BALCHEM CORP filed this DEF 14A on April 25, 2025
BALCHEM CORP - DEF 14A - 20250425 - COMPENSATION_COMMITTEE

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
management to consider the Company’s long-term interests in both their short- and long-term decisions. In addition, we prohibit all hedging transactions involving our stock, so our executives and directors cannot insulate themselves from the effects of poor Company stock price performance.
The following table sets forth fixed and variable components as a percentage of total compensation, as presented in the “Total” column of the “Summary Compensation Table for 2024,” that we paid for the year ended December 31, 2024, to each NEO.
Name
Fixed Component of
Compensation
Variable Component of
Compensation
Ted Harris
17.6%
82.4%
C. Martin Bengtsson
25.1%
74.9%
Frederic Boned
33.4%
66.6%
Hatsuki Miyata
29.2%
​70.8%
Martin Reid
32.1%
67.9%
Compensation Committee Report
We have reviewed and discussed the above “Compensation Discussion and Analysis” with management.
Based upon this review and discussion, we have recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.
COMPENSATION COMMITTEE
Matthew Wineinger (Chair)
David Fischer
Kathleen Fish
Daniel Knutson
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TABLE OF CONTENTS

Executive Compensation
Summary Compensation Table
The following table sets forth the compensation earned by our NEOs:
Name and
Principal Position
Year
Salary
Bonus
(1)
Stock
Awards
(2)
Stock
Options
(2)
Non-equity
Incentive Plan
Compensation
(3)
Deferred
Compensation
Earnings
(4)
All Other
Compensation
(5)
Total
Ted Harris,
Chairman, President and Chief Executive Officer
2024
$1,155,000
$0
$2,862,289
$957,241
$1,843,753
$0
$54,486
$6,872,769
2023
$1,155,000
$0
$2,601,958
$867,121
$1,219,937
$0
$45,691
$5,889,707
2022
$1,100,000
$0
$2,476,850
$7,137,150
$1,189,293
$0
$44,972
$ 11,948,265
C. Martin Bengtsson,
Executive Vice President and Chief Financial Officer
2024
$572,149
$0
$904,470
$302,755
$596,901
$0
$32,100
$2,408,375
2023
$527,337
$0
$671,295
$224,961
$329,433
$0
$30,600
$1,783,626
2022
$502,226
$0
$601,307
$201,299
$329,903
$0
$32,000
$1,666,735
Frederic Boned,
Senior Vice President and General Manager, Human Nutrition and Health
2024
$518,125
$0
$593,513
$200,353
$537,999
$0
$32,100
$1,882,090
2023
$432,765
$50,000
$319,662
$106,345
$198,832
$0
$30,600
$1,138,204
2022
$65,385
$0
$419,400
$0
$150,000
$0
$51,662
$686,447
Hatsuki Miyata,
Executive Vice President, Chief Legal Officer and Secretary
2024
$471,136
$0
$498,706
$169,187
$393,215
$0
$32,600
$1,564,844
2023
$435,870
$0
$319,662
$106,345
$209,399
$0
$46,147
$1,117,423
2022
$176,539
$0
$534,000
$0
$218,809
$0
$46,319
$975,667
Martin Reid,
Senior Vice President and Chief Supply Chain Officer
2024
$468,078
$0
$452,235
$151,378
$390,066
$0
$32,100
$1,493,857
2023
$454,920
$0
$335,647
$114,525
$218,571
$0
$30,600
$1,154,263
2022
$437,423
$0
$319,777
$108,701
$202,836
$0
$32,000
$1,100,737
(1)
Reflects the value of cash sign-on bonus.
(2)
The amounts included in the “Stock Awards” and “Stock Options” columns reflect the aggregate grant date fair value as computed in accordance with FASB Accounting Standards Codification 718 adjusted to eliminate service-based forfeiture assumptions used for financial reporting purposes. A discussion of the assumptions used in valuation of Stock Options may be found in “Note 3 – Shareholders’ Equity” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025. For the fiscal years ended December 31, 2021 - 2024, the awards reported in the “Stock Awards” column above consist of Performance Shares and Time-Based Restricted Shares. The grant date fair value of the Performance Shares is reflected at target payout based on the probable outcome of the applicable performance conditions. The maximum value for the Performance Shares is as follows: (i) for 2024: Mr. Harris - $3,376,342; Mr. Bengtsson - $1,067,119; Mr. Boned - $699,938; Ms. Miyata - $588,063; Mr. Reid - $533,560; (ii) for 2023: Mr. Harris – $3,189,879; Mr. Bengtsson – $823,016; Mr. Boned - $392,176; Ms. Miyata - $392,176; Mr. Reid - $411,508; and (iii) for 2022: Mr. Harris – $3,523,546; Mr. Bengtsson – $856,034; Mr. Boned – N/A; Ms. Miyata - N/A; Mr. Reid - $455,631, with the foregoing being calculated by multiplying the number of shares that would be granted upon achievement of the highest performance conditions by the price on the grant date. For Ms. Miyata, the Stock Awards column for 2022 reflects sign-on Time-Based Restricted shares granted in part in recognition of the value in unvested equity and other benefits from her prior employer that she forfeited. In September 2022, the Compensation Committee approved a one-time retention grant comprised of 130,000 stock options with a grant date of September 15, 2022, and an estimated grant date fair value of approximately $6.3 million for Mr. Harris as part of the Company’s retention strategy and consistent with its pay-for-performance compensation philosophy. This stock options award grant is structured in four tranches with increasing exercise prices: (a) 25% at fair market value as of grant date (“FMV”); (b) 25% at FMV plus 10% premium; (c) 25% at FMV plus 15% premium; and (d) 25% at FMV plus 20% premium. Further, the options vest over a five-year period with: (a) 25% vesting on the third anniversary of the grant date; (b) 25% vesting on the fourth anniversary of the grant date; and (c) 50% vesting on the fifth anniversary of the grant date. The options expire on the tenth anniversary of the grant date.
(3)
Reflects the value of cash incentive bonuses earned under the Company’s ICP.
(4)
The Deferred Compensation Plan does not provide above-market or preferential earnings.
(5)
The amounts listed in the “All Other Compensation” column for fiscal 2024 include actual and estimated matching by the Company under the 401(k) Plan, and other perquisites and personal benefits, and details about these amounts are set forth in the table below.
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Executive Compensation
Name
Company 401k
Plan Matching
Other
Perquisites
Total All Other
Compensation
Ted Harris
$20,700
$33,786
$54,486
C. Martin Bengtsson
$20,700
$11,400
$32,100
Frederic Boned
$20,700
$11,400
$32,100
Hatsuki Miyata
$20,700
$11,900
$32,600
Martin Reid
$20,700
$11,400
$32,100
For Mr. Harris, the amounts other than 401(k) contributions reflect: (i) an automobile allowance; (ii) the reimbursement of certain expenses related to his use of a financial planner; (iii) amounts associated with the insurance and maintenance of Mr. Harris’ automobile; (iv) the reimbursement of automobile expenses that are related to Company business; and (v) employee award points. For Ms. Miyata, the amounts other than 401(k) contributions reflect: (i) an automobile allowance; (ii) matching Company contributions under Balchem’s matching charitable donation program available to all employees and directors up to $2,000 per year; and (iii) employee award points. For each NEO other than Mr. Harris and Ms. Miyata, the amounts other than 401(k) contributions reflect (i) an automobile allowance and (ii) employee award points.
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Executive Compensation
2024 Grants of Plan-Based Awards
Name
Grant
Date
Grant
Type
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock
(#)
All Other:
Number
of
Securities
Underlying
Stock
Options
(#)
Exercise
Price of
Stock
Option(3)
($/Share)
Grant Date
Fair Value
of Stock
and
Option
Awards(4)
($)
Threshold
Target
Maximum
Threshold
(#)
Target
(#)
Maximum
(#)
Ted Harris
 
ICP
$0
$1,270,500
$2,541,000
 
 
 
 
 
 
 
02/08/2024
Performance Shares
 
 
 
5,885
11,770
23,540
 
 
 
 
02/08/2024
Time-Based Restricted Shares
 
 
 
 
 
 
6,650
 
 
 
02/08/2024
Stock Options
 
 
 
 
 
 
 
21,500
$143.43
 
 
 
 
 
 
 
 
 
 
 
 
$3,819,530
C. Martin Bengtsson
 
ICP
$0
$429,112
$858,224
 
 
 
 
 
 
 
02/08/2024
Performance Shares
 
 
 
1,860
3,720
7,440
 
 
 
 
02/08/2024
Time-Based Restricted Shares
 
 
 
 
 
 
2,100
 
 
 
02/08/2024
Stock Options
 
 
 
 
 
 
 
6,800
$143,43
 
 
 
 
 
 
 
 
 
 
 
 
$1,207,225
Frederic Boned
 
ICP
$0
$310,875
$621,750
 
 
 
 
 
 
 
