Companys alternative energy investments and operations provides the Board with operational perspective and promotes efficiencies in communications between management and the Board.
EDWARD M. KRESS, 72, has been our Secretary since 1984 and a director since 1985. Mr. Kress has been a partner of the law firm of Dinsmore & Shohl LLP (formerly Chernesky, Heyman & Kress P.L.L.), our legal counsel, since 1988. Mr. Kress has practiced law in Dayton, Ohio since 1974. Mr. Kress, a
lawyer and our legal counsel, provides the Board with critical legal advice and perspective.
DAVID S. HARRIS, 62, has been a director since 2004 and Lead Director since 2015. Mr. Harris has served as Chief Operating Officer of Seven Oaks Acquisition Corp., a special purpose acquisition company, since December 2020; and as President of Grant Capital, Inc., a private investment company, since
2002. During 2001, Mr. Harris served as a Managing Director in the investment banking division of ABN Amro Securities LLC (ABN). From 1997 to 2001, Mr. Harris served as a Managing Director and Sector Head of the Retail, Consumer and Leisure Group of ING Barings LLC (ING). The investment banking
operations of ING were acquired by ABN in 2001. From 1986 to 1997 Mr. Harris served in various capacities as a member of the investment banking group of Furman Selz LLC. Furman Selz was acquired by ING in 1997. Mr. Harris is a director of Carrols Restaurant Group, Inc. where he is Chairman of the
Compensation Committee and serves on the Audit Committee. Mr. Harris was a director of Spectrum Brands Holdings, Inc. from 2018 to January, 2020 in connection with Jefferies Financial Groups ownership interest in Spectrum Brands Holdings, Inc. Prior to its sale in 2015, Mr. Harris was a director of Steiner
Leisure Limited where he served on the Audit Committee and was Chairman of its Compensation Committee. Mr. Harris experience in investment banking, corporate finance and capital markets is valuable to the Board in developing strategy and evaluating senior management.
CHARLES A. ELCAN, 58, has been a director since 2003. Mr. Elcan has served as a partner of Frisco Partners since 2017. Mr. Elcan was previously a founder of, and President until 2017 of, China Healthcare Corporation, organized in 2008 to build and operate hospitals in China. Mr. Elcan was Executive
Vice PresidentMedical Office Properties of Health Care Property Investors, Inc. (HCP), a real estate investment trust specializing in health care related real estate, from 2003 to 2008, and served as the Chief Executive Officer and President of MedCap Properties, LLC, a real estate company located in Nashville,
Tennessee that owned, operated and developed real estate in the healthcare field, from 1998 to 2003. (HCP acquired MedCap Properties in 2003.) From 1992 to 1997, Mr. Elcan was a founder and investor in Behavioral Healthcare Corporation (now Ardent Health Services LLC), a healthcare company that owns
and operates acute care hospitals. Mr. Elcan, a founder of health care real estate companies, brings to the Board entrepreneurial experience.
MERVYN L. ALPHONSO, 81, has been a director since 2007. Mr. Alphonso retired as Vice President for Administration and Chief Financial Officer of Central State University in 2007, a position he held since 2004. Mr. Alphonso has over 30 years of experience in the banking industry. He was President,
Dayton District, KeyBank National Association from 1994 to 2000 and held various management positions with KeyBank of New York, N.A., and Crocker National Bank and Bankers Trust Company. Mr. Alphonso served as a Peace Corps volunteer from 2001 to 2003. Mr. Alphonsos experience in the banking
industry and as a chief financial officer provides the Board with financial management expertise.
