PAHC Phibro Animal Health Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.   )

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Phibro Animal Health Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

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Phibro Animal Health Corporation

Glenpointe Centre East, 3^rd Floor

300 Frank W. Burr Blvd., Suite 21

Teaneck, NJ 07666

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 A.M. Eastern Time on Monday, November 6, 2023

Dear Stockholder

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Phibro Animal Health Corporation, a Delaware corporation (the “Company”), will be held at 9:00 A.M. Eastern Time on Monday, November 6, 2023, at the Company’s offices located at Glenpointe Centre East, 3^rd Floor, 300 Frank W. Burr Blvd., Suite 21, Teaneck, NJ 07666.

The purposes of the Annual Meeting, as more fully described in the accompanying proxy statement, are:

Our Board of Directors has fixed the close of business on September 8, 2023 (the “Record Date”) as the record date for the Annual Meeting. Only stockholders of record on the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. You may vote in person at the Annual Meeting or by mailing a proxy card, if you have requested one.

This proxy statement and our annual report can be accessed directly at the following internet address: http://www.astproxyportal.com/ast/18918/. The Company will begin mailing its Notice of Internet Availability of Proxy Materials, proxy statement and the 2023 Annual Report on Form 10-K and proxy card/voting instruction form to stockholders on September 18, 2023.

Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. We appreciate your continued support of Phibro Animal Health Corporation.

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PHIBRO ANIMAL HEALTH CORPORATION

PROXY STATEMENT

FOR 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 A.M. Eastern Time on Monday, November 6, 2023

This proxy statement and the enclosed form of proxy card are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or “Board”) for use at the 2023 Annual Meeting of Stockholders of Phibro Animal Health Corporation, a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Monday, November 6, 2023, at 9:00 A.M. Eastern Time, at the Company’s offices located at Glenpointe Centre East, 3^rd Floor, 300 Frank W. Burr Blvd., Suite 21, Teaneck NJ 07666. The Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access this proxy statement and our annual report, is first being mailed on or about September 18, 2023 to all stockholders of record as of September 8, 2023 (the “Record Date”). Only stockholders of record as of the Record Date will be entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should carefully read this proxy statement in its entirety. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. As used in this proxy statement, the terms “Phibro,” “Company,” “we,” “us” and “our” mean Phibro Animal Health Corporation and its subsidiaries unless the context indicates or requires otherwise.

Why am I receiving these proxy materials?

Our Board of Directors is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held on Monday, November 6, 2023, at 9:00 A.M. Eastern Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. The notice of Annual Meeting, this proxy statement and accompanying form of proxy card are being made available to you on or about September 18, 2023. This proxy statement includes information that we are required to provide to you under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated by the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.

What is included in the proxy materials?

The proxy materials include:

How can I get electronic access to the proxy materials?

The Company’s proxy materials are available electronically at http://www.astproxyportal.com/ast/18918/.

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What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance and certain other required information.

Where is the Annual Meeting?

The Annual Meeting will be held at the Company’s offices located at Glenpointe Centre East, 3^rd Floor, 300 Frank W. Burr Blvd., Suite 21, Teaneck NJ 07666. The telephone number at that location is +1 (201) 329-7331.

Can I attend the Annual Meeting?

You are invited to attend the Annual Meeting if you were a stockholder of record or a beneficial owner as of the Record Date, which is September 8, 2023. Admission will begin at 8:30 A.M. Eastern Time on the date of the Annual Meeting, and you must present valid picture identification acceptable to us, such as a driver’s license or passport, and, if asked, provide proof of stock ownership as of the Record Date. Please note that seating is limited. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is prohibited at the Annual Meeting. The meeting will begin promptly at 9:00 A.M. Eastern Time. Stockholders may request directions to the Company’s offices in order to attend the Annual Meeting by calling our corporate offices at +1 (201) 329-7331.

What matters am I voting on?

You will be voting on:

How does the Board of Directors recommend I vote on these proposals?

Our Board of Directors recommends a vote:

Who is entitled to vote?

Holders of our Class A common stock and Class B common stock as of the close of business on the Record Date may vote at the Annual Meeting. As of the Record Date, there were 20,337,574 shares of our Class A common stock outstanding and 20,166,034 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock are entitled to one vote and ten votes per share, respectively. In deciding all matters at the Annual Meeting, each eligible stockholder of Class A common stock will be entitled to one vote for each share of our Class A common stock held by him or her on the Record Date and each eligible stockholder of Class B common stock will be entitled to ten votes for each share of our Class B common stock held by him or her on the Record Date. We do not have cumulative voting rights for the election of directors.

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Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting.

Street Name Stockholders. If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock in person at the Annual Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction card for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

How many votes are needed for approval of each proposal?

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person or by proxy, of a majority in voting power of all issued and outstanding shares of our Class A common stock and Class B common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are two ways to vote:

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the internet. However, the availability of telephone and internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street

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name stockholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. Judith Weinstein and Anthony Andolino have been designated as proxies by our Board of Directors. When proxy cards are properly dated, validly executed and returned, the shares represented by such proxy cards will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given on a properly dated, validly executed and returned proxy card, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about September 18, 2023 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the internet to help reduce the environmental impact of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our “routine matters.” Our sole “routine matter” is Proposal 2, the

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proposal to ratify the selection of PwC as our auditor for the fiscal year ended June 30, 2024. Your broker will not have discretion to vote on the election of directors, which is a “non-routine” matter, absent direction from you.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Phibro or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Who will serve as inspector of elections?