02/08/2024
Performance Shares
 
 
 
1,220
2,440
4,880
 
 
 
 
02/08/2024
Time-Based Restricted Shares
 
 
 
 
 
 
1,380
 
 
 
02/08/2024
Stock Options
 
 
 
 
 
 
 
4,500
$143.43
 
 
 
 
 
 
 
 
 
 
 
 
$793,866
Hatsuki Miyata
 
ICP
$0
$282,682
$565,363
 
 
 
 
 
 
 
02/08/2024
Performance Shares
 
 
 
1,025
2,050
4,100
 
 
 
 
02/08/2024
Time-Based Restricted Share Awards
 
 
 
 
 
 
1,160
 
 
 
02/08/2024
Stock Options
 
 
 
 
 
 
 
3,800
$143.43
 
 
 
 
 
 
 
 
 
 
 
 
$667,893
Martin Reid
 
ICP
$0
$280,847
$561,694
 
 
 
 
 
 
 
02/08/2024
Performance Shares
 
 
 
930
1,860
3,720
 
 
 
 
02/08/2024
Time-Based Restricted Shares
 
 
 
 
 
 
1,050
 
 
 
02/08/2024
Stock Options
 
 
 
 
 
 
 
3,400
$143.43
 
 
 
 
 
 
 
 
 
 
 
 
$603,612
(1)
The maximum amounts equal 200% of target. Additional information regarding the design of the ICP is included in the Compensation Discussion and Analysis.
(2)
The target number of shares shown in the table reflects the number of shares of our Common Stock earned if performance is achieved at target levels. All shares will be awarded net of applicable tax withholding. Dividend equivalents accrue during the performance cycle and will be paid out in shares, net of applicable tax withholding, based on the actual number of shares earned for the performance cycle, if any.
(3)
The exercise price equals the closing price of our Common Stock on the grant date except as otherwise indicated.
(4)
The amounts represent the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718.
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Executive Compensation
Terms and Conditions of Awards
The 2017 Omnibus Incentive Plan (the “2017 Plan”), as amended and restated in 2023 (the “Amended 2017 Plan”) provides for a variety of equity award vehicles to maintain flexibility. The Amended 2017 Plan permits the Company to grant Stock Options, Stock Appreciation Rights (“SARs”), restricted stock awards, dividend equivalents, performance awards, and other stock-based awards, and provides for the granting of cash performance awards. The Amended 2017 Plan is flexible and allows the Company to change equity grant practices from time to time.
After the adoption of the Amended 2017 Plan, no further awards were granted under the Second Amended and Restated 1999 Stock Plan (the “1999 Plan”), but outstanding awards granted under the 1999 Plan prior to the adoption of the Amended 2017 Plan continue in accordance with their terms.
Under the Amended 2017 Plan:
1.
Officers and other employees of the Company may be granted Stock Options which qualify as incentive stock options (“ISOs”) under Section 422(b) of the Code;
2.
Directors, officers and employees may be granted Stock Options which do not qualify as ISOs (“Non-Qualified Options”); and
3.
Directors, officers and employees may be granted Time-Based Restricted Shares and Performance Shares.
Generally, the exercise price per share of each Stock Option granted under the Amended 2017 Plan may not be less than the fair market value per share of Common Stock on the date of such grant and must have a term no longer than ten years. The Amended 2017 Plan expressly prohibits the repricing of stock options without shareholder approval.
Time-Based Restricted Shares vest in full three years from the date of grant. In the event the NEO’s employment with the Company is terminated prior to vesting in full, the Time-Based Restricted Shares are forfeited. In the event of death or disability, Time-Based Restricted Shares will vest based upon the amount of time remaining until the vesting date.
For grants in 2024, the Performance Shares are earned based on the Company’s achievement of certain performance criteria over a three-year period. Performance Shares will vest based upon the amount of time remaining until the vesting date in the event of recipient’s prior death, disability or “retirement,” as such is defined in the applicable Performance Share Grant Agreement.
In addition, upon a change in control or in connection with a termination of employment of the NEO without cause, the Compensation Committee may accelerate the vesting and/or payment dates of awards in its discretion.
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Executive Compensation
Outstanding Equity Awards at Fiscal Year End 2024
The following table shows outstanding Stock Options classified as exercisable and not currently exercisable as of December 31, 2024 for each NEO. The table also discloses the number and value of unvested Time-Based Restricted Shares and Performance Shares as of December 31, 2024.
Name
 