LEE I. FISHER, 70, has been a director since 2011. Mr. Fisher was appointed Dean of Cleveland State Universitys Cleveland-Marshall College of Law in 2017. He is also the Joseph C. Hostetler-BakerHostetler Chair in Law. Prior to his appointment as Dean, he was President and Chief Executive Officer of
CEOs for Cities, a non-profit national organization of urban leaders focused on revitalizing American cities. Mr. Fisher is also a Senior Fellow with the Levin College of Urban Affairs at Cleveland State University and an Urban Scholar with the College of Urban Planning and Public Affairs at the University of
Illinois-Chicago. Mr. Fisher served as Lieutenant Governor of Ohio from 2007 to 2011, including as Director of the Ohio Department of Development and Chair of the Ohio Third Frontier Commission. Mr. Fisher was a director of REX from 1996 to 2006. He served as President and Chief Executive Officer of the
Center for Families and Children, a private non-profit human services organization, from 1999 to 2006. Mr. Fisher was a partner in the law firm of Hahn Loeser & Parks LLP from 1978 to 1990 and 1995 to 1999. He served as Ohio Attorney General from 1991 to 1995, Ohio State Senator from 1983 to 1990 and Ohio
State Representative from 1981 to 1983. Mr. Fisher was formerly a director of OfficeMax Incorporated.
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Mr. Fisher brings to the Board experience and understanding of law, government, public affairs, economic development, and regulatory and public policy.
ANNE C. MACMILLAN, 43, has been a director since 2019. Ms. MacMillan has been a partner with Invariant GR since 2016, where she manages Invariants food, agriculture and trade practice, leveraging nearly 20 years of substantive policy experience from serving in the House of Representatives, the
United States Department of Agriculture, and in corporate America. Ms. MacMillan served as the Director of Government Affairs for the Wonderful Company, a multi-billion dollar farming and consumer packaged goods company, from 2014-2016. Prior to that, Ms. MacMillan was at the United States Department
of Agriculture, serving as Senior Advisor from 2010-2012, and as Deputy Chief of Staff from 2012-2014 where she developed and implemented the Agencys regulatory agenda and managed key policy staff. Ms. MacMillan started her career on Capitol Hill with the late Bob Matsui (D-CA) and spent several years as
the Legislative Director to Rep. Dennis Cardoza (D-CA), managing his Agriculture and Natural Resources Committee work in addition to assisting with his leadership of the Blue Dog Coalition. Ms. McMillan then served as a senior policy advisor for Speaker Nancy Pelosi (D-CA) for the last two years of the
Speakers first speakership. In this capacity, Ms. MacMillan managed all issues pertaining to agriculture and rural America, amongst other key priorities. Ms. MacMillan is a graduate of the University of California, San Diego and received her Juris Doctorate from The George Washington University Law School.
Ms. MacMillans experience serving the agricultural industry, in both the public and private sector, brings a different perspective and insight to the Board.
Board of Directors
Our Board of Directors currently consists of eight directors. The Board has determined that five of the eight, David S. Harris, Charles A. Elcan, Mervyn L. Alphonso, Lee I. Fisher and Anne C. MacMillan, are independent within the meaning of Section 303A.02 of the New York Stock Exchange (NYSE)
Listed Company Manual.
To be considered independent, the Board must determine that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company, including commercial, industrial, banking, consulting, legal, accounting,
charitable and family relationships, among others. Our Board has established the following guidelines, consistent with Section 303A.02 of the NYSE listing standards, to assist it in determining independence of directors.
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A director who is an employee, or whose immediate family member (as defined in such guidelines) is an executive officer, of the Company is not independent until three years after the end of such employment relationship. |
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A director who receives, or whose immediate family member receives, more than $120,000 during any 12-month period in direct compensation from the Company, other than director or committee fees and pension or other forms of deferred compensation for prior service (not contingent in any way on
continued service), is not independent until three years after he or she does not receive more than $120,000 of such compensation during any 12-month period. (Compensation received by an immediate family member for service as a non-executive employee need not be considered in determining independence
under this test.) |
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A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Companys present executives at the same time serve on that companys compensation committee is not independent until three years after the end of such service or the
employment relationship. |
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A director who is an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other companys
consolidated gross revenues, is not independent until three years after falling below such threshold.
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Messrs. Harris, Alphonso, Elcan and Fisher and Ms. MacMillan currently have no relationships with the Company other than being a director.
