REX AMERICAN RESOURCES CORP (REX)
Sector: Energy
2026 Annual Meeting Analysis
REX AMERICAN RESOURCES CORP · Meeting: May 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine members to the Board of Directors
Long-tenured Executive Chairman with deep company knowledge; REX's 3-year stock return of +192.8% outpaces the compensation peer group median by +172.7 percentage points, far exceeding the 65-point threshold required to trigger a vote against, so no TSR concern applies.
CEO and director since 2015 with extensive operational expertise; REX's exceptional stock performance over both 3 and 5 years versus peers means the TSR trigger does not apply, and no other disqualifying flags are present.
Secretary and director since 1985 with long-standing legal expertise serving as the company's counsel; REX's outstanding stock performance means the TSR trigger does not apply, and no independence or attendance issues arise that would change this vote.
Independent Lead Director since 2015 with extensive corporate finance and public company board experience; attended 100% of meetings, and REX's strong outperformance versus peers means no TSR concern applies.
Independent director since 2003 with entrepreneurial and real estate experience; attended 100% of meetings and REX's stock performance far exceeds the threshold required to trigger a vote against under any benchmark.
Independent director since 2007 with banking and CFO experience, designated an audit committee financial expert; attended 100% of meetings and REX's peer-relative TSR is strongly positive, well above any trigger threshold.
Independent director since 2011 (with prior service) bringing legal, policy, and government affairs expertise; attended 100% of meetings and REX's outstanding 3-year TSR of +192.8% versus the peer median of +20.1% means no TSR concern applies.
Independent director since 2019 with deep agricultural policy expertise relevant to REX's ethanol business; attended 100% of meetings and REX's stock performance significantly exceeds any TSR underperformance trigger.
Director since February 2023 with legislative and agricultural policy experience; attended more than 83% of meetings (above the 75% threshold), and while she is classified as non-independent due to the Mercury Public Affairs consulting relationship and correctly removed from audit and governance committees, she does not sit on any committee where independence is required, so no vote-against trigger applies.
All nine directors receive a FOR vote. REX's 3-year stock return of +192.8% outperforms the compensation peer group median by +172.7 percentage points, far exceeding the 65-point threshold for a strong-positive-TSR company, so the TSR trigger does not fire for any director. No overboarding, attendance failure below 75%, or disqualifying independence conflicts on audit or compensation committees were identified. Cheryl Bustos's non-independent status is appropriately reflected in her committee assignments. The board skills matrix is disclosed, and audit committee financial expertise is confirmed for Harris and Alphonso.
Say on Pay
✓ FORCEO
Zafar A. Rizvi
Total Comp
$5,275,200
Prior Support
N/A
CEO Zafar Rizvi received total compensation of $5,275,200 in fiscal 2025, consisting of a $275,000 base salary, $1,250,000 in stock awards (the restricted stock portion of the annual incentive), and $3,750,000 in cash incentive — meaning roughly 95% of his total pay was variable and tied to the company's Adjusted Net Income formula, well above the 50-60% variable pay threshold required by policy. The annual incentive formula is clearly defined (4.5% of Adjusted Net Income, capped at $5 million), tied directly to after-tax profitability, and paid at the cap only because company performance warranted it — REX's stock returned +192.8% over three years, dramatically outperforming peers, confirming that above-benchmark incentive pay was earned. The company has a meaningful clawback policy in place, and prior-year shareholder advisory vote support was described as approving, with no indication of a failed vote requiring a negative response.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$365,500
Non-Audit Fees
$103,000
Non-audit fees (audit-related fees of $20,000 plus tax fees of $83,000 totaling $103,000) represent approximately 28% of audit fees of $365,500, well below the 50% threshold that would raise independence concerns. RSM's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire under policy. RSM is a large national firm appropriate for a $1.4 billion market cap company, and no material financial restatements were identified.
Overall Assessment
REX American Resources Corp's 2026 annual meeting presents a clean ballot: all nine directors receive FOR votes driven by the company's exceptional 3-year stock return of +192.8%, which outperforms the peer group median by over 172 percentage points and clears any TSR trigger by a wide margin. The Say on Pay vote is also FOR, as the CEO's pay is overwhelmingly performance-based and tied to a clear profitability formula that tracked strong company results, while the auditor ratification passes cleanly with non-audit fees at only 28% of audit fees.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing