Ross Manire
AndersonsAbout Ross W. Manire
Independent director of The Andersons, Inc. (ANDE); age 73, serving since 2009. Former CEO of ExteNet Systems (2002–2018), with prior executive roles at Flextronics, Chatham Technologies, 3Com and U.S. Robotics; earlier career as a partner at Ernst & Young and CFO of a public company. Holds an MBA and an undergraduate degree in economics; designated an “audit committee financial expert” by ANDE’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExteNet Systems, Inc. | President & CEO | 2002–2018 | Led telecommunications infrastructure company |
| Flextronics International | President, Enclosure Systems Division | 2000–2002 | Operations leadership in tech manufacturing |
| Chatham Technologies, Inc. | Chief Executive Officer | Prior to 2000 | Executive leadership |
| 3Com / U.S. Robotics | Several executive roles | 1990s | Technology operations and integration (US Robotics acquired by 3Com in 1997) |
| Ernst & Young LLP | Partner (CPA) | Earlier career | Financial/accounting expertise |
| Public Company (unnamed) | Chief Financial Officer | Earlier career | Finance leadership |
External Roles
| Company/Institution | Role | Since/Through | Notes |
|---|---|---|---|
| Zebra Technologies Corporation | Director | Since 2003 | Longstanding public company board role |
| Eagle Test Systems, Inc. | Director | 2004–2008 | Public company board role prior to acquisition |
| Private Equity Firms | Advisory Partner | Current | Industry and M&A advisory |
Board Governance
- Independence: The Board determined all current nominees are independent except ANDE’s Executive Chair (Patrick Bowe) and CEO (William Krueger). All Board committees (Audit, Compensation, Governance/Nominating, Finance) are composed entirely of independent directors .
- Committee assignments (effective Dec 31, 2024): Audit Committee member; Compensation Committee member; not a chair as of 2024; previously Compensation Committee Chair in 2023 .
- Financial expertise: Designated “audit committee financial expert” alongside the Audit Chair, reinforcing oversight credibility .
- Attendance: The Board met six times in 2024; each director attended ≥75% of Board and committee meetings; all directors standing for re‑election attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each Board meeting; Lead Independent Director (Gerard M. Anderson) chairs these sessions .
- Age policy exception: The Board waived its age‑72 re‑nomination policy to retain Manire given his expertise and leadership, for the 2024 and 2025 elections .
Fixed Compensation (Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer | $80,000 | $80,000 |
| Committee membership retainers | Audit: $10,000; Compensation: $7,500 | Audit: $10,000; Compensation: $7,500 |
| Committee chair retainers | If Chair: Audit $15,000; Comp $12,750; Others $10,000 (Manire was Compensation Chair in 2023) | Chair rates increased Aug 13, 2024: Audit $25,000; Comp $20,000; Others $15,000 (Manire not a chair in 2024) |
| Lead Director retainer | $15,000 (not applicable to Manire) | $20,000 (not applicable to Manire) |
| Meeting fees | None (paid by quarterly retainers) | None |
| Total fees earned (Manire) | $110,250 | $100,688 |
Performance Compensation (Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Annual equity grant (RSUs) target value | $130,000 (1‑year vest) | $130,000 (1‑year vest) |
| RSU grant details (grant date per year) | RSUs granted May 5, 2023, valued at $37.48/share | RSUs granted May 9, 2024, valued at $52.85/share |
| RSU dividend equivalents | Granted May 5, 2023, valued at $36.77/share | Granted May 9, 2024, valued at $51.45/share |
| Stock awards recognized (Manire) | $116,993 | $122,275 |
Directors do not have performance‑based equity (no PSUs/options); RSUs are time‑based with one‑year vesting .
Other Directorships & Interlocks
| Organization | Relationship to ANDE | Interlock/Transaction Noted |
|---|---|---|
| Zebra Technologies Corporation | External public board | No related‑party transactions disclosed for 2024 |
| Eagle Test Systems, Inc. | Former public board | No related‑party transactions disclosed for 2024 |
- Related party transactions: ANDE reports no related person transactions for 2024; in 2023 only an executive’s external board (Primient) had disclosed transactions unrelated to Manire .
Expertise & Qualifications
- CPA/finance: Former Ernst & Young partner (CPA); prior public‑company CFO; designated audit committee financial expert .
- Operations/technology: Executive leadership across telecom and IT hardware; M&A and international business experience .
- Governance: Long‑tenured public board member (Zebra), with compensation and audit committee experience .
Equity Ownership
| Metric | As of Feb 29, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Beneficially owned common shares (Manire) | 28,123 | 31,242 |
| % of shares outstanding (company context) | Shares outstanding: 34,049,783 | Shares outstanding: 34,187,806 |
| Outstanding RSUs (non‑employee directors; Manire) | 3,074 (boardwide disclosure; 2023 per‑director table shows 3,074 for Manire) | 2,270 (per‑director) |
| Hedging/pledging policy | Prohibited for officers and directors | |
| Director ownership guideline | 5× annual retainer; 75% net share retention until met |
Governance Assessment
- Board effectiveness: Manire brings deep CFO/CPA credentials and telecom/IT operating experience; serves on Audit and Compensation, and is designated an audit committee financial expert—strengthening financial oversight and risk governance .
- Independence & engagement: Independent director; attended ≥75% of meetings; participates in executive sessions framework chaired by the Lead Independent Director .
- Compensation alignment: Director pay mix is standard (cash retainer + time‑based RSUs); one‑year vest RSUs with ownership/retention policy and hedging/pledging prohibition support alignment; no performance‑linked director awards, reducing pay‑for‑performance signaling but appropriate for non‑executives .
- Conflicts/related party exposure: No related person transactions reported for 2024 involving directors; no pledging allowed—low conflict risk .
- Red flags and signals:
- Age policy waiver: Board waived the age‑72 limit to retain Manire for 2024/2025, indicating high perceived value but modest entrenchment risk; monitor refreshment plans .
- Committee transition: Moved from Compensation Chair (2023) to member (2024), while remaining Audit member; neutral governance signal (potential rotation for balance) .
Overall, Manire’s financial expertise and public board experience bolster ANDE’s audit oversight and governance; independence, attendance, and ownership policies are supportive of investor confidence, with minimal conflict risk and standard director pay structure .