DEF 14A of Neogen Corp
Filed Sep 12, 2025 · FY20250000950170-25-114381
Information Regarding Nominees and Directors
Information Regarding Nominees and Directors The following table sets forth the names, ages, membership on Board committees and certain other information for each of the nominees for election to the Board and each of the other members of our Board whose terms on the Board will continue after the Annual Meeting.
Information Regarding Nominees and Directors
| Name of Director or Nominee | Age | Position | Director Since | | Mikhael Nassif | 49 | CEO, Director | 2025 | | Thierry L. Bernard (1) (4) | 60 | Director | 2024 | | James C. Borel (3) (4) | 69 | Board Chair | 2016 | | Jeffrey D. Capello (1) (3) | 60 | Director | 2022 | | Ronald D. Green, Ph.D. (2*) (4) | 64 | Director | 2014 | | Aashima Gupta (2) (4) | 54 | Director | 2022 | | Avi Pelossof (5) | 62 | Nominee | (5) | | Raphael A. Rodriguez (1) (2) | 57 | Director | 2020 | | Andrea F. Wainer (2) (3) | 57 | Director | 2025 | | Catherine E. Woteki, Ph.D. (1*) (2) | 77 | Director | 2020 |
Information Regarding Nominees and Directors
(1) Member, Compensation Committee (2) Member, Science, Technology & Innovation Committee (3) Member, Audit Committee (4) Member, Governance Committee (5) On August 14, 2025, Mr. Pelossof was appointed to the Board effective October 24, 2025, subject to election by the Company’s shareholders. He has not yet been appointed to any committees of the Board. * - Denotes Committee Chair Dr. William Boehm, who will be retiring from the Board at the 2025 Annual Meeting, currently serves as the Chair of the Audit Committee. The Board expects to appoint a new Chair of the Audit Committee, effective October 24, 2025. The following is a brief summary of the business experience for at least the past five years for each of the nominees and for each of the members of our Board whose terms on the Board will continue after the Annual Meeting. Nominees for the Board of Directors:
Information Regarding Nominees and Directors
| Thierry Bernard | | | | | Director Since 2024 | Age 60 |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 6 |
Information Regarding Nominees and Directors
| Committee Memberships: • Compensation • Governance Skills & Experience that Bring Value to Our Board • Logistics, Global Sourcing, Operations • Executive Leadership • Mergers & Acquisitions • Sales & Marketing • Regulatory • International Biographical Information Thierry Bernard is Chief Executive Officer of QIAGEN N.V., a leading global provider of sample-to-insight solutions that are used to transform biological materials into molecular insights. Mr. Bernard was named to the role in March 2020 after joining QIAGEN in 2015. Prior to his role at QIAGEN, Mr. Bernard spent 15 years with bioMérieux SA, where he held roles of increasing responsibility, most recently as Corporate Vice President, Global Commercial Operations, Investor Relations and the Greater China Region. He also held senior management roles in other leading international companies. |
Information Regarding Nominees and Directors
| Mikhael Nassif | | | | | Director Since 2025 | Age 49 | | Skills & Experience that Bring Value to Our Board • CEO of Neogen • Executive Leadership • Financial Expertise • Innovation and Emerging Technology • Regulatory • International Biographical Information Mikhael (“Mike”) Nassif was appointed as President and CEO of Neogen effective August 11, 2025. He joined the Company from Siemens Healthineers, where he served as Global President of the Point-of-Care Diagnostics since September 2022. Prior to his time at Siemens Healthineers, Mr. Nassif served in various leadership positions at Baxter International Inc. (March 2017 to September 2022), Anheuser-Busch InBev (April 2015 to March 2017), and Johnson & Johnson (May 2009 to April 2015). | | |
Information Regarding Nominees and Directors
| Avi Pelossof | | | | Age 62 |
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| Neogen Corporation | 2025 Proxy Statement | 7 |
Information Regarding Nominees and Directors
| Committee Memberships: • To be determined following election Skills & Experience that Bring Value to Our Board • Executive Leadership • Financial Expertise • Mergers & Acquisitions • Innovation and Technology • International • Sustainability Biographical Information On August 14, 2025, Avi Pelossof was appointed to the Board, effective October 24, 2025. A global diagnostics executive with over 25 years of experience, Mr. Pelossof is currently Executive Chairman at JointMedica and Senior Advisor at TPG. He previously served as CEO, President, and Director of Immucor (2018–2023), leading its turnaround and $2 billion sale to Werfen. Before that, he was Global President of Infectious Disease at Alere (2007–2017), where he built the business into a $750 million global portfolio and launched the first FDA CLIA-Waived point-of-care molecular test, later rebranded by Abbott as ID NOW. Earlier, Mr. Pelossof held leadership roles at Chembio Diagnostics Systems and began his career at Citibank in Latin America capital markets. |
Information Regarding Nominees and Directors
| Andrea F. Wainer | | | | | Director Since 2025 | Age 57 |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 8 |
Information Regarding Nominees and Directors
| Committee Memberships: • Audit • Science, Technology and Innovation Skills & Experience that Bring Value to Our Board • Logistics, Global Sourcing, Operations • Executive Leadership • Financial Expertise • Research and Development • Regulatory • International Biographical Information Andrea Wainer brings nearly 30 years of diagnostics and healthcare experience to Neogen's Board of Directors. Most recently, she was Executive Vice President of Rapid and Molecular Diagnostics at Abbott Laboratories, where she led three global businesses spanning molecular diagnostics, rapid point-of-care testing, and handheld diagnostic devices. Since joining Abbott in 1997, Ms. Wainer held leadership roles across pharmaceuticals, renal care, animal health, and molecular diagnostics. She also serves on the Board of Directors of Analog Devices, Inc. (Nasdaq: ADI) and the Board of Trustees of the Goodman Theatre in Chicago. |
Information Regarding 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.
