DEF 14A of Neogen Corp, Sep 13, 2024

DEF 14A of Neogen Corp

Filed Sep 13, 2024 · FY20240000950170-24-106219

Open on EDGAR

  1. Business Experience of Nominees and Directors

    Business Experience of Nominees and Directors The following is a brief summary of the business experience for at least the past five years of each of the nominees and for the other current members of the Board. Nominees for the Board of Directors:

  2. Business Experience of Nominees and Directors

    | James C. Borel | | | | | Director Since 2016 | Age 68 | | Committee Memberships: • Audit • Governance Skills & Experience that Bring Value to Our Board • Food and Agriculture Industries • Executive Leadership • Governance • Sustainability • International • Finance | Biographical Information James C. “Jim” Borel retired in 2016 from DuPont, where he was the Executive Vice President. There, he was responsible for the company’s agriculture and food ingredients businesses, as well as the corporate functions of sustainability and government affairs. Mr. Borel is a member of the boards of directors of Eat Just, Inc. and Advanced BioNutrition, as well as the Iowa State University Foundation and Alpha Gamma Rho. He is also a National Association of Corporate Directors Board Leadership Fellow. His more than 40 years of knowledge in the food and agricultural industries, coupled with his extensive | |

  3. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 6 |

  4. Business Experience of Nominees and Directors

    | international experience, bring significant value to the Board. |

  5. Business Experience of Nominees and Directors

    | Jeffrey D. Capello | | | | | Director Since 2022 | Age 59 | | Committee Memberships: • Compensation • Audit Skills & Experience that Bring Value to Our Board • Financial Expertise • Executive Leadership • Mergers and Acquisitions Biographical Information Jeffrey D. Capello is a senior finance executive with over 30 years of experience helping companies create significant value for their shareholders. Currently, Mr. Capello is a Managing Partner at Monomoy Advisors, a financial advisory firm that provides counsel to senior leadership on shareholder value-creation strategies. | Mr. Capello also served as the Chief Financial Officer for a number of publicly held and private equity-backed companies, including PerkinElmer, Boston Scientific, Ortho Clinical Diagnostic, Beacon Health Options, and Biogen. Mr. Capello serves on the board of directors and is the Audit Committee Chair at Agios Pharmaceuticals and has served on the board of directors for several early-stage, publicly held biotechnology companies as Audit Committee Chair, including Sirtris, OvaScience, and Flex Pharma. Mr. Capello was selected by 3M to be appointed to the Board in connection with and pursuant to the terms of the Company's acquisition of the food service division (FSD) of 3M in September 2022. His business and financial experience provides significant value to the Board. | |

  6. Business Experience of Nominees and Directors

    | Ronald D. Green, Ph.D. | | | | | Director Since 2014 | Age 63 | | Committee Memberships: • Governance • Science, Technology and Innovation Skills & Experience that Bring Value to Our Board • Genomics and Technology Industries • Research and Development • Executive Leadership Biographical Information Ronald D. Green, Ph.D., is Chancellor Emeritus of the University of Nebraska-Lincoln (UNL), the state’s flagship land-grant university, and brings over 40 years of research and development, education, and innovation leadership experience in the agricultural and food sciences to the board. His transformational leadership experience in managing the $1.3B annual budget and 6,500-employee team, coupled with his diverse, proven, and sustained executive leadership across government and private industry, brings strategic and unique insight to Neogen. | Prior to being named chancellor, Dr. Green was the Harlan Vice Chancellor of the Institute of Agriculture and Natural Resources, jointly serving as the Vice President for Agriculture and Natural Resources of the University of Nebraska system. Before his return to UNL, Dr. Green served as the Senior Global Director of Technical Services at Pfizer Animal Health’s animal genomics business and was on the faculties at Texas Tech University and Colorado University. He was the national program leader for animal production research for USDA’s Agricultural Research Service and executive secretary of the White House’s interagency working group on animal genomics within the National Science and Technology Council. Dr. Green is a fellow and past president of the American Society of Animal Science and the National Block and Bridle Club, and he has served in a number of leadership positions for the U.S. Beef Improvement Federation, National Cattlemen’s Beef Association, National Pork Board, Federated Animal Science Societies, and the National Research Council. Dr. Green was also named an ASAS fellow in 2014. | |

  7. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 7 |

  8. Business Experience of Nominees and Directors

    | Widely published as an internationally leading authority in the field of animal genetics and genomics, Dr. Green has been recognized by major global scientific and industry societies with their highest honors for his research, education, and commercialization accomplishments. His experience in genomics and animal production research brings great value and insight to the Board. |

  9. Business Experience of Nominees and Directors

    Each nominee has consented to be listed in this proxy statement and agreed to serve as a director if elected by the shareholders. If any nominee becomes unable or unwilling to serve between the date of this proxy statement and the Annual Meeting, which we do not anticipate, then the Board may designate a new nominee. In that case, the persons named as proxies in the attached proxy card will vote shares for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve). Alternatively, the Board may reduce the size of the Board.

  10. Business Experience of Nominees and Directors

    | The Board of Directors recommends a vote “FOR” the above nominees. |

  11. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 8 |

  12. Business Experience of Nominees and Directors

    Other current members of the Board:

  13. Business Experience of Nominees and Directors

    | John E. Adent | | | | | Director Since 2018 | Age 56 | | Skills & Experience that Bring Value to Our Board • Food and Animal Industries • Executive Leadership • International • Finance • Mergers and Acquisitions Biographical Information John E. Adent joined the Company as Chief Executive Officer (CEO) in July 2017 and was named President on September 22, 2017. Mr. Adent has extensive experience in international food and animal safety, previously serving as President and Chief Executive Officer of Animal Health International, Inc., formerly known as Lextron, Inc. | Mr. Adent began his career at Ralston Purina Company, developing animal feed manufacturing and sales operations in China and the Philippines. He also served Ralston Purina’s European division in Spain and Hungary when Ralston Purina spun off that business into an independent public company named Agribrands, Inc. As the only member of the Company’s management to serve on the Board, Mr. Adent contributes a deep and valuable understanding of Neogen’s vision and day-to-day operations. This contribution is further fortified by Mr. Adent’s 20 years of experience as Chief Executive Officer, growing companies and developing teams on five continents and in over 40 countries. This experience enables Mr. Adent to provide strategic leadership skills, financial acumen, and expertise that are invaluable to the Board. | |

