Stuart Rose
About Stuart Rose
Stuart A. Rose (age 70) is Executive Chairman of the Board and Head of Corporate Development at REX American Resources. He has served as Chairman since 1984 and transitioned from CEO to Executive Chairman in 2015; prior to REX’s incorporation, he founded and led Rex Radio and Television, Inc. beginning in 1980 . Company pay-versus-performance data show cumulative Company TSR of $166.04 on an initial $100 from Jan 31, 2020 to fiscal year-end, with Net Income of $58.167M in FY2024 and Adjusted Net Income of $88.048M (REX’s most important compensation-linked measure) . Rose beneficially owns 1,614,872 shares (9.72% of outstanding 16,615,879 shares as of Apr 15, 2025), including significant foundation and trust holdings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REX American Resources | Chairman & CEO | 1984–2015 | Founder and long-time chief executive; provides essential strategic insight |
| REX American Resources | Executive Chairman & Head of Corporate Development | 2015–present | Oversight of strategy; Board leadership and Executive Committee member |
| Rex Radio and Television, Inc. | Chairman & CEO | 1980–1984 | Founded and led predecessor retail business |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stuart Rose Family Foundation (Ohio nonprofit) | Sole member, CEO, sole trustee | Not disclosed | Holds 1,206,562 REX shares, a material component of Rose’s beneficial ownership |
Fixed Compensation
Multi-year compensation (as reported in proxy SCT):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $225,000 | $225,000 | $225,000 |
| Stock Awards ($, grant-date fair value) | $260,817 | $587,083 | $550,299 |
| Non-Equity Incentive Plan Compensation ($) | $782,451 | $1,761,249 | $1,650,897 |
| Total ($) | $1,268,268 | $2,573,332 | $2,426,196 |
Notes:
- Base salaries for Rose ($225,000), CEO ($275,000), and CFO ($300,000) were set in May 2022 via Pearl Meyer market assessment and remained unchanged in FY2024 .
Performance Compensation
Annual incentive structure and FY2024 outcomes:
| Metric | Weighting | Target Mechanics | FY2024 Payout | Payout Form | Vesting |
|---|---|---|---|---|---|
| Adjusted Net Income (after-tax, 1.33x multiplier; add back incentive and stock comp; excludes specified development-stage losses) | 100% | 2.5% of Adjusted Net Income; cap $2,500,000 per year (per employment agreement) | $2,201,196 | 75% cash; 25% restricted stock | Restricted stock granted June 16, 2025; vests in 3 equal annual installments |
Unvested restricted stock vesting schedule (as of Jan 31, 2025):
| Vest Date | Shares (Rose) |
|---|---|
| June 16, 2025 | 12,589 |
| June 15, 2026 | 6,794 |
| June 15, 2027 | 4,288 |
Additional design features:
- Long-term incentives: No LTI grants in 2024; REX granted 2022 TSR RSU awards to CEO/CFO (not Rose), vesting based on TSR vs Russell 2000; earned at 148% of target with payouts in Feb 2025 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 1,614,872 shares (9.72% of 16,615,879 shares outstanding as of Apr 15, 2025) |
| Components | 1,206,562 shares via Stuart Rose Family Foundation; 117,258 shares via family trust; 23,671 unvested restricted stock (votable but non-disposable) |
| Vested vs Unvested | Unvested restricted shares: 23,671 |
| Hedging/Pledging | Directors and executive officers prohibited from pledging REX securities and from hedging transactions (Insider Trading Policy) |
Implications for selling pressure:
- Rose’s vesting cadence creates predictable potential liquidity events around June 15/16 annually, though any actual sales would be subject to insider trading windows and 10b5-1 plan usage; hedging/pledging is prohibited .
