Company’s 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 Group’s 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 President—Medical 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. Alphonso’s 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 University’s 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 Invariant’s 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 Agency’s 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 Speaker’s 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. MacMillan’s 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.

	•		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.
	•		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.)
	•		A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives at the same time serve on that company’s compensation committee is not independent until three years after the end of such service or the employment relationship.
	•		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 company’s 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. Elcan’s brother, was a minority investor in REX’s refined coal business and received commissions from a subsidiary of REX prior to REX’s 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 REX’s business activities with Coal Refinement LLC, the Board determined that the relationship was not a material relationship affecting Charles Elcan’s 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 year’s 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 Company’s 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 Company’s 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 Director’s responsibilities include, among others, the following:

	•		Preside at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors.
	•		Serve as principal liaison between the Executive Chairman and the independent directors.
	•		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.
	•		Authority to call meetings of the independent directors.
	•		Be available, when appropriate, for consultation and direct communication with shareholders.

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 Board’s consideration of long-term strategies and in the transactions and other matters presented to the Board. As part of the Board’s consideration of risk management and risk mitigation, the Board also receives periodic reports from

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members of senior management regarding the Company’s cybersecurity risk management. The Board’s 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 Company’s 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 Company’s 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 Board’s 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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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objectives of our executive compensation program are to motivate and retain our key employees, to tie annual incentives to corporate performance and profitability, and to provide long-term incentives for executives to create shareholder value.

We considered the results of the shareholder advisory vote on executive compensation in 2021. We believe the approval received shows that shareholders support our executive compensation decisions and policies.

Elements of Executive Compensation

The elements of our executive compensation program are discussed below.

Base Salary. Base salaries of our executive officers reflect individual job responsibilities, with consideration for past contributions and length of service. Base salary levels generally are set at levels below that of salaries paid to executive officers of other public companies in the ethanol industry in recognition of their annual incentive opportunities. For comparative purposes, we review base salaries paid by companies in our industry peer group. We do not engage in benchmarking in setting or adjusting base salaries. Base salaries of our CEO, Mr. Rizvi, our CFO, Mr. Bruggeman, and our Executive Chairman, Mr. Rose, have not changed since 2015.

Annual Incentive Program. Our annual incentive program is designed to reward executive officers for corporate performance and to incentivize those individuals to contribute to corporate profitability. Annual incentives are based on corporate performance and profitability measures. There are no individual performance goals or objectives.

For fiscal 2021, the annual incentive opportunities for our executive officers were based upon and determined as a specific percentage of our Net Income, subject to individual maximum payouts for the year. The specific percentage of Net Income for each executive officer was determined on a scaled basis considering each officer’s overall responsibilities and contributions to corporate performance and operations. We define Net Income as net income attributable to REX Common Shareholders (after tax), adjusted by a multiplier and then adding back incentive and stock compensation expense.

We chose the foregoing measures to incentivize our executive officers to grow profits. Specific quantitative corporate performance factors and measures for determining individual annual incentive awards are described under “Employment Agreements” and “Grants of Plan-Based Awards” following the Summary Compensation Table.

The annual incentive program for executive officers includes a “clawback” provision. For purposes of computing awards under the program, in the event of a loss in any fiscal year, income utilized in computing awards in subsequent years is reduced dollar for dollar until the cumulative reduction equals the amount of the earlier loss. In the year the earlier loss is fully recovered, individual caps on annual incentive payouts are increased 100% to enable some or all of a foregone incentive award for a prior loss year(s) to be recouped. We believe the clawback ensures that executive incentive awards are paid based on cumulative Net Income (net of losses) and provides incentive to focus on long-term, sustained earnings growth.

Annual incentive awards are determined and paid on a formula basis without discretion to increase or decrease award amounts.

Long-Term Incentive Awards. In fiscal 2015, our Board of Directors adopted and shareholders approved the REX 2015 Incentive Plan. The Incentive Plan provides for grants of a variety of long-term incentives to officers, employees, directors and consultants of the Company, including restricted stock, restricted stock units, stock options, stock appreciation rights, unrestricted stock and performance awards payable in cash or stock. The Incentive Plan replaced the Company’s 1995 and 1999 Omnibus Stock Incentive Plans. We have not granted stock options since 2004.

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To strengthen the link between our annual incentive program and long-term corporate performance, one-third of the annual incentive award earned by each executive officer is paid in an award of restricted stock under the Incentive Plan. Restricted stock exposes executives to both upside and downside equity performance risk.

Employment, Termination and Change in Control Arrangements

We have employment agreements with each of our named executive officers which cover base salary, annual incentive award opportunities, and potential payments upon termination or change in control. Upon a termination without cause, or for good reason within 12 months following a change in control, the executive is entitled to his salary for the remainder of the employment period, and a cash payment equal to 200% of the total incentive bonus paid for the prior fiscal year, but not less than $500,000. The Compensation Committee determined these payment amounts based upon competitive practices at the time the employment agreements were approved. The purpose of providing these severance benefits is to compensate executives in the event of a termination of employment not reflective of individual performance and to assure that executives focus on a smooth transition of management and operation of the Company in the event of a change in control.

Stock Award Grant Policy

The Board and the Compensation Committee believe that establishing fixed grant dates in advance, to the extent possible, is important to assure the integrity of the stock-based award granting process. Accordingly, the Board and the Compensation Committee determined that the annual grant of restricted stock awards to non-employee directors, and the restricted stock grants to executive officers in payment of one-third of their annual incentive award earned for the fiscal year, will be made on June 15 of each year, or if June 15 is not a business day, the next business day.

Role of Executive Officers in Determining Executive Compensation

The Compensation Committee of our Board of Directors determines the compensation paid to our CEO and other executive officers. Our CEO recommends base salary levels and annual incentive opportunities for non-executive officers. All annual incentive payments to executive officers are approved by the Compensation Committee.

Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code disallows a federal income tax deduction to a public company for compensation paid in excess of $1 million in any taxable year to the company’s chief executive officer or any of its other four highest paid executive officers.

For 2021 and 2022, the annual incentive awards payable to Messrs. Rizvi, Bruggeman and Rose are subject to Section 162(m) based upon the Tax Cuts and Job Act of 2017 (the “Tax Act”). Despite the application of the Tax Act, all of the compensation paid to Messrs. Rizvi, Bruggeman and Rose in fiscal 2021 was deductible to the Company.

The Compensation Committee considers anticipated tax treatment when reviewing executive compensation, but does not limit executive compensation to amounts deductible under Section 162(m) in order to maintain flexibility to structure compensation programs.

2022 Compensation Review

In February, 2022, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to assess the Company’s named executive officer and Board compensation programs and make recommendations for adjustments. The Compensation Committee currently is working to revise its compensation programs for 2022 based on the Pearl Meyer assessment and recommendations, and anticipates that, subject to final approval by the Board, the revisions will include market-based adjustments

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to base salaries (which have not changed since 2015) and annual incentive bonuses and adoption of a performance based long-term equity incentive program under the Company’s 2015 Incentive Plan, which the Compensation Committee currently anticipates will be based on total shareholder return compared to the Russell 2000. The Compensation Committee also is considering market-based adjustments to Board compensation.

Compensation Committee Report

The Compensation Committee of the Board of Directors of REX American Resources Corporation has reviewed and discussed the Compensation Discussion and Analysis with management. Based on that review and discussion, the Compensation Committee recommended that the Compensation Discussion and Analysis be included in the proxy statement for our 2022 Annual Meeting of Shareholders.

DAVID S. HARRIS, Chairman
MERVYN L. ALPHONSO
CHARLES A. ELCAN
LEE I. FISHER
ANNE C. MACMILLAN

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Summary Compensation Table

The following table sets forth the compensation of our Chief Executive Officer, Chief Financial Officer and our other most highly compensated executive officers.

Name and Principal Position		Year							Salary							Stock Awards (1)							Non-Equity Incentive Plan Compensation (2)							All Other Compensation (3)							Total
Zafar A. Rizvi,					2021					$		225,000					$		666,667					$		1,333,333					$		200					$		2,225,200
Chief Executive Officer					2020					$		225,000					$		44,673					$		89,344					$		200					$		359,217
and President					2019					$		225,000					$		107,864					$		215,729					$		200					$		548,793
Douglas L. Bruggeman,					2021					$		275,700					$		372,551					$		745,102					$		200					$		1,393,553
Vice President-Finance,					2020					$		275,700					$		22,336					$		44,672					$		200					$		342,908
Chief Financial Officer					2019					$		275,700					$		53,932					$		107,865					$		200					$		437,697
and Treasurer
Stuart A. Rose,					2021					$		154,500					$		500,000					$		1,000,000							—					$		1,654,500
Executive Chairman of					2020					$		154,500					$		32,760					$		65,519							—					$		252,779
the Board					2019					$		154,500					$		79,101					$		158,201							—					$		391,802

 

	(1)		Represents one-third of award earned by the named executive officer under our annual incentive program payable in restricted stock with a vesting period of three years based on the closing price of REX Common Stock as of the applicable grant date. See “Grants of Plan-Based Awards.”
	(2)		Amounts in this column reflect two-thirds of incentive awards earned under our annual incentive program paid in cash. See “Grants of Plan-Based Awards.”
	(3)		Amounts in this column reflect $200 401(k) matching contribution on behalf of each named executive officer other than Mr. Rose.

Employment Agreements

We have employment agreements with Zafar A. Rizvi, our Chief Executive Officer and President, Douglas L. Bruggeman, our Vice President—Finance, Chief Financial Officer and Treasurer, and Stuart A. Rose, our Executive Chairman of the Board and Head of Corporate Development. The employment agreements were effective as of February 1, 2015, and were amended for fiscal year 2018. The employment agreements automatically renew in one year increments unless earlier terminated by resignation, death, total disability or termination for cause, or unless terminated by either party upon 180 days’ notice.

Mr. Rizvi’s fiscal 2018 employment agreement provided for:

	•		An annual base salary of $225,000.
	•		The opportunity to earn an annual incentive bonus equal to 3% of Net Income using a 1.33 multiplier, subject to a maximum incentive bonus of $2,000,000 in any fiscal year.

Mr. Bruggeman’s fiscal 2018 employment agreement provided for:

	•		An annual base salary of $275,700.
	•		The opportunity to earn an annual incentive bonus equal to 1.5% of Net Income using a 1.33 multiplier, subject to a maximum incentive bonus of $1,500,000 in any fiscal year.

Mr. Rose’s fiscal 2018 employment agreement provided for:

	•		An annual base salary of $154,500.
	•		The opportunity to earn an annual incentive bonus equal to 2.2% of Net Income using a 1.33 multiplier, subject to a maximum incentive bonus of $1,500,000 in any fiscal year.

Effective for fiscal 2018, each employment agreement was amended to reflect an annual incentive bonus opportunity computed based upon an amount equal to 133% of Net Income (as compared to 154% of Net Income for fiscal 2017), less a one-time cumulative adjustment of $22,000,000 in fiscal year 2018, at the same individual percentages and subject to the same individual annual maximums stated above.

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Each employment agreement also provides for:

	•		In the event of termination by us without cause, as defined, the employee is entitled to (i) the balance of his salary for the remainder of the employment period, (ii) a cash bonus payment equal to 200% of the total incentive bonus paid for the prior fiscal year, but in no event less than $500,000 and (iii) the right to exercise any awards held under any incentive plan maintained by us whether or not such award is otherwise exercisable or has vested.
	•		In the event of termination by us for cause, as defined, the employee is entitled to (i) his salary computed pro rata to the date of termination and (ii) bonus payment computed pro rata based on the date of termination.
	•		In the event of termination due to death, total disability or voluntary termination of employment, the employee or his estate is entitled to (i) his salary computed pro rata to the date of termination, (ii) bonus payment computed pro rata based on the date of termination and (iii) the right to exercise any awards held under any incentive plan maintained by us whether or not such award is otherwise exercisable or has vested and, in the case of voluntary termination, if the employee has 20 years of service and has attained age 55.
	•		In the event the employee terminates employment for good reason, as defined, within 12 months following a change in control, as defined, the employee is entitled to (i) the balance of his salary for the remainder of the employment period, (ii) a cash bonus payment equal to 200% of the total incentive bonus paid for the prior fiscal year, but in no event less than $500,000 and (iii) the right to exercise any awards held under any incentive plan maintained by us whether or not such award is otherwise exercisable or has vested.
	•		The right to participate in all employee benefit plans.
	•		Restrictions on the use of confidential information, and restrictions on competition for a period of one year following termination of employment.

Grants of Plan-Based Awards

The following table sets forth information concerning grants of awards to each named executive officer in fiscal 2021 under our annual incentive program.

Name		Estimated Future Payouts under Non-Equity Incentive Plan Awards
		Threshold							Target (1)							Maximum
Zafar A. Rizvi			$		0					$		134,017					$		2,000,000
Douglas L. Bruggeman			$		0					$		67,008					$		1,500,000
Stuart A. Rose			$		0					$		98,279					$		1,500,000

 

	(1)		Target amounts are not determinable at the time of grant. SEC rules require us to provide a representative amount based on the previous fiscal year’s performance if the target amount is not determinable. Target amounts shown are representative amounts based on the previous fiscal year’s (2020) performance.

Mr. Rizvi’s annual incentive award opportunity for fiscal 2021, which is set forth in his employment agreement, was earned at 3% of Net Income (as previously defined), subject to a maximum $2,000,000 incentive payout for the year.

Mr. Bruggeman’s annual incentive award opportunity for fiscal 2021, which is set forth in his employment agreement, was earned at 1.5% of Net Income, subject to a maximum $1,500,000 incentive payout for the year.

Mr. Rose’s annual incentive award opportunity for fiscal 2021, which is set forth in his employment agreement, was earned at 2.2% of Net Income, subject to a maximum $1,500,000 incentive payout for the year.

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For fiscal 2021, Mr. Rizvi earned an annual incentive award of $2,000,000, Mr. Bruggeman earned an annual incentive award of $1,117,653, and Mr. Rose earned an annual incentive award of $1,500,000. These incentive awards were based on REX earning net income attributable to REX common shareholders of $52,364,000, multiplied by 133%, and then adding back incentive and stock compensation expense.

One-third of each executive’s annual incentive award (Mr. Rizvi $666,667, Mr. Bruggeman $372,551, and Mr. Rose $500,000) will be paid in an award of restricted stock based on the closing price of REX common stock on June 15, 2022, vesting in one-third installments on the first three anniversaries of the grant. The two-thirds balance of each executive’s annual incentive award (Mr. Rizvi $1,333,333, Mr. Bruggeman $745,102 and Mr. Rose $1,000,000) was paid in cash.

Outstanding Equity Awards at Fiscal 2021 Year-End

The following table sets forth information concerning restricted stock that has not vested for each named executive officer outstanding as of the end of fiscal 2021.

Name		Stock Awards
		Number of Shares or Units of Stock that have not Vested							Market Value of Shares or Units of Stock that have not Vested (1)
Zafar A. Rizvi					2,559					$		246,764
Douglas L. Bruggeman					1,280					$		123,430
Stuart A. Rose					1,875					$		180,806

 

	(1)		Based on the closing price of REX common stock on January 31, 2022.

Potential Payments Upon Termination or Change in Control

The employment agreements with our named executive officers provide for the following compensation payable upon termination of employment:

	•		In the event of termination without cause, or in the event the executive terminates employment for good reason within 12 months following a change in control, the executive is entitled to (i) the balance of his salary for the remainder of the employment period, (ii) a cash bonus equal to 200% of the total incentive bonus paid for the prior fiscal year, but not less than $500,000 and (iii) the right to exercise any awards under any incentive plan whether exercisable or unexercisable, vested or unvested.

	o		“Good reason” includes a reduction in the executive’s salary or bonus opportunity, significant diminution in the executive’s position, authority or duties, work relocation outside the Dayton, Ohio metropolitan area, and our breach of the employment agreement.
	o		“Change in control” includes any person acquiring 25% or more of outstanding REX common stock, incumbent directors or their Board approved successors ceasing to constitute a majority of the REX board of directors, or a merger or other reorganization resulting in less than 50% of the outstanding voting shares of the surviving or resulting company being owned by REX shareholders determined immediately prior to the event.

	•		In the event of termination due to death, total disability or voluntary termination, the executive or his estate is entitled to (i) his salary computed pro rata to the date of termination, (ii) bonus payment computed pro rata based on the date of termination and (iii) the right to exercise any awards under any incentive plan whether exercisable or unexercisable or vested or unvested, assuming in the case of voluntary termination the executive has 20 years of service and attained age 55.
	•		In the event of termination by us for cause, the executive is entitled to his salary and bonus payment computed pro rata to and based upon the date of termination.

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Termination Without Cause or for Good Reason. If the employment of our executive officers were terminated without cause, or terminated for good reason following a change in control, our executive officers would have been entitled to the following lump sum amounts as of January 31, 2022:

Name		Salary (1)							Incentive Award (2)							Accelerated Vesting of Restricted Stock (3)							Total
Zafar A. Rizvi			$		225,000					$		500,000					$		246,764					$		971,764
Douglas L. Bruggeman			$		275,700					$		500,000					$		123,430					$		899,130
Stuart A. Rose			$		154,500					$		500,000					$		180,806					$		835,306

 

	(1)		Salary from February 1, 2022 to January 31, 2023.
	(2)		For Fiscal 2021, the minimum incentive award of $500,000 each.
	(3)		Dollar value of unvested restricted stock.

Termination on Death, Total Disability or Voluntary Termination. If the employment of our executive officers were terminated due to death, total disability or voluntary termination, our executive officers or their estates would be entitled to the following lump sum amounts as of January 31, 2022:

Name		Salary							Incentive Award							Accelerated Vesting of Restricted Stock							Total
Zafar A. Rizvi					—					$		2,000,000					$		246,764					$		2,246,764
Douglas L. Bruggeman					—					$		1,117,653					$		123,430					$		1,241,083
Stuart A. Rose					—					$		1,500,000					$		180,806					$		1,680,806

In their employment agreements, our executive officers are subject to non-competition provisions for a period of one year following termination of employment for any reason, as well as confidentiality provisions.

All unvested shares of restricted stock automatically vest upon death, total disability, termination of employment without cause, voluntary termination of employment after 20 years of service and attaining age 55, termination of employment for good reason within 12 months following a change in control, and any other event specified in an applicable employment agreement. In the event of a change in control, unvested restricted stock will be subject to the definitive agreement governing the change in control.

Director Compensation for Fiscal 2021

The following table sets forth information concerning the compensation of our non-employee directors for fiscal 2021.

Name		Fees Earned or Paid in Cash							Stock Awards (1)							Total
Edward M. Kress					—					$		25,000					$		25,000
Charles A. Elcan			$		50,000					$		25,000					$		75,000
David S. Harris			$		75,000					$		50,000					$		125,000
Mervyn L. Alphonso			$		50,000					$		25,000					$		75,000
Lee I. Fisher			$		50,000					$		25,000					$		75,000
Anne C. MacMillan			$		50,000					$		25,000					$		75,000

 

	(1)		The aggregate number of outstanding restricted stock awards granted to non-employee directors of REX that have not vested at January 31, 2022 are 621 shares for each of Messrs. Kress, Elcan, Alphonso, Fisher and MacMillan, and 1,242 shares for Mr. Harris.

Director Compensation Arrangements

Directors who are not officers or employees of REX are paid an annual retainer of $45,000 per year (plus reasonable travel expenses) and a $5,000 per year retainer if they serve on one or more Board

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committees. The Chairman of the Audit Committee and the Lead Director are each paid an additional $12,500 per year retainer, both of which retainers are currently paid to Mr. Harris in his dual capacity.

Non-employee directors receive an annual $25,000 grant of restricted stock under the 2015 Incentive Plan based on the closing price of REX common stock on the date of grant, vesting in one-third installments on the first three anniversaries of the grant. The Chairman of the Audit Committee and the Lead Director each receive an additional $12,500 annual grant of restricted stock with a vesting period of three years, both of which grants are currently received by Mr. Harris in his dual capacity.

Compensation Policies and Risk

We believe the compensation policies and practices for our employees do not encourage excessive or inappropriate risk taking and are not reasonably likely to have a material adverse effect on the Company.

Our compensation program consists of fixed and variable components. The fixed portion, base salary, provides stable income regardless of Company performance or stock price. The variable portion, annual incentive and restricted stock awards, rewards both short-term and long-term corporate performance.

Prior to fiscal 2017, our annual incentive program was based on the Company’s earnings before income taxes. We began using after-tax income as our annual incentive performance measure for fiscal 2017. We believe that basing annual incentives on after-tax income better encourages executives to focus on growing profits and earnings per share. We cap each executive’s total annual incentive award which we believe reduces the incentive to engage in excess risk taking as incentive payments are limited. We annually review our incentive performance measures and formula.

Long-term performance is reflected in restricted stock awards that vest in installments over three years and grow in value if our stock price increases over time. We believe that our restricted stock awards and the clawback provision in our annual incentive program create a disincentive to engage in short-term risk taking which could ultimately harm the Company’s long-term performance and stock price.

Equity Compensation Plan Information

Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)							Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)							Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders(1)					10,061	(2)						—							471,027
Equity compensation plans not approved by security holders					—							—							—
Total					10,061							—							471,027

 

	(1)		Includes the REX American Resources Corporation 2015 Incentive Plan.
	(2)		Consists of 10,061 shares of restricted stock awarded but not vested under the 2015 Incentive Plan at January 31, 2022. Restricted stock has no exercise price.

Chief Executive Officer (CEO) Pay Ratio

We are committed to internal pay equity to incentivize all our employees and to maximize shareholder value. In furtherance of that goal, and consistent with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Compensation Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2021 to that of all other Company employees for the same period.

For fiscal 2021, the annual total compensation of our CEO was $2,225,200 and the annual total compensation of the employee identified at the median of our Company (excluding the CEO), was $49,293.

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Therefore, the ratio of annual total compensation of our CEO to the median of the annual compensation for fiscal 2021 was 45.3 to 1.

The calculation of annual total compensation of all employees (including full and part-time employees) was determined in the same manner as the “Total Compensation” shown for our CEO in the “Summary Compensation Table” on page 11 of this Proxy Statement. Pay elements that were included in the annual total compensation for each employee are salary/hourly wage, bonus and 401K matching contributions.

Our calculation includes all employees of REX and its consolidated subsidiaries as of December 31, 2020. We determined the compensation of our median employee by: (i) calculating the annual total compensation described above for each of our employees and annualizing the base salary/wages of all employees who were hired in 2020 but did not work for the entire year, (ii) ranking the annual total compensation of all employees except for the CEO from lowest to highest, and (iii) since we had an even number of employees when not including the CEO, determining the average of the annual total compensation of the two employees ranked at the median. We again used the two median employees identified as of December 31, 2020 because there had been no change in our employee population or employee compensation arrangements that we believe would significantly impact this pay ratio disclosure and the median employees are still employed in their same positions.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.

ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Item 2)

We are asking shareholders to cast an advisory vote on the compensation of our named executive officers disclosed in the Executive Compensation section of this Proxy Statement. This non-binding advisory vote, commonly known as a “say-on-pay” vote, is required not less than once every 3 years, pursuant to Section 14A of the Securities Exchange Act. REX has determined to obtain this non-binding advisory vote on a yearly basis.

Our executive compensation program is designed to motivate and retain our key employees and to reward both annual and long-term corporate performance. We believe our executive compensation program appropriately aligns named executive officers’ incentives with the interests of shareholders. Accordingly, we are asking you to vote on the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

While this vote is not binding on the Company or the Board of Directors, we value the opinion of shareholders and will consider the outcome of the vote when making future executive compensation decisions.

The affirmative vote of a majority of the shares present in person (i.e. those shareholders which are logged in to the Annual Meeting website) or by proxy is required for approval of this proposal. Abstentions will have the effect of a vote against the proposal. Broker non-votes will not be counted.

The Board of Directors recommends a vote FOR approval of the compensation of our named executive officers.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth, as of April 27, 2022 (the record date for the Annual Meeting), certain information with respect to the beneficial ownership of REX Common Stock by each director and nominee for director, each named executive officer, all directors and executive officers as a group and those persons or groups known by us to own more than 5% of our Common Stock.

For purposes of this table, a person is considered to “beneficially own” any shares if the person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has (or has the right to acquire within 60 days after April 27, 2022) sole or shared power: (i) to vote or to direct the voting of the shares or (ii) to dispose or to direct the disposition of the shares. Unless otherwise indicated, voting power and investment power are exercised solely by the named person or shared with members of his household.

Name and Address		Common Stock Beneficially Owned
		Number							Percent (1)
Stuart A. Rose(2)					543,519							9.2	%
7720 Paragon Road, Dayton, OH 45459
Zafar A. Rizvi(3)					61,854							*
7720 Paragon Road, Dayton, OH 45459
Douglas L. Bruggeman(4)					18,346							*
7720 Paragon Road, Dayton, OH 45459
Edward M. Kress(5)					34,108							*
One South Main Street, Suite 1300, Dayton, OH 45402
David S. Harris(6)					4,201							*
24 Avon Road, Bronxville, NY 10708
Charles A. Elcan(7)					17,060							*
3100 West End Avenue, Suite 500, Nashville, TN 37203
Mervyn L. Alphonso(8)					800							*
3830 Kennent Square, Suwanee, GA 30024
Lee I. Fisher(9)					2,100							*
26900 George Zeiger Dr., Apt. 424, Beachwood, OH 44122
Anne C. MacMillan(10)					688							*
2 River Falls Court, Potomac, MD 20854
All Directors and Executive Officers as a Group(11) (9 persons)					682,676							11.5	%
BlackRock, Inc.(12)					891,252							15.0	%
55 East 52nd Street, New York, NY 10055
T. Rowe Price Associates, Inc.(13)					571,472							9.6	%
100 E. Pratt Street, Baltimore, MD 21202
Dimensional Fund Advisors LP(14)					476,866							8.0	%
Building One, 6300 Bee Cave Road, Austin, TX 78746
The Vanguard Group(15)					396,293							6.7	%
100 Vanguard Boulevard, Malvern, PA 19355

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Name and Address		Common Stock Beneficially Owned
		Number							Percent (1)
Renaissance Technologies LLC(16)					361,805							6.1	%
800 Third Avenue, New York, NY 10022
T. Rowe Price Small-Cap Value Fund, Inc.(17)					350,363							5.9	%
100 E. Pratt Street, Baltimore, MD 21202

 

	*		One percent or less
	(1)		Percentages are calculated on the basis of the 5,920,351 shares outstanding on April 27, 2022 plus the number of shares of restricted stock awarded to the person or group that will vest within 60 days after April 27, 2022.
	(2)		Includes 443,854 shares held by the Stuart Rose Family Foundation, an Ohio nonprofit corporation of which Mr. Rose is the sole member, chief executive officer and one of two members of the board of trustees, the other being an immediate family member, and 1,261 shares of restricted stock.
	(3)		Includes 1,721 shares of restricted stock.
	(4)		Includes 861 shares of restricted stock.
	(5)		Includes 327 shares of restricted stock.
	(6)		Includes 655 shares of restricted stock.
	(7)		Includes 327 shares of restricted stock.
	(8)		Includes 327 shares of restricted stock.
	(9)		Includes 327 shares of restricted stock.
	(10)		Includes 327 shares of restricted stock.
	(11)		Includes 6,133 shares of restricted stock.
	(12)		Based on Amendment No. 6 to Schedule 13G filing dated January 27, 2022. BlackRock, Inc., as parent holding company of BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management Canada Limited, Blackrock (Luxembourg) S.A., Blackrock Investment Management (UK) Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors (beneficially owns 5% or greater of the outstanding shares of class reported), BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, N.A.,and Blackrock Investment Management, LLC, has sole power to vote 891,252 shares and sole power to dispose of 891,252 shares.
	(13)		Based on Amendment No. 3 to Schedule 13G filing dated February 14, 2022, T. Rowe Price Associates, a registered investment advisor, has the sole power to vote 211,012 shares and sole power to dispose of 571,472 shares.
	(14)		Based on Amendment No. 21 to Schedule 13G filing dated February 14, 2022. Dimensional Fund Advisors LP, a registered investment adviser, furnishes investment advice to four registered investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts. In its or its subsidiaries’ role as investment adviser, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries may possess voting and/or investment power over the shares owned by these funds, trusts and accounts. Dimensional Fund Advisors LP or its subsidiaries has sole power to vote 467,832 shares and sole power to dispose of 476,866 shares. Dimensional Fund Advisors LP disclaims beneficial ownership of all such shares.
	(15)		Based on Amendment No. 4 to Schedule 13G filing dated February 9, 2022, The Vanguard Group, a registered investment advisor, has the shared power to vote 3,962 shares, sole power to dispose of 388,216 shares and shared power to dispose of 8,077 shares.
	(16)		Based on Amendment No. 6 to Schedule 13G filing dated February 11, 2022. Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, on behalf of certain funds and accounts managed by Renaissance Technologies LLC, have sole power to vote 351,505 shares and the sole power to dispose of 361,805 shares.

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	(17)		Based on Amendment No. 3 to Schedule 13G filing dated February 14, 2022, T. Rowe Price Small-Cap Value Fund, Inc., a registered investment company, has the sole power to vote 350,363 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file reports of ownership and changes of ownership of REX Common Stock with the Securities and Exchange Commission. We believe that during fiscal 2021 all filing requirements applicable to our directors and executive officers were timely met.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 2021, REX paid the law firm of Dinsmore & Shohl LLP, of which Edward M. Kress is a partner, a total of $278,399 for legal services. Mr. Kress is a member of our Board of Directors.

We believe the fees paid to Dinsmore & Shohl LLP for legal services were comparable to terms that we could have obtained from unaffiliated third parties and fair to the Company.

Review and Approval of Transactions with Related Persons

Pursuant to our written policy relating to Transactions with Related Persons, we review all financial transactions, arrangements or relationships between REX and our directors, executive officers, their immediate family members and our significant shareholders to determine the materiality of the related person’s interest, whether it creates a conflict of interest, and whether it is on terms comparable to arm’s length dealings with an unrelated party or otherwise fair to us. We have developed internal controls and processes for identifying related party transactions, including annual director and officer questionnaires. All related party transactions are reviewed by our legal counsel for disclosure in our proxy statement. Related party transactions are reviewed and approved by our CEO, unless our legal counsel determines that the amount involved, persons involved, significance or other aspects of the transaction require review and approval by the disinterested members of our Board of Directors.

Hedging Policies

REX currently has no hedging practices or polices related to directors or employees, including officers, engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of REX’s equity securities granted to employees or directors as compensation or held, directly or indirectly by any employee or director.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP served as REX’s independent registered public accounting firm for the fiscal year ended January 31, 2022, and has served in that capacity since 2002. It is anticipated that representatives of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate questions from shareholders and to make a statement if they desire to do so.

The Board of Directors annually appoints the independent registered public accounting firm for the Company after receiving the recommendations of the Audit Committee, typically following the Annual Meeting. No recommendation of the Audit Committee has been made concerning the appointment of the independent registered public accounting firm for the fiscal year ending January 31, 2023.

Audit and Non-Audit Fees

The following table sets forth the aggregate fees billed REX for the fiscal years ended January 31, 2022 and 2021 by Deloitte & Touche LLP:

		Fiscal 2021							Fiscal 2020
Audit Fees(1)			$		475,000					$		461,893
Audit-Related Fees(2)					—							—
Tax Fees(3)			$		140,426					$		132,970
All Other Fees(4)			$		2,037					$		2,037
Total			$		617,463					$		596,900

 

	(1)		Audit Fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in our quarterly reports and services that are normally provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements. This category included fees related to the audit of our internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act.
	(2)		Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
	(3)		Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.
	(4)		All Other Fees consist of fees paid for a web based accounting research tool.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. The Audit Committee will generally pre-approve a list of specific services and categories of services, including audit, audit-related, tax and other services, for the upcoming or current fiscal year, subject to a specified dollar limit. Any material service not included in the approved list of services, and all services in excess of the pre-approved dollar limit, must be separately pre-approved by the Audit Committee. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee all services performed and fees charged to date by the firm pursuant to the pre-approval policy. None of the fees billed by our independent registered public accounting firm for Audit-Related, Tax and Other Services described above were approved by the Audit Committee after the services were rendered pursuant to the de minimus exception under SEC rules.

Audit Committee Report

The Audit Committee assists Board oversight of the integrity of the financial statements of the Company. The Audit Committee is comprised of nonemployee directors who meet the independence and financial experience requirements of applicable NYSE listing standards and SEC rules. The Audit Committee operates under a written charter.

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Management has the primary responsibility for the financial statements and the reporting process, including the Company’s systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.

The Committee reviewed with the Company’s independent registered public accounting firm, Deloitte & Touche LLP, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee under Statement on Auditing Standards No. 1301, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from management and the Company, including the matters in the independent registered public accounting firm’s written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence.

The Committee also discussed with the Company’s independent registered public accounting firm the overall scope and plans for their respective audits. The Committee meets periodically with the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Based on the review and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
     
DAVID S. HARRIS, Chairman
MERVYN L. ALPHONSO
CHARLES A. E LCAN
LEE I. FISHER
ANNE C. MACMILLAN

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OTHER BUSINESS

Solicitation of Proxies

The Company will bear the entire expense of this proxy solicitation. Arrangements will be made with brokers and other custodians, nominees and fiduciaries to send proxy solicitation materials to their principals and the Company will, upon request, reimburse them for their reasonable expenses in so doing. Officers and other regular employees of the Company may solicit proxies by mail, in person or by telephone.

Other Matters

The Board of Directors does not know of any matters to be presented at the Annual Meeting other than those mentioned above. If other matters should properly come before the Annual Meeting or any adjournments thereof, the proxy holders will vote the proxies thereon in their discretion.

Shareholder Proposals

Proposals by shareholders intended to be presented at REX’s 2023 Annual Meeting of Shareholders must, in accordance with applicable regulations of the Securities and Exchange Commission, be received by the Secretary of the Company at 7720 Paragon Road, Dayton, Ohio 45459 on or before January 6, 2023 in order to be considered for inclusion in our proxy materials for that meeting. Shareholder proposals intended to be submitted at the 2023 Annual Meeting outside the processes of Rule 14a-8 will be considered untimely under Rule 14a-4(c)(1) if not received by us at our corporate offices on or before March 22, 2023. If we do not receive timely notice of such proposal, the proxy holders will vote on the proposal, if presented at the meeting, in their discretion.

Shareholder recommendations for director candidates must be received by the Nominating/Corporate Governance Committee at our corporate offices on or before January 6, 2023 to be considered for nomination in connection with the 2023 Annual Meeting. Names submitted after this deadline will not be considered.

		By Order of the Board of Directors EDWARD M. KRESS Secretary

May 6, 2022
Dayton, Ohio

22

 

 

ANNUAL MEETING OF SHAREHOLDERS OF

 

REX AMERICAN RESOURCES CORPORATION

 

June 16, 2022

 

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

 

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.rexamerican.com

 

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

 

â  Please detach along perforated line and mail in the envelope provided.  â

 

00003333333330000000  1

061622

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE AND “FOR” ITEM 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
This proxy is solicited on behalf of the Board of Directors and will be voted as directed herein. If no direction is given, this proxy will be voted in accordance with the Board of Directors’ recommendations.		1.	ELECTION OF DIRECTORS
		INSTRUCTION: Please mark your vote for each nominee separately
						FOR	AGAINST	ABSTAIN
			Stuart A. Rose			o	o	o
			Zafar A. Rizvi			o	o	o
			Edward M. Kress			o	o	o
			David S. Harris			o	o	o
			Charles A. Elcan			o	o	o
			Mervyn L. Alphonso			o	o	o
			Lee I. Fisher			o	o	o
			Anne C. MacMillan			o	o	o
		2.	ADVISORY VOTE to approve executive compensation.			o	o	o
		3.	IN THEIR DISCRETION the proxies are authorized to vote upon such other business as may properly come before the Meeting.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.	o

 

Signature of Shareholder

Date:

Signature of Shareholder

Date:

 

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

 

0

 

PROXY

 

REX AMERICAN RESOURCES CORPORATION

 

Proxy for Annual Meeting of Shareholders
June 16, 2022

 

The undersigned hereby appoints Stuart A. Rose and Zafar Rizvi and each of them proxies for the undersigned, with full power of substitution, to vote all the shares of Common Stock of REX AMERICAN RESOURCES CORPORATION, a Delaware corporation (the “Company”), which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on Thursday, June 16, 2022, at 2:00 p.m. and any adjournments thereof.

 

(Continued, and to be signed, on the other side)

 

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