Pamela Hershberger
AndersonsAbout Pamela S. Hershberger
Pamela S. Hershberger (age 59) is an independent director of The Andersons, Inc., serving since 2019. She is a retired Managing Partner of Ernst & Young LLP’s Toledo, Ohio office with 31 years of public accounting experience; she is a CPA and completed the Ernst & Young Executive Program at the Kellogg School of Management, Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Office Managing Partner, Toledo | 2008–2018 | Led Toledo office; extensive tax, audit, and consulting across industries |
| Ernst & Young LLP | Audit Staff and progressing roles | c. 1987–2018 | 31 years in public accounting; M&A advisory experience; Kellogg Exec Program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy . |
Board Governance
- Independence: Independent director under NASDAQ standards; Audit, Compensation, Finance, and Governance/Nominating Committees comprised entirely of independent members .
- Committee assignments (effective Dec 31, 2024):
- Audit Committee: Chair; designated “audit committee financial expert” .
- Governance/Nominating Committee: Member .
- Attendance: Board held six regular meetings in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors standing for re-election attended the 2024 Annual Meeting .
- Lead Independent Director: Gerard M. Anderson (appointed May 2024); independent directors meet in executive session at each Board meeting .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, and cybersecurity program; receives periodic NIST framework progress updates .
| Board & Committees | Role/Status | 2024 Meeting Frequency |
|---|---|---|
| Board of Directors | Independent director | 6 Board meetings; exec sessions at each meeting |
| Audit Committee | Chair; financial expert | 6 meetings |
| Governance/Nominating | Member | 2 meetings |
Fixed Compensation (Director)
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer (non-employee directors) | Paid quarterly | $80,000 |
| Committee Chair retainers | Audit: increased mid-year; Compensation: increased mid-year; Other Committees: increased mid-year | Until Aug 13, 2024: Audit $15,000; Comp $12,750; Others $10,000. From Aug 13, 2024: Audit $25,000; Comp $20,000; Others $15,000 |
| Committee member retainers | Annual | Audit $10,000; Compensation $7,500; Others $5,000 |
| Lead Director retainer | Increased mid-year | $15,000 until Aug 13, 2024; $20,000 thereafter |
| Hershberger cash fees (2024) | Fees earned or paid in cash | $112,500 |
Performance Compensation (Director)
Directors receive time-based RSUs; no performance-conditioned metrics are used for director equity.
| Equity Component | Grant/Terms | Amount/Details |
|---|---|---|
| Annual director RSU grant (2024 program) | Fully vests one year from grant; paid in RSUs | Target value $130,000 |
| 2024 RSU grant (Hershberger) | Granted May 9, 2024 | Stock awards value $119,970; RSUs valued at $52.85 per share (grant date close); dividend equivalent shares valued at $51.45 per share |
| Outstanding RSUs (as of Dec 31, 2024) | Hershberger elected to defer distribution of 2023 RSUs until Board retirement | 5,413 RSUs outstanding |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | None disclosed; primary audit background at EY. Current auditor is Deloitte & Touche LLP; no EY audit relationship with ANDE . |
Expertise & Qualifications
- CPA; over 30 years of public accounting experience; M&A advisory; broad tax, accounting, audit, and consulting across industries .
- Audit Committee Financial Expert designation; leadership experience managing EY’s Toledo office .
- Kellogg School of Management (Ernst & Young Executive Program) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Pamela S. Hershberger | 14,275 | <1% | As of Feb 28, 2025 |
- Ownership policy: Directors must own shares equal to 5x their annual retainer; officers/directors must retain at least 75% of net shares acquired until guideline levels are achieved .
- Hedging/pledging: Company prohibits hedging or pledging of Company stock by officers and directors .
- RSU deferral: Hershberger elected to defer distribution of 2023 RSUs until retirement from the Board .
Governance Assessment
- Committee leadership and financial expertise: Hershberger chairs the Audit Committee and is designated as an audit committee financial expert—a positive signal for financial oversight, internal controls, and cybersecurity risk governance .
- Independence and engagement: Independent under NASDAQ rules; attended at least 75% of Board/committee meetings; participates in a board structure with an independent Lead Director and executive sessions at each meeting—supports effective oversight independent of management .
- Compensation alignment: Director pay structure is standard (cash retainer plus annual RSUs). Mid-2024 increases to chair/member retainers enhanced compensation for committee leadership roles; Hershberger’s 2024 cash fees were $112,500, with equity awards of $119,970—reasonable for an audit chair role among peers .
- Ownership alignment: Holds 14,275 shares plus outstanding RSUs; subject to strict ownership guidelines and prohibitions on hedging/pledging—supports skin-in-the-game and alignment with shareholders .
- Conflicts/related parties: No related person transactions disclosed for 2024; company auditor is Deloitte, while Hershberger’s prior firm was EY—reduces audit independence conflict risk .
- Say-on-pay and shareholder sentiment (context): Executive say-on-pay received 98% approval in 2024, indicating shareholder support for compensation governance and oversight frameworks overseen by the Board .
Red Flags
- None disclosed for Hershberger: no related-party transactions; no hedging/pledging; no delinquent Section 16(a) filings referenced for her in the proxy .