Michael Hoelter
AndersonsAbout Michael Hoelter
Michael T. Hoelter is Vice President, Corporate Controller and Investor Relations at The Andersons (ANDE), a role he has held since 2021; he is age 42 and has served in progressively senior accounting and finance roles at the company since 2015 . He was formally designated as a proxyholder for the 2025 Annual Meeting, underscoring his governance trust and role in shareholder communications . Company performance during his current tenure reflects resilient profitability: 2024 net income attributable to common shareholders was $170.7 million alongside adjusted pretax income of $147.9 million; five‑year TSR (value of $100) progressed from $101 (2020) to $178 (2024), with peer group TSR at $122 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Andersons, Inc. | Grain Group Controller | 2015 | Controller leadership within Grain Group |
| The Andersons, Inc. | Assistant Corporate Controller | 2017 | Corporate accounting responsibilities expanded |
| The Andersons, Inc. | Corporate Controller | 2019 | Enterprise financial control leadership |
| The Andersons, Inc. | Vice President, Corporate Controller and Investor Relations | 2021 | Combined control and IR responsibilities; designated proxy for annual meeting |
External Roles
No external directorships or roles were disclosed in the 2025 proxy for Michael Hoelter .
Performance Compensation
Company incentive architecture relevant to corporate officers:
- Annual Incentive Plan (AIP) metrics: pretax income and ROIC with thresholds, targets, and maximums set by the Compensation Committee; for 2024 Company pretax income Target was $140.0 million with Actual $147.9 million; Company ROIC Target 8.5% with Actual 8.8% . For NEOs with company-level metrics (e.g., CFO, GC), AIP weighting was 67% Company pretax income and 33% Company ROIC in 2024; business unit leaders had different weightings .
- PSUs: Since 2024, a single EPS-based PSU with a relative TSR modifier; three-year cumulative EPS Threshold/Target/Maximum were $9.09/$11.81/$14.17 for the 2024 grant; TSR modifier ranges from 80% to 120% based on rank vs agribusiness peers (ADM, Bunge, Green Plains, REX, Darling, Alto Ingredients, Nutrien, Mosaic) .
2024 AIP results highlights:
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Company Pretax Income ($000s) | $60,000 | $140,000 | $200,000 | $147,941 |
| Company ROIC (%) | 6.0% | 8.5% | 10.0% | 8.8% |
2024 PSU design (three-year period ending 2026):
| Metric | Threshold | Target | Maximum | TSR Modifier (rank → multiplier) |
|---|---|---|---|---|
| Cumulative Diluted EPS (3 years) | $9.09 | $11.81 | $14.17 | 1→120%; 2→115%; 3→110%; 4→105%; 5→100%; 6→95%; 7→90%; 8→85%; 9→80% |
Note: Michael Hoelter’s individual targets, weightings, and payouts are not disclosed (he is not an NEO); tables show company program design and 2024 outcomes .
Equity Ownership & Alignment
- Stock ownership guidelines: Other corporate officers must hold Company stock equal to 1× base salary; CEO 6×, CFO/COO 3×; Directors 5× retainer; officers must retain at least 75% of net shares from awards until guideline met .
- Hedging and pledging: Prohibited for officers and directors, reducing misalignment and leverage risk .
- Clawback: Dodd-Frank/Nasdaq-compliant recoupment policy adopted in 2023 for erroneously awarded incentive compensation after restatement .
- Equity plan vesting: RSUs vest one‑third per year over three years; PSUs vest after three‑year performance period; dividend equivalents delivered in shares upon vesting/earning .
Ownership detail for Michael Hoelter (shares owned, pledged, options) is not itemized in the proxy’s beneficial ownership table (NEOs/directors are listed; officers beyond NEOs are not individually enumerated) .
Employment Terms
- Severance/change-in-control: Company has defined severance and change-in-control policies for NEOs, including 1× salary+target bonus for qualifying terminations and 2× salary+target bonus plus benefits and accelerated vesting at target for change-in-control; single-trigger vesting is not automatic under the 2019 plan .
- Non-compete/solicit/confidentiality: Standard executive restrictions described for NEO agreements; specific terms for Michael Hoelter are not disclosed .
Company Performance Context (during Hoelter’s tenure)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 101 | 163 | 150 | 251 | 178 |
| Peer Group TSR (Value of $100) | 116 | 171 | 195 | 162 | 122 |
| Net Income (Loss) ($000s) | (14,215) | 135,866 | 166,979 | 132,529 | 170,700 |
| Adjusted Pretax Income ($000s) | 10,635 | 132,371 | 175,491 | 147,976 | 147,941 |
Additional governance signals:
- 2024 Say‑on‑Pay approval: 98% support, with no material changes made in direct response; the company conducts annual Say‑on‑Pay votes .
- Shares outstanding at 2025 record date: 34,187,806 .
Compensation Committee Analysis
- Independent advisor: Semler Brossy; scope includes LTI design, total direct compensation benchmarking, AIP calibration, peer group selection, and disclosure support; assessed independent under Nasdaq standards .
- Peer group for 2024 pay decisions: Applied Industrial Technologies, Flowers Foods, SpartanNash, BlueLinx, Global Industrial, The Chefs’ Warehouse, B&G Foods, Green Plains, Hain Celestial, Cal‑Maine Foods, John B. Sanfilippo & Son, United Natural Foods, CVR Partners, Lancaster Colony, Veritiv, Fresh Del Monte, MRC Global; changes included removing Mission Produce, Intrepid Potash, REX American Resources, DNOW, Calavo and adding UNFI, Flowers, BlueLinx, B&G, Lancaster Colony, Hain .
- Pay positioning: Target total direct compensation aligned to market median contingent on achieving Target pretax income and ROIC; individual variance based on skill, experience, performance, and business context .
Investment Implications
- Alignment: Strong policy architecture—ownership guidelines with 75% share retention, hedging/pledging bans, and clawback—reduces misalignment risk and insider selling pressure, supportive of governance quality .
- Retention risk: Specific employment/severance economics for Hoelter are not disclosed; however, his dual mandate in controllership and IR, plus designation as meeting proxyholder, indicates elevated organizational reliance, making succession depth in corporate finance/IR a monitoring point .
- Performance linkage: Company AIP/PSU structures tie pay to pretax income, ROIC, cumulative EPS, and relative TSR, which historically produced differentiated payouts (e.g., 200% EPS PSU payout for 2022 grant period; TSR PSU payout ~92% for three years ended 2024), incentivizing earnings quality and shareholder returns—expect continued emphasis on EPS growth with TSR as a modifier .
- Governance signals: Robust Say‑on‑Pay support (98%), independent compensation oversight, and explicit prohibition of single‑trigger vesting under the 2019 plan are supportive of shareholder-friendly compensation practices, lowering red-flag risk around repricing or tax gross-ups (excise tax gross-ups not provided) .