Daniel S. Jaffee
About Daniel S. Jaffee
Daniel S. Jaffee, age 61, is Chairman (since 2018), President (since 1995), and CEO (since 1997) of Oil-Dri Corporation of America; he joined the Board in 1992 and the company in 1987 after earning a B.A. from Georgetown University (1986) and later an MBA from Kellogg (2004) . Pay-versus-performance disclosure shows strong multi-year alignment: cumulative TSR value per $100 initial investment rose to $350.93 by FY2025, with net income of $53,996,333 and the key incentive metric (adjusted pre-tax, pre-bonus income) at $79,174,000 for FY2025, all above FY2024 levels . Incentives are tied to adjusted pre-tax, pre-bonus income versus budget (the company-selected metric), with FY2025 above target driving 139.4% of target payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oil-Dri Corporation of America | Product Manager, Industrial & Agricultural Divisions | 1987–1989 | Early operating experience across product lines |
| Oil-Dri Corporation of America | Chief Financial Officer | 1990–1995 | Led finance; established multi-functional leadership foundation |
| Oil-Dri Corporation of America | Group VP roles (Canadian & domestic operations, finance, MIS, consumer products) | 1990–1995 | Broadened operational oversight and systems leadership |
| Oil-Dri Corporation of America | Chief Operating Officer | 1995–1997 | Transitioned to enterprise-wide execution leadership |
| Oil-Dri Corporation of America | President | 1995–present | Strategic leadership and growth execution |
| Oil-Dri Corporation of America | Chief Executive Officer | 1997–present | Accountability for performance; incentive design input |
| Oil-Dri Corporation of America | Chairman of the Board | 2018–present | Board leadership; succession and governance oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elkay Manufacturing Company | Director (prior) | Not disclosed | External board experience; governance perspective |
| Anti-Cruelty Society of Chicago | Director | Current | Civic engagement; stakeholder orientation |
| Chicago History Museum | Trustee | Current | Community leadership; reputation |
| Kellogg School of Management; Marquette University | Ethical leadership speaker | Ongoing | Reinforces “tone at the top” ethics emphasis |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $840,533 | $870,000 | $904,800 |
| All Other Compensation ($) | $896,957 | $242,150 | $255,611 |
| Director Fees ($) | — (employee director not paid) | — | — |
Notes (FY2025 details): Perquisites $103,162 (incl. directed charitable donations $75,518, auto allowance, private plane use, cleaning services), dividends on unvested restricted stock $134,441, 401(k) company match $18,008 .
Performance Compensation
| Component (FY2025) | Target (% of Base) | Target ($) | Actual Corporate Outcome | Payout (% of Target) | Actual Paid ($) | Vesting |
|---|---|---|---|---|---|---|
| Cash Incentive Award | 70% | $633,360 | Adjusted pre-tax, pre-bonus income $79,174,000 vs target $70,796,000 | 139.4% | Included in total $1,135,162 non-equity incentive comp | Cash following fiscal year |
| Cash Award in lieu of Executive Deferred Bonus | 20% | $180,960 | Same corporate measure as above | 139.4% | Included in total $1,135,162 non-equity incentive comp | Cash (non-deferred) |
Performance metric design (FY2025): Adjusted pre-tax, pre-bonus income measured vs budget; thresholds and caps: threshold $54,867,000 (25% payout), target $70,796,000 (100%), maximum $92,035,000 (200%); executive deferred bonus for other NEOs vests after three years (Jaffee excluded by request in FY2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership (Class B) | 1,198,282 shares; 28.06% of Class B; 22.58% of aggregate voting power |
| Common stock owned | None (0%) |
| Restricted stock outstanding | 268,000 Class B shares unvested at 7/31/2025; vesting: 82,000 on 10/19/2025; 62,000 each on 10/19/2026, 10/19/2027, 10/19/2028 |
| Shares pledged (collateral) | 260,000 Class B shares pledged to a bank as personal loan collateral (approved under Insider Trading Policy) |
| Controlled company structure | Jaffee Investment Partnership L.P. owns 2,500,000 Class B (58.55% of Class B; 47.11% of aggregate vote); Daniel S. Jaffee holds a majority of GP votes and generally has voting control, but disclaims beneficial ownership of partnership shares |
| Ownership guidelines | No executive ownership guidelines; NEOs generally hold meaningful equity via awards |
| Hedging/pledging policy | Hedging, short sales, margin accounts, and pledging prohibited except limited, pre-approved exceptions; Jaffee’s pledge noted above |
Employment Terms
| Scenario (as of 7/31/2025) | Executive Deferred Bonus Account ($) | Unvested Restricted Stock Value ($) | Notes |
|---|---|---|---|
| Change in Control, Death, Disability | — | $15,115,200 (268,000 × $56.40) | Immediate vesting of restricted shares on listed events; price basis $56.40 |
| Termination without Cause / Good Reason (pre-CoC) | — | $4,624,800 (next tranche only) | Vests next scheduled tranche; remainder forfeited |
| Retirement (after age 65) | — | Full vesting | As defined in award agreements |
Company-wide provisions: No employment or severance agreements; plan-based single-trigger vesting for Executive Deferred Bonus accounts upon death, disability, retirement (age+service criteria), and change in control; restricted stock for NEOs vests upon death, disability or change in control; retirement vesting requires Committee approval and age+service criteria .
Clawback: Incentive compensation tied to financial measures (including stock price/TSR) is subject to recoupment for restatements within prior three fiscal years (effective for awards on/after Oct 2, 2023) . Tax gross-ups: None promised under 280G/409A; Section 162(m) deductibility constraints acknowledged .
Board Governance
- Dual role: Combined Chairman and CEO; Board appoints an independent Lead Director (George C. Roeth since 2019) to preside executive sessions, liaise with management, and oversee information flow .
