DEF 14A of Phibro Animal Health Corp
Filed Sep 19, 2025 · FY20250001104659-25-091650
PROPOSAL ONE — ELECTION OF CLASS III DIRECTORS
PROPOSAL ONE — ELECTION OF CLASS III DIRECTORS
General
General Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of nine members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Our amended and restated certificate of incorporation authorizes our Board of Directors to fill vacancies on our Board of Directors until the next annual meeting of stockholders at which the directors of the class in which such vacancy occurred will be elected. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.
Nominees
Nominees Three Class III Directors have been nominated for election for a three-year term expiring at our 2028 annual meeting. Our Board of Directors has approved and nominated Jack C. Bendheim, Alejandro Bernal and E. Thomas Corcoran for election as the three Class III Directors. The term of office of each person elected as a Class III Director will continue until such director’s term expires in 2028, or until such director’s successor has been duly elected and qualified.
Information Regarding the Nominees and other Directors
Information Regarding the Nominees and other Directors
Nominees for Class III Directors for a Term Expiring in 2028
Nominees for Class III Directors for a Term Expiring in 2028
Nominees for Class III Directors for a Term Expiring in 2028
| Name | Age | Principal Occupation and Business Experience | | Jack C. Bendheim | 78 | Mr. Bendheim is Chairman of our Board of Directors and serves as our President and Chief Executive Officer. Mr. Bendheim has served as our President since 1988 and he was also appointed Chief Executive Officer in March 2014. He has been a director since 1984. Mr. Bendheim joined us in 1969 and served as Chief Executive Officer from 1998 to 2002, as Chief Operating Officer from 1988 to 1998, as Executive Vice President and Treasurer from 1983 to 1988 and as Vice President and Treasurer from 1975 to 1983. Until 2017, Mr. Bendheim served on the Board of Directors of Empire Resources, Inc. Mr. Bendheim is also a past Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. In March 2025, Mr. Bendheim was named as President of HealthforAnimals, a global animal health association. HealthforAnimals’ members represent approximately 90% of the global market for veterinary pharmaceuticals, vaccines, diagnostics and other animal health products worldwide. Mr. Bendheim, together with certain other family members, is a manager of BFI Co., LLC (“BFI”), an investment vehicle of the Bendheim family, with respect to the economic rights pertaining to shares of our stock owned by BFI. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI. Mr. Bendheim is the father of Daniel M. Bendheim and Jonathan Bendheim. Mr. Bendheim is qualified to serve on our Board of Directors due to his many years of experience in the animal health industry and with our Company and his control over a majority of the voting rights in our common stock. |
Nominees for Class III Directors for a Term Expiring in 2028
| Name | Age | Principal Occupation and Business Experience | | Alejandro Bernal | 52 | Mr. Bernal has been a director since February 2023. Mr. Bernal also serves as a member of the Compensation Committee. Since July 2024, Mr. Bernal has also served as the Chief Executive Officer of Wedgewood Pharmacy, the largest US veterinary compounding pharmacy and provider of online pharmacy services based in Swedesboro, NJ. From January 2023 to April 2024, Mr. Bernal was the Chief Executive Officer of PetDx® – The Liquid Biopsy Company for Pets™, a company based in San Diego, CA, that focused on early detection of cancer using Next Generation Sequencing (NGS) technology. Prior to joining PetDx, Mr. Bernal was the President for Mars Veterinary Health International and Global Diagnostics, a global leader in pet food and veterinary health services, from March 2018 to December 2022. While at Mars, he was responsible for establishing and operating a network of over 600 veterinary hospitals outside North America and for Antech, a veterinary diagnostics company with over 70 reference labs in the U.S. Prior to Mars, Mr. Bernal worked 17 years for Zoetis Inc. (formerly Pfizer Animal Health, “Zoetis”). He was a member of the Executive Team for 10 years as Area President for Latin America, and then for Europe, Africa and Middle East, and Corporate Development. Mr. Bernal holds a Doctorate in veterinary medicine from Universidad de Caldas (Colombia), a Master’s Degree in Physiology from Texas A&M University (USA), and an MBA from Universidad de los Andes (Colombia) and Manchester Business School (UK). Mr. Bernal is qualified to serve on our Board of Directors due to his extensive management and leadership experience in all facets of the animal health industry, including in corporate strategy and business development. | | E. Thomas Corcoran | 78 | Mr. Corcoran has been a director since May 2008. Mr. Corcoran also serves as Chair of the Audit Committee. Mr. Corcoran joined Fort Dodge Animal Health, a division of Wyeth, Inc., as its President in 1985. Wyeth was a research-based corporation with businesses focused on human health and animal health. Mr. Corcoran served on the Management, the Operations, the Legal, and the Human Resources and Benefits committees of Wyeth until his retirement in March 2008. From 2008 until 2010, Mr. Corcoran was a member of the Board of Directors of AHI, Inc., a veterinary distribution company. From 2010 until 2016, Mr. Corcoran was a director of Putney, Inc., a pet pharmaceutical company. Mr. Corcoran also served as the Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. Since 2009, Mr. Corcoran has served on the Board of Trustees of the University of South Alabama, where he is Chairman of the Finance and Budget committee. | | | | Mr. Corcoran is a recipient of the Animal Pharm Lifetime Achievement Award, the Banfield Industry Leadership Award, the Lifetime Achievement Award from the American Veterinary Distributors Association and the Industry Leadership Award from the Kansas City Animal Health Corridor. Mr. Corcoran is a recipient of the Distinguished Alumni Award from the University of South Alabama. Mr. Corcoran is qualified to serve on our Board of Directors due to his extensive experience and executive leadership in the animal health industry. |
Incumbent Class I Directors, Whose Terms Expire in 2026
Incumbent Class I Directors, Whose Terms Expire in 2026
Incumbent Class I Directors, Whose Terms Expire in 2026
| Name | Age | Principal Occupation and Business Experience | | Daniel M. Bendheim | 53 | Mr. Bendheim serves as a member of our Board of Directors and is our Executive Vice President, Corporate Strategy. Mr. Bendheim joined us in 1997. He was appointed Vice President of Business Development in 2001 and was later appointed President, Performance Products in 2004, and then Executive Vice President, Corporate Strategy in March 2014. He was elected as a director of Phibro in November 2013. Prior to joining us, Mr. Bendheim worked as an analyst at South Coast Capital, a boutique investment bank. Mr. Bendheim obtained a B.A. degree in political science with honors from Yeshiva University in 1993 and a J.D. degree with honors from Harvard Law School in 1996. Mr. Bendheim is a son of Jack C. Bendheim and, together with certain other family members, is a manager of BFI with respect to certain economic rights pertaining to shares of our stock owned by BFI. Mr. Bendheim is qualified to serve on our Board of Directors due to his extensive management experience in all facets of the animal health, mineral nutrition and performance products businesses during his tenure with the Company and his management role within BFI. | | Jonathan Bendheim | 49 | Mr. Bendheim serves as a member of our Board of Directors and was appointed to the role of Senior Vice President, Global Technology and Talent in September 2024. Previously, Mr. Bendheim served as President of our MACIE Region (which consists of the Middle East, Africa, the Commonwealth of Independent States, India and Europe) and was the general manager of our operating plants in Israel and Ireland. Mr. Bendheim will continue to oversee his commercial responsibilities as head of the MACIE region until a successor is appointed. Mr. Bendheim will retain operational responsibility for MACIE manufacturing and R&D operations, and Phibro’s global aquaculture business. | | | | Mr. Bendheim joined Phibro in 2001 as a Manager for logistics and supply chain. In 2005, Mr. Bendheim was appointed Vice President of Sales and Business Development for our Israel operations. In 2008, he led the acquisition of Abic Biological Laboratories from Teva, and in 2009, he was appointed the Managing Director of our operations in Israel. In 2011, his responsibilities were expanded to include oversight of all sales activities in the MACIE Region. Mr. Bendheim led the establishment of Phibro’s global aquaculture business in 2014. | | | | Mr. Bendheim holds a B.A. degree in political science from Yeshiva University and an MBA from Columbia Business School. Mr. Bendheim is a son of Jack C. Bendheim. Mr. Bendheim is qualified to serve on our Board of Directors due to his extensive management experience in all facets of Phibro’s animal health and nutrition businesses during his tenure with the Company. |
