Amy L. Ryan
About Amy L. Ryan
Independent director at Oil‑Dri Corporation of America since 2021; age 45. Founder and Chief Circular Economist of ESGStrategies with 20 years’ ESG/EHS risk and operational experience across mining, industrial manufacturing, and government; BS in Earth & Atmospheric Science (University at Albany, 2003) and Master’s in Business Management (Harvard University, 2020); Certified Environmental Auditor and Registered Environmental Manager . Board independence confirmed under NYSE standards; 100% attendance at Board and committee meetings in fiscal 2025; serves on the Nominating Committee (not Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ERM; WSP (formerly The Louis Berger Group) | Environmental management, risk assessments, audits | 2004–2018 | Led cross‑industry operational risk assessments and audits across mining/extractives and industrial manufacturing |
| Aramark Corporation | Corporate EHS and operational excellence | 2004–2018 (overlapping corporate roles) | EHS compliance and operational risk programs |
| Pharma and research facilities | Facilities compliance roles | 2018–2020 | Regulatory compliance support |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| ESGStrategies | Founder & Chief Circular Economist | Current | ESG strategy and operational frameworks consultancy |
| University at Albany – School of Business | Adjunct Professor | Current | Teaching ESG/circular economy topics |
| EU Circular Economy Alliance | Vice‑Chairwoman, Strategic Foresight Board | Current | Circular economy policy/strategy engagement |
| Harvard Alumni Association Disaster & Preparedness Response Teams; LifeWorks Community Action (Saratoga County); Capital District YMCA’s Camp Chingachgook | Director/Board member | Current | Non‑profit governance roles |
| Guest Lecturer (Harvard University; Hult International Business School; International Business School of the Americas) | Guest Lecturer | Current | ESG/circular economy lectures |
| Other public company boards | — | — | No other public company directorships disclosed in ODC’s proxy biography for Ms. Ryan |
Board Governance
| Item | Status |
|---|---|
| Independence | Independent under NYSE standards |
| Committees | Nominating Committee member; Chair is Ellen‑Blair Chube |
| Chair roles | None disclosed |
| Attendance (FY2025) | 100% for Board and her committees |
| Board meetings held (FY2025) | 4 Board meetings; Audit 4; Compensation 1; Nominating “—” meetings reported |
| Executive sessions | Regular non‑management executive sessions led by Lead Director |
| Controlled company context | ODC is a “controlled company”; majority‑independent Board, but relies on NYSE exemptions for Compensation and Nominating committee charters/independence (Nominating members are independent; committee has no written charter) |
Fixed Compensation
FY2025 director fee structure and Amy Ryan’s actual compensation.
- Structure: $33,000 annual cash retainer; $3,000 per meeting attended in person or when virtual is the only option; $1,500 when attending virtually if in‑person is available; additional retainers for certain chair roles (not applicable to Ryan) .
| Metric | FY2025 Amount |
|---|---|
| Annual cash retainer | $33,000 |
| Meeting fees (rate) | $3,000 (in‑person/only‑virtual) or $1,500 (virtual when in‑person is option) |
| Committee chair retainers (for reference) | Audit Chair $15,000; Compensation Chair $10,000 (Ryan is not a chair) |
| Director | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Amy L. Ryan (FY2025) | $45,000 | $0 (no director stock awards in FY2025) | $45,000 |
Additional note: Non‑employee directors may defer fees under an unfunded deferred compensation plan; company does not contribute; interest accrues at long‑term borrowing cost +1% (individual deferral elections not disclosed for Ms. Ryan) .
Performance Compensation
| Component | FY2025 Design for Directors |
|---|---|
| Performance‑based cash | None disclosed for directors (compensation is retainer + meeting fees) |
| Equity awards | No stock awards granted to directors in FY2025 |
| Performance metrics | None disclosed/applicable to director pay |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in ODC proxy biography for Ms. Ryan |
| Private/non‑profit/academic boards | Vice‑Chair, EU Circular Economy Alliance Strategic Foresight Board; Director on boards of Harvard Alumni Association Disaster & Preparedness Response Teams, LifeWorks Community Action, Capital District YMCA’s Camp Chingachgook; Adjunct Professor at University at Albany |
| Interlocks/related roles | No interlocking public company board/compensation committee relationships disclosed for Ms. Ryan; committee interlock disclosure names other directors (e.g., Nemeroff via Vedder Price) but not Ms. Ryan |
Expertise & Qualifications
- ESG/circular economy operator with two decades in EHS compliance, operational risk assessment, and ESG framework implementation across mining/extractives, industrial manufacturing, and government sectors .
- Education: BS, Earth & Atmospheric Science (2003); Master’s in Business Management (2020) .
- Credentials: Certified Environmental Auditor; Registered Environmental Manager; adjunct/guest lecturer roles signal subject‑matter depth and stakeholder engagement .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | Notes |
|---|---|---|---|
| Amy L. Ryan | Common | 2,900 | Includes 2,000 restricted shares awarded Dec 15, 2023, scheduled to cliff‑vest Dec 15, 2025; percent of class “*” (does not exceed 1%) |
Policy alignment:
- Hedging/pledging prohibited for directors absent limited pre‑approval; proxy discloses one pledge by CEO; no pledges disclosed for Ms. Ryan .
Governance Assessment
- Strengths: Independent status; 100% attendance; ESG/domain expertise additive to board skill mix; service on Nominating Committee aligns with refreshment and skills oversight .
- Alignment: Holds 2,900 common shares including 2,000 unvested RS scheduled to vest in Dec 2025, providing some ownership alignment .
- Compensation quality: Simple, cash‑based pay; no FY2025 director equity grants (reduces dilution/complexity but limits incremental equity alignment in year) .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Ms. Ryan; Related‑party items noted in proxy pertain to other individuals/entities (e.g., Vedder Price; Central Garden & Pet; Jaffee family employment) and are overseen under a formal policy .
- Structural caution: ODC is a controlled company relying on NYSE exemptions for Compensation and Nominating committee requirements and lacking written charters for those committees; while the Board remains majority‑independent and the Nominating Committee’s members are independent, investors often monitor controlled‑company exemptions for potential governance risk .
Net: For investors focused on board effectiveness and ESG oversight, Ryan’s expertise and engagement are positives. Key governance watch‑items are controlled‑company exemptions (committee independence/charters) and the absence of FY2025 equity grants to directors, which modestly tempers year‑over‑year ownership alignment despite Ryan’s existing restricted shares .