Steven Oakland
AndersonsAbout Steven Oakland
Steven Oakland is a non-employee director of The Andersons, Inc. (ANDE), appointed effective August 21, 2025, for an initial term ending at the 2026 annual meeting; the company disclosed he will enter into ANDE’s standard director indemnification agreement and there are no related-person transactions to report under Item 404(a) at appointment . He is Chairman, CEO, and President of TreeHouse Foods, Inc. (director since March 2, 2018; CEO/President since March 26, 2018; Chairman since April 2023) and previously held senior leadership roles at The J.M. Smucker Company, including Vice Chair and President of U.S. Food & Beverage . ANDE’s board is majority independent and all standing committees are fully independent; independent directors meet in executive session at each board meeting (Lead Director: Gerard M. Anderson) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The J.M. Smucker Company | Vice Chair and President, U.S. Food & Beverage; prior roles included President, Coffee & Foodservice; President, International Foodservice; President, U.S. Retail — Jif & Hungry Jack; GM, Smucker’s Canada | Prior to joining TreeHouse in 2018 | ~40 years in food & beverage; broad operating and P&L leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TreeHouse Foods, Inc. | Chairman; CEO & President; Director | Chairman since Apr 2023; CEO/President since Mar 26, 2018; Director since Mar 2, 2018 | Leads North America’s largest private label food & beverage producer |
| Foot Locker, Inc. | Director | 2014–2025 | Served as chair of multiple committees |
| FMI – The Food Industry Association | Director | Current | Industry association governance experience |
Board Governance
- Appointment and term: Elected to ANDE’s board effective Aug 21, 2025; initial term through the 2026 annual meeting .
- Independence and conflicts: Appointed as a non-employee director; no Item 404(a) related-person transactions disclosed at appointment; no special arrangements for selection; standard director indemnification applies . ANDE board composition and structure feature a majority of independent directors with fully independent Audit, Compensation, Finance, and Governance/Nominating Committees; independent directors hold executive sessions each board meeting (Lead Director: Gerard M. Anderson) .
- Committee assignments: Not disclosed at the time of appointment; he will receive compensation consistent with ANDE’s non-employee director program in the latest proxy .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly; directors may elect cash or ANDE common shares |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Other committees $15,000 | Increased effective Aug 13, 2024; paid quarterly |
| Committee member retainers | Audit $10,000; Compensation $7,500; Other committees $5,000 | Paid in addition to base retainer |
| Lead Independent Director retainer | $20,000 | Paid quarterly |
| Board Chair retainer (if applicable to a non-employee) | $70,000 | Program detail; not applicable to Oakland unless designated |
| Meeting fees | None | Retainers cover service; additional comp possible for special projects/orientation |
| Annual equity grant (RSUs) | $130,000 grant value | RSUs fully vest after one year; directors appointed between annual meetings receive prorated grants |
Performance Compensation
| Equity Instrument | Grant Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | $130,000 annual grant value | Time-based; fully vest after one year | None | Director equity program uses time-based RSUs; no stock options, no performance-based awards for directors |
- Ownership alignment policies: Directors are subject to a stock ownership guideline equal to 5x annual retainer; officers/directors must retain at least 75% of net shares acquired until the guideline is met; hedging and pledging of ANDE stock by officers and directors is prohibited .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Considerations |
|---|---|---|---|
| TreeHouse Foods, Inc. | Packaged foods/private label | Chairman; CEO & President; Director | No ANDE related-party transactions involving Oakland at appointment; monitor for any future supplier/customer transactions given industry adjacency |
| Foot Locker, Inc. | Specialty retail | Former Director (2014–2025); chaired multiple committees | Ended in 2025; not an agribusiness adjacency |
| FMI – The Food Industry Association | Industry association | Director | Non-profit industry body; governance network role |
Related-party/Conflict check: ANDE disclosed no related-person transactions for 2024 in the proxy and specifically stated no Item 404(a) transactions related to Oakland at appointment; he was selected absent any arrangements/understandings with other persons .
Expertise & Qualifications
- Nearly 40 years in food & beverage, with extensive operating, category, and supply chain exposure across Smucker’s and TreeHouse .
- Public company CEO/Chair governance experience; prior service on multiple public company boards (Foot Locker) and industry associations (FMI) .
- Adds end-customer/CPG/private-label perspective to ANDE’s agribusiness and renewables strategy .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | 0 ANDE common shares as of Form 3 filed Aug 25, 2025 |
| Ownership guideline | Directors: 5x annual retainer; retain 75% of net shares until met |
| Hedging/Pledging | Prohibited for officers and directors |
| Expected equity accrual | Per director policy, appointed directors receive prorated RSU grants; Oakland will be compensated per the standard non-employee director program |
Insider filings
| Filing | Date | Reported Holdings/Notes |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Aug 25, 2025 | 0 shares beneficially owned at reporting; filed via limited power of attorney |
Governance Assessment
- Board effectiveness and fit: Oakland brings fresh operator/CEO experience in food and beverage, complementing ANDE’s grain, renewables, and ingredients strategy; his external network and customer insight may strengthen ANDE’s downstream relationships .
- Independence/Conflicts: Non-employee status and absence of Item 404(a) transactions at appointment reduce conflict risk; given TreeHouse’s buyer/supplier adjacency, continued annual related-party review by ANDE’s Audit Committee (standard practice) is appropriate .
- Alignment: Director equity is time-based RSUs with a one-year vest and strong ownership/retention, plus anti-hedging/anti-pledging—positive alignment features; initial Form 3 shows zero holdings, so near-term alignment will be driven by RSU grants and guideline build-up .
- Compensation governance context: ANDE’s broader compensation and governance framework has strong shareholder support (98% say-on-pay approval in 2024) and prohibits single-trigger vesting and option repricing, supporting investor confidence in pay practices .
RED FLAGS: None disclosed specific to Oakland. No related-party exposure at appointment; no hedging/pledging permitted; committee assignments not yet disclosed as of appointment (monitor once assigned) .
References
- Appointment and role details: ANDE 8-K (Item 5.02) and press release announcing Oakland’s election to the board .
- Director compensation and ownership framework: ANDE 2025 Proxy (DEF 14A) .
- Board structure/independence/executive sessions: ANDE 2025 Proxy (DEF 14A) .
- Related-party transactions: ANDE 2025 Proxy (none for 2024) .
- Initial beneficial ownership: Form 3 filing for Oakland .