Employment Terms
| Term | Key Economics/Terms |
|---|---|
| Base Salary | $225,000 annually |
| Annual Incentive | 2.5% of Adjusted Net Income; annual cap $2,500,000; 25% paid in restricted stock, 75% in cash |
| Severance – Without Cause or for Good Reason within 12 months of Change-in-Control | Salary for remainder of employment period; cash payment = 200% of prior year’s incentive (min $1,000,000; max $3,000,000 for Rose); accelerated vesting rights for awards |
| Death/Disability/Voluntary Termination | Pro rata salary and bonus; equity vesting provisions apply (subject to service/age conditions for voluntary) |
| Non-Compete | 1 year post-termination; confidentiality provisions apply |
| Clawbacks | NYSE-compliant Compensation Recovery Policy effective Nov 15, 2023 for incentive comp tied to financial reporting measures; additional annual incentive clawback requires recoupment of 50% of pre-tax losses before future bonus payments |
| Change-in-Control Definition | ≥25% stock acquisition; Board composition change; merger/reorg with <50% of voting shares retained by pre-event shareholders |
Potential payments (as of Jan 31, 2025):
- If terminated without cause or for good reason post-CIC: Rose would be entitled to $3,000,000 for incentive component plus $987,554 of unvested restricted stock acceleration; salary remainder applies (total shown for incentive and equity components only: $3,987,554) .
Board Governance
- Role and independence: Rose is Executive Chairman (not independent), with a Lead Independent Director (David S. Harris) managing executive sessions and agenda approval; REX has five independent directors of nine total .
- Committees: Rose serves on the Executive Committee (with CEO Rizvi); other standing committees (Audit, Compensation, Nominating/Corporate Governance) are fully independent .
- Board activity: Six Board meetings in FY2024; directors attended 100% of Board/committee meetings except one (>80%); executive sessions occur following Audit Committee and Board meetings .
- Leadership structure: Roles of CEO and Chair are separated (CEO Rizvi; Exec Chair Rose), with Lead Director safeguards .
Compensation Peer Group (used for 2022 adjustments; unchanged in FY2024)
| Peer Company |
|---|
| Aemetis, Inc. |
| Alto Ingredients, Inc. |
| American Vanguard Corporation |
| Archrock, Inc. |
| Berry Corporation |
| Calumet Specialty Products Partners, L.P. |
| Clean Energy Fuels Corp. |
| FutureFuel Corp. |
| Green Plains Inc. |
| Intrepid Potash, Inc. |
| Laredo Petroleum, Inc. |
| LSB Industries, Inc. |
| Renewable Energy Group, Inc. |
| U.S. Silica Holdings, Inc. |
| W&T Offshore, Inc. |
Say-on-Pay & Shareholder Feedback
- REX considered the 2024 advisory vote on executive compensation and believes the approval indicates shareholder support for its compensation policies .
Related Party Transactions and Governance Notes
- No Rose-specific related-party transactions disclosed; Board reviewed and approved other director-related transactions (e.g., legal services from Dinsmore & Shohl; consulting with Mercury Public Affairs) under its Related Persons policy .
- Hedging and pledging are prohibited for directors and executive officers .
Investment Implications
- Pay-for-performance alignment: Rose’s variable pay is formulaically tied to Adjusted Net Income with capped outcomes and a 25% equity component vesting over three years, aligning incentives to profitability and sustained earnings while limiting excessive risk-taking via caps and clawbacks .
- Ownership alignment: Material beneficial ownership (9.72%) through direct, foundation, and trust holdings indicates strong skin-in-the-game; pledging and hedging are prohibited, reducing misalignment risk .
- Retention and change-in-control economics: Double-trigger severance (200% of prior-year incentive; minimums and caps) and equity acceleration support retention but create defined cash obligations in a sale; non-compete (1 year) provides post-exit protection .
- Trading signals: Annual vesting dates around mid-June (12,589/6,794/4,288 unvested shares) for Rose can create calendarized supply considerations; monitor potential 10b5-1 plans and trading windows near these dates .
- Governance: Dual role as Executive Chairman with Executive Committee seat is balanced by a Lead Independent Director and majority-independent key committees; continued attention to independence and related-party oversight remains prudent .