Committee Charting

Ellen-Blair Chube Paul M. Hindsley Daniel S. Jaffee Joseph C. Miller Michael A. Nemeroff George C. Roeth Allan H. Selig Paul E. Suckow Lawrence E. Washow Committee Description Charter Documents Committee Description Committee Description Committee Description Committee Description
Audit Committee FE FE CC FE
Our Audit Committee has the duties and responsibilities set out in the Audit Committee Charter. Those duties include: selection and appointment of the independent auditor, review of its independence and of other services provided by it, and of the fees and other arrangements regarding its services; review with the independent auditor and management of the scope of the audit, and of significant financial reporting issues and judgments; review with the independent auditor and management of the annual audited financial statements and of the quarterly financial statements and press releases; review with the independent auditor and management of the quality and adequacy of internal controls; and preparation of the report required by the rules of the Securities and Exchange Commission to be included in this Proxy Statement. A copy of the Audit Committee Charter is available below. Our Board of Directors has determined that each member of our Audit Committee meets the independence and experience requirements of the New York Stock Exchange. In addition, our Board has determined that each member of our Audit Committee is an “audit committee financial expert” within the meaning of the rules of the SEC and meets the accounting or related financial management expertise standard required by the New York Stock Exchange.
Audit Committee Charter
Compensation Committee VCB CC
Our Compensation Committee is responsible for review and general oversight of the Company’s compensation programs, including all programs in which the Company’s executive officers participate. Our Compensation Committee is responsible for determining the compensation, including benefits, of the Chief Executive Officer and for determining the reasonableness of and approving the compensation of other executive officers of the Company. Our Compensation Committee is also responsible for administration of the Company’s stock option plans and granting stock options or restricted stock to employees, including grants to the executive officers of the Company. As allowed by the controlled company exemption from the New York Stock Exchange’s Corporate Governance Standards, the Compensation Committee does not have a written charter.
Pension Plan Committee CB CC
Our Pension Plan Committee acts as an administrator and named fiduciary of the Oil-Dri Corporation of America Pension Plan and is responsible for the management of the plan portfolio. The committee meets quarterly to conduct a review of the performance of the portfolio and the individual portfolio managers. Two directors are currently on the committee. The committee also includes certain employees of the Company who do not receive additional compensation in connection with their service on the committee.
Retirement Plans Committee CB CC
Our Retirement Plans Committee acts as administrator and named fiduciary of the Company’s defined contribution retirement plan. One director is currently on the committee. The committee also includes certain employees of the Company who do not receive additional compensation in connection with their service on the committee.
Executive Committee CB CC LDB
Our Executive Committee has all of the powers and authority of our Board of Directors in the management of our business and other affairs, subject only to any limitations provided for in our Certificate of Incorporation and Amended and Restated By-Laws (each as amended from time to time) or imposed by applicable law or the NYSE Corporate Governance Standards. Our Executive Committee historically has only exercised its authority to act on behalf of the Board of Directors in limited circumstances.
Audit Committee Compensation Committee Pension Plan Committee Retirement Plans Committee Executive Committee
Ellen-Blair Chube
Paul M. Hindsley FE
Daniel S. Jaffee CB CC CB CC CB CC
Joseph C. Miller VCB
Michael A. Nemeroff
George C. Roeth LDB
Allan H. Selig CC
Paul E. Suckow FE CC
Lawrence E. Washow FE
CB= Chairman of the Board
VCB= Vice Chairman of the Board
LDB=Lead Director of the Board
CC= Committee Chairperson
FE= Financial Expert
= Member
*To view the charter documents, click on committee name.
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