Information Regarding Nominees and Directors
| The Board of Directors recommends a vote “FOR” the above nominees. |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 9 |
Information Regarding Nominees and Directors
Other current members of the Board:
Information Regarding Nominees and Directors
| James C. Borel | | | | | Director Since 2016 | Age 69 | | Committee Memberships: • Audit • Governance (interim Chair) Skills & Experience that Bring Value to Our Board • Food and Agriculture Industries • Executive Leadership • Governance • Sustainability • International • Finance Biographical Information Jim Borel brings over 40 years of experience in the food and agriculture industry, with extensive international experience. He retired in 2016 from DuPont, where he was Executive Vice President with responsibility for their agricultural and food ingredients businesses, as well as the corporate functions of Sustainability and Government Affairs. Mr. Borel is a National Association of Corporate Directors Board Leadership Fellow. His knowledge of the food & agriculture industries, and his international experience bring significant value to the Board. | | |
Information Regarding Nominees and Directors
| Jeffrey D. Capello | | | | | Director Since 2022 | Age 60 |
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| Neogen Corporation | 2025 Proxy Statement | 10 |
Information Regarding Nominees and Directors
| 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 and is currently Managing Partner at Monomoy Advisors, advising leadership on shareholder value-creation strategies. He previously served as CFO of several public and private equity-backed companies, including PerkinElmer, Boston Scientific, Ortho Clinical Diagnostics, Beacon Health Options, and Biogen. Mr. Capello serves as Audit Committee Chair at Agios Pharmaceuticals (Nasdaq: AGIO) and has held similar roles on the boards of multiple biotechnology companies. He was appointed to the Board in connection with 3M’s 2022 divestiture of its food service division, bringing extensive business and financial expertise to the Board. |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 11 |
Information Regarding Nominees and Directors
| Ronald D. Green, Ph.D. | | | | | Director Since 2014 | Age 64 | | Committee Memberships: • Governance • Science, Technology and Innovation (Chair) Skills & Experience that Bring Value to Our Board • Genomics and Technology Industries • Research and Development • Executive Leadership Biographical Information Ronald D. Green, Ph.D., Chancellor Emeritus of the University of Nebraska-Lincoln, brings over 40 years of leadership in agricultural and food sciences. At UNL, he managed a $1.3B budget and 6,500 employees, and previously served as Vice Chancellor of the Institute of Agriculture and Natural Resources. Dr. Green’s career spans academia, government, and industry, including leadership roles at Pfizer Animal Health, USDA, and the White House’s interagency working group on animal genomics. A fellow and past president of the American Society of Animal Science, he is an internationally recognized authority in animal genetics and genomics whose expertise provides valuable insight to the Board. | | |
Information Regarding Nominees and Directors
| Aashima Gupta | | | | | Director Since 2022 | Age 54 |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 12 |
Information Regarding Nominees and Directors
| 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, Waystar (Nasdaq: WAY), 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. |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 13 |
Information Regarding Nominees and Directors
| Raphael A. Rodriguez | | | | | Director Since 2020 | Age 57 | | 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 been President, Chief Product Officer, and a Director of Daon, Inc., a global biometric and identity assurance company, since 2022. Mr. Rodriguez previously served as Executive-in-Residence at Summit Partners, Research Scientist at Facebook leading Applied Identity and Intelligence, and co-founder/CTO of Confirm.io, acquired by Facebook in 2018. An entrepreneur and technology leader, Mr. Rodriguez has founded multiple companies, holds 50 patents, and is the longest-serving ASP Fellow at MIT. A U.S. Army intelligence veteran of the Persian Gulf War, Mr. Rodriguez also serves on the board of Strategic Cyber Ventures. | | |
Information Regarding Nominees and Directors
| Dr. Catherine E. Woteki | | | | | Director Since 2020 | Age 77 | | 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 Dr. Catherine Woteki is Professor Emeritus of Food Science and Human Nutrition at Iowa State University and Visiting Distinguished Fellow at the University of Virginia’s Biocomplexity Institute. She previously served as USDA Chief Scientist and Under Secretary for Research, Education, and Economics (2010–2016), Global Director of Scientific and Regulatory Affairs at Mars, Inc., and USDA’s first Under Secretary for Food Safety. A member of the National Academy of Medicine and fellow of multiple scientific societies, Dr. Woteki brings extensive expertise in food safety, nutrition, and regulatory science, along with significant board and advisory experience. | | |
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 14 |
Information Regarding Nominees and Directors
The “Compensation Discussion and Analysis” section of this Proxy Statement describes, among other things, the Company’s executive compensation policies and practices. Federal laws require that our shareholders be given the opportunity to provide, on an advisory basis, approval of the compensation of Company executives, as disclosed in this Proxy Statement and, therefore, we are providing this advisory proposal as required by Section 14A of the Exchange Act. Under the legislation that requires this vote, the shareholder vote is neither binding on the Board nor the Company and may not be construed as overruling any decision made by the Board or the Company or as creating or implying any change in the fiduciary duties owed by the Board. However, the Board values the views of shareholders and intends to take the outcome of this annual shareholder advisory vote into consideration when making future executive compensation decisions. Therefore, at the Annual Meeting, shareholders will be given the opportunity to vote, on an advisory basis, to approve the compensation of the named executive officers as disclosed in this Proxy Statement under “Compensation Discussion and Analysis” and “Summary Compensation Table.” This vote proposal is commonly known as a “say-on-pay” proposal and gives shareholders the opportunity to endorse or not endorse the executive pay program. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement. Shareholders are encouraged to read the full details of the Company’s executive compensation program, including the primary objectives in setting executive pay, under “Compensation Objectives, Philosophy and Approach” as described in this Proxy Statement. In an advisory vote on the frequency of the say-on-pay proposal held at our 2023 Annual Meeting of Shareholders, shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors considered by the Board, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, which will be held at our 2026 Annual Meeting of Shareholders. In the Company’s advisory say-on-pay vote at the 2024 Annual Meeting of Shareholders, only 48.8% of the votes cast on the proposal voted to approve the compensation payable to our named executive officers, as described in the proxy statement for that meeting. Although that vote was non-binding, subsequent to that meeting, the Compensation Committee and the Board considered the results of this vote and determined to make certain changes to its compensation practices. These changes are described in the “Compensation Discussion and Analysis” section below and primarily include a change to the long-term incentive compensation payable to our executives, which now includes more performance-based compensation in the form of performance share units (PSUs). The Company evaluates the compensation of its executives at least once each year to assess whether compensation policies and programs are achieving their primary objectives. Based on its most recent evaluation, the Board believes the Company’s executive compensation programs achieve these objectives, including aligning the interests of management with those of shareholders, and are therefore worthy of shareholder support. In determining how to vote on this proposal, shareholders should consider the following: • Independent Compensation Committee. Nine of our ten current directors are deemed independent pursuant to applicable Nasdaq standards. Five of these independent directors serve on the Compensation Committee. Meetings of the Compensation Committee include executive sessions where management is excluded. • Performance-Based Incentives. Total compensation for executives is structured with a significant portion of total earning potential arising from performance-based incentives. PSUs, Stock Options and Restricted Stock Units. A significant percentage of executives’ total compensation is paid in the form of stock options and restricted stock units that vest over a three-year period. In addition, starting with executive compensation for the annual grant in fiscal 2026, 50% of each executive’s long-term incentive compensation is payable in the form of PSUs that measure the Company’s performance over a three-year period against pre-determined targets established by the Board, subject to adjustment based on the Company’s relative total shareholder return (TSR) as compared to a peer group. These equity awards align the executives’ interests with longer term shareholder returns and also serve to help retain the services of executives.
