Ellen-Blair Chube
About Ellen-Blair Chube
Ellen-Blair Chube (age 44) has served as an independent director of Oil-Dri Corporation of America since 2018. She holds a BA in political science from Northwestern University (2002) and a JD from Georgetown University (2005). Her career spans public policy, financial services, and client service leadership, including senior roles at Ariel Investments and William Blair & Company, with committee experience in audit and human resources, positioning her as a governance-oriented director with regulatory and finance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (Office of Rep. Harold Ford Jr.) | Senior Advisor | 2006 campaign; earlier House service | Financial services and economic policy engagement |
| Brownstein Hyatt Farber Schreck, LLP | Associate, Government Affairs | 2007 | Exposure to legislative advocacy |
| U.S. Senate (Sen. Evan Bayh) | Staff Director, Banking Subcommittee on Security, International Trade and Finance | 2009–2011 | Financial services/economic policy; worked on Dodd-Frank priorities |
| Ariel Investments | Vice President & Chief of Staff to CEO John W. Rogers Jr. | 2011–2015 | Finance and corporate governance exposure |
| William Blair & Company | Partner, Managing Director & Client Service Officer | 2015–2023 | Client service leadership in financial services |
| Equity Commonwealth (NYSE: EQC) | Trustee; Nominating & Corporate Governance Committee; Audit Committee | Until June 2025 | Public company governance, audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Uniting Voices Chicago | Chair, Board of Directors | Current | Civic leadership |
| Museum of Contemporary Art, Chicago | Trustee | Current | Non-profit governance |
| Equity Commonwealth (NYSE: EQC) | Trustee; Nominating & Corporate Governance; Audit | Until June 2025 | Public REIT board experience |
Board Governance
- Independence: Determined independent under NYSE standards .
- Committee leadership: Chair, Compensation Committee; Chair, Nominating Committee .
- Attendance: Board held 4 meetings in fiscal 2025; all directors attended 100% of Board and relevant committee meetings .
- Executive sessions: Non-management directors meet in executive session at all regular Board meetings; sessions presided by the Lead Director .
- Controlled company: ODC is a “controlled company” under NYSE standards and relies on exemptions for Nominating and Compensation Committees (not required to be entirely independent) .
- Committee independence context:
- Nominating Committee: Members (including Chair) meet NYSE independence requirements; no written charter .
- Compensation Committee: Not entirely independent; includes a non-independent member; no written charter .
Fixed Compensation
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $33,000 | Standard non-management director retainer |
| Committee chair retainer | $10,000 | Compensation Committee Chair retainer |
| Meeting fees | Included in total | $3,000 per meeting attended in-person/virtual-only; $1,500 if virtual when in-person available |
| Total cash fees earned | $58,000 | Includes chair retainer and meeting fees |
| Equity awards to directors | $0 | No director stock awards granted in FY2025 |
Performance Compensation
- No performance-based or incentive compensation disclosed for directors. Director pay consists of cash retainers and meeting fees; no FY2025 equity awards to directors .
Other Directorships & Interlocks
- Public board: Equity Commonwealth trustee (through June 2025), serving on Nominating & Corporate Governance and Audit Committees .
- Notable network ties: ODC director Paul Hindsley is Senior Director, Investment Banking at William Blair; Chube previously held senior roles at William Blair, indicating potential network interlocks though no transaction is disclosed tied to this relationship .
- Related-party context on Board: Compensation Committee member Michael A. Nemeroff is CEO of Vedder Price P.C., which received $1,586,072 in fees from ODC in FY2025 . Central Garden & Pet, tied to director George Roeth, had $413,176 in sales with ODC in FY2025 .
Expertise & Qualifications
- Regulatory and policy expertise from Senate Banking Subcommittee leadership during Dodd-Frank era .
- Financial services and client service leadership at Ariel Investments and William Blair .
- Public-company governance experience (EQC trustee; committee work) .
- Committee competencies referenced: audit, human resources (compensation) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Restricted shares held (as of 7/31/2025) | 2,000 | Each non-management director (other than the CEO) held 2,000 restricted common shares as of fiscal year-end |
| New director stock awards in FY2025 | 0 | No director equity grants in FY2025 |
Governance Assessment
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Strengths
- Independent director with relevant policy, audit, and compensation committee experience; chairs both Compensation and Nominating Committees .
- Full attendance and active committee leadership; Board and committee meeting attendance at 100% in FY2025 supports engagement .
- Nominating Committee independence aligns with governance best practices despite controlled company status .
- High historical say-on-pay support (97.7% in FY2023), indicating shareholder alignment with compensation practices overseen by the Compensation Committee .
-
Concerns and potential conflicts
- Controlled company exemptions relied upon for Nominating and Compensation Committees (not required to be entirely independent) increase risk of influence by controlling shareholders in key governance processes .
- Compensation Committee includes a non-independent director and has no written charter, which can weaken formal oversight structures; as Chair, Chube operates within this less formal framework .
- Material related-party transactions with a firm led by a Compensation Committee member (Vedder Price P.C.; $1.586M FY2025 fees) present perceived conflict risks requiring robust oversight and recusal protocols; Audit Committee guidelines exist but optics remain a concern for investors .
- Board interlocks via prior William Blair affiliation and current William Blair executive director (Hindsley) can create perceived entrenchment or soft conflicts, even without disclosed transactions .
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Signals for investors
- Cash-heavy director compensation and absence of annual director equity grants in FY2025 reduce equity alignment; however, legacy restricted share holdings exist (2,000 shares), modest in scale .
- Executive sessions are routine and presided by an independent Lead Director, supporting independent oversight .
- Insider Trading Policy prohibits hedging/pledging for directors and executives with limited exceptions; one pledge disclosed for the CEO (not for directors), which the Board should continue to monitor as a risk signal .
RED FLAGS: Controlled company reliance on committee independence exemptions ; Compensation Committee includes non-independent member and lacks a charter ; material fees to a firm led by Compensation Committee member (Vedder Price) .
Positive Signals: Nominating Committee independence and Chube’s leadership ; 100% attendance ; strong say-on-pay support ; routine executive sessions .