Paul M. Hindsley
About Paul M. Hindsley
Paul M. Hindsley (age 66) has served on Oil-Dri Corporation of America’s Board since 2019. He is Senior Director, Investment Banking at William Blair & Company, with prior roles at Harris Trust & Savings Bank (VP, Commercial Banking) and BMO Capital Markets (Director, Investment Banking). He holds a B.S. in Management Science from Duke (1981) and a Master of Management from Northwestern’s Kellogg (1986). He is designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harris Trust and Savings Bank | Vice President, Commercial Banking | 1981–1989 | Commercial lending leadership |
| BMO Capital Markets | Director, Investment Banking | 1989–1997 | Led M&A, equity/debt financing |
| William Blair & Company | Senior Director, Investment Banking | 1997–present | >300 transactions; consumer/industrial focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William Blair & Company | Senior Director, Investment Banking | 1997–present | Ongoing investment banking leadership |
No other public company directorships disclosed for Hindsley .
Board Governance
| Attribute | Status | Details |
|---|---|---|
| Independence | Independent director | Determined independent under NYSE standards |
| Committees | Audit; Nominating | Audit member; Nominating member; not a chair |
| Financial Expertise | Audit committee financial expert | Board designated Hindsley as an SEC “financial expert” |
| Attendance | 100% | Director attended 100% of Board and committee meetings in FY2025 |
| Lead Independent Sessions | In place | Regular executive sessions led by Lead Director |
Fixed Compensation
| Fiscal Year | Annual Cash Retainer ($) | Meeting/Committee Fees ($) | Chair Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 33,000 | Included in total; per-meeting $3,000 in-person/$1,500 virtual | None for Hindsley | 0 | 54,000 |
| 2024 | 30,000 | Meeting fees plus $5,000 Nominating Committee service | None for Hindsley | 68,890 | 127,890 |
Notes:
- FY2025 director cash compensation consisted of retainer plus meeting fees; no equity grants to directors were made in FY2025 .
- FY2024 director cash compensation included a $5,000 fee for Nominating Committee service; equity grant valued at $68,890 .
Performance Compensation
| Grant | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Common) | Dec 15, 2023 | 1,000 | 68,890 | Cliff vest Dec 15, 2025 | Adjusted to 2,000 shares after 2-for-1 split effective Jan 3, 2025 |
FY2025: No director stock awards granted; as of July 31, 2025 each non-management director held 2,000 restricted shares (reflects the 2025 stock split adjustment) .
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| William Blair & Company | Hindsley is Senior Director | Shared firm affiliation with director Ellen-Blair Chube (former Managing Director through 2023) |
| Vedder Price P.C. | ODC engagements | Related-party transactions with director Nemeroff’s firm ($1,586,072 in FY2025), not involving Hindsley |
| Central Garden & Pet | ODC customer | Sales of $413,176 in FY2025 tied to director Roeth’s former employer; not involving Hindsley |
No related-party transactions disclosed involving Hindsley or William Blair & Company .
Expertise & Qualifications
- Deep transactional background: mergers and acquisitions; equity/debt financing across consumer and industrial sectors .
- SEC-designated audit committee financial expert; strengthens audit oversight .
- Brings strong financial perspective relevant to consumer products and packaging industries .
Equity Ownership
| Holder | Common Shares Owned | % of Common Outstanding | Class B Shares Owned | % of Class B Outstanding | Restricted Shares (Common) | Notes |
|---|---|---|---|---|---|---|
| Paul M. Hindsley | 16,000 | <1% (“*” per proxy) | — | — | 2,000 (post-split) | Restricted shares awarded 12/15/2023; vest 12/15/2025 |
Context:
- Shares outstanding as of Oct 13, 2025: 10,373,180 Common; 4,269,856 Class B .
- Insider Trading Policy: Hedging/pledging prohibited for directors except limited advance-approved exceptions; only CEO had a pledge approval, none for Hindsley .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 97.7% for FY2023, cited by Compensation Committee as supportive of program design .
- 2024 Director election results (signal of investor support): Hindsley received 21,911,031 “For”; 3,426,724 “Withheld”; 623,153 broker non-votes .
Governance Assessment
- Strengths: Independent status; audit/nominating committee service; SEC financial expert designation; 100% attendance—supports board effectiveness .
- Alignment: Holds restricted stock that vests Dec 2025; however, no director equity awards in FY2025 (cash-only year)—watch for continued annual equity to maintain alignment .
- Conflicts: No related-party transactions involving Hindsley; shared William Blair affiliation with another director (Chube) may warrant periodic monitoring but no transactions disclosed .
- Structural context: ODC is a “controlled company” relying on NYSE exemptions for Compensation and Nominating Committees (not fully independent), increasing importance of independent voices like Hindsley on Audit and Nominating .
- RED FLAGS: None specifically tied to Hindsley disclosed. Company-level related-party engagements (Vedder Price; Central Garden & Pet) and controlled-company exemptions are noteworthy governance risks to monitor .
Board Governance (detail)
| Committee | Members | Chair | FY2025 Meetings | Hindsley Role |
|---|---|---|---|---|
| Audit | Washow, Hindsley, Schmeda | Washow | 4 | Member; “financial expert” |
| Nominating | Chube, Ryan, Washow, Hindsley | Chube | — | Member |
| Compensation | Chube, Nemeroff, Selig | Chube | 1 | Not a member |
Executive sessions at each regular Board meeting; led by Lead Director (Roeth) .
Director Compensation Mix (trend)
- FY2024: Cash ($59,000) plus equity grant ($68,890)—balanced cash/equity mix .
- FY2025: Cash-only ($54,000); no new director stock awards—mix shifts to guaranteed cash; equity alignment maintained via previously granted restricted shares that vest in Dec 2025 .
Related Party Transactions (exposure check)
- No transactions involving Hindsley disclosed .
- Other RPTs: Payments to Vedder Price (Nemeroff) $1,586,072; sales to Central Garden & Pet $413,176; family employment of Jaffee relatives; all under policy oversight .
Performance & Track Record (signals)
- 2024 election support for Hindsley strong but with higher withholds than some peers—could reflect portfolio voting patterns; no controversies disclosed .
- Audit Committee report signed by Washow (Chair), Hindsley, Schmeda—active oversight of financial reporting and independence .
Employment & Contracts
- Not applicable for non-employee director; no employment agreement or severance terms disclosed for directors .
Equity Ownership & Alignment Policy
- Director restricted shares exist; no director-specific stock ownership guidelines disclosed. Company prohibits hedging/pledging; only CEO had an approved pledge; none for Hindsley .