Coal Refinement LLC, a company owned by Mr. Elcans brother, was a minority investor in REXs refined coal business and received commissions from a subsidiary of REX prior to REXs discontinuation of the refined coal business in November 2021. During fiscal 2021, REX paid Coal Refinement LLC
$369,316 in commissions. Because Charles Elcan had no financial interest or involvement in Coal Refinement LLC, nor any involvement in REXs business activities with Coal Refinement LLC, the Board determined that the relationship was not a material relationship affecting Charles Elcans independence.
Our Board of Directors held five meetings during the fiscal year ended January 31, 2022. During our fiscal year ended January 31, 2022, each of our directors attended 100% of the Board meetings and the meetings of each Committee on which such director served.
Directors are invited and encouraged to attend our Annual Meeting of Shareholders. Each of our directors attended last years Annual Meeting of Shareholders.
The non-management directors have the opportunity to meet in executive sessions without management following Audit Committee and Board meetings. The presiding director for each executive session is the independent Lead Director.
Board Leadership Structure
The Board is responsible for periodically evaluating the leadership structure of the Companys Board of Directors, including whether to combine or separate the roles of Chairman of the Board and Chief Executive Officer. The Board recognizes that different structures may be appropriate at different times or
under different circumstances and believes it is important to retain the flexibility to have structures best suited to the Companys specific characteristics or circumstances. If the offices of Chairman of the Board and Chief Executive Officer are held by the same person, or if the Chairman is not independent, the
Board will annually elect an independent director to serve in a lead capacity.
In 2015, the Board appointed Zafar A. Rizvi Chief Executive Officer of the Company. Mr. Rizvi was also appointed a director to fill a vacancy on the Board. Mr. Rizvi succeeded Stuart A. Rose as Chief Executive Officer, who had served as Chairman and CEO since 1984. Mr. Rose was appointed Executive
Chairman and Head of Corporate Development. The Board believes this leadership structure is appropriate and will provide consistent oversight and implementation of corporate strategy, operations and executive succession.
In 2015, the Board elected David S. Harris to serve as Lead Director. The Lead Directors responsibilities include, among others, the following:
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Preside at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors. |
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Serve as principal liaison between the Executive Chairman and the independent directors. |
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Approve information sent to the Board, meeting agendas for the Board, and meeting schedules to assure there is sufficient time for discussion of all agenda items. |
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Authority to call meetings of the independent directors. |
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Be available, when appropriate, for consultation and direct communication with shareholders.
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Board Role in Risk Oversight
The Board administers its risk oversight function principally through the Audit Committee. The Audit Committee oversees financial, legal, regulatory and operational risks and risk management. The Committee receives periodic reports from members of senior management who supervise day-to-day risk
management activities on specific risks to the Company, risk management and risk mitigation. The Audit Committee reports to the full Board as appropriate. Overall review of risk is inherent in the full Boards consideration of long-term strategies and in the transactions and other matters presented to the Board. As
part of the Boards consideration of risk management and risk mitigation, the Board also receives periodic reports from
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members of senior management regarding the Companys cybersecurity risk management. The Boards role in risk oversight has no effect on its leadership structure.
Board Committees
Our Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Executive Committee.
Audit Committee. The Audit Committee assists Board oversight of the integrity of the financial statements of the Company, our compliance with legal and regulatory requirements, the independent accountants qualifications and independence, and the performance of the Companys internal audit function and
independent accountants. The Audit Committee is directly responsible for the appointment, retention and oversight of the work of the independent accountants. The Audit Committee acts pursuant to a written charter. The members of the Audit Committee are Messrs. Harris (Chairman), Alphonso, Elcan and
Fisher and Ms. MacMillan. All members of the Audit Committee are independent within the meaning of applicable NYSE listing standards and rules of the Securities and Exchange Commission (SEC). The Board has determined that Mr. Harris and Mr. Alphonso are each an audit committee financial expert as
defined by applicable SEC rules and that all members of the Audit Committee are financially literate within the meaning of NYSE listing standards. The Audit Committee met five times and took two actions by unanimous written consent during fiscal 2021.
