Lawrence E. Washow
About Lawrence E. Washow
Independent director of Oil-Dri Corporation of America (ODC); Age 72; director since 2013; currently Vice Chairman of ODC’s Board and Chairman of Aspire Brands, Inc. He holds a bachelor’s degree from Miami University (Oxford, OH) and an MBA from Northwestern University’s Kellogg School; formerly President & CEO and a director of AMCOL International Corporation (now Mineral Technologies Inc.) until 2010. Designated an “audit committee financial expert” under SEC rules, with extensive global experience in minerals, mining, manufacturing, and distribution, and broad public company governance/compliance credentials . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMCOL International Corporation (now Mineral Technologies Inc.) | President & CEO; Director | 2000–2010 | Led operations and governance at a public minerals company; deep industry and compliance experience . |
| Oil-Dri Corporation of America | Vice Chairman, Board of Directors | Since Oct 2020 | Board leadership role; supports governance continuity . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspire Brands, Inc. | Chairman | Not disclosed | Current external board chair role . |
| Various early-stage companies | Private investor and advisor | Ongoing | Advisory engagements; no related-party transactions disclosed with ODC . |
Board Governance
- Independence: The Board determined Washow is independent under NYSE standards; no material relationship with ODC or management; no disqualifying third-party relationships; no large contributions to organizations where independent directors are executives in excess of $1 million or 2% of revenues in the last three years .
- Committee assignments: Audit Committee (Chair); Nominating Committee (Member); Executive Committee (Member) . Audit Committee is comprised solely of independent directors per NYSE standards; Washow chairs alongside members Hindsley and Schmeda .
- Meetings/attendance: Fiscal 2025 Board held four meetings; all directors attended 100% of Board and committee meetings for which they served . Executive sessions of non-management directors are scheduled at all regular Board meetings; presided by the Lead Director (or Audit Chair if no Lead Director) .
- Engagement: The company’s practice is that all directors attend each annual meeting; all directors virtually attended the 2024 Annual Meeting. Stockholders may communicate directly with the Board or specific directors; process and addresses are specified in the proxy .
- Board refreshment signal: Governance Guidelines set a director retirement age of 72 at election; the Board granted a waiver for Mr. Washow and Mr. Selig on Oct 8, 2025, citing their skills and experience (extended service) .
Committee Membership Detail (FY2025)
| Committee | Membership | Chair? | FY2025 Meetings |
|---|---|---|---|
| Audit | Member | Yes | 4 . |
| Compensation | — | — | 1 (committee total; Washow not a member) . |
| Nominating | Member | No | Not disclosed . |
| Retirement Plans | — | — | Not disclosed . |
| Executive | Member | No | Not disclosed . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $33,000 | Standard non-management director retainer . |
| Audit Committee Chair retainer | $15,000 | Additional cash retainer for chair role . |
| Meeting fees (in-person or virtual-only) | $3,000 per meeting | Applies to Board or committee meetings attended in person or when virtual is the only option . |
| Meeting fees (virtual when in-person available) | $1,500 per meeting | Applies to remote attendance when an in-person option exists . |
| Total fees earned (FY2025) | $72,000 | Washow’s total director compensation in FY2025; no stock awards; no deferred comp change recognized . |
| Stock awards (FY2025) | $0 | No stock awards were granted to directors in FY2025 . |
| Deferred compensation program | Plan available | Non-employee directors may defer compensation; earns interest at long-term cost of borrowing + 1%; no company contributions . |
Performance Compensation
- Equity awards (FY2025): No director stock awards granted in FY2025 .
- Options: None disclosed for directors in FY2025 .
- Prior RSU/restricted stock: Washow’s beneficial ownership includes 2,000 restricted shares of Common Stock awarded Dec 15, 2023, scheduled to cliff vest Dec 15, 2025 .
Performance Metrics Tied to Director Compensation (FY2025)
| Award Type | Performance Metric | Target/Condition | Outcome |
|---|---|---|---|
| Director equity awards | None disclosed | N/A | No performance-conditioned director equity awards in FY2025 . |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Conflicts |
|---|---|---|---|
| Aspire Brands, Inc. | Chairman | Not disclosed | No related-party transactions with ODC disclosed . |
| AMCOL International Corporation | Director (while CEO) | Public (now Mineral Technologies Inc.) | Historical role; no current interlocks with ODC disclosed . |
Expertise & Qualifications
- Audit committee financial expert under SEC rules; strong business acumen; broad experience in management, operations, public company governance and compliance .
- Industry background in minerals, mining, manufacturing, distribution; global experience relevant to ODC’s operations .
- Education: BS (Miami University), MBA (Northwestern Kellogg) .
Equity Ownership
| Holder | Shares (Common) | Percent of Common | Class B Shares | Notes |
|---|---|---|---|---|
| Lawrence E. Washow | 30,000 | <1% | 0 | Includes 2,000 restricted shares of Common Stock awarded 12/15/2023, scheduled to cliff vest 12/15/2025; shares are not subject to any pledge per Security Ownership footnote . |
| Company insider trading policy | — | — | — | Prohibits hedging, short sales, margin, options, and pledging by directors and executives except limited pre-approval; only Mr. Jaffee has an approved pledge; no other approvals to date (implies no pledging by Washow) . |
Governance Assessment
- Board effectiveness: Washow chairs an all-independent Audit Committee, which oversaw FY2025 financial reporting and auditor independence and recommended inclusion of audited financials in the Annual Report—indicative of strong oversight . Committee assignments (Audit Chair; Nominating; Executive) align with his finance and operational expertise .
- Independence & engagement: Formally deemed independent; 100% meeting attendance; active executive sessions; accessible shareholder communications—supports investor confidence in oversight rigor .
- Alignment & incentives: FY2025 compensation is predominantly cash (retainer + meeting + chair fee) with no new equity grants; however, Washow holds 30,000 shares including 2,000 restricted shares vesting in Dec 2025, providing some equity alignment. Lack of FY2025 director equity grants may modestly reduce long-term alignment vs equity-heavy programs at peers .
- Conflicts & red flags: No related-party transactions or organizational contributions undermining independence; strict anti-hedging/pledging policy with no pledging approvals beyond the CEO; no director-specific legal proceedings disclosed—low governance conflict risk for Washow .
- Refreshment signal: Retirement age waiver at 72 (Oct 8, 2025) reflects Board preference for continuity due to skills/experience; investors may view as positive for institutional knowledge but should monitor board refresh diversity over time .
Overall signal: Independent audit chair with full attendance, strong financial expertise, and equity stake (albeit no FY2025 grant) is supportive of board effectiveness and investor confidence; no evident conflicts or related-party exposure .