UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A ~~INFORMATION~~

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 ~~(Amendment~~

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	☐ Preliminary Proxy Statement

☐	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e) (2))~~

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	☒ Definitive Proxy Statement

☐	☐ Definitive Additional Materials

☐	~~Soliciting Material Pursuant to Section 14a-12~~

☐ Soliciting Material Pursuant to §240.14a-12

BALCHEM CORPORATION

~~BALCHEM CORPORATION~~

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

TABLE OF CONTENTS

April 29, 2022

Dear Fellow Stockholders:

I am pleased to invite you to join us for Balchem Corporation’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”), which will take place on June 23, 2022, at 9:00 a.m. Eastern Daylight Time.

Our Annual Meeting will once again be a virtual meeting. It will be conducted via live webcast, and shareholders may attend online by logging in at www.virtualshareholdermeeting.com/BCPC2022. Using this website, you will be able to listen, vote, and submit questions.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attend the Annual Meeting, we urge you to authorize a proxy as promptly as possible — by Internet, telephone, or mail — so that your shares will be voted at the Annual Meeting. Instructions for voting are contained in the Notice Regarding the Availability of Proxy Materials, and on page 54 of the attached Proxy Statement.

At the Annual Meeting we ask for your vote to:

Elect three Class 1 directors to the Board of Directors to serve until the 2025 annual meeting;

Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

Cast an advisory (nonbinding) vote on the compensation of our named executive officers; and

Transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The Board of Directors unanimously recommends that you vote FOR all of the director nominees listed in the attached Proxy Statement, FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and FOR the advisory (nonbinding) approval of our named executive officer compensation, all as disclosed in the attached Proxy Statement.

I would like to thank the Board of Directors for their contributions to Balchem. Our Board plays a critical and active role in our success. The Board is intimately involved in the development and implementation of our strategy. We devote a portion of each Board meeting to discussing growth, strategic initiatives, and risks and opportunities in the markets we serve, with a focus on delivering shareholder value.

I would also like to briefly mention some of our Environmental, Social, and Governance (“ESG”) initiatives from the past year:

Balchem continued to advance reporting in alignment with widely accepted ESG reporting frameworks, detailing our Corporate Social Responsibility efforts, which are fully integrated into our business strategy. We remain focused on our priority ESG metrics and furthering our progress towards achieving our 2030 goals to reduce both greenhouse gas emissions and water usage by 25%.

We celebrated the one-year anniversary of our commitment to the UN Global Compact, confirming our alignment with the Ten Principles on human rights, labor, the environment, and anti-corruption. We are proud to support several of the United Nations’ Sustainable Development Goals.

We took meaningful steps toward advancing diversity, inclusion, and belonging at Balchem, and remain committed to fostering a diverse and inclusive culture in which everyone feels welcomed, valued, and appreciated, while inspiring our external stakeholders to share our vision.

We continued our partnership with eCornell and enrolled key management team members in eCornell’s Counteracting Unconscious Bias course, further enhancing our organization’s culture that values diversity and embraces inclusion by increasing our awareness of behaviors that encourage engagement with those across a variety of backgrounds and perspectives.

We expanded our Balchem Helping Hands initiative which includes Balchem’s philanthropic partnerships, a matching donation program, and an employee volunteering program.

Balchem remains focused on, and committed to, investing in our information security program, implementing and improving appropriate information security safeguards, and protecting our information, IT networks, devices, and applications.

Newsweek magazine named Balchem one of America’s Most Responsible Companies for the second consecutive year. This list, compiled by Newsweek in partnership with Statista Inc., recognizes the most responsible companies in the U.S. across a variety of industries.

Balchem’s Sustainability Report, the Governance Committee Charter, and the Corporate Governance Guidelines may all be accessed at www.balchem.com.

Thank you for your continued support of Balchem and I look forward to our Annual Meeting.

Sincerely,

Theodore L. “Ted” Harris

Chairman, Chief Executive Officer and President

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Table of Contents

1) Notice of Annual Meeting	~~Title~~	3
Balchem Corporation Company Highlights and Proxy Statement Executive Summary		4
About Balchem		4
Forward-Looking Information		4
Proxy Statement of ~~each class~~Balchem Corporation		5
Meeting Agenda and Recommendations		5
Questions and Answers about the Balchem Annual meeting		6
MANAGEMENT PROPOSALS		10
PROPOSAL 1. ELECTION OF DIRECTORS		10
Directors Standing for Re-Election		10
Vote Required to Elect Directors		10
Nominees’ Biographical Information		11
Continuing Directors’ Biographical Information		12
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		16
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION		17
CORPORATE GOVERNANCE		18
Governance Principles		18
Codes of ~~securities to which transaction applies:~~Business Conduct and Ethics		18

~~N/A~~

Director Independence

~~Aggregate number of securities to which transaction applies:~~

~~N/A~~

Sustainability

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~

~~N/A~~

Board Structure & Responsibilities

~~Proposed maximum aggregate value of transaction:~~

~~N/A~~

~~Total fee paid:~~

~~N/A~~

☐	~~Fee paid previously with preliminary materials.~~

☐	~~Check box if any part~~Committees of the ~~fee is offset as provided by Exchange Act Rule 0-11(a)(2)~~Board of Directors	21
	Audit Committee	21
	Compensation Committee	22
	Governance Committee	22
	Executive Committee.	23
	Executive Sessions of the Board of Directors	23
	Lead Director	23
	Compensation Committee Interlocks and ~~identify~~Insider Participation	24
	Communicating with the ~~filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date~~Board of ~~its filing.~~ Directors	24

1) Director Compensation	~~Amount Previously Paid: N/A~~	25
Meeting Attendance		27
Nominations of Directors		27

2) COMPENSATION DISCUSSION AND ANALYSIS	~~Form, Schedule or Registration Statement No.: N/A~~	28
Named Executive Officers		28
Compensation Objectives and Philosophy		28
What We Do and Do Not Do		29
Consideration of 2021 Shareholder Advisory Vote on Executive Compensation		29
Full Year 2021 Financial Summary		31
Compensation Committee Methodology		31
Compensation Committee Report		38
EXECUTIVE COMPENSATION		39
Summary Compensation Table		39
2021 Grants of Plan-Based Awards		41
Terms and Conditions of Awards		42
CEO Pay Ratio		42
Outstanding Equity Awards at Fiscal Year End 2021		43
Option Exercises and Stock Vested in 2021		44
Nonqualified Deferred Compensation		44
Termination of Employment and Change of Control Arrangements		45
Related Party Transactions		47
Equity Compensation Plan Information		48
Security Ownership of Certain Beneficial Owners and of Management		49
INFORMATION RELATING TO PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		51
MISCELLANEOUS ITEMS		53
Quorum Required		53
Voting Securities		53
Shareholder Proposals for 2023 Annual Meeting of Stockholders		53
Director Attendance at Annual Meetings of Stockholders		53
Matters Not Determined at the Time of Solicitation		53
Instructions for the Virtual Annual Meeting		54

~~Filing Party: N/A~~

~~Date Filed: N/A~~

~~NOTICE~~

TABLE OF ~~ANNUAL MEETING OF STOCKHOLDERS~~

CONTENTS

~~TO BE HELD ON JUNE 15, 2016~~

~~TO OUR STOCKHOLDERS:~~

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting” or the “Meeting”) of Balchem Corporation (the “Company”) will be held at the Park Ridge Marriott, 300 Brae Boulevard, Park Ridge, NJ 07656, on Wednesday, June 15, 2016 at ~~11:00 a.m., local time,~~ ~~for the following purposes:~~

Notice of Annual Meeting of STOCKHOLDERS for Balchem Corporation

To ~~ratify~~consider and vote on the ratification of the appointment of RSM US LLP (“RSM”) as ~~our~~the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2016;~~2022;

To ~~hold an advisory (non-binding)~~consider and vote on a non-binding advisory basis, a resolution to approve the compensation of the Company’s named executive ~~compensation (“Say on Pay”~~officers, as more fully described in the Proxy Statement for the 2022 Annual Meeting of Stockholders of the Company (the “Meeting”); and

	4.		To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.


WHO CAN VOTE:		Stockholders of record at the close of business on April 26, 2022.


HOW TO VOTE:		Stockholders who receive a printed copy of this Proxy Statement and who do not expect to attend the Meeting are requested to complete, date and sign the enclosed Proxy Card and promptly return the same in the stamped, self-addressed envelope enclosed for your convenience. Stockholders may also submit a Proxy Card over the Internet, at www.proxyvote.com, or by phone. You will need to input the 16-digit control number located on the Proxy Card or Notice of Availability of Proxy Materials if you are submitting a Proxy Card over the Internet or by phone.
		If you hold your shares through a broker, bank or other nominee, please follow the instructions on the voting instruction form that you should receive from your broker, bank or other nominee.


2021 ANNUAL REPORT AND DATE OF DISTRIBUTION:		For more complete information, please review the Annual Report to Stockholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), a copy of which accompanies this Notice of Annual Meeting of Stockholders and Proxy Statement. This Notice of Annual Meeting of Stockholders and Proxy Statement and the Annual Report are first being made available or mailed to stockholders on or about April 29, 2022.

				By order of the Board of Directors,



	April 29, 2022			Mark A. Stach, Secretary

~~Information with respect~~

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About Balchem

Balchem is committed to making the ~~above matters is set forth in the Proxy Statement, which accompanies this Notice.~~

~~The Board of Directors has set April ----20, 2016 as the record date~~world a healthier place by delivering trusted, innovative, and science-based solutions for the ~~Annual Meeting. This means~~health and nutritional needs of the world. We provide the service, quality, and technology that ~~only stockholders~~enables our customers to win with their customers. We have built a reputation for delivering results to all of ~~record at~~our stakeholders.

Founded in 1967, Balchem, a Maryland corporation, became a publicly-traded company in 1970 and is listed on Nasdaq under the ~~close of business on that date are entitled to notice of and to vote at the Meeting or any adjournment thereof.~~

We hope that all stockholders who can conveniently do so will attend the Meeting. Stockholders who do not expect to be able to attend the Meeting are requested to complete, date and sign the enclosed proxy and promptly return the samesymbol “BCPC.” Our corporate headquarters is located in the stamped, self-addressed envelope enclosed for your convenience. Stockholders may also submit a proxy over the internet or by phone. Stockholders who are present at the Meeting may withdraw their proxies and vote in person, if they so desire.

~~BY ORDER OF THE BOARD OF DIRECTORS~~

~~Dated: May ___, 2016~~

~~Dino A. Rossi, Chairman~~

New Hampton, New York, ~~10958 Tel: 845-326-5600 Fax: 845-326-5702~~and we have a broad network of sales offices, manufacturing sites, and R&D centers, primarily located in the U.S. and Europe.

The Company consists of three business segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. Balchem employs approximately 1,300 people worldwide who are engaged in diverse activities, committed to developing, for each of our business segments, global market positions across the Company.

Balchem solves today, shapes tomorrow.

Human Nutrition and Health

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

Animal Nutrition and Health

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

Specialty Products

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

Forward-Looking Information

Statements in this Proxy Statement not based on historical facts constitute “forward-looking” statements in connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified in this Proxy Statement by the use of words such as “expect,” “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “goal,” “optimistic,” “anticipate,” “continue,” “plan,” “estimate,” “project,” “believe,” “should,” “could,” “will,” “would,” “possible,” “may,” “likely,” “intend,” “can,” “seek,” “potential,” “pro forma,” or the negative thereof and similar expressions or future dates. Although such statements have been made in good faith and are based on reasonable assumptions, there is no assurance that any expected results will be achieved. Accordingly, such statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied. Reference is made to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), on February 24, 2022, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the SEC, for a list of such factors.

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PROXY STATEMENT

OF BALCHEM CORPORATION

~~BALCHEM CORPORATION~~

~~GENERAL~~

Meeting Agenda and Recommendations

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the ~~“Board~~“Board of ~~Directors”~~Directors” or the ~~“Board”~~“Board”) of Balchem ~~Corporation (the “Company”)~~ to be voted at the ~~2016~~ Annual Meeting ~~of Stockholders (the “Annual Meeting” or the “Meeting”) in the Park Ridge Marriott, 300 Brae Boulevard, Park Ridge, NJ 07656,~~ on ~~Wednesday,~~ June ~~15, 2016~~23, 2022 at ~~11:~~9:00 a.m., ~~local time,~~EDT and at any adjournment or postponement thereof.

Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. Stockholders may only participate online by logging into www.virtualshareholdermeeting.com/BCPC2022 at 8:55 a.m.

This Proxy Statement, Proxy Card and ~~a proxy card~~Materials’ Notice are expected to be sent to stockholders beginning on or about ~~May 6, 2016.~~

April 29, 2022.

The Board of Directors has fixed the close of business on April ~~20, 2016~~26, 2022 as the record date (the ~~“Record Date”~~“Record Date”) ~~for the determination of~~to determine which stockholders are entitled to receive notice ~~of,~~ and to vote at the Annual Meeting. At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters:

The election of three Class 1 directors to the Board of Directors to serve until the Annual Meeting of Stockholders in 2025 and until their successors are duly elected and qualified.

FOR

each nominee

listed in this

Proxy Statement

Plurality present

& entitled to vote.

The ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

FOR

Majority present

& entitled to vote.

A resolution to approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as more fully described in this Proxy Statement.

FOR

Majority present

& entitled to vote.

●

~~The~~For the election of ~~three Class 1~~ directors, toyou have the ~~Board~~choice of ~~Directors to serve until the Annual Meeting of Stockholders in 2019 and thereafter until their respective successors are elected and qualified;~~

●

~~Ratification~~voting “FOR ALL” of the ~~appointment~~director nominees, “WITHHOLD ALL” for all of ~~RSM US LLP as our independent registered public accounting firm for~~director nominees, or “FOR ALL EXCEPT” one or more director nominees. For the ~~fiscal year ending December 31, 2016;~~other proposals, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”.

Casting Your Vote

Please provide your proxy by Internet, phone, or by filling in, signing, dating and promptly mailing your Proxy Card or voting instruction form.

	● By Internet:	~~Approval on an advisory (non-binding) basis of the Company’s executive compensation (“Say on Pay”);~~		By Phone:			By Mail:
	www.proxyvote.com			1-800-690-6903 (toll free within U.S. and Canada)			Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

To vote at the Meeting, visit www.virtualshareholdermeeting.com/BCPC2022 and enter the 16-digit control number included on your Proxy Card or Materials’ Notice.

●

~~Such other matters as may properly come before the Annual Meeting or any adjournment thereof.~~

~~You can ensure that your shares are~~

TABLE OF CONTENTS

Why did I receive these materials?

Our Board is soliciting proxies to be voted at the Annual Meeting ~~by completing, signing, dating and returning the enclosed proxy card~~on June 23, 2022. To participate in the ~~envelope provided. Sending in~~Meeting, visit www.virtualshareholdermeeting.com/BCPC2022 and enter the 16-digit control number included on your Proxy Card or Materials’ Notice. You may begin to log into the virtual meeting platform (the “Meeting Platform”) at 8:55 a.m., EDT on June 23, 2022. The Meeting will begin promptly at 9:00 a.m. EDT on June 23, 2022.

