Sarah Zibbel
AndersonsAbout Sarah Zibbel
Executive Vice President and Chief Human Resources Officer at The Andersons (ANDE). Age 44; assumed the ANDE CHRO role in 2023 after serving as Chief Human Resources Officer at Libbey, Inc. . Joined ANDE in August 2023; included among the company’s named executive officers (NEOs) in the 2025 proxy . Company performance metrics tied to 2024 pay included pretax income (actual $147.9m vs target $140.0m) and ROIC (actual 8.8% vs target 8.5%), with company TSR shown at $178 on a $100 initial investment by 2024 (company-level) .
Past Roles
| Organization | Role | Years (Assumed) | Strategic Impact |
|---|---|---|---|
| Libbey, Inc. | Chief Human Resources Officer | 2018 | Human capital leadership; ANDE’s AIP discretionary factors evaluated talent management and succession efforts across NEOs . |
| The Andersons, Inc. | Executive Vice President, Chief Human Resources Officer | 2023 | Executive leadership; NEO AIP discretionary evaluation included safety, talent management and succession, strategic leadership, and engagement . |
External Roles
No additional public company directorships or external board roles disclosed for Zibbel .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $400,000 |
| Target Bonus (% of Salary) | 60% (pro-rated) | 60% |
| Target Bonus ($) | $88,767 (pro-rated) | $240,000 |
| Actual AIP Paid ($) | $153,000 | $276,744 |
2024 Summary Compensation components for Zibbel: Salary $395,192; Stock awards grant-date fair value $264,015; Non-Equity Incentive Plan $276,744; All Other Compensation $17,559; Total $953,510 .
Performance Compensation
Annual Incentive Plan (AIP)—2024 Design and Outcome
| Component | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of Target) | Discretionary Modifier | Vesting |
|---|---|---|---|---|---|---|---|---|---|
| Company financials | Pretax Income | 67% | $60,000k | $140,000k | $200,000k | $147,941k | 115% (Zibbel) | CEO-approved range for NEOs excluding CEO: -10% to 0%; specific to Zibbel not disclosed | Annual cash (no vesting) |
| Company financials | ROIC | 33% | 6.0% | 8.5% | 10.0% | 8.8% | 115% (Zibbel) | CEO-approved range for NEOs excluding CEO: -10% to 0%; specific to Zibbel not disclosed | Annual cash (no vesting) |
AIP metrics set at both company and business unit levels; Zibbel measured on company pretax income and ROIC (67%/33%) . Thresholds, targets, and maximums calibrated to align with budget and planned ROIC; 2024 targets increased vs 2023 .
Long-Term Equity—Grant Structure, Vesting, and Metrics
- LTI mix: 40% RSUs, 60% PSUs under the 2019 Plan .
- RSUs: 2024 RSUs vest one-third per year beginning March 1 following grant; dividends delivered in additional shares as restrictions lapse .
- PSUs: Three-year performance period; vest on January 2 following period end; PSU types include EPS-based, TSR-based, and EPS with TSR modifier .
RSU Details (Outstanding as of 12/31/2024)
| Grant Date | Unvested RSUs (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/1/2024 | 1,807 | $73,220 (at $40.52) | One-third March 1 each year after grant |
| 9/1/2023 | 3,889 | $157,582 (at $40.52) | One-third March 1 following grant and annually thereafter |
2024 stock awards grant-date fair value for Zibbel totaled $264,015 (RSUs + PSUs) .
PSU Details (Outstanding as of 12/31/2024)
| Grant Date | Unearned PSUs (Max #) | Market/Payout Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|
| 3/1/2024 | 5,422 | $219,699 (at $40.52) | EPS-based, TSR-based, and EPS with TSR modifier (plan-level PSUs outstanding) | Vests Jan 2 after the 3-year period |
Shares acquired on vesting in 2024: 1,974 shares; value realized $100,605 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,370 common shares; less than 1% of outstanding |
| Unvested RSUs | 1,807 (3/1/2024) and 3,889 (9/1/2023) |
| Unearned PSUs (Max) | 5,422 (3/1/2024) |
| Ownership guidelines | “Other Corporate Officers”: 1x salary; retain at least 75% of net shares acquired until guideline achieved |
| Hedging/Pledging | Prohibited for officers and directors |
| Option holdings | No stock options outstanding |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Employment start | Joined ANDE August 2023; CHRO role assumed 2023 |
| Severance (no change-in-control) | Policy: one year salary; target bonus excluded for post-2020 appointees . Illustrative as-of 12/31/2024 values: Salary $400,000; Bonus $240,000; Health $11,308; Outplacement $9,000; Cash value $660,308 . |
| Change-in-control (double trigger) | Additional year of cash severance and health benefits; accelerated vesting of outstanding PSUs at target per grant agreement . As-of 12/31/2024: Additional severance $761,158; Cash value if change in control $1,421,466 . |
| Restrictive covenants | Non-compete/non-solicit: 1 year post termination without cause; 2 years following change in control, during which severance payments continue . |
| Clawback | SEC/Nasdaq-compliant recoupment policy adopted in 2023 . |
| Deferred compensation | No DCP balances or contributions reported for Zibbel in 2024 . |
| Life insurance (death) | Company-provided group life insurance proceeds: $800,000; RSUs accelerate and PSUs prorated on death . |
| Governance guardrails | No automatic single-trigger vesting; no stock option repricing without shareholder approval; minimum 1-year vesting on LTI grants; no excise tax gross-ups . |
Compensation Structure Analysis
- Year-over-year: Base salary increased to $400,000 from $375,000 (6.7%); target AIP maintained at 60% of salary, with 2024 payout at 115% of target .
- Equity mix: LTI continues to emphasize PSUs (60%) over RSUs (40%), increasing performance linkage via multi-year EPS/TSR metrics; PSUs vest only after a 3-year period .
- Discretion: 2024 discretionary modifier for NEOs (excluding CEO) ranged from -10% to 0%, reinforcing balanced pay-for-performance without excessive discretion .
- Say-on-Pay: 98% approval in 2024 indicates strong shareholder support for the compensation program design .
Investment Implications
- Alignment: Compensation is directly tied to pretax income and ROIC, both exceeding 2024 targets (Pretax $147.9m vs $140.0m; ROIC 8.8% vs 8.5%), yielding a 115% AIP payout for Zibbel—indicative of pay-for-performance alignment in the latest year .
- Vesting and potential selling pressure: RSUs vest annually on March 1 and PSUs on a three-year cycle, with no options outstanding and prohibitions on hedging/pledging—reducing near-term forced-selling signals while establishing predictable vesting windows that may create periodic liquidity events .
- Ownership signal: Beneficial ownership remains low (1,370 shares, <1%), but ownership guidelines require 1x salary and 75% net-share retention until compliant—suggesting future net-share accumulation as awards vest .
- Retention/transition risk: Severance and double-trigger change-in-control protections, plus 1–2 year restrictive covenants, lower abrupt departure risk and provide continuity; PSUs accelerate at target upon qualifying termination following change in control .
- Governance quality: Strong guardrails (no single-trigger vesting, clawback, no option repricing, minimum vesting, no excise gross-ups) and high say-on-pay approval (98%) support investor confidence in compensation practices .