Oil-Dri Corp of America
For the period ended Dec 9, 2025. Filed Oct 28, 2025.
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Dec 9, 2025 · Filed Oct 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant x | Filed by a Party other than the Registrant o |
|---|---|
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under § 240.14a-12 |
Oil-Dri Corporation of America
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
October 28, 2025
Dear Stockholder:
The Board of Directors and all of us on the management team of Oil-Dri Corporation of America cordially invite you to attend the 2025 Annual Meeting of Stockholders, which will be held virtually on Tuesday, December 9, 2025, at 9:30 a.m., Central Time (the “2025 Annual Meeting”). You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/ODC2025. You will not be able to attend the 2025 Annual Meeting in person.
The matters expected to be acted on at the 2025 Annual Meeting are described in the attached accompanying Proxy Statement. We are recommending a slate of nine directors to be elected to our Board of Directors. Their biographies and qualifications appear in the Proxy Statement. In addition, we ask that you ratify the appointment of Grant Thornton LLP as our independent auditor for the fiscal year ending July 31, 2026.
We encourage you to read our Annual Report on Form 10-K for the fiscal year ending July 31, 2025 that is available at www.proxyvote.com. It includes information on our operations, markets, products, services, and known risk factors, as well as our audited consolidated financial statements.
We are holding the 2025 Annual Meeting virtually because we believe the virtual format will enable stockholders to attend and participate fully and equally, improve meeting efficiency and our ability to effectively communicate and engage with our stockholders and provide for cost savings to us and our stockholders.
Immediately following adjournment of the 2025 Annual Meeting, we will review with attendees the results of the past year and look at some of the potential opportunities that lie ahead.
We look forward to your participation in the 2025 Annual Meeting. Whether you plan to attend the 2025 Annual Meeting or not, you can be sure your shares are represented at the 2025 Annual Meeting by voting over the Internet or by telephone, as instructed in the Notice of Internet Availability of Proxy Materials or proxy card. If you received a Notice of Internet Availability of Proxy Materials in the mail, you may also request a paper copy of the proxy materials and proxy card to submit your vote by mail if you prefer.
Sincerely,
DANIEL S. JAFFEE
Chairman of the Board of Directors and President and Chief Executive Officer
This Proxy Statement is dated October 28, 2025 and is being made available to stockholders via the Internet on or about October 28, 2025.
Table of Contents
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ii |
|---|---|
| GENERAL INFORMATION | 1 |
| Commonly Asked Questions and Answers | 2 |
| CORPORATE RESPONSIBILITY AND ESG | 9 |
| PROPOSALS | 13 |
| 1. Election of Directors | 13 |
| 2. Ratification of Appointment of Independent Auditor | 18 |
| 3. Other Matters for the Annual Meeting | 19 |
| CORPORATE GOVERNANCE MATTERS | 19 |
| Controlled Company Status | 19 |
| Director Independence | 20 |
| Executive Sessions of Non-Management Directors | 20 |
| Board of Directors Committee Membership and Meetings | 21 |
| Director Nominations | 24 |
| Board Leadership Structure and Role in Risk Oversight | 25 |
| Communication with the Board of Directors | 27 |
| Director Compensation | 27 |
| Director Compensation Table | 28 |
| Corporate Governance Guidelines and Code of Ethics | 29 |
| Certain Relationships and Related Party Transactions | 30 |
| Insider Trading Policy | 31 |
| Report of the Audit Committee of the Board of Directors | 32 |
| EXECUTIVE OFFICERS | 33 |
| EXECUTIVE COMPENSATION | 34 |
| Compensation Committee Discussion and Analysis | 34 |
| Report of the Compensation Committee of the Board of Directors | 45 |
| Summary Compensation Table | 45 |
| All Other Compensation Table | 46 |
| Grants of Plan-Based Awards Table | 47 |
| Outstanding Equity Awards at Fiscal 2025 Year End | 48 |
| Option Exercises and Stock Vested Table | 48 |
| Nonqualified Deferred Compensation for Fiscal 2025 | 49 |
| Benefits upon Termination or Change in Control | 50 |
| Pay Ratio Disclosure | 52 |
| Pay Versus Performance | 53 |
| Compensation Committee Interlocks and Insider Participation | 56 |
| STOCK OWNERSHIP | 58 |
| Principal Stockholders | 58 |
| Security Ownership of Management | 60 |
| Delinquent Section 16(a) Reports | 60 |
| OTHER INFORMATION | 62 |
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