How are these materials being distributed?

On or about April 29, 2022, we began mailing this Proxy Statement and a ~~signed proxy will not affect your right~~Proxy Card or a Notice of Materials’ Availability to attend the Meeting and vote. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by submitting another proxy bearing a later date or by notifying the Inspectorsour stockholders of ~~Election or the Secretary~~record as of the ~~Company~~close of ~~such revocation,~~business on April 26, 2022 and posted our proxy materials for stockholder access at www.proxyvote.com. As more fully described in ~~writing, prior to~~ the ~~Annual Meeting. Please note, however, that if~~Materials’ Notice, stockholders may also request printed proxy materials. The Materials’ Notice and website also provide information regarding how you may request proxy materials in printed or electronic form on an ongoing basis.

Why am I getting these materials from my broker, bank or other nominee, and not directly from Balchem?

If you hold your shares ~~are held of record by~~through a broker, bank or other nominee, you will receive either the Materials’ Notice or printed proxy materials from that entity, as required by SEC rules.

What is the difference between a “stockholder of record” and ~~you wish to attend and vote in person at the Annual Meeting, you must obtain from the record holder~~ a ~~proxy issued in your name.~~

“beneficial stockholder”?

If your shares are registered in your name ~~with~~on the books and records of our transfer agent, Broadridge Corporate Issuer Solutions, you are a stockholder of record. If your shares are held for you in the name of your broker, bank or other nominee, you are a beneficial stockholder and it is commonly said that your shares are held in “street name”.

Who is entitled to vote at the Annual Meeting?

Stockholders of record at Record Date will be entitled to vote at the Annual Meeting or any adjournment or postponement of the Meeting. As of April 26, 2022, there were 32,117,659 outstanding shares of our Common Stock. Each share of our Common Stock is entitled to one vote on each matter to be voted on at the Annual Meeting.

How do I vote my shares online at the Annual Meeting?

Stockholders as of the Record Date may vote ~~either over~~and submit questions while attending the ~~internet~~Meeting online. Shares held in your name as the stockholder of record or beneficially in street name may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/BCPC2022 during the Meeting. You will need the 16-digit control number included on your Materials’ Notice or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to vote and enter the meeting. You will be able to submit questions during the meeting by typing your question into the “ask a question” box on the meeting page. If you encounter any technical difficulties with the Meeting Platform on the Meeting day, please call the technical support number that will be posted on the Meeting Platform. Technical support will be available starting at 8:00 a.m., EDT on June 23, 2022 and will remain available until thirty minutes after the Meeting has finished.

Even if you plan to attend the Annual Meeting, we encourage you to authorize your voting instructions in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

If I am a stockholder of record, how do I vote my shares without attending the Annual Meeting?

By Telephone, E-Mail or Internet: All stockholders of record may authorize the voting of their shares by telephone (within the United States, U.S. territories and Canada, there is no charge for the call), e-mail or by ~~telephone. Specific~~Internet, using the procedures and instructions ~~for voting in this manner are set forth~~described on the ~~enclosed proxy card. These procedures are designed~~Proxy Card or Materials’ Notice. A control number, located on the Proxy Card or Materials’ Notice, must be provided to ~~authenticate each stockholder’s~~verify your identity and to allow ~~stockholders~~you to vote ~~their~~your shares and confirm that ~~their~~your voting instructions have been properly recorded. If you vote

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QUESTIONS AND ANSWERS ABOUT THE BALCHEM ANNUAL MEETING

by telephone, e-mail or Internet, you need not return your Proxy Card. If you hold your shares in “street name” (that is, through a broker or other nominee), you should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.

In Writing: All stockholders of record also may vote by completing, signing and mailing their Proxy Card in the postage-prepaid (in the U.S.) envelope.

If I am a beneficial stockholder (i.e., my shares are held in street name), how do I vote my shares without attending the Annual Meeting?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of the shares and your shares are held in “street name.” The Materials’ Notice or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is the stockholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions that they should send you, including a “voting instruction form”. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

If I am a beneficial stockholder and I wish to attend the Annual Meeting and vote my shares there, how do I proceed?

If you are a beneficial stockholder, you must obtain a “legal proxy” from your broker, bank, or other nominee that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in “street name” at the meeting. Please contact your broker for instructions regarding how to obtain a legal proxy. Obtaining a legal proxy is likely to take several days.

May I vote my shares by filling out and returning the Materials’ Notice?

The Materials’ Notice identifies and provides notice of the items to be voted on at the Annual Meeting, but you cannot vote by marking the Materials’ Notice and returning it. If you would like a paper proxy card, you should follow the instructions in the Materials’ Notice. The paper proxy card you receive will also provide instructions as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. Alternatively, you can mark the paper proxy card on how you would like your shares voted, sign the proxy card and return it in the envelope provided.

What constitutes a quorum?

The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote. Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting. A “broker non-vote” is generally viewed as a vote that is not cast on a non-routine matter by a broker that is present (in person or by proxy) at a meeting at which there is at least one routine matter on the proxy card (otherwise the broker does not have authority to vote on anything and does not send in a proxy). Because the shares entitled to cast the vote are held in street name and the broker has not received voting instructions from the beneficial owner, the broker lacks discretionary authority to vote the shares on non-routine matters.

What vote is required to approve each proposal?

Proposal 1 (election of directors). Directors are elected by a plurality vote. There is no cumulative voting in director elections. Under the Company’s Corporate Governance Guidelines (the “Governance Guidelines”), if a nominee for director in an uncontested election receives a greater number of “WITHHOLD” votes than “FOR” votes, that director shall promptly offer his or her resignation to the Board. The Governance Committee will then make a recommendation to the Board whether to accept or reject the resignation tendered by such director or whether other action is recommended.

Proposal 2 (ratification of the appointment of RSM as the independent auditor of the Company for the fiscal year ending December 31, 2022). Assuming a quorum is present, the affirmative vote of a majority of all votes cast, either by attendance at the Annual Meeting or by proxy, is required to approve Proposal 2. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote for Proposal 2. Brokers have discretionary authority to vote on Proposal 2, so there will be no broker non-votes.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE BALCHEM ANNUAL MEETING

Proposal 3 (approval, on a non-binding, advisory basis, of the compensation of the Company’s Named Executive Officers (“NEOs”) as more fully described in this Proxy Statement). Assuming a quorum is present, the affirmative vote of a majority of all votes cast, either by attendance at the Annual Meeting or by proxy, is required to approve Proposal 3. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote for Proposal 3.

Will my shares be voted if I do not provide my Proxy Card or voting instructions?

Stockholders of Record: If your shares are registered in your name on the books and records of our transfer agent, you are a stockholder of record. If you are a stockholder of record, your shares will not be voted if you do not properly complete, sign and return your Proxy Card or vote in person at the Meeting. It is, therefore, important that you vote your shares.

Street Name Holders: If your shares are held in a brokerage, bank or another account that bears the name of athe holder and not you—shares referred to as held in “street name”—and you do not provide your voting instructions to your broker, your shares may be voted by your broker, bank or ~~brokerage~~other nominee only on certain “routine” matters, pursuant to stock exchange rules. Of the proposals to be considered and voted on at the Meeting, only the ratification of RSM as our independent registered public accounting firm ~~you~~(Proposal 2) is considered a “routine” matter for which brokers, banks or other nominees may ~~also be able to~~ vote your shares over the internet or by telephone. A large number of banks and brokerage firms are participating in online programs that allow eligible stockholders to vote over the internet or by telephone. If your bank or brokerage firm is participating in such a program, your voting form will provide instructions. If your voting form does not contain internet or telephone voting information, please complete and return the paper voting form in the self-addressed, postage-paid envelope provided by your bank or brokerage firm.

~~If you properly specify how a proxy is~~uninstructed shares. The other proposals to be voted ~~it will be voted accordingly.~~on at the Meeting are not considered “routine”. If you ~~sign a proxy card or voting form but~~ do not provide voting instructions on a non-routine matter that appears on a proxy card with at least one routine matter (as is the case with the Meeting), your broker may indicate on the proxy that it does not have discretionary voting authority and your shares will not be voted ~~FOR the director nominees, FOR ratification of the appointment of the auditors, FOR approval of the Company’s executive compensation,~~on such non-routine matter, which is referred to as a “broker non-vote.” Proposals 1 and ~~at the discretion of the proxy holders with regard to any other matter that~~3 on this year’s ballot are “non-routine” matters for which brokers may ~~come before the Meeting or any adjournment thereof.~~

~~Broker non-votes are shares held by brokers or nominees that are present in person or represented by proxy, but are~~ not ~~voted on a particular matter because~~vote absent voting instructions ~~have not been received~~ from the beneficial owner and the broker or nominee does not have discretion to vote without such instructions. Brokers and nominees generally do not have such discretion when the matter is deemed by the broker voting rules to be “non-routine.” The ratification of the independent registered public accounting firm is considered to be a “routine” matter with respect to which brokers and nominees have discretion to vote shares held by them in street-name in their discretion absent any instructions

3owner.

How are votes counted?

~~received from the beneficial owners of such shares. Brokers and nominees do not have such discretion with~~With respect to the election of directors (Proposal 1), you may vote “FOR ALL” of the director nominees, vote “WITHHOLD ALL” for all of the director nominees or ~~Say~~vote “FOR ALL EXCEPT” one or more director nominees. Votes that are “withheld” will have the same effect as abstentions and will not count as votes “FOR” or “AGAINST” a director. Proposal 1 is a “non-routine” matter for which brokers may not vote absent voting instructions from their beneficial owners. Broker non-votes will not affect the outcome of this proposal.

With respect to the ratification of RSM as our independent registered public accounting firm (Proposal 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 2, abstentions will not affect the outcome of this proposal and, as this proposal is considered a “routine” matter, there will be no broker non-votes as brokers are permitted to exercise their discretion to vote uninstructed shares on ~~Pay.~~this proposal.

With respect to the non-binding, advisory vote on executive compensation of our NEOs (Proposal 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Proposal 3 is a “non-routine” matter for which brokers may not vote absent voting instructions from their beneficial owners. Broker non-votes will not affect the outcome of this proposal. For Proposal 3, abstentions and “broker non-votes” are not considered votes cast and will not affect the outcome of this proposal.

If your Proxy Card is signed and returned without specifying choices, the shares will be voted FOR the nominees for Director in Proposal 1, FOR the ratification of the appointment of RSM as our independent registered public accounting firm in Proposal 2 and FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers in Proposal 3.

How will my shares be voted on any other matters to come before the Meeting?

The Board is not aware of any matter to come before the Meeting other than as described above. If any matter other than as described above should properly come before the Meeting, then the persons named in the enclosed form of Proxy Card will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment.

How Will Business Be Conducted at the Annual Meeting?

The chair of the Annual Meeting will determine the order of business and all other matters of procedure at the Meeting. Only nominations and other proposals brought before the Annual Meeting in accordance with the advance notice and information requirements of our Bylaws will be considered, and no such nominations or other proposals were received.

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QUESTIONS AND ANSWERS ABOUT THE BALCHEM ANNUAL MEETING

May stockholders ask questions at the 2022 Annual Meeting?

Yes. You may submit questions online via the link provided below. Questions must relate directly to the business of the Meeting. To submit a question, log into the Meeting Platform at: www.virtualshareholdermeeting.com/BCPC2022 type your question into the “Ask a Question” field and click “Submit.”

Questions pertinent to Meeting matters will be answered during the Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Meeting matters and therefore will not be answered. Any questions pertinent to Meeting matters that cannot be answered during the Meeting due to time constraints will be posted online and answered at https://balchem.com/our-company/investor-relations/. The questions and answers will be available as soon as practicable after the Meeting and will remain available until one week after posting.

Who pays for this proxy solicitation?

All expenses incurred relating to this solicitation will be borne by the Company. This will include the fee of Okapi Partners LLC who will help us solicit proxies, for a fee of $15,000 plus expenses. Proxies may be solicited, without additional compensation, by directors, officers and other regular employees of the Company by telephone, email, fax or in person. ~~All expenses incurred in connection with this solicitation will be borne by the Company.~~ Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of shares of our Common Stock held of record by them, and such custodians will be reimbursed for their reasonable expenses.

Can I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

sending a written statement revoking your proxy to the Secretary of the Company, provided such statement is received no later than 11:59 p.m., EDT on June 22, 2022;

voting again via the Internet or by telephone at a later time before the closing of those voting facilities at 11:59 p.m., EDT on June 22, 2022;

submitting a properly signed proxy card with a later date that is received no later than 11:59 p.m., EDT on June 22, 2022; or

attending the Annual Meeting, revoking your proxy and voting at the Annual Meeting.

Proxy revocation notices should be sent to 52 Sunrise Park Road, New Hampton, NY 10958, Attention: Secretary. New paper proxy cards should be sent to set forth above.

If you are a beneficial stockholder (i.e., you hold shares in street name), you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy by attending the Annual Meeting in person if you obtain a signed “legal proxy” from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Your attendance at the Annual Meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date.

Internet Availability of Proxy Materials

The Company’s Proxy Statement and the Annual Report ~~to stockholders for the year ended December 31, 2015~~ are available at http://~~proxymaterials.balchem.com~~.proxymaterials.balchem.com.

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Management Proposals

1. ELECTION OF DIRECTORS

~~The Company’s Bylaws provide for a staggered term~~At the time of the Annual Meeting, our Board will consist of ~~Directors consisting of eight (8)~~8 members, with the classification of the Board ~~of Directors~~ into three classes (Class 1, Class 2 and Class 3).

The ~~term~~terms of ~~the~~our three current Class 1 directors will expire at the Annual Meeting. ~~The Class 2~~Assuming their election, Ms. Fish, Mr. Harris, and ~~Class 3 directors~~Mr. Wineinger will ~~remain in office until their terms expire, at the annual meetings of stockholders to be held in the years 2018 and 2017, respectively.~~

~~Accordingly, at the 2016 Annual Meeting, three Class 1 directors are to be elected to~~ hold office until the 2025 annual meeting of stockholders ~~to be held in 2019 and thereafter~~or until their successors have been elected and qualified. The nominees and continuing directors are listed below with brief ~~biographies and are currently directors and have been nominated for election after due consideration by the Corporate Governance and Nominating Committee and the Board.~~ biographies.

Name	Class	Next Election Date
Kathleen Fish	1	2025
Theodore Harris	1	2025
Matthew Wineinger	1	2025
Daniel Knutson	2	2024
Joyce Lee	2	2024
David Fischer	3	2023
Perry Premdas	3	2023
Dr. John Televantos	3	2023

The Board is not aware of any reason why ~~any such nominee~~Ms. Fish, Mr. Harris, or Mr. Wineinger may be unable to serve as a director. If any, some or all of such nominees are unable to serve, the shares represented by all valid proxies will be voted for the election of such other person or persons, as the case may be, as the Board may recommend, or the Board may fill the vacancy or may amend the Company’s Bylaws to reduce the size of the Board.