Stock Awards
Performance Awards
# Of Securities Unexercised Underlying Options
Exercisable(1)
Not currently
Exercisable(1)
Option
Exercise
Price/share
Option
Expiration
Date
Number of
Unvested
Shares
$(3)
Number of
Unvested
Shares(2)
$
$(3)
Ted Harris
25,930
0
85.40
2/21/2027
 
 
 
 
18,800
0
74.57
2/15/2028
 
 
 
 
28,300
0
84.09
2/13/2029
 
 
 
 
24,500
0
111.94
2/13/2030
 
 
 
 
21,900
0
119.13
2/11/2031
 
 
 
 
12,300
8,200
138.07
2/10/2032
 
 
 
 
0
32,500
125.71
9/15/2032
 
 
 
 
0
32,500
138.28
9/15/2032
 
 
 
 
0
32,500
144.57
9/15/2032
 
 
 
 
0
32,500
150.85
9/15/2032
 
 
 
 
4,240
16,960
138.09
2/8/2033
 
 
 
 
0
21,500
143.43
2/8/2034
18,910
$3,082,330
36,080
$5,881,040
C. Martin Bengtsson
15,000
0
85.33
2/4/2029
 
 
 
 
6,000
0
84.09
2/13/2029
 
 
 
 
4,800
0
111.94
2/13/2030
 
 
 
 
5,300
0
119.13
2/11/2031
 
 
 
 
3,000
2,000
138.07
2/10/2032
 
 
 
 
1,100
4,400
138.09
2/8/2033
 
 
 
 
0
6,800
143.43
2/8/2034
5,170
$842,710
9,800
$1,597,400
Frederic Boned
520
2,080
138.09
2/8/2033
 
 
 
 
0
4,500
143.43
2/8/2034
5,150
$839,450
3,860
$629,180
Hatsuki Miyata(4)
520
2,080
138.09
2/8/2033
 
 
 
 
0
3,800
143.43
2/8/2034
3,264
$532,032
3,470
$565,610
Martin Reid
2,500
0
118.96
2/8/2031
 
 
 
 
3,300
0
119.13
2/11/2031
 
 
 
 
1,620
1,080
138.07
2/10/2032
 
 
 
 
560
2,240
138.09
2/8/2033
 
 
 
 
0
3,400
143.43
2/8/2034
2,630
$428,690
5,000
$815,000
(1)
Stock Options granted under the Amended 2017, the 2017 Plan, and the 1999 Plan have a term of ten years from the grant date and become exercisable 20% after 1 year, 60% after 2 years and 100% after 3 years, beginning on the first anniversary of the grant date.
(2)
Time-Based Restricted Shares vest three years from the date of grant. Performance Shares vest in three years and are reflected at target payout based on the probable outcome of the performance conditions. The following table provides information with respect to the final vesting dates of each outstanding restricted stock award (both Time-Based Restricted Shares and Performance Shares) held by each NEO as of December 31, 2024.
(3)
Value is computed based on the closing price of our Common Stock on December 31, 2024, which was $163.00 per share.
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Executive Compensation
Final Vesting Date
Ted
Harris
Martin
Bengtsson
Frederic
Boned
Hatsuki
Miyata
Martin
Reid
Jan. 1, 2025
12,760
3,100
 
 
1,650
Feb. 10, 2025
5,980
1,450
 
 
770
July 27, 2025
 
 
 
1,334(4)
 
Oct. 31, 2025
 
 
3,000
 
 
Jan. 1, 2026
11,550
2,980
1,420
1,420
1,490
Feb. 8, 2026
6,280
1,620
770
770
810
Jan. 1 2027
11,770
3,720
2,440
2,050
1,860
Feb. 8, 2027
6,650
2,100
1,380
1,160
1,050
Total
54,990
14,970
9,010
6,734
7,630
(4)
In connection with the hiring of Ms. Miyata as Executive Vice President, Chief Legal Officer and Secretary, the Company provided in part that Ms. Miyata would receive 4,000 shares of Company Time-Based Restricted Shares, which will vest ratably over three years after the date of grant (July 27, 2022), with one third vesting each year beginning in 2023. These Time-Based Restricted Shares were granted in part in recognition of the value in unvested equity and other benefits from her prior employer that she forfeited.
Option Exercises and Stock Vested in 2024
The following table sets forth certain information regarding options and stock awards exercised and vested, respectively, by each of our NEOs during the fiscal year ended December 31, 2024.
 
Option Awards
Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($)(1)
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized on
Vesting
($)
Ted Harris
34,350
$3,303,814
26,699(2)
$3,840,952
C. Martin Bengtsson
0
N/A
6,425(2)
$924,312
Frederic Boned
0
N/A
0
N/A
Hatsuki Miyata
0
N/A
1,333(3)
$240,980
Martin Reid
0
N/A
5,463(2)
$785,268
(1)
Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options.
(2)
Reflects the vesting of (a) Performance Shares granted in 2021 under the Fiscal 2021 – 2023 Performance Share awards including dividend equivalent shares; and (b) Time-based Restricted Shares granted in 2021, subject to a three-year vesting requirement. The Performance Shares were subject to performance goals for the performance period ended December 31, 2023, with the number of TSR Performance Shares vesting representing 153.9% of the target shares and the EBITDA Performance Shares vesting representing 200.0% of the target shares. Awards vested on February 8, 2024. See “LTIP Awards” beginning at Page 41 above). Values realized for Performance Shares earned are based on the closing share prices $143.43 on February 8, 2024, the date the Compensation Committee determined that the performance targets for the performance period ended December 31, 2023 had been met.
(3)
Reflects the vesting of Time-based Restricted Shares which vest ratably over three years after the grant date (July 27, 2022), with one third vesting each year beginning in 2023. These Time-Based Restricted Shares were granted in part in recognition of the value in unvested equity and other benefits from Ms. Miyata’s prior employer that she forfeited.
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Executive Compensation
Nonqualified Deferred Compensation
For a description of the Balchem Deferred Compensation Plan, see “Balchem Deferred Compensation Plan” at page 45 above.
Information regarding deferred elections under the Deferred Compensation Plan are included in the table below:
Name
NEO
Contributions in
Last Fiscal
Year(1)
($)
Aggregate
Earnings in Last
Fiscal Year
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last Fiscal
Year End
($)
Ted Harris
$0
$442,844
$0
$4,847,692
C. Martin Bengtsson
$0
$0
$0
$0
Frederic Boned
$0
$0
$0
$0
Hatsuki Miyata
$0
$0
$0
$0
Martin Reid
$0
$0
$0
$0
(1)
NEO contributions include any deferrals of annual compensation, including earned awards under the ICP. These amounts are included in the NEOs’ compensation under either “Salary” or “Non-Equity Incentive Compensation”.
Termination of Employment and Change in Control Arrangements
Agreement with Mr. Harris. We entered into an employment agreement with Mr. Harris on April 22, 2015 (the “Harris Agreement”), which provides for automatic one-year extensions of the employment term unless either party provides within 60 days of the end of the then-current term written notice of its intention not to extend the agreement.
If the Harris Agreement is terminated, either by us or by Mr. Harris, and Mr. Harris releases claims in favor of the Company, Mr. Harris is entitled to receive any unpaid (earned at the date of such termination) salary, vacation and/or ICP bonus which Mr. Harris earned in respect of specific objectives completed during the fiscal year, and, in certain circumstances, other payments as more particularly described in the table below.
For equity awards made under the Amended 2017 Plan, in the event of a Change in Control (as defined therein) and involuntary termination by the Company within 24 months following such Change in Control, awards that are options or SARs will become fully exercisable upon the date of such involuntary termination, and the restrictions in force and applicable with respect to any other such awards (i.e., awards other than options and SARs) will automatically lapse upon the date of the involuntary termination, with any such awards that are subject to performance criteria deemed to vest at the “target” level of performance.
In the event that any of the payments provided for in the Harris Agreement otherwise would constitute an “excess parachute payment” (as defined in Section 280G of the Code), the amount of payments would be reduced to the maximum level that would not result in excise tax under Section 4999 of the Code, if this reduction would cause Mr. Harris to receive a larger after-tax amount than if no reduction were made.
During the period of Mr. Harris’ employment (or, in the case of a voluntary termination by Mr. Harris or a termination of his employment by the Company for Cause, the balance of the term of the Harris Agreement before giving effect to such termination) and for a period of two years thereafter, the Harris Agreement imposes on Mr. Harris certain non-competition and non-solicitation obligations regarding the Company and its clients, customers and its employees.
The amount of compensation payable to Mr. Harris in the event of termination of employment, assuming termination as of December 31, 2024, and a share price for our Common Stock equal to the closing market price on that date, is set forth in the table below. The Harris Agreement does not obligate us to provide any compensation to Mr. Harris in the case of a Change in Control that does not result in termination of employment. The Amended 2017 Plan allows for the discretionary acceleration of outstanding awards upon the occurrence of a Change in Control.
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Executive Compensation
Benefits and Payments Upon Termination(1)
Event
Base
Salary
ICP
Bonus(2)
Acceleration of
Vesting Stock
Options and
Restricted
Shares(3)
Total
Voluntary termination by Mr. Harris, upon Mr. Harris’ death or termination for Cause(4)
$0
$1,843,753
$0
$1,843,753
Termination by the Company for other than Cause, Mr. Harris’ death or in response to a notice from that he intends to terminate the Harris Agreement or by Mr. Harris for Good Reason(5)
$2,310,000
$1,843,753
$0
$4,153,753
Termination by Company prior to the second anniversary of a Change in Control for other than for Cause, Mr. Harris’ death or in response to a notice from that he intends to terminate the Harris Agreement
$2,310,000
$1,843,753
$13,020,200
$17,173,953
Voluntary termination by Mr. Harris prior to the second anniversary of a Change in Control
$1,155,000
$1,843,753
$13,020,200
$16,018,953
(1)
Table assumes termination occurred on December 31, 2024, and, in the case of events following a Change in Control, that the Change in Control occurred during 2024.
(2)
Represents the ICP Bonus earned by Mr. Harris in fiscal year 2024.
(3)
While the Harris Agreement does not call for the acceleration of equity (other than the Equity Replacement Shares (as defined therein) which such Equity Replacement Shares vested by their own terms in 2016 and 2017), under the Amended 2017 Plan, the Compensation Committee has discretionary authority to determine the treatment of awards thereunder and the Amended 2017 Plan calls for the acceleration of equity grants as described in the narrative above in the event of a Change in Control (as defined in the Amended 2017 Plan). Amounts in this column are calculated by: (i) multiplying the number of shares subject to accelerated vesting (all Time-Based Restricted Shares being accelerated, and the target level of Performance Shares being accelerated) by $163.00, which is the closing market price per share of our Common Stock on December 31, 2024, and (ii) the difference between (x) the per share grant price of the accelerated Stock Options and (y) $163.00, which is the closing market price per share of our Common Stock on December 31, 2024.
(4)
Under the Harris Agreement, “Cause” means: habitual absence or lateness; gross insubordination or material violation of published material Company policies; failure to devote full time to the Company’s business; failure to comply with the obligations of confidentiality, non-competition and non-solicitation of the Company’s clients, customers and employees; any action which constitutes a violation of any applicable criminal statute; or any act which frustrates or violates the fiduciary duties owed by Mr. Harris to the Company.
(5)
