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

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BALCHEM CORP - DEF 14A - 20240426 - PROPOSAL_1

Management Proposals

PROPOSAL 1. ELECTION OF DIRECTORS

At the time of the Annual Meeting, our Board will consist of 8 members, with the classification of the Board into three classes (Class 1, Class 2 and Class 3).

The term of our four Class 2 directors will expire at the Annual Meeting and, assuming their election, the class 2 Directors will hold office until the 2027 annual meeting of shareholders or until their successors have been elected and qualified. The nominees and continuing directors are listed below with brief biographies.

Name	Class	Next Election Date*
Kathleen Fish	1	2025
Theodore Harris	1	2025
Matthew Wineinger	1	2025
Daniel Knutson	2	2027
Joyce Lee	2	2027
Olivier Rigaud	2	2027
Monica Vicente	2	2027
David Fischer	3	2026

*	Subject to the Company's Director Retirement Policy.

The Board is not aware of any reason why Mr. Knutson, Ms. Lee, Mr. Rigaud, and Ms. Vicente may be unable to serve as a director. If any, some, or all of such nominees are unable to serve, the shares represented by all valid proxies will be voted for the election of such other person or persons, as the case may be, as the Board may recommend, or the Board may fill the vacancy or may amend the Company’s Bylaws to reduce the size of the Board.

Directors Standing for Re-Election

Vote Required to Elect Directors

A director nominee in an uncontested election must receive a majority of the votes cast at the Annual Meeting, assuming a quorum is present. In the case of a contested election, directors will be elected by a plurality vote. Regardless, a broker non-vote or a vote withheld from a particular nominee will not affect the outcome of the election of directors.

Under the Company’s Corporate Governance Guidelines (the “Governance Guidelines”), if an incumbent director nominee in an uncontested election receives a majority of “WITHHOLD” votes, that director shall promptly offer his or her resignation to the Board. The Governance Committee will then make a recommendation to the Board whether to accept or reject the resignation tendered by such director or whether other action is recommended. The Board will act on the tendered resignation, considering the recommendation of the Governance Committee as well as other potentially relevant factors, within 90 days from the date of the certification of the election results. The director whose resignation is under consideration is not permitted to participate in the consideration or recommendation of the Governance Committee or deliberations of the Board with respect to his or her resignation.

The Governance Guidelines are available on the Leadership & Governance page in the Investor Relations section of the Company’s website: www.balchem.com.

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PROPOSAL 1. ELECTION OF DIRECTORS

NOMINEES’ BIOGRAPHICAL INFORMATION

	Daniel Knutson Class 2 Director (Term expires 2024) Age: 67 Independent Director since 2018		Professional Highlights
			• Mr. Knutson served as the Executive Vice President for Special Projects at Land O’Lakes, Inc., an agribusiness and food co-operative, until his retirement at the end of 2017.
			• From 2000 to 2017, Mr. Knutson served as Executive Vice President and Chief Financial Officer at Land O’Lakes, where he oversaw corporate finance, accounting, treasury, audit, information technology and strategy and played key roles in many of Land O’Lakes’ transactions. In addition, he was responsible for Land O’Lakes’ investment in Moark LLC.
			Committee Assignments
			• Audit, Chair
			• Compensation
			Other Current Public Company Directorships
			• None
			Nominee Qualifications
			Our Company’s financial compliance programs and policies benefit from Mr. Knutson’s input and skilled guidance. Mr. Knutson’s animal feed and human food industry experience, combined with his financial and international business management experience, makes him a valuable member of our Board. Mr. Knutson has served as Chair of our Audit Committee since June 2018.

	Joyce Lee Class 2 Director (Term expires 2024) Age: 51 Independent Director since 2019		Professional Highlights
			• President of Cobb-Vantress, Inc., a wholly owned subsidiary of Tyson Foods, Inc. (NYSE: TSN) since January 2022. Cobb-Vantress, Inc. is the world’s oldest pedigree broiler breeding company, dedicated to genetic research and innovation.
			• From 2020 to 2021, Ms. Lee served as Executive Vice President and President of U.S. Pet Health and U.S. Commercial Operations of Elanco Animal Health Incorporated (NYSE: ELAN).
			• From 2016 to 2020, Ms. Lee served as the president of North America for Bayer Animal Health.
			• From 2013 to 2015, Ms. Lee was Executive Vice President and Area President of Canada and Latin America at Zoetis Inc. (NYSE: ZTS).
			Committee Assignments
			• Audit
			• Governance
			Other Current Public Company Directorships
			• None
			Nominee Qualifications
			Ms. Lee’s domestic and international business management experience, particularly with respect to the development and supply of products to the animal feed and nutrition industries, makes her a valuable member of our Board.

