Robert King Jr.
AndersonsAbout Robert J. King, Jr.
Independent director of The Andersons, Inc. (ANDE); age 69; director since 2005. Background in banking and private equity with CEO experience at PVF Capital Corp and senior roles at Fifth Third Bank. Holds an MBA and a finance undergraduate degree; expertise in banking, finance, and risk analysis. Current independence confirmed; serves as Finance Committee Chair and Compensation Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PVF Capital Corp | President & CEO | 2009–2013 | Led a publicly traded financial services company; banking and risk oversight . |
| Fifth Third Bank (Northeastern Ohio) | Chairman, President & CEO | 1997–2002 | Regional leadership; credit/risk management . |
| Fifth Third Bank | Executive Vice President | 2002–2004 | Senior officer experience; finance and risk . |
| FSI Group, LLC | Senior Managing Director, Private Equity | 2006–2009 | Investment leadership; portfolio oversight . |
| Western Reserve Partners LLC | Managing Director | 2005–2006 | Corporate finance/M&A . |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Medical Mutual of Ohio | Director | 2012–present | Private mutual insurer . |
| Oak Tree Holdings LLC | Director | 2021–2024 | Private . |
| Shiloh Industries, Inc. | Director | 2005–2020 | Public prior to acquisition in 2020 . |
| MTD Corp. | Director | 2005–2021 | Private . |
| FNB Corp | Advisory Director | 2013–Oct 2020 | Public bank holding company . |
Board Governance
- Committee assignments (effective Dec 31, 2024): Finance Committee Chair; Compensation Committee member; not on Audit or Governance/Nominating .
- Independence: Board majority independent; all committees composed entirely of independent directors; named directors standing for re-election independent except Executive Chair and CEO—King is independent .
- Attendance and engagement: Board held six regular meetings in 2024; each director attended 75% or more of Board and committee meetings; all standing for re-election attended the 2024 annual meeting .
- Lead Independent Director: Gerard M. Anderson; independent directors meet in executive session at each Board meeting .
- Years of service on ANDE board: since 2005 (c. 20 years) .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual director retainer (cash) | Non-employee directors | $80,000 per year, paid quarterly . |
| Committee chair retainers | Audit/Comp/Other (pre–Aug 13, 2024) | $15,000 / $12,750 / $10,000 per year . |
| Committee chair retainers | Audit/Comp/Other (post–Aug 13, 2024) | $25,000 / $20,000 / $15,000 per year . |
| Committee member retainers | Audit/Comp/Other | $10,000 / $7,500 / $5,000 per year . |
| Meeting fees | Policy | No per-meeting fees; retainers only . |
| Robert J. King Jr. 2024 cash | Fees earned/paid in cash | $103,750 . |
Performance Compensation
| Equity Component | Grant Structure | King’s 2024 Value/Units |
|---|---|---|
| Annual director RSU grant | $130,000 target value; fully vests after one year; granted May 9, 2024 at $52.85/share; dividend-equivalent RSUs priced at $51.45/share . | Stock awards recognized: $122,275 in 2024 . |
| Outstanding RSUs (12/31/2024) | Balance of unvested director RSUs | 2,270 units . |
Note: Director equity is time-based (RSUs) with no performance metrics; vests after one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | Company discloses none; no member (including King) is/was an employee; no interlocking relationships affecting executive compensation . |
| Related party transactions | Company reports none for year ended Dec 31, 2024 . |
Expertise & Qualifications
- Banking/finance/risk analysis; CEO experience at a public financial services company (PVF Capital) .
- MBA; finance undergraduate degree .
- Board experience across financial and industrial companies; enhances Finance Committee leadership .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Common Shares | Notes |
|---|---|---|---|
| Robert J. King Jr. | 49,286 | <1% | Includes 43,092 held by trust . |
| Outstanding RSUs (director) | 2,270 | n/a | Unvested RSUs at 12/31/2024 . |
- Ownership policy: Directors must hold 5x annual retainer; officers must retain 75% of net shares until guideline met; hedging and pledging prohibited .
- Guideline vs. holdings: 5x retainer = $400,000; using the 12/31/2024 closing price of $40.52, King’s 49,286 shares ≈ $1.996 million—well above guideline (inputs: shares ; price ).
Governance Assessment
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Positive signals:
- Independent Finance Committee Chair with deep finance and risk background; committee oversees long-term financial resources and risks, meeting three times in 2024 .
- Compensation Committee member; company uses an independent consultant (Semler Brossy), annual say-on-pay support was strong (98% in 2024) .
- Strong attendance standard met; independent directors meet in executive session; clear independence framework across committees .
- No related-party transactions; hedging/pledging prohibited; clawback policy adopted per SEC/Nasdaq rules .
- Meaningful share ownership relative to guideline, supporting alignment .
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Watch items:
- Long tenure (c. 20 years) raises typical board refreshment concerns; balanced by active committee leadership and financial expertise .
- External roles primarily in financial services; ensure continued alignment with agribusiness-specific risks and strategy .
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Conflicts and red flags:
- None disclosed in related party transactions; Compensation Committee interlocks explicitly reported as none .
- No Section 16 delinquency noted for King; one late Form 4 reported for another director due to admin error .