SEC-Show

DATE AND TIME:

RECORD DATE:

Thursday, June 18, 2025,
6:15 p.m., Eastern Daylight
Time (“EDT”)

Online, at www.virtualshareholder
meeting.com/BCPC2025

April 21, 2025
Shareholders as of the
Record Date are entitled
to vote.

BALCHEM CORP filed this DEF 14A on April 25, 2025

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BALCHEM CORP - DEF 14A - 20250425 - NOTICE_OF_ANNUAL_MEETING


Notice of Annual Meeting of SHAREHOLDERS for Balchem Corporation


DATE AND TIME:	Thursday, June 18, 2025, 6:15 p.m., Eastern Daylight Time (“EDT”)

PLACE:	Online, at www.virtualshareholdermeeting.com/BCPC2025


ITEMS OF BUSINESS:	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;
	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;
	3.	Advisory approval of the compensation of the Company’s named executive officers (“Say-on-Pay”); and
	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.


WHO CAN VOTE:	Shareholders of record at the close of business on April 21, 2025.


HOW TO VOTE:	Shareholders who receive a printed copy of this Proxy Statement and who do not expect to attend the Annual Meeting are requested to complete, date and sign the enclosed Proxy Card and promptly return the same in the stamped, self-addressed envelope enclosed for your convenience. Shareholders may also submit a Proxy Card over the Internet, at www.proxyvote.com, or by phone. You will need to input the 16-digit control number located on the Proxy Card or Notice of Internet Availability of Proxy Materials if you are submitting a Proxy Card over the Internet or by phone.

	If you hold your shares through a broker, bank or other nominee, please follow the instructions on the voting instruction form that you should receive from your broker, bank or other nominee.


2024 ANNUAL REPORT AND DATE OF DISTRIBUTION:	For more complete information, please review the Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), a copy of which accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report are first being made available or mailed to shareholders on or about April 25, 2025.


				By order of the Board of Directors,

				Hatsuki Miyata
	April 25, 2025			Chief Legal Officer and Secretary

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About Balchem

Balchem is committed to making the world a healthier place by delivering trusted, innovative, and science-based solutions for the health and nutritional needs of the world. We provide the service, quality, and technology that enables our customers to win with their customers. We have built a reputation for delivering results to all of our stakeholders. Founded in 1967, Balchem, a Maryland corporation, became a publicly-traded company in 1970 and is listed on Nasdaq under the symbol “BCPC.” Our corporate headquarters is located in Montvale, New Jersey, and we have a broad network of sales offices, manufacturing sites, and R&D centers, primarily located in the U.S. and Europe.

The Company consists of three business segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. Balchem employs approximately 1,400 people worldwide who are engaged in diverse activities, committed to developing, for each of our business segments, global market positions across the Company.

Balchem solves today, shapes tomorrow.

Human Nutrition and Health

Balchem Human Nutrition and Health is a global leader in choline, chelated minerals, and microencapsulation technologies with strong positions in powder, flavor and cereal system formulation. Food or beverage, supplement or pharmaceutical, our Human Nutrition and Health business segment provides ready-made and custom nutrients, vitamins, ingredients, systems, and products that enable our customers to create better finished goods that improve all aspects of life. As the human nutrition space continues to evolve, our capabilities grow, allowing us to deliver scientifically proven health benefits and fantastic taste in applications from infant formulas to performance shakes and functional foods.

Animal Nutrition and Health

Balchem Animal Nutrition and Health is a global leader in choline production, nutrient encapsulation, chelated minerals, and functional ingredients. With a growing portfolio of products and a dedication to innovation and industry sustainability, Balchem Animal Nutrition and Health is leading the charge to meet the nutritional needs of ruminants, swine, poultry, and companion animals.

Specialty Products

Our Specialty Products business segment specializes in re-packaging and worldwide distribution of select sterilants and fumigants, especially for the sterilization of medical devices and spice and nutmeat fumigation. We have the packaging and distribution know-how to ensure the safe delivery of these products in returnable, reusable, environmentally safe containers. Our Plant Nutrition business unit, included in Specialty Products, provides chelated minerals under the trade name Metalosate^® to the agricultural market.

Forward-Looking Information

Certain statements in this Proxy Statement, other than purely historical information, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. We generally use the words “believe,” “expect,” “intend,” “plan,” “anticipate,” “likely,” “will,” “would,” “will be,” “will continue,” “will likely result,” “estimate,” “project,” “forecast,” “outlook,” “strategy,” “future,” “opportunity,” “may,” “should,” or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and factors that could cause our results to differ materially from our expectations and beliefs include, but are not limited to, those factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”). The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.

No Incorporation by Reference

Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

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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.


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.

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PROXY SUMMARY

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.

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PROXY SUMMARY


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.

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PROXY SUMMARY

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

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PROXY SUMMARY

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.

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PROXY SUMMARY

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

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