Directors Standing for Re-Election

Vote Required to Elect Directors

Under the rules of the Securities and Exchange Commission (the “SEC”), boxes and a designated blank space are provided on the form of proxy for stockholders to mark if they wish to vote in favor of or withhold authority to vote for the Company’s nominees for director.

A director nominee must receive a plurality of the votes cast at the Meeting, assuming a quorum is present. This means that a broker non-vote or a vote withheld from a particular nominee will not affect the outcome of the election of directors. ~~However, we~~We also have ~~adopted~~ a majority vote ~~policy, as described below.~~

~~If for any reason any such named nominee should not be available as a candidate for director,~~policy. Under the ~~proxies will be voted in accordance with the authority conferred in the proxy for such other candidate as may be nominated by the Company’s Board of Directors.~~

~~Majority Vote Policy~~

~~In 2012, the Board of Directors amended the Company’s Corporate~~ Governance Guidelines, ~~and adopted a Director Resignation Policy. This policy provides that~~ if a nominee for director in an uncontested election receives a greater number of ~~“withhold”~~“WITHHOLD” votes for election than ~~“for”~~“FOR” votes, ~~(“Majority of Withhold”),~~ that director shall promptly ~~tender~~offer to the Board his or her resignation ~~from~~to the ~~Board of Directors. Our Corporate~~Board. The Governance ~~and Nominating~~ Committee (the “Governance Committee”) will then make a recommendation to the Board whether to accept or reject the resignation tendered by such director or whether other action is ~~necessary.~~recommended.

~~Our~~The Board will act on the tendered resignation, ~~taking into account~~considering the recommendation of the ~~Corporate~~ Governance ~~and Nominating~~ Committee as well as other potentially relevant factors, within 90 days from the date of the certification of the election results. The director whose resignation is under consideration is not permitted to participate in the consideration or recommendation of the ~~Corporate~~ Governance ~~and Nominating~~ Committee or deliberations of the Board with respect to his or her resignation. ~~If a director’s resignation is accepted by our Board, the Board may fill the resulting vacancy or may amend the Company’s Bylaws to decrease the size of the Board.~~

The ~~Company’s Corporate~~ Governance Guidelines are available on the ~~Corporate~~Leadership & Governance page in the Investor Relations section of the Company’s ~~website,~~website: www.balchem.com.

510

~~Nominees for Election as Director~~

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PROPOSAL 1. ELECTION OF DIRECTORS

~~Dino A. Rossi,~~ age 61, a Class 1 director whose current term expires in 2016, has been a director of the Company since 1997 and Chairman of the Company’s Board of Directors since February 2007. Mr. Rossi is currently interim CEO and an advisor to the board of directors of Elite Comfort Solutions, a portfolio platform company of Arsenal Capital Partners, Inc. Mr. Rossi retired from his position as President and Chief Executive Officer of the Company in April 2015, which he had held since October 1997. He was Chief Financial Officer of the Company from April 1996 to January 2004 and Treasurer of the Company from June 1996 to June 2003. He was Vice President, Finance and Administration of Norit Americas Inc., a wholly-owned subsidiary of Norit N.V., a Dutch chemicals company, from January 1994 to February 1996, and Vice President, Finance and Administration of Oakite Products Inc., a specialty chemicals company, from 1987 to 1993. Mr. Rossi served as a director of Scientific Learning Corporation (NASDAQ) from February 2010 to August 2012. Mr. Rossi’s years of experience as the primary source of corporate and operational leadership for the Company and his experience with other manufacturing entities make him a valuable member of our Board of Directors.

NOMINEES’ BIOGRAPHICAL INFORMATION

	Kathleen Fish, Class 1 Director (Term expires 2022) Age: 65 Independent Director since 2021		Professional Highlights
			• Prior to her retirement, Ms. Fish was Chief Research, Development and Innovation Officer for The Procter & Gamble Company (NYSE: PG) (“P&G”) (NYSE) (2017 – 2020).
			• Chief Technology Officer, P&G (2014 – 2017)
			Committee Assignments
			• Governance Committee
			Other Current Public Company Directorships
			• None
			Board Qualifications
			Ms. Fish’s executive leadership skills along with her expertise in the field of innovation, research, and new product development, including in highly regulated industries and direct to consumer markets provide valuable insights to the Board in driving growth and overseeing governance and risk.

	Ted Harris, Class 1 Director, Chairman of the Board (Term expires 2022) Age: 57 Director since 2015, Chairman since 2017		Professional Highlights
			• Director, Chief Executive Officer and President of Balchem Corporation since April 2015, and Chairman of the Board of Directors since January 2017.
			• Prior to joining the Company, Mr. Harris was employed by Ashland Global Holdings Inc. (formerly Ashland Inc.) (NYSE), a specialty chemical company. During his tenure at Ashland, his management positions included Senior Vice President/Ashland, President, Performance Materials, from November of 2014 to April 2015, Senior Vice President/Ashland, President, Performance Materials & Ashland Supply Chain from 2011 to 2014, and Vice President/Ashland, President, Performance Materials & Ashland Supply Chain.
			Other Current Public Company Directorships
			• Pentair plc (NYSE)
			Board Qualifications
			Mr. Harris’ broad managerial, international, operational and sales experience, as well as his proven track record of developing and implementing strategies for delivering sustainable, profitable growth, make him a valuable member of our Board.

~~Theodore L. Harris,~~ age 51, a Class 1 director whose current term expires in 2016, has been a director, President and Chief Executive Officer of the Company since April 2015. Mr. Harris was employed by Ashland, Inc. (NYSE), in various senior management positions, serving most recently as Senior Vice President, President Performance Materials, from November of 2014 to April 2015. Prior to this position, from 2011 to 2014, he served as Senior Vice President, President Performance Materials & Ashland Supply Chain, and prior to that, Vice President, President Performance Materials & Ashland Supply Chain. Mr. Harris’ broad managerial, international, operational and sales experience, as well as his proven track record of developing and implementing strategies for delivering sustainable, profitable growth make him a valuable member of our Board of Directors.

~~Matthew D. Wineinger,~~ age 49, a Class 1 director whose current term expires in 2016, has been a director of the Company since September 2015. Since June 2015, Mr. Wineinger has been the President of United Sugars Corporation, a privately held, leading marketer of sugar. Mr. Wineinger served as President of Bulk Ingredients from June 2010 to November 2014, and as President, Food and Industrial Ingredients of Tate & Lyle PLC (LSE) from March 2008 to June 2010. Mr. Wineinger’s twenty-five years of extensive global, operational and strategic industry experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board of Directors, particularly as the Company focuses on development and supply of products to human food and nutrition industries.

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PROPOSAL 1. ELECTION OF DIRECTORS

	Matthew Wineinger, Class 1 Director (Term expires 2022) Age: 55 Independent Director since 2015		Professional Highlights
			• Since June 2015, Mr. Wineinger has been the President and Chief Executive Officer of United Sugars Corporation, a privately held, leading marketer of sugar.
			• President, Bulk Ingredients of Tate & Lyle PLC (LSE) from June 2010 to November 2014 and prior to that, President, Food and Industrial Ingredients from March 2008 to June 2010.
			Committee Assignments
			• Audit
			• Compensation
			• Governance Committee, Chair
			Other Current Public Company Directorships
			• None
			Board Qualifications
			Mr. Wineinger’s thirty-one years of extensive global, operational and strategic industry experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board, particularly as the Company focuses on development and supply of products to human nutrition markets.

UPON RECOMMENDATION BY THE ~~CORPORATE~~ GOVERNANCE ~~AND NOMINATING~~ COMMITTEE, THE BOARD ~~OF DIRECTORS OF THE COMPANY~~UNANIMOUSLY RECOMMENDS A VOTE ‘FOR’ THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

	David Fischer, Class 3 Director (Term expires 2023) Age: 59 Independent Director since 2010		Professional Highlights
			• Retired director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of industrial packing systems from November 2011 to October 2015. President and Chief Operating Officer of Greif from 2007 to 2011, and from 2004 to 2007, Senior Vice President and Divisional President, Industrial Packaging & Services - Americas.
			• A co-founder and chairman of the board of directors of 10x Engineered Materials, a manufacturer of high-tech abrasives for industrial applications.
			Committee Assignments
			• Executive
			• Compensation
			• Audit
			Other Current Public Company Directorships
			• Ingredion Incorporated (NYSE)
			Board Qualifications
			~~Directors Not Standing For Election~~ ~~Paul D. Coombs~~, age 60, a Class 2 director whose current term expires in 2018, was appointed to our Board of Directors in September 2010. From April 2005 until his retirement in June 2007, Mr. Coombs served as the Executive Vice President of Strategic Initiatives for Tetra Technologies, Inc. (NYSE), an oil and gas services company, and from May 2001 to April 2005, as its Executive Vice President and Chief Operating Officer. From January 1994 to May 2001, Mr. Coombs served as Tetra’s Executive Vice President – Oil & Gas. Mr. Coombs is a director of Tetra and is a member of its Audit and Corporate Governance and Nominating Committees. Mr. Coombs also serves as a director of CSI Compressco GP Inc. and the general partner of CSI Compressco LP (NASDAQ), a publicly traded limited partnership, both of which are subsidiaries of Tetra. Mr. Coombs has thirty-five years of experience in the oil and gas service and exploration industries, which, together with his entrepreneurial approach to management, provides the Board of Directors with essential counsel and insight into this area. ~~Edward L. McMillan~~, age 70, a Class 2 director whose current term expires in 2018, has been a director of the Company since February 2003. Mr. McMillan owns and manages McMillan, LLC, a transaction-consulting firm that provides strategic consulting services and facilitates mergers and/or acquisitions predominantly to the food and agribusiness industry sectors. From 1988 to 1996, he was President and CEO of Purina Mills, Inc., where he was involved for approximately 28 years in various senior level positions in marketing, strategic planning, and business segment management. Mr. McMillan is also Chair of the Board of Trustees for the University of Illinois, which has 6 campuses in Champaign-Urbana, Chicago, and Springfield, Illinois, and is also Chair of the University of Illinois Research Park, L.L.C. in Champaign, Illinois. Mr. McMillan’s background, experience and continued involvement in the agribusiness industry are of particular value to our Board of Directors. ~~David B. Fischer~~, age 53, a Class 3 director whose current term expires in 2017, was appointed as a director of the Company in September 2010. Currently, Mr. Fischer is retired. Prior to his retirement, he was a director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of industrial packing systems from November 2011 to October 2015. From 2007 to 2011, Mr. Fischer was the President and Chief Operating Officer of Greif, and from 2004 to 2007, Mr. Fischer served as Greif’s Senior Vice President and Divisional President, Industrial Packaging & Services - Americas. He is currently a member of the Boards of Directors of Ingredion Incorporated (NASDAQ) and DOmedia LLC, a privately held company. Additionally, he serves on the Board of Habitat for Humanity International and the Wexner Medical Center of Ohio State University. Mr. Fischer holds a Bachelor of Science degree from Purdue University. Mr. Fischer’s management and leadership skills, developed over years of responsibility for complex, global manufacturing operations, and his intimate knowledge of mergers and acquisitions, position him as a critical component of our Board as we look to grow both organically and by acquisition.

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PROPOSAL 1. ELECTION OF DIRECTORS

	Daniel Knutson, Class 2 Director (Term expires 2024) Age: 65 Independent Director since 2018		Professional Highlights
			• Until his retirement at the end of 2017, Mr. Knutson served as the Executive Vice President for Special Projects at Land O’Lakes, Inc., an agribusiness and food co-operative.
			• From 2000 to 2017, Mr. Knutson served as Executive Vice President and Chief Financial Officer at Land O’Lakes, where he oversaw corporate finance, accounting, treasury, audit, information technology and strategy and played key roles in many of Land O’Lakes’ transactions. In addition, he was responsible for Land O’Lakes’ investment in Moark LLC.
			Committee Assignments
			• Audit Committee, Chair
			• Compensation
			Other Current Public Company Directorships
			• None
			Nominee Qualifications
			Our Company’s financial compliance programs and policies benefit from Mr. Knutson’s input and skilled guidance. Mr. Knutson’s animal feed and human food industry experience, combined with his financial and international business management experience, makes him a valuable member of our Board.

	Joyce Lee, Class 2 Director (Term expires 2024) Age: 49 Independent Director since 2019		Professional Highlights
			• President of Cobb-Vantress, Inc., a wholly owned subsidiary of Tyson Foods, Inc. (NYSE: TSN) since January 2022. Cobb-Vantress, Inc. is a leading poultry breeding stock supplier.
			• From 2020 to 2022, Ms. Lee served as Executive Vice President and President of U.S. Pet Health and U.S. Commercial Operations of Elanco Animal Health Incorporated (NYSE: ELAN).
			• From 2016 to 2020, Ms. Lee served as the president of North America for Bayer Animal Health.
			• From 2013 to 2015, Ms. Lee was Executive Vice President and Area President of Canada and Latin America at Zoetis Inc. (NYSE: ZTS).
			Committee Assignments
			• Audit Committee
			• Governance Committee
			Other Current Public Company Directorships
			• None
			Nominee Qualifications
			Ms. Lee’s domestic and international business management experience, particularly with respect to the development and supply of products to the animal feed and nutrition industries, makes her a valuable member of our Board.

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PROPOSAL 1. ELECTION OF DIRECTORS

	Perry Premdas, Class 3 Director (Term expires 2023) Age: 69 Independent Director since 2008		Professional Highlights
			• Mr. Premdas was Chief Financial Officer of Celanese AG, a chemical and plastics business spun-off by Hoechst AG and listed on the Frankfurt stock exchange and the NYSE from 1999 to 2004.
			• Senior Executive Vice President and Chief Financial Officer of Centeon LLC from 1997 to 1998.
			Committee Assignments
			• Executive
			• Governance Committee
			Other Current Public Company Directorships
			• None
			Past Public Company Directorships
			• Compass Minerals International, Inc. (NYSE) (until May 2015)
			Board Qualifications
			Over his career, Mr. Premdas led treasury, finance, audit and investor relations functions of US and international companies and had general manager, executive and director roles in various wholly-owned and joint venture operations. Mr. Premdas, who served as our Audit Committee Chair and the Board of Director’s audit committee financial expert from 2008 to 2018, brings a combination of financial and international business management experience in the chemical industry, making him a valuable member of our Board.