The inspector of elections will be Judith A. Weinstein, who is the Senior Vice President, General Counsel and Corporate Secretary of Phibro Animal Health Corporation.

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PROPOSAL ONE — ELECTION OF CLASS I DIRECTORS

General

Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of eight members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Our amended and restated certificate of incorporation authorizes our Board of Directors to fill vacancies on our Board of Directors until the next annual meeting of stockholders at which the directors of the class in which such vacancy occurred will be elected. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Nominees

Three Class I Directors have been nominated for election for a three-year term expiring at our 2026 annual meeting. Our Board of Directors has approved and nominated Daniel M. Bendheim, Jonathan Bendheim and Sam Gejdenson for election as the three Class I Directors. The term of office of each person elected as a Class I Director will continue until such director’s term expires in 2026, or until such director’s successor has been duly elected and qualified.

Information Regarding the Nominees and other Directors

Nominees for Class I Directors for a Term Expiring in 2026
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Incumbent Class II Directors, Whose Terms Expire in 2024

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Incumbent Class III Directors, Whose Terms Expire in 2025

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Vote Required

The election of directors requires a plurality vote of the combined voting power of our Class A common stock and Class B common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon, voting together as one class, to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “for” or “withhold” on each of the nominees for election as a director.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE CLASS I NOMINEES NAMED ABOVE.

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PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Our audit committee (“Audit Committee”) has selected PwC, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending June 30, 2024. During our fiscal year ended June 30, 2023, PwC served as our independent registered public accounting firm and our Board has previously selected PwC to serve as our independent registered public accounting firm for the fiscal quarters ending September 30, 2023, December 31, 2023 and March 31, 2024. The engagement letter that we have entered into with PwC with respect to these fiscal quarters is subject to alternative dispute resolution procedures including, under certain circumstances, binding arbitration. A representative of PwC will be present at the Annual Meeting to make a statement if they desire to do so. They will also be available to answer appropriate questions from stockholders.

Notwithstanding the selection of PwC and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may select another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of Phibro Animal Health Corporation and its stockholders. At the Annual Meeting, our stockholders are being asked to ratify the selection of PwC as our independent registered public accounting firm for our fiscal year ending June 30, 2024. Our Audit Committee is submitting the selection of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance.

If our stockholders do not ratify the selection of PwC, our Board of Directors may reconsider the selection.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to Phibro by PwC for our fiscal years ended June 30, 2023 and 2022.

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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to our Amended and Restated Audit Committee Charter, our Audit Committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. The Audit Committee pre-approved all services provided to us by PwC for the fiscal years ended June 30, 2023 and 2022.

Auditor Independence

Other than those professional services listed above, there were no other professional services provided by PwC in our fiscal year ended June 30, 2023. In addition, the Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC its independence.

Vote Required

The ratification of the selection of PwC requires the affirmative vote of a majority of the combined voting power of our Class A common stock and Class B common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon, voting together as one class. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP.

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CORPORATE GOVERNANCE

Controlled Company

BFI controls a majority of the combined voting power of our outstanding Class A common stock and Class B common stock. As a result, we are a “controlled company” under the Nasdaq Stock Market (“Nasdaq”) corporate governance standards. As a controlled company, exemptions under the standards free us from the obligation to comply with certain corporate governance requirements, including the requirements:

Since we have availed ourselves of the “controlled company” exemption under the Nasdaq rules, we do not have a Corporate Governance and Nominating Committee. These exemptions do not modify the independence requirements for our Audit Committee, and we have complied with the requirements of Rule 10A-3 of the Exchange Act and the rules of Nasdaq, which require us to have an audit committee comprised of at least three members, all of whom are independent. On May 1, 2023, Mr. Bernal replaced Mr. Jack C. Bendheim to serve as a member of our Compensation Committee, and as of such date, all the members of our Compensation Committee are independent.

Structure of Our Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of eight members. The total number of directors who constitute our Board of Directors may be set by resolution of our Board of Directors. Mr. Jack C. Bendheim serves as Chairman of our Board of Directors and our President and Chief Executive Officer.

Our Board of Directors is divided into three classes with staggered terms. Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the end of such three-year term and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, removal, disqualification or retirement.

Ms. Malanoski and Ms. Wrenn serve as Class II Directors, whose terms expire at the 2024 annual meeting. Mr. Jack C. Bendheim, Mr. Bernal and Mr. Corcoran serve as Class III Directors, whose terms expire at the 2025 annual meeting. The Class I Directors are current nominees for election for a term expiring at our 2026 annual meeting.

Director Independence

Because BFI controls a majority of the combined voting power of our outstanding Class A common stock and Class B common stock, we are a controlled company under the Nasdaq corporate governance standards. As a controlled company, we are exempt from the requirement under Nasdaq Rule 5605(a)(2) that a majority of our Board of Directors consists of “independent directors,” as defined under such rules. Nevertheless, our Board of Directors has reviewed the independence of the current members of the Board of Directors in accordance with the independence requirements of the

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applicable Nasdaq rules and has determined, based upon information provided by each director concerning his or her background, employment and affiliations, that Mr. Bernal, Mr. Corcoran, Mr. Gejdenson, Ms. Malanoski and Ms. Wrenn are “independent directors” under the relevant Nasdaq rules.