Incumbent Class I Directors, Whose Terms Expire in 2026
| Name | Age | Principal Occupation and Business Experience | | Sam Gejdenson | 77 | Mr. Gejdenson has been a director of Phibro since January 2004 and is a member of our Audit Committee and our Compensation Committee. Mr. Gejdenson is the Chair of our Compensation Committee. Since 2001, Mr. Gejdenson has been involved in international trade through his own company, Sam Gejdenson International, where he has worked with various multi-national clients on projects in Europe, Asia and Africa. Mr. Gejdenson presently serves on the board of the National Democratic Institute and was formerly a Commissioner on the U.S. Commission for International Religious Freedom. From 1981 to 2001, Mr. Gejdenson served eastern Connecticut as a Congressman in the U.S. House of Representatives where he was the senior Democrat on the House International Relations Committee. In 1974, he was elected to the Connecticut House of Representatives, serving two terms. He received an A.S. degree from Mitchell College in New London, Connecticut in 1968 and a B.A. from the University of Connecticut in Storrs, Connecticut in 1970. Mr. Gejdenson is qualified to serve on our Board of Directors due to his understanding of our business from his service on our Board and his extensive knowledge of global business and governments around the world. |
Incumbent Class II Directors, Whose Terms Expire in 2027
Incumbent Class II Directors, Whose Terms Expire in 2027
Incumbent Class II Directors, Whose Terms Expire in 2027
| Name | Age | Principal Occupation and Business Experience | | Joyce J. Lee | 53 | Ms. Lee has been a director since January 2025. Ms. Lee most recently served as President of Cobb Vantress, LLC, a premier genetics company dedicated to feeding the world through responsible genetic innovation. Before joining Cobb Vantress, Ms. Lee held executive positions at Elanco, Bayer Animal Health, and Zoetis. Her extensive experience includes executive, global, regional, and country-level leadership roles in publicly held companies. Ms. Lee has led diverse commercial and global functions throughout her career, including global genetics production, general management, strategy, sales, marketing, outcomes research, R&D, engineering, manufacturing, and information technology. Her significant contributions to the animal health industry were recognized in 2018 when she received the prestigious Feather in Her Cap Award. Additionally, Ms. Lee has served as a board member on the corporate governance and nomination committee for over two years and on an audit committee for more than five years at a publicly traded company. Ms. Lee holds a Bachelor's Degree in Business Administration from Baylor University and MBA in Healthcare Administration from Jackson University. Ms. Lee is qualified to serve on our Board of Directors based on her operational expertise, industry knowledge, and public company governance experience. | | Mary Lou Malanoski | 68 | Ms. Malanoski has been a director since May 2004. Ms. Malanoski is the Chief Financial Officer of S2K Partners Co. LLC and was the Chief Financial Officer of its predecessor entities, S2K Financial Holdings LLC and S2K Partners Holdings LLC, beginning in April 2016. | | | | Ms. Malanoski serves on the board of directors, is the Chairperson of the audit committee of Getty Realty Corp., a real estate investment trust specializing in convenience stores, gasoline stations and related properties. In addition to her understanding of our business from her service on our Board of Directors, Ms. Malanoski brings to our Board substantial management, finance and investment banking experience. |
Incumbent Class II Directors, Whose Terms Expire in 2027
| | | Previously, Ms. Malanoski was an independent financial consultant from April 2015 until March 2016 and served as the acting Chief Financial Officer of Nina McLemore, LLC from June 2015 until December 2015. Ms. Malanoski served as Vice Chair and Chief Operating Officer at Morgan Joseph TriArtisan Group, Inc., an investment bank focused on mid-market companies, from March 2012 to March 2015. She joined Morgan Joseph TriArtisan Group, Inc. in July 2001 as a Managing Director and Chief Financial Officer, became Co-Head of Investment Banking in 2008, and served as Head of Investment Banking from March 2009 through March 2012. Ms. Malanoski also served on the board of directors of Morgan Joseph TriArtisan Group, Inc. from 2008 to 2021. From 1994 until 2001, Ms. Malanoski served as Managing Director and Chief Financial Officer of New Street Advisors LP, a private equity firm that she co-founded. Prior to 1994, Ms. Malanoski was a Managing Director at New Street Capital, the successor to the reorganized Drexel Burnham Lambert, where she began her career in the Corporate Finance Department. | | Carol A. Wrenn | 64 | Ms. Wrenn has been a director since July 2010. Ms. Wrenn also serves as a member of the Audit Committee and the Compensation Committee. She is currently the sole owner of Aurora Borealis LLC, which operates online retail businesses. She was the founder and owner of Whitewater Advisors LLC, which provided consulting services to small businesses from 2017 through 2020. She was also the founder and owner of Sky River Helicopters, LLC, a company that provided helicopter charters, tours, commercial services, and lessons, from January 2010 until September 2015. She previously served as an Executive Vice President and the President of the Animal Health Division at Alpharma Inc., a human and animal pharmaceutical company, from November 2001 to June 2009. From April 2007 to April 2009, Ms. Wrenn also held the position of Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. | | | | From January 2002 to June 2009, she was an active member of the board of directors of the International Federation of Animal Health. Prior to joining Alpharma, Ms. Wrenn held various executive positions at Honeywell International Inc. (formerly AlliedSignal Inc.) from 1984 to 2001. She served as Business Director of Honeywell’s Refrigerants, Fluorine Products Division from 2000 to 2001 and was the Commercial Director and Managing Director of Honeywell’s European Fluorochemical operations based in Haasrode, Belgium from 1997 to 2000. Ms. Wrenn also held a number of positions in sales, marketing, business development and finance during her tenure with AlliedSignal. Ms. Wrenn served as a director of Heska Corporation from January 2013 until May 2019. She holds a Bachelor’s Degree from Union College, an MBA from Lehigh University, and a DBA from California Southern University. Ms. Wrenn is qualified to serve on our Board of Directors due to her relevant industry and business experience. |
Incumbent Class II Directors, Whose Terms Expire in 2027
The election of directors requires a plurality vote of the combined voting power of our Class A common stock and Class B common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon, voting together as one class, to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “for” or “withhold” on each of the nominees for election as a director. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE CLASS III NOMINEES NAMED ABOVE.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees All members of our Board of Directors are responsible for screening and recommending nominees for election as directors, including nominees recommended by stockholders of Phibro. When making recommendations regarding nominees to the Board, the Board of Directors will consider advice and recommendations from stockholders, management and others as they deem appropriate, and will also take into account the performance of incumbent directors in determining whether to recommend them to stand for re-election at the annual meeting of stockholders. Phibro seeks Board members who have skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. Some of the factors that the Board of Directors will take into consideration when evaluating director candidates include: (i) the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual; (ii) the business or other relevant experience, skills and knowledge that the individual may have that will enable him or her to provide effective oversight of Phibro’s business; (iii) the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and (iv) the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his or her occupation and the number of boards of directors of other public companies on which he or she serves.