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 15 |
Information Regarding Nominees and Directors
| For these reasons, the Board recommends that you vote “FOR” the adoption of the following resolution: |
Information Regarding Nominees and Directors
“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of 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 set forth in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders.”
Information Regarding Nominees and Directors
| Neogen Corporation | 2025 Proxy Statement | 16 |
Named Executive Officers
Named Executive Officers Named executive officers (“NEOs”) for SEC reporting purposes are:
Named Executive Officers
| Name | Title | | John E. Adent | (Former) President & Chief Executive Officer | | Douglas E. Jones | Chief Operating Officer (Retired) | | David H. Naemura | Chief Financial Officer & Chief Operating Officer | | Amy M. Rocklin | Chief Legal & Compliance Officer |
Named Executive Officers
Brief biographies of the NEOs follow. John E. Adent, age 57, 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. In April 2025, it was announced that Mr. Adent would be stepping down. Mr. Adent continued to serve as CEO and President and as a member of the Company’s Board of Directors until his successor was appointed. Douglas E. Jones, age 55, 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. Mr. Jones retired as COO effective February 28, 2025. David H. Naemura, age 56, 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. Effective January 1, 2025, in addition to his role as the Company’s CFO, Mr. Naemura was appointed as Neogen’s Chief Operating Officer (COO), a position held by Doug Jones until his retirement as COO. Amy M. Rocklin, Ph.D., age 53, 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.
Named Executive Officers
| Neogen Corporation | 2025 Proxy Statement | 25 |
Named Executive Officers
This section of our proxy statement discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative and quantitative information regarding the manner and context in which compensation is awarded to, and earned by, our named executive officers and places in perspective the data presented in the tables and narrative that follow. For purposes of this CD&A and the disclosure that follows, the following are Neogen’s NEOs for Fiscal Year 2025:
Named Executive Officers
| Name | Title | | John E. Adent | President & Chief Executive Officer (until August 11, 2025) | | Douglas E. Jones | Former Chief Operating Officer (Retired) | | David Naemura | Chief Financial Officer & (starting January 1, 2025) Chief Operating Officer | | Amy Rocklin | Chief Legal and Compliance Officer, Corporate Secretary |
Named Executive Officers
Mr. Jones retired as Chief Operating Officer effective February 28, 2025. Following his retirement as Chief Operating Officer, Mr. Jones will continue in a part-time capacity providing transition support to both the operations and commercial organizations, as well as other assistance as needed until December 31, 2025. In addition to his role as Chief Financial Officer, David Naemura was appointed Chief Operating Officer effective January 1, 2025
Shareholder Outreach and Engagement
| What We Heard: | What We Did: | | Annual incentive plan financial target and actual performance were not disclosed | Neogen has meaningfully increased the level of disclosure around the Incentive Compensation Plan (ICP) within this Proxy Statement, including disclosure of performance metrics, goals, and rationale for metric inclusion. Neogen will continue to monitor disclosure so that we do not put ourselves at a competitive disadvantage. We implemented a robust ICP design for fiscal year 2025 that aligned with our fiscal year budget and held our executives to a high standard of performance. Our fiscal year 2026 design will continue to align with the approved fiscal year 2026 budgets that are appropriately challenging and motivating for our NEOs given the markets in which we compete in. | | Long-term Incentive Awards lack performance conditions | While we believe stock options, which were 70% of the equity mix for the CEO (60% for other NEOs), are inherently performance-based and 100% aligned with shareholder value, we are introducing Performance Share Units (PSUs) in the fiscal year2026 long-term plans for NEOs. The fiscal year 2026 PSU design will measure performance against Revenue (CAGR), Adjusted EBITDA margin expansion, and FCF Conversion with a relative TSR modifier (measuring performance against the S&P600 Healthcare Equipment & Services peer companies) over a three-year period. The fiscal year 2026 LTIP mix for NEOs will be entirely performance-based and aligned with shareholder interests, comprised of 50% PSUs and 50% stock options. | | CEO equity award increased while stock price decreased YOY | The CEO compensation remained flat for fiscal year 2025, and in fact realized pay decreased as depicted on page 29. Additionally, it was announced in April 2025 that Mr. Adent would be stepping down as CEO upon the earlier of his successor starting in the role or the end of October 2025. Mr. Adent subsequently stepped down as CEO when his successor, Mr. Nassif, joined the Company on August 11, 2025. | | CEO absolute pay vs. TSR is misaligned | As depicted on page 29, realized pay for our CEO has been significantly lower than total compensation as disclosed in the summary compensation table (SCT). Over the past three fiscal years, Mr. Adent’s overall compensation ranged from 18% to 24% of total SCT total compensation. This is due to all elements of variable pay resulting in payouts less than target, including stock option values that are “underwater” which demonstrates direct alignment with TSR. |
Key Fiscal Year 2025 Compensation Elements
Key Fiscal Year 2025 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 that reward 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 the 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.
