American Vanguard is managed under the direction of the Board of Directors, whose purpose is to maximize long-term economic value for our stockholders by responsibly addressing the concerns of our employees, business partners, the communities and governments where American Vanguard has operations and does business, and the public at large. In fulfilling its duties, the Board and its committees oversee the corporate governance of American Vanguard, oversee and advise management in developing our financial and business goals, oversee our public disclosures and the processes behind them, and evaluate management's performance in pursuing and achieving those goals.
AUDIT COMMITTEE
The Audit Committee is currently composed of Steven Macicek (Chairperson), Marisol Angelini, Scott D. Baskin, Patrick E. Gottschalk, and Keith Rosenbloom, all of whom are non-employee directors and financially literate. The Board has determined that all members of the Audit Committee are independent directors under the applicable rules and regulations currently prescribed by the SEC and the applicable rules and listing standards currently prescribed by the New York Stock Exchange. In addition, the board has found that Mr. Erlich is an “audit committee financial expert” within the meaning of applicable SEC rules and regulations. The Audit Committee held six meetings during the year ended December 31, 2021.
RESPONSIBILITIES
The responsibilities of the Audit Committee are set forth in the current Audit Committee Charter, which is available on the Company’s website (www.american-vanguard.com), and include:
- Providing oversight on the financial reporting process and the adequacy of the Company’s internal controls.
- Engaging the services of an independent registered public accounting firm to audit the Company’s consolidated financial statements and internal controls for financial reporting.
- Pre-approving all services performed by the independent registered public accounting firm.
- Reviewing the scope of the audit activities of the independent registered public accounting firm and appraising audit efforts.
- Reviewing services provided by the independent registered public accounting firm and other disclosed relationships, as they bear on the independence of that firm.
- Overseeing the performance of the Company’s internal audit function
- Establishing procedures for the receipt, consideration, investigation and resolution of complaints, if any, regarding accounting, internal controls or auditing matters.
COMPENSATION COMMITTEE
The Compensation Committee is currently composed of Marisol Angelini (Chairperson), Patrick E. Gottschalk, Steven Macicek, and Keith Rosenbloom. The Board has determined that all members of the Compensation Committee are independent directors under the applicable rules and listing standards currently prescribed by the New York Stock Exchange. Further, the Board has found that each of the members of the Compensation Committee, who administers the Company’s compensation plans, is a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is an “outside director” under Section 162(m) of the Internal Revenue Code of 1986. The Compensation Committee held five meetings during the year ended December 31, 2021.
RESPONSIBILITIES
The responsibilities of the Compensation Committee are set forth in the current Compensation Committee Charter, which is available on the Company’s website (www.american-vanguard.com), and include:
- Establishing executive compensation policy consistent with corporate objectives and stockholders’ interests
- Overseeing the process for evaluating CEO performance in comparison with Board-approved goals and objectives and recommending CEO compensation to the Board.
- Administering grants and options in Company stock under the Company’s compensation plan(s).
- Evaluating the independence of compensation professional
FINANCE COMMITTEE
The Finance Committee is currently composed of Mark Bassett (Chairperson), Marisol Angelini, Emer OBroin Gunter, Keith Rosenbloom, and Carmen Tiu. The Finance Committee held twelve meetings during the year ended December 31, 2021.
RESPONSIBILITIES
The responsibilities of the Finance Committee are set forth in the current Finance Committee Charter, which is available on the Company’s website (www.american-vanguard.com) and involves, among other things:
- Working with senior management of the Company to evaluate, investigate and recommend changes in the area of corporate finance.
- Reviewing and approving acquisitions, divestitures and other restructuring activity.
- Reviewing and approving short-term and long-term financing plans.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee is currently composed of Emer OBroin Gunter (Chairperson), Scott Baskin, Mark Bassett, and Steve Macicek. The Board has determined that all members of the Nominating and Corporate Governance Committee are independent directors under the applicable rules and listing standards currently prescribed by the New York Stock Exchange. The Nominating and Corporate Governance Committee held three meetings during the year ended December 31, 2021.
RESPONSIBILITIES
The responsibilities of the Nominating and Corporate Governance Committee are set forth in the current Nominating and Corporate Governance Committee Charter, which is available on the Company’s website (www.american-vanguard.com), and include:
- Recommending nominees for election and re-election to the Board of Directors
- Reviewing principles, policies and procedures affecting directors.
- Overseeing evaluation of the Board and its effectiveness.
- Recommending committee assignments and lead director nominees to the Board.
RISK COMMITTEE
The Risk Committee is currently composed of Scott D. Baskin (Chairperson), Mark Bassett, Patrick E. Gottschalk, Emer OBroin Gunter, and Carmen Tiu. The Risk Committee held four meetings during the year ended December 31, 2021. All members of the Board are invited to, and typically attend, Risk Committee meetings.
RESPONSIBILITIES
The primary responsibility of the Risk Committee is to oversee risk management at the Corporate Governance of the Company Company and to ensure that the Company continuously monitors material risks, identifies mitigation measures for those risks, and takes commercially practicable measures to minimize those risks to the fullest extent possible. The committee works with the Company’s Risk Manager and senior management to conduct (or cause to be conducted) periodic assessments of the Company’s risk profile and to ensure the following:
- That adequate resources are made available to address and mitigate risks, where possible,
- That risk owners are identified and made accountable for addressing these risks, and
- That the practice of monitoring and addressing these risks remains a part of the Company’s culture.