2025 Director Compensation
2025 Director Compensation The following table sets forth information regarding the amounts earned by or paid to our non-employee directors for their service as a director for the fiscal year ended June 30, 2025:
2025 Director Compensation
| | Fees earned | | | | or paid | | | Name | in cash ($) | Total ($) | | Alejandro Bernal | 50,000 | 50,000 | | E. Thomas Corcoran | 50,000 | 50,000 | | Sam Gejdenson | 60,000 | 60,000 | | Joyce J. Lee | 20,000 | 20,000 | | Mary Lou Malanoski | 40,000 | 40,000 | | Carol A. Wrenn | 60,000 | 60,000 |
2025 Director Compensation
For the year ended June 30, 2025, Alejandro Bernal, E. Thomas Corcoran, Sam Gejdenson, Joyce J. Lee, Mary Lou Malanoski and Carol A. Wrenn received compensation for their services on our Board of Directors. The non-employee members of the Board of Directors receive $40,000 annual cash compensation for their service as a director. The non-employee members of the Audit and Compensation Committees receive supplemental annual cash compensation of $10,000 for each committee on which they serve. We pay our directors on a quarterly basis. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as the protection provided by director and officer liability insurance provided by us. Other than as set forth above, no other compensation was paid to our non-employee directors for the year ended June 30, 2025. On August 26, 2025, the Compensation Committee approved an increase to the annual cash compensation paid to the non-employee members of the Board of Directors to $60,000. No adjustment was made to the supplemental cash compensation paid for service on either the Audit or Compensation Committees. Messrs. Jack C. Bendheim, Daniel M. Bendheim and Jonathan Bendheim serve on our Board of Directors and as President and Chief Executive Officer, Executive Vice President, Corporate Strategy, and Senior Vice President, Global Technology and Talent, respectively. Mr. Jonathan Bendheim served as President, MACIE Region & General Manager, Israel Operations until September 2024. None of Jack C. Bendheim, Daniel M. Bendheim or Jonathan Bendheim received any additional compensation for their service on our Board of Directors. As named executive officers, both Jack C. Bendheim’s and Daniel M. Bendheim’s compensation is fully reflected in the 2025 Summary Compensation Table below.
Oversight Responsibilities for Executive Compensation
| Compensation Committee | ● Establishes executive compensation philosophy ● Approves incentive compensation programs and performance goals for the annual management incentive plan (“MIP”) ● Approves all compensation actions for the NEOs, including any equity and non-equity incentive awards ● Committee members approve all compensation actions for the Chief Executive Officer (“CEO”) outside of the CEO’s presence | | CEO and Management | ● The CEO, in consultation with certain members of management, develops preliminary recommendations regarding compensation matters, other than for the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions ● Administers compensation programs once Compensation Committee decisions are finalized ● The CEO is not involved in any decision as to his own compensation |
Use of Market Data
Use of Market Data To obtain a broad view of competitive practices among industry peers and competitors for executive talent, management presents to the Compensation Committee data derived from the following national compensation surveys: Willis Towers Watson Compensation Survey, Mercer Life Sciences Survey and Mercer Executive Compensation Survey. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies. The survey data is used as a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the NEOs and as information on overall market practices. The Company’s philosophy is to provide base salary and variable cash compensation that is competitive with the median of the survey data, with appropriate adjustments above or below the median based on factors such as experience, time in role, individual contributions and accomplishments and market conditions.
Management Incentive Plan (MIP)
Management Incentive Plan (MIP) Our annual MIP is a cash-based program that rewards employees for achieving critical business and financial goals that are key indicators of ongoing operational performance that will drive stockholder value creation. Goals are established at the beginning of each fiscal year and are reviewed and approved by the Compensation Committee. Where minimum threshold performance targets are satisfied, annual incentive payments can range from 50% to 150% of the target award opportunity, based on performance relative to goals as determined by the Compensation Committee. The Compensation Committee reviews our target annual bonus opportunities each year to ensure they are competitive. The target annual incentive opportunity as a percent of annual base salary for each of our NEOs in our fiscal year ended June 30, 2025, was as follows:
Management Incentive Plan (MIP)
| | Fiscal year ended | | | | June 30, 2025 | | | | Target Annual | Fiscal year ended | | | Incentive as | June 30, 2025 | | | Percent of | Target Annual | | | Base Salary | Incentive | | | (%) | ($) | | Jack C. Bendheim | 50% | $1,221,300 | | Glenn David | 50% | $336,384 | | Larry L. Miller | 50% | $355,425 | | Daniel M. Bendheim | 50% | $287,500 | | Judith Weinstein | 50% | $250,000 |
Management Incentive Plan (MIP)
In conjunction with management, the Compensation Committee undertakes a review and analysis to establish annual performance goals under the MIP. The performance levels are intended to be aggressive but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The target performance goals align with our annual Company performance goals and may be modified by Compensation Committee assessment of individual performance. For our fiscal year ended June 30, 2025, the following were the goals and payout levels under the MIP applicable to Messrs. Jack C. Bendheim, David, Miller and Daniel M. Bendheim and for Ms. Weinstein:
Management Incentive Plan (MIP)
| | | | Payout Range | | Metric | Weighting | Rationale for Metric | (% of Target) | | Sales | 15% | Sales is reflective of top line performance and is a key metric for our investors. | 50% – 150% | | Adjusted EBITDA | 75% | Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for certain items including restructuring and acquisition related items, stock-based compensation costs and other unusual or non-operational items (Adjusted EBITDA) is reflective of our operating performance and is a key metric for our investors. | 50% – 150% | | Free Cash Flow(1) | 10% | Free cash flow, as used in determining payout levels under MIP, is associated with days of inventory and accounts receivable and is reflective of our ability to manage cash flow with a focus on streamlining working capital. | 50% – 150% |
Management Incentive Plan (MIP)
| (1) Free cash flow, as used above as a metric for determining goals and payout levels under the MIP, is differentiated from “free cash flow” as used in our financial earnings press releases filed with the SEC. As used in our financial earnings press releases, “free cash flow” equals cash flow from operating activities less capital expenditures. |
Management Incentive Plan (MIP)
The annual cash incentive awards awarded to our NEOs for the fiscal year ended June 30, 2025 were as follows.
Management Incentive Plan (MIP)
| | Target | Earned | | | | | Annual | Annual | | Discretionary | | | Incentive | Cash | | Bonus | | | Opportunity | Incentive | % of Target | Payout | | Jack C. Bendheim | $1,221,300 | $1,677,300 | 137.3% | $500,000 | | Glenn David | $336,384 | $462,000 | 137.3% | $100,000 | | Larry L. Miller | $355,425 | $488,150 | 137.3% | $100,000 | | Daniel M. Bendheim | $287,500 | $394,850 | 137.3% | $100,000 | | Judith Weinstein | $250,000 | $343,350 | 137.3% | $150,000 |
Management Incentive Plan (MIP)
The annual cash incentive awards paid are based on what is earned by each individual under the MIP and adjusted for any discretionary awards. For the fiscal year ended June 30, 2025, in addition to their earned incentive awards, each of our NEOs received a discretionary cash incentive award in recognition of their contributions to the Company in connection with the consummation of the acquisition of the MFA portfolio, certain water-soluble products and related assets from Zoetis.
Equity Incentive Plan
Equity Incentive Plan The Compensation Committee determined that for fiscal year 2025, annual base salary, together with a wholly performance-based annual cash incentive opportunity, generally accomplishes our primary goal of attracting and retaining key talent. The Board is attentive to share usage and stockholder dilution and, historically, we did not offer equity incentives as a regular component of the annual compensation program. Rather, we have used equity incentive awards in a limited but strategic manner to recruit, recognize and/or retain executives under specific circumstances (as described below). In addition, the Compensation Committee believes our CEO’s interest in BFI was sufficient to support our objective of aligning executive and stockholder interests. Accordingly, no new grants of equity incentive awards were made in fiscal year ended June 30, 2025. Following fiscal year ended June 30, 2025, equity grants were awarded to each of our NEOs as described in “—Actions Taken in Fiscal Year 2026 – Equity Grants” below.