Commitment to Compensation Best Practices
| 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 Equity Vesting • No Hedging or Pledging Transactions by Executive Officers • No Evergreen Provisions in Omnibus Incentive Plan • No Repricing of Stock Options • No Liberal Share Recycling under Omnibus Incentive Plan • No Defined Benefit Plans for Executive Officers • No Executive Perquisites |
Engagement of Executive Compensation Consultant
Engagement of Executive Compensation Consultant In recent years, the Compensation Committee, has engaged Meridian Compensation Partners, LLC (“Meridian”) to provide executive compensation consulting services to the Committee. In early 2025, the Committee elected to make a change in the executive compensation consultant to Farient Advisors, LLC (“Farient”). While Farient may make recommendations on the form and amount of compensation to be paid to our executives, 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 2025, The services provided by Farient and Meridian to the Committee, included: • Reviewing and advising on evolving trends in executive compensation; • Advising on 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. The Compensation Committee determined that both Farient and Meridian are independent as it relates to the SEC guidelines.
Peer Group and Competitive Market Data
Peer Group and 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 and 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 selected peer group 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. The Committee considers factors such as industry, business model, product type, and revenue size of companies for the peer group. The fiscal year 2025 peer group consisted of the following companies:
Peer Group and Competitive Market Data
| • 10x Genomics, Inc. | • Mettler-Toledo International, Inc. | | • Azenta, Inc. | • Maravai LifeScience Holdings, Inc. | | • Bio-Rad Laboratories, Inc. | • Natera, Inc. | | • Bio-Techne Corporation | • NeoGenomics, Inc. | | • Bruker Corporation | • OraSure Technologies, Inc. | | • Charles River Laboratories, Inc. | • QuidelOrtho Corporation | | • Exact Sciences Corporation | • Repligen Corporation | | • Guardant Health, Inc. | • Sotera Health Company | | • IDEXX Laboratories, Inc. | • Waters Corporation | | • iRhythm Technologies, Inc. | |
Peer Group and Competitive Market Data
| Neogen Corporation | 2025 Proxy Statement | 31 |
Annual Incentive Compensation Plan (ICP)
Annual Incentive Compensation Plan (ICP) Fiscal year 2025 marks the second consecutive year that Neogen utilized a formulaic annual Incentive Compensation Plan, after previously using a discretionary annual bonus plan. The transition to a formulaic ICP that aligns with Neogen’s financial performance in the fiscal year was made to strengthen the pay-for-performance linkage within the compensation program as well as to be responsive to shareholder feedback. The ICP is intended to motivate and reward NEOs for achieving annual corporate goals that require both financial and operational performance. Under the plan established for fiscal year 2025, our NEOs had the opportunity to earn a cash payment based on Company financial performance measured over the period from June 1, 2024 to May 31, 2025. The ICP for fiscal year 2025 was based on the following metrics:
Annual Incentive Compensation Plan (ICP)
| Neogen Corporation | 2025 Proxy Statement | 32 |
Annual Incentive Compensation Plan (ICP)
| Performance Metrics | Weighting | Rationale for Inclusion | | Revenue | 50% | Encourages focus on top-line growth through increased sales and customer acquisition, by way of developing, manufacturing, and marketing of a diverse line of products and services | | Adjusted EBITDA(1) | 30% | Encourages focus on profitability and core operational performance by removing certain items that impact comparison of the performance of our business either period-over-period or with other businesses | | Free Cash Flow(2) | 20% | Encourages focus on generating cash for reinvestment, debt repayment and stockholder returns after covering operating expenses and capital expenditures |
Annual Incentive Compensation Plan (ICP)
Adjusted earnings before interest, taxes, depreciation, and amortization; as externally reported (non-GAAP measure). (2) Net cash provided by operating activities less expenditures for property, plant and equipment; non-GAAP measure. In addition to the formulaic measures, the Compensation Committee retains discretion under the Personal Performance Modifier (PPF) to adjust the formulaically determined awards by 0 – 150% (or exercise negative or positive discretion), noting that the final award may not exceed 250% of an individual’s target award. The fiscal year 2025 ICP set forth threshold, target, and maximum award levels for each NEO as a percentage of their base salaries as follows, with performance between threshold and target, or target and maximum calculated using linear interpolation:
Annual Incentive Compensation Plan (ICP)
| Name | Threshold | Target | Maximum(1) | | John E. Adent | 50% | 100% | 200% | | Douglas E. Jones | 30% | 60% | 120% | | David Naemura | 50% | 100% | 200% | | Amy Rocklin | 25% | 50% | 100% |
Annual Incentive Compensation Plan (ICP)
(1) As noted above, maximum could be increased to 2.5x of each individual’s Target based upon the PPF. The Company performance targets under the fiscal year 2025 ICP as well as actual fiscal year 2024 performance are set forth below:
Annual Incentive Compensation Plan (ICP)
| Ranges Established Under Fiscal Year 2025 ICP | | | | | | Performance Metrics | Threshold | Target | Maximum | Actual | | Revenue | $900M | $960M | $1,020M | $895M | | Adjusted EBITDA | $202M | $235M | $268.0M | $184M | | Free Cash Flow | $42M | $74M | $107M | ($46M) |
Annual Incentive Compensation Plan (ICP)
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Annual Incentive Compensation Plan (ICP)
