Andrea B. Smith
About Andrea B. Smith
Andrea B. Smith is an independent director of World Kinect Corporation, appointed effective October 24, 2025, and serves on the Compensation Committee and the Governance Committee . She retired from Bank of America in 2021 after nearly 34 years, most recently as Chief Administrative Officer and earlier leading Global Human Resources; she was a member of Bank of America’s executive management team for more than a decade and holds a degree in economics from Southern Methodist University . She entered with no disclosed related-party transactions under Item 404(a) and received standard non‑employee director compensation with a pro‑rated equity grant structure .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank of America | Chief Administrative Officer | Retired 2021 (nearly 34 years at the company) | Member of the CEO’s executive management team for 10+ years |
| Bank of America | Head of Global Human Resources | Retired 2021 (within the nearly 34-year career) | Led HR for a global workforce of 285,000+ employees |
External Roles
| Company/Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in WKC filings | — | — | No other public company directorships disclosed as of appointment |
Board Governance
| Item | Detail |
|---|---|
| Board status | Independent, non‑employee director |
| Appointment date | October 24, 2025 |
| Committees | Compensation Committee (member); Governance Committee (member) |
| Related‑party review | Company states no Item 404(a) related‑party transactions for Smith at appointment |
Committee mandates and independence (relevant to her assignments):
- Compensation Committee: oversees CEO/NEO compensation, incentive/equity plans, human capital policies, and must be composed of independent, non‑employee directors under NYSE and Rule 16b‑3 .
- Governance Committee: oversees board composition, evaluations, corporate governance principles, director pay, and is composed of independent directors .
Fixed Compensation
| Element | Annual rate | Pro‑ration policy | Applicability to Smith (2025 partial year) |
|---|---|---|---|
| Board cash retainer | $100,000 | If a non‑management director does not serve a full year, fees are pro‑rated | Pro‑rated from Oct. 24, 2025 |
| Compensation Committee member fee (cash) | $10,000 | Pro‑rated if partial year | Pro‑rated from Oct. 24, 2025 |
| Governance Committee member fee (cash) | Not specified in cash; equity provided (see below) | — | N/A in cash; see equity |
| Lead Independent Director add’l cash | $40,000 | Pro‑rated if applicable | Not applicable |
| Other committee member fees (for completeness) | Audit member: $15,000; Tech & Ops member: $10,000; Sustainability & CR member: $10,000; Nominating Subcommittee member: $5,000 | Pro‑rated if partial year | Not applicable unless appointed to these |
Performance Compensation
| Equity element | Grant value | Vesting | Applicability to Smith |
|---|---|---|---|
| Annual RSUs for Board service | $175,000 | Vest on the earlier of the day prior to the next annual meeting or one year from grant; 100% settled at vesting | Covered by pro‑rated 2025 grant |
| Additional RSUs for Governance Committee membership | $10,000 | Same schedule as above | Covered by pro‑rated 2025 grant |
| 2025 pro‑rated equity grant (Board + Governance) | Pro‑rated portion of $185,000 | Same schedule as above | Granted at appointment |
Notes:
- Chair uplifts in RSUs: Audit Chair ($15,000), Compensation Chair ($10,000), Governance Chair ($10,000), Technology & Operations Chair ($10,000), Sustainability & CR Chair ($10,000) . Smith is not a chair as of appointment .
Other Directorships & Interlocks
| Type | Disclosure |
|---|---|
| Current public company boards | None disclosed by WKC at time of appointment |
| Interlocks/overlaps creating potential conflicts | None disclosed; company states no Item 404(a) transactions for Smith |
Expertise & Qualifications
- Financial, operational, and human capital expertise from 30+ years at Bank of America, including CAO and head of Global HR roles on the CEO’s executive team .
- Academic background in economics (Southern Methodist University) .
- Committee fit: Human capital and compensation design (Compensation Committee) and board process/governance oversight (Governance Committee) align with her profile .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at appointment (Form 3) | No securities beneficially owned as of 10/24/2025 |
| Director stock ownership guideline | Must accumulate at least $500,000 of WKC stock within five years; vested RSUs and deferred units count toward guideline |
| Hedging/pledging | Company prohibits hedging and pledging; robust ownership/retention practices described (directed primarily at executives and overall governance) |
Insider Trades and Filings
| Filing | Date | Reported holdings | Notes |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 28, 2025 | 0 | Filed at appointment; no derivatives or non‑derivatives reported |
Governance Assessment
- Independence and conflicts: Appointed as a non‑employee, independent director with no Item 404(a) related‑party transactions disclosed—low conflict profile at entry . Company reported no related person transactions in 2024, reinforcing a conservative conflicts posture .
- Committee effectiveness: Placement on Compensation and Governance is well‑matched to her HR and administrative background; both committees require independence and have clear mandates on pay design, human capital, and governance process .
- Alignment and incentives: She receives standard cash retainers and pro‑rated RSUs with a clear vesting schedule; WKC maintains director ownership guidelines ($500,000 within five years) and prohibits hedging/pledging, supporting alignment with shareholders .
- Attendance/engagement: Appointment occurred late 2025; no attendance statistics yet disclosed for Smith. Company-wide, directors met or exceeded attendance thresholds in prior year, indicating an engaged board culture .
Related‑Party Exposure
| Item | Disclosure |
|---|---|
| Smith – Item 404(a) | No transactions requiring disclosure at appointment |
| Company – FY2024 | No reportable related person transactions |
Director Compensation Structure (Reference)
| Component | Amount/Terms |
|---|---|
| Board cash retainer | $100,000 per year; pro‑rated for partial service |
| Committee member cash (selected) | Compensation: $10,000; Audit: $15,000; Tech & Ops: $10,000; Sustainability & CR: $10,000; Nominating Subcommittee: $5,000 (pro‑rated if partial year) |
| Equity – Board RSUs | $175,000 annual; vest at next annual meeting or one year; 100% issued at vesting |
| Equity – Governance Committee RSUs | $10,000 annual; same vesting |
| 2025 Smith equity grant | Pro‑rated portion of $185,000 total (Board + Governance) RSUs; same vesting |
No red flags identified in filings specific to Smith (no related‑party ties; independence; standard director pay; clear ownership policy), and her HR/operational expertise supports board oversight in compensation and governance .