Actions Taken in Fiscal Year 2026 – Equity Grants
Actions Taken in Fiscal Year 2026 – Equity Grants On August 15, 2025, each of our NEOs received a grant of restricted stock units (“RSUs”) to retain, motivate and better align the interests of the NEOs with the Company’s success. The RSUs will vest in equal installments on each of the first three anniversaries of August 1, 2025, subject to continued service through each applicable vesting date. The NEOs received grants of RSUs in lieu of receiving merit-based salary increases during the three-year period following the year of grant. The number of RSUs granted was calculated based on a specified percentage (i.e., 18%) of each NEO’s annual base salary as of the date of grant, divided by the closing stock price of the Company on August 1, 2025 (i.e., $26.11). Mr. Jack C. Bendheim received 16,840 RSUs; Mr. David received 4,845 RSUs; Mr. Miller received 5,184 RSUs; Mr. Daniel M. Bendheim received 3,964 RSUs; and Ms. Weinstein received 3,447 RSUs. Our NEOs’ August 2025 RSU award agreements (the “2025 Award Agreements”) provide that all of the unvested RSUs granted pursuant to the applicable 2025 Award Agreement will immediately vest in full in the event the NEO’s employment is terminated due to death or disability. In the event the applicable 2025 Award Agreement is converted, assumed, substituted, continued, or replaced by a successor or surviving corporation in connection with a change in control, the RSUs granted pursuant to the applicable 2025 Award Agreement will continue to vest in the ordinary course; provided, however, that all unvested RSUs granted pursuant to the applicable 2025 Award Agreement will immediately vest upon the NEO’s termination without cause or resignation of the NEO for Good Reason (as defined therein) during the 12-month period following such change in control, subject to the NEO’s execution and non-revocation of a general release of claims and continued compliance with all restrictive covenants. In the event that the applicable 2025 Award Agreement is not converted, assumed, substituted, continued or replaced by a successor or surviving corporation in connection with a change in control, then immediately prior to the effective date of such change in control, the RSUs granted pursuant to the applicable 2025 Award Agreement will vest in full, subject to the NEO’s execution and non-revocation of a general release of claims, continued compliance with all restrictive covenants, and continued service as an employee through the consummation of such change in control.
Other Compensation and Governance Matters
Other Compensation and Governance Matters We have entered into employment agreements with Messrs. Jack C. Bendheim, David and Miller that provide that employment is at-will and describe the terms of their employment, including base salary and performance bonus opportunity and equity grants, if any, as well as limited severance benefits. Mr. Daniel M. Bendheim is not party to any formal agreement related to his role as Executive Vice President, Corporate Strategy. Ms. Weinstein is party to a severance protection agreement. All of the NEOs are bound by customary intellectual property provisions, noncompete and nonsolicitation provisions, all of which generally apply during employment and thereafter (with the noncompete and nonsolicitation provisions applying during employment and the one-year period thereafter). For a description of the employment agreements and the arrangements with Mr. Daniel M. Bendheim and Ms. Weinstein, see “Executive Compensation — Individual Arrangements — Employment Agreements.”
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth the total compensation that was paid to or accrued for the NEOs for the fiscal years ended June 30, 2025, 2024 and 2023. The NEOs for the fiscal year ended June 30, 2025 are (i) our Chairman of the Board, President and Chief Executive Officer, (ii) our Chief Financial Officer, (iii) our Chief Operating Officer, (iv) our Executive Vice President, Corporate Strategy, and (v) our Senior Vice President, General Counsel and Corporate Secretary.
2025 Summary Compensation Table
| | | | | | | Change in | | | | | | | | | | Pension | | | | | | | | | | Value and | | | | | | | | | | Nonqualified | | | | | | | | | Non-Equity | Deferred | | | | | | | | | Incentive Plan | Compensation | All Other | | | | Fiscal | Salary | Bonus | Stock Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Jack C. Bendheim, Chairman of the Board, President, and Chief Executive Officer(6) | 2025 | $2,442,600 | $500,000 | $— | $1,677,300 | $168,087 | $496,135 | $5,284,122 | | | 2024 | $2,360,000 | $194,700 | $— | $985,300 | $790,988 | $422,890 | $4,753,878 | | | 2023 | $2,270,000 | $— | $— | $221,325 | $43,711 | $403,863 | $2,938,899 | | Glenn David, Chief Financial Officer | 2025 | $672,767 | $100,000 | $— | $462,000 | $— | $39,180 | $1,273,947 | | | 2024 | $263,757 | $135,000 | $1,979,000 | $— | $— | $18,039 | $2,395,796 | | Larry L. Miller, Chief Operating Officer | 2025 | $710,850 | $1,162,500 | $— | $488,150 | $13,169 | $54,869 | $2,429,538 | | | 2024 | $686,811 | $1,119,156 | $1,284,000 | $286,744 | $322 | $41,523 | $3,418,556 | | | 2023 | $660,395 | $— | $— | $64,389 | $3,889 | $50,130 | $778,803 | | Daniel M. Bendheim, Director and Executive Vice President, Corporate Strategy(7) | 2025 | $575,000 | $100,000 | $— | $394,850 | $2,672 | $47,258 | $1,119,780 | | | 2024 | $477,878 | $39,436 | $— | $199,514 | $— | $46,415 | $763,243 | | | 2023 | $459,498 | $— | $— | $44,801 | $6,514 | $43,877 | $554,690 | | Judith Weinstein, Senior Vice President, General Counsel and Corporate Secretary(8) | 2025 | $500,000 | $150,000 | $— | $343,350 | $2,876 | $47,701 | $1,043,927 |
2025 Summary Compensation Table
| (1) Amounts in this column reflect discretionary bonuses paid to or earned by each of the NEOs to recognize their individual contributions to the Company in the applicable fiscal year, including with respect to “Phibro Forward,” a company-wide initiative focused on unlocking additional areas of revenue growth and cost-savings, and the acquisition of the MFA portfolio, certain water-soluble products and related assets from Zoetis in fiscal year 2025. The amount set forth for Mr. David for 2024 reflects a signing bonus in the amount of $135,000, which was paid on September 11, 2024. The amount set forth for Mr. Miller for 2024 also includes payment under his LTIP Award in the amount of $1,062,500, the first of four installments in connection with the total $4.25 million award, which was paid on September 16, 2024. The amount set forth for Mr. Miller for 2025 also reflects the second installment in the same amount, which was paid on September 11, 2025. |
2025 Summary Compensation Table
| (2) Represents the aggregate grant date fair market value of the RSUs awarded to Messrs. David and Miller in the fiscal year ended June 30, 2024, computed in accordance with FASB ASC Topic 718. The amounts reported in this column in respect of the performance-based RSU awards granted to Messrs. David and Miller reflect the Company’s determination of the probable outcome of the performance-vesting conditions. Assuming maximum performance for the performance-based RSU awards granted to Messrs. David and Miller in fiscal year 2024, the |
2025 Summary Compensation Table
| grant date fair value included in this column would increase for Mr. David by $1,091,000 and for Mr. Miller by $2,499,795. See “Outstanding Equity Awards at 2025 Fiscal Year End” tables below for further details on these grants. For additional information regarding equity grants made following the end of fiscal year 2025, see “Actions Taken in Fiscal Year 2026 — Equity Grants” above. |
2025 Summary Compensation Table
| (3) The amounts set forth in the Non-Equity Incentive Plan Compensation column for the fiscal years ended June 30, 2025, 2024 and 2023 represent cash incentives paid to or earned by each NEO in the respective fiscal year under the MIP. See “Fiscal Year 2025 Named Executive Officer Compensation—Management Incentive Plan (MIP)” for additional information. |
2025 Summary Compensation Table