Under the Harris Agreement, “Good Reason” will have occurred if Mr. Harris terminates his employment within twelve months after he has been demoted from his position as President and Chief Executive Officer or shall otherwise have suffered by reason of the Company’s intentional actions regarding the terms and nature of his employment such a fundamental change in his employment as to effectively amount to a “constructive termination” of his employment with Company (but he shall not in fact have been discharged from such employment), including a reduction of his base annual salary, or a diminution in his duties or responsibilities.
The amounts shown in the table above do not include payments for accrued salary and vacation, or payments made under any life insurance policy in the case of death. Amounts shown in the table are subject to reduction to the extent necessary to avoid an “excess parachute payment” under Section 280G of the Code, if such reduction would cause the executive to receive a larger after-tax amount than if no reduction were made.
Offer Letter with Mr. Bengtsson. Under the terms of the Bengtsson Offer Letter, if the Company terminates Mr. Bengtsson’s employment for any reason other than Cause (as defined in the Bengtsson Offer Letter), Mr. Bengtsson will receive a severance payment equal to one year of annual base salary, which was $572,149 as of December 31, 2024, payable in twelve equal installments commencing on the month following the month in which the termination occurs.
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Executive Compensation
The other NEOs do not have employment agreements or any entitlement to post-employment compensation or benefits in 2024, except to the extent such officers are eligible to receive certain benefits under the Company’s Officer Retiree Program, as described below. Note that in 2025, the Compensation Committee approved the adoption of an Executive Severance Policy, the details of which are noted in page 44 of this Proxy Statement.
In the event of an executive officer’s retirement in accordance with the Officer Retiree Program which requires that at the time of voluntary termination of employment, the sum of the officer’s age and years of service is at least 70, the officer has at least ten years of service and has served at least three consecutive years as an officer, then, subject to the terms of the Officer Retiree Program: (1) the retiree officer and their spouse and any eligible dependents (who are eligible to be covered under the retiring officer’s medical plan) are eligible to receive the same coverage available to an active employee (under such plan) for the retiree officer and spouse’s life, or until Medicare is available, for a maximum of ten (10) years, and the retiree officer or his/her spouse will be charged the portion of the coverage premiums that the Company would have paid if the retiree officer were an active employee; (2) stock options granted shall continue to vest and become exercisable in accordance with their original vesting schedule; (3) restricted stock grants shall continue to vest in accordance with their original vesting schedule; and (4) performance share grants shall continue to vest in accordance with their original vesting schedule.
Upon a change in control or in connection with a termination of employment of the NEO without cause, the Compensation Committee may accelerate the vesting and/or payment dates of awards in its discretion. Except as provided in the Harris Agreement, the Amended 2017 Plan does not provide for automatic acceleration of outstanding awards upon the occurrence of a change in control.
Related Party Transactions
The Company has adopted a related party transaction policy. Under the related party transaction policy, our Audit Committee reviews and approves proposed transactions or courses of dealings expected to exceed $120,000 in any fiscal year with respect to which holders of 5% or more of our stock, our officers, our directors, or members of their immediate families, have a direct or indirect material interest. Before entering into any transaction, arrangement or relationship constituting a related party transaction, other than certain pre-approved transactions, the related party must notify the Company’s Chief Legal Officer in writing of all material facts and circumstances of the proposed transaction. Proposed related party transactions must be reviewed by the Audit Committee, which has the authority to approve or disapprove the transaction based on appropriate factors, including whether the transaction is in the ordinary course of business, whether the transaction was initiated by the Company or the related party, whether the transaction is on terms no less favorable to the Company than terms generally available from an un-affiliated third party, the potential benefit to the Company, the amount of money involved, any impact on a director’s independence to serve on the board or any committees, the extent of the related person’s interest in the transaction, and any other information that would be material to investors.
An Audit Committee member who is the related party does not participate in the decision to approve or disapprove the transaction. If a related party transaction will be ongoing, the Audit Committee may establish guidelines for Company management to follow in its dealings with the related party and the Audit Committee will regularly review such transactions.
The Audit Committee has preapproved the following related party transactions: (a) employment of executive officers, (b) director compensation, (c) transactions with other companies where the related party’s only relationship is as a director or owner of less than 10% of that company’s outstanding equity, (d) charitable contributions not exceeding $120,000 where the related party’s only relationship is as an employee, (e) transactions where all shareholders receive proportional benefits, and (f) indemnification pursuant to the Company’s Certificate of Incorporation or Bylaws or other agreement.
In addition, the Company’s Code of Conduct, which sets forth standards applicable to all employees, officers and directors of the Company, requires that all employees, officers and directors must disclose outside business or financial interest which could influence the discharge of their responsibilities to the Company. Any waivers of the provisions of, the Code of Conduct, if any, made with respect to any of our directors or officers will be posted on our website at www.balchem.com. No such waivers were requested or granted in 2024.
During 2024, there were no Related Person Transactions in which any of our directors or officers or their immediate family members had a direct or indirect material interest. We have not made payments to our independent, non-employee directors other than the fees to which they are entitled as directors (described
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Executive Compensation
under the heading “Director Compensation” on page 31 of this Proxy Statement) and the reimbursement of expenses related to their services as directors. As an employee director, Mr. Harris does not receive any compensation for his services as Director and Chair of the Board.
Equity Compensation Plan Information
The following table provides information, as of December 31, 2024, with respect to shares of our Common Stock that may be issued pursuant to awards under the Amended 2017 Plan, 2017 Plan and the 1999 Plan (each described above). These plans are the Company’s only equity compensation plans approved by security holders, and there are no equity compensation plans that have not been approved by security holders. It should be noted that shares of our Common Stock may be allocated to, or purchased on behalf of, participants in the Company’s 401(k) retirement plan (described above). Consistent with SEC regulations governing equity compensation plans, information relating to shares issuable or purchased under the Company’s 401(k) retirement plan is not included in the table below.
Plan Category
Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
Weighted-Average
Exercise Price Per
Share of
Outstanding
Options, Warrants
and Rights
Number of
Shares Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Shares Reflected
in Column)(1)
Equity compensation plans approved by security holders
961,816
114.81
836,521
Equity compensation plans not approved by security holders
 
