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BALCHEM CORP filed this DEF 14A on April 26, 2024

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BALCHEM CORP - DEF 14A - 20240426 - COMMITTEE_INTERLOCKS

CORPORATE GOVERNANCE

(5)	acting as liaison between the independent directors and the Chairman; and

(6)	chairing Board meetings when the Chairman is not in attendance.

Compensation Committee Interlocks and Insider Participation

Mr. Fischer, Ms. Fish, Mr. Knutson and Mr. Wineinger, each of whom is an independent director of the Company, served as members of the Compensation Committee during 2023.

None of Mr. Fischer, Ms. Fish, Mr. Knutson nor Mr. Wineinger:

(i)	was, during the last completed fiscal year, an officer or employee of the Company,

(ii)	was formerly an officer of the Company, or

(iii)

had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Securities Act of 1933, as amended.

During 2023, there were no interlocking relationships between the Board or Compensation Committee, or the board of directors or compensation committee of any other company that are required to be disclosed under Item 407 of Regulation S-K.

Related Party Transactions Policy

See pages 54 of this proxy statement.

Director Retirement Policy

In accordance with the Company’s Corporate Governance Guidelines, directors must satisfy the Company’s age limit policy for directors, which require that a director retire at the conclusion of the term in which the director reaches the age of 70 (the “Director Retirement Policy”). Upon completion of their terms and in accordance with the Director Retirement Policy, Dr. John Televantos and Perry Premdas retired from the Board in June 2023.

Nominations of Directors

The Governance Committee considers recommending that the Board re-nominate incumbent directors who continue to satisfy the Company’s criteria for membership on the Board, particularly whether the director will continue to make meaningful contributions to the Board. When vacancies occur on the Board, the Governance Committee will solicit recommendations from Board members, members of management and others likely to be familiar with qualified candidates.

The Governance Committee typically engages a professional search firm to assist in identifying qualified candidates. The Company may also consider candidates recommended by one or more substantial, long-term shareholders. Generally, shareholders that individually or as a group hold 5% or more of our Common Stock for more than one year will be considered substantial, long-term shareholders. To be considered by the Governance Committee, the nomination must comply with Article II, Section 6 of our Bylaws and be properly submitted to the Secretary of the Company by the deadline for including shareholder proposals as set forth on page 66 in “Shareholder Proposals for 2025 Annual Meeting of Shareholders.” Shareholder nominations that comply with these procedures and meet the criteria outlined above and in our Bylaws will receive the same consideration as other candidates.

The Governance Committee considers the following criteria when evaluating candidates:

(1)	have experience and skills in areas critical to understanding the Company and its business;

(2)	possess certain personal characteristics, such as integrity and judgment;

(3)	have a diverse background of experience and perspectives (including business experience, geographic origin, age, gender, and ethnicity); and

(4)	have sufficient ability to commit the necessary time and effort required to serve on the Board.

Members of the Governance Committee (and/or the Board) also meet personally with each candidate to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. The Board believes that diversity within a Board promotes the inclusion of different perspectives and ideas and ensures that the Company benefits from all available talent. Therefore, the Board evaluates each candidate in the context of the Board as a whole, with the objective of recommending an individual that can best contribute to perpetuate the success of the Company and represent shareholder interests through the exercise of sound judgment based upon a diversity of background, experience and perspectives.

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CORPORATE GOVERNANCE

Board Refreshment and Diversity

As noted above, the Board seeks to identify a diverse talent pool of highly qualified candidates for consideration as part of board refreshment. We believe that Board membership should reflect diversity in its broadest sense and that diversity within a Board promotes the inclusion of different perspectives and ideas, mitigates against groupthink and ensures that the Company has the opportunity to benefit from all available talent. We also seek to combine the skills and experience of our long-standing Board members with fresh perspectives, insights, skills and experiences of new members.

In selecting and assessing potential Board candidates, the Board, with the support of the Governance Committee, takes into consideration a broad range of factors such as skills, expertise, breadth of experience, understanding of business and financial issues, ability to exercise sound judgment, leadership, achievements and experience in matters affecting business and industry, board experience and viewpoints, including a candidate’s gender, race, ethnicity, geography and other factors that would complement the existing Board and contribute to enhancing the quality of the Board’s deliberations and decisions, recognizing that our businesses and operations are diverse and global in nature.

With the additions of Mr. Rigaud and Ms. Vicente to our Board in September 2023, the Board is comprised of 8 members, three of whom are women (37.5% gender diversity). See page 18 of this Proxy Statement for pie charts with information regarding board diversity, board independence, board tenure, and board age range.

Meeting Attendance

During 2023: (i) the Board held five meetings; (ii) the Audit Committee held seven meetings; (iii) the Compensation Committee held four meetings (including one special meeting); (iv) the Governance Committee held three meetings; and (v) the Executive Committee did not meet.

Each of our directors demonstrates their strong engagement, has adequate time to devote to Board matters, and has high attendance. During 2023, all directors attended, on average, 100% of Board meetings and 100% of all Committee meetings on which they served during that year. No director attended less than 100% of all meetings. Note: Mr. Rigaud and Ms. Vicente were appointed to the Board effective September 6, 2023. Hence, Board and Committee meeting held prior to their appointment dates are not included for purposes of their respective attendance record.

Communicating with the Board of Directors and Shareholder 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, including the following:

•	Hold annual election of directors

•	Hold advisory approval by shareholders of executive compensation (“Say-on-Pay” votes) annually

•	Senior management attends major investor conferences each year

•	Majority voting in uncontested director elections

•	Hold “Say-on-Frequency” votes regarding advisory approval of executive compensation at least every six years (Note: Based on the results of the 2023 Say-on-Frequency vote, the Company will hold Say-on-Pay votes annually)

•	Share information through the Company website, Annual Report, press releases, and SEC filings, including 10-K, 10-Q, 8-K, and Proxy Statement

Members of the Board and executive officers are accessible by mail in care of the Company. Any matter intended for the Board or for any individual member or members of the Board should be directed to the Secretary with a request to forward the communication to the intended recipient. In the alternative, shareholders may direct correspondence to the Board via the Chairman or to the attention of the Lead Director in care of the Company at the Company’s principal executive office address, 5 Paragon Drive, Montvale, New Jersey, 07645. The Company will forward such communications, unless of an obviously inappropriate nature, to the intended recipient.

Please see further details regarding our shareholder engagement and Say-on-Pay vote in 2023 on pages 35-36 of this Proxy Statement.

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CORPORATE GOVERNANCE