  14. Business Experience of Nominees and Directors

    | Dr. William T. Boehm | | | | | Director Since 2011 | Age 77 |

  15. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 9 |

  16. Business Experience of Nominees and Directors

    | Committee Memberships: • Compensation • Audit Skills & Experience that Bring Value to Our Board • Food and Agriculture Industries • Logistics, Global Sourcing, Operations, and Food Manufacturing • Executive Leadership • Regulatory • Finance Biographical Information William T. Boehm, Ph.D., is a retired Senior Vice President and Officer of The Kroger Co., one of the world’s largest retailers, with annual sales exceeding $150B. Boehm’s 27-year tenure with Kroger included senior executive positions in Financial Planning, Procurement, Logistics, and Food Manufacturing. While President of Kroger’s Food Manufacturing Division, he oversaw the company’s food safety and technology function. Dr. Boehm also played key roles in the planning and implementation of several significant mergers and acquisitions while with Kroger. | Prior to his time at Kroger, he served as an Assistant Professor of Agricultural Economics at Virginia Tech and led the Food Economics Research function at USDA. He was also the Senior Staff Economist for Food and Farm Policy at the President’s Council of Economic Advisers during two U.S. president administrations (Carter and Reagan). Since retiring in 2008, Dr. Boehm has served as a consultant to firms and organizations in the food industry. He currently serves on the boards of Oh Snap! Pickling, where he chairs the Audit Committee, as well as the Educational Foundation of Alpha Gamma Rho. He has served on the boards of GLK Foods, Greatwide Logistics, and Curious Plot. His not-for-profit involvement has included board memberships at Farm Foundation, American Farmland Trust, and University of Wisconsin – River Falls Foundation. Dr. Boehm has published a number of professional papers, and he co-authored a widely adopted agricultural and food policy textbook. He remains active in professional associations and academia. Dr. Boehm’s expertise in the food and agriculture fields coupled with his financial acumen make him an invaluable member of the Board. |

  17. Business Experience of Nominees and Directors

    | James P. Tobin | | | | | Director Since 2016 | Age 68 |

  18. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 10 |

  19. Business Experience of Nominees and Directors

    | Committee Memberships: • Audit • Governance Skills & Experience that Bring Value to Our Board • Food and Agriculture Industries • Research and Development • Executive Leadership • Business Development Biographical Information During his 31-year career at Monsanto Co., James P. Tobin led the development of new business approaches that drove the launch of innovative biotech traits delivered through seed. Mr. Tobin spearheaded licensing these traits to seed companies, as well as acquiring and integrating several industry-leading companies into Monsanto. Prior to his retirement in 2014, he served as Vice President of Industry Affairs, leading Monsanto’s Grower Advisory Council. This council brought together the CEOs and elected farmer leaders from 10 U.S. grower organizations in order to garner valuable feedback for the company. | His leadership experience includes serving as Chair of the American Seed Trade Association and serving on the board of the U.S. Grains Council, working to expand U.S. farm exports. Mr. Tobin has supported youth development in agriculture, serving on the Missouri and National 4-H Foundations, and he chaired the FarmHouse Foundation. Currently, he is a member of the Farm Foundation Roundtable, serves as a Governor of the Iowa State University Foundation, and is a managing director for the Yield Lab II, a startup incubator focused on agricultural innovation. Mr. Tobin brings prior public board experience, extensive knowledge of the agricultural industry, and insight into the challenges and opportunities that come with introducing new technologies that are invaluable to the Board. |

  20. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 11 |

  21. Business Experience of Nominees and Directors

    | Aashima Gupta | | | | | Director Since 2022 | Age 53 | | Committee Memberships: • Governance • Science, Technology and Innovation Skills & Experience that Bring Value to Our Board • Digital, Healthcare, and AI Industries • Innovation and Emerging Technology • International • Executive Leadership Biographical Information Aashima Gupta has over 25 years of experience in driving business growth, differentiation, and improvement through technology transformation. Currently, Ms. Gupta serves as Global Director for the healthcare vertical at Google Cloud, where she leads the GenAI strategy across Providers and Payers, navigating the dynamic intersection of industry needs and new technologies. | Prior to joining Google, Ms. Gupta worked in technology development across a number of organizations, including NIIT, Fidelity Investments, J.P. Morgan Chase, Apigee, and Kaiser Permanente. Ms. Gupta brings expertise in executive management, technology and business strategy development, international expansion, data, analytics, cloud, and AI. Her experience spans relevant market segments, technologies, geographies, and business functions. In addition to her strong technical and leadership skills, she holds two patents in computer applications. Ms. Gupta also serves on the board of directors for Molnlycke, GRAIL, and HIMSS NA, and she has been recognized as one of the "Most Influential Women in Healthcare IT" by HIMSS. Ms. Gupta was selected by 3M to be appointed to the Board in connection with and pursuant to the terms of the Company's acquisition of the food service division (FSD) of 3M in September 2022. Her years of board and advisory roles in the healthcare industry further contribute to her valuable board-level experience. | |

  22. Business Experience of Nominees and Directors

    | Raphael A. Rodriguez | | | | | Director Since 2020 | Age 56 | | Committee Memberships: • Compensation • Science, Technology and Innovation Skills & Experience that Bring Value to Our Board • Digital and AI Industries • Innovation and Emerging Technology • Startups • Research and Development • Executive Leadership Biographical Information Raphael A. “Ralph” Rodriguez has over 25 years of experience in both early-stage, venture-backed companies and large, publicly held companies. He currently serves as President, Chief Product Officer, and a member of the board of directors of Daon, Inc., an international biometric and identity assurance software company. | Mr. Rodriguez worked with Summit’s technology team to identify new investment opportunities within growth-stage technology. His extensive background includes leadership roles in the technology, identity verification, and biometrics fields, with significant contributions to applied identity intelligence at Facebook, as well as founding multiple successful technology companies. Prior to his role at Summit, Mr. Rodriguez was a research scientist at Facebook, where he led Applied Identity and Intelligence. In 2015, he co-founded and served as CTO of Confirm.io, an ID authentication company that Facebook acquired in March 2018. Prior to Confirm.io, Mr. Rodriguez was an executive with a number of notable technology companies and the founder of several other technology companies. As the longest-serving Fellow at the Massachusetts Institute of Technology, Mr. Rodriguez pioneered research in AI, biometrics, cloud, mobile, neural science, and security technologies. His co-authorship of SANS Institute publications on Windows NT Security | |

  23. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 12 |

  24. Business Experience of Nominees and Directors

    | Prior to this role, he was Executive-in-Residence for three years at Summit Partners, a global private equity firm. | and Computer Incident Handling further showcases his expertise. Mr. Rodriguez holds 20 U.S. patents and 17 U.S. and international patent applications, underscoring his innovative contributions to the technology industry. Additionally, his service on the board of Strategic Cyber Ventures, combined with his military experience as a U.S. Army veteran of the Persian Gulf War and recognition as Soldier of the Year, contribute to his strategic leadership skills and discipline, making him an invaluable asset to the Board. |