Board Leadership Structure

Mr. Jack C. Bendheim serves as our President and Chief Executive Officer and our Chairman of the Board. Our Board of Directors has carefully considered its leadership structure and believes at this time that Phibro and its stockholders are best served by having one person serve in all of these positions. We believe that combining the roles fosters accountability, effective decision-making and alignment between interests of the Board of Directors and management. Mr. Bendheim also is able to use the in-depth focus and perspective gained in his executive function to assist our Board of Directors in addressing both internal and external issues affecting Phibro.

Our Board of Directors has determined not to appoint one independent director to serve as lead independent director at this time. Our independent directors meet in regularly scheduled executive sessions without non-independent directors and at other times as necessary. We believe that our Board, which is comprised of a majority of independent directors, is highly independent, empowered and engaged. Our Board of Directors recognizes that, depending on future circumstances, other leadership models may become more appropriate. Accordingly, our Board of Directors will continue to periodically review its leadership structure.

Meetings of the Board of Directors

During our fiscal year ended June 30, 2023, the Board of Directors held five meetings and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. Each then acting member of the Board of Directors was in attendance at our 2022 annual meeting.

Board Committees

Our Board of Directors has two standing committees: an Audit Committee and a Compensation Committee. Each of the committees reports to the Board of Directors as they deem appropriate, and as the Board of Directors may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The Audit Committee is responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual consolidated financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (7) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (8) reviewing and approving related party transactions; and (9) oversight of our risk management process.

Our Audit Committee consists of Mr. Corcoran, Mr. Gejdenson and Ms. Wrenn, and Mr. Corcoran serves as chairman of the Audit Committee. Our Board of Directors has affirmatively determined that Mr. Corcoran,

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Mr. Gejdenson and Ms. Wrenn meet the definition of “independent directors” for purposes of serving on an Audit Committee under applicable SEC and Nasdaq rules, and we fully comply with these independence requirements. In addition, our Board of Directors determined that Mr. Corcoran qualifies as our “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K. During our fiscal year ended June 30, 2023, the Audit Committee held four regularly scheduled meetings, and each member of the Audit Committee attended at least 75% of the total number of meetings held by the Audit Committee during the periods that he or she served on the Audit Committee.

Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our corporate website at www.pahc.com. Our website and the information contained thereon are not part of this proxy statement.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (1) reviewing key employee compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, Chief Executive Officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans, if any. The Compensation Committee may, from time to time, form subcommittees that may take such actions as are delegated to such subcommittees by the Compensation Committee.

Our Compensation Committee consists of Mr. Gejdenson, Mr. Bernal and Ms. Wrenn, and Mr. Gejdenson serves as the chairman of the Compensation Committee. As a controlled company, we are exempt from the requirements under the Nasdaq rules that require that we have a compensation committee that is composed entirely of independent directors. Nevertheless, our Board of Directors has affirmatively determined that Mr. Gejdenson, Mr. Bernal and Ms. Wrenn meet the definition of “independent directors” under applicable Nasdaq rules. During our fiscal year ended June 30, 2023, the Compensation Committee held two meetings, and each member of the Compensation Committee attended at least 75% of the total number of meetings held by the Compensation Committee during the periods that he or she served on the Compensation Committee.

Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.pahc.com. Our website and the information contained thereon are not part of this proxy statement.

The Compensation Committee regularly reviews our executive compensation program to ensure that compensation is closely tied to aspects of our performance that our executive officers can impact and that are likely to have an impact on stockholder value. On an annual basis, our Compensation Committee evaluates the performance of our Chief Executive Officer and approves his compensation. Our Chief Executive Officer annually reviews the performance of our executive officers, including the named executive officers (other than himself), with our Compensation Committee and makes recommendations to our Compensation Committee with regard to each executive officer’s compensation (other than himself). Our Compensation Committee considers such recommendations when approving each executive officer’s compensation (other than the Chief Executive Officer). Our Compensation Committee annually evaluates the compensation of our directors in light of their duties and makes recommendations with regard to their compensation to our Board for approval.

Corporate Governance Guidelines

Our Board of Directors has documented the governance practices followed by Phibro by adopting the Corporate Governance Guidelines (the “Corporate Governance Guidelines”). The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to the Board’s responsibilities, the Board’s operations, director qualifications and the Board’s composition, director access to management and independent advisors, director compensation, director continuing education, executive succession planning and retention, the Board’s annual self-evaluation and stockholder access to the Board. The Corporate Governance Guidelines are available on our corporate website at www.pahc.com. Our website and the information contained thereon are not part of this proxy statement.

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Considerations in Evaluating Director Nominees

All members of our Board of Directors are responsible for screening and recommending nominees for election as directors, including nominees recommended by stockholders of Phibro. When making recommendations regarding nominees to the Board, the Board of Directors will consider advice and recommendations from stockholders, management and others as they deem appropriate, and will also take into account the performance of incumbent directors in determining whether to recommend them to stand for re-election at the annual meeting of stockholders. Phibro seeks Board members who have skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. Some of the factors that the Board of Directors will take into consideration when evaluating director candidates include: (i) the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual; (ii) the business or other relevant experience, skills and knowledge that the individual may have that will enable him or her to provide effective oversight of Phibro’s business; (iii) the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and (iv) the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his or her occupation and the number of boards of directors of other public companies on which he or she serves. While the Board of Directors does not have a formal diversity policy related to the evaluation of nominees to the Board, diversity is a factor considered when identifying prospective nominees.

Board Diversity Matrix

The table below provides certain information with respect to the composition of our Board as of September 1, 2023. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

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Risk Oversight

Our Board of Directors is currently responsible for overseeing our risk management process. The Board of Directors focuses on our general risk management strategy and the most significant risks facing us and ensures that appropriate risk mitigation strategies are implemented by management. The Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Our Board of Directors has delegated to the Audit Committee oversight of our risk management process.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during the fiscal year ended June 30, 2023 were Jack C. Bendheim, Alejandro Bernal, Sam Gejdenson, and Carol A. Wrenn. Mr. Jack C. Bendheim is an executive officer of the Company. On May 1, 2023, Mr. Alejandro Bernal replaced Mr. Jack C. Bendheim as a member of the Compensation Committee. No member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and related-party transactions. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Code of Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code of Business Conduct”), which applies to all of our directors, officers and other employees, including our principal executive officer and principal financial officer. In addition, we have adopted a written Code of Ethics for the Chief Executive Officer and Senior Financial Officers (“Code of Ethics”), which applies to our principal executive officer, principal financial officer and other designated members of our management. Our Code of Business Conduct and Code of Ethics are available on our corporate website at www.pahc.com. Our website and the information contained therein are not part of this proxy statement.

2023 Director Compensation

The following table sets forth information regarding the amounts earned by or paid to our non-employee directors for their service as a director for the fiscal year ended June 30, 2023:

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For the year ended June 30, 2023, Alejandro Bernal, Gerald K. Carlson, E. Thomas Corcoran, Sam Gejdenson, Mary Lou Malanoski and Carol A. Wrenn received compensation for their services on our Board of Directors. Mr. Bernal joined our Board of Directors on February 6, 2023. On May 1, 2023, Mr. Gerald K. Carlson resigned from his position as Director of the Company and Mr. Alejandro Bernal replaced Mr. Jack C. Bendheim as a member of the Compensation Committee. The non-employee members of the Board of Directors receive $40,000 annual cash compensation for their service as a director. The non-employee members of the Audit and Compensation Committees

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receive supplemental annual cash compensation of $10,000 for each committee on which they serve. We pay our directors on a quarterly basis. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as the protection provided by director and officer liability insurance provided by us. Other than as set forth above, no other compensation was paid to our non-employee directors for the year ended June 30, 2023.

Messrs. Jack C. Bendheim, Daniel M. Bendheim and Jonathan Bendheim serve on our Board of Directors and as President and Chief Executive Officer, Executive Vice President, Corporate Strategy, and President, MACIE Region & General Manager, Israel Operations, respectively. None of Jack C. Bendheim, Daniel M. Bendheim or Jonathan Bendheim received any additional compensation for their service on our Board of Directors. As named executive officers, both Jack C. Bendheim’s and Daniel M. Bendheim’s compensation is fully reflected in the 2023 Summary Compensation Table below.

Stockholder Recommendations for Nominations to the Board of Directors

You may propose director candidates for consideration by our Board of Directors. Any such recommendations should be set forth in a notice sent to the Corporate Secretary at our corporate headquarters and must include the information required by our amended and restated bylaws including information regarding your ownership of common stock of Phibro and the background and qualifications of your proposed director candidate and must otherwise comply with the stockholder proposal procedures set forth below under the heading “Stockholder Proposals or Nominations to be Presented at Next Annual Meeting.” Our amended and restated bylaws are available on the SEC’s website at www.sec.gov and were filed as an exhibit to our Form 10-Q filed on May 13, 2014.

Other Communications with the Board of Directors

Interested parties wishing to communicate with our Board of Directors or with an individual member or members of our Board of Directors in order to provide comments, to report concerns, or to ask a question may do so by writing to our Board of Directors or the particular member or members of our Board of Directors, and mailing the correspondence to our Corporate Secretary at Phibro Animal Health Corporation, Glenpointe Centre East, 3^rd Floor, 300 Frank W. Burr Blvd., Suite 21, Teaneck, NJ 07666.

Communications will be distributed to the Board, or to any individual director as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded, such as product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request. You may also communicate online with our Board of Directors as a group on the Investor Relations portion of our corporate website at www.pahc.com. Our website and the information contained thereon are not part of this proxy statement.

