Edward Kress
About Edward M. Kress
Edward M. Kress (age 75) is Secretary of REX American Resources and a director since 1985. He has been a partner at Dinsmore & Shohl LLP (formerly Chernesky, Heyman & Kress P.L.L.), the Company’s legal counsel, since 1988, and has practiced law in Dayton, Ohio since 1974 . He is not identified as an independent director in REX’s proxy; the Board’s independence list excludes him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REX American Resources | Secretary; Director | Secretary since 1984; Director since 1985 | Corporate officer and board member; provides legal counsel perspective |
| Dinsmore & Shohl LLP | Partner | Since 1988 | Firm serves as Company legal counsel; related-party engagement disclosed |
| Legal practice (Dayton, OH) | Attorney | Since 1974 | Legal expertise contributes to board skills matrix |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlock |
|---|---|---|---|
| Dinsmore & Shohl LLP | Partner | Since 1988 | REX paid Dinsmore & Shohl $254,427.05 for legal services in FY2024 (related-party transaction) |
Board Governance
- Independence status: Not listed among independent directors; independent directors are Harris, Elcan, Alphonso, Fisher, and MacMillan .
- Committees: Audit (Harris—Chair, Alphonso, MacMillan), Compensation (MacMillan—Chair, Harris, Elcan, Fisher), Nominating/Governance (Alphonso—Chair, Fisher, Elcan), Executive (Rose, Rizvi). Kress is not listed on these committees .
- Attendance and engagement: Board held six meetings in FY2024; directors were encouraged to attend the annual meeting. During FY2024, each director attended 100% of Board and relevant committee meetings except one director who attended >80% (director not named) .
- Executive sessions: Non‑management directors meet in executive session after Audit Committee and Board meetings; the Lead Director presides .
- Board leadership: CEO (Rizvi) and Executive Chairman (Rose) structure with a Lead Independent Director (Harris) overseeing executive sessions and agenda approval .
Fixed Compensation (Director)
| Item | Policy / Structure | 2024 Actual – Kress |
|---|---|---|
| Annual cash retainer | $70,000 for non‑employee directors | $0 cash fees (reported as “—”) |
| Committee membership fee | $5,000 per year if serving on one or more committees | $0 (not listed on committees) |
| Committee chair fees | Audit Chair +$20,000; Comp and Nominating Chairs +$10,000 | $0 (not a chair) |
| Equity grant | $50,000 annual restricted stock; vests in 3 equal annual installments | $50,000 stock awards |
| Lead Director equity | Additional $25,000 in restricted stock | N/A (not Lead Director) |
Notes: Director cash retainers apply to non‑employee directors; Kress is also a corporate officer (Secretary), which may explain the lack of cash fees in 2024; disclosure shows only equity for him .
Performance Compensation (Director)
| Metric / Vehicle | Design | 2024 Detail – Kress |
|---|---|---|
| Restricted Stock | Time‑based; annual grant of $50,000; vests 1/3 per year over 3 years | $50,000 in stock awards; vesting per policy |
| Options / PSUs | Not part of standard director pay policy | None disclosed for Kress |
No performance‑conditioned director awards are disclosed; all non‑employee directors receive time‑vested restricted stock .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kress in REX proxy |
| Committee roles at other public companies | None disclosed for Kress |
| Interlocks / related relationships | Partner at Dinsmore & Shohl LLP, which provided legal services to REX; fees paid $254,427.05 in FY2024 (reviewed/approved per related‑party policy) |
Expertise & Qualifications
- Legal expertise (board skills matrix indicates Kress provides legal expertise) .
- Long‑tenured corporate governance knowledge derived from service as Secretary since 1984 and director since 1985 .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Noted Components |
|---|---|---|---|
| Edward M. Kress | 102,482 | * | Includes 75,524 shares held jointly with spouse and 2,636 shares of unvested restricted stock |
| Unvested Director RS (standard for non‑employee directors at 1/31/25) | 2,636 | — | Unvested restricted stock per director (Kress/Elcan/Alphonso/Fisher/MacMillan) |
“*” denotes one percent or less of outstanding shares .