	Dr. John Televantos, Class 3 Director and Lead Director (Term expires 2023) Age: 69 Independent Director since 2005, Lead Director since 2010		Professional Highlights
			• Senior Partner at Arsenal Capital Partners, Inc., a private equity investment firm, where he leads the Chemicals and Materials practice of the firm.
			• From April 2002 through February 2005, President of the Aqualon Division and Vice President of Hercules, Inc., a chemical manufacturing company.
			Committee Assignments
			• Executive
			• Compensation, Chair
			Other Current Public Company Directorships
			• None
			Board Qualifications
			In addition to his experience in the chemical manufacturing industry and management of publicly traded chemical manufacturing entities, Dr. Televantos is also significantly involved in private equity markets and processes involving chemical manufacturing companies. Collectively, these skills and experiences make Dr. Televantos a valuable member of the Board.

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PROPOSAL 1. ELECTION OF DIRECTORS

Board Matrices

The following charts provide information regarding the members of our Board, including certain types of ~~Directors, as we look~~knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to ~~grow both organically~~our business or industry. The charts do not encompass all of the knowledge, skills, experiences or attributes of our directors, and ~~by acquisition.~~

~~Perry W. Premdas~~,~~age 63,~~the fact that a ~~Class 3 director whose current term expires in 2017, was appointed as~~particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of ~~the Company in January 2008. He is currently retired. From 1999~~a particular knowledge, skill, experience or attribute with respect to 2004, Mr. Premdas was Chief Financial Officer of Celanese AG, a chemical and plastics business spun-off by Hoechst AG and listed on the Frankfurt stock exchange and the NYSE. He was Senior Executive Vice President and Chief Financial Officer of Centeon LLC from 1997 to 1998. Over his career, he has led treasury, finance, audit and investor relations functions of US and international companies and had general manager, executive and director roles in various wholly-owned and joint venture operations. Mr. Premdas holds a BA from Brown University and an MBA from the Harvard University Graduate School of Business. He served as a member of the Board of Directors of Compass Minerals International, Inc. (NYSE) until May 2015. Mr. Premdas has been our Audit Committee Chairman and the Board of Director’s audit committee financial expert since 2008. The Company’s financial compliance programs and policies benefit from Mr. Premdas’ particular input and skilled guidance. Mr. Premdas’ combination of financial and international business management experience make him a valuable memberany of our ~~Board~~directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of ~~Directors.~~

~~Dr. John Y. Televantos,~~ ~~age 63, a Class 3 director whose current term expires in 2017, has been a director since February 2005,~~knowledge, skill and ~~lead director since August 2010. Dr. Televantos is a Partner at Arsenal Capital Partners, Inc., a private equity investment firm, where he leads~~experience listed below may vary among the Chemicals and Materials practice of the firm. Dr. Televantos was formerly with Hercules, Inc., a chemical manufacturing company, as President of the Aqualon Division and as Vice President of Hercules, Inc. from April 2002 through February 2005. Dr. Televantos holds B.S. and Ph.D. degrees in Chemical Engineering from the University of London, United Kingdom. In addition to Dr. Televantos’ experience in the chemical manufacturing industry and management of publicly traded chemical manufacturing entities, Dr. Televantos is also significantly involved in private equity markets and processes involving chemical manufacturing companies. Collectively, these make Dr. Televantos a valuable member of the Board of Directors.

~~Director Independence~~

The Board of Directors has made an affirmative determination that each of the Company’s directors, other than Mr. Rossi and Mr. Harris, is independent, as such term is defined under the NASDAQ Marketplace Rules.

~~Meeting Attendance~~

During fiscal 2015, the Board of Directors held five regular meetings and one special meeting. Each director attended at least 75% of the meetings of the Board held when he was a director and of the meetings of those Committees of the Board on which he served.

~~The Company has a policy of strongly encouraging directors to attend the annual meeting of stockholders. Historically, attendance has been excellent. Five~~ members of the ~~Board of Directors attended the Company’s 2015 annual meeting of stockholders.~~Board.

Core Industry Experience

Executive Experience

Corporate Governance

Public Company Board Experience

Environmental/Social

Financial / Accounting / Risk Management

Health & Safety

Mergers & Acquisitions – Capital Markets

Research & Development

International Markets

Marketing

Manufacturing / Supply Chain

Total Number of Directors

Hispanic or Latino

��

American Indian or Alaskan Native

Asian

Black or African American

Native Hawaiian or Other Pacific Islander

White

Two or More Races

LGBTQ+

715

~~Committees of the Board of Directors~~

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The Company’s Board of Directors has a standing Audit Committee, Executive Committee, Compensation Committee, and Corporate Governance and Nominating Committee. The Board of Directors appoints the members of each Committee. In 2015, the Audit Committee held three regular meetings and four telephonic or special meetings and each of the Compensation Committee and Corporate Governance and Nominating Committee held three meetings. The Executive Committee did not meet in 2015.

~~Audit Committee~~.The Audit Committee has appointed RSM as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The Company is ~~directly responsible~~submitting its selection of RSM for ~~appointing, compensating and overseeing~~ratification by the ~~work~~stockholders at the Annual Meeting. RSM has audited the Company’s financial statements since 2004.

Neither the Company’s charters nor its Bylaws require that the stockholders ratify the selection of RSM as the Company’s independent registered public accounting firm. ~~The Audit Committee also assists~~However, the ~~Board~~Company is submitting the selection of ~~Directors in fulfilling its oversight responsibilities with respect~~RSM to stockholders for ratification as a matter of good corporate governance practice. If stockholders do not ratify the ~~Company’s financial reporting, internal controls and procedures, and audit functions. The primary duties and responsibilities of~~selection, the Audit Committee ~~are~~will reconsider whether to ~~(i) monitor~~retain RSM. Even if the ~~integrity~~selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Assuming a quorum is present, the affirmative vote of a majority of all votes, by attendance at the Annual Meeting or represented by proxy, is required for approval of this proposal. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote. Brokers have discretionary authority to vote on this proposal, so there will be no broker non-votes.

We expect that representatives of RSM will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.

Please refer to the sections entitled “Principal Accountant Fees and Services”, “Audit Committee Financial Expert”, “Policy on Pre-Approval of Audit and Non-Audit Services” and “Audit Committee Report” at Page 51 in connection with your consideration of these issues.

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Since 2011, the Company’s stockholders have been provided with an opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s ~~financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance, (ii) monitor~~Named Executive Officers (“NEOs”).

Since our 2017 annual meeting, at which our stockholders approved holding advisory or “Say on Pay” votes on executive compensation on an annual basis, the ~~independence, qualifications and performance~~“Say on Pay” vote has been held every year. Last year, our stockholders approved our “Say on Pay” resolution by approximately 96% of the ~~Company’s independent auditors, (iii) establish policies~~votes cast on the executive compensation described in our 2021 Proxy Statement.

The Company again seeks your advisory vote and procedures with respect to enterprise risk assessment and risk management, (iv) review Company procedures for identifying, monitoring, and mitigating risk exposures, and (v) provide an avenue of communication amongasks that you approve the independent auditors, management and the Board of Directors. The Audit Committee’s role with respect to the Company’s risk oversight is discussed under the section below entitled below entitled “Board Role in Risk Oversight”. The Audit Committee also monitors and, if necessary, investigates, reports made to the Company’s hotline dedicated for the notification of potential financial fraud under the Sarbanes-Oxley Act of 2002. Responsibilities, activities and independencecompensation of the ~~Audit Committee are discussed~~NEOs as disclosed in ~~greater detail under the section of~~ this Proxy Statement ~~entitled “Audit Committee Report.”~~by voting FOR the following resolution at the Annual Meeting:

~~The Board of Directors~~“RESOLVED, that the Company’s stockholders approve, on an advisory (non-binding) basis, the compensation of the ~~Company has adopted a written charter~~Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, compensation tables and any related material disclosed in this proxy statement).”

Please refer to the section entitled “Compensation Discussion and Analysis”, and the tables and narratives in the Executive Compensation portion of this section for the ~~Audit Committee, which is available on the Corporate Governance page in the Investor Relations section~~discussion and summary of the ~~Company’s website,~~ ~~www.balchem.com~~. The current members of the Audit Committee are Messrs. Premdas (Chair), Coombs, Fischer and McMillan. The Board of Directors of the Company has determined that the Audit Committee Chairman, Mr. Premdas, qualifies as an “audit committee financial expert,” as defined by SEC rules, and that all members of the Audit Committee are “independent” under the NASDAQ Marketplace Rules and SEC independence requirements applicable to audit committee members.

~~Compensation Committee. The duties~~policies of the Compensation Committee ~~are, among other things, to (i) review, approve and recommend to~~which form the ~~Board of Directors~~basis for approval a compensation program, including incentives, for the Chief Executive Officer (“CEO”) and senior executives of the Company (the CEO may not be present during deliberations or voting on his compensation), (ii) recommend to the Board of Directors for approval the compensation of ~~directors,~~our NEOs and ~~(iii) administer~~information on the amounts paid.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement. Because this vote is advisory only, the vote is not binding; however, the Compensation Committee will consider the results of stockholder voting in making future compensation decisions regarding NEOs.

Assuming a quorum is present, the affirmative vote of a majority of all votes cast, by attendance at the Annual Meeting or represented by proxy, is required for approval of this proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY (NONBINDING) BASIS, OF THE COMPENSATION OF OUR NEOS AS DISCLOSED IN THIS PROXY STATEMENT.

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Governance Principles

General

Balchem is committed to adhering to sound corporate governance practices.

Balchem’s Governance Guidelines

○	Include corporate governance practices to guide and assist the Board in fulfilling its responsibilities to oversee management in the operation and results of Balchem’s business and affairs.

○	Are designed to enhance the necessary authority and practices for the Board to make decisions that are in the best interests of Balchem and independent of Balchem’s management.

○	Are intended to align the interests of directors and management with the long-term interests of Balchem’s stockholders.

○	The Governance Guidelines are available on the Leadership & Governance page in the Investor Relations section of the Company’s website, www.balchem.com.

•	Codes of Business Conduct and Ethics (our “Code of Ethics”)

○	Our Code of Ethics applies to all Balchem employees, directors and officers.

○	Our Code of Ethics is the lynchpin of Balchem’s Compliance and Ethics Program and embodies the fist of Balchem’s Core Values, which is “Always Doing the Right Thing.”

○	Our Code of Ethics promotes honest and ethical conduct, compliance with applicable laws, rules and regulations, prompt reporting of violations of the code and full, fair, accurate, timely and understandable disclosure in reports filed with the SEC.

○	Additionally, the Company has adopted a Code of Ethics for Senior Financial Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Corporate Controller.

○	Among other things, this code requires Senior Financial Officers to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Corporation files with or submits to the Securities and Exchange Commission and in other public communications;

○	If the Board waives of any provision in either of these codes in favor of members of the Board or an executive officer, it will be publicly disclosed in a Current Report on Form 8-K filed with the SEC.

○	Both codes are available on the Leadership & Governance page in the Investor Relations section of the Company’s website: www.balchem.com.

Board Charters

○

Each of Balchem’s Board Committees have adopted a charter defining its respective purposes and responsibilities. These charters are reviewed by the Committees annually. The charters for the Audit, Compensation and Corporate Governance Committees are available on the Leadership & Governance page in the Investor Relations section of the Company’s website, www.balchem.com.

•	Director Independence

○	Each year, the Board conducts a survey to determine the independence of its members. The Board has determined that each of the Company’s directors, other than Mr. Harris, is independent, as is defined under the Nasdaq Listing Rules.

Evaluations

○	The Board conducts an annual self-evaluation (which Includes a director self-assessment) and the Committees conduct a self-evaluation on a biennial basis.

Corporate Risk Oversight

The Board provides general oversight of the Company’s ~~equity compensation plans, including~~risk management program, focusing on the ~~1999 Stock Plan, as amended on June 20, 2013, for officers, directors, directors emeritus~~most significant and ~~employees of and consultants to~~material risks facing the Company and ~~its subsidiaries (referred~~helps to ~~in this Proxy Statement as~~ensure that management develops and implements preventative controls and appropriate risk mitigation strategies.

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At the ~~“1999 Stock Plan” or the “Stock Plan”).~~

The Board of Directors of the Company has adopted a written charter for the Compensation Committee, which is available on the Corporate Governance page in the Investor Relations section of the Company’s website, ~~www.balchem.com~~. The current members of the Compensation Committee are Dr. Televantos (Chair) and Messrs. Fischer and McMillan, each of whom is independent, as such term is defined under the NASDAQ Marketplace Rules.

~~Corporate Governance and Nominating Committee~~. ~~The duties of the Corporate Governance and Nominating Committee are, among other things, to (i) consider and make recommendations to the Board concerning the appropriate size, function and needs~~direction of the Board, ~~(ii) determine~~we have instituted an enterprise-wide risk management process that identifies potential exposure to risks that arise in the ~~criteria~~course of our business. The Board uses our enterprise-wide risk management system as a key tool for ~~Board membership, oversee searches and evaluate and recommend candidates for election to~~understanding the Board, (iii) evaluate and recommend to the Board responsibilities of the Board committees, (iv) annually review and assess the adequacy of the Company’s Corporate Governance Guidelines and recommend any changes to the Board for adoption, (v) annually evaluate its own performancerisks facing us as well as ~~oversee an annual self-evaluation~~assessing whether management's processes, procedures and practices for mitigating those risks are effective. Our Internal Audit function is primarily responsible for the planning, assessment and reporting of our risk profile and this risk management system.

While most risk oversight activities are administered through the ~~Board and other~~Audit Committee, each of our Board Committees ~~(vi) oversee compliance with the Company’s Stock Ownership Policies, (vii) consider matters~~has historically focused and continues to focus on specific risks within its respective area of ~~corporate social~~ responsibility and corporate public affairs related to the Company’s employees and stockholders, (viii) recruit and evaluate new candidates for nomination by the full Board for election as directors, (ix) prepare and update an orientation program for new directors, (x) evaluate the performance of current directors in connection with the expiration of their term in office providing adviceregularly reports to the full ~~Board as to nomination for reelection, and (xi) annually review and recommend policies on director retirement age.~~

The Board of Directors of the Company has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on the Corporate Governance page in the Investor Relations section of the Company’s website, ~~www.balchem.com~~. The current members of the Corporate Governance and Nominating Committee are Messrs. McMillan (Chair), Premdas and Coombs and Wineinger, each of whom is independent, as such term is defined under the NASDAQ Marketplace Rules.

~~Executive Committee~~. The Executive Committee is authorized to exercise all the powers of the Board of Directors in the interim between meetings of the Board, subject to the limitations imposed by Maryland law. The Executive Committee is also responsible for: (i) the recruitment, evaluation and selection of suitable candidates for the position of CEO, for approval by the full Board; (ii) the preparation, together with the Compensation Committee, of objective criteria for the evaluation of the performance of the CEO; and (iii) reviewing the CEO’s plan of succession for key executives of the Company. The current members of the Executive Committee are Dr. Televantos (Chair), Mr. Fischer and Mr. McMillan.

