Walter W. Robey
Vice President of Agriculture and President of Amlan International at Oil-Dri Corp of America
Executive
About Walter W. Robey
Walter W. Robey is Vice President of Agriculture and President of Amlan International at Oil-Dri Corporation of America, serving in this role since December 2022 (previously Vice President of Agriculture & Amlan Marketing in May 2022 and VP, Marketing & Product Development for Amlan in 2021); prior roles include Executive Director, Autonomy & General Manager – DOT Technology Corporation at Raven Industries in 2016 . He is 64 years old . Company-level performance metrics that drive executive incentives include net income and adjusted pre-tax, pre-bonus income, with fiscal 2025 showing strong results and an above-target incentive payout framework for executive officers .
Company performance relevant to executive incentives:
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Net Income ($) | $5,674,097 | $29,551,441 | $39,425,959 | $53,996,333 |
| Adjusted Pre‑Tax, Pre‑Bonus Income ($) | $17,404,400 | $47,750,600 | $65,367,700 | $79,174,000 |
| TSR: Value of Initial $100 Investment | $87.71 | $188.86 | $199.30 | $350.93 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oil‑Dri / Amlan International | Vice President of Agriculture and President of Amlan International | Dec 2022 – Present | Leads Agriculture division and Amlan International business |
| Oil‑Dri / Amlan International | Vice President of Agriculture & Amlan Marketing | May 2022 | Oversaw agriculture segment and Amlan marketing |
| Oil‑Dri / Amlan International | VP, Marketing & Product Development, Amlan International | 2021 | Led product development and marketing |
| Raven Industries (DOT Technology Corporation) | Executive Director, Autonomy & General Manager | 2016 | Led autonomy initiatives and general management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed | — | — |
Fixed Compensation
- Specific base salary, target bonus %, and bonus paid for Mr. Robey are not disclosed in the proxy (company details are provided only for named executive officers) .
Performance Compensation
Annual Incentive Plan design for executive officers (including Robey as an executive officer) in fiscal 2025:
| Component | Metric | Weighting | Threshold | Target | Maximum | Actual FY2025 Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Cash Incentive Award | Adjusted pre‑tax, pre‑bonus income vs budget | 100% | $54,867,000 (25% of target) | $70,796,000 (100%) | $92,035,000 (200%) | 139.4% of target based on actual $79,174,000 | Paid after fiscal year |
| Executive Deferred Bonus Award (EDBA) | Adjusted pre‑tax, pre‑bonus income vs budget | 100% | $65,486,000 (75% of target) | $70,796,000 (100%) | $92,035,000 (200%) | 139.4% of target for eligible executive officers | Deferred; payable in full 3 years later (July 31, 2028), earlier upon death, disability, retirement, change in control |
Key plan features:
- One-year minimum vesting requirement under the equity incentive plan, with limited exceptions .
- CEO-designated eligibility for EDBA includes executive officers; awards earn interest at long-term borrowing cost +1% until paid .
- Clawback policy applies to incentive compensation tied to financial reporting measures (including stock price/TSR) for the prior three fiscal years if financial statements are restated .
Equity Ownership & Alignment
- Individual beneficial ownership for Mr. Robey is not enumerated in the security ownership table, which lists directors and named executive officers; Robey is not a director and was not a named executive officer in FY2025 .
- Stock ownership guidelines: The company does not have executive stock ownership guidelines; executives generally hold meaningful equity via awards, but adherence requirements do not exist .
- Hedging and pledging: Insider Trading Policy prohibits hedging, short sales, margin accounts, writing options, and pledging (except in very limited circumstances with advance approval; an example pledge by the CEO is disclosed) .
- Equity plan vesting acceleration: Restricted stock for executive officers vests immediately upon death, disability, or change in control; retirement vesting requires Compensation Committee approval and “rule of 80” service criteria .
- Deferred compensation plan: Executives may defer up to 50% of base salary and 100% of cash incentives; company may provide discretionary matching contributions; accounts earn interest at long-term borrowing cost +1% .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment Agreement | None | Company has no employment or prospective severance agreements with executive officers . |
| Severance Plan | None | No prospective severance plan for executive officers . |
| Change‑of‑Control | Accelerated vesting | Immediate vesting of restricted stock and EDBA accounts upon change in control; similar vesting upon death/disability; retirement acceleration subject to conditions and approval . |
| Clawback | Dodd‑Frank compliant | Recoupment of incentive compensation tied to financial reporting measures upon required restatements (no-fault), covering prior 3 fiscal years . |
| Non‑Compete/Non‑Solicit | Not disclosed | Proxy does not disclose executive-specific non-compete or non-solicit terms . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 97.7% “for” in the fiscal year ended July 31, 2023, viewed positively by the Compensation Committee .
- Peer benchmarking: Committee did not benchmark compensation to a peer group in fiscal 2025 and cautions against over‑reliance on benchmarking .
- Controlled company governance: ODC qualifies as a “controlled company” under NYSE rules; Compensation Committee is not comprised entirely of independent directors and has no written charter .
Compensation Committee Analysis
- Compensation Committee members: Ellen‑Blair Chube (Chair), Allan H. Selig, Michael A. Nemeroff .
- Program safeguards: Caps on performance-based cash bonuses; one-year minimum vesting for equity; annual compensation risk assessment; clawback policy; prohibition on hedging/pledging and margin accounts .
Investment Implications
- Pay‑for‑performance alignment: Executive cash incentives (including Robey’s plan participation as an executive officer) are tied 100% to adjusted pre‑tax, pre‑bonus income vs budget; FY2025 performance generated a 139.4% payout, signaling strong operational execution and alignment with profitability .
- Retention dynamics: EDBA awards vest after three years, creating deferral and retention incentives; equity awards generally carry multi‑year vesting with acceleration only upon specific triggers, reducing near‑term selling pressure absent personal Form 4 activity .
- Alignment and governance: Absence of executive stock ownership guidelines reduces formal ownership targets, but prohibitions on hedging/pledging and clawback provisions support shareholder alignment and downside governance protection .
- Data gaps: Robey’s individual compensation amounts, equity grants, and beneficial ownership are not disclosed (he is not a named executive officer), so monitor future proxies and Section 16 filings for any changes in role, awards, or insider transactions to assess selling pressure and alignment signals .