Marisol Angelini
About Marisol Angelini
Marisol Angelini, age 63, has served on American Vanguard’s board since December 2021. She brings 30+ years of leadership in global consumer products, including CMO roles across Central & Eastern Europe, Mexico and Brazil at The Coca‑Cola Company, VP of Global Tea/Water, and GM of Glaceau Smartwater; earlier she led personal care, household cleaners, oral care, and paper businesses at Procter & Gamble in Latin America. She holds an MBA from Mercer University (Atlanta) and a BA from Georgia State University, is a certified board director, served on the board of Bush’s Brothers (private, ~$1B revenue), and is a member of NACD. Her experience in food sector channels, LATAM markets, marketing/new product launches, and governance are cited as board-relevant skills .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca‑Cola Company | CMO (Central & Eastern Europe, Mexico, Brazil); VP Global Tea/Water; GM Glaceau Smartwater | Not disclosed | Growth/transformations; M&A sourcing/integration; profitability focus |
| Procter & Gamble (Latin America) | Business leader: personal care, household cleaners, oral care, paper | Not disclosed | Led multiple categories; M&A integration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bush’s Brothers (private) | Director | Not disclosed | ~$1B family company; governance experience |
| NACD (National Association of Corporate Directors) | Member | Not disclosed | Director education/best practices focus |
Board Governance
| Topic | 2024/2023 Data | 2025 Data |
|---|---|---|
| Independence | Board determined 8 of 9 directors independent (all except CEO) | Audit and Compensation Committees comprised of independent directors under NYSE rules |
| Lead Independent Director | Scott Baskin; presides over executive sessions | Scott Baskin; presides over executive sessions |
| Board Meetings | 9 board meetings in 2023; all directors attended 100% of board meetings and ≥75% of committee meetings served | 17 board meetings in 2024; all directors attended 100% of regular board meetings and ≥75% of special/committee meetings served; all directors attended 2024 Annual Meeting |
| Committee Meetings | Finance: 2 (2023); Nominating & Corporate Governance: 4 (2023) | Audit: 5; Compensation: 5; Nominating & Corporate Governance: 4 (2024) |
Committee Assignments and Chair Roles (Angelini)
| Committee | 2024 Matrix | 2025 Matrix |
|---|---|---|
| Audit | Member | Member |
| Compensation | Member | Chair |
| Finance | Chair | Member |
| Nominating & Corporate Governance | — | — |
| Risk | — | — |
Signals: Movement from Finance Chair (2024) to Compensation Chair (2025) increases influence over pay design, KPI selection, and advisor oversight; both audit and comp compositions meet independence standards .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (grant-date fair value) | $80,000 |
| Option Awards | — |
| Non-Equity Incentive Plan Compensation | — |
| Change in Pension Value/Deferred Comp Earnings | — |
| All Other Compensation | — |
| Total | $175,000 |
Board‑wide program terms (non‑management directors):
- Cash retainer: $60,000; annual equity: $80,000; no per‑meeting fees; lead director: $25,000 .
- Committee member retainers: Audit $10,000; Finance $10,000; Compensation $7,500; Nominating/Governance/Risk $5,000; chair premia: Audit $10,000; Finance $8,000; Compensation $7,000; Nominating/Governance/Risk $5,000 .
- Annual stock awards vest immediately upon grant; directors must accumulate and hold stock equal to shares received in their first four full years; thereafter may elect up to half cash for future annual awards .
Performance Compensation
| Element | Disclosed Terms |
|---|---|
| Director performance‑linked pay | None disclosed; director stock awards vest immediately and are not tied to performance metrics |
| Company STI (NEO plan) under Compensation Committee oversight | CEO target 100% of base; non‑CEO NEOs target 60%; KPIs/weights: Adjusted EBITDA 50%, Net Sales 20%, Net Trade Working Capital 20%, Transformation 5%, Manufacturing/Opex 5%; graded payout factors per KPI levels; effective cap 1.8x salary for CEO and 0.9x salary for other NEOs; no 2024 bonuses paid due to performance |
| KPI (2025 STI) | Weight |
|---|---|
| Adjusted EBITDA | 50% |
| Net Sales | 20% |
| Net Trade Working Capital | 20% |
| Transformation Execution | 5% |
| Manufacturing/Opex | 5% |
Oversight notes: As Compensation Committee Chair, Angelini oversees KPI design, bonus caps, clawback policy, and consultant engagement (Exequity) .
Other Directorships & Interlocks
| Category | Disclosed Item |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Bush’s Brothers (private company) board service; not a public issuer |
| Compensation committee interlocks | None during 2023; no member of AVD’s Compensation Committee served on another public company board with overlapping AVD insiders |
Expertise & Qualifications
- Skills matrix indicates Angelini brings agribusiness exposure, ESG/sustainability, financial literacy, global experience, human capital, M&A, strategy, and transformation capabilities .
- Finance literacy suitable for audit/committee service; broad C‑suite/global roles; food sector expertise aligned with AVD’s end markets .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| April 5, 2024 | 10,095 | Under 1% |
| April 5, 2025 | 19,269 | Under 1% |
Alignment policies:
- Director stock ownership guideline: accumulate and maintain shares equal to the number of shares received during first four full years; awards calculated at market closing price; vest immediately .
- Hedging/margin policy: executives and directors prohibited from hedging and from holding company securities in margin accounts .
- Stock ownership guidelines also apply to executives (4x CEO base; 2x other Section 16 officers), reinforcing alignment culture .
Governance Assessment
- Committee leadership and independence: Chairing the Compensation Committee with independent membership and use of an independent consultant (Exequity) supports pay discipline, KPI rigor, and clawback enforcement; concurrent Audit membership adds financial oversight depth .
- Engagement and attendance: Board met frequently (17 meetings in 2024) with full director attendance and regular executive sessions led by the independent lead director, indicating strong engagement .
- Director pay mix and alignment: Cash/equity mix ($95k cash, $80k stock in 2024) with immediate vest and four‑year accumulation policy promotes ownership, though immediate vesting reduces long‑term performance linkage (mitigated by mandatory holding guideline) .
- Ownership “skin in the game”: Beneficial ownership rose from 10,095 (2024) to 19,269 shares (2025), but remains <1% of outstanding—typical for outside directors; guideline compliance status not disclosed .
- Conflicts/interlocks: No compensation committee interlocks disclosed; related‑party transactions reviewed/approved by N&CG Committee with structured criteria (>$10,000 threshold), reducing conflict risk .
RED FLAGS / Watch Items
- Low personal share stake (<1%) is common for directors but limits direct economic exposure; monitor accumulation relative to the four‑year guideline .
- Director equity vests immediately; while aligned via holding requirements, lack of performance conditions in director equity can dilute pay‑for‑performance optics versus executive awards .
Overall, Angelini’s governance profile shows strong committee leadership, independence, and attendance, with meaningful relevant industry/commercial experience and structured oversight of pay programs and KPIs—factors supportive of investor confidence .