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PROPOSAL 1. ELECTION OF DIRECTORS

	Olivier Rigaud Class 2 Director (Term expires 2024) Age: 59 Independent Director since 2023		Professional Highlights
			• Mr. Rigaud has been Chief Executive Officer and Chair of the Board of Management for Corbion N.V., a global food and biochemicals company based in the Netherlands, since August 2019. He also serves as a member of the Executive Committee at Corbion N.V.
			• Chief Executive Officer of Naturex, a global specialty ingredients company for the food & beverage, nutrition & health, and personal care industries. Prior to joining Corbion N.V., Mr. Rigaud successfully finalized the sale of Naturex to Givaudan.
			Committee Assignments
			• Audit
			• Governance
			Other Current Public Company Directorships
			• Corbion N.V. (Euronext Amsterdam)
			Board Qualifications
			Mr. Rigaud brings over thirty years of relevant industry expertise and strong global business acumen, including extensive M&A and strategic experience, to our Board. He is also well-versed on sustainability and corporate social responsibility matters. As CEO at Corbion N.V., he leads an organization of 2,500 employees, 16 industrial sites, and 6 R&D and Innovation centers. Mr. Rigaud is a French national working out of the Netherlands, and brings unique and diverse international perspective, relevant CEO experience, and insights to our Board.

	Monica Vicente Class 2 Director (Term expires 2024) Age: 58 Independent Director since 2023		Professional Highlights
			• Senior Vice President and Chief Financial Officer of Fresh Del Monte Produce Inc., a global agricultural company, since April 2022.
			• Prior to that, she served as Vice President, Corporate Finance at Fresh Del Monte for 19 years.
			Committee Assignments
			• Audit
			Other Current Public Company Directorships
			• None
			Board Qualifications
			Ms. Vicente’s experience as a current CFO for a global public company brings substantial financial expertise to our Board. She has extensive financial expertise across global and regional finance, financial planning and analysis, investor relations and procurement for a global public company. She has experience in SEC reporting and controlling, tax and treasury as well. Ms. Vicente brings these relevant experiences, strategic business acumen, and relevant food industry expertise to our Board.

UPON RECOMMENDATION BY THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE, THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

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PROPOSAL 1. ELECTION OF DIRECTORS

CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

	David Fischer, Class 3 Director (Term expires 2026) Age: 61 Independent Director since 2010		Professional Highlights
			• Retired director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of industrial packing systems from November 2011 to October 2015. President and Chief Operating Officer of Greif from 2007 to 2011, and from 2004 to 2007, Senior Vice President and Divisional President, Industrial Packaging & Services - Americas.
			• A co-founder and chairman of the board of directors of 10x Engineered Materials, a manufacturer of high-tech abrasives for industrial applications.
			Committee Assignments
			• Executive
			• Compensation
			• Governance
			Other Current Public Company Directorships
			• Ingredion Incorporated (NYSE)
			Board Qualifications
			Mr. Fischer’s management and leadership skills, developed over years of responsibility for complex, global manufacturing operations, and his intimate knowledge of mergers and acquisitions, position him as a critical component of our Board as we look to grow both organically and by acquisition.

	Kathleen Fish, Class 1 Director (Term expires 2025) Age: 67 Independent Director since 2022		Professional Highlights
			• Prior to her retirement, Ms. Fish was Chief Research, Development and Innovation Officer for The Procter & Gamble Company (NYSE: PG) (“P&G”) (NYSE) (2017 – 2020).
			• Chief Technology Officer, P&G (2014 – 2017)
			Committee Assignments
			• Executive
			• Compensation
			• Governance, Chair
			Other Current Public Company Directorships
			• Origin Materials, Inc. (Nasdaq)
			Board Qualifications
			Ms. Fish’s executive leadership skills along with her expertise in the field of innovation, research, and new product development, including in highly regulated industries and direct to consumer markets provide valuable insights to the Board in driving growth and overseeing governance and risk. Ms. Fish has served as Chair of our Governance Committee since February 2023.

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PROPOSAL 1. ELECTION OF DIRECTORS

	Ted Harris, Class 1 Director, Chairman of the Board (Term expires 2025) Age: 59 Director since 2015, Chairman since 2017		Professional Highlights
			• Director, Chief Executive Officer and President of Balchem Corporation since April 2015, and Chairman of the Board of Directors since January 2017.
			• Prior to joining the Company, Mr. Harris was employed by Ashland Global Holdings Inc. (formerly Ashland Inc.) (NYSE), a specialty chemical company. During his tenure at Ashland, his management positions included Senior Vice President/Ashland, President, Performance Materials, from November of 2014 to April 2015, Senior Vice President/Ashland, President, Performance Materials & Ashland Supply Chain from 2011 to 2014, and Vice President/Ashland, President, Performance Materials & Ashland Supply Chain.
			Other Current Public Company Directorships
			• Pentair plc (NYSE)
			Board Qualifications
			Mr. Harris has led the Company since April 2015, effectively using his extensive knowledge and deep understanding of the Company’s global business, operations, people and strategic priorities to lead the Company in achieving its vision of “making the world a healthier place.” Mr. Harris’ broad managerial, international, operational and sales experience, as well as his proven track record of developing and implementing strategies for delivering sustainable, profitable growth, make him a valuable member and Chairman of our Board.

	Matthew Wineinger, Class 1 Director and Lead Director (Term expires 2025) Age: 57 Independent Director since 2015		Professional Highlights
			• Since June 2015, Mr. Wineinger has been the President and Chief Executive Officer of United Sugars Producers and Refiners Cooperative (formerly, United Sugars Corporation until October 2023), a privately held, leading marketer of sugar.
			• President, Bulk Ingredients of Tate & Lyle PLC (LSE) from June 2010 to November 2014 and prior to that, President, Food and Industrial Ingredients from March 2008 to June 2010.
			Committee Assignments
			• Executive, Chair
			• Compensation, Chair
			Other Current Public Company Directorships
			• None
			Board Qualifications
			Mr. Wineinger’s over thirty years of extensive global, operational and strategic industry experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board, particularly as the Company focuses on development and supply of products to human nutrition markets. Mr. Wineinger has served as Lead Director and Chair of our Compensation Committee and Executive Committee since February 2023.

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PROPOSAL 1. ELECTION OF DIRECTORS

Board Matrices

Our directors possess a varied and balanced mix of skills, business and leadership experience, board experience and viewpoints. While each director is individually qualified to make substantial contributions, collectively, our directors’ rich experience, diverse backgrounds and viewpoints enhance the quality and effectiveness of the Board’s deliberations and decision making.

The following chart provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business or industry. The charts do not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

Knowledge Skills and Experience

Fischer

Fish

Harris

Knutson

Lee

Rigaud

Vicente

Wineinger

Core Industry Experience based on experience at other companies in similar industries

Executive Experience based on current or prior role(s)

Corporate Governance based on current or prior role(s)

Public Company Board Experience based on current or prior service on other public boards

Environmental/Social based on current or prior role(s)

Financial / Accounting / Risk Management / Capital Markets based on experience gained as a CFO, accounting professional or risk management professional

Health & Safety based on current or prior role(s)

Mergers & Acquisitions / Strategy experience and knowledge in evaluating and implementing M&A transactions and business/investment strategies

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PROPOSAL 1. ELECTION OF DIRECTORS

Knowledge Skills and Experience

Fischer

Fish

Harris

Knutson

Lee

Rigaud

Vicente

Wineinger

Research & Development based on current or prior role(s)

International Markets business experience outside the United States

Marketing and Sales experience in understanding, assessing, developing and implementing marketing and sales strategies

Manufacturing / Supply Chain based on current or prior role(s)

Compensation / HR experience based on HR expertise or CEO/head of business role with people management responsibilities or member of Compensation Committee at a public board

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PROPOSAL 1. ELECTION OF DIRECTORS

Board Diversity Matrix

Total Number of Directors

Gender

Male or Man

Female or

Woman

Non-Binary

(not female/

woman or male/man)

Other –

A gender

not listed

Unknown /

I choose not

to disclose

Number of Directors who identify in any of the categories below

Hispanic or Latino

American Indian or Alaskan Native

Asian

Black or African American

Native Hawaiian or Other Pacific Islander

White

Two or More Races

LGBTQ+

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PROPOSAL 1. ELECTION OF DIRECTORS

The following pie charts show the independence, tenure, diversity and age range of our directors as of April 26, 2024.

Note: The board diversity pie chart reflects gender diversity and racial/ethnic diversity separately and so a director may be counted more than once.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee, upon review, has appointed RSM as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The Company is submitting its selection of RSM for ratification by the shareholders at the Annual Meeting. RSM has audited the Company’s financial statements since 2004 and has a strong understanding of our business and operations, accounting policies and financial systems, and internal control framework. Based on such understanding and their ability, and lower fee structure due to efficiencies from such knowledge, we believe RSM is best qualified to perform this important function. Further, RSM rotates its lead audit engagement partner every five years.

Neither the Company’s charters nor its Bylaws require that the shareholders ratify the selection of RSM as the Company’s independent registered public accounting firm. However, the Company is submitting the selection of RSM to shareholders for ratification as a matter of good corporate governance practice. If shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain RSM. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

Assuming a quorum is present, the affirmative vote of a majority of all votes, by attendance at the Annual Meeting or represented by proxy, is required for approval of this proposal. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote. Brokers have discretionary authority to vote on this proposal, so there will be no broker non-votes.

We expect that representatives of RSM will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Please refer to the section titled “Information Relating to Proposal 2: Ratification of Appointment of Independent registered Public Accounting Firm” of this proxy statement for more information.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.