 
 
Total
961,816
114.81
836,521
(1)
9,474 shares of unvested Time-Based Restricted Shares granted to non-employee directors and 93,334 shares of unvested Time-Based Restricted Shares granted to NEOs are excluded from this table.
Equity Award Grant Practices
The Company’s general practice is to grant equity awards on a predetermined schedule. The Compensation Committee reviews annual LTI equity awards at its first quarterly meeting of any new fiscal year and approves the value and amount of the equity compensation (RSUs, PSUs and stock options) to be awarded to executive officers. The grant of approved equity awards occurs shortly after such committee meeting is held. In certain circumstances, including the hiring or promotion of senior management, the Compensation Committee may approve grants to be effective at other times. When determining the timing and terms of equity awards, the Compensation Committee does not take any material non-public information into account. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted during the first quarter of the new fiscal year to provide incentive to the executives to deliver on the Company’s strategic objectives for the new fiscal year. Further, the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
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Executive Compensation
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, set forth below is disclosure regarding the relationship of the annual total compensation of our employees and the total annual compensation of Mr. Harris, our Chairman, President and CEO.
Mr. Harris had 2024 annual total compensation of $6,872,769 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2024 was $57,332. Therefore, the ratio of Mr. Harris’ 2024 annual total compensation to that of our median employee is approximately 120 to 1.
We identified the median employee by examining the 2024 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2024, the last day of our payroll year. We included all employees whether they were employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and annualized the compensation for any full-time employees who were not employed by the Company for all of 2024. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Approximately four percent of our employees receive annual equity awards.
After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology that we use for our NEOs as set forth in the 2024 Summary Compensation Table. Given the different methodologies that various public companies will use to determine their pay ratio, the CEO Pay Ratio reported above should not be used as a basis for comparison between companies.
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ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE
ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE
The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (“CAP”) to such individuals, as defined under SEC rules, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income (which we refer to as “Net Earnings” in the Consolidated Statements of Earnings in our Form 10-K) and Adjusted EBITDA over such years in accordance with SEC rules.
Pay Versus Performance Table
Year
Summary
Compensation
Table Total for
Ted Harris(1)
$
Compensation
Actually Paid to
Ted Harris(2)(2a)
$
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(3)
$
Average
Compensation
Actually Paid to
Non-CEO
NEOs(2)(2a)(3)
$
Year-end value of $100 invested
on 12/31/2019 in(4):
Net
Income(5)
(in millions)
$
Adjusted
EBITDA(6)
(in millions)
$
BCPC
$
Peer Group
Total
Shareholder
Return
$
2024
6,872,769
8,371,060
1,837,292
2,265,811
164.52
118.83
128.48
250.3
2023
5,889,707
10,939,071
1,298,379
1,667,102
149.36
124.91
108.54
230.9
2022
11,948,265
7,975,827
1,190,453
608,803
121.95
123.18
105.37
215.7
2021
5,761,673
12,201,461
1,260,686
2,362,829
167.40
142.61
96.10
189.8
2020
4,620,255
5,611,326
1,022,275
1,366,466
113.96
115.20
84.62
174.2
(1)
The Principal Executive Officer (“PEO”) for all five fiscal years is Ted Harris, the Company's Chairman, President and Chief Executive Officer.
(2)
CAP for the PEO and average CAP for our other NEOs in each of 2024, 2023, 2022, 2021, and 2020 reflect the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. CAP values reflected in the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Executive Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2024, see the section titled “Compensation Discussion and Analysis” of this proxy statement.
 
