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