  25. Business Experience of Nominees and Directors

    | Dr. Catherine E. Woteki | | | | | Director Since 2020 | Age 76 | | Committee Memberships: • Compensation • Science, Technology and Innovation Skills & Experience that Bring Value to Our Board • Food and Agriculture Industries • Regulatory • Research and Development Biographical Information Catherine E. Woteki, Ph.D., brings extensive experience in leading change in government, business, and academia and a deep understanding of U.S. and international food and agricultural regulatory policies and processes. She currently serves as an advisor to President Biden as a member of the President’s Council of Advisors on Science and Technology and holds appointments as a professor in the Department of Food Science and Human Nutrition at Iowa State University. She is also a distinguished visiting institute professor at the University of Virginia’s Biocomplexity Institute. | Dr. Woteki served as Chief Scientist and Under Secretary for USDA’s Research, Education, and Economics (REE) mission area for six years. Prior to joining USDA, she served as Global Director of Scientific and Regulatory Affairs for Mars, Inc., where she managed the company’s regulatory policy on matters of health, nutrition, and food safety, and as the Dean of Agriculture and head of the Agricultural Experiment Station at Iowa State University. She also served as the first Under Secretary for Food Safety at the USDA, where she oversaw the safety of meat, poultry, and egg products. Dr. Woteki brings valuable board-level scientific and industry experience from years serving on scientific advisory boards for food companies, the National Academies of Science, Engineering and Medicine, and various U.N. organizations, and she is a National Association of Corporate Directors certified director. | |

  26. Business Experience of Nominees and Directors

    | Neogen Corporation | 2024 Proxy Statement | 13 |

  27. Named Executive Officers

    Named Executive Officers Named executive officers (“NEOs”) for SEC reporting purposes are:

  28. Named Executive Officers

    | Name | Title | | John E. Adent | President & Chief Executive Officer | | Douglas E. Jones | Chief Operating Officer | | David H. Naemura | Chief Financial Officer | | Amy M. Rocklin | Chief Legal & Compliance Officer |

  29. Named Executive Officers

    Brief biographies of the NEOs, with the exception of Mr. Adent, follow. Mr. Adent’s biography is included in “Proposal 1-Election of Directors.” Douglas E. Jones, age 54, joined Neogen as Chief Commercial Officer on August 17, 2020, and was named Chief Operating Officer in 2022. Prior to joining Neogen, Mr. Jones served as the President of the Companion Animal Division at Patterson Companies from 2016 to August 2020. Prior to joining Patterson, Mr. Jones served as the Head of Business Operations for the North American Merial Animal Health Division of Sanofi. Mr. Jones began his career as a management consultant with the North Highland Company and PriceWaterhouseCoopers, focusing on commercial transformation and strategy projects in the pharmaceutical, healthcare distribution and high-tech industries. David H. Naemura, age 55, joined Neogen in November 2022 as Chief Financial Officer. Previously, Mr. Naemura served as the Senior Vice President and Chief Financial Officer of Vontier Corporation from February 2020 until November 2022. Mr. Naemura served as Chief Financial Officer of Gates Industrial Corporation from March 2015 to January 2020. Prior to his time at Gates Industrial Corporation, Mr. Naemura served as Vice President of Finance and Group Chief Financial Officer at Danaher Corporation from April 2012 to March 2015, and previously served as Danaher Corporation’s Test & Measurement Communications Platform Chief Financial Officer from January 2009 to April 2012. Prior to 2009, Mr. Naemura was employed by Tektronix Corporation from August 2000 to January 2009, including during its acquisition by Danaher Corporation in 2007. Amy M. Rocklin, Ph.D., age 52, joined Neogen in March 2021 as Vice President, General Counsel & Corporate Secretary. In 2022, Dr. Rocklin was named Chief Legal & Compliance Officer. In this role, she advises the CEO, Board, and senior leadership on all legal and compliance issues. Dr. Rocklin also leads the legal, compliance, regulatory, quality, validations, government and scientific affairs, and ESG functions. Dr. Rocklin also serves as the Corporate Secretary. Prior to joining Neogen, Dr. Rocklin was Division Vice President, Corporate Law at Corning Incorporated. In her nearly ten years at Corning, she held multiple leadership positions within Corning’s Law Department, including Director of Law, M&A and Emerging Innovations. Before Corning, Dr. Rocklin held leadership positions at Smiths Group plc and was in private practice at the law firm of Foley & Lardner LLP.

  30. Compensation Objectives

    | What We Do | What We Don't Do | | • Executive Compensation Philosophy that promotes alignment with shareholder interests • Performance Measures Aligned With Business Objectives • Pay for Performance • Maintain Share Ownership Requirements • Maintain a Recoupment Policy • Maintain Market Competitive Vesting Schedules for Equity Awards • Require Minimum Vesting Schedules under our Equity Plan • Engage an Independent Compensation Consultant | • No Excise Tax Gross-Ups • No “Single-Trigger” Change-of-Control Severance Benefits or Change-of-Control Equity Vesting • No Hedging Transactions by Executive Officers • No Evergreen Provisions in Stock Incentive Plan • No Repricing of Stock Options • No Share Recycling under Stock Incentive Plan • No Defined Benefit Plans for Executive Officers • No Perquisites |

  31. Compensation Elements

    Compensation Elements The primary compensation elements provided to NEOs are: • Base salary that recognizes day-to-day role and responsibilities; • Annual bonus opportunity based on achievement of Company financial metrics and individual objectives that rewards overall Company performance, as measured by key financial metrics, as well as allowing for recognition of exceptional personal performance; and • Equity-based, long-term incentive compensation, in the form of stock options and restricted stock units, that enables retention of our executives and align executive interests with those of our shareholders. Other compensation elements include health and welfare benefits plans, such as medical, life insurance and disability coverage, where NEOs receive similar benefits to those provided to all other eligible U.S.-based employees. The Compensation Committee is provided materials by management regarding the various compensation elements of each NEO’s compensation package and provides oversight of each compensation element in the context of each NEO’s total compensation package, taking into consideration the relative market and individual performance. Each of the compensation elements and its purpose is further described below.

  32. Engagement of Executive Compensation Consultant

    Engagement of Executive Compensation Consultant The Company, through the Compensation Committee, engaged Meridian Compensation Partners, LLC ("Meridian") to serve as its executive compensation consultant for fiscal year 2024. While Meridian may make recommendations on the form and amount of compensation, the Compensation Committee makes all decisions regarding the compensation of our CEO, the other NEOs, and senior management. CEO compensation remains subject to the review and approval of the independent directors of the Board. In 2024, Meridian served the Company by providing a variety of services, including: • Reviewing and advising on evolving trends in executive compensation; • Providing the Company and its Compensation Committee with advice, pay-for-performance analytics and benchmarking norms related to the compensation of the CEO and the senior management, including the NEOs; • Reviewing our compensation peer group and recommending changes; and • Reviewing our annual incentive and long-term incentive plan design.

  33. Consideration of Risk

    Consideration of Risk The Company believes the design of the Company’s executive compensation program provides an appropriate balance of incentives for executives and avoids inappropriate risks. The compensation program is balanced with a significant portion being variable, including long-term incentives to incentivized officers to remain with the Company. In an effort to promote a focus on the long-term, these compensation plans have elements that are only realizable upon completion of a three-year service requirement. The Company believes that these plans provide strong incentives to implement strategies that support long-term value creation while avoiding excessive risk-taking in the short term and any level of risk that these plans do encourage, is not reasonable likely to have a material adverse effect on the Company. Performance goals are established to align with the Company’s overall risk framework and reflect a balanced mix of financial measures designed to avoid placing excessive weight on a single measure. Compensation mix also is balanced across cash payments and equity awards.