Performance-based ICP awards paid in fiscal year 2026 related to fiscal year 2025 performance were as follows:
Annual Incentive Compensation Plan (ICP)
| Name | Target Value | Actual Payment | Percentage of Target | Percentage of Base Salary | | John E. Adent | $810,000 | $0 | 0% | 0% | | Douglas E. Jones. | 72,000 | 0 | 0% | 0% | | David H. Naemura | 650,000 | 0 | 0% | 0% | | Amy M. Rocklin | 227,500 | 0 | 0% | 0% |
Annual Incentive Compensation Plan (ICP)
(1) Mr. Jones’ target award value for fiscal year 2025 was prorated to reflect his eligibility through February 28, 2025, the date he transitioned out of the Chief Operating Officer role. For fiscal year 2025 the overall financial results were 0% of target as threshold performance was not met for any of the three metrics that were established at the beginning of fiscal year 2025. The Compensation Committee did not exercise any discretion under the PPF to award any discretionary bonus. As a result, no bonuses were provided to any NEO pursuant to the fiscal year 2025 ICP, as illustrated in the table above
Long-Term Incentive (LTI) Compensation
Long-Term Incentive (LTI) Compensation In fiscal year 2025 we used a balanced approach with our equity compensation and granted a combination of both time-based RSUs and stock options. The fiscal year 2025 equity awards were approved prior to the results of the 2024 say-on-pay vote, which we subsequently took into account to make certain adjustments to the design of our fiscal year 2026 equity compensation grants, as further described below under “Fiscal Year 2026 LTI Compensation Decisions”. The objectives of our long-term incentive compensation program 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. Fiscal year 2025 LTI compensation was granted as follows:
Long-Term Incentive (LTI) Compensation
| LTI Vehicle | Terms | Weighting for NEOs | | Restricted Stock Units (RSUs)(1) | 3-year ratable vesting | CEO 30%; Other NEOs 40% | | Stock Options(2) | 3-year ratable vesting; 7-year term | CEO 70%; Other NEOs 60% |
Long-Term Incentive (LTI) Compensation
(1) RSUs are intended to promote retention, while also subjecting our NEOs to the same market fluctuations as our stockholders (2) Stock options are intended to provide value to our NEOs only if the stock price increases over the price at which they are granted, which is the market price of our common stock on the grant date. Annual RSU and stock option grants to executives and other eligible employees are approved annually by the Compensation Committee, with grants to the CEO being subject to further approval 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, the Committee reviews information on grants made over
Long-Term Incentive (LTI) Compensation
| Neogen Corporation | 2025 Proxy Statement | 34 |
Long-Term Incentive (LTI) Compensation
the past three years and the accumulated value of all outstanding stock option and RSU awards held by each executive officer. Annual awards of equity are typically made in August, although occasional off-cycle grants may be made to select new hires or in connection with promotions. The annual LTI award for fiscal year 2025 was made in August 2025; however, an additional grant was made to Mr. Naemura in January 2025, as noted in the footnotes to the table below. All fiscal year 2025 RSU and stock option 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 target LTI award value for each of the NEOs in fiscal year 2025 as compared to fiscal year 2024:
Long-Term Incentive (LTI) Compensation
| Name | Fiscal Year 2025 LTI Value | | | Fiscal Year 2024 LTI Value | | | % Change(2) | | | RSUs | Stock Options | Total | RSUs | Stock Options | Total | | | John E. Adent | $1,800,000 | $4,200,000 | $6,000,000 | $1,800,000 | $4,200,000 | $6,000,000 | 0% | | Douglas E. Jones | $720,000 | $1,080,000 | $1,800,000 | $720,000 | $1,080,000 | $1,800,000 | 0% | | David Naemura (1) (2) | $836,400 | $1,254,600 | $2,091,000 | $720,000 | $1,080,000 | $1,800,000 | 16% | | Amy Rocklin (2) | $520,000 | $780,000 | $1,300,000 | $440,000 | $660,000 | $1,100,000 | 18% |
Long-Term Incentive (LTI) Compensation
(1) The fiscal year 2024 LTI value excludes a special retention grant of performance options made to Mr. Naemura in October 2023 with an aggregate value of $2,200,000 (2) Mr. Naemura’s fiscal year 2025 LTI value was adjusted on January 1, 2025 to reflect the additional role of Chief Operating Officer he assumed effective January 1, 2025. A prorated portion of the increase in annualized value was granted on January 16, 2025. Ms. Rocklin’s LTI target value was adjusted for the fiscal year 2025 annual grant to more closely align with the peer group median compensation. The table below shows the number of stock options granted to each of the NEOs in fiscal year 2025.
Long-Term Incentive (LTI) Compensation
| Name | Number of Options Granted | Compensation Cost Recognized for Option Grants (1) (2) | | John E. Adent | 784,636 | $4,200,000 | | Douglas E. Jones | 201,764 | 1,080,000 | | David H. Naemura | 246,914 | 1,254,600 | | Amy M. Rocklin | 145,718 | 780,000 |
Long-Term Incentive (LTI) Compensation
(1) Represents the aggregate grant date fair value of each stock option granted in fiscal year 2025, 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.
Long-Term Incentive (LTI) Compensation
| Black-Scholes Model Assumptions (1) | 2025 | 2024 | 2023 | 2022 | 2021 | | Risk-free interest rate | 3.71% - 4.44% | 4.7% | 3.3% | 0.4% | 0.2% | | Expected dividend yield | 0% | 0% | 0% | 0% | 0% | | Expected stock price volatility | 37.67% - 38.48% | 37.3% | 34.0% | 32.8% | 31.3% | | Expected option life | 3.4 years | 4.5 years | 4.5 years | 3.1 years | 3.3 years |
Long-Term Incentive (LTI) 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.
Long-Term Incentive (LTI) Compensation
| Neogen Corporation | 2025 Proxy Statement | 35 |
Long-Term Incentive (LTI) Compensation
The table below shows the number of RSUs granted to each of the NEOs in fiscal year 2025.
