Michael A. Nemeroff
About Michael A. Nemeroff
Independent director since 2006 (age 62), Nemeroff is President and CEO of Vedder Price P.C., a corporate and transactional law firm, with prior roles as Chair of the Finance & Transactions Group (since 1995) and member of the firm’s Board (since 1998). He holds a BA from SUNY Binghamton (1985) and a J.D. from George Washington University (1988) . On ODC’s Board, he has served 19+ years and is currently a member of the Compensation Committee; he is not classified as independent by ODC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vedder Price P.C. | President & CEO | 2005–present | Executive Committee member; leadership of corporate governance, M&A, executive compensation practices |
| Vedder Price P.C. | Chair, Finance & Transactions Group; Equity Shareholder | 1995–present | Led transactional practice; firm Board member since 1998 |
| Oil-Dri Corporation of America | Director | 2006–present | Compensation Committee member; governance and risk management insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Edgewater Funds | Executive Advisory Board | Ongoing | Chicago-based private equity firm advisory role |
| Uniting Voices Chicago | Executive Committee & Board Member | Ongoing | Non-profit leadership in music education |
| The Wallis Annenberg Center for the Performing Arts | Executive Committee Chair | Ongoing | Governance role at performing arts institution |
Board Governance
- Independence status: Not listed among independent directors; Board explicitly notes he is not independent on the Compensation Committee (controlled company exemptions applied) .
- Committee membership: Compensation Committee (member; not Chair). Current Chairs: Compensation—Ellen‑Blair Chube; Audit—Lawrence E. Washow; Lead Director—George C. Roeth .
- Attendance: 100% of Board and committee meetings in fiscal 2025; historically, 71% in fiscal 2018 due to short-notice conflicts (disclosed as an aberration) .
- Executive sessions: Non-management directors meet at all regular Board meetings, led by the Lead Director (Roeth) .
- Controlled company: ODC relies on NYSE exemptions; the Compensation Committee is not entirely independent and has no written charter .
Fixed Compensation
- Annual director retainer: $33,000 (FY2025) .
- Meeting fees: $3,000 per meeting when virtual is the only option or in-person; $1,500 when virtual attendance is optional .
- Committee fee: $5,000 for Compensation Committee service (Nemeroff) .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Fees ($) | 45,500 | 45,000 | 53,000 |
| Stock Awards ($) | — | 68,890 | — |
| Total ($) | 45,500 | 113,890 | 53,000 |
Performance Compensation
- Director equity grants: Time-based restricted stock; no performance metrics tied to director equity. In FY2025, no director stock awards; each director (incl. Nemeroff) held 2,000 restricted shares as of July 31, 2025, scheduled to vest on December 15, 2025 .
| Equity Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director Stock Award ($) | 68,890 (granted FY2024) | 0 (no grants FY2025) |
| Nemeroff Restricted Shares Outstanding (#) | 1,000 (granted 12/15/2023; vests 12/15/2025) | 2,000 (scheduled to vest 12/15/2025) |
Note: ODC’s Compensation Committee applies pay-for-performance to executives (adjusted pre-tax, pre-bonus income with thresholds/targets/caps), but director compensation is cash retainer/meeting fees plus occasional time-based equity grants (no director performance metrics) .
Other Directorships & Interlocks
- Interlocks: Company discloses no compensation committee interlocks with other public companies; notes Nemeroff’s role at Vedder Price and significant legal services to ODC (see Related Party) .
- Public company boards: None disclosed for Nemeroff .
Expertise & Qualifications
- Corporate governance, M&A, executive compensation, risk management; senior law firm operational leadership. Education: BA (SUNY Binghamton), JD (George Washington) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (Common Shares) | 57,802 |
| Ownership as % of Common Shares Outstanding | ~0.56% (57,802 / 10,373,180 common shares outstanding) |
| Restricted Shares (Unvested) | 2,000 (vest 12/15/2025) |
| Other Common Shares | 55,802 (total minus restricted) |
| Pledged/Hedged | Company prohibits hedging/pledging; only CEO has an approved pledge; no other approvals noted |
Related Party Transactions (Conflict Risk)
| Fiscal Year | Payments to Vedder Price P.C. ($) |
|---|---|
| FY 2020 | 420,424 |
| FY 2021 | 703,098 |
| FY 2023 | 215,155 |
| FY 2024 | 1,980,213 |
| FY 2025 | 1,586,072 |
- Policy: Audit Committee oversees related party transactions; management must present material facts; directors with interests must recuse. Guidelines established for ongoing dealings with Vedder Price; individual engagements are not reviewed case-by-case under those guidelines .
- Materiality: FY2024–FY2025 legal spend is material in magnitude and recurring, representing a potential appearance of conflict given Nemeroff’s role as President & CEO and shareholder at the firm .
Governance Assessment
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Strengths:
- Deep governance and transactional expertise; long tenure benefits Board continuity .
- Strong attendance and engagement in recent years; 100% in FY2025 .
- No Section 16 delinquency disclosures for Nemeroff in recent proxies (late filings disclosed for others) .
-
Concerns and potential investor confidence impacts:
- RED FLAG: Significant recurring legal fees to Vedder Price ($1.98M FY2024; $1.59M FY2025) while Nemeroff serves as its President & CEO; although policies require recusal and guidelines exist, the magnitude and trend warrant scrutiny of bidding, pricing, and alternative counsel processes .
- RED FLAG: Not independent; sits on Compensation Committee; ODC relies on “controlled company” exemptions and the Compensation Committee lacks a written charter—this may weaken perceived board independence over pay decisions .
- Controlled company governance model concentrates influence; investors should monitor independence, executive sessions, and Lead Director effectiveness .
- Director ownership alignment is modest (~0.56% of common shares), though unpledged and compliant with anti-hedging policy .
-
Mitigations to monitor:
- Continued disclosure of related-party engagement guidelines and any competitive sourcing for legal services .
- Compensation Committee process quality despite mixed independence; clarity of performance metrics and cap structures remains robust for executives .
- Ongoing 100% attendance and executive session practices .