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EXECUTIVE OFFICERS

Set forth below is the name, age (as of September 15, 2023), current position and a description of the business experience of each of our executive officers:

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Background of Executive Officers

Set forth below is information about each of our executive officers and directors, their roles in the Company and their backgrounds:

Jack C. Bendheim, Chairman of the Board of Directors, President and Chief Executive Officer. Mr. Bendheim has served as our President since 1988 and he was also appointed Chief Executive Officer in March 2014. He has been a director since 1984. Mr. Bendheim joined us in 1969 and served as Chief Executive Officer from 1998 to 2002, as Chief Operating Officer from 1988 to 1998, as Executive Vice President and Treasurer from 1983 to 1988 and as Vice President and Treasurer from 1975 to 1983. Until 2017, Mr. Bendheim also served on the board of directors of Empire Resources, Inc. Mr. Bendheim is also a past Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. Mr. Bendheim, together with certain other family members, is a manager of BFI, with respect to the economic rights pertaining to shares of our stock owned by BFI. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI. Mr. Bendheim is the father of Daniel M. Bendheim and Jonathan Bendheim.

Damian Finio, Chief Financial Officer. Mr. Finio has served as Chief Financial Officer since November 2020 and will remain in this role until September 29, 2023. Prior to joining us, Mr. Finio served as Chief Financial Officer and Corporate Secretary of Teligent, Inc., a publicly traded global manufacturer and distributor of topical pharmaceutical products in the United States and injectable pharmaceutical products in Canada since February 2018. Mr. Finio has over 30 years of financial management experience. From November 2015 through January 2018, Mr. Finio served as Chief Financial Officer of Virtus Pharmaceuticals LLC, a specialty pharmaceutical company covering a broad range of therapeutic areas. From August 2014 through November 2015, Mr. Finio was SVP Finance of Heritage Pharmaceuticals Inc. (now known as Avet Pharmaceuticals Inc.), a marketer of generic pharmaceutical products. Earlier in his career, Mr. Finio served as VP Finance of Daiichi Sankyo Pharma Development, CFO of West-Ward Pharmaceuticals (now known as Hikma), and spent nearly 14 years in a variety of financial roles of increasing responsibility at AstraZeneca. He began his career in public accounting at KPMG LLP. Mr. Finio has a Bachelor of Science in Accounting from The Pennsylvania State University and an MBA from the University of Delaware, and is an (inactive) Certified Public Accountant and (inactive) Certified Treasury Professional.

Larry L. Miller, Chief Operating Officer. Mr. Miller has served as our Chief Operating Officer since July 1, 2016. Mr. Miller joined us as President, Animal Health in May 2008. Prior to joining us, Mr. Miller was, from 2004 to 2008, Vice President of the Global Ruminant Business with Intervet/Schering-Plough Animal Health, which at that time was

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the largest animal health ruminant business in the world. From 1998 to 2004, Mr. Miller was General Manager for Schering-Plough’s Australia and New Zealand Animal Health businesses, which included a diversified portfolio of animal health and nutrition products for beef and dairy cattle, sheep, swine, poultry and companion animals. Mr. Miller held numerous roles in sales and marketing management during his 17 years with Schering-Plough, and prior to that with American Cyanamid Animal Health and Nutrition. He holds a B.S. degree in Animal Science from the University of Nebraska and an Executive MBA degree from the City University of New York. Mr. Miller is a member of the board of trustees of the University of Nebraska Foundation where he also serves on the Audit Committee and is also a member of the board of directors of the Nebraska Innovation Campus Development Corporation of the University of Nebraska-Lincoln.

Rob Aukerman, President, North America Region. Mr. Aukerman joined us in May 2019 in his current role. From December 2017 to March 2019, Mr. Aukerman served as President, Animal Nutrition and Health for PLAMAN Global Corporation. In June 1992, Mr. Aukerman joined Elanco Animal Health and held several senior leadership positions within the company, including President of North American Commercial Operations, Vice President of New Business Strategy and Development, Area Director for the Pacific Rim and Senior Director of Global Marketing. Mr. Aukerman earned a bachelor’s degree in psychology from Asbury University, graduating magna cum laude. Mr. Aukerman currently serves as the financial secretary of the board of directors for the Hollow Rock Camp Meeting Association and on the President’s Advisory Council for Asbury University.

Daniel M. Bendheim, Director and Executive Vice President, Corporate Strategy. Mr. Bendheim joined us in 1997. He was appointed Vice President of Business Development in 2001 and was later appointed President, Performance Products in 2004, and then Executive Vice President, Corporate Strategy in March 2014. He was elected as a director of Phibro in November 2013. Prior to joining us, Mr. Bendheim worked as an analyst at South Coast Capital, a boutique investment bank. Mr. Bendheim obtained a B.A. degree in political science with honors from Yeshiva University in 1993 and a J.D. degree with honors from Harvard Law School in 1996. Mr. Bendheim is a son of Jack C. Bendheim and, together with certain other family members, is a manager of BFI with respect to certain economic rights pertaining to shares of our stock owned by BFI.

