Patrick Gottschalk
About Patrick E. Gottschalk
Patrick E. Gottschalk (age 62) has served on American Vanguard Corporation’s (AVD) Board since June 2022. He holds a BS in Chemical Engineering from the University of Texas and an MBA from Pepperdine University. His operating background includes Chairman & CEO of Union Carbide (2007–2012) and President of Coatings, Monomers & Additives at The Dow Chemical Company (2012–2016), and he currently serves as a director of Superior Plus Corporation (TSX: SPB) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Carbide | Chairman & CEO | 2007–2012 | Led a major chemicals enterprise; strategic and operational leadership |
| The Dow Chemical Company (Coatings, Monomers & Additives) | President | 2012–2016 | Ran a multi‑billion dollar business; deep operations and strategy experience |
External Roles
| Organization | Role | Exchange | Notes |
|---|---|---|---|
| Superior Plus Corporation | Director | TSX: SPB | Current public company directorship |
Board Governance
- Independence: The Board determined seven of nine nominees are independent; exceptions are the CEO (Douglas Kaye III) and Mark Bassett. Gottschalk is independent .
- Lead Independent Director: Scott Baskin presides over executive sessions of non‑management directors .
- Attendance: In 2024 the Board met 17 times; all directors attended 100% of regular meetings and at least 75% of special Board and committee meetings .
- Committee Memberships and Role: Gottschalk is a member of Audit, Compensation, and Risk; he is not a chair .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Member | 5 |
| Risk | Member | 4 |
Executive sessions are held regularly without management present; Baskin serves as lead director .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 79,965 | 82,500 |
| Stock Awards ($) | 80,000 | 80,000 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 159,965 | 162,500 |
Director pay schedule (non‑management) in 2024:
- Cash retainer: $60,000
- Committee member retainers: Audit $10,000; Compensation $7,500; Risk $5,000
- Chair premiums: Audit $10,000; Compensation $7,000; Nominating/Governance and Risk $5,000; Finance $8,000
- No per‑meeting fees; $0 for executive sessions
- Special assignments: $2,000 per diem; conditional meeting fee $1,500 (>2 scheduled meetings)
Given Gottschalk’s committee memberships (Audit, Compensation, Risk), his 2024 cash fees align with: $60,000 base + $10,000 (Audit) + $7,500 (Comp) + $5,000 (Risk) = $82,500 .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Annual Director Equity Grant (Common Stock) | $80,000 grant; 4,398 shares; immediate vesting | $80,000 grant; 4,398 shares; immediate vesting |
| Performance Conditions | None for director stock awards (time‑based, fully vested on grant) | None for director stock awards (time‑based, fully vested on grant) |
Director stock ownership guidelines: Non‑management directors must accumulate and hold shares equal to the number granted over their first four full years of service; thereafter, they may elect to receive up to half of the annual stock award in cash. Grants are valued at closing price on grant date and vest immediately .
Other Directorships & Interlocks
| Company | Role | Interlock with AVD? |
|---|---|---|
| Superior Plus Corporation | Director | No interlocks disclosed; Compensation Committee interlocks section reports no member served on another public company board where an officer/director of that entity also served on AVD’s Board during 2024 |
Expertise & Qualifications
- C‑Suite/Senior Management, Operational Excellence, Strategy, Global experience, M&A; financially literate (Audit Committee member) .
- Career in chemicals and industrial operations (Union Carbide; Dow CMA) .
- Education: BS Chemical Engineering (University of Texas); MBA (Pepperdine) .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| April 5, 2025 | 61,803 | Under 1% |
| April 5, 2024 | 52,629 | Under 1% |
- Anti‑hedging policy: Directors and Section 16 officers are prohibited from hedging and certain non‑monetized transactions (e.g., zero‑cost collars, forward contracts) and holding Company securities in margin accounts .
- Director equity awards vest immediately; no unvested director equity outstanding from annual grants .
- Ownership guidelines apply (first four full years of grants must be held); compliance status for individual directors is not disclosed .
Governance Assessment
- Committee Assignments & Effectiveness: Gottschalk serves on Audit, Compensation, and Risk—three core oversight bodies—enhancing board coverage of financial reporting, pay governance, and enterprise risk. All members of Audit and Compensation are independent under NYSE standards; Audit has an “financial expert” chair (Macicek) . Risk Committee meets quarterly with wide Board participation, reinforcing risk culture .
- Independence & Attendance: Gottschalk is independent; the Board logged 17 meetings in 2024 with strong attendance (100% of regular meetings and at least 75% of special/committee sessions per director), supporting engagement quality .
- Director Compensation & Alignment: His pay mix combines $82,500 cash fees (base plus committee retainers) and $80,000 equity, with immediate vesting. Director ownership guidelines require holding four years’ worth of grants, and hedging/margin accounts are prohibited—favorable alignment features .
- Other Directorships & Interlocks: One external public board (Superior Plus); proxy reports no compensation committee interlocks across AVD’s Board in 2024—reducing information‑flow conflicts .
- Shareholder Signals: Advisory “Say‑on‑Pay” approvals were ~93% (2024), ~91% (2023), and ~83% (2022, contested)—indicative of investor support for compensation governance. The Compensation Committee employs an independent consultant (Exequity LLP), annually evaluated for independence .
- Related‑Party & Red Flags: No related‑party transactions are disclosed for Gottschalk. AVD’s N&CG Committee reviews any related‑person transactions >$10,000. Notably, Board member Mark Bassett provided consulting services (approx. $95,200 in 2023; $442,700 in 2024 “All Other Compensation”), and the Board concluded he remains independent for 2023; in 2025 Bassett is classified as non‑independent for general Board service. While this is a broader board‑level risk consideration, core committees on which Gottschalk serves remain fully independent under NYSE standards .
RED FLAGS
- None specific to Gottschalk disclosed (no related‑party transactions, strong attendance, independent status) .
- Board‑level context: paid consulting by another director (Bassett) elevates conflict risk; mitigated by committee independence and formal related‑party review protocols .
Implications for investors: Gottschalk’s deep operating background in chemicals and multi‑committee service support effective oversight at AVD. His compensation structure and ownership policies are aligned with governance best practices (equity holding requirements; anti‑hedging). No personal conflicts are indicated, and Board attendance is strong. Monitor continued independence and committee composition given Board refresh and any future consulting arrangements by directors .