Long-Term Incentive (LTI) Compensation
| Name | Number of RSUs Granted | Compensation Cost Recognized for RSU Grants (1) | | John E. Adent | 107,207 | $1,800,000 | | Douglas E. Jones | 42,883 | 720,000 | | David H. Naemura | 52,917 | 836,400 | | Amy M. Rocklin | 30,971 | 520,000 |
Long-Term Incentive (LTI) Compensation
(1) Compensation cost is calculated as the closing market price on the grant date ($16.79 on August 15, 2024) 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. Mr. Naemura’s January 16, 2025 prorata grant as a result of promotion was made as of the closing market price on the grant date ($11.60 on January 16, 2025) multiplied by the number of RSUs granted.
Fiscal Year 2026 Compensation Decisions
Fiscal Year 2026 Compensation Decisions Following the 2024 say-on-pay shareholder vote, which did not receive majority shareholder support, the Board engaged with shareholders and conducted a thorough review of our executive compensation program. In response to the feedback received, we enhanced our LTI plan by introducing performance share units (PSUs) beginning in fiscal year 2026. The PSUs are designed to strengthen the alignment between executive pay and long-term company performance by tying the payout of awards to the achievement of rigorous, multi-year performance goals. On August 15, 2025, the Company granted PSUs to its executives representing a value equal to 50% of the executive’s total fiscal 2026 award value. Each PSU represents the right to receive one share of the Company’s common stock based on the actual performance by the Company over a three-year performance period consisting of fiscal years 2026, 2027, and 2028 (the “Performance Period”) on the following three metrics as compared to targets established by the Company:
Fiscal Year 2026 Compensation Decisions
Threshold performance against the target metrics will result in a 50% payout of the target PSUs, maximum performance will result in a 200% payout of the target PSUs, and performance between those performance levels will result in an award determined based on straight line interpolation. As a result, the maximum number of shares of the Company’s common stock that may be issuable for each PSU award is equal to 200% of the target number of PSUs. In addition, each PSU award will be subject to a modifier based on the Company’s relative total shareholder return (rTSR) over the Performance Period compared to a peer group comprised of the companies within the S&P 600 Healthcare Equipment & Services. The rTSR modifier provides for a 20% increase to the earned PSUs if our relative TSR performance is at or above the 75th percentile of the peer group (subject to the overall maximum award equal to 200% of target) or a 20% decrease to the PSUs earned if our relative TSR performance is below the 25th percentile of the peer group. There will be no modification to the number of earned PSUs if our relative TSR performance is at least equal to the 25th percentile but less than the 75th percentile of the peer group. To the extent any PSUs are actually earned by the executive based on Company performance over the Performance Period, shares of the Company’s common stock will be issued to the executive as soon as practicable and will be fully-vested upon issuance. Until such time that shares are issued upon the settlement of PSUs, if any, the PSUs do not entitle the executives to any ownership interest in any shares or any rights of a shareholder with respect to the PSUs.
Fiscal Year 2026 Compensation Decisions
The balance of each executive’s fiscal year 2026 LTI award was made in the form of stock options with three-year ratable vesting. 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, all of which are provided 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 offers 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.
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 Company’s acquisition of 3M’s food service division, 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.
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 equity 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, mid-August of each year, following the release of the Company’s financial results for its prior fiscal year. As a result, these grants typically are made at a time when possession of material nonpublic information is less likely and after year-end financial results have been released to the market. As a result of Mr. Jones’ retirement as Chief Operating Officer in early 2025 and the subsequent expansion of Mr. Naemura’s role as Chief Financial Officer and to include the Chief Operating Officer role, Mr. Naemura was granted a prorated equity grant aligned to his new compensation package. This prorated award comprised of both RSUs and stock options in line with the equity mix of his fiscal year 2025 annual equity grant: and was granted on January 16, 2025, one business day after the Company filed its quarterly report on Form 10-Q for the second fiscal quarter of fiscal 2025 on January 15, 2025. The table below shows information about this option grant to Mr. Naemura, including the decrease in the closing market price of our stock between the trading day immediately prior to filing that quarterly report (January 14, 2025) and the trading day immediately after filing that quarterly report (January 16, 2025).
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 in the Closing Market Price between 1/14/2025 and 1/16/2025 | | David H. Naemura | 1/16/2025 | 45,150 | $11.60 | $174,600 | (6.6)% |
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 incentivize 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 reasonably 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. The compensation mix also is balanced across cash payments and equity awards.
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-in-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.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary (1) | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation (3) | Total | | John E. Adent | 2025 | $810,000 | $1,800,000 | $4,200,000 | — | $14,891 | 6,824,891 | | (Former) President & Chief Executive Officer | 2024 | 803,077 | 1,800,000 | 4,200,000 | 405,000 | 13,275 | 7,221,352 | | | 2023 | 671,100 | 1,200,000 | 2,800,000 | 637,500 | 16,574 | 5,325,174 | | Douglas E. Jones (4) | 2025 | 464,322 | 720,000 | 1,080,000 | — | 12,139 | 2,276,461 | | Chief Operating Officer (Retired) | 2024 | 522,035 | 720,000 | 1,080,000 | 154,440 | 22,030 | 2,498,505 | | | 2023 | 456,000 | 493,126 | 739,670 | 252,450 | 966 | 1,942,212 | | David H. Naemura (5) | 2025 | 571,500 | 836,400 | 1,254,600 | — | 17,681 | 2,680,181 | | Chief Financial Officer & Chief Operating Officer | 2024 | 527,308 | 720,000 | 3,280,000 | 260,000 | 23,343 | 4,810,651 | | | 2023 | 228,846 | 600,000 | 900,000 | 250,000 | 297 | 1,979,143 | | Amy M. Rocklin | 2025 | 447,694 | 520,000 | 780,000 | — | 20,073 | 1,767,767 | | Chief Legal & | 2024 | 451,748 | 440,000 | 660,000 | 110,725 | 2,230 | 1,664,703 | | Compliance Officer | 2023 | 380,500 | 360,000 | 540,000 | 182,750 | 966 | 1,464,216 |
Summary Compensation Table
(1) Amount represents actual salary amounts, paid throughout fiscal year 2025. (2) Calculations use grant-date fair value based on Codification Topic 718 for stock option and RSU grants for the 2025, 2024, and 2023 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. Jones retired as COO effective February 28, 2025, but continues in a part-time capacity providing transition support through December 31, 2025. (5) Mr. Naemura joined the Company in November 2022.