  34. Competitive Market Data

    Competitive Market Data An important element of our overall compensation philosophy is to deliver a total compensation opportunity that is competitive with the market median with the ability to differentiate based on individual performance, future potential, strategic needs, labor market for talent and other individual and company-specific attributes. Consistent with our strong emphasis on at-risk/variable compensation, we provide the opportunity to earn significantly above target compensation levels based on strong company and individual performance. We place a strong emphasis on long-term incentives in the form of equity compensation aligning leadership with shareholder interests. As part of that philosophy, the Compensation Committee considers the publicly disclosed executive compensation practices of companies in a peer group that was selected as one of several factors in setting compensation. The Compensation Committee also considers competitive data from relevant, published compensation surveys as another source of competitive pay data. The Compensation Committee reviews the Peer Group annually in consultation with its independent compensation consultant to assess if changes should be made to the peer group. The Committee considers factors such as industry, business model, product type, and revenue size of companies for the peer group.

  35. Competitive Market Data

    | Neogen Corporation | 2024 Proxy Statement | 25 |

  36. Competitive Market Data

    The fiscal year 2024 peer group consisted of the following companies:

  37. Competitive Market Data

    | • 10x Genomics, Inc. | • Mettler-Toledo International, Inc. | | • Bio-Rad Laboratories, Inc. | • Natera, Inc. | | • Bruker Corporation | • NeoGenomics, Inc. | | • Charles River Laboratories, Inc. | • QuidelOrtho Corporation | | • Exact Sciences Corporation | • Repligen Corporation | | • Guardant Health, Inc. | • Sotera Health Company | | • IDEXX Laboratories, Inc. | • Waters Corporation |

  38. Competitive Market Data

    | Neogen Corporation | 2024 Proxy Statement | 26 |

  39. Incentive Compensation Plan (ICP)

    Incentive Compensation Plan (ICP) Historically, Neogen has utilized a discretionary annual bonus plan. While that program was performance-based, as part of its efforts to increase transparency, for fiscal year 2024, Neogen transitioned to an Incentive Compensation Plan (ICP) based on predefined metrics and targets. Performance-based annual incentive plan awards paid in fiscal 2025 related to fiscal 2024 performance are as follows:

  40. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The objectives of the long-term incentive portion of the compensation package are to: • Align the personal and financial interests of executives and eligible employees with shareholder interests; • Balance short-term decision-making with a focus on driving shareholder value over the long-term; • Provide a means to attract, reward and retain a highly skilled management team; and • Provide the opportunity to increase ownership interest in the Company, aligning the interests of the executives with those of our shareholders. The primary long-term incentive mechanism at the Company historically has been stock option awards, the ultimate value of which is dependent on increases in the Company’s stock price. Starting in fiscal 2021, the Company also began to award restricted stock units (“RSUs”) as an additional vehicle for long-term incentive compensation for eligible employees. Stock options and RSUs are granted to provide eligible employees with financial interest in the Company’s long-term success, promote retention of employees and enable the Company to compete for the services of new employees in a competitive market. The Company believes that stock options and RSUs are currently the appropriate means to incentivize the achievement of the Company's long-term objectives. The stock option and RSU programs are designed to deliver competitive long-term awards while incurring reasonable levels of expense and shareholder dilution. It is the Company’s view that grants of stock options and RSUs represent appropriate uses of corporate resources and are effective methods for the Company to achieve its long-term compensation element objectives. In general, stock options granted to employees, including executives, are incentive options with a seven-year term and three-year ratable vesting. Certain incentive options are converted to non-qualified options when IRS limitations

  41. Long-Term Incentive Compensation

    | Neogen Corporation | 2024 Proxy Statement | 28 |

  42. Long-Term Incentive Compensation

    for incentive options are exceeded. The non-qualified options retain the same vesting and term provisions as incentive options. In all cases, stock options are granted with a strike price equal to the closing price of the Company’s stock on the date of the grant. The Company does not reprice options and does not “reload”, which means the recipient is only able to exercise the number of shares in the original stock option grant. RSUs granted to employees, including executives, also vest ratably over three years. The number of RSUs to be granted is determined using the closing price of the Company’s stock on the date of the grant. Annual stock option and RSU grants to executives and other eligible employees are approved annually by the Compensation Committee, while Mr. Adent's grants are further approved by the Board of Directors. Management makes recommendations to the Compensation Committee as to the stock option and RSU award eligibility and levels. While no specific or absolute performance measures are applied, numerous factors are considered in determining the option or RSU award to an individual including his or her level of responsibility and position within the Company, demonstrated performance over time, value to the Company’s past and future success, historic grants, retention concerns and, in the aggregate, share availability under the plan, overall Company expense and shareholder dilution from awards. For executive officers, management provides information on grants made in the past three years and the accumulated value of all stock option and RSU awards outstanding to each executive officer. Annual awards of equity were made in October of fiscal year 2024, as well as occasional off-cycle grants to select new hires. For fiscal 2024, NEOs received the annual recurring grant made in October 2023, with the exception of a special retention grant of performance options made to David Naemura in October 2023. These options granted to Mr. Naemura have an aggregate value of $2,200,000 at an exercise price equal to the closing price of the Company’s common stock on the grant date. The options are subject to a “double trigger” of stock performance and time, such that they will be eligible to vest based on a one-time achievement of 20% over the grant date stock price (the “Stock Price Hurdle”) in three approximately equal installments. Because the Stock Price Hurdle has been achieved, each installment of these retention options will vest on the anniversaries of the grant date. The options will be eligible to vest during a seven-year performance period from the grant date. Fiscal 2024 stock option and RSU grants were made under the Neogen Corporation 2023 Omnibus Incentive Plan (the “2023 Plan”), which was approved by our shareholders at the 2023 Annual Meeting of Shareholders. The table below shows the number of stock options granted to each of the NEOs in fiscal 2024.

  43. Long-Term Incentive Compensation

    | Name | Number of Options Granted | Compensation Cost Recognized for Option Grants (1) (2) (3) | | John E. Adent | 698,251 | $4,200,000 | | Douglas E. Jones | 179,550 | 1,080,000 | | David H. Naemura | 559,297 | 3,280,000 | | Amy M. Rocklin | 109,725 | 660,000 |

  44. Long-Term Incentive Compensation

    (1) Represents the aggregate grant date fair value of each stock option granted in fiscal 2024, calculated in accordance with the provisions of the Compensation—Stock Compensation Topic of the FASB Codification. This amount will be recognized over the vesting period of the grants. (2) The stock option Codification Topic 718 values throughout this Proxy Statement have been calculated using the Black-Scholes option pricing model using the assumptions in the table below. (3) Includes the special retention grant of 379,747 options made October 26, 2023.

