Douglas Bruggeman
About Douglas Bruggeman
Douglas L. Bruggeman is Vice President–Finance, Chief Financial Officer and Treasurer of REX American Resources; he is 64 years old and has served as CFO since 2003, Vice President–Finance and Treasurer since 1989, and previously as Manager of Corporate Accounting from 1987–1989 after employment with Ernst & Young prior to joining REX in 1986 . As CFO, he certifies REX’s annual and quarterly filings (SOX Sections 302/906) and oversees disclosure controls and internal control over financial reporting . Incentive pay is formulaic and tied to Adjusted Net Income (2.25% for the CFO) with a portion paid in restricted stock, and long-term incentives have included a TSR-based PSU/RSU award that achieved the 74th percentile vs. Russell 2000, paying 148% of target (33,300 shares to Bruggeman) on February 25, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REX American Resources | Vice President–Finance, Chief Financial Officer & Treasurer | 2003–present | Principal financial officer; SOX certification of 10-K/10-Q; oversight of disclosure controls and ICFR |
| REX American Resources | Vice President–Finance & Treasurer | 1989–present | Long-tenured finance leadership, treasury oversight |
| REX American Resources | Manager of Corporate Accounting | 1987–1989 | Corporate accounting leadership |
| Ernst & Young | Prior employment | Pre-1986 | Public accounting background prior to joining REX |
External Roles
No external public-company directorships or committee roles are disclosed in the “Information About Our Executive Officers” section of the latest 10-K filings; the company lists internal roles for Bruggeman .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $300,000 |
| All Other Compensation ($) | $200 | $200 | $200 |
Notes:
- Base salaries were reset in May 2022 (effective for the full fiscal year) and remained unchanged in FY 2024 .
Performance Compensation
Annual Incentive Program Structure and Outcomes
| Year | Metric | Target | Actual | Payout Structure | Vesting |
|---|---|---|---|---|---|
| FY 2024 | Adjusted Net Income (company-defined) | 2.25% of Adjusted Net Income; Max $2,500,000 | $1,981,076 | 75% cash ($1,485,807) ; 25% restricted stock (Grant-date fair value $495,269) | RSUs granted June 16, 2025; vest one-third on first three anniversaries |
| FY 2023 | Adjusted Net Income (company-defined) | 2.25% of Adjusted Net Income; Max $2,500,000 | $2,113,499 | 75% cash ($1,585,124) ; 25% paid in restricted stock per policy | Annual incentive RS vests in three equal annual installments (June cycle) |
| Program design | Corporate profitability only; no individual goals; formulaic awards with no discretion | Clawback: 50% of pre-tax loss must be recouped before a future bonus; plus NYSE-compliant recovery policy effective Nov 15, 2023 | — | 25% paid in restricted stock to strengthen long-term alignment | Restricted stock grants made mid-June and vest over 3 years |
Long-Term Incentive: 2022 TSR Award (granted May 24, 2022 under 2015 Plan)
| Component | Target | Performance | Payout | Vesting |
|---|---|---|---|---|
| TSR vs. Russell 2000 (3-year period Jan 1, 2022–Dec 31, 2024; 60-day price average through Feb 13, 2025) | 22,500 RSUs (after 3-for-1 split adjustment) | 74th percentile | 148% of target; 33,300 fully vested shares paid Feb 25, 2025 | Vested/paid Feb 25, 2025; negative TSR caps payout at 100% |
Stock Vested in FY 2024
| Metric | Shares | Value Realized ($) |
|---|---|---|
| Restricted stock vested (time-based) | 14,302 | $652,743 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common stock beneficially owned | 133,085 shares; “one percent or less” of 16,615,879 shares outstanding |
| Unvested time-based restricted stock (as of Jan 31, 2025) | 35,408 shares; market value $1,477,222 |
| Equity incentive award (2022 TSR Award) status at FY 2024 year-end | 33,300 earned shares not yet vested at Jan 31, 2025; market value $1,389,276; paid/vested Feb 25, 2025 |
| Hedging/Pledging | Prohibited for directors and executive officers by Insider Trading Policy |
Vesting schedule for outstanding time-based restricted stock (as of Jan 31, 2025):
| Date | Shares |
|---|---|
| June 16, 2025 | 17,934 |
| June 15, 2026 | 13,615 |
| June 15, 2027 | 3,859 |
Employment Terms
- Employment agreements (last amended effective Feb 1, 2022) set base salary and formula bonus; Bruggeman’s base salary is $300,000 and annual incentive equals 2.25% of Adjusted Net Income, capped at $2,500,000 .
- Clawbacks: NYSE-compliant Compensation Recovery Policy (effective Nov 15, 2023) plus program-level recoupment of losses before future bonuses .
- Non-compete: one year post-termination; confidentiality provisions apply .
- Good reason includes reduction in salary/bonus opportunity, significant diminution of role, relocation outside Dayton, OH metro, or company breach .
