Susan M. Kreh
About Susan M. Kreh
Chief Financial Officer and Chief Information Officer of Oil-Dri Corporation of America since December 2018; previously CFO and VP, Information Technology for Johnson Controls International’s Power Solutions business (2010–2017). Age 63 and ~7 years of tenure at ODC as of FY2025 . Under her finance leadership, the company delivered FY2024 record net sales of $437.6M (+6% YoY), record gross profit of $125.1M (+21% YoY), and highest annual net income of $39.4M (+33% YoY) . Total shareholder return on a $100 initial investment (7/31/2021 base) reached $350.93 by FY2025, illustrating strong equity performance alongside rising adjusted pre-tax, pre-bonus income used to fund incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oil-Dri Corporation of America | CFO & CIO | Dec 2018–present | Led finance/IT through expansion, record FY2024 results, stock split execution |
| Johnson Controls International (Power Solutions) | CFO & VP, Information Technology | 2010–2017 | Oversaw finance and IT for a large industrial business unit |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in company filings |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 468,500 | 500,000 | 522,500 |
| Incentive Structure (FY2025) | Target (% of Base) | Threshold (% of Base) | Maximum (% of Base) |
|---|---|---|---|
| Cash Incentive Award | 50.0% | 12.5% | 100.0% |
| Executive Deferred Bonus Award | 20.0% | 15.0% | 40.0% |
| Total Annual Incentive Opportunity | 70.0% | 27.5% | 140.0% |
| Actual Compensation (FY2025) | Amount ($) |
|---|---|
| Salary | 522,500 |
| Stock Awards (Grant-date fair value) | 1,277,540 |
| Non-Equity Incentive Plan Compensation (Cash + Deferred) | 509,855 |
| Change in Deferred Comp Earnings (>120% AFR) | 220 |
| All Other Compensation (perqs, dividends, matches) | 111,737 |
| Total | 2,421,852 |
| All Other Compensation Detail (FY2025) | Amount ($) |
|---|---|
| Perquisites (directed charitable donations) | 7,500 |
| Dividends on Unvested Restricted Stock | 19,065 |
| Interest on Executive Deferred Bonus | 26,508 |
| 401(k) Company Matching | 21,404 |
| Deferred Compensation Matching | 37,260 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Pre-Tax, Pre-Bonus Income (vs. budget) | 100% | $70,796,000 | $79,174,000 | 139.4% of target (Cash + Exec Deferred) | Cash: paid post-FY; Executive Deferred: payable in full at 3 years (7/31/2028), subject to employment; earns interest at long-term borrowing +1% |
| FY2025 Award Targets (Kreh) | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Cash Incentive Award | 65,313 | 261,250 | 522,500 |
| Executive Deferred Bonus Award | 78,375 | 104,500 | 209,000 |
Notes
- Plan uses a single company-wide measure (adjusted pre-tax, pre-bonus income) to align pay with profitability and shareholder returns; payouts interpolated linearly between thresholds .
- No individual KPI weighting disclosed beyond the single corporate metric; CEO has limited adjustment authority but no additional discretionary changes were made in FY2025 .
Equity Ownership & Alignment
| Beneficial Ownership (as of Oct 13, 2025) | Shares | % of Outstanding |
|---|---|---|
| Common Stock (total) | 94,100 | Below 1% |
| Unvested Restricted Common Shares | 50,000 | — |
| Outstanding ODC Equity Awards (Kreh) | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock | 10/19/2024 | 7,000 | 239,540 | Cliff vest 10/19/2028 |
| Restricted Stock | 4/18/2025 | 25,000 | 1,038,000 | Cliff vest 10/19/2029 |
| Scheduled Restricted Stock Vesting | Oct 19, 2025 | Oct 19, 2027 | Oct 19, 2028 | Oct 19, 2029 |
|---|---|---|---|---|
| Shares Scheduled to Vest | 10,000 | 8,000 | 7,000 | 25,000 |
Additional Alignment and Restrictions
- Insider Trading Policy prohibits hedging and pledging; pledging only permitted in very limited cases with advance approval. No pledging disclosed for Kreh; only the CEO has a disclosed pledge (260,000 Class B shares) .
- No executive stock ownership guidelines; however executives typically hold meaningful stock via annual equity awards .
Deferred Compensation
| Deferred Compensation (FY2025) | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| 2005 Deferred Compensation Plan | 79,452 | 37,957 | 15,931 | 339,900 |
Employment Terms
- No employment agreement or prospective severance plan; termination/change-in-control benefits arise only from existing compensation plans .
- Change-in-control, death, or disability: Executive Deferred Bonus account vests and restricted stock vests immediately; for Kreh, indicative amounts at 7/31/2025: $509,412 (Deferred Bonus) and $2,820,000 (Restricted Stock market value), total $3,329,412 .
- Retirement acceleration requires age + years of service ≥80 and substantial cessation of services; committee approval needed for accelerated vesting upon retirement for restricted stock .
- Clawback policy (Dodd-Frank compliant): recoupment of incentive compensation based on restated financials within 3 fiscal years; includes measures tied to stock price and TSR .
Investment Implications
- Pay-for-performance alignment: Incentives tied 100% to adjusted pre-tax, pre-bonus income; FY2025 payout at 139.4% of target indicates strong linkage to profitability and budget discipline . Say-on-pay support remains high (97.7% approval for FY2023), signaling shareholder endorsement of the program .
- Retention and potential selling pressure: Significant unvested equity (50,000 shares) with clustered vesting dates (10/19/2025, 10/19/2027–2029) plus 3-year deferred bonus scheduled for 7/31/2028 suggest strong retention hooks but also potential supply near vest dates if shares are sold upon vesting .
- Governance and risk: No employment/severance guarantees; single-trigger equity vesting on change-in-control increases deal-related payout sensitivity but maintains alignment through time-based RSUs rather than options; no tax gross-ups and robust clawback/anti-hedging policy reduce governance risk .
- Execution track record: FY2024 delivered record sales and net income while integrating Ultra Pet; elevated SG&A from compensation and integration costs should be monitored, but margin expansion and strong TSR support confidence in finance execution under Kreh .
Additional Notes on Compensation Governance
- Peer benchmarking: Not used in FY2025; committee did not engage a compensation consultant and avoided strict benchmarking to a percentile, reducing pay inflation risk .
- Committee independence: Compensation Committee includes non-employee directors; one member is not independent (controlled company exemptions) .
Data sources: Oil-Dri Corporation of America DEF 14A (2025, 2024) and Form 8-Ks as cited above.