| (4) In the case of Jack C. Bendheim, Change in Pension Value and Nonqualified Deferred Compensation Earnings for the fiscal year ended June 30, 2025, includes the aggregate change in: (i) the actuarial present value of accrued pension benefits of $0 since the change in present value was $(986,045) primarily due to a benefit distribution of $863,621, which includes a catch-up distribution of $839,112, and a true-up to reflect actuarial increases applicable to participants who previously deferred benefit commencement, (ii) the actuarial present value of benefits under the Retirement Income Plan of $168,087, of which there were no above market or preferential earnings on the nonqualified deferred compensation component of the Retirement Income Plan, and (iii) the actuarial present value of benefits under the Executive Income Program of $0 since the change in present value was $(1,162). The only other NEOs that participate in the Pension Plan are Messrs. Miller and Daniel M. Bendheim and Ms. Weinstein. For Mr. Miller, the Change in Pension Value and Nonqualified Deferred Compensation Earnings for the fiscal year ended June 30, 2025, includes only the aggregate change in the actuarial present value of accrued pension benefits, which was $13,169. For Mr. Daniel M. Bendheim, the Change in Pension Value and Nonqualified Deferred Compensation Earnings for the fiscal year ended June 30, 2025, includes only the aggregate change in the actuarial present value of accrued pension benefits, which was $2,672. For Ms. Weinstein, the Change in Pension Value and Nonqualified Deferred Compensation Earnings for the fiscal year ended June 30, 2025, includes only the aggregate change in the actuarial present value of accrued pension benefits, which was $2,876. See “— Pension and Other Retirement Plans.” |
2025 Summary Compensation Table
| (5) All Other Compensation for fiscal year 2025 includes the value of the Company’s contributions to the 401(k) Plan (discussed below), automobile allowance and group term life insurance for our NEOs, as well as the payment of premiums under the Split Dollar Agreement, and financial, tax planning and legal services provided to Mr. Jack C. Bendheim and certain members of his family. For fiscal year 2025, the Company made payments for Mr. Jack C. Bendheim’s and his family’s legal, audit and tax services, and payments for members of his family for non-full-time employment and consulting arrangements and medical and other insurance coverage up to an aggregate maximum cost of $550,000. |
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information concerning each award made in fiscal year 2025 to the NEOs under any plan. We did not grant any plan-based equity or stock awards to our NEOs during our fiscal year ended June 30, 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| | | Estimated Future Payouts Under | | | | | | Non-Equity Incentive Plan Awards(1) | | | | | | Threshold | Target | Maximum | | Name | Grant Date | ($) | ($) | ($) | | Jack C. Bendheim | — | $610,650 | $1,221,300 | $1,831,950 | | Glenn David | — | $168,192 | $336,384 | $504,575 | | Larry L. Miller | — | $177,712 | $355,425 | $533,137 | | Daniel M. Bendheim | — | $143,750 | $287,500 | $431,250 | | Judith Weinstein | — | $125,000 | $250,000 | $375,000 |
Grants of Plan-Based Awards in Fiscal Year 2025
| (1) These amounts represent threshold, target and maximum annual cash award opportunities for our 2025 fiscal year under the Management Incentive Plan (MIP). The amount actually paid to or earned by each NEO under the MIP is included as Non-Equity Incentive Plan Compensation in the 2025 Summary Compensation Table. For further discussion of these awards, see “Fiscal Year 2025 Named Executive Officer Compensation — Management Incentive Plan (MIP).” No grants were made under the Equity Incentive Plan in fiscal year 2025 to our NEOs. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2025
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2025
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of the fiscal year ended June 30, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards(1) | | | | | | | | Number of | Market Value of | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | | | Shares or | Shares or | Number of Unearned | Market or Payout Value | | | | Units of | Units of | Shares, Units or | of Unearned Shares, Units or | | | | Stock That | Stock That | Other Rights That | Other Rights That | | | | Have Not Vested | Have Not Vested | Have Not Vested | Have Not Vested | | Name | Grant Date | (#) | ($)(2) | (#) | ($)(2) | | Jack C. Bendheim | — | — | — | — | — | | Glenn David | 02/09/2024(3) | — | — | 150,000 | 3,831,000 | | | 02/09/2024(3) | 120,000 | 3,064,800 | — | — | | Larry L. Miller | 07/05/2023(4) | — | — | 300,000 | 7,662,000 | | Daniel M. Bendheim | — | — | — | — | — | | Judith Weinstein | — | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The treatment of these awards upon certain employment termination and change in control events is described in the section below titled “—Potential Payments Upon Termination or a Change in Control.” |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The values in these columns were calculated based on the closing price of the Company’s common stock on June 30, 2025 (i.e., $25.54), the last trading day of fiscal year 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) The RSUs granted to Mr. David vest as follows: (i) 150,000 RSUs are subject to time-vesting and vest in equal installments on each of the first five anniversaries of the grant date, subject to his continued service through each such vesting date, and (ii) 150,000 RSUs are subject to share price performance-based vesting over a five-year period, subject to Mr. David’s continued employment on such date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) All 300,000 RSUs granted to Mr. Miller are subject to share price performance-based vesting over a four-year period, subject to Mr. Miller’s continued employment on such date. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table sets forth certain information with respect to shares acquired by our NEOs upon the vesting of stock awards as of the fiscal year ended June 30, 2025.
2025 Option Exercises and Stock Vested
| | Stock Awards | | | | | Value Realized on Vesting(2) ($) | | Name | Number of Shares Acquired on Vesting(1) (#) | | | Jack C. Bendheim | — | — | | Glenn David | 30,000 | 710,700 | | Larry L. Miller | — | — | | Daniel M. Bendheim | — | — | | Judith Weinstein | — | — |
2025 Option Exercises and Stock Vested
| (1) Represents the gross number of shares of our common stock acquired by the applicable NEO during fiscal year ended June 30, 2025, upon the vesting of such NEO’s applicable RSU award, without reduction for any shares withheld to satisfy applicable tax withholdings. |
2025 Option Exercises and Stock Vested
| (2) The value realized upon vesting is calculated based on the share price on the date of vesting. |
2025 Pension Benefits
2025 Pension Benefits
2025 Pension Benefits
| | | | Present Value of | Payments | | | | Number of Years | Accumulated | During Last | | | | Credited Service | Benefit | Fiscal Year | | Name | Plan Name | (#)(1) | ($)(2) | ($) | | Jack C. Bendheim | Pension Plan | 25.1 | $1,075,097 | $— | | | Retirement Income Plan | 31.3 | $2,171,752 | $— | | | Executive Income Program | 35.4 | $230,464 | $— | | Glenn David | Pension Plan | N/A | $— | $— | | | Retirement Income Plan | N/A | $— | $— | | | Executive Income Program | N/A | $— | $— | | Larry L. Miller | Pension Plan | 8.3 | $293,667 | $— | | | Retirement Income Plan | N/A | $— | $— |
2025 Pension Benefits
| | Executive Income Program | N/A | $— | $— | | Daniel M. Bendheim | Pension Plan | 19.0 | $412,657 | $— | | | Retirement Income Plan | N/A | $— | $— | | | Executive Income Program | N/A | $— | $— | | Judith Weinstein | Pension Plan | 8.5 | $189,370 | $— | | | Retirement Income Plan | N/A | $— | $— | | | Executive Income Program | N/A | $— | $— |
2025 Pension Benefits
| (1) With respect to the Pension Plan, Years of Service ceased to be recognized for purposes of determining benefit accrual amounts when the Pension Plan was frozen on September 30, 2016. |
2025 Pension Benefits