~~Nominations of Directors~~

The Corporate Governance and Nominating Committee considers re-nominating incumbent directors who continue to satisfy the Company’s criteria for membership on the Board; whom the Board believes will continue to make contributions to the Board; and who consent to continue their service on the Board. If the incumbent directors are not nominated for re-election or if there is otherwise a vacancy on the Board, the Corporate Governance and Nominating Committee will solicit recommendations for nominees from persons that they believe are likely to be familiar with qualified candidates, including Board members and members of management. The Corporate Governance and Nominating Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. The Corporate Governance and Nominating Committee also considers independent director candidates recommended by one or more substantial, long-term stockholders. Generally, stockholders who individually or as a group hold 5% or more of the Company’s common stock and have continued to do so for over one year will be considered substantial, long-term stockholders. In order to be considered by the Corporate Governance and Nominating Committee, the names of such nominees, accompanied by relevant biographical information, must be properly submitted, in writing, to the Secretary of the Company by the deadline for including shareholder proposals in the Company’s proxy materials as set forth below in “Stockholder Proposals for 2017 Annual Meeting.” Stockholder nominations that comply with these procedures and that meet the criteria outlined above will receive the same consideration that other candidates receive.

The Corporate Governance and Nominating Committee and the Board have adopted guidelines for identifying or evaluating nominees for directors, including incumbent directors and nominees recommended by stockholders. The Company’s current policy is to require that a majority of the Board of Directors be independent; at least four of the directors have the financial literacy necessary for service on the audit committee and at least one of these directors qualifies as an audit committee financial expert. In addition, directors may not serve on the boards of more than three other public companies without the approval of the Board of Directors and directors must satisfy the Company’s age limit policy for directors, which require that a director retire at the conclusion of his or her term in which he or she reaches the age of 70. The guidelines for nomination for a position on the Board of Directors provide for the selection of nominees based on the nominee’s skills, achievements and knowledge, and also contemplate that the following will be considered, among other things, in selecting nominees: experience and skills in areas critical to understanding the Company and its business; personal characteristics, such as integrity and judgment; and the candidate’s ability to commit to the Board of Directors of the Company. Members of the Corporate Governance and Nominating Committee (and/or the Board) also meet personally with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Further, in considering nominations, the Governance and Nominating Committee takes into account how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board.

~~Lead Director~~

The Board of Directors has had a Lead Director since 2005. Dr. Televantos has been the Lead Director since August 2010. The Lead Director functions, in general, to reinforce the independence of the Board of Directors of the Company, and is appointed on a rotating basis from the independent directors. The Lead Director serves at the pleasure of the Board and, in any event, only so long as that person shall be an independent director of the Company. The Corporate Governance and Nominating Committee reviews annually the functions of the Lead Director and recommends to the Board any changes that it considers appropriate. The Lead Director provides a source of Board leadership complementary to that of the Chairman of the Board. The Lead Director is responsible for, among other things, (i) working with the Chairman and other directors to set agendas for Board meetings; (ii) providing leadership in times of crisis together with the Executive Committee; (iii) reviewing the individual performance of each of the directors with the Chair of the Corporate Governance and Nominating Committee; (iv) chairing regular meetings of independent Board members without management present (executive sessions); (v) acting as liaison between the independent directors and the Chairman; and (vi) chairing Board meetings when the Chairman is not in attendance.

~~Board Role in Risk Oversight~~

~~While our Board provides direct risk oversight, the Company is transitioning from risk oversight through the Audit and Governance Committees to primary risk oversight through the Audit Committee.~~ The Board and the Audit Committee ~~has and will~~ regularly discuss ~~with management our~~the Company’s major risk exposures with management, their potential financial impact on the Company and the management thereof. In particular, the Audit Committee receives, or arranges for the Board of Directors to receive, periodic reports from management on areas of material risk to the Company, including financial, operational, legal, regulatory and strategic risks. The Company has initiated an enterprise risk management effort led by its Internal Audit function. The Company does not have a chief risk officer; therefore, the Audit Committee receives these reports from the member of management tasked with the responsibility to understand, manage and mitigate the particular risks. The Chairman of the Audit Committee reports on the discussion to the full Board during the Committee reports portion of the next Board meeting, which enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to cross-discipline risks and interrelated risks. ~~The Company believes that our Board leadership structure (separate Chairman of the Board and Chief Executive Officer) optimizes risk oversight.~~

(1)

The Audit Committee receives, or arranges for the Board to receive, on a no less than annual basis, reports from management on areas of material risk to the Company, including financial, operational, legal, regulatory, information security and cybersecurity and strategic risks (the “Company Risk Reports”).

(2)	The Audit Committee receives the Company Risk Reports from members of management tasked with the responsibility to understand, manage and mitigate the risks (with the Company’s enterprise risk management effort being facilitated by its Internal Audit function).

(3)

The Chair of the Audit Committee reports on its discussion of the Company Risk Reports to the full Board during the Committee reports portion of the Board meeting following the receipt of said Company Risk Reports, which enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to cross-discipline risks and interrelated risks.

The Compensation Committee also evaluates risk, as such relates to our compensation program. Please refer to the discussion in the Compensation Discussion and Analysis under the section “Risk Considerations in our Compensation ~~Program”.~~Program.”

As part of its role in evaluating the Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company's corporate governance framework, including its Articles of Incorporation and Bylaws, the Governance Committee evaluates the risks associated it with these practices and procedures.

Additionally, the Governance Committee plays a critical role in mitigating the risks associated with key employee departures via its role in succession planning for the Chief Executive Officer (“CEO”) and other executives. At least once per year, usually as part of the annual talent review process, the Governance Committee and the Board discuss and review the succession plans for the CEO and other key executives. The Board also becomes familiar with potential successors via various means, including annual talent reviews, presentations to the Board, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for our future business success.

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The chart below sets forth the responsibilities of the Board and its Committees for risk oversight:

~~Communicating With~~Sustainability

We are committed to running our business in a way that respects the overall environment in which we operate. Therefore, corporate responsibility and sustainability play an important role in our strategies and long-term value creation for our stakeholders. We believe that our sustainability practices require transparency and accountability. Our sustainability framework focuses on the most critical Environmental, Social, and Governance (“ESG”) topics relevant to our business and stakeholders. The Governance Committee periodically reviews Balchem’s ESG strategy, initiatives, and policies. In 2019, we modified the Governance Guidelines to more accurately reflect the Company’s commitment to seeking and electing diverse board members.

The Company issues a sustainability report on an annual basis, which is the result of a process of engagement with Balchem’s stakeholders to understand their sustainability interests and concerns and capture Balchem’s efforts and achievements in key areas of sustainability. The report can be found on our Corporate Social Responsibility page at www.balchem.com. Our Governance Committee, in connection with its responsibility for reviewing the Company’s activities and practices regarding ESG matters, maintains responsibility for oversight of our sustainability-related practices and monitors the Company’s progress in this area. Periodically, and at least annually, our entire Board receives information on our ESG efforts, with a focus on the Company’s sustainability program, including performance against targets.

Corporate Strategy

At least once per year, the Board and senior management engage in an in-depth strategic review of our corporate strategy and our business units’ strategic plans. These plans are designed to create long-term stockholder value and serve as the foundation upon which goals are established. Throughout the year, the Board reviews our strategy and monitors management's progress against such goals.

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Board Structure & Responsibilities

Committees of the Board of Directors

The Board has the following standing committees, each of which is comprised solely of independent directors:

(1)	Audit Committee;

(2)	Executive Committee;

(3)	Compensation Committee; and

(4)	Governance Committee.

The Board appoints the members of each Committee. The Governance Committee evaluates and recommends to the Board the responsibilities of the Board committees, including composition of committees, structure of committees, and operations. The table below represents the current committee composition.

David Fischer

Kathleen Fish

Daniel Knutson

Chair

Joyce Lee

Perry Premdas

Dr. John Televantos

Chair

Matthew Wineinger

Chair

Number of Committee Meetings Held in 2021

Audit Committee

The Audit Committee is directly responsible for appointing, compensating and overseeing the work of the Company’s independent registered public accounting firm. The Audit Committee also assists the Board in fulfilling its oversight responsibilities with respect to the Company’s financial reporting, internal controls and procedures, and audit functions.

The other primary duties and responsibilities of the Audit Committee are to:

(1)	monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance;

(2)	monitor the independence, qualifications, performance and compensation of the Company’s independent auditors;

(3)	establish policies and procedures with respect to enterprise risk assessment and risk management;

(4)	review Company procedures for identifying, monitoring, and mitigating risk exposures; and

(5)	provide an avenue of communication among the independent auditors, internal audit, management and the Board.

The Audit Committee’s role with respect to the Company’s risk oversight is discussed under the section above entitled “Corporate Risk Oversight”. The Audit Committee also monitors and, if necessary, investigates reports made to the Company’s hotline. Responsibilities, activities and the independence of the Audit Committee are discussed in greater detail under the section below entitled “Audit Committee Report.”

The Board has determined that the Audit Committee Chair, Mr. Knutson, and Messrs. Fischer and Wineinger qualify as “audit committee financial experts,” as defined by SEC rules, and that all members of the Audit Committee are “independent” under the Nasdaq Marketplace Rules and SEC independence requirements applicable to audit committee members.

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Compensation Committee

The duties of the Compensation Committee are, among other things, to:

(1)	ensure that compensation and benefit plans are aligned with the interests of stockholders and meet the needs of the Company and its employees;

(2)	review, approve and recommend to the Board for approval various aspects of a compensation program, including incentives, for the CEO and senior executives of the Company (the CEO may not be present during deliberations or voting on his compensation);

(3)	recommend to the Board for approval the compensation of directors; and

(4)	administer the Company’s equity compensation plans.

The Compensation Committee solicits input from our CEO with respect to the performance of our executive officers and their compensation levels no less frequently than annually, usually in the first quarter. The members of our Compensation Committee have extensive and varied experience with various public and private corporations - as investors and stockholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual.

In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are:

(1)	“non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and

(2)	“outside directors” for Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

In setting 2021 director and executive compensation the Compensation Committee engaged Mercer, LLC (“Mercer”), an independent executive compensation advisory firm, to provide survey data and advice on market trends on director and executive compensation.

In early 2021, the Compensation Committee reviewed with senior management its recommendations and basis for Company performance goals for payouts of 2021 annual incentive awards and long-term compensation awards. Following this discussion, the Compensation Committee set the 2021 Company performance goals for annual incentive awards and long-term compensation awards and also approved the long-term compensation awards. For information regarding the Compensation Committee’s role, absence of conflicts and fees, among other matters, see “Compensation Discussion and Analysis.”

Governance Committee

The duties of the Governance Committee are, among other things, to:

(1)	considering and making recommendations to the Board concerning the appropriate size, function and needs of the Board;

(2)	determining the criteria for Board membership, overseeing searches, and evaluating and recommending candidates for election to the Board;

(3)	evaluating and recommending to the Board responsibilities of the Board committees;

(4)	annually reviewing and assessing the adequacy of the Governance Guidelines and recommending any changes to the Board for adoption;

(5)	annually evaluating its own performance as well as overseeing an annual self-evaluation of the Board (which Includes a director self-assessment) and other Board Committees;

(6)	overseeing compliance with the Company’s Stock Ownership Policies;

(7)

developing and recommending to the Board for approval a CEO and other key executive succession plan (the “Succession Plan”), reviewing the Succession Plan annually with the CEO and Board, developing and evaluating potential candidates for these positions and recommending to the Board any candidates or changes to previously identified candidates under the Succession Plan;

(8)	considering matters of corporate social responsibility, including reviewing the Company’s activities and practices regarding ESG matters that are significant to the Company and periodically reviewing the Company’s ESG strategy, initiatives and policies;

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(9)	recruiting and evaluating new candidates for nomination by the full Board for election as directors,

(10)	preparing and updating an orientation program for new directors;

(11)	evaluating the performance of current directors in connection with the expiration of their term in office providing advice to the full Board as to nomination for reelection; and,

(12)	annually reviewing and recommending policies on director retirement age.

Executive Committee

The Executive Committee is authorized to exercise all the powers of the Board in the interim meetings of the Board, subject to the limitations imposed by Maryland law. The Executive Committee is also responsible for:

(1)	the recruitment, evaluation and selection of suitable candidates for the position of CEO, for approval by the full Board; and,

(2)	the preparation, together with the Compensation Committee, of objective criteria for the evaluation of the performance of the CEO.

Executive Sessions of the Board of Directors

The Company’s independent directors meet regularly in executive sessions following each regularly scheduled meeting of the Board. These executive sessions are presided over by the Lead Director.

Board Chair

Balchem’s Governance Committee continuously reviews the functioning of the Board and makes recommendations (based on its determination of the best interests of the Company and our stockholders and consistent with our Governance Guidelines) to the Board regarding the CEO, Chairman of the Board (the “Chairman”) and Lead Director.

Our Governance Guidelines do not require the Chairman to be independent and do not require separation of the Chairman and CEO positions.

The Board and the Governance Committee regularly consider the appropriate leadership structure for the Company and have concluded that the Company and its stockholders are best served by the Board and the Governance Committee retaining discretion to determine whether the same individual should serve as both CEO and Chairman.

The Board and the Governance Committee believe it is important to retain the flexibility to make this determination based on what it believes will provide the best leadership structure for the Company at any given time.

Mr. Harris, our CEO and President, has been the Chairman since January 1, 2017. The Board and the Governance Committee currently believe the Company and its stockholders are best served by having Mr. Harris serve in both positions. The Board and the Governance Committee believe several factors support this decision. These include:

The combined Chairman and CEO structure promotes decisive leadership, ensures clear accountability and enhances our ability to communicate with a single and consistent voice to stockholders, employees and other stakeholders.

Mr. Harris is thoroughly familiar with our business and the challenges the Company faces in the current environment and is best situated to lead and focus discussions on those critical matters affecting the Company, which increases the effectiveness of Board meetings.

Finally, the combination of the Chairman and the CEO position succeeds because of the engaged, knowledgeable involvement of our Board in combination with our culture of open communication with the CEO and senior management, enabling the CEO to be an effective conduit between management and the Board.

Lead Director

Our board leadership structure is supported by the active function of the Lead Director, who provides and confirms the necessary independence in the functioning of the Board.

The Board of Directors has had a Lead Director since 2005. Dr. Televantos has been the Lead Director since August 2010. The Lead Director role reinforces the independence of the Board and is appointed on a rotating basis from the independent directors.

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The Lead Director serves at the pleasure of the Board and, in any event, only so long as that person is an independent director of the Company. The Governance Committee annually reviews the functions of the Lead Director and recommends to the Board any changes that it considers appropriate. The Lead Director provides a source of Board leadership complementary to that of the Chairman.

The Lead Director’s responsibilities include:

(1)	working with the Chairman and other directors to set agendas for Board meetings;

(2)	together with the Executive Committee, providing leadership in times of crisis;

(3)	reviewing the individual performance of each of the directors with the Chair of the Governance Committee;

(4)	chairing regular meetings of independent Board members without management present (executive sessions);

(5)	acting as liaison between the independent directors and the Chairman; and

(6)	chairing Board meetings when the Chairman is not in attendance.

Compensation Committee Interlocks and Insider Participation

Messrs. Fischer, Premdas, Wineinger and Dr. Televantos, each of whom is a director of the Company, served as the members of the Compensation Committee during 2021. Mr. Knutson replaced Mr. Premdas as member of the Compensation Committee in February 2022.

None of Messrs. Fischer, Knutson, Premdas, Wineinger, nor Dr. Televantos:

(i)	was, during the last completed fiscal year, an officer or employee of the Company,

(ii)	was formerly an officer of the Company, or

(iii)

had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Securities Act of 1933, as amended.

During 2021, there were no interlocking relationships between the Board or Compensation Committee, or the board of directors or compensation committee of any other company that are required to be disclosed under Item 407 of Regulation S-K.

Related Party Transactions Policy

See Page 47

Director Retirement Policy

Directors must satisfy the Company’s age limit policy for directors, which require that a director retire at the conclusion of the term in which the director reaches the age of 70 (the “Director Retirement Policy”).

Under the Director Retirement Policy, neither Dr. Televantos nor Mr. Premdas will be eligible to stand for election in 2023 as a member of Class 3 of the Board. The Board has begun a multistage process in connection with these anticipated retirements.

In February 2022:

1.	Mr. Knutson became a member of the Compensation Committee, replacing Mr. Premdas;

2.	Ms. Lee became a member of the Governance Committee, replacing Dr. Televantos; and

3.	Mr. Wineinger was appointed to the Audit Committee.

It is anticipated that further adjustments to Committee assignments and roles, as well as the appointment of a replacement Lead Director, will be made in February 2023 in advance of Dr. Televantos’ and Mr. Premdas’ retirements. Additionally, the Governance Committee will begin the process of identifying qualified replacement candidate(s).

Communicating with the Board of Directors

We maintain an active dialogue with our stockholders. We value the opinions of our stockholders and other stakeholders and welcome their views throughout the year on key issues. In 2021, we had ongoing dialogue with stockholders with respect to corporate governance and ESG matters. Our stockholders have expressed their support for our corporate governance practices and ESG initiatives.

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Members of the Board and executive officers are accessible by mail in care of the Company. Any matter intended for the Board or for any individual member or members of the Board should be directed to the ~~General Counsel~~Secretary with a request to forward the communication to the intended recipient. In the alternative, stockholders ~~can~~may direct correspondence to the Board via the Chairman or to the attention of the Lead Director in care of the Company at the Company’s principal executive office address, 52 Sunrise Park Road, New Hampton, NY 10958. The Company will forward such communications, unless of an obviously inappropriate nature, to the intended recipient.

Director Compensation

~~Executive Sessions~~Each director, other than Mr. Harris, receives compensation, including fees, retainers and equity awards. In 2021, outside directors were paid an annual retainer of $30,000 and a fee of $4,000 for each Board meeting attended, plus expenses.

Committee members earned a fee of $1,000, plus expenses, for each Committee meeting attended.

The Lead Director and Committee Chairs received the following additional annual retainers:

(1)	the Lead Director – $16,000;

(2)	the Chair of the Audit Committee – $12,000;

(3)	the Chair of the Compensation Committee – $10,000; and,

(4)	the Chair of the Governance Committee – $8,000.

Directors also received equity awards composed of Time-Based Restricted Shares and Stock Options (in each case as defined below) as more fully discussed in the table below.

The following table sets forth the fees, equity awards, and other compensation earned, paid, or awarded to each of the ~~Board of Directors~~

~~The~~ Company’s ~~independent~~ directors meet regularly in executive sessions following each regularly scheduled meeting of the Board of Directors. These executive sessions are presided over by the Lead Director. The independent directors presently consist of all current directors, except Mr. Rossi and Mr. Harris.

~~Executive Officers~~

~~Set forth below is certain information concerning the executive officers of the Company~~ (other than Mr. Harris, whose ~~background~~compensation is ~~described above under the caption “Nominees for Election as Director”).~~

~~William A. Backus,~~ CPA, age 50, has been Chief Financial Officer and Treasurer since June 2014. He was Chief Accounting Officer and Assistant Treasurer of the Company since June 2011, and was Controller of the Company from January 2006 to June 2011. He was Controller of Stewart EFI, LLC, a precision metal component manufacturer, from 1999 through 2005.

~~Frank J. Fitzpatrick~~, CPA, age 55, has been Vice President, Administration since June 2014. He was Chief Financial Officer of the Company from January 2004 to June 2014 and Treasurer of the Company from June 2003 to June 2014, and was Controller of the Company from April 1997 to January 2004. He was Director of Financial Operations/Controller of Alliance Pharmaceutical Corp., a pharmaceuticals company, from September 1989 through March 1997.

~~Matthew D. Houston,~~ age 52, has been General Counsel of the Company since January 2005 and Secretary since June 2005. He was General Counsel and Secretary of Eximias Pharmaceutical Corporation, a privately held corporation, from 2001 to 2004. Mr. Houston also held several internal counsel positions at BASF Corporation, from 1994 to 2001. Mr. Houston received a Juris Doctor degree from Saint Louis University.

~~David F. Ludwig,~~ age 58, has been Vice President and General Manager, Specialty Products since July 1999 and an executive officer of the Company since June 2000. He was Vice President and General Manager of Scott Specialty Gases, a manufacturer of high purity gas products and specialty gas blends, from September 1997 to June 1999. From 1986 to 1997 he held various international and domestic sales and marketing positions with Engelhard Corporation’s Pigments and Additives Division.

~~Code of Business Conduct and Ethics~~

The Company has adopted a Code of Ethics for Senior Financial Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Corporate Controller. The Company has also adopted a Business Ethics Policy applicable to its employees and a further Policy Statement which confirms that, as and when appropriate, the Business Ethics Policy and the Code of Ethics for Senior Financial Officers are applicable to the Company’s directors and officers. Any waiver of any provisionset forth in the Code of Ethics or Business Ethics Policy in favor of members of the Board or in favor of executive officers may be made only by the Board. Any such waiver, and any amendment to such Code, will be publicly disclosed in a Current Report on Form 8-K. The Code of Ethics and Business Ethics Policy and further Policy Statement are available on the Corporate Governance page in the Investor Relations section of the Company’s website, ~~www.balchem.com~~.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and holders of more than 10% of the Company’s Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of any subsequent changes in ownership of Common Stock and other equity securities of the Company. Specific due dates for these reports have been established and the Company is required to disclose any failure to file by these dates.

~~Based upon a review of such reports furnished to the Company, or written representations that no reports were required, the Company believes that~~Summary Compensation Table below) during the fiscal year ended December 31, ~~2015, its officers~~2021.

Name	Fees	Stock Awards⁽¹⁾	All Other Compensation ($)	Total ($)
David Fischer	$56,000	$140,631	0	$196,631
Kathleen Fish	$28,000	$0	0	$28,000
Daniel Knutson	$65,000	$140,631	0	$205,631
Joyce Lee	$53,000	$140,631	0	$193,631
Perry Premdas	$56,000	$140,631	0	$196,631
John Televantos	$83,500	$140,631	0	$224,131
Matthew Wineinger	$64,000	$140,631	0	$204,631

(1)

On February 11, 2021, each director, other than Mr. Harris and Ms. Fish (who was not yet a director), was granted 590 Time-Based Restricted Shares and 2,124 Stock Options. The Time-Based Restricted Shares cliff vest after three years. The grant date fair value per share of each share of restricted stock was $119.13. The Stock Options have a strike price of $119.13 per share and expire on February 11, 2031.

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The following table shows the aggregate number of Stock Options and ~~directors and holders~~stock awards outstanding for each outside director as of ~~more than 10%~~December 31, 2021:

Name	Aggregate Stock Options Outstanding as of 12/31/2021	Aggregate Stock Awards Outstanding as of 12/31/2021
David Fischer	12,040	2,820
Kathleen Fish	0	0
Daniel Knutson	12,040	2,820
Perry Premdas	12,040	2,820
Joyce Lee	5,070	1,197
John Televantos	12,040	2,820
Matthew Wineinger	12,040	2,820

Under the Time-Based Restricted Shares grant agreements, restricted shares vest in full, three years from grant, or upon an earlier change of control of the ~~Company’s Common Stock timely complied with Section 16(a) filing date requirements with respect to transactions during such year.~~

~~Compensation Committee Interlocks and Insider Participation~~

~~Messrs. Fischer and McMillan and Dr. Televantos, each of whom~~Company, provided the director is a director of the Company on that date. The Time-Based Restricted Shares will also vest in full upon the director’s death.

In the event of the director’s major disability or the director’s resignation due to a conflict of interest or serious illness, the number of Time-Based Restricted Shares that vest equals the product of:

(A)	1/36 of the total number of Time-Based Restricted Shares subject to the applicable grant; and

(B)	the number of full months that the director has served on the Board from the date of the grant to the date of the director’s retirement or resignation, as applicable; and all Restricted Shares not so vested shall be immediately forfeited.

Under the Stock Option grant agreements, the Stock Options 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, or upon an earlier change of control of the Company, provided the director is a director of the Company on that date. The Stock Options will also become fully exercisable in full upon the director’s death.

In the event of the director’s major disability or the director’s resignation from the Board of Directors due to a conflict of interest or serious illness, the options continue to vest and become exercisable in accordance with the applicable vesting schedule.

If a director voluntarily retires:

(1)	in accordance with the Director Retirement Policy discussed above and the combination of the Director’s age and years of service as a member of the Board is equal to or greater than 75; or

(2)

prior to the conclusion of his or her term in which he or she reaches the age of 70 and the combination of the Director’s age and years of service as a member of the Board is equal to or greater than 75 and he/she has given the Company one (1) year’s prior written notice to the Company of his/her intention to retire;

then:

(A)	all Stock Options shall continue to vest and become exercisable in accordance with their original vesting schedule; and

(B)	All Time-Based Restricted Shares shall continue to vest in accordance with their original vesting schedule.

The Company does not pay any other direct or indirect compensation to directors.

The Company has a Stock Ownership Policy that applies to directors. See “Stock Ownership Requirements; Trading Limitations.”

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Meeting Attendance

During 2021: (i) the Board held five meetings; (ii) the Audit Committee held six meetings; (iii) the Compensation Committee held three meetings; (iv) the Governance Committee held three meetings; and (v) the Executive Committee did not meet. All directors attended all of the meetings of the Board held when they were directors and all of the meetings of those Committees of the Board on which they served.

Nominations of Directors

The Governance Committee considers recommending that the Board re-nominate incumbent directors who continue to satisfy the Company’s criteria for membership on the Board, particularly whether the director will continue to make meaningful contributions to the Board. When vacancies occur on the Board, the Governance Committee will solicit recommendations from Board members, members of management and others likely to be familiar with qualified candidates.

The Governance Committee typically engages a professional search firm to assist in identifying qualified candidates. The Company may also consider candidates recommended by one or more substantial, long-term stockholders. Generally, stockholders that individually or as a group hold 5% or more of our Common Stock for more than one year will be considered substantial, long-term stockholders. To be considered by the Governance Committee, the nomination must comply with Article II, Section 6 of our Bylaws and be properly submitted to the Secretary of the Company by the deadline for including stockholder proposals as set forth below in “Shareholder Proposals for 2023 Annual Meeting of Stockholders.” Shareholder nominations that comply with these procedures and meet the criteria outlined above and in our Bylaws will receive the same consideration that other candidates.

The Governance Committee considers the following criteria when evaluating candidates:

(1)	have experience and skills in areas critical to understanding the Company and its business;

(2)	possess certain personal characteristics, such as integrity and judgment;

(3)	have a diverse background of experience and perspectives (including business experience, geographic origin, age, gender, and ethnicity); and

(4)	have sufficient ability to commit the necessary time and effort required to serve on the Board.

Members of the Governance Committee (and/or the Board) also meet personally with each candidate to evaluate the candidate’s ability to work effectively with other members of the ~~Compensation Committee during 2015. None~~Board, while also exercising independent judgment.

The Board believes that diversity within a Board promotes the inclusion of ~~Messrs. Fischer or McMillan or Dr. Televantos (i) was, during~~different perspectives and ideas and ensures that the ~~last completed fiscal year,~~Company benefits from all available talent. Therefore, the Board evaluates each candidate in the context of the Board as a whole, with the objective of recommending an ~~officer or employee~~individual that can best contribute to perpetuate the success of the Company ~~(ii) was formerly an officer~~and represent stockholder interests through the exercise of ~~the Company or (iii) had any relationship requiring disclosure by the Company under Item 404~~sound judgment based upon a diversity of ~~Regulation S-K under the Securities Act of 1933, as amended. During 2015, there were no interlocking relationships between the Company’s~~background, experience and perspectives.

1127

~~Board of Directors or Compensation Committee, or the board of directors or compensation committee of any other company that are required to be disclosed under Item 407 of Regulation S-K.~~

~~Compensation Committee and Processes~~

During the fiscal year ended December 31, 2015, our Compensation Committee held primary responsibility for determining executive compensation levels. The Compensation Committee is composed of three independent directors. The Compensation Committee solicits, receives and analyzes compensation recommendations from Company management and consultants to determine each facet of the compensation for our executive officers. The Compensation Committee also administers our 1999 Stock Plan. The Compensation Committee solicits input from our CEO with respect to the performance of our executive officers and their compensation levels no less than once per calendar year, usually in the first quarter.

The members of our Compensation Committee have extensive and varied experience with various public and private corporations - as investors and stockholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. In addition to the extensive experience and expertise of the Compensation Committee’s members and their familiarity with the Company’s performance and the performance of our executive officers, the Compensation Committee is able to draw on the experience of other directors and on various legal and accounting executives employed by the Company, and the Compensation Committee has access to readily available public information regarding executive compensation structure and the establishment of appropriate compensation levels.

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~~EXECUTIVE COMPENSATION~~

This Compensation Discussion and Analysis (“CD~~&A”~~&A”) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee ~~(the “Compensation Committee”) of the Board of Directors~~ has made under those programs and the factors considered in making those decisions. This CD&A focuses on the compensation of our ~~named~~NEOs.

Named Executive Officers

Our NEOs for 2021 are the following individuals:

Theodore “Ted” Harris, age 57, Mr. Harris’ background is described above under the caption “Continuing Directors’ Biographical Information”.

Martin Bengtsson, age 45, is the Company’s Chief Financial Officer. He joined the Company in February 2019. He served as Vice President and Chief Financial Officer for the Performance Materials and Technologies business unit of Honeywell International Inc. (“Honeywell”), a diversified technology and manufacturing company, from April 2018 until January 2019. Prior to that, Mr. Bengtsson was Vice President and Chief Financial Officer for the following Honeywell business units: (i) Advanced Materials’ (August 2016 – April 2018), (ii) Specialty Products (March 2016 – August 2016), and (iii) Fluorine Products’ April 2014 – February 2016). Prior to these roles, Mr. Bengtsson held a number of positions in Honeywell’s accounting and finance unit, each with increasing responsibility, including Vice President, Global Controller for the Performance Materials and Technologies business unit from October 2011 until March 2014 and as Vice President, Finance – Group Corporate Audit from February 2009 until September 2011.