- Controlled company: Relies on NYSE exemptions; Compensation and Nominating Committees are not fully independent and have no written charters; majority of Board is independent .
- Committee memberships and attendance: Jaffee chairs Retirement Plans and Executive Committees; Board held four meetings with 100% attendance by all directors in FY2025 .
- Executive sessions: Non-management directors meet in executive session at all regular Board meetings, led by the Lead Director .
| Committee Membership (FY2025) | Audit | Compensation | Nominating | Retirement Plans | Executive |
|---|---|---|---|---|---|
| Daniel S. Jaffee | Chair | Chair | |||
| Lawrence E. Washow | Chair | X | X | ||
| Ellen-Blair Chube | Chair | Chair | |||
| Paul M. Hindsley | X | X | |||
| Michael A. Nemeroff | X | ||||
| George C. Roeth (Lead Director) | X | ||||
| Amy L. Ryan | X | ||||
| Patricia J. Schmeda | X | ||||
| Allan H. Selig | X |
Director compensation (FY2025): Employee directors (e.g., Jaffee) receive no additional director pay; non-management directors receive $33,000 annual retainer plus meeting fees; selected chair retainers (e.g., Lead Director $25,000; Audit Chair $15,000; Compensation Chair $10,000) .
Compensation Trends (Multi-Year)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | — | $7,973,750 | — |
| Non-Equity Incentive Plan Compensation ($) | $1,512,959 | $1,466,559 | $1,135,162 |
| Total Compensation ($) | $3,297,023 | $10,603,516 | $2,295,850 |
Pay-versus-performance summary: CEO Compensation Actually Paid (CAP) was $5,678,773 (FY2023), $10,736,516 (FY2024), $8,824,590 (FY2025); TSR value per $100 rose from $188.86 (FY2023) to $199.30 (FY2024) to $350.93 (FY2025); net income increased to $53,996,333 (FY2025); company-selected measure (adjusted pre-tax, pre-bonus income) reached $79,174,000 (FY2025) .
Related Party Transactions (FY2025)
| Party | Relationship | Description | Amount ($) |
|---|---|---|---|
| Karen Jaffee Cofsky | Sister of Daniel S. Jaffee | VP of Benefits compensation | Salary $134,106; Cash Incentive $46,736; Executive Deferred Bonus $18,694 |
| Thomas F. Cofsky | Brother-in-law | VP of Global Infrastructure compensation | Salary $283,712; Cash Incentive $138,423; Executive Deferred Bonus $79,099 |
| Vedder Price P.C. | Director Michael A. Nemeroff’s firm | Legal services fees | $1,586,072 |
| Central Garden & Pet | Customer; Director George C. Roeth former CEO | Net sales to customer | $413,176 |
SAY-ON-PAY & Shareholder Feedback
- FY2023 say-on-pay approval: 97.7% of votes cast; Compensation Committee views this as support for program design .
Equity Vesting Schedule (Supply Consideration)
| Tranche | Date | Shares |
|---|---|---|
| Class B restricted shares | 10/19/2025 | 82,000 |
| Class B restricted shares | 10/19/2026 | 62,000 |
| Class B restricted shares | 10/19/2027 | 62,000 |
| Class B restricted shares | 10/19/2028 | 62,000 |
Insider trading policy restricts hedging/pledging; Jaffee’s 260,000 pledged shares are a disclosed exception approved under policy .
Employment Terms (Change-of-Control Economics)
| Element | Trigger | Treatment |
|---|---|---|
| Executive Deferred Bonus accounts (plan-wide) | Death, disability, retirement (age+service), change in control | Immediate vesting/payment (as allowed by law) |
| Restricted Stock (NEOs, plan-wide) | Death, disability, change in control | Immediate vesting |
| Jaffee restricted stock (specific) | Termination w/o cause or for good reason (pre-CoC) | Next tranche vests; remainder forfeited |
| Jaffee restricted stock (specific) | Retirement after age 65 | Full vesting |
| Jaffee restricted stock (specific) | Change in control followed by death, disability, or termination w/o cause or for good reason | Full vesting |
Board Service History, Roles, and Dual-Role Implications
- Board service: Director since 1992; Chairman since 2018; Lead Independent Director structure established (Roeth) to mitigate combined Chair/CEO governance concerns .
- Committee roles: Chair of Retirement Plans Committee; Chair of Executive Committee; management director (non-independent) .
- Independence and controlled company: Majority-independent Board but relies on NYSE “controlled company” exemptions; Compensation and Nominating Committees lack full independence and charters, raising potential governance scrutiny; mitigations include executive sessions and a Lead Director .
Investment Implications
- Alignment vs entrenchment: Very high insider voting control via Class B (direct 28.06% and general partner control over 58.55% at partnership) strengthens long-term alignment but increases entrenchment risk and reduces minority influence; combined Chair/CEO with controlled company exemptions compounds governance concentration .
- Incentive design quality: Single, profit-focused metric (adjusted pre-tax, pre-bonus income) with capped payouts and an effective clawback aligns pay with profitable growth; strong FY2025 performance drove 139.4% of target payouts; absence of 280G/409A gross-ups is shareholder-friendly .
- Selling pressure considerations: Class B vesting cadence (Oct 19 annually through 2028) creates potential supply windows; 260,000 pledged shares introduce collateral risk under stress scenarios, though pledging is tightly controlled by policy .
- Retention risk: No employment agreements or severance plans; retention largely via sizable unvested equity and deferred bonus constructs; Jaffee’s award terms provide robust vesting protections on retirement/change-in-control, reducing exit risk .
- Shareholder sentiment: 97.7% say-on-pay approval (FY2023) supports the compensation framework; continued monitoring warranted given controlled company exemptions and related-party transactions .