Grants of Plan-Based Awards in the 2025 Fiscal Year
Grants of Plan-Based Awards in the 2025 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, 2025, pursuant to our compensation plans.
Grants of Plan-Based Awards in the 2025 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 | 8/15/24 | — | $810,000 | $1,620,000 | 107,207 | 784,636 | $16.79 | $6,000,000 | | Douglas E. Jones | 8/15/24 | — | 72,000 | 144,000 | 42,883 | 201,764 | 16.79 | 1,800,000 | | David H. Naemura | 8/15/24 | — | 650,000 | 1,300,000 | 42,883 | 201,764 | 16.79 | 1,800,000 | | | 1/16/2025 | | | | 10,034 | 45,150 | 11.60 | 291,000 | | Amy M. Rocklin | 8/15/24 | — | 227,500 | 455,000 | 30,971 | 145,718 | 16.79 | 1,300,000 |
Grants of Plan-Based Awards in the 2025 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. 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.”
Grants of Plan-Based Awards in the 2025 Fiscal Year
| Neogen Corporation | 2025 Proxy Statement | 41 |
Outstanding Equity Awards at May 31, 2025
Outstanding Equity Awards at May 31, 2025 The following table sets forth information regarding unexercised options and outstanding RSUs that were held by the NEOs as of May 31, 2025.
Outstanding Equity Awards at May 31, 2025
| | 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 | 10/6/2020 | 123,004 | 30,750 | 34.15 | 11/6/2025 | 10/6/2020 | 2,816 | $16,502 | | (Former) President & Chief Executive Officer | 10/12/2021 | 90,209 | 60,143 | 40.85 | 11/12/2026 | 10/12/2021 | 6,127 | 35,904 | | | 4/25/2022 | 51,533 | 34,357 | 28.40 | 5/25/2027 | 4/25/2022 | 4,226 | 24,764 | | | 10/6/2022 | 416,665 | 208,336 | 13.28 | 10/6/2029 | 10/6/2022 | 30,120 | 176,503 | | | 10/26/2023 | 232,750 | 465,501 | 15.48 | 10/26/2030 | 10/26/2023 | 77,519 | 454,261 | | | 8/15/2024 | — | 784,636 | 16.79 | 8/15/2031 | 8/15/2024 | 107,207 | 628,233 | | | | 914,161 | 1,583,723 | | | | | 1,336,168 | | Douglas E. Jones | 10/6/2020 | 15,814 | 3,954 | 34.15 | 11/6/2025 | 10/6/2020 | 562 | 3,293 | | Chief Operating Officer (Retired) | 10/12/2021 | 14,830 | 9,887 | 40.85 | 11/12/2026 | 10/12/2021 | 1,567 | 9,183 | | | 4/25/2022 | 13,251 | 8,835 | 28.40 | 5/25/2027 | 4/25/2022 | 1,690 | 9,903 | | | 10/6/2022 | 110,070 | 55,035 | 13.28 | 10/6/2029 | 10/6/2022 | 12,378 | 72,535 | | | 10/26/2023 | 59,850 | 119,700 | 15.48 | 10/26/2030 | 10/26/2023 | 31,008 | 181,707 | | | 8/15/2024 | — | 201,764 | 16.79 | 8/15/2031 | 8/15/2024 | 42,883 | 251,294 | | | | 213,815 | 399,175 | | | | | 527,916 | | David H. Naemura | 11/28/2022 | 114,942 | 57,471 | 15.49 | 11/28/2029 | 11/28/2022 | 12,912 | 75,664 | | Chief Financial Officer & Chief Operating Officer | 10/26/2023 | 185,167 | 374,130 | 15.48 | 10/26/2030 | 10/26/2023 | 31,008 | 181,707 | | | 8/15/2024 | — | 201,764 | 16.79 | 8/15/2031 | 8/15/2024 | 42,883 | 251,294 | | | 1/16/2025 | — | 45,150 | 11.60 | 1/16/2032 | 1/16/2025 | 10,034 | 58,799 | | | | 300,109 | 678,515 | | | | | 567,465 | | Amy M. Rocklin | 10/12/2021 | 5,561 | 3,708 | 40.85 | 11/12/2026 | 10/12/2021 | 588 | 3,446 | | Chief Legal & Compliance Officer | 4/25/2022 | 8,834 | 5,890 | 28.40 | 5/25/2027 | 4/25/2022 | 1,127 | 6,604 | | | 10/6/2022 | 80,358 | 40,179 | 13.28 | 10/6/2029 | 10/6/2022 | 9,036 | 52,951 | | | 10/26/2023 | 36,575 | 73,150 | 15.48 | 10/26/2030 | 10/26/2023 | 18,949 | 111,041 | | | 8/15/2024 | — | 145,718 | 16.79 | 8/15/2031 | 8/15/2024 | 30,971 | 181,490 | | | | 131,328 | 268,645 | | | | | 355,532 |
Outstanding Equity Awards at May 31, 2025
(1) Options granted in fiscal years 2019 through 2022 vest ratably over five years. Options granted in fiscal years 2023 through 2025 vest ratably over three years. (2) RSUs granted in fiscal years 2021 and 2022 vest ratably over five years. RSUs granted in fiscal years 2023 through 2025 vest ratably over three years. Based upon the closing price of our Common Stock on May 31, 2025, of $5.86.
Outstanding Equity Awards at May 31, 2025
| Neogen Corporation | 2025 Proxy Statement | 42 |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 This table sets forth information with respect to RSUs held by the NEOs that vested during fiscal year 2025. No options were exercised during fiscal year 2025.