| (2) The valuation method and all relevant material assumptions used in calculating the present value of accumulated benefits are set forth in the Notes to the Consolidated Financial Statements for our fiscal year ended June 30, 2025 which are filed with our Annual Report on Form 10-K filed on August 27, 2025. See Note 11 — Employee Benefits — Domestic Pension Plan. |
2025 Pension Benefits
Pension Plan We maintain for the benefit of our United States employees employed on or prior to December 31, 2013, a defined benefit pension plan qualified under Section 401(a) of the Code (the “Pension Plan”). In July 2016, we amended the Pension Plan to eliminate credit for future service and compensation increases, effective as of September 30, 2016. The Pension Plan provides benefits equal to the sum of (a) 1.0% of an employee’s “average salary” plus 0.5% of the employee’s “average salary” in excess of the average of the employee’s social security taxable wage base, times years of service after July 1, 1989 until September 30, 2016, plus (b) the employee’s frozen accrued benefit, if any, as of June 30, 1989 calculated under the Pension Plan formula in effect at that time. For purposes of calculating the portion of the benefit based on “average salary” in excess of the average wage base, years of service shall not exceed 35. “Average salary” for these purposes means the employee’s salary over the consecutive five-year period in the ten years preceding September 30, 2016 that produces the highest average. An employee becomes vested in his or her plan benefit once the employee completes five years of service with us. In general, benefits are payable after retirement or disability in the form of a 50%, 75% or 100% joint and survivor annuity, life annuity or life annuity with a five- or ten-year term certain. Benefits are also payable in the case of a qualifying early retirement (i.e., 55 years old and 10 years of service), with such benefits reduced based on the employee’s distance from normal retirement age (i.e., 65 years old). In some cases, benefits may also be payable under the Pension Plan in the event of an employee’s death. Messrs. Jack C. Bendheim, Miller and Daniel M. Bendheim and Ms. Weinstein participate in the Pension Plan. Messrs. Jack C. Bendheim and Miller are currently retirement eligible. Ms. Weinstein currently qualifies for early retirement. Mr. Daniel M. Bendheim does not currently qualify for early retirement or retirement. Retirement Income Plan In 1994, we adopted a non-qualified supplemental executive retirement plan as an incentive for certain executives (the “Retirement Income Plan”). The plan provides for (i) a Retirement Income Benefit, (ii) a Survivor’s Income Benefit, and (iii) a Deferred Compensation Benefit (each, as defined therein and described below). A grantor trust has been established to provide the benefits under such plan. Mr. Jack C. Bendheim is the only NEO that participates in the Retirement Income Plan. The Retirement Income Benefit is determined based upon the participant’s salary, years of service and age at retirement. At present, it is contemplated that a benefit of 1% of Mr. Jack C. Bendheim’s eligible compensation will be accrued each year. The benefit is payable upon Mr. Jack C. Bendheim’s retirement (after age 65 with at least 10 years of service) in monthly installments over a 15-year period to Mr. Jack C. Bendheim or, in the event of his death, to his named beneficiary. The Survivor’s Income Benefit is payable to the beneficiary of a participant who dies before having retired from the Company. For the Retirement Income Plan’s current participants, including Mr. Jack C. Bendheim, such benefit is equal to each participant’s annualized compensation at the time of death, capped at $1,500,000. At Mr. Jack C. Bendheim’s election, such benefit will be payable in 12 equal monthly installments. Pursuant to the Deferred Compensation Benefit, a participant may elect each year to defer at least $3,000 but not more than $20,000 of his or her base salary in excess of $150,000. The deferred amount will earn interest at a rate that increases after five and ten years of participation in the Retirement Income Plan. Under certain circumstances, the Company matches the first $3,000 of the deferred amount. Participants may elect whether to have their deferred compensation account balances payable in a lump-sum or in monthly installments for any period between two to 15 years upon a termination of service, with the timing of such elections designed to comply with Section 409A of the Code. Such account balances become immediately payable upon a participant’s death. As of June 30, 2025, Mr. Jack C. Bendheim has (i) an annual Retirement Income Benefit of $221,901 payable over a 15-year period, (ii) a Survivor’s Income Benefit of $1,500,000 payable in 12 equal monthly installments and (iii) a Deferred Compensation Benefit of $1,513,730. Executive Income Program In 1990, we entered into an Executive Income Program to provide a pre-retirement death benefit and a retirement benefit to certain executives. Mr. Jack C. Bendheim is the only NEO who participates in the Executive Income Program, which provides that, upon the executive’s retirement, at or after attaining age 65, we will make retirement payments to the executive during the executive’s life for 10 years or until the executive or the executive’s beneficiaries have received a total of 120 monthly payments. Participants have no claim against us other than as unsecured creditors. We intend to fund the payments using the cash value or the death benefit from the life insurance policies insuring the executive’s life. Mr. Jack C. Bendheim currently participates in this plan and his annual retirement benefit is $30,000. Each policy also contains additional paid-up insurance and extended term insurance. On the death of the executive prior to the executive’s actual retirement date: (i) the first $1,000,000 of the death benefit is payable to the executive’s spouse or issue; (ii) the excess is payable to us up to the aggregate amount of premiums paid by us; and (iii) any balance is payable to the executive’s spouse or issue.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The following table shows the executive contributions, company contributions, earnings, withdrawals and distributions and account balances for the Company’s unfunded, unsecured deferred compensation plan, which is a component of the Retirement Income Plan. Mr. Jack C. Bendheim is the only NEO who participates in the deferred compensation plan.
2025 Nonqualified Deferred Compensation
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance | | | in Last FY | in Last FY | in Last FY | Distributions | at Last FYE | | Name | ($) | ($) | ($) | ($) | ($) | | Jack C. Bendheim | $— | $— | $90,162(1) | $— | $1,513,730(2) | | Glenn David | $— | $— | $— | $— | $— | | Larry L. Miller | $— | $— | $— | $— | $— | | Daniel M. Bendheim | $— | $— | $— | $— | $— | | Judith Weinstein | $— | $— | $— | $— | $— |
2025 Nonqualified Deferred Compensation
| (1) Represents the value of aggregate interest accrued on Mr. Jack C. Bendheim’s deferred compensation account for the fiscal year ended June 30, 2025, of which there were no above market or preferential earnings on the nonqualified deferred compensation component of the Retirement Income Plan. |
2025 Nonqualified Deferred Compensation
| (2) Represents the total value of Mr. Jack C. Bendheim’s deferred compensation account balance as of the end of the Company’s fiscal year ended June 30, 2025. |
2025 Nonqualified Deferred Compensation
Mr. Jack C. Bendheim did not make any contributions to his deferred compensation account during the Company’s fiscal year ended June 30, 2025, and the Company does not provide for above-market or preferential earnings on deferred compensation under the Retirement Income Plan. Mr. Jack C. Bendheim made his last contribution to his deferred compensation account prior to the date that the Company became subject to the reporting requirements set forth under Item 402 of SEC Regulation S-K.
Potential Payments upon Termination or a Change in Control
Potential Payments upon Termination or a Change in Control The following table estimates the dollar value of the additional payments and benefits the NEOs would have been entitled to receive under the applicable plans and/or arrangements, assuming the triggering event occurred on June 30, 2025.
