BALCHEM CORP
For the period ended Jun 18, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
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.
Jun 18, 2025 · Filed Apr 25, 2025
Contents
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. It is not intended to contain all information that you should consider before voting and we encourage you to read the entire Proxy Statement carefully before voting. For more information regarding the Company’s 2024 performance, please review the Company’s Annual Report on Form 10-K.
| DATE AND TIME: | PLACE: | RECORD DATE: |
|---|---|---|
| Thursday, June 18, 2025, 6:15 p.m., Eastern Daylight Time (“EDT”) | Online, at www.virtualshareholdermeeting.com/BCPC2025 | April 21, 2025Shareholders as of the Record Date are entitled to vote. |
| VOTING: | Shareholders as of the Record Date are entitled to vote. Each ordinary share is entitled to one vote for each director nominee and each of the other proposals. |
|---|---|
| ATTENDANCE AND MEETING DETAILS: | All shareholders of record as of the Record Date may attend the meeting. See Instructions for the Virtual Annual Meeting on page 71 for details. |
| ITEMS OF BUSINESS: · RECOMMENDATION · SEE PAGE | |||
|---|---|---|---|
| 1 | Election of three Class 1 director nominees to the Board of Directors of Balchem Corporation (“Balchem” or the “Company”) to serve until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified; | FOR each nominee | 12 |
| 2 | Ratification of the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; | FOR | 19 |
| 3 | Advisory approval of the compensation of the Company’s named executive officers (“Say-on-Pay”); and | FOR | 20 |
| 4 | To transact such other business as may properly come before the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) or any postponement or adjournment thereof. | ||
I. Corporate Governance Highlights
Balchem is committed to adhering to sound corporate governance practices that promote the long-term interests of our shareholders and stakeholders, strengthen our Board and management accountability, and help build public trust. The following highlights our key corporate governance practices. More details are provided under the Corporate Governance section of this Proxy Statement.
| BOARD COMPOSITION, INDEPENDENCE AND PARTICIPATION | |
|---|---|
| • Six of our seven directors are independent under Nasdaq listing standards and the Company’s Corporate Governance Guidelines.• All members of the Board’s three committees, the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee are independent.• The Board has an independent Lead Director.• Directors must retire at the conclusion of the term in which the director reaches the age of 70.• Non-employee directors may not serve on the board of more than three other public companies.• Directors who serve as an executive officer of a public company may not serve on the board of more than one other public company.• No member of the Audit Committee serves on more than two other public company audit committees.• The Board has a good balance of new and experienced directors, with the tenure of directors averaging 6 years and 7 months. | • The Board and its committees have the authority to hire independent outside auditors and financial, legal or other advisors, as needed. • Each of the current directors attended at least 75% of the Board meetings and at least 75% of the Committee meetings on which he or she served during 2024.• Independent directors have full access to the CEO, as well as access to management and other employees, as appropriate.• The independent directors meet regularly in executive sessions, presided over by the Lead Director, following each regularly scheduling Board meeting• Board leadership structure is supported by the active function of a Lead Director, who provides necessary independence in the functioning of the Board• The Company maintains an Insider Trading Policy that applies to directors, officers and employees. |
BOARD CONDUCT AND OVERSIGHT
Our Code of Business Conduct and Ethics applies to all directors, officers and employees.
The Board, either directly or through its Committees, monitors and oversees various matters, including, overall Company performance, the integrity of the Company’s financial controls, the Company’s strategic plan, the Company’s financial statements, the Company’s management succession plan and human capital management, the Company’s enterprise risk management (including information technology, cybersecurity, and artificial intelligence), the Company’s corporate social responsibility and sustainability initiatives, and the Company’s ethical standards and legal compliance programs – and receives regular briefings from management on such matters.
Our Insider Trading Policy prohibits our directors, officers and employees from holding Balchem securities in a margin account or pledging Balchem securities as collateral for a loan.
The Board conducts self-assessments of their performance and effectiveness annually.
Each of the Committees conduct self-assessments of their performance and effectiveness at least every other year.
Executive sessions of independent directors are generally held at each of the Board and Committee meetings.
