Patrick Bowe

About Patrick E. Bowe

Patrick E. Bowe (age 66) is Executive Chairman of The Andersons, Inc., elected Board Chair on May 9, 2024 and named Executive Chairman effective October 1, 2024, after serving as President & CEO from November 2, 2015 through September 30, 2024; he has been a director since 2015 . He is not an independent director under Nasdaq standards; the Board designates a Lead Independent Director to counterbalance his role . Mr. Bowe brings 35+ years in agribusiness with prior senior leadership at Cargill and earlier trading/merchant roles at Louis Dreyfus and Phil O’Connell Grain .

Past Roles

External Roles

Board Governance

• Role and independence: Executive Chairman; not independent under Nasdaq standards .
• Lead Independent Director: Gerard M. Anderson appointed in May 2024 with defined counterbalancing authorities (chairs independent sessions, approves agendas/materials, liaises with Chair/CEO) .
• Committee assignments (as of Dec 31, 2024): Mr. Bowe chairs the Board and is not a member of Audit, Compensation, Governance/Nominating, or Finance Committees .
• Board activity and attendance: Board held six regular meetings in 2024; each director attended at least 75% of Board/committee meetings during their service period; all standing for reelection attended the 2024 Annual Meeting .
• Board leadership structure: Chair and CEO roles separated again on Oct 1, 2024 when Mr. Bowe became Executive Chair and Mr. Krueger became CEO .
• Executive sessions: Independent directors meet in executive session at each Board meeting .

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP)

• Design: Formulaic metrics based on pretax income and ROIC with thresholds, targets (set at budget), and maximums; wide performance ranges to reflect commodity volatility .
• 2024 CEO/Executive Chair treatment: Bowe’s AIP target and payout were prorated for his role change effective Oct 1, 2024 .
• 2024 Discretionary modifier for CEO set at 0% by Committee; NEO modifiers ranged -10% to 0% (not applied to CEO) .

Long-Term Incentives (LTI)

• Structure: PSUs (60% of LTI) based on cumulative adjusted diluted EPS over three years with a relative TSR modifier of ±20%; RSUs (40%) with three-year graded vesting .
• Options: Company has not recently granted options; no outstanding options for NEOs at 12/31/24 .

Vesting/realization in 2024:

Pay vs Performance context (company-level)

• Company TSR (2019 base=100) stood at 178 in 2024; Peer Group TSR 122; Company net income $170.7m; Adjusted pretax income $147.9m (thousands) .
• “Most important measures” linking compensation actually paid: Adjusted Pretax Income, Adjusted EPS, ROIC, Relative TSR, Net Income .

Other Directorships & Interlocks

• Compensation Committee interlocks: None among Compensation Committee members; no interlocking relationships affecting executive pay determinations disclosed .

Expertise & Qualifications

• 35+ years agricultural sector leadership; CEO/Chair experience; deep commodity and futures trading, M&A/JVs, process improvement, strategic sourcing, capital management, and key customer relationships .
• Board skills matrix indicates strengths in General Management, Finance & M&A, Sales & Marketing, HR, C-Suite experience, Risk Management, Business Operations, and Agribusiness .

Equity Ownership

Outstanding unvested/uneared equity (as of Dec 31, 2024; valued at $40.52/share):

Ownership policy and alignment:

• Stock Ownership & Retention Policy: Directors must hold shares equal to 5x annual retainer; officers must retain at least 75% of net shares until guidelines met; hedging and pledging prohibited .
• No pledges or hedges by officers/directors are permitted under policy; no pledging by Mr. Bowe disclosed .

Related Party Transactions (Conflict Review)

• 2024: No related person transactions requiring disclosure .
• 2023: While serving on Primient’s board, Primient purchased ~$4.6m of products from, and sold ~$3.5m of products to, The Andersons in Q1 2023; Mr. Bowe resigned from Primient’s board in March 2023; as CEO he was already non-independent, so this did not change his independence status .

Employment & Contract Terms

• Non-compete/non-solicit: 24 months post-termination; 36 months in event of change in control .
• Executive Chair letter agreement (effective Sep 30, 2024 – Sep 30, 2025): If terminated, eligible for severance equal to unpaid base salary through Sep 30, 2025 and remains eligible for any bonus payable for remaining service period .
• Company-wide NEO severance framework: For qualifying terminations (non-CIC) = 1x base salary + target annual bonus; for qualifying terminations in connection with a CIC = 2x base salary + target annual bonus; health care premium subsidy; no automatic single-trigger vesting under 2019 Plan .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: 98% in favor; no material changes adopted in direct response .
• Clawback policy adopted in 2023 consistent with SEC/Nasdaq rules (Section 954) .

Governance Assessment

• Strengths

  • Clear separation of Chair/CEO roles since Oct 1, 2024; Lead Independent Director structure in place to counterbalance an Executive Chair .
  • Robust compensation governance: balanced AIP metrics (pretax income, ROIC), PSU EPS metric with TSR modifier, minimum vesting, no option repricing, anti-hedging/pledging, and Dodd-Frank-compliant clawback .
  • Strong shareholder alignment signals: required director ownership (5x retainer), sizable personal holdings (118,642 shares), high 2024 say-on-pay support (98%) .
  • Attendance and engagement: board met six times; all directors met ≥75% attendance .

• Risks/Considerations

  • Executive Chair is not independent; concentrated leadership influence mitigated by designated Lead Independent Director but remains a structural risk to full board independence .
  • Historic related-party exposure via Primient board service in early 2023 (transactions occurred before resignation); no related-party transactions in 2024 .

RED FLAGS

• Non-independence while serving as Board Chair/Executive Chair requires continued vigilance by independent directors and comprehensive Lead Independent Director empowerment .

Board Governance (Committee Snapshot as of Dec 31, 2024)

Performance Metric Framework (For context on incentive design)

Company Performance Context (Select 2024 figures)

Notes: Director compensation program (cash retainers, committee fees, director RSUs) applies to non-employee directors; employee-directors (including Mr. Bowe in 2024) receive no additional director compensation .

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