Potential Payments upon Termination or a Change in Control
| | | Termination for | | | | Termination in | Change in | | | | Good Reason / | | | | Connection with | Control (absent | | | | Without Cause | Death | Disability | Retirement | a Change in | a Qualifying | | Name | Type of Payment | ($)(1) | ($) | ($) | ($) | Control ($)(2) | Termination) ($)(3) | | Jack C. Bendheim | Cash Severance(4) | $— | $1,221,300 | $1,221,300 | $— | $— | $— | | | Healthcare Coverage(5) | $31,441 | $— | $20,960 | $— | $31,441 | $— | | | Pension/Benefits(6) | $— | $— | $— | $3,477,313 | $— | $— | | | Total | $31,441 | $1,221,300 | $1,242,260 | $3,477,313 | $31,441 | $— | | Glenn David | Cash Severance(7) | $1,134,767 | $— | $— | $— | $1,134,767 | $— | | | Healthcare Coverage(8) | $17,612 | $— | $— | $— | $17,612 | $— | | | Equity Incentives(9) | $3,963,553 | $— | $— | $— | $6,895,800 | $6,895,800 | | | Total | $5,115,932 | $— | $— | $— | $8,048,179 | $6,895,800 | | Larry L. Miller | Cash Severance(10) | $1,198,999 | $— | $— | $— | $1,198,999 | $— | | | Pension/Benefits(11) | $— | $— | $— | $293,667 | $— | $— | | | Equity Incentives(12) | $1,797,505 | $— | $— | $— | $7,662,000 | $7,662,000 | | | Long-Term Cash(13) | $3,187,500 | $— | $— | $— | $3,187,500 | $— | | | Total | $6,184,004 | $— | $— | $293,667 | $10,985,999 | $7,662,000 | | Daniel M. Bendheim | Pension/Benefits(14) | $— | $— | $— | $412,657 | $— | $— | | | Total | $— | $— | $— | $412,657 | $— | $— | | Judith Weinstein | Cash Severance(15) | $729,600 | $— | $— | $— | $729,600 | $— | | | Healthcare Coverage(16) | $22,926 | $— | $— | $— | $22,926 | $— | | | Pension/Benefits(17) | $— | $— | $— | $189,370 | $— | $— | | | Total | $752,526 | $— | $— | $189,370 | $752,526 | $— |
Potential Payments upon Termination or a Change in Control
| (1) Amounts reported in this column for Mr. Jack C. Bendheim reflect his voluntary resignation. |
Potential Payments upon Termination or a Change in Control
| (2) Amounts reported in this column are paid upon (i) a change in control (excluding a Take-Private Transaction (as defined below)) or (ii) where a termination for Good Reason or without cause has occurred in the 12-month period following such change in control. |
Potential Payments upon Termination or a Change in Control
| (3) Amounts reported in this column reflect payments made upon a change in control, where in connection with the change in control, 100% of the Company’s shares of stock cease to be traded on a nationally recognized stock exchange and the Company is no longer listed on any such exchange (a “Take-Private Transaction”). |
Potential Payments upon Termination or a Change in Control
| (4) Upon termination due to death or disability, Mr. Jack C. Bendheim is entitled to receive six months continued base salary. |
Potential Payments upon Termination or a Change in Control
| (5) Upon voluntary resignation or termination without cause, Mr. Jack C. Bendheim is entitled to receive COBRA continuation coverage for a period of 18 months. Upon termination due to disability, Mr. Jack C. Bendheim is entitled to continue to receive his health and life insurance benefits then in effect under the Company’s plans for a period of one year. |
Potential Payments upon Termination or a Change in Control
| (6) Upon a termination due to retirement, Mr. Jack C. Bendheim would receive the “Present Value of Accumulated Benefit” as set forth in the 2025 Pension Benefits Table. |
Potential Payments upon Termination or a Change in Control
| (7) Upon a termination for Good Reason or without cause, Mr. David is entitled to receive (i) in the event the Company decides to enforce some or all of the restrictions set forth in his noncompete and nonsolicitation agreement, up to one year of base salary, and (ii) a pro-rated portion of his annual bonus for the year of termination subject to year-to-date results through the most recently completed calendar month. The amount reported reflects one year of base salary and the annual bonus earned by Mr. David in respect of fiscal year 2025, as reported in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. |
Potential Payments upon Termination or a Change in Control
| (8) Upon a termination for Good Reason or without cause, and the Company wishes to hold Mr. David to some or all of the one year non-compete restrictions set forth in his noncompetition and nonsolicitation agreement, the Company will continue to pay the costs of Mr. David’s medical benefits under COBRA up to a maximum of one year. The amount reported reflects one year of COBRA continuation coverage. |
Potential Payments upon Termination or a Change in Control
| (9) Upon Mr. David’s termination for Good Reason or without cause, and subject to the execution and non-revocation of a general release, all 120,000 of his remaining unvested time-vesting RSUs shall become fully vested as of the effective date of termination, and all 150,000 of his performance-vesting RSUs will vest based on the 90-Day Average of the Company’s stock price ending on a date selected by Mr. David during the period beginning on the date of the qualifying termination and ending on the first to occur of (x) five years from the grant date, (y) the first anniversary of the qualifying termination and (z) March 15 of the year following the date of the qualifying termination. None of the performance-vesting RSUs will vest if the 90-Day Average is below $20, and the maximum vesting percentage for the performance-vesting RSUs is 100% for achievement of a 90-Day Average of $60 or above. The amount reported in the “Equity Incentives” row upon termination for Good Reason or without cause includes the value of (x) all of Mr. David’s time-vesting RSUs, and (y) 23.46% of his performance-vesting RSUs (which is the portion that would have vested assuming that June 30, 2025 had been selected as the end of the 90-day period following Mr. David’s qualifying termination for the purposes of the calculations). In the event of a change in control, (i) which is a Take-Private Transaction or (ii) which is not a Take-Private Transaction following which a termination for Good Reason or without cause occurs in the 12-month period following such change in control, all of Mr. David’s unvested RSUs will immediately vest in full. |
Potential Payments upon Termination or a Change in Control
| (10) Upon a termination for Good Reason or without cause, Mr. Miller is entitled to receive one year of base salary and a pro-rated portion of his annual bonus for the year of termination subject to year-to-date results through the most recently completed calendar month. The amount reported in the “Cash Severance” row includes the annual bonus earned by Mr. Miller in respect of fiscal year 2025, as reported in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. |
Potential Payments upon Termination or a Change in Control
| (11) Upon a termination due to retirement, Mr. Miller would receive the “Present Value of Accumulated Benefit” as set forth in the 2025 Pension Benefits Table. |
Potential Payments upon Termination or a Change in Control
| (12) Upon Mr. Miller’s termination for Good Reason or without cause, and subject to the execution and non-revocation of a general release, all 300,000 of his performance-vesting RSUs will vest based on the 90-Day Average of the Company’s stock price ending on a date selected by Mr. Miller during the period beginning on the date of the qualifying termination and ending on the first to occur of (x) June 30, 2027, (y) the first anniversary of the qualifying termination and (z) March 15 of the year following the date of the qualifying termination. None of the performance-vesting RSUs will vest if the 90-Day Average is below $20, and the maximum vesting percentage for the performance-vesting RSUs is 100% for achievement of a 90-Day Average of $60 or above. The amount reported in the “Equity Incentives” row upon termination for Good Reason or without cause includes the value of 23.46% of Mr. Miller’s performance-vesting RSUs (which is the portion that would have vested assuming that June 30, 2025 had been selected as the end of the 90-day period following Mr. Miller’s qualifying termination for the purposes of the calculations). In the event of a change in control, (i) which is a Take-Private Transaction or (ii) which is not a Take-Private Transaction following which a termination for Good Reason or without cause occurs in the 12-month period following such change in control, all of Mr. Miller’s unvested RSUs will immediately vest in full. |
Potential Payments upon Termination or a Change in Control
| (13) Under the terms of his LTIP Award, Mr. Miller is eligible to receive a retention cash award equal to $4.25 million, to be paid in four substantially equal installments, subject to Mr. Miller’s continued employment on each of the first four anniversaries of June 30, 2023. Upon a termination for Good Reason or without cause, any portion of such LTIP Award not yet paid prior to such qualifying termination will be paid on the first payroll date that is 30 days following such termination, subject to Mr. Miller’s execution and non-revocation of a general release of claims. The first installment of the award in the amount of $1,062,500 was paid to Mr. Miller on September 16, 2024, and the second installment in the same amount was paid subsequent to the fiscal year ended June 30, 2025, on September 11, 2025. |
Potential Payments upon Termination or a Change in Control
| (14) Upon a termination due to retirement, Mr. Daniel M. Bendheim would receive the “Present Value of Accumulated Benefit” as set forth in the 2025 Pension Benefits Table. |
Potential Payments upon Termination or a Change in Control
| (15) Upon a termination for Good Reason or without cause, Mrs. Weinstein is entitled to receive a lump-sum cash payment equal to the sum of (i) nine months of her then current base salary, (ii) any earned but unpaid bonus for the previous completed fiscal year, (iii) a pro rata portion of her bonus for the current year based on year-to-date results through the most recently completed calendar month, and (iv) nine months’ car allowance. |
Potential Payments upon Termination or a Change in Control
| (16) Upon a termination for Good Reason or without cause, the Company will continue to pay the costs of Ms. Weinstein’s medical benefits under COBRA up to a maximum of nine (9) months. |
Potential Payments upon Termination or a Change in Control
| (17) Upon a termination due to retirement, Ms. Weinstein would receive the “Present Value of Accumulated Benefit” as set forth in the 2025 Pension Benefits Table. |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Jack C. Bendheim, our Chairman, President and Chief Executive Officer during our fiscal year ended June 30, 2025. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. We identified the median employee as of June 30, 2025. For purposes of identifying the median employee, we determined that, as of the fiscal year ended June 30, 2025, our employee population consisted of approximately 2,475 employees. We considered annualized base salary for all full and part-time employees employed as of June 30, 2025. We selected base pay as it represents the principal form of compensation delivered to all of our employees. For our fiscal year ended June 30, 2025,
CEO PAY RATIO
| ● | We identified the median of all employees (other than our Chief Executive Officer); |
CEO PAY RATIO
| ● | The annual total compensation of the median employee was $55,854; |
CEO PAY RATIO
| ● | The annual total compensation of our Chief Executive Officer was $5,284,122; and |
CEO PAY RATIO
| ● | The estimated ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 95 to 1. |
CEO PAY RATIO
We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
Pay Versus Performance
Pay Versus Performance The following tables and related information provide additional compensation information regarding our NEOs for the fiscal years presented.