Our Corporate Governance Guidelines and all Committee Charters are reviewed at least annually.
The Board regularly reviews and conducts succession planning for the Board, CEO and senior management.
Emerging topics and developments in corporation governance practices are reviewed regularly and on an ongoing basis.
All Board members have access and support for continuing education training.
II. Director Nominees Snapshot
The following three Class 1 directors stand for election at the Annual Meeting. Assuming their election, the Class 1 directors will hold office until the 2028 annual meeting or until their successors have been elected and qualified.
| Name | Age | Director Since | Other Public Boards | Committee Membership |
|---|---|---|---|---|
| Theodore Harris | 60 | 2015 | 1 | |
| Monica Vicente | 59 | 2023 | 0 | Audit |
| Matthew Wineinger | 58 | 2015 | 0 | Executive Compensation |
III. Financial Highlights
IV. Executive Compensation
The Company’s executive compensation policy is designed to establish a direct link between executive compensation and the performance of the Company by rewarding individual results and the achievement of annual corporate goals through salary and cash bonus awards, and to provide equity awards to incentivize executives to generate enhanced shareholder value.
| What We DO | What We DON’T DO |
| Target total direct compensation for our NEOs around relevant market data, while also considering tenure, experience, and other factors. | Allow hedging or pledging of Company securities for any employee (including our NEOs) or director. |
| Pay for performance and, accordingly, a significant portion of each NEO’s total compensation opportunity is “at risk” and dependent upon achievement of specific corporate and individual performance goals, resulting in lesser emphasis on fixed base salary. | Encourage unnecessary or excessive risk-taking as a result of our compensation policies and practices. |
| Base our short-term incentive plan on explicit and quantifiable corporate and business segment financial performance metrics that are set at the beginning of each year. | Have employment agreements with any of our NEOs other than as described in the section of this proxy statement titled “Executive Compensation.” |
| Complement our annual compensation to each NEO with time-based and performance-based multi-year vesting schedules and performance cycles for equity incentive awards. | Provide a defined benefit pension plan for our NEOs. |
| Have annual base salary adjustments that are based, primarily, on prior-year individual performance. | Provide for “gross ups” for excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of Internal Revenue Code of 1986, as amended (the “Code”). |
| Adopted an Incentive-Based Compensation Recovery Policy, or clawback policy, pursuant to which the Company can seek reimbursement of either cash or equity-based incentive compensation in the event of a financial restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. | Provide for single-trigger vesting acceleration upon a change in control under the Company’s Executive Severance Policy. |
| Maintain a Compensation Committee, which is comprised solely of independent directors. | Allow: (i) any repricing of options and Stock Appreciation Rights (“SARs”) without shareholder approval or (ii) for the unlimited transferability of awards. |
| Have stock ownership guidelines for our directors and executive officers. | |
| Subject awards under the Amended 2017 Plan to minimum vesting periods and maximum annual per-person limits. | |
| Double-trigger vesting acceleration upon a change in control under the Company’s Executive Severance Policy. | |
| Ensure that a significant portion of our non-employee director compensation consists of long-term equity awards. | |
| Consult with outside experts to determine the overall competitiveness of the Company’s executive compensation program. |
V. Shareholder Rights and Engagement
We maintain an active dialogue with our shareholders. We value the opinions of our shareholders and other stakeholders and welcome their views on key issues. We engage with shareholders in a number of ways, highlighted below:
| Shareholder Engagement Highlights | ||
| Engaged with: Institutional investors Retail shareholders Pension funds Proxy advisory firms Industry associations | Engaged through: Quarterly earnings call Investor conferences Individual investor meetings Annual General Meeting of Shareholders Sustainability Report Data verification process of proxy advisory firms | Engagements include: President, Chairman and CEO CFO and Investor Relations team Executive Officers Independent Directors Head of Global Sustainability |
| In 2024, engaged with shareholders representing: | Information shared through:• SEC filings including 10-K, 10-Q, 8-K and Proxy Statement• Quarterly earnings call• Press releases• Company website• Media and digital platforms |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.