo American Corporation | Director; Executive Committee member | 1981 – 1999 | Global mining finance oversight |
| Salomon Brothers Inc. | Director | 1982 – 1988 | Capital markets oversight |
| SABMiller plc | Director | 1998 – 2002 | Governance at global brewer |
| Engelhard Corporation | Director | >20 years, until 2006 | Board through sale in 2006 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Castleton Commodities | Director; Chairman | Director since 2013; Chairman since 2022 | Global energy commodities/infrastructure investor |
| W.R. Grace & Co. | Director | Since 2019 | Specialty chemicals/materials; board role since 2019 |
| Quarterwatch LLC | Managing Director | N/A | Investment/management role |
| E. Oppenheimer & Son International Ltd. | Director | Many years | Family investment holding company |
Board Governance
- Independence: Slack is classified as independent under Nasdaq rules; Board holds at least two independent director executive sessions per year and met this requirement in FY2024 .
- Committees (FY2024): Nominating & Governance Committee member; not on Audit, Compensation, or Sustainability committees .
- Meeting cadence (FY2024): Board (5); Audit (4); Compensation (1); Nominating & Governance (2); Sustainability (1) .
- 2024 Director election support (signal): Slack received 2,953,425 “For” and 1,298,073 “Against” votes—meaningfully lower support than other nominees such as W.A. Krusen, Jr. (4,177,496 For / 73,496 Against) and J.E. Kiernan (4,165,797 For / 85,749 Against) .
Fixed Compensation
| Component | Amount/Terms | FY2024 Actual (Slack) |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Committee chair fees | $5,000 (standing committee chairs); Audit Chair $10,000; Board Chair $50,000 (waived by current Chair) | N/A to Slack (not a chair) |
| Meeting fees | None | N/A |
| Equity election | Directors may elect shares in lieu of cash on a quarterly basis | Program in place; disclosure notes 18,188 shares were granted in lieu of cash fees to each director in 2024, fully vested |
Note: The director compensation program permits taking equity in lieu of cash; fiscal 2024 disclosure states 18,188 shares were granted in lieu of cash fees to each director, with all awards vested on grant .
Performance Compensation
- No performance-based director compensation or meeting fees are disclosed for non-employee directors; compensation is retainer-based with an optional equity election in lieu of cash .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock with Alico |
|---|---|---|---|
| Castleton Commodities | Energy commodities/infrastructure | Director; Chairman since 2022 | None disclosed |
| W.R. Grace & Co. | Chemicals/materials | Director since 2019 | None disclosed |
| E. Oppenheimer & Son International Ltd. | Investment holding | Director | None disclosed |
No related-party transactions involving Slack or his affiliated entities were disclosed in the latest proxy; the only related-party transaction disclosed was a land lease/option and subsequent sale with the CEO, approved via independent director process .
Expertise & Qualifications
- Core credentials: Decades in mining/natural resources leadership, corporate governance, M&A, finance/capital markets, and international operations; Princeton B.A. in History .
- Board skills matrix shows strong coverage across governance, finance/capital allocation, M&A, strategy, and risk management across directors; Slack’s biography emphasizes natural resources and capital markets leadership .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Henry R. Slack (beneficial owner) | 159,258 | 2.1% | Includes indirect holdings described below |
| – Rinyami, LLC | 128,571 | — | Slack is Managing Member; disclaims beneficial ownership except to pecuniary interest |
| – Montac Trust | 1,820 | — | Slack is a beneficiary; disclaimer as above |
| – Two family trusts | 1,000 | — | Beneficiaries are family members; disclaimer as above |
- Anti-hedging: Company policy prohibits hedging/derivative transactions by directors and entities they control .
- Pledging: No pledging of Slack’s shares is disclosed in the proxy .
- Ownership guidelines: Directors must hold ≥$200,000 of Alico stock; all directors met the guideline throughout FY2024 .
Insider Trades and Filings
| Date | Filing/Item | Summary |
|---|---|---|
| Aug 25, 2025 | Form 144/A | Amended notice updating shares sold and holdings; states Slack directly held the shares after the dissolution of Rinyami, LLC; signed by CFO as attorney-in-fact . |
| FY2019 | Section 16(a) compliance note | One late Form 4 was reported for Slack within fiscal 2019 among broader late-filing disclosures for that year . |
| FY2024 | Section 16(a) compliance | Company reported timely compliance for directors and officers in FY2024 (except one late Form 3 for an executive, not Slack) . |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: Votes For 3,644,551; Against 165,132; Abstain 447,218; Broker non-votes 1,672,186 .
- Company’s assessment: 2024 Say-on-Pay support approximately 60% when broker non-votes are treated as “against” per bylaws, and approximately 90% when broker non-votes are excluded; Compensation Committee reviewed feedback and will continue to evaluate program design .
Compensation Committee Analysis
- Members (FY2024): Toby K. Purse (Chair), Katherine R. English, W. Andrew Krusen, Jr.; all independent; the committee met once in FY2024 .
- Consultant: Semler Brossy has served as independent advisor; no engagement for executive pay changes in FY2024 (no material changes); prior independence assessments found no conflicts .
- Interlocks: None reported .
Governance Assessment
-
Positive indicators:
- Independent director with deep natural resources and capital markets experience; long-tenured but independent status affirmed .
- Ownership alignment: 2.1% beneficial stake with director ownership guideline compliance; anti-hedging policy in place; no pledging disclosed .
- Committee work: Nominating & Governance member during a period of strategy transition; independent committee structures with clear charters and regular meetings .
-
Risk indicators / RED FLAGS:
- Notably lower shareholder support in 2024 director election vs peers (2.95M For / 1.30M Against for Slack vs ~4.17M For / ~0.07–0.09M Against for others), signaling potential investor concerns about tenure, background, or alignment amid strategic shifts .
- Historical late Form 4 (2019) noted as part of broader reporting delays that year; no recent issues disclosed .
- External chairmanship (Castleton Commodities) and other boards increase time commitments; no related-party conflicts disclosed with Alico, but ongoing monitoring is warranted .
-
Engagement/attendance:
- Each director met at least 75% attendance threshold in FY2024 and attended the annual meeting; independent-only sessions held at least twice during the year .
-
Director pay structure:
- Fixed retainer with optional equity election; no performance-linked director pay; FY2024 disclosure indicates shares granted in lieu of cash to each director, fully vested—aligns interests but provides limited performance conditioning .
Overall, Slack’s independence, sector expertise, and substantial ownership support alignment, but the meaningful 2024 opposition vote suggests some shareholder skepticism; increased engagement on board refreshment, role focus, and the company’s strategic transformation may be prudent .