Richard Parod
About Richard W. Parod
Richard W. Parod, age 71, is the Independent Chair of Alamo Group Inc.’s Board (appointed April 2024) and has served as a director since December 2017. He is the former President & CEO of Lindsay Corporation (2000–2017) and earlier led Toro Company’s Irrigation Division as VP & GM (1997–2000); more recently he served as CEO of AdeptAg (private) from early 2022 to October 2024 . The Board affirms his independence under NYSE standards and the Company’s guidelines . In 2024, the Board held five meetings and, other than a new director who joined in December, all incumbents (including Parod) had 100% attendance; all directors (other than the new director) attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lindsay Corporation | President & CEO; Director | Apr 2000 – Dec 2017 | Brought expertise in strategic planning, manufacturing, product development, sales/marketing, accounting, and public company governance |
| The Toro Company (Irrigation Division) | Vice President & General Manager | 1997 – 2000 | Executive operating leadership in irrigation equipment |
| AdeptAg (private) | Chief Executive Officer | Early 2022 – Oct 2024 | CEO of controlled-environment agriculture solutions provider |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Dragonfly Energy Holdings Corp. | Director | Since Oct 7, 2022 | Audit; Compensation |
| Raven Industries, Inc. (acquired by CNH Industrial N.V. in Nov 2021) | Director (former) | Through Nov 2021 | Not specified |
Board Governance
- Role and leadership: Independent Chair; CEO and Chair roles are separated (Parod chairs the Board; CEO leads management) .
- Committee assignments: As Independent Chair, Parod is not listed as a member of Audit, Compensation, or Nominating/Corporate Governance Committees in the 2025 nominee matrix .
- Committee composition and chairs (context): All committees comprise independent directors; Audit Committee chaired by Tracy C. Jokinen; Compensation Committee chaired by Robert P. Bauer (committee rosters shown for context) .
- Attendance and engagement: Board held 5 meetings in 2024; all incumbent directors (except a December 2024 appointee) had 100% attendance; policy expects attendance at the Annual Meeting, which all directors (except the late-joining appointee) met in 2024; independent directors hold executive sessions regularly, presided over by the Independent Chair or committee chairs .
- Independence: Board determined all directors other than the CEO are independent under NYSE and Company standards, including Parod .
- Ownership alignment: Director stock ownership guideline is 5x annual cash retainer; as of the record date, all directors met the requirement or are within the 5‑year transition period .
- Risk oversight and sustainability: Board oversees strategy and enterprise risks (operational, financial, legal, cybersecurity); Audit oversees financial/cyber; Compensation oversees pay risk; Nominating/Corporate Governance oversees governance and sustainability matters .
- Other governance practices (context): Regular independent executive sessions; annual Board/committee evaluations; peer reviews; director limit of 3 public boards; 100% independent committees; majority voting for directors; ownership requirements .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 | Standard director retainer |
| Additional retainer – Independent Board Chair | $80,000 | Applies to any independent director serving as Chair |
| Committee chair retainers | Audit Chair: $18,000; Compensation Chair: $13,000; Nominating/Corporate Governance Chair: $13,000 | Parod did not chair a committee; he is Board Chair |
| Director equity grant (RSAs) | Annual restricted stock award; 2024 grant to Parod valued at $125,111 | Grant date fair value; time-based vesting; see equity section below |
| 2024 total compensation – Parod | Cash fees: $160,000; Stock awards: $125,111; Total: $285,111; Options: $0 | 2024 non-employee director compensation table |
Performance Compensation
- Non-employee directors do not receive performance-based incentives; compensation is cash retainers plus time-based restricted stock (no options outstanding for directors as of year‑end 2024) .
- No director-specific performance metrics, bonuses, PSUs, or options are used for director pay .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company board(s) | Dragonfly Energy Holdings Corp. (Audit and Compensation Committees) |
| Prior public boards | Raven Industries, Inc. (through Nov 2021 acquisition by CNH Industrial N.V.) |
| Interlocks | Company discloses no Compensation Committee interlocks or insider participation; all Comp Committee members are independent; no executives served on each other’s boards/comp committees in a way that would create an interlock |
| Related-party transactions | None in fiscal 2024; the Company reports no related party transactions for directors/officers in 2024 |
Expertise & Qualifications
- Executive leadership and governance: strategic planning, manufacturing operations, product development, sales/marketing, accounting, and public company governance experience (drawn from Lindsay CEO tenure and prior roles) .
- Independent leadership: Serves as Independent Chair, presiding over Board agendas and meetings while CEO leads day-to-day operations .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Parod) | 8,167 shares (includes unvested restricted stock that votes/receives dividends) |
| Unvested restricted stock included | 645 shares included in beneficial ownership that vote/receive dividends |
| Ownership as % of outstanding | <1% (Company denotes “*” for less than 1% for each director) |
| Shares outstanding (for context) | 12,063,468 shares outstanding as of Feb 21, 2025 |
| Director RS outstanding at 12/31/24 | Each non-employee director had 645 RS shares outstanding at 12/31/24 (except Ms. Haley 259; Mr. Householder 774) |
| Hedging/pledging | Company policy prohibits directors and executive officers from hedging or pledging Company stock |
| Ownership guidelines | Outside directors must hold Company stock worth 5x annual cash retainer; all directors have met or are within the 5‑year compliance window |
Governance Assessment
- Board leadership and independence: Independent Chair structure with Parod as Chair; all committees comprise independent directors; Parod is not on Board committees, consistent with independent Board leadership .
- Attendance and engagement: 100% attendance by incumbents (including Parod) in 2024; Board met 5 times; regular independent executive sessions .
- Shareholder alignment safeguards: Director ownership requirements; prohibitions on hedging/pledging; majority voting; annual evaluations; limit of 3 public boards; active shareholder engagement program .
- Pay alignment signals (context): No related party transactions in 2024; Compensation Committee interlocks not present; company’s say‑on‑pay support was ~99% in 2024, indicating broad shareholder support for compensation governance (Board-level oversight), though this vote pertains to executive pay .
RED FLAGS
- None disclosed: No related-party transactions for directors in 2024; policy prohibits hedging/pledging; no Compensation Committee interlocks disclosed .