Compensation Committee. The Compensation Committee has direct responsibility to review and approve CEO compensation, makes recommendations to the Board with respect to non-CEO compensation and compensation plans, and administers the Companys stock plans. The Compensation Committee acts
pursuant to a written charter. The members of the Compensation Committee are Messrs. Harris (Chairman), Alphonso, Elcan and Fisher and Ms. MacMillan. All members of the Compensation Committee are independent within the meaning of applicable NYSE listing standards. The Compensation Committee
met two times and took one action by unanimous written consent during fiscal 2021.
Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee identifies individuals qualified to become Board members consistent with criteria approved by the Board, recommends for the Boards selection a slate of director nominees for election to the Board at the
Annual Meeting of Shareholders, develops and recommends to the Board the Corporate Governance Guidelines applicable to the Company, and oversees the evaluation of the Board and management. The Nominating/Corporate Governance Committee acts pursuant to a written charter. The members of the
Nominating/Corporate Governance Committee are Messrs. Alphonso (Chairman), Harris, Fisher and Elcan and Ms. MacMillan. All members of the Nominating/Corporate Governance Committee are independent within the meaning of applicable NYSE listing standards. The Nominating/Corporate Governance
Committee met two times during fiscal 2021. The Nominating/Corporate Governance Committee took no action by unanimous written consent during fiscal 2021.
The Board seeks director candidates who possess the background, skills and expertise to make a significant contribution to the Board, the Company and shareholders. In identifying and evaluating director candidates, the Nominating/Corporate Governance Committee may consider a number of attributes,
including experience, skills, judgment, accountability and integrity, financial literacy, time, industry knowledge, networking/contacts, leadership, independence from management and other factors it deems relevant. The Nominating/Corporate Governance Committee also considers diversity of professional
experience, skills and individual qualities and attributes in identifying director candidates. The Nominating/Corporate Governance Committee reviews the desired experience, mix of skills and other qualities to assure appropriate Board composition, taking into account the current directors and specific needs of the
Company and the Board. The Company is committed to a policy of inclusiveness. In performing its responsibilities for identifying, screening and recommending candidates to the Board, the Nominating/Corporate Governance Committee should (i) ensure that candidates with a diversity of ethnicity and gender are
included in each pool of candidates from which Board nominees are chosen and (ii) seek diverse candidates by including in the candidate pool (among others) individuals from non-executive corporate positions and non-traditional environments. The Nominating/Corporate Governance Committee may solicit advice
from the Executive Chairman, the CEO and other members of the Board.
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The Nominating/Corporate Governance Committee will consider director candidates recommended by our shareholders. Shareholders must submit the name of a proposed shareholder candidate to the Nominating/Corporate Governance Committee at our corporate offices by the date specified under
Shareholder Proposals.
Executive Committee. The Executive Committee is empowered to exercise all of the powers and authority of the Board of Directors between meetings of the Board, other than the power to fill vacancies on the Board or on any Board committee and the power to declare dividends. The members of the
Executive Committee are Messrs. Rose and Rizvi. The Executive Committee had no formal meetings during fiscal 2021. The Executive Committee took two actions by unanimous written consent during fiscal 2021.
Code of Ethics, Corporate Governance Guidelines and Committee Charters
We have adopted a Code of Business Conduct and Ethics applicable to our employees, officers and directors. A copy of the Code of Business Conduct and Ethics has been filed as an exhibit to our Annual Report on Form 10-K for the year ended January 31, 2004 and is posted on our website www.rexamerican.com.
We have adopted a set of Corporate Governance Guidelines addressing director qualification standards, director responsibilities, director access to management and independent advisors, director compensation and other matters. A copy of the Corporate Governance Guidelines is posted on our website www.rexamerican.com.
The charters of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee are posted on our website www.rexamerican.com.
Procedures for Contacting Directors
Shareholders and interested parties may communicate with the Board, the non-management directors as a group, or a specific director by writing to REX American Resources Corporation, 7720 Paragon Road, Dayton, Ohio 45459, Attention: Board of Directors, Non-Management Directors or [Name of Specific
Director]. All communications will be forwarded as soon as practicable to the specific director, or if addressed to the Non-Management Directors to the Chairman of the Audit Committee, or, if addressed to the Board, to the Chairman of the Board or other director designated by the Board to receive such
communications.
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