James “Jim” Hyde, age 62, has been the Company’s Senior Vice President and General Manager of Human Nutrition & Health segment since January 9, 2020. Prior to that, Mr. Hyde was the Vice President and General Manager of Balchem’s Human Nutrition and Pharma business from February 1, 2016 to January 2020. At the time Balchem acquired Albion International, Inc. (now Albion Laboratories, Inc.) in February 2016, Mr. Hyde was chief executive ~~officers~~officer of Albion, having served in such position since January 2001. Mr. Hyde received his juris doctorate in 1986 from the University of Utah and practiced commercial law in both private firm and in-house positions until becoming Albion’s CEO. Mr. Hyde is active in the human nutrition industry having served as a board member or officer of The Council for Responsible Nutrition, the leading U.S. trade association for dietary supplements (“~~NEOs”~~CRN”) from 2012 to 2020; specifically, Mr. Hyde served as CRN Chairman of the Board from 2017-2018.

Martin Reid, age 55, has been Chief Supply Chain Officer since February, 2021. Prior to joining Balchem, Martin was Chief Supply Chain Officer for Godiva Chocolate. He has over 30 years of manufacturing operations and supply chain experience with increasing responsibilities with companies such as Procter & Gamble, Covidien (now Medtronics), Campbell Soup, and Estee Lauder Companies.

Mark Stach, age 60, has been General Counsel and Secretary since September 2017. He was Assistant General Counsel of the Company from October 2015 ~~which group included all~~until September 2017. Prior to that he was in private practice and was Assistant General Counsel for Ashland Global Holdings Inc. (formerly, Ashland Inc.) (NYSE), where he was lead counsel and member of ~~our executive officers~~the leadership teams for ~~2015. Because~~two of Ashland’s business units and supervised the commercial, global trade compliance and intellectual property functions within Ashland’s Law Department.

William Backus, age 56, has been the Company’s Chief Accounting Officer since October 2017. Prior to that, Mr. ~~Rossi~~Backus was ~~an NEO for a portion~~the Company’s Chief Financial Officer and Treasurer from June 2014 to October 2017 and as interim Chief Financial Officer from October 2018 to February 2019. He was Chief Accounting Officer and Assistant Treasurer of ~~2015, we have included him throughout this CD&A.~~the Company from June 2011 to June 2014 and was Controller of the Company from January 2006 to June 2011.

~~General~~ Compensation Objectives and ~~Guidelines~~Philosophy

~~The Company’s overall compensation philosophy has been~~At Balchem, we strive to attract and retain key executives who will consistently deliver short- and long-term value to our stockholders through the realization of our specific business objectives. These include consistent, sustained growth in earnings, cash flow and return on investments. We seek to offer competitive salaries, cash incentives, equity awards and benefit plans consistent with peer entities, while also considering the Company’s financial performance. Rewarding key employees who contribute to the continued success of the Company through cash compensation and equity participation are key elements of the Company’s compensation policy.

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The Company’s executive compensation policy is designed to ~~attract and retain key executives necessary for the Company’s short and long-term success by establishing~~establish a direct link between executive compensation and the performance of the Company by rewarding individual ~~initiative~~results and the achievement of annual corporate goals through salary and cash bonus awards, and ~~by providing~~to provide equity awards ~~wherein~~to incentivize executives ~~are incentivized~~ to generate enhanced stockholder value. ~~To effectuate~~

Consistent with this philosophy, the Compensation Committee favors a “pay for performance” approach. As a result, our compensation program contains a mix of stable and ~~at risk~~at-risk compensation components, where a significant percentage of executive compensation is variable and tied to ~~individual and~~ corporate performance.

What We DO and DO NOT DO

	We DO			We DO NOT
	We target total direct compensation for our NEOs generally at the 50th percentile as part of our annual benchmarking process against a similarly sized peer group.			Allow hedging or pledging of Company securities for any employee (including our NEOs) or director.
	Pay for performance and, accordingly, a significant portion of each NEO’s total compensation opportunity is “at risk” and dependent upon achievement of specific corporate and individual performance goals, resulting in lesser emphasis on fixed base salary.			Encourage unnecessary or excessive risk-taking as a result of our compensation policies and practices.
	Base our short-term incentive plan on explicit and quantifiable Corporate and business segment financial performance metrics.			Have employment agreements with any of our NEOs other than as described below (see Page 35).
	Complement our annual compensation to each NEO with time-based and performance-based multi-year vesting schedules and performance cycles for equity incentive awards.			Provide a defined benefit pension plan for our NEOs.
	Annual base salary adjustments are based, primarily, on prior-year individual performance.			Provide for “gross ups” for excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of Internal Revenue Code of 1986, as amended (the “Code”).
	Maintain a claw-back policy pursuant to which the Company can seek reimbursement of either cash or equity-based incentive compensation in the event of a financial restatement.			Except as may be provided for from time-to-time under employment agreements, provide for single-trigger vesting acceleration upon a change in control of the Company. There are currently no outstanding awards that provide for single-trigger vesting.
	Maintain a Compensation Committee, which is comprised solely of independent directors.			Allow: (i) any repricing of Stock Options (as defined below)/Stock Appreciation Rights (“SARs”) without stockholder approval or (ii) for the unlimited transferability of awards.
	Have stock ownership guidelines for our executives and non-employee directors.
	Under the 2017 Plan (as defined below), all awards have minimum and maximum limits.
	Ensure that a significant portion of our non-employee director compensation consists of long-term equity awards.
	Consult with outside experts to determine the overall competitiveness of the Company’s executive compensation program.

Consideration of 2021 Stockholder Advisory Vote on Executive Compensation

At our ~~Annual Meeting~~2021 annual meeting of ~~Stockholders in 2015, amongst other proposals,~~stockholders, our stockholders ~~overwhelmingly approved (on a non-binding basis)~~once again expressed support for our compensation programs and the compensation of our NEOs, with an approval rate of 96% of votes cast “for” our management “Say on Pay” resolution. The Compensation Committee carefully evaluated the results of the 2021 “Say on Pay” vote and made no significant changes to the overall design of our compensation program ~~for the Named Executive Officers as was presented in the 2015 Proxy Statement. As stated in our 2015 Proxy Statement, we~~during

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2021. The Company communicates regularly with stockholders on various matters, including executive compensation, and seeks to incorporate stockholder input into its executive compensation practices. The Compensation Committee will continue to ~~hold annual non-binding votes~~consider stockholder feedback and evolving best practices in making compensation decisions in future years and will continuously endeavor to ensure that management’s interests are aligned with those of our stockholders ~~regarding~~and support long-term value creation.

Awards Under Incentive Plan

In addition, also driven in part by stockholder input and our continuing efforts to implement best practices in executive compensation, the ~~approval~~following features are included in the Company’s 2017 Omnibus Incentive Plan (the “2017 Plan”):

Limitation on Shares: The maximum number of shares which may be issued under the 2017 Plan is 1,600,000 shares;

No Repricing of Stock Options or SARs: No repricing, amendment or exchange of outstanding Stock Options/SARs is allowed without stockholder approval;

No Discounted Awards: The exercise price per share of stock under a Stock Option SAR award must be not less than the fair market value of our Common Stock on the date of grant;

Minimum Vesting: Except for 5% of the shares authorized for grant under the 2017 Plan, awards (other than cash performance awards) are generally subject to a minimum vesting period of one year;

Dividends or Dividend Equivalents: Dividends or dividend equivalents otherwise payable on an unvested award will accrue and be paid only when the vesting conditions applicable to the underlying award have been satisfied;

No “Liberal” Share Recycling: Recycling of shares used to satisfy the exercise price or taxes for any awards is prohibited;

No “Liberal” Change-in-Control: The consummation of a merger or similar transaction and a minimum acquisition of 50% of the outstanding shares is required before a change-in-control occurs;

No Automatic “Single-Trigger” Vesting on Change-in-Control: There is no automatic acceleration of any outstanding awards upon the occurrence of a change-in-control;

Limitations on Awards to Non-Employee Directors: In the case of awards to non-employee directors, the maximum amount or value that may be granted in any calendar year (inclusive of cash compensation) may not exceed $800,000;

Compensation Recovery: In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws, the Compensation Committee would have the discretion to require reimbursement or forfeiture of certain excess performance-based awards received by certain executive ~~compensation program.~~officers of the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement; and

Section 162(m): Awards may (but need not) be structured to qualify as “performance based” under Section 162(m) of the Code.

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Full Year 2021 Financial Summary

Compensation Committee Methodology

NEOs Other than the CEO:

The CEO recommends to the Compensation Committee the amount of total annual compensation for each of the other ~~Named Executive Officers.~~ NEOs.

The CEO completes an annual performance assessment for each of the other ~~Named Executive Officers,~~NEOs, which is reviewed and considered by the Compensation ~~Committee in its deliberations of compensation amounts.~~ Committee.

The CEO:

The Compensation Committee conducts an annual performance appraisal of the CEO ~~based on~~using evaluation information solicited from each ~~of the~~ independent ~~members of the~~ Board ~~of Directors,~~member and recommends to the Board ~~of Directors~~ the annual compensation package for the CEO.

In determining the compensation of the Company’s ~~Named Executive Officers~~NEOs for ~~2015, including the compensation of the CEO,~~2021, the Compensation Committee considered ~~a number of~~many quantitative and qualitative performance ~~factors. The Compensation Committee’s considerations consisted of, but were not limited to, analysis of~~factors, including the ~~following factors:~~ financial performance of the Company, ~~including~~ return on equity, cash flow, return on assets, growth, ~~of the Company,~~ management of assets, liabilities, capital, liquidity and risk. The Compensation Committee also considered intangible factors such as the scope of responsibility of the NEO leadership within the Company, the community, the applicable industries in which the Company operates and the enhancement of stockholder value.

When establishing performance criteria for each of the NEOs and for the management team as a group, the Compensation Committee endeavors to balance short-term and long-term performance of the Company and cumulative shareholder value when establishing performance criteria for each of the Named Executive Officers and for the management team as a group. In formulating total compensation, the Compensation Committee also considers intangible factors such as: the scope of responsibility of the executive; leadership within the Company, the community and the applicable industries in which the Company engages; and the enhancement of shareholderstockholder value.

All ~~of these~~ factors are considered in the context of the market for ~~the Company’s~~Balchem’s products and services, and the complexity and difficulty of managing business risks in the prevailing economic conditions and regulatory environment. ~~The analysis is conducted with respect to each of the Named Executive Officers, including the CEO.~~

The Compensation Committee believes that the total compensation provided to the ~~Company’s Named Executive Officers~~NEOs is competitive and has been demonstrated as effective. Details regarding the NEO compensation ~~of each of the Named Executive Officers~~ are set forth in the tables that follow.

Compensation Consultants

The Compensation Committee has authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input concerning compensation matters, and to delegate any of its responsibilities to one or more directors or members of management, where it deems such delegation appropriate and permitted under applicable law.

~~In 2014,~~To better understand the compensation practices of similar companies, the Compensation Committee retained Towers Watson to provide survey data and advice on market trends in executive compensation. This work enabled the Compensation Committee to: (1) confirm that the Company’s executive compensation program is competitive, and (2) discuss alternative program designs. With respect to the engagement of Towers Watson, the Compensation Committee considered each of the six independence factors adopted by the SEC and NASDAQ under Exchange Act Rule 10C-1 and concluded that Towers Watson was independent and that its services to the Compensation Committee did not raise any conflict of interest. Towers Watson’s work in 2014 focused on an analysis of the overall competitiveness of our executive compensation program. In prior years, we have reviewed compensation data for an industry peer group, but in 2014 the Compensation Committee reviewed only published compensation survey data.

Towers Watson’s 2014 benchmarking of our compensation program related to the following pay elements: base salary, annual incentives, total cash compensation, equity-based compensation, and total direct compensation. Benchmarking data was compiled from general industry data from Towers Watson’s Top Management Compensation Survey, which was adjusted to our revenue size. The Company believes that the survey data is representative for executive compensation benchmarking purposes. As a general rule, from time to time, wereviews data gathered from a custom peer group. The peer group used for benchmarking in 2021 was identified by Mercer in 2018. Peer group information serves as the primary reference point for the Compensation Committee with Mercer market survey data used as a secondary reference.

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2021 Peer Group Companies

The following companies comprised our peer group for 2021:

American Vanguard Corp.	H.B. Fuller Company	Lancaster Colony Corp.	Quaker Chemical Corp.
Chase Corporation	Hain Celestial Group	Kraton Corporation	Sensient Technologies
Ferro Corporation	Ingevity Corporation	Minerals Technologies	Stepan Company
FMC Corporation	Innospec Inc. Corp	NewMarket Corporation	Tootsie Roll Industries, Inc.
FutureFuel Corporation	J&J Snack Food Corp.	Phibro Animal Health Corp.	W.R. Grace & Co.

This peer group was developed based on comparability to the Company in terms of industry and size, with data gathered from peer group proxy statements. We intend to continue to retain outside compensation consultants that will provide benchmarking ~~data,~~data. Based on input from Mercer, the peer group was refreshed in December 2021 and a new group of peers, which includes many of the companies identified above plus certain new peers, will ~~continue to include published survey data and may include “peer group” data.~~

In 2014, the Compensation Committee also retained the Mercer Group, Inc. to review and provide consulting expertise regarding the Company’s Long Term Compensation Program. Recommendations resulting from the 2014 Mercer Group work on the Company’s Long Term Compensation Program (the “LTCP”) were implementedbe used for benchmarking purposes in ~~2015 and are discussed in the section below entitled “Equity Based Compensation”.~~

2022.

Benchmarks

While compensation survey data and benchmarking are useful guides for comparative purposes, we believe that a successful compensation program also requires the application of judgment and subjective determinations, particularly with respect to individual performance. Accordingly, our Compensation Committee applies its judgment to adjust and align each individual element of our compensation program with the broader objectives of the program. For example, we consider other factors, including, but not limited to, the Company’s historical compensation trends; recommendations of the CEO; the performance of the Company, its operating units and their respective executives; market factors such as the health of the economy and of the industries served by the Company; the availability of executive talent; executives’ length of service; and internal assessments and recommendations regarding particular executives. The compensation survey analysis for 2014 was not aimed at establishing exact benchmarks for our compensation program, but rather to provide a point of reference and a “reality check” to obtain a general understanding of the current compensation levels of companies of approximately our size in industries in which we operate.

The results of the analysis of the compensation survey, as well as the other sources consulted, showed that the Company’s executive base compensation is below the market median, and the Company’s total compensation levels are consistent with the market median compensation levels giving consideration to equity awards and at-risk/performance compensation. In addition, Towers Watson’s assessment confirmed that the relationship of the total compensation of the Chief Executive Officer and the Named Executive Officers is within standards identified by prominent proxy advisors and credit organizations as appropriate.