Pay Versus Performance
| | | | | | Value of initial | | | | | | | | | | $100 Investment | | | | | | | | Average | | Based on: | | | | | | | | Summary | Average | | | | Company - | | | Summary | | Compensation | Compensation | | Peer Group | | Selected | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | Net | Measure: | | | Table Total | Actually Paid | for Non-PEO | to Non-PEO | Shareholder | Shareholder | Income | Adjusted EBITDA | | Fiscal Year | for PEO(1) | to PEO(1)(2)(6)(7) | NEOs(1) | NEOs(1)(2)(6) | Return(3) | Return(3) | (in thousands)(4) | (in thousands)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $5,284,122 | $5,116,035 | $1,466,798 | $2,784,862 | $111 | $99 | $48,264 | $183,684 | | 2024 | $4,753,878 | $3,962,890 | $1,319,120 | $1,444,508 | $72 | $97 | $2,416 | $111,237 | | 2023 | $2,938,899 | $2,895,188 | $630,057 | $627,456 | $56 | $98 | $32,606 | $112,753 | | 2022 | $3,609,499 | $3,564,829 | $803,846 | $803,846 | $76 | $100 | $49,175 | $111,083 | | 2021 | $4,001,319 | $3,688,472 | $943,330 | $895,453 | $112 | $121 | $54,385 | $107,882 |
Pay Versus Performance
| (1) In all years shown, Mr. Jack C. Bendheim was our Principal Executive Officer (“PEO”). The names of the non-Principal Executive Officer NEOs of the Company (each, a “Non-PEO NEO”) reflected in these columns for each applicable fiscal year are as follows: |
Pay Versus Performance
| ● | Fiscal year 2025: Glenn David, Larry Miller, Daniel M. Bendheim and Judith Weinstein; |
Pay Versus Performance
| ● | Fiscal year 2024: Glenn David, Richard Johnson, Damian Finio, Larry Miller, Rob Aukerman and Daniel M. Bendheim; |
Pay Versus Performance
| ● | Fiscal year 2023: Damian Finio, Larry Miller, Rob Aukerman and Daniel M. Bendheim; |
Pay Versus Performance
| ● | Fiscal year 2022: Damian Finio, Larry Miller, Rob Aukerman and Daniel M. Bendheim; and |
Pay Versus Performance
| ● | Fiscal year 2021: Richard Johnson, Damian Finio, Larry Miller, Thomas Dagger and Daniel M. Bendheim. |
Pay Versus Performance
| (2) In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. In calculating the ‘compensation actually paid’ amounts reflected in these columns, the adjustments made to the pension benefit values were computed in accordance with U.S. GAAP. |
Pay Versus Performance
| (3) Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on June 30, 2021 and ended on June 30, 2025, 2024, 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group represents the S&P 500 Pharmaceuticals Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K, and assumes dividends, if any, were reinvested from the market close on June 30, 2021 through and including the end of the fiscal year for each year reported in the table. |
Pay Versus Performance
| (4) Represents the amount of the net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. |
Pay Versus Performance
| (5) We have selected Adjusted EBITDA, a non-GAAP measure, as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2025. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2025 furnished as exhibit 99.1 to the Company’s Current Report on Form 8 K filed with the SEC on August 27, 2025. |
Pay Versus Performance
| (6) The values in this column reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for the applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K: |
Pay Versus Performance
| i. | The tables below reflect certain adjustments to the ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the Non-PEO NEOs for each of the fiscal years presented. |
Pay Versus Performance
| | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | | | Year | Year | Year | Year | Year | | PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation Reported in the Summary Compensation Table | $5,284,122 | $4,753,878 | $2,938,899 | $3,609,499 | $4,001,319 | | Less: the Change in Actuarial Present Value of Benefit Reported in the Summary Compensation Table for the Fiscal Year | $(168,087) | $(790,988) | $(43,711) | $(44,670) | $(312,847) | | Total Adjustments | $(168,087) | $(790,988) | $(43,711) | $(44,670) | $(312,847) | | Compensation Actually Paid for the Covered Fiscal Year | $5,116,035 | $3,962,890 | $2,895,188 | $3,564,829 | $3,688,472 | | | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | | | Year | Year | Year | Year | Year | | Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation Reported in the Summary Compensation Table | $1,466,798 | $1,319,120 | $630,057 | $803,846 | $943,330 | | Less: the Change in Actuarial Present Value of Benefit Reported in the Summary Compensation Table for the Fiscal Year | $(4,679) | $(54) | $(2,601) | $— | $(47,877) | | Less: Grant Date Fair Value of Stock Awards Reported in the Summary Compensation Table for the Fiscal Year | $— | $(543,833) | $— | $— | $— | | Plus: Year-End Fair Value of Awards Granted in the Covered Fiscal Year that are Outstanding and Unvested | $— | $669,275 | $— | $— | $— | | Plus: Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | $1,259,450 | $— | $— | $— | $— | | Plus: Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Fiscal Year (From Prior Year-End to Vesting Date) | $63,293 | $— | $— | $— | $— | | Total Adjustments | $1,318,064 | $125,388 | $(2,601) | $— | $(47,877) | | Compensation Actually Paid for the Covered Fiscal Year | $2,784,862 | $1,444,508 | $627,456 | $803,846 | $895,453 |
Pay Versus Performance
| (7) Mr. Jack C. Bendheim elected to forgo his earned incentive award of $221,325 for the fiscal year ended June 30, 2023. |
Pay versus Performance Comparative Disclosure
Pay versus Performance Comparative Disclosure In accordance with Item 402(v)(5) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. The graphs below show (1) the relationship of ‘compensation actually paid’ to our PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs versus our (i) cumulative TSR, (ii) our net income, and (iii) our Adjusted EBITDA, and (2) and the relationship between our TSR and our Peer Group TSR, in each case, for the fiscal years presented. Pay versus Performance Tabular List The following table lists our most important performance measures used by us to link ‘compensation actually paid’ to our NEOs to Company performance for fiscal year 2025. The performance measures included in this table are not ranked by relative importance.
Pay versus Performance Comparative Disclosure
| Most Important Performance Measures | | Adjusted EBITDA | | Free Cash Flow | | Net Sales |