  45. Long-Term Incentive Compensation

    | Black-Scholes Model Assumptions (1) | 2024 | 2023 | 2022 | 2021 | 2020 | | Risk-free interest rate | 4.7% | 3.3% | 0.4% | 0.2% | 1.9% | | Expected dividend yield | 0% | 0% | 0% | 0% | 0% | | Expected stock price volatility | 37.3% | 34.0% | 32.8% | 31.3% | 29.4% | | Expected option life | 4.5 years | 4.5 years | 3.12 years | 3.25 years | 3.5 years |

  46. Long-Term Incentive Compensation

    The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected stock price volatility is based on historical volatility of the Company’s stock. The expected option life, representing the period of time that options are expected to be outstanding, is based on historical option exercise and employee termination data.

  47. Long-Term Incentive Compensation

    | Neogen Corporation | 2024 Proxy Statement | 29 |

  48. Long-Term Incentive Compensation

    The table below shows the number of RSUs granted to each of the NEOs in fiscal year 2024.

  49. Long-Term Incentive Compensation

    | Name | Number of RSUs Granted | Compensation Cost Recognized for RSU Grants (1) | | John E. Adent | 116,279 | $1,800,000 | | Douglas E. Jones | 46,512 | 720,000 | | David H. Naemura | 46,512 | 720,000 | | Amy M. Rocklin | 28,424 | 440,000 |

  50. Long-Term Incentive Compensation

    Compensation cost is calculated as the closing market price on the grant date ($15.48 on October 26, 2023) multiplied by the number of RSUs granted. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period.

  51. Long-Term Incentive Compensation

    | Neogen Corporation | 2024 Proxy Statement | 30 |

  52. Long-Term Incentive Compensation

    Retirement Plans: A defined contribution plan, the Neogen Corporation 401(k) Retirement Savings Plan (“401(k) Plan”) is available to all eligible U.S. employees, including all NEOs. Under the 401(k) Plan, the Company matches dollar per dollar of the first 3%, and fifty cents per dollar of the next 2%, of pay contributed by the employee up to the Internal Revenue Code limits. Matching contributions to the 401(k) Plan vest immediately. Health and Welfare Benefit Plans: Benefits such as medical, dental, vision, life insurance, and disability coverage are provided to all eligible U.S.-based employees, including all NEOs. The benefit plans are part of the overall total compensation offering and are intended to be competitive and provide health care coverage for employees and their families. The NEOs have no additional Company-paid health benefits than those provided to other U.S.-based employees. Similar to all other employees, NEOs have the ability to purchase supplemental life, dependent life, long-term care insurance, and accidental death and dismemberment coverage through the Company. The value of these benefits is not included in the Summary Compensation Table because they are purchased by each NEO and are made available to all U.S. employees. No post-retirement health care benefits are provided to any employee. Perquisites: The values of perquisites and other personal benefits are included in the “All Other Compensation” column of the Summary Compensation Table and consist primarily of Company-matching contributions to the 401(k) Plan, the value of Company-paid group term life insurance and a mobile phone stipend as paid to other U.S. management employees. Employee Stock Purchase Plan: Employees in the U.S., including the NEOs, are permitted to voluntarily purchase Company stock at a 5% discount to market value through after-tax payroll deductions under the Employee Stock Purchase Plan (“ESPP”) as a way to facilitate employees becoming shareholders of the Company. The ESPP purchases stock bi-annually for participants through a third-party plan administrator. Non-Qualified Deferred Compensation Plan: The Company introduced a non-qualified deferred compensation plan that allows eligible employees, including NEOs, to elect to defer a portion of their salary and/or annual bonus subject to IRS timing and other provisions.

  53. Severance Arrangements

    Severance Arrangements In October 2023, in order to align with market practices and enhance retention of our executive management team, particularly in light of the significant growth and challenges presented by the FSD transaction with 3M, the Company entered into certain severance letter agreements with the NEOs as well as certain other Company corporate officers. These arrangements are discussed under “Potential Payments Upon Termination or Change-of-Control” below.

  54. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards The Company does not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. However, it has implemented a practice of timing grants of awards within an open trading window in order to avoid conflicts. The Company’s historical practice has been to make annual grants of equity awards, including options and RSUs, in early October of each year, following the release of the Company’s financial results for its first fiscal quarter in late September. As a result, these grants typically are made at a time when possession of material nonpublic information is less likely and after first quarter financial results have been released to the market. In fiscal 2024, the financial results for the Company’s first fiscal quarter were not released until October 10, 2023. Following its historical practice, the Company waited to make the annual grants of equity awards until after those results were released. Accordingly, annual grants for fiscal 2024 were not made until October 26, 2023. This grant date coincided with the Company’s annual meeting of shareholders held October 25, 2023. On October 31, 2023, the Company filed a Current Report on Form 8-K to disclose (1) the vote outcome for the proposals considered by shareholders at the annual meeting on October 25, 2023, (2) the Company’s entry into severance letter agreements with various members of the senior management team, including the NEOs, (3) a retention stock option award made to the Company’s CFO, and (4) a restatement of the Company’s Bylaws made to enhance and modernize the Company’s corporate governance. Because the annual grant of options to the NEOs in fiscal 2024 occurred on October 26, 2023, which was within four business days prior to the filing of the Current Report on Form 8-K, the Company is presenting the following table to report the percentage change in the closing price of the Company’s common stock between the trading day ending immediately prior to the filing of the Current Report on Form 8-K (October 30, 2023) to the trading day beginning immediately following the filing of the Current Report on Form 8-K (November 1, 2023). As reflected in this table, the market price for Company common stock declined by 1.93% from October 30, 2023 to November 1, 2023. The percentage change in the final column represents the closing market price of the securities underlying the option award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information.

  55. Timing of Grants of Certain Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/share) | Grant Date Fair Value of the Award | Percentage Change | | John E. Adent | 10/26/2023 | 698,251 | $15.48 | $4,200,000 | (1.93)% | | Douglas E. Jones | 10/26/2023 | 179,550 | 15.48 | 1,080,000 | (1.93)% | | David H. Naemura | 10/26/2023 | 179,550 | 15.48 | 1,080,000 | (1.93)% | | | 10/26/2023 | 379,747 | 15.48 | 2,200,000 | (1.93)% | | Amy M. Rocklin | 10/26/2023 | 109,725 | 15.48 | 660,000 | (1.93)% |

  56. Timing of Grants of Certain Equity Awards

    | Neogen Corporation | 2024 Proxy Statement | 32 |

  57. Tax and Accounting Implications

    Tax and Accounting Implications Section 409A of the Code provides that amounts deferred under non-qualified deferred compensation arrangements will be included in an employee’s income when vested, as well as be subject to additional taxes, penalties and interest, unless certain requirements are complied with. The Company believes that its compensation arrangements satisfy, or are exempt from, the requirements of Section 409A. If a company makes “parachute payments,” Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments” and Section 4999 of the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change-of-control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to a 20% excise tax, equal the portion of the parachute payments that exceeds one times the payee’s base amount. If a covered employee receives excess parachute payments in any year, the $1 million deduction limitation applicable to the covered employee for such year under Section 162(m) of the Code is reduced (but not below zero) by the amount of the excess parachute payments. The employment arrangements with the Company’s NEOs and the Company’s equity incentive plans may entitle participants to receive payments in connection with a change-of-control that may result in excess parachute payments. The Company is not obligated to pay any tax gross-ups with respect to the excise tax imposed on any person who receives excess parachute payments.

