Steven Campbell
AndersonsAbout Steven K. Campbell
Steven K. Campbell (age 61) is an independent director of The Andersons, Inc. (ANDE), serving since 2022. He is a 30-year agribusiness veteran with extensive commodity trading and merchandising experience, including senior leadership at Louis Dreyfus and prior roles at Archer Daniels Midland. He holds a B.S. and M.S. in Agricultural Economics from Oklahoma State University and is recognized for industry leadership in grain markets and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louis Dreyfus | Head of North America Grain; Group EVP | 2012–2017 | Led North America grain operations; deep grain merchandising and risk expertise |
| Louis Dreyfus Commodities Grain Merchandising LLC | President & CEO | 2008–2017 | Executive leadership of grain merchandising platform |
| Archer Daniels Midland (ADM) | Vice President | 1995–1997 | Commercial leadership in global ag trading |
| Kansas City Board of Trade | Chairman (past) | n/a | Exchange governance and market oversight |
| North American Export Grain Association | First Vice Chair (past) | n/a | Industry policy and export trade issues |
| Commodity Markets Council | Board member (past) | n/a | Commodity market structure and advocacy |
| Auburn University | Guest Lecturer | ongoing | Instruction on commodity trading |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| (None disclosed) | — | — | No other public company directorships disclosed for Mr. Campbell in ANDE’s proxy |
Board Governance
- Independence: Independent director; only Executive Chair (Patrick Bowe) and CEO (William Krueger) are non-independent .
- Committee assignments (as of Dec 31, 2024): Compensation Committee (member); Finance Committee (member). No chair roles .
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board and assigned committee meetings. Compensation Committee met 3 times; Finance Committee met 3 times .
- Lead Independent Director: Gerard M. Anderson (appointed May 2024). Independent directors hold executive sessions at each Board meeting .
- Committee independence: Audit, Compensation, Finance, and Governance/Nominating Committees are entirely independent .
Fixed Compensation
Director compensation structure (2024):
- Annual cash retainer for non-employee directors: $80,000; Committee member retainers: Audit $10,000; Compensation $7,500; Other committees $5,000. Chair retainers were increased on Aug 13, 2024 (Audit to $25,000; Compensation to $20,000; Others to $15,000). Lead Director retainer increased to $20,000. No per-meeting fees .
- Steven K. Campbell 2024 cash fees earned: $90,625 .
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash (Campbell) | $90,625 |
| Policy baseline: Director annual cash retainer | $80,000 |
| Policy baseline: Committee member retainers | Audit $10,000; Compensation $7,500; Other $5,000 |
Performance Compensation
Directors receive time-based RSUs (no performance metrics):
- 2024 annual equity grant target value: $130,000 in RSUs; one-year vesting; grants issued May 9, 2024 at $52.85 per share; dividend-equivalent RSUs valued at $51.45 were also issued (shares vest with underlying units) .
- Campbell 2024 “Stock awards” recognized: $122,275 (RSUs and dividend equivalents) .
| Grant | Grant date | Instrument | Terms |
|---|---|---|---|
| Annual director grant (all non-employee directors) | May 9, 2024 | RSUs | Target value $130,000; granted at $52.85/share; 1-year vesting |
| Dividend equivalents (all non-employee directors) | May 9, 2024 | RSU dividend equivalents | Valued at $51.45/share; vest with underlying RSUs |
| Campbell – Stock awards recognized (FY2024) | 2024 | RSUs/DEs | $122,275 |
Note: Director RSUs are time-based; there are no EPS/TSR or other performance metrics for director grants .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Campbell in the proxy .
- Compensation Committee interlocks: None; no interlocking relationships affecting NEO pay determinations .
Expertise & Qualifications
- Thirty years in agricultural commodities with senior operating and trading leadership; prior VP at ADM .
- Governance/market roles: Former KCBT Chairman; former First Vice Chair at NAEGA; board member, Commodity Markets Council .
- Academic credentials: B.S. and M.S. in Agricultural Economics (Oklahoma State University) .
- Board skill matrix flags: General management, finance/M&A, sales/marketing, HR, risk management, business operations, agribusiness .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Shares beneficially owned (Feb 28, 2025) | 4,586 | <1% of shares outstanding |
| Outstanding RSUs (Dec 31, 2024) | 2,270 | Unvested director RSUs outstanding |
| Hedging/Pledging | Prohibited for officers and directors | |
| Director ownership guideline | 5x annual cash retainer; retain 75% of net shares until met | |
| Related-party transactions (2024) | None | No related person transactions in 2024 |
Insider Trades (reportable equity activity)
| Date | Type | Instrument | Terms | Shares |
|---|---|---|---|---|
| May 9, 2024 | Annual director equity grant | RSUs | One-year vesting; grant value $130,000 at $52.85/share | Not individually disclosed |
| May 9, 2024 | Dividend equivalents | RSUs (DEs) | Issued at $51.45/share, vest with grant | Not individually disclosed |
Note: These director equity issuances are typically reported on Form 4 as acquisitions; the company discloses grant dates, pricing, and vesting terms in the proxy .
Governance Assessment
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Strengths
- Independence and committee structure: Campbell is independent and sits on fully independent Compensation and Finance Committees; the Board has an independent Lead Director and holds executive sessions at each meeting .
- Engagement: Board and committees met regularly; all directors met the 75% attendance threshold in 2024 (Board: 6 meetings; Compensation: 3; Finance: 3) .
- Pay alignment and oversight: Director pay includes meaningful equity (annual RSUs with one-year vesting), supporting alignment; Compensation Committee is empowered to retain independent advisors and utilized Semler Brossy in 2024 .
- Shareholder-friendly policies: Clawback policy in place; prohibition on hedging/pledging; robust stock ownership guidelines for directors (5x retainer) .
- Shareholder support signal: Say-on-pay approved by 98% in 2024, indicating strong investor confidence in compensation governance .
-
Potential watch items
- Industry ties: Campbell’s career at major grain merchandisers (Louis Dreyfus, ADM) implies deep industry relationships; however, the company reported no related person transactions in 2024 and maintains a formal related-party review policy overseen by the Audit Committee .
- Ownership alignment level: Campbell beneficially owns 4,586 shares and had 2,270 RSUs outstanding at year-end 2024; while ownership guidelines apply (5x retainer), the proxy does not disclose individual compliance status .
Overall, Campbell brings domain expertise in agribusiness trading and risk with clean independence and oversight credentials. No conflicts or attendance concerns were disclosed; director equity and governance policies support alignment and investor confidence .