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

TABLE OF CONTENTS

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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ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE
 
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
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years
$(182,798)
$(11,543)
$555,762
$37,239
$(747,011)
$(141,472)
$93,812
$9,036
$104,515
$30,921
Forfeitures during current year equal to prior year-end fair value
$
$
$
$
$(203,699)
$(19,401)
$
$
$
$
Dividends or dividend equivalents not otherwise included in total compensation
$12,968
$2,565
$9,708
$709
$50,625
$6,688
$15,217
$2,628
$6,068
$2,726
Total Adjustments for Equity Awards
$1,498,291
$428,519
$5,049,364
$368,723
$(3,972,438)
$(581,650)
$6,439,788
$1,102,143
$991,071
$344,191
Compensation Actually Paid (as calculated)
$8,371,060
$2,265,811
$10,939,071
$1,667,102
$7,975,827
$608,803
$12,201,461
$2,362,829
$5,611,326
$1,366,466
(2a)
The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid:
-
Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date.
-
Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price.
-
Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date.
-
Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits.
-
Represents annual dividend yield on each vest/FYE date.
(3)
Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:
2024: Martin Bengtsson, Martin Reid, Hatsuki Miyata, Frederic Boned
2023: Martin Bengtsson, Martin Reid, Hatsuki Miyata, Frederic Boned
2022: Martin Bengtsson, Jim Hyde, Martin Reid, Jonathan Griffin, Hatsuki Miyata
2021: Martin Bengtsson, Jim Hyde, Mark Stach, William Backus, Martin Reid
2020: Martin Bengtsson, Jim Hyde, Mark Stach, William Backus, Scott Mason
(4)
TSR is cumulative (assuming $100 was invested on December 31, 2019) for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Dow Jones U.S. Specialty Chemicals Index. Historic stock price performance is not necessarily indicative of future stock performance.
(5)
Reflects “Net Earnings” in the Company’s Consolidated Statements of Earnings included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020.
(6)
Adjusted EBITDA is the financial measure from the tabular list of Company Performance Metrics below which, in the Company’s assessment, represents the most important financial measure used by the Company to link compensation and performance in 2024. Adjusted EBITDA as used in this Proxy Statement is a non-GAAP financial measure calculated by adding interest, taxes, depreciation, amortization, and other expenses to earnings.
Most Important Financial Performance Measures
The unranked list below represents the Company’s most important measures used to link compensation to performance:
Company Performance Metrics(1)
 
Adjusted EBITDA
 
EBITDA
 
Free Cash Flow
 
Total Shareholder Return
 
(1)
For further information regarding these company performance metrics and their function in the Company’s executive compensation program, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.
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ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE
Relationship between Compensation Actually Paid and Company Performance Measures
CAP vs TSR
The following graph compares compensation actually paid to our PEOs and the average compensation actually paid to our other NEOs to (i) our cumulative TSR, and (ii) Dow Jones U.S. Specialty Chemicals Index TSR, for the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024.


CAP vs GAAP Net Earnings
The following graph compares (i) compensation actually paid to our PEOs and the average compensation actually paid to our other NEOs to (ii) our net earnings, for the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024.


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ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE
CAP vs Company Selected Measure
The following graph compares (i) compensation actually paid to our PEOs and the average compensation actually paid to our other NEOs to (ii) annual adjusted EBITDA, for the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024.

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