Catherine Kilbane
AndersonsAbout Catherine M. Kilbane
Independent director since 2007; age 61. Former Senior Vice President, General Counsel and Secretary at The Sherwin-Williams Company (2013–July 2017) and American Greetings Corporation (2003–2012); previously a partner at Baker & Hostetler LLP . She is an experienced public company director and attorney with extensive corporate law expertise (governance, M&A, securities/compliance, environmental, HR) and public company regulatory experience; co-chairs the Audit & Conflict of Interest Committee at Cleveland Clinic .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Senior Vice President, General Counsel & Secretary | 2013–July 2017 | Led legal and regulatory functions; public company regulatory expertise |
| American Greetings Corporation | Senior Vice President, General Counsel & Secretary | 2003–2012 | Corporate governance, securities compliance, M&A |
| Baker & Hostetler LLP | Partner | Not disclosed (prior to 2003) | Corporate law experience spanning governance, M&A, joint ventures, securities |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Interface, Inc. | Director | 2018 | Public company board experience |
| The Davey Tree Expert Company | Director | 2018 | Public/private board experience |
| Cleveland Clinic Foundation | Trustee | 2015 | Health system governance |
| Cleveland Clinic | Board of Directors; Co-Chair, Audit & Conflict of Interest Committee | 2019 | Audit leadership; conflict oversight |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Audit Committee member; Chair of Governance/Nominating Committee |
| Independence | Board majority independent; all Audit, Compensation, Finance, and Governance/Nominating committees entirely independent; all nominees except Executive Chair (Patrick E. Bowe) and CEO (William E. Krueger) determined independent |
| Attendance | Board held six regular meetings in 2024; each director attended ≥75% of Board/committee meetings; all standing for reelection attended the 2024 annual meeting |
| Lead Independent Director | Gerard M. Anderson (elected May 2024) |
| Executive sessions | Independent directors meet in executive session at each Board meeting |
| Charters & guidelines | Committee charters and Corporate Governance Guidelines available on company website |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Fees earned or paid in cash | $110,000 | Includes base retainer and committee chair/member retainers |
| Stock awards | $122,275 | RSUs granted May 9, 2024; valued at $52.85/share; dividend equivalent shares valued at $51.45/share |
| Total | $232,275 | — |
| Program rates (directors) | Annual cash retainer: $80,000; Committee chair retainers increased Aug 13, 2024: Audit $25,000, Compensation $20,000, others $15,000; Committee member retainers: Audit $10,000, Compensation $7,500, others $5,000; Annual equity grant: $130,000 RSUs (one-year vest) |
Performance Compensation
| Component | Performance Metric | Target/Threshold | Vesting |
|---|---|---|---|
| Director RSUs (2024 grant) | None (time-based) | N/A | Fully vests after one year from grant date |
Directors do not receive performance-based equity (no PSUs/options); equity is delivered as time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Company/Organization | Relationship to ANDE | Potential Interlock Risk |
|---|---|---|
| Interface, Inc.; Davey Tree; Cleveland Clinic | No disclosed related-party transactions in 2024 | None disclosed; Audit Committee reviews related-party transactions annually |
Expertise & Qualifications
- Fourteen years as Secretary and General Counsel at two large public companies; experienced public company director .
- Corporate law expertise across governance, M&A, joint ventures, securities/compliance, real estate, environmental, and HR .
- Audit and risk oversight experience via Audit Committee membership at ANDE and co-chair role at Cleveland Clinic .
- Board skills matrix flags strengths in risk management and general management among the Board’s competencies; she is marked for “Other Public Company Board Experience” .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 47,704 shares |
| % of shares outstanding | ~0.14% (47,704 ÷ 34,187,806) |
| Outstanding director RSUs | 2,270 units at 12/31/2024 |
| Hedging/pledging | Prohibited for officers and directors |
| Director stock ownership guideline | 5× annual retainer |
| Compliance status vs guideline | Not disclosed |
Governance Assessment
- Strengths: Independent director with deep corporate governance and legal credentials; chairs Governance/Nominating and serves on Audit—enhancing board effectiveness and oversight . Attendance met policy thresholds; independent executive sessions held each meeting; governance documents and committee charters publicly available—supports transparency .
- Incentive alignment: Director pay mix balanced between cash ($110k) and equity ($122k) with one-year RSU vesting; director ownership guidelines (5× retainer) and share retention requirements for officers indicate alignment culture; hedging/pledging prohibited .
- Shareholder confidence signals: 2024 say-on-pay approved by 98% of votes, indicating strong support for compensation governance; robust clawback policy, minimum vesting, no single-trigger vesting, and no option repricing further strengthen governance posture .
- Conflicts/Related-party exposure: No related person transactions in 2024; Audit Committee annually reviews such matters . No disclosed pledging; insider trading policies in place .
- Considerations: Long tenure (director since 2007) is notable from a governance perspective; however, independence is affirmed under Nasdaq standards and committee composition remains fully independent .