Gerard Anderson
AndersonsAbout Gerard M. Anderson
Gerard M. Anderson (age 66) is an independent director of The Andersons, Inc. and has served on the Board since 2008; he was elected Lead Independent Director in May 2024. Anderson is the former Chairman and CEO of DTE Energy, currently serves as a director of The AES Corporation, and is a Senior Adviser to ArcLight Capital; he holds an MBA and MPP, with an undergraduate degree in civil engineering, and previously worked at McKinsey & Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DTE Energy | Chairman & CEO (2014–2019); Executive Chairman (2019–2022); President & COO (2005–2010); joined Detroit Edison in 1993 | 1993–2022 | Led a large regulated energy company; extensive industry and risk management experience |
| McKinsey & Company | Consultant | N/A | Strategy/operations experience prior to joining DTE |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The AES Corporation | Director | Since 2023 | Public company directorship |
| ArcLight Capital | Senior Adviser | N/A | Energy-focused private equity firm |
Board Governance
- Independence and leadership: The Board determined all nominees except the Executive Chairman (Patrick Bowe) and the CEO (William Krueger) are independent; Anderson is independent and was elected Lead Director in May 2024. As Lead Director, he chairs independent director sessions, approves Board agendas/information, can call independent sessions, and acts as a counterweight to the Chair/CEO .
- Committee assignments (as of Dec 31, 2024): Member, Governance/Nominating and Finance Committees; not a chair (committee chairs: Audit – Pamela S. Hershberger; Compensation – Gary A. Douglas; Governance/Nominating – Catherine M. Kilbane; Finance – Robert J. King, Jr.) .
- Meetings and attendance: The Board held six regular meetings in 2024; each director attended at least 75% of Board/Committee meetings during their service period .
- Committee activity context (2024): Audit met 6x, Compensation 3x, Finance 3x, Governance/Nominating 2x .
- Risk oversight: Board delegates specific risks to committees; Audit also oversees cybersecurity program; Governance/Nominating oversees ethics and ESG; Anderson contributes via Finance and Governance/Nominating roles .
- Shareholder support signals:
- 2025 Director election votes for Gerard M. Anderson: For 27,058,805; Withheld 829,064; Broker Non-Vote 3,471,910 .
- 2025 Say-on-Pay outcome: For 25,950,960; Against 1,854,207; Abstained 82,702; Broker Non-Vote 3,471,910 (approved) .
- 2024 Say-on-Pay result: Approved by 98% of votes cast; no material plan changes in response .
Fixed Compensation (Director Program; 2024)
- Cash retainer: $80,000 annually for non-employee directors; paid quarterly .
- Committee retainers: Members—Audit $10,000; Compensation $7,500; other committees $5,000 annually .
- Chair retainers: Until Aug 13, 2024: Audit $15,000; Compensation $12,750; other committees $10,000; Lead Director $15,000; Board Chair $70,000. Effective Aug 13, 2024: Audit $25,000; Compensation $20,000; other committees $15,000; Lead Director $20,000 .
- Meeting fees: None; directors are not paid per-meeting .
| Director (2024) | Fees earned or paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| Gerard M. Anderson | 102,500 | 122,275 | 224,775 |
Additional details:
- RSU grant date May 9, 2024; grant valued at $52.85 per share (close); RSU dividend equivalents valued using $51.45 (close day prior) .
- Annual equity grant value targeted at $130,000 for 2024; RSUs fully vest one year from grant; prorated grants for mid-year appointees .
Performance Compensation (Director Equity; metrics and vesting)
- Structure: Annual RSUs with time-based vesting (1-year); no performance metric linkage disclosed for director equity .
- Hedging/pledging: Prohibited for officers and directors .
| Award Type | Grant date | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| RSUs | May 9, 2024 | 100% after 1 year | None disclosed (time-based only) | Dividend equivalent RSUs granted; values per disclosed closing prices |
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict Relevance |
|---|---|---|
| The AES Corporation (public) | Director (since 2023) | Energy sector; no ANDE related-party transactions disclosed for 2024 |
| DTE Energy (public, prior) | Director 2010–2022 | Historical role; not current |
There were no related person transactions for the year ended Dec 31, 2024 (per Item 404 policy oversight by Audit Committee) .
Expertise & Qualifications
- Energy industry leadership; former Chairman/CEO of DTE Energy; director at AES; private equity advisory experience (ArcLight) .
- Advanced education: MBA and MPP; undergraduate civil engineering; prior McKinsey consulting experience .
- Board skill matrix indicates strengths in General Management, Finance/M&A, Sales/Marketing, HR, C-Suite experience, Risk Management, and Business Operations .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Common Shares | Notes |
|---|---|---|---|
| Gerard M. Anderson | 354,728 | 1.0% | Includes 316,497 shares held by trust |
| Outstanding Restricted Stock Units (12/31/2024) | Count |
|---|---|
| Gerard M. Anderson RSUs outstanding | 2,270 |
Policies and alignment:
- Director stock ownership guideline: 5x annual retainer; officers and directors must retain at least 75% of net shares from awards until guideline met .
- Hedging/pledging prohibited for officers and directors .
- Section 16(a) reporting: Administrative error led to a late Form 4 for Anderson related to a dividend reinvestment .
Governance Assessment
- Positive indicators:
- Strong shareholder support: Anderson re-elected with 27.06M “For” votes in 2025; Say-on-Pay continues to pass with comfortable margins (98% approval in 2024; approved again in 2025) .
- Independence and leadership: Serves as Lead Independent Director; Board majority independent; frequent executive sessions; robust committee charters and risk oversight, including cybersecurity .
- Alignment: Meaningful beneficial ownership (1.0%); ownership guideline (5x retainer) and share retention requirements enhance alignment; hedging/pledging prohibited .
- No related-party transactions in 2024; no option repricing; clawback policy adopted; minimum vesting standards; no excise tax gross-ups .
- Watch items:
- Minor admin lapse: Late Form 4 filing related to dividend reinvestment; appears procedural rather than substantive, but remains a compliance footnote .
- Director equity is time-based (no performance metrics), which is typical for directors but provides less explicit pay-for-performance linkage; overall program remains modest and standard for peers .