Independent
Tenure on this board
15.7 yrs
Also a director at
Ingredion Inc (INGR)
2 nominees · 3 ballot items.
Elect two Class 3 directors (David Fischer and Daniel Knutson) to serve until 2029; Ratify RSM US LLP as the independent registered public accounting firm for 2026; and provide an advisory approval (Say-on-Pay) of the compensation of the Company’s Named Executive Officers.
Elect David Fischer and Daniel Knutson as Class 3 directors to hold office until the 2029 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of RSM US LLP as Balchem’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of Balchem’s Named Executive Officers as disclosed in the Proxy Statement (Compensation Discussion and Analysis, compensation tables and related disclosures).
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation program as described in the Compensation Discussion and Analysis and associated tables. Management is seeking shareholder endorsement to validate its pay-for-performance framework that ties short-term cash incentives to company Adjusted EBITDA, revenue and free cash flow targets and ties a substantial portion of long-term incentives to multi-year EBITDA performance shares with a relative TSR modifier. The Compensation Committee emphasizes alignment with long-term shareholder value through a mix of performance shares, time-based restricted shares and stock options, stock ownership requirements, and governance safeguards such as a clawback policy and limits on option repricing. Company context: 2025 results were strong (Adjusted EBITDA up, free cash flow high), producing an aggregate ICP payout at 176.8% of target and significant LTIP outcomes, which management cites as support for the program’s effectiveness. The vote is advisory only, so while it does not change compensation directly, the Board and Compensation Committee state they will consider voting outcomes when setting future pay practices and targets. The Board’s recommendation to vote FOR rests on the view that the program balances short- and long-term incentives, is market-competitive, and has features that mitigate excessive risk-taking (capped payouts, vesting schedules, and clawback). Potential concerns for a sophisticated reviewer include the high realized payouts in strong years, the presence of discretionary elements and modifiers (e.g., ESG and TSR adjustments), and the non-binding nature of the vote which limits direct shareholder control. Overall, the proposal is presented as a governance checkpoint: management seeks shareholder affirmation that the disclosed compensation philosophy, metrics, and outcomes are appropriate and aligned with shareholder interests, while reserving the Compensation Committee’s discretion to refine plan design in response to investor feedback and evolving best practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.68% | 3,431,458 | $582M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.83% | 2,193,417 | $372M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 1,432,088 | $243M |
| 4 | WASATCH ADVISORS LP | 4.43% | 1,423,424 | $241M |
| 5 | Conestoga Capital Advisors, LLC | 3.89% | 1,251,189 | $212M |
| 6 | STATE STREET CORP | 3.86% | 1,240,736 | $210M |
| 7 | BlackRock, Inc. | 2.95% | 947,273 | $161M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.90% | 932,892 | $158M |
| 9 | GENEVA CAPITAL MANAGEMENT LLC | 1.89% | 605,804 | $103M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.73% | 555,314 | $94M |
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