Hedging/pledging policy: Directors and executive officers are prohibited from pledging or hedging Company securities .
Insider Trades (Form 4 snapshot – last 3 years)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-06-17 | 2025-06-16 | Award (A) | 1,048 | 0.00 | 103,530 | https://www.sec.gov/Archives/edgar/data/744187/000074418725000003/0000744187-25-000003-index.htm |
| 2024-12-18 | 2024-12-17 | Gift (G) | 1,500 | 0.00 | 102,482 | https://www.sec.gov/Archives/edgar/data/744187/000091849724000008/0000918497-24-000008-index.htm |
| 2024-06-18 | 2024-06-17 | Award (A) | 1,095 | 0.00 | 103,982 | https://www.sec.gov/Archives/edgar/data/744187/000091849724000006/0000918497-24-000006-index.htm |
| 2023-12-27 | 2023-12-26 | Gift (G) | 3,500 | 0.00 | 102,887 | https://www.sec.gov/Archives/edgar/data/744187/000091849723000013/0000918497-23-000013-index.htm |
| 2023-06-16 | 2023-06-15 | Award (A) | 1,441 | 0.00 | 106,387 | https://www.sec.gov/Archives/edgar/data/744187/000091849723000005/0000918497-23-000005-index.htm |
| 2023-06-16 | 2023-06-15 | Award (A) | 69,964 | 0.00 | 104,946 | https://www.sec.gov/Archives/edgar/data/744187/000091849723000005/0000918497-23-000005-index.htm |
Source: Insider-trades skill output (Form 4s). Transactions reflect annual director stock awards and periodic gifts; post‑transaction holdings align with proxy ownership totals .
Related-Party Transactions (Conflict Review)
- Legal services: REX paid Dinsmore & Shohl LLP (Kress’s firm) $254,427.05 in FY2024 for legal services; Company states fees were on comparable terms and fair; related-party transactions are reviewed per policy and approved by disinterested Board members as required .
- Hedging/pledging: Prohibited for directors and executive officers, mitigating certain alignment risks .
Say‑on‑Pay & Shareholder Feedback
- The Board notes it considered the 2024 say‑on‑pay vote and believes the approval received shows shareholder support for executive compensation decisions and policies (no percentage disclosed in the 2025 proxy) .
Governance Assessment
Key findings and implications:
- Independence and conflicts: Kress is not an independent director and simultaneously serves as corporate Secretary and is a partner at the Company’s outside legal counsel—an ongoing related‑party relationship that can impair the appearance of independence. The Board discloses and reviews these arrangements, but this remains a governance red flag that investors typically monitor for fee magnitude, scope, and approval rigor .
- Committee participation: Kress is not on Audit, Compensation, or Nominating/Governance committees (those are all‑independent), which partially mitigates conflict risk in sensitive oversight areas .
- Attendance and engagement: Overall Board attendance was high in FY2024; however, individual attendance is not broken out, limiting director‑level engagement assessment .
- Ownership alignment: Kress beneficially owns ~102.5k shares including unvested RS; policies prohibit hedging/pledging, supporting alignment. Director equity grants are time‑based and modest relative to related‑party legal fees, so the net incentive alignment should be evaluated holistically .
- Compensation signals: Kress received only equity ($50k) and no cash retainer in FY2024, which differs from standard director pay practice for non‑employee directors; as Secretary, he may be outside the standard fee rubric. Transparency on officer‑level pay for non‑NEO directors is limited in the proxy .
RED FLAGS
- Related‑party legal fees to Kress’s firm ($254,427.05 in FY2024) .
- Not independent; dual role as officer and director .
- Very long tenure (director since 1985), which can raise refreshment/independence concerns for some investors .
SUPPORTING EXTRACTS
- Biography/tenure/age:
- Committee rosters and independence:
- Attendance disclosure:
- Director compensation and structure:
- Beneficial ownership details:
- Hedging/pledging prohibition:
- Related‑party transactions and policy:
- Say‑on‑pay consideration: