Gary Douglas
AndersonsAbout Gary A. Douglas
Gary A. Douglas, 64, has served as an independent director of The Andersons, Inc. since 2021. He brings more than 20 years of senior management experience across U.S. markets with expertise in risk management, strategic planning, and operational effectiveness. His background includes the Executive Leadership Program at the Wharton School of Business and an MBA with an emphasis in finance . He is confirmed independent under Nasdaq standards; all directors other than the Executive Chair and CEO are independent .
Past Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Nationwide National Partners | President | Mar 2013 – Sep 2022 | Senior leadership across U.S. markets; risk management and strategic planning emphasis |
| Nationwide Agribusiness | President & COO | 2007 – 2013 | Operational effectiveness and strategic planning in agribusiness-focused insurance |
| Nationwide Mutual Insurance Company | Regional Vice President | 2005 – 2007 | Regional P&L leadership and operations |
| Education/Programs | Executive Leadership Program (Wharton); MBA (Finance emphasis) | — | Governance-relevant training and financial acumen |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| Executive Leadership Council | Member | Since 2011 | Senior leadership network membership |
| National Urban League | Development Committee | Prior service | Civic/NGO governance exposure |
| National Association of Mutual Insurance Companies (NAMIC) | Governance Committee | Prior service | Insurance industry governance |
| African American Leadership Academy | Sustainability Committee | Prior service | ESG/sustainability exposure |
Board Governance
- Committee assignments (effective Dec 31, 2024): Chair, Compensation and Leadership Development Committee; Member, Audit Committee .
- Independence: Board majority independent; all committee members are independent; Douglas is independent .
- Attendance: Board held six regular meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session at each Board meeting .
- Skills: Matrix indicates strengths in general management, finance & M&A, sales & marketing, human resources, risk management, business operations, and agribusiness .
| Committee | Role | 2024 Meetings (for context) |
|---|---|---|
| Compensation & Leadership Development | Chair | 3 meetings |
| Audit | Member | 6 meetings |
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual Director Retainer | $80,000 | Paid quarterly; may elect cash or common shares |
| Committee Chair Retainer (pre–Aug 13, 2024) | Audit $15,000; Compensation $12,750; Other $10,000 | Paid quarterly |
| Committee Chair Retainer (beginning Aug 13, 2024) | Audit $25,000; Compensation $20,000; Other $15,000 | Paid quarterly |
| Committee Member Retainer | Audit $10,000; Compensation $7,500; Other $5,000 | Paid annually |
| Lead Director Retainer | $20,000 (increased from $15,000 on Aug 13, 2024) | Paid quarterly |
| Meeting Fees | None | No per-meeting fees; retainers paid quarterly |
| 2024 Director Compensation (Douglas) | Amount |
|---|---|
| Fees earned or paid in cash | $108,875 |
| Stock awards (grant-date fair value) | $119,970 |
| Total | $228,845 |
Performance Compensation
| Equity Program Term (Directors, 2024) | Detail |
|---|---|
| Annual equity grant value | $130,000 RSUs (fully vest after one year) |
| Grant date (2024) and pricing | May 9, 2024; $52.85 per share closing price for grant valuation |
| Dividend equivalent RSUs (valuation reference) | Valued at $51.45 (day prior to issuance) |
| Vesting | One-year cliff vesting from grant date |
| Outstanding RSUs at 12/31/2024 (Douglas) | 5,413 units |
| Deferral elections | Douglas elected to defer distribution of his 2023 RSUs until retirement from the Board |
| Performance conditions | None for director RSUs (time-based vesting) |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (Douglas) | None disclosed in proxy biography |
| Compensation Committee interlocks (Company disclosure) | None; no interlocking relationships disclosed |
Expertise & Qualifications
- Over two decades of senior management leadership; focus on risk management, strategic planning, operational effectiveness .
- Financial and governance training: Wharton Executive Leadership Program; MBA (Finance emphasis) .
- Skills matrix credits across general management, finance & M&A, HR, sales/marketing, risk, business ops, agribusiness .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned common shares (as of Feb 28, 2025) | 8,841 shares; less than 1% of outstanding |
| Outstanding RSUs (as of Dec 31, 2024) | 5,413 units |
- Stock ownership and retention policy: Directors targeted at 5x annual retainer; officers/directors must retain at least 75% of net shares until guideline met .
- Hedging and pledging of company stock: Prohibited for officers and directors .
Governance Assessment
- Committee leadership and financial oversight: Chairing the Compensation Committee and serving on the Audit Committee positions Douglas at the center of pay-for-performance design and financial reporting oversight, with committees composed entirely of independent directors and appropriate meeting cadence (3 for Compensation; 6 for Audit) .
- Independence and engagement: Independent under Nasdaq standards; attended at least 75% of Board/committee meetings; Board holds executive sessions of independent directors at every meeting—favorable engagement signals .
- Pay alignment and ownership: Director pay mix balances cash and equity; 2024 stock grant vests in one year and Douglas elected to defer a prior RSU grant to retirement, reinforcing longer-horizon alignment. Ownership guidelines (5x retainer) and no hedging/pledging further support alignment .
- Conflicts and related-party transactions: Company reports no related person transactions for 2024; Compensation Committee interlocks not present—low conflict risk .
- Shareholder sentiment: Say-on-pay approval was 98% in 2024, indicating strong investor support for compensation governance (context for his Comp Committee leadership) .
RED FLAGS: None identified in the 2025 proxy regarding Douglas. No related-party transactions, no interlocks, and attendance thresholds met. Notable mid-2024 increases to committee chair retainers were approved broadly (Audit to $25k; Compensation to $20k), but this applies to all chairs and is disclosed; not specific to Douglas .