Brian Valentine
AndersonsAbout Brian Valentine
Brian A. Valentine is Executive Vice President and Chief Financial Officer of The Andersons, Inc. (ANDE). He has served as EVP & CFO since 2020, previously as Senior Vice President & CFO from 2018; he earlier was Corporate Vice President and Chief Financial Officer at The Lubrizol Corporation (role assumed in 2011) . As of February 28, 2025, he is 55 years old . Compensation is closely linked to Company performance, with annual incentive metrics based 67% on Company pretax income and 33% on Company ROIC; his AIP payout was 115% of target in 2024 ($573,379 vs $497,250 target) and 172% of target in 2023 ($855,000 vs $497,250) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Andersons, Inc. | Executive Vice President & Chief Financial Officer | 2020–present | — |
| The Andersons, Inc. | Senior Vice President & Chief Financial Officer | 2018–2020 | — |
| The Lubrizol Corporation | Corporate Vice President & Chief Financial Officer | 2011 (assumed role) | — |
External Roles
- No current public-company board roles or external directorships disclosed for Valentine in the proxy’s executive officer section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $583,077 | $585,000 | $585,000 |
| Target Bonus (% of Salary) | — | 85% | 85% |
| AIP Payout ($) | $990,000 | $855,000 | $573,379 |
| Stock Awards – Grant Date Fair Value ($) | $893,339 | $882,307 | $772,171 |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | $96,941 | $230,236 | $238,506 |
| Total Compensation ($) | $2,563,357 | $2,552,543 | $2,169,056 |
Performance Compensation
- Annual Incentive Plan (AIP) design: 67% Company pretax income, 33% Company ROIC for Valentine .
- 2024 AIP targets: Pretax Income threshold at 43% of target, maximum ≈143% of target; ROIC target set at planned ROIC (106% for total Company) with threshold at 71% and maximum at 118% for total Company .
- AIP discretionary modifier: CEO could recommend -10% to 0% for NEOs in 2024, subject to Compensation Committee approval .
| AIP Detail (Valentine) | 2023 | 2024 |
|---|---|---|
| Target as % of Salary | 85% | 85% |
| Target ($) | $497,250 | $497,250 |
| Payout ($) | $855,000 | $573,379 |
| Payout (% of Target) | 172% | 115% |
- Long-term incentives (LTI) mix: 2024 grants are 60% PSUs and 40% RSUs; Valentine’s 2024 LTI target value equals 120% of salary ($702,000) . PSUs vest based on cumulative adjusted diluted EPS over three years with a ±20% TSR peer-group modifier; RSUs vest one-third annually starting March 1 following the grant year .
| 2024 Equity Awards (Valentine) | Grant Date | Threshold (#) | Target (#) | Maximum (#) | RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 3/1/2024 | 1,586 | 7,928 | 15,856 | — | $479,010 |
| Restricted Stock Units (RSUs) | 3/1/2024 | — | — | — | 5,286 | $293,162 |
- 2024 vesting outcomes: Shares acquired on vesting were 32,697 for Valentine; value realized was $1,757,017 (comprised of 2021 PSUs and 2022/2023 RSUs plus dividend equivalents) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 83,489 Common Shares; less than 1% of outstanding |
| Outstanding RSUs (Unvested) | 5,286 units; market value $214,189 at $40.52 closing price on 12/31/2024 |
| Outstanding PSUs (Unearned) | 15,856 units at Maximum; market/payout value $642,485 at $40.52 closing price |
| Options | No stock options outstanding or exercised in 2024 |
| Ownership Guidelines | CFO must hold 3x salary; officers must retain at least 75% of net shares until guideline met; hedging and pledging prohibited |
Employment Terms
| Scenario (as of Dec 31, 2024) | Salary Cash Severance | Bonus Cash Severance | Health Benefits | Outplacement | Cash Value (non-CIC) | Additional Severance for CIC | Cash Value if CIC |
|---|---|---|---|---|---|---|---|
| Brian A. Valentine | $585,000 | $497,250 | $19,741 | $9,000 | $1,110,991 | $2,129,740 | $3,240,731 |
- General severance policy: Qualifying terminations without CIC provide cash severance equal to one year of salary and target bonus; with CIC, two years of salary and target bonus; PSUs accelerate at target per grant agreements; 2019 Plan does not permit automatic single-trigger vesting .
- Non-compete and non-solicit: One year post-termination without cause, extended to two years if following a change in control; confidentiality obligations apply .
Deferred Compensation and Perquisites (2024)
| Item | Amount ($) |
|---|---|
| DCP Company Match | $77,701 |
| 401(k) Performance Contribution | $78,750 |
| 401(k) Company Match | $13,800 |
| Dividend Equivalents | $63,470 |
| Insurance Premiums | $3,116 |
| Other | $1,669 |
| DCP Aggregate Balance (12/31/2024) | $265,401 |
| DCP Aggregate Earnings (2024) | $21,513 |
| Company Contributions to DCP (2024) | $77,701 |
Governance, Committee, and Say-on-Pay
- Compensation Committee: Independent; no interlocks; 2024 committee members were Gary Douglas (chair), Steve Campbell, Robert J. King, Jr., Ross Manire .
- Say-on-Pay: 98% approval at 2024 Annual Meeting; no material changes made in direct response .
- Clawback policy: Recoupment of erroneously awarded incentive-based compensation upon required accounting restatement per SEC/Nasdaq rules .
- Equity plan protections: No automatic single-trigger vesting, no option repricing without shareholder approval, minimum one-year vesting, no excise tax gross-ups for CIC .
Investment Implications
- Pay-for-performance alignment: AIP is formulaic on pretax income and ROIC with reasonable thresholds and caps; Valentine’s payouts moved from 172% of target in 2023 to 115% in 2024, evidencing sensitivity to performance momentum .
- Retention and selling pressure: RSUs vest one-third annually beginning March 1 after grant and PSUs vest after three-year periods (with TSR-modified EPS targets), creating predictable vesting events that can drive withholding-related sales or liquidity needs; 2024 vesting for Valentine totaled 32,697 shares and $1.76M value realized .
- Alignment safeguards: Strict stock ownership guidelines (3x salary for CFO), 75% net share retention until compliance, and prohibitions on hedging/pledging reduce misalignment risk and signal governance quality .
- Change-of-control economics: Two-year salary and target bonus cash severance with additional benefits and target acceleration of PSUs, but no single-trigger vesting, balancing retention with shareholder protection .
- Total pay mix: 2024 LTI weighted 60% PSUs and 40% RSUs and a stable LTI target (120% of salary) indicates continued emphasis on long-term EPS and TSR, with slightly higher at-risk equity tilt vs. 2023’s 50/50 mix for executives (excluding CEO and then-COO) .