American Vanguard (AVD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 2, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Nine directors are nominated, including recent appointees, reflecting significant board refreshment and leadership changes over the past year.

• The company underwent major transformation initiatives in 2024, including digital upgrades and leadership transitions, resulting in nonrecurring charges and a net loss.

• No cash bonuses were awarded to executives for 2024 due to performance, and compensation remains below peer medians.

• Shareholder engagement and feedback have influenced compensation and governance practices.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying Deloitte & Touche LLP as auditor for 2025, and an advisory say-on-pay vote for executive compensation.

• No additional shareholder proposals or director nominations were received for this meeting.

• Voting can be conducted online, by phone, mail, or during the virtual meeting with a control number.

Board of directors and corporate governance

• The board consists of nine members with diverse backgrounds in agribusiness, operations, legal, finance, and ESG.

• Recent board refreshment includes new CEO Douglas Kaye III and new directors Steven Macicek and Carmen Tiu.

• The roles of Chair and CEO are now separated, with an independent lead director overseeing board agendas.

• Seven of nine nominees are independent under NYSE standards.

• The board met 17 times in 2024, with all directors attending at least 75% of meetings.