Option Exercises and Stock Vested in Fiscal Year 2025
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | John E. Adent | 55,115 | $773,638 | | Douglas E. Jones | 21,274 | 300,904 | | David H. Naemura | 16,594 | 231,651 | | Amy M. Rocklin | 13,895 | 195,212 |
Option Exercises and Stock Vested in Fiscal Year 2025
(1) Represents the closing price of our common stock on the vesting date.
No Pension Benefits
No Pension Benefits The Company sponsors no defined benefit plans, therefore, none of the NEOs participates in a defined benefit plan sponsored by the Company.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Aggregate Balance at Prior Fiscal Year End | Executive Contributions in Fiscal Year | Aggregate Earnings in Fiscal Year | Aggregate Withdrawals / Distributions | Aggregate Balance at Fiscal Year End | | John E. Adent | $155,271 | $368,239 | $25,731 | $- | $549,241 | | Douglas E. Jones | 39,202 | 60,267 | 5,477 | - | 104,946 | | David H. Naemura | - | - | - | - | - | | Amy M. Rocklin | 34,813 | 82,655 | 8,119 | - | 125,587 |
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.
Potential Payments Upon Termination or Change-of-Control
| Neogen Corporation | 2025 Proxy Statement | 43 |
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, 2025, and (2) the NEO’s employment was terminated for Good Reason or without Cause as of May 31, 2025 in a situation where a Change-of-Control of the Company had occurred in the 12 months ending May 31, 2025:
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 | $2,459,078 | $3,795,245 | | Douglas E. Jones | N/A (2) | N/A (2) | | David H. Naemura | 1,333,299 | 1,900,764 | | Amy M. Rocklin | 691,945 | 1,047,478 |
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, 2025. 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. (2) Mr. Jones retired as COO effective February 28, 2025. 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. In April 2025, the Company and Mr. Adent entered into a transition agreement as part of his announcement that he was stepping down from the Company. At the end of Mr. Adent’s transition on October 31, 2025, Mr. Adent will be entitled to receive the severance compensation and benefits provided under and on terms substantially consistent with his current severance letter agreement, consistent with a termination without cause, subject to him signing the waiver and release of claims against the Company and otherwise meeting the conditions of the severance letter agreement.
Potential Payments Upon Termination or Change-of-Control
| Neogen Corporation | 2025 Proxy Statement | 44 |
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 2025, 2024, 2023, 2022, and 2021.
Pay Versus Performance (PVP) Table
Pay Versus Performance (PVP) Table
Pay Versus Performance (PVP) Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal 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 (Loss) Income (in millions) | Adjusted EBITDA (Company Selected Measure) (in millions) | | 2025 | $6,824,891 | $(457,682) | $2,241,470 | $90,305 | 16.5 | 102.8 | $(1,092.0) | $184.2 | | 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 |
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.
CEO SCT Total to CAP Reconciliation
| Fiscal Year | SCT Total | Reported Value of Equity Awards | Equity Award Adjustments(a) | Compensation Actually Paid | | 2025 | $6,824,891 | $6,000,000 | (1,282,573) | $(457,682) | | 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 |
Average Other NEOs SCT Total to CAP Reconciliation
| Fiscal Year | SCT Total | Reported Value of Equity Awards | Equity Award Adjustments(a) | Compensation Actually Paid | | 2025 | $2,241,470 | $1,730,333 | $(420,831) | $90,305 | | 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 |
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 five fiscal years beginning with 2021. As shown in the graph, the CAP to the CEO declined in 2022 and increased in 2023 before declining again in 2024 and 2025. 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, before declining in 2025.
2. Compensation Actually Paid (CAP) versus Neogen TSR
| Neogen Corporation | 2025 Proxy Statement | 49 |
CEO Pay Ratio
CEO Pay Ratio
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, 2025, 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 Statement. We annualized the total compensation for any employee on the payroll at May 31, 2025, who was not employed for all of fiscal year 2025. 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 year 2025 were reasonably estimated as follows: • The median of the total annual compensation for all of our employees, excluding Mr. Adent, was $50,602; • Mr. Adent’s total compensation was $6,824,891; • The ratio of Mr. Adent’s compensation to the compensation of the median employee was 135:1. The pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to the ratio reported by other companies.
CEO Pay Ratio
| Neogen Corporation | 2025 Proxy Statement | 52 |
Director Compensation
Director Compensation
Director Compensation
Director Compensation This table sets forth information regarding compensation paid during fiscal 2025 to directors who were not employees.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards ($) | Total | | Thierry L. Bernard | $64,167 | $81,150 | $81,150 | 226,467 | | William T. Boehm, Ph.D. | 82,500 | 82,500 | 82,500 | 247,500 | | James C. Borel | 127,500 | 82,500 | 82,500 | 292,500 | | 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 | 80,000 | 82,500 | 82,500 | 245,000 | | Catherine E. Woteki, Ph.D. | 77,500 | 82,500 | 82,500 | 242,500 |
Director Compensation
(1) Calculations use grant-date fair value based on Codification Topic 718 for the fiscal year 2025 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.” See disclosure below for more information about these equity awards. The outstanding equity awards held by each non-employee director as of May 31, 2025, were:
Director Compensation
| | Outstanding at May 31, 2025 | | | Name | RSU Awards | Option Awards | | Thierry L. Bernard | 5,620 | 17,207 | | William T. Boehm, Ph.D. | 11,699 | 77,536 | | James C. Borel | 11,699 | 78,870 | | Jeffrey D. Capello | 11,699 | 50,785 | | Ronald D. Green, Ph.D. | 11,699 | 78,870 | | Aashima Gupta | 11,699 | 78,870 | | Raphael A. Rodriguez | 11,699 | 57,536 | | James P. Tobin | 11,699 | 78,870 | | Catherine E. Woteki, Ph.D. | 11,699 | 57,536 |
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.
Director Compensation
| Neogen Corporation | 2025 Proxy Statement | 53 |