NEOGEN CORP
For the period ended Sep 12, 2025. Filed Sep 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 12, 2025 · Filed Sep 12, 2025
Contents
Pay versus Performance
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
| Value of Initial Fixed $100Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year | SummaryCompensation 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 MidCap400 HealthCare Index TSR | Net (Loss) Income(in millions) | Adjusted EBITDA(CompanySelected 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 |
(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 ofEquity Awards | Equity AwardAdjustments(a) | CompensationActually 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 |
a)
The following table details the amounts deducted or added in calculating the equity award adjustments for our CEO, as computed in accordance with Item 402(v). The valuation assumptions used to calculate equity award fair values did not materially differ from those disclosed at the time of grant.
| Neogen Corporation | 2025 Proxy Statement | 45 |
|---|
CEO Equity Component of CAP
| Fiscal Year | Awards Granted During Current Fiscal Year and Unvested at End of Fiscal Year | Awards Granted in Prior Fiscal Year(s) and Unvested at End of Fiscal Year | Awards Granted in Prior Fiscal Year(s) and Vested During Current Fiscal Year | Equity AdjustmentIncluded in CAP |
|---|---|---|---|---|
| 2025 | $2,305,639 | $(3,335,247) | $(252,965) | (1,282,573) |
| 2024 | 4,787,158 | (1,363,377) | (145,717) | 3,278,064 |
| 2023 | 5,647,124 | (1,100,298) | (1,018,895) | 3,527,931 |
| 2022 | 2,731,035 | (1,731,231) | (74,063) | 925,741 |
| 2021 | 2,658,177 | 1,029,084 | 43,340 | 3,730,601 |
(1)
Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Adent) for each corresponding year. The names of each of the other NEOs (excluding Mr. Adent) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal years 2025 and 2024, Douglas Jones, David Naemura, and Amy Rocklin; (ii) for fiscal year 2023, Douglas Jones, Steven Quinlan, Jason Lilly, David Naemura, and Amy Rocklin; and (iii) for fiscal year 2022 and fiscal year 2021, Douglas Jones, Steven Quinlan, Jason Lilly, and Jerome Hagedorn.
(2)
Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Adent), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Adent) during the applicable fiscal year. The adjustments below were made for each fiscal year to determine the CAP for such fiscal year in accordance with the requirements of Item 402(v) of Regulation S-K.
Average Other NEOs SCT Total to CAP Reconciliation
| Fiscal Year | SCT Total | Reported Value ofEquity Awards | Equity AwardAdjustments(a) | CompensationActually 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 |
a)
The following table details the amounts deducted or added in calculating the equity award adjustments for our CEO, as computed in accordance with Item 402(v). The valuation assumptions used to calculate equity award fair values did not materially differ from those disclosed at the time of grant.
Average Other NEOs Equity Component of CAP
| Fiscal Year | Awards Granted During Current Fiscal Year and Unvested at End of Fiscal Year | Awards Granted in Prior Fiscal Year(s) and Unvested at End of Fiscal Year | Awards Granted in Prior Fiscal Year(s) and Vested During Current Fiscal Year | Equity AdjustmentIncluded in CAP |
|---|---|---|---|---|
| 2025 | $671,195 | $(1,015,084) | $(76,942) | (420,831) |
| 2024 | 1,830,083 | (128,113) | (27,081) | 1,674,889 |
| 2023 | 1,060,429 | (224,528) | (110,326) | 725,576 |
| 2022 | 617,287 | (408,559) | (27,828) | 180,899 |
| 2021 | 530,239 | 296,954 | 27,193 | 854,386 |
| Neogen Corporation | 2025 Proxy Statement | 46 |
|---|
List of Most Important Measures
The items listed below represent the most important metrics used to determine CAP for fiscal year 2025 as further described in our Compensation Discussion & Analysis (CD&A) within the sections titled “Incentive Compensation Plan (ICP)” and “Long-Term Incentive (LTI) Compensation:”
Performance Measure
Revenue
Adjusted EBITDA
Free Cash Flow
Description of Relationship Between CAP and Selected Performance Metrics
The following graphs describe the relationship between the annual total compensation actually paid to our CEO, the average annual total compensation actually paid to our other NEOs, the total shareholder return of our stock, the total shareholder return of the S&P MidCap 400 Health Care Index, our net income and our Adjusted EBITDA, as each is disclosed in the pay versus performance table on page 45.
| Neogen Corporation | 2025 Proxy Statement | 47 |
|---|
- Total Shareholder Return (TSR): Neogen versus S&P Midcap 400 Health Care Index
The graph below assumes an initial investment of $100 on May 31, 2020, in Neogen common stock and the S&P MidCap 400 Health Care Index, and assumes dividends, if any, were reinvested. As shown in the graph, Neogen’s TSR has been below the S&P MidCap 400 Health Care Index. The companies included in the S&P MidCap 400 Health Care Index are not the same as those used in our compensation benchmarking.
| Neogen Corporation | 2025 Proxy Statement | 48 |
|---|
- 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.
| Neogen Corporation | 2025 Proxy Statement | 49 |
|---|
- CAP versus Net Income
The graph below compares Neogen’s net income to the CEO’s and Other NEOs’ Compensation Actually Paid (CAP) for the five fiscal years beginning with 2021. Net income declined in 2023, primarily as a result of transaction costs, the amortization of acquired intangibles and interest expense incurred on debt related to the merger with the former 3M Food Safety Division. The decline in net income in 2025 was due primarily to a non-cash goodwill impairment charge. CAP to the CEO increased in 2023 before declining in 2024 and 2025, while CAP to Other NEOs increased in 2023 and 2024 before declining in 2025. Neogen does not use net income as a metric in the determination of executive compensation.
| Neogen Corporation | 2025 Proxy Statement | 50 |
|---|
- CAP versus Adjusted EBITDA (Company Selected Measure)
The graph below compares Neogen’s Adjusted EBITDA to the CEO’s and Other NEOs’ Compensation Actually Paid (CAP) for the five fiscal years beginning with 2021. Management defines Adjusted EBITDA as EBITDA, adjusted for share-based compensation, certain transaction and integration costs and other non-recurring charges. Adjusted EBITDA increased from 2022 to 2024, due primarily to the merger with the former 3M Food Safety Division. In 2025, the decline in Adjusted EBITDA was driven by a combination of end-market weakness, foreign currency headwinds and challenges related to the integration of the former 3M Food Safety Division. CAP to the CEO increased in 2023 before declining in 2024 and 2025, while CAP to Other NEOs increased in 2023 and 2024 before declining in 2025. While the Company uses other financial and non-financial performance measures in its compensation programs, Neogen has determined that Adjusted EBITDA is the most important performance measure used to link CAP to the CEO and Other NEOs in 2025 to the performance of the Company.
| Neogen Corporation | 2025 Proxy Statement | 51 |
|---|
CEO Pay Ratio
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.