  58. Summary Compensation Table

    Summary Compensation Table

  59. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation (3) | Total | | John E. Adent | 2024 | $803,077 | $1,800,000 | $4,200,000 | $405,000 | $13,275 | 7,221,352 | | President & Chief Executive Officer | 2023 | 671,100 | 1,200,000 | 2,800,000 | 637,500 | 16,574 | 5,325,174 | | | 2022 | 477,798 | 925,689 | 1,999,858 | 900,000 | 12,082 | 4,315,427 | | Douglas E. Jones | 2024 | 522,035 | 720,000 | 1,080,000 | 154,440 | 22,030 | 2,498,505 | | Chief Operating Officer | 2023 | 456,000 | 493,126 | 739,670 | 252,450 | 966 | 1,942,212 | | | 2022 | 357,924 | 279,999 | 381,491 | 330,000 | 4,232 | 1,353,646 | | David H. Naemura (4) | 2024 | 527,308 | 720,000 | 3,280,000 | 260,000 | 23,343 | 4,810,651 | | Chief Financial Officer | 2023 | 228,846 | 600,000 | 900,000 | 250,000 | 297 | 1,979,143 | | Amy M. Rocklin | 2024 | 451,748 | 440,000 | 660,000 | 110,725 | 2,230 | 1,664,703 | | Chief Legal & | 2023 | 380,500 | 360,000 | 540,000 | 182,750 | 966 | 1,464,216 | | Compliance Officer | 2022 | 255,481 | 140,011 | 185,696 | 21,000 | 759 | 602,948 |

  60. Summary Compensation Table

    (1) Amount represents actual salary amounts, paid throughout fiscal year 2024. (2) Calculations use grant-date fair value based on Codification Topic 718 for stock option and RSU grants for the 2024, 2023, and 2022 fiscal years. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term Incentive Compensation.” (3) Includes 401(k) Plan matching contributions and value of group term life insurance. (4) Mr. Naemura joined the Company in November 2022.

  61. Grants of Plan-Based Awards in the 2024 Fiscal Year

    Grants of Plan-Based Awards in the 2024 Fiscal Year The following table sets forth additional information regarding the grant of all awards to our NEOs in the fiscal year ended May 31, 2024, pursuant to our compensation plans.

  62. Grants of Plan-Based Awards in the 2024 Fiscal Year

    | | | Estimated Payouts Under Non Equity Incentive Plan Awards | | | # of Shares | # of Securities Underlying | Exercise or Base Price of Option | Grant-date Fair Value of All | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | or Units (1) | Options | Awards (2) | Awards (3) | | John E. Adent | 10/26/24 | — | $810,000 | $1,620,000 | 116,279 | 698,251 | $15.48 | $6,000,000 | | Douglas E. Jones | 10/26/24 | — | 308,880 | 617,760 | 46,512 | 179,550 | 15.48 | 1,800,000 | | David H. Naemura | 10/26/24 | — | 520,000 | 1,040,000 | 46,512 | 559,297 | 15.48 | 4,000,000 | | Amy M. Rocklin | 10/26/24 | — | 221,450 | 442,900 | 28,424 | 109,725 | 15.48 | 1,100,000 |

  63. Grants of Plan-Based Awards in the 2024 Fiscal Year

    (1) In accordance with the terms of the 2023 Plan, these RSUs were granted at 100% of the closing market price on the grant date. The RSUs vest ratably over three years. (2) In accordance with the terms of the 2023 Plan, these options were granted at 100% of the closing market price on the grant date. Options have a seven-year term and vest ratably over three years. For Mr. Naemura's options, the amount includes the special retention bonus grant of 379,747 options made October 26, 2023. Represents grant-date value based on Codification Topic 718. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term, Incentive Compensation.”

  64. Grants of Plan-Based Awards in the 2024 Fiscal Year

    | Neogen Corporation | 2024 Proxy Statement | 35 |

  65. Outstanding Equity Awards at May 31, 2024

    Outstanding Equity Awards at May 31, 2024 The following table sets forth information regarding unexercised options and outstanding RSUs that were held by the NEOs as of May 31, 2024.

  66. Outstanding Equity Awards at May 31, 2024

    | | Option Awards | | | | | Stock Awards | | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable (1) | Option Exercise Price | Option Expiration Date | Grant Date (2) | Number of Shares of Stock that have not Vested | Market Value of Shares of Stock that have not Vested (3) | | John E. Adent | 10/11/2019 | 108,000 | 36,000 | $31.95 | 11/11/2024 | 10/6/2020 | 5,632 | $74,061 | | President & Chief Executive Officer | 10/6/2020 | 92,252 | 61,502 | 34.15 | 11/6/2025 | 10/12/2021 | 9,191 | 120,862 | | | 10/12/2021 | 60,139 | 90,213 | 40.85 | 11/12/2026 | 4/25/2022 | 6,338 | 83,345 | | | 4/25/2022 | 34,356 | 51,534 | 28.40 | 5/25/2027 | 10/6/2022 | 60,241 | 792,169 | | | 10/6/2022 | 208,333 | 416,668 | 13.28 | 10/6/2029 | 10/26/2023 | 116,279 | 1,529,069 | | | 10/26/2023 | — | 698,251 | 15.48 | 10/26/2030 | | | | | | | 503,080 | 1,354,168 | | | | | 2,599,505 | | Douglas E. Jones | 10/6/2020 | 11,860 | 7,908 | 34.15 | 11/6/2025 | 10/6/2020 | 1,124 | 14,781 | | Chief Operating Officer | 10/12/2021 | 9,886 | 14,831 | 40.85 | 11/12/2026 | 10/12/2021 | 2,351 | 30,916 | | | 4/25/2022 | 8,834 | 13,252 | 28.40 | 5/25/2027 | 4/25/2022 | 2,535 | 33,335 | | | 10/6/2022 | 55,035 | 110,070 | 13.28 | 10/6/2029 | 10/6/2022 | 24,755 | 325,528 | | | 10/26/2023 | — | 179,550 | 15.48 | 10/26/2030 | 10/26/2023 | 46,512 | 611,633 | | | | 85,615 | 325,611 | | | | | 1,016,193 | | David H. Naemura | 11/28/2022 | 57,471 | 114,942 | 15.49 | 11/28/2029 | 11/28/2022 | 25,823 | 339,572 | | | 10/26/2023 | — | 559,297 | 15.48 | 10/26/2030 | 10/26/2023 | 46,512 | 611,633 | | Chief Financial Officer | | 57,471 | 674,239 | | | | | 951,205 | | Amy M. Rocklin | 10/12/2021 | 3,707 | 5,562 | 40.85 | 11/12/2026 | 10/12/2021 | 882 | 11,598 | | Chief Legal & Compliance Officer | 4/25/2022 | 5,888 | 8,836 | 28.40 | 5/25/2027 | 4/25/2022 | 1,691 | 22,237 | | | 10/6/2022 | 40,179 | 80,358 | 13.28 | 10/6/2029 | 10/6/2022 | 18,072 | 237,647 | | | 10/26/2023 | — | 109,725 | 15.48 | 10/26/2030 | 10/26/2023 | 28,424 | 373,776 | | | | 49,774 | 204,481 | | | | | 645,257 |

