George C. Roeth
About George C. Roeth
George C. Roeth (age 64) is Lead Director at Oil-Dri Corporation of America and has served on the Board since 2016. He holds a BS in Business Administration from UC Berkeley (1983) and an MBA from Northwestern’s Kellogg School (1987). Roeth spent 27 years at The Clorox Company in senior marketing and operating roles, culminating as COO of Lifestyle, Household and Global Operating Functions (2013–2014); he later served as CEO of Central Garden & Pet (2016–2019) and was appointed ODC’s independent Lead Director in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | COO, Lifestyle/Household/Global Ops; Senior VP & GM; VP Growth & Marketing; VP Brand Development | 1987–2014 | Led global functions; chaired Glad JV Board (Clorox/P&G); known for profitable growth and operational rigor |
| Central Garden & Pet Company | President & CEO; Director | CEO: Jun 2016–Sep 28, 2019; Director since 2015 | Drove sales growth and operational improvements; consumer products depth |
| Clorox & Procter & Gamble Glad Products JV | Chairman of the Board (while SVP/GM at Clorox) | Prior to 2013 | Oversaw JV governance and performance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GP Act III Acquisition Corp. | Board Member | Feb 2021–Dec 2023 | SPAC governance experience |
| Gryphon Investors | Executive Advisory Board | Current | Private equity advisory perspective |
| Central Garden & Pet | Director | Since 2015 | Sector interlock with ODC customer |
Board Governance
- Independence: Determined independent under NYSE standards .
- Lead Independent Director: Appointed Lead Director in 2019; presides over executive sessions, liaises between non-management directors and management, and oversees Board information flow .
- Committee assignments: Executive Committee member; not on Audit/Compensation/Nominating/Retirement Plans .
- Attendance: Board met 4 times in FY2025; all directors, including Roeth, attended 100% of Board and committee meetings .
- Controlled company context: ODC is a NYSE “controlled company” relying on exemptions for Compensation and Nominating committees (not entirely independent, no written charters) despite a majority-independent Board .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | Program: $33,000 | Director program structure (all non-management directors) |
| Meeting fees | Program: $3,000 per meeting when virtual is only option or in-person; $1,500 when virtual with in-person available | Director program structure |
| Lead Director retainer | Program: $25,000 | Additional cash retainer for Lead Director |
| Total fees earned (Roeth) | $70,000 | Includes $25,000 Lead Director retainer |
| Stock awards (FY2025) | $0 | No stock awards granted to directors in FY2025 |
| Change in pension/deferred comp earnings | $284 | Executive deferred compensation plan interest above threshold |
| Total compensation (Roeth) | $70,284 | Sum of cash fees and deferred comp earnings |
Performance Compensation
- Stock awards: No director equity grants in FY2025; Roeth holds a prior grant of 2,000 restricted Common shares awarded on December 15, 2023, scheduled to cliff vest on December 15, 2025 .
- Performance metrics: None disclosed for director compensation; director equity awards are time-based, not performance-based .
| Equity Grant | Grant Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Restricted Common Stock | Dec 15, 2023 | 2,000 | Cliff vest Dec 15, 2025 | Not disclosed in FY2025 proxy |
Other Directorships & Interlocks
| Company | Relationship to ODC | Detail | FY2025 Exposure |
|---|---|---|---|
| Central Garden & Pet | Customer | Roeth had a post-employment consulting agreement with Central Garden & Pet until Sep 30, 2025; ODC sales to Central Garden & Pet and subs were $413,176 | $413,176 sales; RPT reviewed under policy; committee guidelines established; not individually approved each engagement |
Expertise & Qualifications
- Consumer products executive with proven track record driving profitable growth and cost reduction at Clorox and Central Garden & Pet; deep marketing and operations background .
- Governance experience as Lead Director; JV leadership; private equity advisory; SPAC board service .
Equity Ownership
| Holder | Common Shares | Notes | % of Outstanding Common | Class B Shares | Notes |
|---|---|---|---|---|---|
| George C. Roeth | 10,000 | Includes 8,000 in trust for Roeth and spouse, plus 2,000 restricted shares vesting Dec 15, 2025 | <1% (“*”) | 0 | None |
| Pledge/Hedging | — | Company policy prohibits hedging and pledging for directors; only exception disclosed is CEO pledging 260,000 Class B shares; no pledge by Roeth | — | — | — |
| Citations: (holdings and vesting detail), (insider trading policy and pledge prohibition; CEO pledge only). |
Governance Assessment
- Positives: Independent Lead Director with defined responsibilities; strong attendance (100%); majority-independent Board; executive sessions at each regular meeting; Roeth’s consumer products expertise aligns with ODC’s operations .
- Conflicts: Ongoing interlock with Central Garden & Pet (customer) through prior consulting arrangement until Sep 30, 2025; modest transactional exposure ($413,176 FY2025). Mitigated by a formal Related Party Transactions Policy and Audit Committee oversight with established guidelines; Roeth’s relationship disclosed and monitored .
- Compensation alignment: FY2025 director pay was cash-heavy with no new stock awards, but Roeth holds 2,000 time-based restricted shares vesting in 2025—moderate equity alignment; no performance-based equity for directors disclosed .
- Shareholder sentiment: Say-on-pay for FY2023 approved by 97.7% of votes cast, indicating broad investor support for pay practices and overall governance environment .
RED FLAGS
- Related party exposure: Customer interlock (Central Garden & Pet) with prior consulting by Roeth; requires continued monitoring under RPT policy .
- Controlled company exemptions: Compensation and Nominating committees not fully independent; no written charters—potential governance risk offset by majority-independent Board and Lead Director structure .
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