2024
2023
2022
2021
2020
 
Harris, Ted
Average
Non-CEO
NEOs
Harris, Ted
Average
Non-CEO
NEOs
Harris, Ted
Average
Non-CEO
NEOs
Harris, Ted
Average
Non-CEO
NEOs
Harris, Ted
Average
Non-CEO
NEOs
Total Compensation from Summary Compensation Table
$6,872,769
$1,837,292
$5,889,707
$1,298,379
$11,948,265
$1,190,453
$5,761,673
$1,260,686
$4,620,255
$1,022,275
Adjustments for Equity Awards
 
 
 
 
 
 
 
 
 
 
Adjustment for grant date values in the Summary Compensation Table
$(3,819,530)
$(818,149)
$(3,469,079)
$(549,611)
$(9,614,000)
$(520,728)
$(2,890,856)
$(513,216)
$(2,253,423)
$(371,859)
Year-end fair value of unvested awards granted in the current year
$4,846,555
$1,038,255
$4,208,750
$666,945
$8,784,799
$438,360
$5,056,198
$886,531
$2,511,162
$506,755
Year-over-year difference of year-end fair values for unvested awards granted in prior years
$641,096
$217,391
$3,744,224
$213,440
$(2,243,152)
$(345,097)
$4,165,417
$717,164
$622,749
$175,648
Fair values at vest date for awards granted and vested in current year
$
$
$
$
$
$
$
$
$
$
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