- Change-in-control definitions include 25%+ stock acquisition, board turnover, or merger/reorg with <50% surviving company owned by prior shareholders .
Potential payments and acceleration (as of Jan 31, 2025):
Termination without cause or for good reason following a change-in-control:
| Component | Amount ($) |
|---|---|
| Incentive Award (200% of prior-year bonus; capped at $3,000,000) | $3,000,000 |
| Accelerated vesting of restricted stock | $1,477,222 |
| Accelerated vesting of 2022 TSR Award | $1,389,276 |
| Total | $5,866,498 |
Termination due to death, total disability, or voluntary termination:
| Component | Amount ($) |
|---|---|
| Incentive Award (pro rata) | $1,981,076 |
| Accelerated vesting of restricted stock | $1,477,222 |
| Accelerated vesting of 2022 TSR Award (note: no acceleration for voluntary termination) | $1,389,276 |
| Total | $4,847,574 |
Additional terms:
- Restricted stock automatically vests upon death, disability, termination without cause, voluntary termination after 20 years of service and attaining age 55, or good reason within 12 months post-change-in-control; change-in-control treatment subject to definitive transaction terms .
- TSR award change-in-control treatment: if assumed/substituted, vesting at greater of 150% or actual TSR performance contingent on continued employment through period end (or certain termination events); if not assumed/substituted, fully vests at change-in-control and pays within 30 days .
Performance & Track Record Highlights
- CFO tenure: CFO since 2003; VP–Finance & Treasurer since 1989; internal leadership continuity through cycles .
- TSR performance over 2022–2024 measured against Russell 2000 achieved 74th percentile, paying 148% of target under the 2022 TSR Award .
- Operational/financial commentary: On Q2 FY 2025 call, Bruggeman detailed volumes, pricing, gross profit ($14.3M vs. $19.8M y/y), SG&A (~$6.2M), net income ($7.1M, $0.43/diluted share), and the strong cash position ($310.5M) with no bank debt .
Compensation Structure Analysis
- Heavy at-risk pay: Annual incentive is fully formulaic based on Adjusted Net Income with no discretion, strengthening pay-for-performance linkage; 25% paid in restricted stock with multi-year vesting .
- Long-term alignment: TSR-based award tied to relative performance resulted in significant payout in 2025; negative TSR cap limits windfalls in down markets .
- Base salaries intentionally below ethanol peers in recognition of high incentive leverage per Compensation Discussion and Analysis .
- Clawbacks: Dual framework (NYSE policy + program-level loss recoupment) enhances alignment and reduces risk of paying for non-durable results .
Equity Ownership & Alignment Considerations
- Material personal ownership: 133,085 shares beneficially owned; includes 35,408 unvested restricted shares; percentage reported as “one percent or less” of shares outstanding .
- Upcoming vest tranches: Unvested restricted stock scheduled to vest in equal installments in June 2025, June 2026, and June 2027, which can create incremental supply during open trading windows depending on Form 4 activity and 10b5-1 plans .
- Hedging/pledging: Explicit prohibition reduces misalignment risk from collateralized or hedged positions .
Say-on-Pay & Shareholder Feedback
- The company states that 2024 say-on-pay results indicated shareholder support for compensation decisions and policies; no percentage was disclosed in the excerpted sections .
Employment & Contracts Summary
| Term | Detail |
|---|---|
| Agreement effective date (latest amendment) | February 1, 2022 |
| Base salary | $300,000 |
| Annual incentive formula | 2.25% of Adjusted Net Income; cap $2,500,000 |
| Minimum termination bonus (without cause/for good reason following change-in-control) | $1,000,000; capped at $3,000,000 |
| Severance cash multiple | 200% of prior-year total incentive bonus (subject to cap) |
| Non-compete duration | One year following termination |
| Clawback | NYSE-compliant policy (effective Nov 15, 2023) plus program-level loss recoupment |
Investment Implications
- Alignment and incentive leverage: Bruggeman’s pay is tightly linked to company profitability (Adjusted Net Income at 2.25% with an explicit cap) and includes mandatory equity (25% restricted stock), indicating strong pay-for-performance alignment and sensitivity to earnings quality; clawbacks further reinforce durability of results .
- Vest-driven supply monitoring: Scheduled vesting in June 2025/2026/2027 and the large February 2025 TSR payout imply potential periodic liquidity events; monitor Form 4 filings and 10b5-1 plans to assess selling pressure and trading windows .
- Retention risk appears mitigated: Long tenure, one-year non-compete, and defined change-in-control economics (including 200% bonus multiple and equity acceleration) reduce near-term retention risk, though age and long tenure warrant standard succession monitoring by investors .
- TSR track record signal: The 74th percentile TSR vs. Russell 2000 for the 2022–2024 period and 148% payout support management’s value-creation narrative through that cycle; continued focus on profitability (bonus formula) and project execution should be watched for sustainability, alongside the company’s strong cash and no-bank-debt position noted on the Q2 call .