  67. Outstanding Equity Awards at May 31, 2024

    (1) For awards granted in fiscal years 2019 through 2022, vesting schedules for Incentive Stock and Non-Qualified Options are 20% of the shares on each of the first five anniversary dates of the grant. For awards granted in fiscal year 2023 through 2024, vesting schedules for Incentive Stock and Non-Qualified Options are 33% of the shares on each of the first three anniversary dates of the grant. (2) For awards granted in fiscal years 2021 and 2022, vesting schedules for Restricted Stock Units are 20% of the grant annually on each of the first five anniversary dates of the grant. For awards granted in fiscal year 2023 and 2024, vesting schedules for Restricted Stock Units are 33% of the grant annually on each of the first three anniversary dates of the grant. Based upon the closing price of our Common Stock on May 31, 2024, of $13.15.

  68. Outstanding Equity Awards at May 31, 2024

    | Neogen Corporation | 2024 Proxy Statement | 36 |

  69. Option Exercises and Stock Vested in 2024 Fiscal Year

    Option Exercises and Stock Vested in 2024 Fiscal Year This table sets forth information with respect to RSUs held by the NEOs that vested during fiscal 2024. No options were exercised during fiscal year 2024.

  70. Option Exercises and Stock Vested in 2024 Fiscal Year

    | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | John E. Adent | 38,112 | $635,318 | | Douglas E. Jones | 14,568 | 243,490 | | David H. Naemura | 12,912 | 214,339 | | Amy M. Rocklin | 9,893 | 165,921 |

  71. Option Exercises and Stock Vested in 2024 Fiscal Year

    (1) Represents the closing price of our common stock on the vesting date.

  72. Pension Benefits

    Pension Benefits The Company sponsors no defined benefit plans, therefore, none of the NEOs participates in a defined benefit plan sponsored by the Company.

  73. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  74. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY | Company Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE | | John E. Adent | $142,500 | $- | $12,771 | $- | $155,271 | | Douglas E. Jones | 36,897 | - | 2,305 | - | 39,202 | | David H. Naemura | - | - | - | - | - | | Amy M. Rocklin | 31,895 | - | 2,918 | - | 34,813 |

  75. Potential Payments Upon Termination or Change-of-Control

    Potential Payments Upon Termination or Change-of-Control Pursuant to a severance letter agreement entered into with each NEO, each NEO is entitled to certain payments and benefits (1) following specified termination events and (2) following specified termination events subsequent to a Change-of-Control (as defined in the severance letter agreement) of the Company. Under the severance letter agreements, the NEO will receive the following payments and benefits, as a matter of right, if the Company determines that (a) the NEO resigned for Good Reason (as defined in the severance letter agreement) or (b) the NEO was involuntarily terminated by the Company for reasons other than for Cause (as defined in the severance letter agreement): • Two times (for the CEO) or equal to (for the other NEOs) the NEO’s base salary, payable ratably over a period of 12 months, in accordance with the Company’s regular payroll practices; • The NEO’s Target Bonus (as defined in the severance letter agreement) for the year in which the termination occurred, in a lump sum in the first payment of the severance benefits; and • During the severance period (subject to specified events that would terminate such payments on an earlier date), an amount equal to the full cost of continuation coverage premiums under COBRA for the NEO. If the NEO resigns for Good Reason or the NEO is involuntarily terminated by the Company for reasons other than for Cause, in each case within 12 months following a Change-of-Control, the NEO would receive, as a matter of right, the severance benefits described above as well as full acceleration of vesting of all outstanding equity-based awards granted to the NEO by the Company.

  76. Potential Payments Upon Termination or Change-of-Control

    | Neogen Corporation | 2024 Proxy Statement | 37 |

  77. Potential Payments Upon Termination or Change-of-Control

    The following table reflects the amounts that would be payable to each NEO assuming (1) the NEO’s employment was terminated for Good Reason or without Cause as of May 31, 2024, and (2) the NEO’s employment was terminated for Good Reason or without Cause as of May 31, 2024 in a situation where a Change-of-Control of the Company had occurred in the 12 months ending May 31, 2024:

  78. Potential Payments Upon Termination or Change-of-Control

    | | Termination for Good Reason or Without Cause (1) | Termination for Good Reason or Without Cause Within 12 Months After Change in Control (1) | | John E. Adent | $2,461,292 | $5,060,797 | | Douglas E. Jones | 856,475 | 1,872,688 | | David H. Naemura | 1,072,475 | 2,023,680 | | Amy M. Rocklin | 673,215 | 1,318,472 |

  79. Potential Payments Upon Termination or Change-of-Control

    (1) As noted above, while the Target Bonus is paid in a lump sum, the portion of the severance benefit corresponding to the NEO’s base salary is paid over a period of 12 months; however, for purposes of presentation in this table, such amounts corresponding to the NEO’s base salary have not been present value discounted to May 31, 2024. The amounts above include base salary, target bonus, and employer cost of health and welfare benefits for length of severance. In the event of a change-of-control, all unvested equity also would accelerate as a matter of right. The right to receive payments and benefits under the severance letter agreement is subject to the NEO’s delivery and non-revocation of a valid waiver and release of claims and any other document deemed appropriate by the Company. Payments would be delayed until the effectiveness of the release and, as required, by Section 409A of the Code. Upon a determination by the Company that the NEO has engaged in Detrimental Activity (as defined in the severance letter agreement), the payments and benefits under the severance letter agreement will cease and prior payments and benefits would be subject to recovery. In addition to the foregoing, pursuant to the 2023 Plan, upon a termination of the NEO’s employment, the Compensation Committee has the discretion to take any action it deems to be equitable under the circumstances or in the best interests of the Company, including waiving or modifying any limitation or requirement with respect to any award made under the 2023 Plan. However, any such actions taken by the Compensation Committee are subject to the terms of the 2023 Plan and should comply with the requirements of Section 409A of the Code.

  80. Potential Payments Upon Termination or Change-of-Control

    | Neogen Corporation | 2024 Proxy Statement | 38 |

  81. Potential Payments Upon Termination or Change-of-Control

    The following tables provide additional compensation information regarding our NEOs, prepared in accordance with the SEC's pay versus performance disclosure regulations for fiscal years 2024, 2023, 2022, and 2021.

