William Krueger

About William Krueger

William E. Krueger, 58, is President and Chief Executive Officer (since October 1, 2024) and a director of The Andersons, Inc. He previously served as COO (December 2022–September 2024) and held leadership roles across the Trade and Processing businesses; before joining The Andersons in 2019, he was CEO of Lansing Trade Group for nearly 14 years . He holds an MBA in Finance (Keller Graduate School of Management) and a BS in Agribusiness (University of Nebraska–Lincoln), and serves on the Executive Committee of the National Grain & Feed Association (NGFA) Board and on the board of Children’s Mercy Hospital (Kansas City) . Company pay-versus-performance disclosures show five-year TSR of $178 vs. $122 for the peer group as of 2024, with 2024 net income of $170.7m and adjusted pretax income of $147.9m .

Past Roles

External Roles

Fixed Compensation

Notes:

• Effective CEO package (from Oct 2024): $1,000,000 base; target bonus 100% of base; annual equity target of $3,000,000 beginning with 2025 grant (2024 equity reflected COO role) .

Performance Compensation

Annual Incentive Plan (AIP) – Structure and 2024 Results

• Metrics/weights for Krueger: Company Pretax Income (67%); Company ROIC (33%) .
• Company 2024 AIP targets and outcomes (non-GAAP for plan): Pretax Income threshold/target/max $60m/$140m/$200m vs. actual $147.9m; ROIC threshold/target/max 6.0%/8.5%/10.0% vs. actual 8.8% .
• 2024 AIP payout earned (as reported in SCT): $1,109,937 .

Additional context:

• NEO AIP payouts for 2024 varied 50%–115% of target by business unit; all NEOs received AIP payout .

Long-Term Incentives (RSUs and PSUs)

Policy and design

• 2024 LTI split: 60% PSUs, 40% RSUs; Krueger’s target LTI value: $1,900,000 (200% of salary) .
• 2024 PSU structure: single EPS-based PSU with relative TSR modifier of ±20% over 3-year period (EPS measured cumulatively, non-GAAP per plan) .
• RSU vesting: one-third annually starting March 1 following grant date; dividends credited as additional shares upon vesting .
• PSU vesting: after the 3-year performance period (vests January 2 following period end); dividends credited only on earned shares at vest .

Krueger 2024 grants and schedules

PSU performance calibration (2024 grant; 3 years ended 2026):

• Cumulative diluted EPS thresholds: $9.09 (20%), $11.81 (100%), $14.17 (200%) .
• TSR modifier vs. agribusiness peer group (ADM, Bunge, Green Plains, Rex, Darling, Alto Ingredients, Nutrien, Mosaic): 120% (rank 1) to 80% (rank 9) .

Recent vesting results

• 2024 vesting events included shares from prior PSU/RSU vintages; Krueger realized 29,222 shares vested, $1,575,951 value in 2024 .
• For PSUs granted in 2022 (vesting early 2025): EPS tranche paid at 200% (3-yr adjusted EPS 168% of target), TSR tranche at 92% of target (underperformed Russell 3000 by 1.66%) .

Multi-Year Compensation (SCT)

Equity Ownership & Alignment

Employment Terms

Severance and Change-in-Control Economics (as of 12/31/2024)

Notes:

• General NEO policy: 1x salary + target bonus on qualifying termination; 2x salary + target bonus on qualifying CIC termination; health benefit subsidy for duration; 2019 Plan requires more than a mere CIC for vesting (no single-trigger) .

Board Governance and Director Service

• Board service: Director since 2024; employee director (CEO). Committees: none (Board membership only) .
• Independence: Not independent (Board determined all directors standing for re-election are independent except Executive Chair Patrick Bowe and CEO William Krueger) .
• Board activity: Board held six regular meetings in 2024; each director attended ≥75% of Board/committee meetings during their service period .
• Committee structure: Audit, Compensation, Finance, Governance/Nominating committees composed entirely of independent directors; written charters on company website .
• Director compensation: Employee directors (Bowe and Krueger) received no additional director compensation in 2024 .

Dual-role implications

• CEO is not Chair (Executive Chairman Patrick E. Bowe in 2024–2025), but both roles are non-independent; independence concerns are mitigated by a majority-independent Board and fully independent key committees (Audit, Compensation, Governance/Nominating, Finance) .
• Director ownership guidelines (5x retainer for directors) and prohibition on hedging/pledging support alignment and governance quality .

Director/Committee Landscape and Say-on-Pay

• Compensation Committee: Gary Douglas (Chair), Steven K. Campbell, Robert J. King, Jr., Ross W. Manire; no interlocks or insider participation .
• Say-on-Pay: 98% approval at 2024 annual meeting; no material program changes in response .

Compensation Peer Groups and Performance Measures

• 2024 PSU TSR modifier peer group: ADM, Bunge Global SA, Green Plains, Rex American Resources, Darling Ingredients, Alto Ingredients, Nutrien, Mosaic .
• Pay-versus-performance peer index (for TSR comparison): ADM, Alto Ingredients, Bunge Global SA, Darling Ingredients, Green Plains, Mosaic, Nutrien, Rex American Resources (market-cap weighted) .
• Most important measures used in 2024 pay-versus-performance: Adjusted Pretax Income, Adjusted EPS, ROIC, Relative TSR, Net Income .

Compensation Structure Analysis

• Increased equity leverage and simplification: In 2024, PSUs shifted from 50% TSR/50% EPS to single EPS-based awards with a TSR ±20% modifier, emphasizing financial outcomes while retaining market alignment .
• At-risk mix remains high: For 2024, CEO compensation heavily weighted to variable pay (company states 79% of CEO comp designed to vary with performance) .
• No option repricing/underwater relief; minimum 1-year vesting; no excise tax gross-ups; annual say-on-pay; anti-hedging/anti-pledging—favorable governance features .
• 2024 targets raised vs. 2023 across company and business units; wide ranges reflect commodity volatility .

Risk Indicators and Red Flags

• Hedging/pledging: Prohibited for officers/directors (reduces misalignment risk) .
• Vesting cadence: RSUs vest 1/3 annually; PSUs vest post 3-year period—periodic vesting can create episodic liquidity events (Forms 4 indicate non-open market dispositions around vest dates) .
• Change-in-control: No single-trigger vesting; double-trigger construct plus meaningful severance provides retention but limits windfalls .
• Say-on-Pay support: Strong (98%), lowering governance controversy risk .
• Committee independence and lack of interlocks: reduces conflict risk in pay-setting .

Investment Implications

• Alignment: Significant ownership (508,165 shares; 1.5%) and stringent ownership/retention policies combined with anti-hedging/pledging create strong skin-in-the-game and limit misalignment risk .
• Incentive design: Greater emphasis on multi-year EPS with a relative TSR modifier should tie realized pay to earnings delivery while maintaining market accountability—supportive of value creation if EPS targets are met/exceeded .
• Retention vs. dilution: Double-trigger CIC protections and sizable unearned PSUs/RSUs support retention; absence of options and minimum vesting mitigate dilution risk; high say-on-pay support signals low shareholder pushback risk near term .
• Insider flow watch: Monitor scheduled vesting windows (annual RSU tranches; early January PSU vestings) and related Form 4s for any unusual discretionary sales beyond tax withholding patterns .
• Execution risk: 2024 results show solid company-level adjusted pretax income and ROIC within targeted ranges; sustained delivery against the 2024–2026 EPS targets ($11.81 target cumulative EPS) will be key to PSU outcomes and investor confidence under Krueger’s tenure .

All information above is sourced from The Andersons, Inc. 2025 Proxy Statement (DEF 14A) and referenced SEC/market sources as cited.

Citations: