REX AMERICAN RESOURCES Corp
For the period ended May 28, 2026. Filed Apr 15, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2026 · Filed Apr 15, 2026
Contents
Pay Versus Performance Table
| Year · Summary Compensation Table Total for CEO · Compensation Actually Paid to CEO1 · Average Summary Compensation Table Total for Non-CEO NEOs · Average Compensation Actually Paid to Non-CEO NEOs2 · Value of Initial Fixed $100 Investment Based On: · Net Income4 · Company- Selected Measure (Adjusted Net Income)5 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return3 · Peer Group Total Shareholder Return3 | ||||||||
| 2025 | $5,275,200 | $4,984,082 | $2,762,600 | $2,561,560 | $265.05 | $ 48.43 | $82,951,000 | $122,568,916 |
| 2024 | $4,237,352 | $4,043,787 | $2,353,736 | $2,321,302 | $163.55 | $ 36.48 | $58,167,000 | $88,047,834 |
| 2023 | $6,063,247 | $6,980,272 | $2,883,778 | $3,038,370 | $162.27 | $ 76.99 | $60,935,000 | $93,933,283 |
| 2022 | $3,976,333 | $4,550,392 | $1,709,517 | $2,022,908 | $128.30 | $130.43 | $27,697,000 | $41,730,719 |
| 2021 | $2,225,200 | $1,741,294 | $1,524,027 | $1,200,406 | $126.05 | $124.48 | $52,364,000 | $74,510,182 |
1 Compensation actually paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (the “SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT, and (ii) adding the change in fair value of stock awards for the applicable year. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and using the probable achievement level of the performance goals as of the end of the year. The following is a reconciliation of the SCT total and the CAP for the CEO for each of the applicable years. Mr. Rizvi is included as the CEO for each year. Note that the CEO’s 2022 TSR Award was valued for the purpose of the Summary Compensation Table based on the probable outcome of the applicable performance conditions as of the date of grant.
| CEO | ||||
|---|---|---|---|---|
| Year | SCT Total | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Add Change in Fair Value of Stock Awards | CAP |
| 2025 | $5,275,200 | $(1,250,000) | $ 958,882 | $4,984,082 |
| 2024 | $4,237,352 | $( 990,538) | $ 796,973 | $4,043,787 |
| 2023 | $6,063,247 | $(2,617,799) | $3,534,824 | $6,980,272 |
| 2022 | $3,976,333 | $(2,292,721) | $2,866,780 | $4,550,392 |
| 2021 | $2,225,200 | $( 666,667) | $ 182,761 | $1,741,294 |
| CEO: Change in Fair Value of Stock Awards | ||||||
|---|---|---|---|---|---|---|
| Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year | Year-over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change in Fair Value of Stock Awards Included in CAP |
| 2025 | - | $ 905,127 | $ 53,755 | - | - | $ 958,882 |
| 2024 | $ 965,985 | $ (286,720) | $117,708 | - | - | $ 796,973 |
| 2023 | $2,422,681 | $1,092,874 | $ 19,269 | - | - | $3,534,824 |
| 2022 | $2,884,479 | $ (19,154) | $ 1,455 | - | - | $2,866,780 |
| 2021 | $ 43,968 | $ 96,935 | $ 41,858 | - | - | $ 182,761 |
2 CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for each of the applicable years. The non-CEO named executive officers included in the average for each year were Messrs. Bruggeman and Rose.
| Other Named Executive Officers | ||||
|---|---|---|---|---|
| Year | Average SCT Total | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT | Add Average Change in Fair Value of Stock Awards | Average CAP |
| 2025 | $2,762,600 | $ (625,000) | $ 423,960 | $2,561,560 |
| 2024 | $2,353,736 | $ (522,784) | $ 490,350 | $2,321,302 |
| 2023 | $2,883,778 | $(947,992) | $1,102,584 | $3,038,370 |
| 2022 | $1,709,517 | $(703,589) | $1,016,980 | $2,022,908 |
| 2021 | $1,524,027 | $(436,276) | $ 112,655 | $1,200,406 |
| Other Named Executive Officers: Average Change in Fair Value of Stock Awards | ||||||
|---|---|---|---|---|---|---|
| Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year | Year-over-Year Increase or Decrease in Fair Value for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year | Increase or Decrease in Fair Value of Stock Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Adjustments for Stock Awards that Failed to Meet Performance Conditions | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Change in Fair Value of Stock Awards Included in CAP |
| 2025 | - | $369,801 | $54,159 | - | - | $ 423,960 |
| 2024 | $ 509,818 | $(68,211) | $48,743 | - | - | $ 490,350 |
| 2023 | $ 761,266 | $328,859 | $12,459 | - | - | $1,102,584 |
| 2022 | $1,027,894 | $(11,812) | $ 898 | - | - | $1,016,980 |
| 2021 | $ 27,094 | $ 59,403 | $26,158 | - | - | $ 112,655 |
3 The Company’s total shareholder return (“Company TSR”) represents the cumulative investment return of an initial fixed $100 investment in our Common Stock during the period commencing on January 31, 2021 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. The Company TSR reflected in the table above may not be indicative of future performance. Peer group total shareholder return (“Peer Group TSR”) represents the cumulative investment return of an initial fixed $100 investment in a peer group comprised of Alto Ingredients, Inc. and Green Plains, Inc. (with the returns weighted according to respective market capitalization at the beginning of each period for which the return is indicated) during the period commencing on January 31, 2021 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends.
4 Reflects net income, as reported in our Form 10-K for the applicable year.
5 The following is a list of the most important financial performance measures used by the Compensation Committee to link CAP to Company performance for the most recently completed fiscal year.
| ● | Adjusted Net Income |
| ● | Net Income |
| ● | Total Shareholder Return |
Of the goals listed above, we consider Adjusted Net Income to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to Company performance and therefore include it as the Company-Selected Measure in the table above. For the definition of Adjusted Net Income, please see page 10 of this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.