John Stout Jr.
AndersonsAbout John T. Stout, Jr.
Independent director of The Andersons, Inc. (ANDE); age 71 (as of Feb 28, 2025), serving on the Board since 2009 with deep agribusiness investing and operating credentials across milling and food processing; current roles include Chairman of Homegrown Family Foods, and past leadership as Chairman & CEO of Plaza Belmont Management Group; former director of the Federal Reserve Bank of Kansas City, bringing commodity risk, M&A and governance expertise to ANDE’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plaza Belmont Management Group LLC | Chairman & CEO | 1998–2024 | Private equity operator acquiring diversified food processing businesses; expertise in commodity risk and M&A |
| Manildra Milling Corp; Manildra Energy Corp | President | 1991–1998 | Led milling/energy businesses consuming wheat, corn, soybeans, rice and other commodities |
| Dixie Portland Flour Mills Inc. | EVP & Director | 1984–1989 | Flour milling leadership; former director at subsidiary of Holly Farms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Homegrown Family Foods | Chairman of the Board | 2022–Present | Previously Chairman & CEO (2019–2022) |
| Mennel Milling Company, Inc. | Director | 1992–Present | Private company board; milling industry |
| Renwood Mills, LLC | Director & Chairman of the Board | 2016–2022 | Food processing; board leadership |
| Renwood Appreciation & Income Fund, LLC | Director & Managing Member | 2016–2022 | Investment vehicle governance |
| Federal Reserve Bank of Kansas City | Director | 2010–2015 | Served on Compensation Committee (2010–2015) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board majority independent; exceptions are Executive Chair Patrick E. Bowe and CEO William E. Krueger) |
| Board tenure | Director since 2009 |
| Committee assignments (2024) | Governance/Nominating – Member; Finance – Member |
| Committee chairs | None (Audit Chair: Pamela S. Hershberger; Compensation Chair: Gary A. Douglas; Governance/Nominating Chair: Catherine M. Kilbane; Finance Chair: Robert J. King, Jr.) |
| Attendance | Each director attended ≥75% of Board/committee meetings in 2024; all standing for reelection attended the 2024 annual meeting |
| Board/committee meeting cadence (2024) | Board: 6; Audit: 6; Compensation: 3; Finance: 3; Governance/Nominating: 2 |
| Executive sessions | Independent directors meet in executive session at each Board meeting |
| Lead Independent Director | Gerard M. Anderson (elected May 2024) |
Fixed Compensation
| Component | 2024 Amount/Policy |
|---|---|
| Cash fees (Stout) | $90,625 in fees earned or paid in cash |
| Equity (Stout) | $122,275 in RSU awards; May 9, 2024 grant valued at $52.85/share; RSU dividend equivalents valued at $51.45/share |
| Total (Stout) | $212,900 total director compensation |
| Standard annual retainer (non‑employee directors) | $80,000 (paid quarterly) |
| Committee member retainers | Audit $10,000; Compensation $7,500; all others $5,000 |
| Committee chair retainers (increased Aug 13, 2024) | Audit $25,000 (from $15,000); Compensation $20,000 (from $12,750); others $15,000 (from $10,000) |
| Lead Independent Director retainer (increased Aug 13, 2024) | $20,000 (from $15,000) |
| Board Chair retainer (pre‑Executive Chair) | $70,000 (until Mr. Bowe’s appointment) |
| Meeting fees | None; retainers paid quarterly, no per‑meeting fees |
| Annual equity grant policy | $130,000 RSU grant in 2024; vests after one year; prorated for mid‑cycle appointments |
Directors may elect to receive retainers in cash or common shares .
Performance Compensation
- Directors do not receive performance‑based incentives; equity is delivered as time‑based RSUs that fully vest after one year; no stock options outstanding for directors are disclosed in 2024 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public company directorships | None disclosed for Stout |
| Compensation Committee interlocks | None for ANDE’s Compensation Committee (company‑wide disclosure) |
| Potential interlocks/conflicts | Stout holds/held leadership and directorship roles in milling/food businesses; however, ANDE reported no related person transactions for 2024 and maintains annual related‑party review under its policy |
Expertise & Qualifications
- Board‑identified qualifications include: chairman experience at Homegrown Family Foods; 1998–2024 leadership of a food‑focused private equity fund; financial markets and commodity risk analysis expertise; M&A; managing companies that consume agricultural commodities; Federal Reserve Bank of Kansas City director service (Compensation Committee 2010–2015) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 47,826 common shares; includes 4,219 shares held by trust; <1% of outstanding |
| Outstanding director RSUs (Dec 31, 2024) | 2,270 RSUs |
| Hedging/pledging | Company prohibits hedging or pledging by officers and directors |
| Director stock ownership guideline | 5x annual retainer; officers must retain at least 75% of net shares until guideline achieved (policy applies to directors and officers) |
Governance Assessment
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Strengths
- Independent director with long ANDE tenure (since 2009) and relevant sector expertise in milling/food supply chains and commodity risk—aligned with ANDE’s core agribusiness operations .
- Active committee roles (Governance/Nominating and Finance), contributing to ESG oversight and financial/resource risk oversight; committees are fully independent .
- Solid attendance: all directors met ≥75% threshold in 2024; Board maintains executive sessions every meeting; independent Lead Director structure in place .
- Shareholder‑aligned director pay: mix of cash retainers and one‑year vesting RSUs; no meeting fees; clear governance on retainers and recent adjustment to chair/lead director retainers .
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Watch items
- Industry overlap: ongoing roles and legacy affiliations in milling/food businesses could present counterparty interactions; however, ANDE disclosed no related person transactions in 2024 and maintains a robust related‑party review process and annual questionnaires (monitor for future disclosures) .
- Ownership guideline disclosure: policy requires 5x retainer for directors and retention of net shares until compliance; specific compliance status by director not disclosed (monitor in future proxies) .
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No red flags observed
- No Section 16(a) delinquency noted for Stout (the only late filing mentioned related to a different director); no related‑party transactions in 2024; hedging/pledging prohibited for directors .