Judith A. Weinstein, Senior Vice President, General Counsel and Corporate Secretary. Ms. Weinstein joined Phibro as Associate General Counsel in 2008. She was promoted to Vice President, Legal in 2017 and with more than 15 years of experience at Phibro, was promoted to Senior Vice President, General Counsel and Corporate Secretary as of July 1, 2023. Prior to joining Phibro, Ms. Weinstein held various legal positions at globally recognized companies focused on pharmaceuticals, food, medical devices, and cosmetics. Ms. Weinstein worked at Novartis AG in the consumer health division as Associate General Counsel for the Gerber Products Company, where she was responsible for global legal issues and served on the Gerber Executive Management Team. In addition, Ms. Weinstein worked as Senior Corporate Counsel for Pfizer Inc., with legal responsibility for Celebrex®, and as Assistant General Counsel for Elizabeth Arden, Inc. Early in her career, Ms. Weinstein was an associate at Burditt & Radzius, Chartered, a law firm specializing in food and drug law. Ms. Weinstein obtained her B.S. degree from the University of Wisconsin-Madison and her J.D. degree from Chicago-Kent College of Law (part of the Illinois Institute of Technology), where she served as President of the Student Bar Association.

Anthony Andolino, Vice President Finance and Treasurer. Mr. Andolino joined us in October 2011 as our Controller, Corporate, Ethanol Performance Group and PhibroChem Divisions. He was promoted to Vice President, Finance and Treasurer in March 2018. From 2009 to 2011 he was Controller at Huntington Learning Centers, an educational service center. From 2007 to 2008, Mr. Andolino was an Assistant Controller at Mezz Cap, a financial management service company. Prior to his role at Mezz Cap, Mr. Andolino was a Controller and Director of Finance for Mercer Human Resources Consulting from 2004 to 2007. From 1991 to 2004, Mr. Andolino held various controller and finance positions at JD Edwards World Solution Company, The MONY Group and Deloitte & Touche. He holds a B.B.A. degree in Public Accounting from Pace University. He is a licensed Certified Public Accountant in the State of New Jersey.

Lisa A. Escudero, Senior Vice President, Human Resources. Ms. Escudero joined us in her current role in March 2017. From 2016 to 2017, she was Vice President of Human Resources for the New York Genome Center, a nonprofit biomedical research organization, where she led the human resources function. Prior to joining NYGC, she led

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the HR function for American Standard Brands, a plumbing fixture manufacturer, from 2008 to 2016, where she was a member of the leadership team. From 1990 to 2008, Ms. Escudero was Director of Human Resources for Merck & Co., a leading global pharmaceutical company, where she supported the research and manufacturing divisions. Prior to her role at Merck, Ms. Escudero was a research scientist for the Agricultural Chemical Group of FMC Corporation, a chemical manufacturing company, from 1982 to 1990. She holds a B.A. degree in Psychology from Rutgers University and an M.S. degree in Human Resources Management from the Rutgers University School of Management & Labor Relations.

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COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (CD&A) discusses our compensation policies and determinations that apply to our named executive officers. When we refer to our named executive officers (“NEOs”), we are referring to the following individuals whose compensation during our fiscal year ended June 30, 2023 is set forth in the 2023 Summary Compensation Table and subsequent compensation tables.

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While the discussion in the CD&A is focused on our NEOs, many of our executive compensation programs apply broadly across our executive ranks.

Executive Summary

Fiscal Year 2023 Business Highlights

During our fiscal year ended June 30, 2023, we had sales and adjusted EBITDA growth in line with our initial projections. During our 2023 fiscal year (as compared to our fiscal year ended June 30, 2022) our:

For a reconciliation of adjusted EBITDA and adjusted net income, which are non-GAAP financial measures, to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2023 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2023.

We have made the strategic decision to continue to accelerate our new product and other strategic initiatives to support future growth, recognizing the short-term impact on our financial results.

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Key Fiscal Year 2023 Compensation Actions

The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Compensation Committee during our fiscal year ended June 30, 2023 are set forth below.

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Our Executive Compensation Philosophy

The Company requires top talent with a wide range of skills, experience and leadership qualities to lead the organization in support of our mission of healthy animals, healthy people and a healthy world. In order to attract and retain the talent required to fulfill our mission and promote stockholder value, the Compensation Committee’s goal is to implement an executive compensation program built upon the following objectives:

We strongly emphasize a culture of pay for performance.

Say-on-Pay

In November 2022, we provided stockholders a non-binding, advisory vote to approve the compensation of our NEOs (the “2022 say-on-pay vote”). At our 2022 annual meeting, our stockholders approved the compensation of our NEOs with approximately 99% of votes supporting the proposal. In evaluating our executive compensation program, the Compensation Committee considered the results of the 2022 say-on-pay vote and numerous other factors as discussed in this CD&A. Based on the feedback from the 2022 recent say-on-pay vote, the Compensation Committee decided to not make any changes to the design of our executive compensation program. The Compensation Committee will continue to

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monitor and assess our executive compensation program and consider the outcome of our say-on-pay votes when making future compensation decisions for our NEOs.

How We Determine Executive Compensation

Oversight Responsibilities for Executive Compensation

The table below summarizes the key oversight responsibilities for executive compensation.

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Use of Market Data

To obtain a broad view of competitive practices among industry peers and competitors for executive talent, management presents to the Compensation Committee data derived from the following national compensation surveys: Willis Towers Watson Compensation Survey, Mercer Life Sciences Survey and Mercer Executive Compensation Survey. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies. The survey data is used as a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the NEOs and as information on overall market practices. The Company’s philosophy is to provide base salary and variable cash compensation that is competitive with the median of the survey data, with appropriate adjustments above or below the median based on factors such as experience, time in role, individual contribution and accomplishments and market conditions.