  82. Pay Versus Performance (PVP) Table

    Pay Versus Performance (PVP) Table

  83. Pay Versus Performance (PVP) Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid (CAP) to PEO(1) | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs(3) | Neogen TSR | S&P MidCap 400 Health Care Index TSR | Net Income (in millions) | Adjusted EBITDA (Company Selected Measure) (in millions) | | 2024 | $7,221,352 | $4,499,416 | $2,991,286 | $2,366,175 | $36.9 | $109.4 | $(9.4) | $213.2 | | 2023 | 5,325,174 | 4,853,105 | 1,327,952 | 1,251,767 | 49.1 | 105.5 | (20.9) | 205.1 | | 2022 | 4,315,427 | 2,315,621 | 1,220,774 | 727,779 | 74.3 | 110.8 | 48.3 | 115.4 | | 2021 | 2,507,046 | 4,575,029 | 714,856 | 1,226,880 | 129.6 | 129.8 | 60.9 | 104.2 |

  84. Pay Versus Performance (PVP) Table

    (1) Amounts reported reflect CAP for Mr. Adent, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Adent during the applicable year. The adjustments below were made to Mr. Adent’s total compensation for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K.

  85. CEO SCT Total to CAP Reconciliation

    | Year | SCT Total | Reported Value of Equity Awards | Equity Award Adjustments(a) | Compensation Actually Paid | | 2024 | $7,221,352 | $6,000,000 | $3,278,064 | $4,499,416 | | 2023 | 5,325,174 | 4,000,000 | 3,527,931 | 4,853,105 | | 2022 | 4,315,427 | 2,925,547 | 925,741 | 2,315,621 | | 2021 | 2,507,046 | 1,662,618 | 3,730,601 | 4,575,029 |

  86. Average Other NEOs SCT Total to CAP Reconciliation

    | Year | SCT Total | Reported Value of Equity Awards | Equity Award Adjustments(a) | Compensation Actually Paid | | 2024 | $2,991,286 | $2,300,000 | $1,674,889 | $2,366,175 | | 2023 | 1,327,952 | 776,244 | 725,576 | 1,251,767 | | 2022 | 1,220,774 | 673,894 | 180,899 | 727,779 | | 2021 | 714,856 | 342,362 | 854,386 | 1,226,880 |

  87. 2. Compensation Actually Paid (CAP) versus Neogen TSR

    2. Compensation Actually Paid (CAP) versus Neogen TSR The graph below compares Neogen’s Total Shareholder Return (TSR) to the CEO’s and Other NEOs’ Compensation Actually Paid (CAP) for the four fiscal years beginning with 2021. As shown in the graph, the CAP to the CEO and increased in 2023 before declining in 2024, while CAP to Other NEOs increased in 2023 and 2024, primarily reflecting the completion of the merger with the former 3M Food Safety Division and the resulting increase in size and complexity of the Company.

  88. 2. Compensation Actually Paid (CAP) versus Neogen TSR

    | Neogen Corporation | 2024 Proxy Statement | 41 |

  89. CEO Pay Ratio

    CEO Pay Ratio

  90. CEO Pay Ratio

    CEO Pay Ratio In accordance 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, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our CEO. Mr. Adent has been the CEO of the Company since 2017, and served as CEO on May 31, 2024, the determination date of the median employee compensation. The annual compensation used for this analysis included each element of compensation listed in the Summary Compensation Table in this Proxy. We annualized the total compensation for any employee on the payroll at May 31, 2024, who was not employed for all of fiscal 2024. We then ranked all of our employees (except for Mr. Adent) in terms of total compensation from highest to lowest, and identified the employee that ranked as the median. Following this methodology, the components of our pay ratio disclosure for fiscal 2024 were reasonably estimated as follows: • The median of the total annual compensation for all of our employees, excluding Mr. Adent, was $49,064; • Mr. Adent’s total compensation was $7,221,352; • The ratio of Mr. Adent’s compensation to the compensation of the median employee was 147:1. The Pay Ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the ratio reported by other companies.

  91. CEO Pay Ratio

    | Neogen Corporation | 2024 Proxy Statement | 44 |

  92. Director Compensation

    Director Compensation

  93. Director Compensation

    Director Compensation This table sets forth information regarding compensation paid during fiscal 2024 to directors who were not employees.

  94. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards ($) | Total | | William T. Boehm, Ph.D. | $82,500 | $82,500 | $82,500 | $247,500 | | James C. Borel | 105,000 | 82,500 | 82,500 | 270,000 | | Jeffrey D. Capello | 72,500 | 82,500 | 82,500 | 237,500 | | Ronald D. Green, Ph.D. | 77,500 | 82,500 | 82,500 | 242,500 | | Aashima Gupta | 70,000 | 82,500 | 82,500 | 235,000 | | Raphael A. Rodriguez | 70,000 | 82,500 | 82,500 | 235,000 | | James P. Tobin | 81,250 | 82,500 | 82,500 | 246,250 | | Catherine E. Woteki, Ph.D. | 73,750 | 82,500 | 82,500 | 238,750 |

  95. Director Compensation

    (1) Calculations use grant-date fair value based on Codification Topic 718 for the fiscal 2024 equity-based grants. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period. For information on valuation assumptions for the option grants, see “Compensation Discussion and Analysis—Compensation Elements—Long-term Incentive Compensation.” The outstanding equity awards held by each non-employee director as of May 31, 2024, were:

  96. Director Compensation

    | | Outstanding at May 31, 2024 | | | Name | RSU Awards | Option Awards | | William T. Boehm, Ph.D. | 6,968 | 66,667 | | James C. Borel | 6,968 | 58,501 | | Jeffrey D. Capello | 6,212 | 18,416 | | Ronald D. Green, Ph.D. | 6,968 | 62,947 | | Aashima Gupta | 6,212 | 18,416 | | Raphael A. Rodriguez | 6,968 | 25,167 | | James P. Tobin | 6,968 | 58,501 | | Catherine E. Woteki, Ph.D. | 6,968 | 25,167 |

  97. Director Compensation

    Non-employee directors receive an annual retainer of $55,000 (paid quarterly), with the Chair of the Board paid an additional $55,000. Members of the Governance, Compensation, and Science, Technology, and Innovation committees are paid $7,500 annually for such committee service, while members of the Audit Committee receive $10,000 annually. The Chairs of the Governance, Compensation, and Science, Technology, and Innovation committees are paid an additional $7,500 annually for their service in those Chair roles, while the Chair of the Audit Committee is paid an additional $10,000 annually. Board members receive an additional $165,000 in equity-based compensation, split equally between non-qualified options to purchase Company stock, with three-year ratable vesting and seven-year lives, and RSUs, with three-year ratable vesting. These awards are granted on the date of election to, or commencement of annual service on, the Board. In all cases, grant prices are equal to the closing price on the day of the grant. The Company does not reprice options and does not “reload”—which means the recipient is only able to exercise the number of shares in the original stock option grant.

  98. Director Compensation

    | Neogen Corporation | 2024 Proxy Statement | 45 |