CEO Douglas Kaye was paid $1,069,480 in fiscal year 2025, ↓ down 36.2% from fiscal year 2024, the 10th percentile of its disclosed peer group (SEC filing 0001193125-26-173620 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,069,480 ↓ Douglas Kaye total, FY2025 | 10th CEO pay percentile vs peers | — CEO-to-median pay ratio | 92.84% Say-on-pay support, latest vote |
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AVD's next annual pay disclosure, estimated April 23, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Douglas Kaye | $650,000 | $0 | $0 | $0 | $235,950 | $0 | $183,530 | $1,069,480 |
| Chief Executive Officer | ||||||||
| David Johnson | 445,940 | 0 | 0 | 0 | 97,139 | 0 | 169,090 | 712,169 |
| Chief Financial Officer | ||||||||
| Timothy Donnelly | 400,000 | 0 | 0 | 0 | 87,120 | 0 | 145,075 | 632,195 |
| Chief Legal Officer, General Counsel & Secretary | ||||||||
| Shirin Khosravi | 300,000 | 0 | 0 | 0 | 67,680 | 0 | 133,555 | 501,235 |
| Chief Human Resources Officer | ||||||||
| Shayne Wetherall | 332,753 | 0 | 0 | 0 | 85,326 | 0 | 77,281 | 495,360 |
| Chief Executive Officer of Specialty Business | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Douglas Kaye | $1,069,480 | $1,675,160 | — | ↓ −605,680 |
| David Johnson | 712,169 | 963,270 | 688,751 | ↓ −251,101 |
| Timothy Donnelly | 632,195 | 858,937 | 551,064 | ↓ −226,742 |
| Shirin Khosravi | 501,235 | 569,790 | — | ↓ −68,555 |
| Shayne Wetherall | 495,360 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses AVD in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AVD in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Shirin Khosravi | Option | 4,087 | 10.28 | — |
| Douglas Kaye | RSU | 288,461 | — | 941,638 |
| Timothy Donnelly | RSU | 9,460 | — | 36,137 |
| David Johnson | RSU | 11,185 | — | 42,727 |
| Shayne Wetherall | RSU | 4,038 | — | 15,425 |
| Shirin Khosravi | RSU | 3,333 | — | 12,732 |
| David Johnson | Option | 48,888 | 10.28 | — |
| Timothy Donnelly | Option | 41,350 | 10.28 | — |
| Shayne Wetherall | Option | 12,114 | 10.28 | — |
The Company's executive compensation program is designed to align management's interests with the long-term interests of stockholders, provide compensation based on performance that supports key financial and strategic business outcomes, and attract, motivate, and retain top talent. The program emphasizes pay-for-performance through a KPI-driven short-term incentive structure and equity awards that vest based on financial metrics and stock price performance.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Exequity, LLP |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-06-06 | 19,570,683 | 1,508,310 | 8,095 | 92.84% | Passed |
| 2023 | 2023-06-07 | 20,196,852 | 1,949,123 | 7,172 | 91.2% | Passed |
| 2022 | 2022-06-01 | 21,487,774 | 4,531,687 | 28,504 | 82.58% | Passed |
| 2021 | 2021-06-02 | 23,947,514 | 209,931 | 11,924 | 99.13% | Passed |
| 2020 | 2020-06-03 | 23,844,480 | 259,565 | 65,262 | 98.92% | Passed |
| 2019 | 2019-06-05 | 22,467,224 | 473,148 | 225,359 | 97.94% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-06-06 | 92.84%a |
| 2023 | 2023-06-07 | 91.2%b |
| 2022 | 2022-06-01 | 82.58%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Scott D. BaskinIndependent · Lead Independent Director · Audit Committee · Nominating and Corporate Committee · Risk Committee (Chair) | $177,500 | $40,000 | $0 | $0 | $0 | $217,500 |
| Marisol AngeliniIndependent · Audit Committee · Compensation Committee (Chair) · Finance Committee | 119,500 | 80,000 | 0 | 0 | 0 | 199,500 |
| Steve MacicekIndependent · Audit Committee (Chair) · Compensation Committee · Nominating and Corporate Committee | 107,500 | 80,000 | 0 | 0 | 0 | 187,500 |
| Patrick E. GottschalkIndependent · Audit Committee · Compensation Committee · Risk Committee | 107,500 | 80,000 | 0 | 0 | 0 | 187,500 |
| Mark R. BassettIndependent · Finance Committee (Chair) · Risk Committee | 100,250 | 80,000 | 0 | 0 | 0 | 180,250 |
| Keith M. RosenbloomIndependent · Compensation Committee · Finance Committee · Nominating and Corporate Committee | 99,750 | 80,000 | 0 | 0 | 0 | 179,750 |
| Émer GunterIndependent · Finance Committee · Nominating and Corporate Committee (Chair) · Risk Committee | 138,500 | 40,000 | 0 | 0 | 0 | 178,500 |
| Tiu De MinoIndependent · Audit Committee · Finance Committee · Risk Committee | 84,000 | 80,000 | 0 | 0 | 0 | 164,000 |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | $80,000 |
| Per board meeting fee | $0 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $934,500 |
| Equity awards (grant-date value) | $560,000 |
| All other compensation | $0 |
| Total cost of the board | $1,494,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies American Vanguard names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including American Vanguard.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Innospec Inc. | 2025 | Patrick Williams | $1,380,548 | $5,285,623 | $0 | $1,365,336 | $8,252,747 |
| 2 | Balchem Corporation | 2025 | Ted Harris | 1,198,269 | 3,150,886 | 1,050,385 | 2,439,154 | 7,894,874 |
| 3 | LSB Industries, Inc. | 2025 | Mark Behrman | 785,731 | 3,448,209 | 0 | 1,073,600 | 5,327,795 |
| 4 | Ecovyst Inc. | 2025 | Kurt Bitting | 750,000 | 3,347,752 | 0 | 804,000 | 4,992,440 |
| 5 | Intrepid Potash, Inc. | 2025 | Kevin Crutchfield | 600,000 | 2,151,284 | 0 | 822,000 | 3,887,607 |
| 6 | Quaker Chemical Corporation | 2025 | Joseph Berquist | 800,000 | 2,420,319 | 0 | 461,840 | 3,709,451 |
| 7 | Hawkins, Inc. | 2026 | Patrick Hawkins | 743,269 | 2,062,393 | 0 | 736,984 | 3,607,894 |
| 8 | Aspen Aerogels, Inc. | 2025 | Donald Young | 577,115 | 1,670,722 | 424,998 | 0 | 2,685,085 |
| 9 | Core Molding Technologies, Inc. | 2025 | David Duvall | 787,350 | 761,016 | 0 | 0 | 1,571,116 |
| 10 | American Vanguard | 2025 | Douglas Kaye | 650,000 | 0 | 0 | 235,950 | 1,069,480 |
| 11 | Tredegar Corporation | 2025 | John Steitz | 937,560 | 0 | 0 | 0 | 984,438 |
| — | CVR Partners LP | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| American Vanguard | not disclosed | not disclosed | not disclosed | Exequity, LLP |
| Aspen Aerogels, Inc. | not disclosed | PSU 50 · Option 25 · RSU 25 | not disclosed | Meridian Compensation Partners LLC |
| Balchem Corporation | not disclosed | PSU 50 · Option 25 · RSU 25 | not disclosed | Pearl Meyer |
| Core Molding Technologies, Inc. | not disclosed | not disclosed | not disclosed | Pearl Meyer & Partners LLC |
| CVR Partners LP | not disclosed | not disclosed | not disclosed | not disclosed |
| Ecovyst Inc. | not disclosed | not disclosed | not disclosed | Willis Towers Watson |
| Hawkins, Inc. | not disclosed | PRSU 100 | not disclosed | McLagan |
| Innospec Inc. | not disclosed | not disclosed | not disclosed | Willis Towers Watson |
| Intrepid Potash, Inc. | not disclosed | PSU 60 · RSU 40 | not disclosed | F.W. Cook |
| LSB Industries, Inc. | not disclosed | RSU 50 · PSU 50 | not disclosed | Compensation Strategies |
| Quaker Chemical Corporation | not disclosed | PSU 60 · RSU 40 | not disclosed | Meridian Compensation Partners |
| Tredegar Corporation | not disclosed | Restricted Stock 50 · Performance Units 50 | not disclosed | Pearl Meyer |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Douglas Kaye | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Executive Compensation”. As printed: 1,069,480. Filing ↗machine: r2 · c33 · span 714525–714534 |
| 2 | Section 01, David Johnson | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Executive Compensation”. As printed: 712,169. Filing ↗machine: r5 · c33 · span 749100–749107 |
| 3 | Section 01, Timothy Donnelly | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Executive Compensation”. As printed: 632,195. Filing ↗machine: r9 · c33 · span 796008–796015 |
| 4 | Section 01, Shirin Khosravi | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Executive Compensation”. As printed: 501,235. Filing ↗machine: r13 · c33 · span 842889–842896 |
| 5 | Section 01, Shayne Wetherall | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Executive Compensation”. As printed: 495,360. Filing ↗machine: r16 · c33 · span 876543–876550 |
| 6 | Section 08, Scott D. Baskin | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Director Compensation”. As printed: 217,500. Filing ↗machine: span 1651275–1651484 |
| 7 | Section 08, Marisol Angelini | DEF 14A | — | — | Section “Director Compensation”. As printed: 199,500. |
| 8 | Section 08, Steve Macicek | DEF 14A | — | — | Section “Director Compensation”. As printed: 187,500. |
| 9 | Section 08, Patrick E. Gottschalk | DEF 14A | — | — | Section “Director Compensation”. As printed: 187,500. |
| 10 | Section 08, Mark R. Bassett | DEF 14A | — | — | Section “Director Compensation”. As printed: 180,250. |
| 11 | Section 08, Keith M. Rosenbloom | DEF 14A | — | — | Section “Director Compensation”. As printed: 179,750. |
| 12 | Section 08, Émer Gunter | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Director Compensation”. As printed: 178,500. Filing ↗machine: span 1691081–1691290 |
| 13 | Section 08, Tiu De Mino | DEF 14A | 2026-04-23 | 0001193125-26-173620 | Section “Director Compensation”. As printed: 164,000. Filing ↗machine: span 1710979–1711188 |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-06-11 | 0001193125-24-159108 | Item 5.07 · say-on-pay result. As reported: 92.84% (votes for as printed: 19,570,683). Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-06-13 | 0001193125-23-166123 | Item 5.07 · say-on-pay result. As reported: 91.2% (votes for as printed: 20,196,852). Filing ↗ |
| 16 | Section 06, 2022 vote | Form 8-K | 2022-06-07 | 0001193125-22-169120 | Item 5.07 · say-on-pay result. As reported: 82.58% (votes for as printed: 21,487,774). Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 934,500 + equity 560,000 + all other 0 = 1,494,500, summed across the director compensation table rows.machine: formula: Σ = 1,494,500 |
| 19 | Innospec Inc., Section 10b CEO total | DEF 14A | 2026-03-26 | 0001174947-26-000427 | CEO total compensation as printed in Innospec Inc.'s own proxy. As printed: 8,252,747. Filing ↗machine: r4 · c9 · span 1939600–1939609 |
| 20 | Balchem Corporation, Section 10b CEO total | DEF 14A | 2026-04-27 | 0001140361-26-017099 | CEO total compensation as printed in Balchem Corporation's own proxy. As printed: 7,894,874. Filing ↗ |
| 21 | LSB Industries, Inc., Section 10b CEO total | DEF 14A | 2026-04-10 | 0001193125-26-151347 | CEO total compensation as printed in LSB Industries, Inc.'s own proxy. As printed: 5,327,795. Filing ↗machine: span 1083424–1083433 |
| 22 | Ecovyst Inc., Section 10b CEO total | DEF 14A | 2026-04-15 | 0001140361-26-014838 | CEO total compensation as printed in Ecovyst Inc.'s own proxy. As printed: 4,992,440. Filing ↗machine: r2 · c19 · span 1179272–1179281 |
| 23 | Intrepid Potash, Inc., Section 10b CEO total | DEF 14A | 2026-04-17 | 0001140361-26-015363 | CEO total compensation as printed in Intrepid Potash, Inc.'s own proxy. As printed: 3,887,607. Filing ↗machine: r2 · c22 · span 702135–702145 |
| 24 | Quaker Chemical Corporation, Section 10b CEO total | DEF 14A | 2026-03-31 | 0001628280-26-022236 | CEO total compensation as printed in Quaker Chemical Corporation's own proxy. As printed: 3,709,451. Filing ↗machine: r2 · c27 · span 836235–836244 |
| 25 | Hawkins, Inc., Section 10b CEO total | DEF 14A | 2026-06-18 | 0000046250-26-000026 | CEO total compensation as printed in Hawkins, Inc.'s own proxy. As printed: 3,607,894. Filing ↗machine: r2 · c42 · span 275539–275548 |
| 26 | Aspen Aerogels, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001193125-26-129161 | CEO total compensation as printed in Aspen Aerogels, Inc.'s own proxy. As printed: 2,685,085. Filing ↗machine: r2 · c29 · span 852379–852388 |
| 27 | Core Molding Technologies, Inc., Section 10b CEO total | DEF 14A | 2026-04-06 | 0001026655-26-000019 | CEO total compensation as printed in Core Molding Technologies, Inc.'s own proxy. As printed: 1,571,116. Filing ↗ |
| 28 | American Vanguard (subject), Section 10b CEO total | DEF 14A | 2026-04-23 | 0001193125-26-173620 | CEO total compensation as printed in American Vanguard's own proxy. As printed: 1,069,480. Filing ↗machine: r2 · c33 · span 714525–714534 |
| 29 | Tredegar Corporation, Section 10b CEO total | DEF 14A | 2026-03-25 | 0001628280-26-020996 | CEO total compensation as printed in Tredegar Corporation's own proxy. As printed: 984,438. Filing ↗machine: r4 · c27 · span 433265–433272 |
| 30 | Section 10a, LSB Industries, Inc. reciprocity | DEF 14A | — | 0001193125-26-151347 | LSB Industries, Inc. names American Vanguard in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 31 | Section 10a, Ecovyst Inc. reciprocity | DEF 14A | — | 0001140361-26-014838 | Ecovyst Inc. names American Vanguard in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 32 | Section 10a, Tredegar Corporation reciprocity | DEF 14A | — | 0001628280-26-020996 | Tredegar Corporation names American Vanguard in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 33 | Section 10a, Aspen Aerogels, Inc. reciprocity | DEF 14A | — | 0001193125-26-129161 | Aspen Aerogels, Inc.'s most recent proxy was read; its disclosed peer group does not include American Vanguard. Filing ↗ |
| 34 | Section 10a, Innospec Inc. reciprocity | DEF 14A | — | 0001174947-26-000427 | Innospec Inc.'s most recent proxy was read; its disclosed peer group does not include American Vanguard. Filing ↗ |
| 35 | Section 10a, Quaker Chemical Corporation reciprocity | DEF 14A | — | 0001628280-26-022236 | Quaker Chemical Corporation's most recent proxy was read; its disclosed peer group does not include American Vanguard. Filing ↗ |
| 36 | Section 10a, Core Molding Technologies, Inc. reciprocity | DEF 14A | — | 0001026655-26-000019 | Core Molding Technologies, Inc.'s most recent proxy was read; its disclosed peer group does not include American Vanguard. Filing ↗ |
| 37 | Section 10a, Balchem Corporation reciprocity | DEF 14A | — | 0001140361-26-017099 | Balchem Corporation's most recent proxy was read; its disclosed peer group does not include American Vanguard. Filing ↗ |
| 38 | Section 10a, Intrepid Potash, Inc. reciprocity | DEF 14A | — | 0001140361-26-015363 | Intrepid Potash, Inc. names American Vanguard in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
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