Fiscal Year 2023 Named Executive Officer Compensation

Base Salary

Base salaries are a fixed amount paid to each executive for performing his or her normal duties and responsibilities. We determine the amount based on the executive’s overall performance, level of responsibility, comparison to survey data, as well as market trend and cost of living projections. Based on these criteria, our NEOs received the following annual salaries in our fiscal year ended June 30, 2023, with the increase from the previous year salary amount becoming effective on August 1, 2023:

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Management Incentive Plan (MIP)

Our annual MIP is a cash-based program that rewards employees for achieving critical business and financial goals that are key indicators of ongoing operational performance that will drive stockholder value creation. Goals are established at the beginning of each fiscal year and are reviewed and approved by the Compensation Committee. Where minimum threshold performance targets are satisfied, annual incentive payments can range from 50% to 150% of the target award opportunity, based on performance relative to goals as determined by the Compensation Committee.

The Compensation Committee reviews our target annual bonus opportunities each year to ensure they are competitive. The target annual incentive opportunity as a percent of annual base salary for each of our NEOs in our fiscal year ended June 30, 2023, was as follows:

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In conjunction with management, the Compensation Committee undertakes a review and analysis to establish annual performance goals under the MIP. The performance levels are intended to be aggressive but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The target performance goals align with our annual Company performance goals and may be modified by Compensation Committee assessment of individual performance.

For our fiscal year ended June 30, 2023, the following were the goals and payout levels under the MIP applicable to Messrs. Jack C. Bendheim, Finio, Miller and Daniel M. Bendheim:

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For our fiscal year ended June 30, 2023, the following were the goals and payout levels under the MIP applicable to Mr. Aukerman:

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The annual cash incentive awards awarded to our NEOs for the fiscal year ended June 30, 2023 were as follows.

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The annual cash incentive awards paid are based on what is earned by each individual under the MIP and adjusted for any discretionary awards. For the fiscal year ended June 30, 2023, in addition to his earned incentive award, Mr. Aukerman’s payout also included a discretionary cash incentive award of $38,780 in light of the performance of certain business units within North America. Mr. Jack C. Bendheim elected to forgo his earned incentive award of $221,325, or 19.5% of his target annual incentive opportunity, for the fiscal year ended June 30, 2023.

Equity Incentive Program

We believe that annual base salary, together with a wholly performance-based annual cash incentive opportunity, accomplishes our primary goal of attracting and retaining key talent. The Board is attentive to share usage and shareholder dilution and, at this time, we do not offer equity incentives as a regular component of the annual compensation program. Rather, we have used equity incentive awards in a limited but strategic manner to recruit, recognize and/or retain executives under specific circumstances. In addition, we believe our CEO’s current interest in BFI (as disclosed in the beneficial ownership table) is sufficient to support our objective of aligning executive and stockholder interests. No options or other equity awards were granted to any NEOs during the fiscal year ended June 30, 2023.

On July 5, 2023, the Compensation Committee of the Board of Directors approved the grant of 300,000 restricted stock units (“RSUs”) as a retention award to Mr. Miller pursuant to the Company’s 2008 Incentive Plan and the RSU award agreement (the “Award Agreement”). All of the RSUs granted to Mr. Miller are subject to share price performance-based vesting over a four-year period as further detailed in the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2023.

Other Compensation and Governance Matters

Employment Agreements

We have entered into employment agreements with Messrs. Jack C. Bendheim, Finio, Miller and Aukerman that provide that employment is at-will and describe the terms of their employment, including base salary and performance bonus opportunity and equity grants, as well as limited severance benefits. In addition, all of the NEOs are bound by customary intellectual property provisions, noncompete and nonsolicitation provisions, all of which generally apply during employment and thereafter (with the noncompete and nonsolicitation provisions applying during employment and the one-year period thereafter). For a description of the employment agreements, see “Executive Compensation — Individual Arrangements — Employment Agreements.”

Retirement and Other Benefits

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We maintain for the benefit of our United States employees a 401(k) Retirement and Savings Plan (the “401(k) Plan”), which is a defined contribution plan qualified under Sections 401(a) and 401(k) of the Code. Our employees are eligible for participation in the 401(k) Plan without any waiting period.

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Employees may make pre-tax contributions of up to the lesser of 60% of such employee’s compensation or the maximum amount permitted under the Code. Employees receive a matching contribution equal to 100% of the first 6% of an employee’s contribution. The Company may make additional non-elective, discretionary contributions to an employee’s account at the end of each calendar year up to 4.5% of compensation, provided that such payments comply with mandatory non-discrimination testing. Participants are fully vested immediately in employer contributions. Distributions are generally payable in a lump sum after termination of employment, retirement, death, disability, plan termination, attainment of age 59 1∕2, disposition of substantially all of our assets or upon financial hardship. The plan also provides for loans to participants. The Summary Compensation Table discloses the amounts we contributed to the Company’s 401(k) Plan for our NEOs.

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We offer Mr. Jack C. Bendheim certain retirement benefits in order to encourage him to devote his career to the Company, in addition to the compensation components discussed above and the opportunity to participate in the same health and welfare and retirement plan benefits available to our United States employees generally. These retirement benefits include participation in the following:

For a description of the foregoing retirement arrangements, please see “Executive Compensation — Narrative Disclosure to the Summary Compensation Table — Pension and Other Retirement Plans” on page 33 of this proxy statement.

Pursuant to the terms of Mr. Jack C. Bendheim’s employment agreement, for fiscal year 2023, the Company was required to make payments up to an aggregate maximum cost of $550,000 for legal, audit and tax services for Mr. Jack C. Bendheim and his family, and payments for members of his family for non-full-time employment and consulting arrangements and medical and other insurance coverage.

Messrs. Finio, Miller and Aukerman are each entitled to an automobile allowance in the amounts disclosed in the Summary Compensation Table.

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Insider Trading Policy

Under the Company’s Insider Trading Policy, senior personnel of the Company may not sell any equity security of the Company if such person either (a) does not own the security that is being sold or (b) fails to deliver the security against such sale within specified time frames. Furthermore, senior personnel may not purchase, sell or engage in any other transaction involving any derivative securities of the Company. A “derivative security” includes any option, warrant, convertible security, stock appreciation right or similar security (other than a security received pursuant to a Company compensatory or benefit program), with an exercise of conversion price or other value related to the value of any equity security of the Company.

Tax Deductibility Policy

The Compensation Committee considered the deductibility of compensation for federal income tax purposes in the design of the Company’s compensation programs. While the Company generally seeks to maintain the deductibility of the incentive compensation paid to its executive officers, the Compensation Committee retains the flexibility necessary to provide cash and equity compensation in line with competitive practices, its compensation philosophy and the best interests of stockholders, even if these amounts are not fully tax deductible.

Risk Assessment

The Compensation Committee, with the assistance of FW Cook, a nationally recognized executive compensation consulting firm, reviewed and evaluated the Company’s executive compensation practices and has concluded, based on this review, that any risks associated with such practices are not likely to have a material adverse effect on the Company. The determination primarily took into account the type of performance metrics used, incentive plan payout leverage, avoidance of uncapped rewards and the Compensation Committee’s oversight of all executive compensation programs.

Clawback Policy

The Compensation Committee is reviewing the final rules issued by the SEC relating to recoupment of incentive-based compensation and intends to adopt a clawback policy based on the Nasdaq listing standards in accordance with such final rules.

Conclusion

It is the opinion of the Compensation Committee that the compensation policies and elements described above provide the necessary incentives to properly align our NEOs’ performance with the interests of our stockholders while maintaining equitable and competitive executive compensation practices that enable us to attract and retain the highest caliber of NEOs.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with our management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement, which will be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

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The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than the Company’s Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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EXECUTIVE COMPENSATION

The following sets forth all compensation awarded to our NEOs.

2023 Summary Compensation Table

The following table sets forth the total compensation that was paid to or accrued for the NEOs for the fiscal years ended June 30, 2023, 2022 and 2021. The NEOs for the fiscal year ended June 30, 2023 are (i) our Chairman of the Board, President and Chief Executive Officer, (ii) our Chief Financial Officer, (iii) our Chief Operating Officer, (iv) our President, North America Region and (v) our Executive Vice President, Corporate Strategy.

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All Other Compensation

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Narrative Disclosure to Summary Compensation Table

Our 2008 Incentive Plan (the “Equity Incentive Plan”) provides an opportunity to our directors, officers, employees and consultants to purchase shares of Class A common stock pursuant to options that may be granted, and receive grants of restricted shares and other share-based awards granted, from time to time, by the Board of Directors or a committee approved by the Board. Stock options are designed to motivate executives to make decisions that focus on long-term stockholder value creation. No options or other equity awards were granted during the fiscal year ended June 30, 2023.

On July 5, 2023, the Compensation Committee of the Board of Directors approved (i) the grant of 300,000 RSUs to Mr. Larry Miller, the Company’s Chief Operating Officer, pursuant to the Equity Incentive Plan and Award Agreement, and (ii) a retention cash award equal to $4.25 million, pursuant to the terms of an executive long-term incentive agreement (the “LTIP Agreement”), to be paid in four substantially equal installments, subject to Mr. Miller’s continued employment on each of the first four anniversaries beginning on June 30, 2024.

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Grants of Plan-Based Awards in Fiscal Year 2023

The following table provides information concerning each award made in fiscal year 2023 to the NEOs under any plan. We did not grant any plan-based equity or stock awards to our NEOs during our fiscal year ended June 30, 2023.

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Outstanding Equity Awards at 2023 Fiscal Year-End

As of June 30, 2023, there were no outstanding equity awards held by our NEOs.

2023 Option Exercises and Stock Vested

During the 2023 fiscal year, there were no option exercises or shares of stock vested by our named executive officers.

Pension and Other Retirement Plans

The table below sets forth information concerning the present value of benefits accumulated by the NEOs from certain defined benefit plans of the Company. Messrs. Finio and Aukerman do not participate in any of the defined benefit plans of the Company listed below. Mr. Jack C. Bendheim is the only NEO that participates in the Retirement Income Plan and Executive Income Program. The terms of the plans are described below.

2023 Pension Benefits

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