Base Salary

Base salary ~~represents~~is the fixed component of ~~the executive compensation program. The base annual salaries we provide to our executive officers are intended as compensation for~~pay based on each ~~executive officer’s ongoing contributions~~

~~to the~~NEO’s job responsibilities, performance ~~of the area(s) for which they are responsible. Base salary also impacts annual~~and competitive benchmark data. Annual incentive cash ~~bonus amounts~~bonuses and ~~long term~~long-term compensation ~~because they~~also are based on a percentage of base salary.

~~In keeping with our compensation philosophy to~~To ensure we attract and retain ~~individuals of high quality, executive officer~~the leadership talent required to successfully lead the Company, NEO base salaries ~~have been set~~are targeted to be competitive with base ~~salaries~~salary compensation paid to ~~executive officers of comparable companies as referenced above. The~~peer group NEOs and other relevant external benchmarks derived from established market survey information.

In establishing NEO base salaries, the Compensation Committee also considers:

experience and industry ~~knowledge of the Named Executive Officers;~~ knowledge;

the quality and effectiveness of their ~~leadership at the Company;~~ leadership;

performance relative to total compensation;

internal pay equity among the ~~Named Executive Officers~~NEOs and other Company senior executives;

historical considerations; ~~company strategy;~~

retention ~~factors~~factors; and

input from our CEO regarding individual performance.

~~The~~NEO base ~~annual salary levels of each of our executive officers~~salaries are reviewed annually and may be adjusted ~~from time to time~~ to recognize individual performance, promotions, competitive compensation levels, retention requirements, internal pay equity, overall budgetary considerations and other qualitative factors. As shown below in “Executive Compensation - Summary Compensation Table,” in 2015, the Compensation Committee increased the base salaries of the Named Executive Officers as a result of overall Company and individual performance in 2014.

Cash Based Incentives – Incentive Compensation Plan

~~Bonuses represent~~Balchem’s Incentive Compensation Plan (“ICP”) represents a variable, at-risk, cash-based component of ~~the executive compensation program that is tied to both Company performance and individual achievement.~~each NEO’s compensation. The Company’s policy is to base a meaningful portion of ~~its executive officers’~~NEO cash compensation on ~~bonus opportunities. In determining bonuses, the~~variable incentive opportunities that drives year-over-year financial performance to align NEO compensation opportunities directly with Company ~~considers factors such~~financial performance.

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ICP awards are based on two financial metrics:

Company Adjusted EBITDA (defined as ~~the individual’s contribution to the Company’s performance and the relative performance of the Company during the year.~~

At the end of each calendar year, the Compensation Committee of the Board of Directors approves an Incentive Compensation Program for the succeeding calendar year (the “ICP”). The ICP provides for the awarding of cash bonus compensation to executive officers and certain other employees, based upon objective levels of achievement of specific goals established for the particular officer or employee, and for the weighting of those goals to determine the amount of the bonus. The goals require an individual to stretch beyond his or her defined job description responsibilities.

The process of establishing applicable goals requires a well-defined annual business plan and targets defined therein from which most ICP goals are measured. Our annual business plan evolves from our corporate strategic plan and is approved by the Board of Directors each December for the following fiscal year. Individual goals under the ICP are a composite of certain corporate goals and key segment/individual objectives; however, no bonuses, cash or otherwise, are required to be paid under the ICP unless the Company attains at least 90% of a target minimum consolidated earnings before interest, other expense/income, taxes, depreciation, amortization, stock-based compensation, acquisition-related expenses and ~~amortization (“EBITDA”). The Compensation Committee established such target level~~legal settlements, and the fair valuation of ~~EBITDA for the 2015 calendar year~~acquired inventory); and,

Free Cash Flow (defined as ~~part of the approval of the ICP for that year, based, amongst other things, upon the Company’s preliminary results of operations for the 2014~~ operating cash flow minus capital expenditures). The Company’s 2015 target EBITDA was set at $151,600,000. In addition, notwithstanding the general requirement that 90% of a target minimum EBITDA must be attained for any bonuses to be paid under the ICP,

Unless the Compensation Committee in its discretion ~~set~~determines otherwise, no ICP awards are payable unless the ~~target~~Company attains the Compensation Committee-approved threshold minimum ~~level at which any bonuses would~~of Adjusted EBITDA.

Adjusted EBITDA and Free Cash Flow are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). The Company believes that the use of these measures in the executive compensation context is helpful in evaluating and comparing our past financial performance with our future results.

These non-GAAP financial measures should not be ~~paid under~~considered a substitute for, or superior to, financial measures calculated in accordance with GAAP; however, the ~~ICP at 95% for 2015.~~

~~In addition to the EBITDA target goal, each ICP participant typically has 4-6 ICP goals, each of which constitutes a portion~~Company believes that they provide useful information about certain of the ~~individual’s target~~Company’s core operating results and thus are appropriate to enhance the overall understanding of the Company’s past financial performance and its prospects for the future in the context of evaluating the performance of our executive officers.

The Compensation Committee may also approve at its discretion ICP ~~bonus.~~ or discretionary cash-based awards at other times during the year in connection with new appointments or promotions. Our Compensation Committee does not time the issuance of incentive awards around our release of undisclosed material information.

ICP target ~~bonuses~~amounts for each NEO are ~~based upon~~expressed as a percentage of ~~each executive officer’s~~actual base ~~yearly salary. The~~salary earned during the applicable calendar year. For 2021, NEO ICP target bonus for Mr. Harris is 100% of his annual base salary; for Mr. Backus, 40% of his annual base salary; for Mr. Fitzpatrick, 45% of his annual base salary; for Mr. Ludwig, 35% of his annual base salary; for Mr. Houston, 25% of his annual base salary; and for Mr. Rossi Prior to his retirement, 100% of his annual base salary. These percentages were selected becausetargets were:

	NEO			ICP Target as a Percent of Base Salary
	Ted Harris			100%
	Martin Bengtsson			60%
	Jim Hyde			45%
	Martin Reid			45%
	Mark Stach			45%
	William Backus			45%

For the 2021 plan year, the Compensation Committee ~~believes~~established the Adjusted EBITDA and Free Cash Flow performance weighting and metrics as follows:

Metric	Weighting	Threshold	Target	Stretch	Maximum
Adjusted EBITDA	70%	$174.2	$178.0	$186.9	$195.8
Free Cash Flow	30%	$93.4	$103.7	108.9	$114.1

2021 ICP Discussion

On February 8, 2022, the Compensation Committee, following its review of the Company’s 2021 financial results, noted that ~~they are consistent with~~ the ~~custom~~Company had achieved the following results:

Metric	2021 Result	Actual vs. Target	Payout Percentage
Adjusted EBITDA	$189.8 million	106.7%	153.4%
Free Cash Flow	$124.4 million	119.9%	200.0%

Based on the resulting Adjusted EBITDA and ~~practice~~Free Cash Flow results, the Compensation Committee, approved the aggregate ICP payout level at 167.4% of ~~industry peers and are appropriate to attract and retain executive talent.~~ target.

The Compensation Committee may in its discretion approve ~~cash based~~cash-based bonuses when ICP goals are not met, if it believes there has nevertheless been exceptional segment or individual performance.

For additional detail on the ICP, see “Summary Compensation Table – Non-Equity Incentive Plan Compensation.”

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~~2015 ICP Discussion~~

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee determined that the Company, in 2015, achieved EBITDA of $135,512,000, which is approximately 92.5%, less than the 95% of the 2015 minimum EBITDA target necessary for the payment of ICP bonuses as stated above, in the section entitled, “Cash Based Incentives.” Acknowledging management’s dedication to the long-term success of the Company and after significant consideration of the Company’s 2015 performance in light of difficult prevailing economic factors impacting the Company’s performance, the Compensation Committee determined that awarding some level of cash bonuses for fiscal 2015 was appropriate. The Compensation Committee cited the following, in support of its decision to grant discretionary cash bonuses: (1) the economic down turn in the global oil and gas industry disproportionately affecting a single business segment of the Company, while the remaining business segments performed well; (2) the Company’s stock remaining strong versus peer companies; and (3) Company EBITDA growth of 16% over 2014 EBITDA.

~~The following table sets forth the target ICP bonus for each of the named NEOs for 2015, together with the 2015 discretionary cash bonus actually awarded.~~

NEO 2015 Target Bonus
2015 Discretionary
Bonus

Ted Harris $ 400,000 $ 250,000
Bill Backus $ 110,880 $ 75,000
Frank Fitzpatrick $ 129,600 $ 83,500
Dave Ludwig $ 88,538 $ 50,000
Matthew Houston $ 55,000 $ 33,500

Equity Based Compensation – Long-Term Incentive Program (“LTIP”)

~~The Compensation Committee believes that one important goal of the executive compensation program should be to provide executives, key employees — who~~Our NEOs have significant responsibility for the management, growth and ~~future~~long-term success of the ~~Company, and directors — with an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the~~ Company. The goal of this approach is that the interests of the stockholders, executives, employees and directors will be closely aligned. We believe that equity awards provide a strong alignment between the interests of our executives, including the NEOs, and our stockholders. The Equity Compensation Program, or LTCP, is a complementary compensation program to the ICP and accordingly,Consequently, the Compensation Committee ~~seeks to provide motivation to our executives through the use~~believes that a significant portion of their compensation be a variable, at-risk equity ~~awards consistent~~component that is aligned with the ~~reasonable management~~creation over time of ~~the Company's overall equity compensation expense~~value for stockholders and ~~stockholder dilution. The Compensation Committee grants equity awards to our executives, including the NEOs, in the first quarter of each fiscal year, as a reward for past corporate~~stakeholders while supporting critical retention and individual performance, as an incentive for future performance, and as a retention tool. Historically, our executive equity awards consisted entirely of stock options and restricted stock awards. Based upon certain 2014 recommendations presented by the Mercer Group, the Compensation Committee, in 2015, elected to modify the LTCP and replaced restricted share grants with performance-based share grants as discussed in the section below, entitled, “LTCP Process.”key leadership development efforts.

~~LTCP Process~~

LTIP Awards

The Compensation Committee establishes each ~~LTCP participant’s~~NEO’s “Target Equity ~~Value”,~~Multiplier,” which is multiplied by the NEOs’ base salary to determine the “Target Equity Value” and expressed as the dollar ~~amount of equity the executive can earn upon attainment~~value of the ICP goals at target level performance. The Compensation Committee, having reviewed the “peer group” data, has established “Target Equity Multipliers” (as a percentage of base salary) as set forth below with respect to the positions to which each Target Equity Multiplier corresponds.LTIP award. The Target Equity Multiplier for each NEO is ~~based upon the Equity Award Level determined by the Compensation Committee, which is related to the individual participant’s position in the Company.~~

shown below:

~~Executive~~	NEO		Target Equity ~~Multipliers~~Multiplier (of Base Salary)
~~President & CEO (Theodore L. Harris)~~	Ted Harris	~~1.50~~	2.75
~~CFO (William A. Backus)~~	Martin Bengtsson	~~1.00~~	1.50
~~VP Administration (Frank J. Fitzpatrick)~~	Jim Hyde	~~1.00~~	1.00
~~VP/GM Specialty Products (David F. Ludwig)~~	Martin Reid	~~1.00~~	1.00
~~General Counsel & Secretary (Matthew D. Houston)~~	Mark Stach	~~1.00~~	1.00
	William Backus		1.00

The applicable Target Equity Multiplier is multiplied by the respective individual LTCP participant’s annual base salary to arrive at the Target Equity, which is subject to grant pursuant to this LTCP. The Target Equity ~~in dollars,~~Value is then converted into equity awards based upon the fair value ~~of the Company’s common stock~~ on the date ~~of grant under this LTCP,~~LTIP awards are granted, usually in February ~~or March~~ of each calendar ~~year.~~year, as computed in accordance with FASB Accounting Standards Codification 718. Accordingly, the Target Equity Values for 2021 were established in late 2020.

Although the Compensation Committee approves the LTIP equity in this time frame, it also reviews competitive market data for NEOs from time to time. In 2021, the Compensation Committee increased the LTIP targets for Mr. Harris and Mr. Bengtsson to 275% and 150% of base salary, respectively, in recognition of their outstanding contributions to the Company’s performance and to align both Mr. Harris’ and Mr. Bengtsson’s long-term equity compensation with the applicable peer group median.

The Compensation Committee may grant LTIP awards at other times during the year because of new appointments, promotions or other special circumstances. Our Compensation Committee does not time the grants of incentive awards around our release of undisclosed material information. The Compensation Committee may in its discretion ~~make adjustments to~~adjust individual grants based upon individual performance.

The Target Equity ~~will then be~~Value is granted through a mix of stock options (“Stock Options”), time-based restricted shares (“Time-Based Restricted Shares”) and Performance Shares (as defined below) as follows:

25% of the 2021 Target Equity Value is awarded as Stock Options with an exercise price equal to the ~~participant~~fair market value of our Common Stock on the date of grant. Stock Options have a ten-year term and vest 20% after Year 1, 40% after Year 2 and 40% after Year 3.

25% of the 2021 Target Equity Value is awarded as Time-Based Restricted Shares which are granted at the fair market value of our Common Stock on the date of grant and cliff vest three (3) years from said date.

25% of the 2021 Target Equity Value is awarded as EBITDA performance shares (“EBITDA Performance Shares”). The number of EBITDA Performance Shares that will vest (or not vest) is based upon the attainment of a pre-determined Company EBITDA performance target over the three (3) fiscal years beginning with the fiscal year in which the ~~combination~~grant was made (“Performance Period”). The EBITDA Performance Shares will vest (or not vest) at the end of ~~(1) options~~the Performance Period.

25% of the 2021 Target Equity Value is awarded as Total Shareholder Return performance shares (the “TSR Performance Shares” and collectively with the EBITDA Performance Shares, the “Performance Shares”). The number of TSR Performance Shares that will vest (or not vest) is based upon the relative Company TSR vs. the Russell 2000 Index over the three (3) fiscal years beginning with Performance Period.

The 2021-2023 Performance Period will conclude at the end of fiscal 2023 and the awards will pay out, to ~~purchase~~the extent earned, in shares of common stock ~~and (2) performance shares, as follows:~~in February 2024.

50% of the Target Equity awarded each participant will be in options to purchase the Company’s common stock. Stock options vest incrementally over three years: 20% on the first anniversary of the grant date; 40% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date. These options expire ten years after grant. Stock options will be granted pursuant to the terms and conditions of the Company’s stock option agreement.

50% of the Target Equity granted each participant will be granted in performance shares. These granted performance shares will be split equally into performance shares based upon different performance metrics, as follows:

25% of the performance shares granted will be based upon a pre-determined Company EBITDA performance target over the following three (3) years after grant and will cliff vest three (3) years from date of grant. At vesting, the grantee will earn Company common stock as follows:

~~Performance Level~~	~~% of EBITDA Performance~~	~~Stock Granted as a % of~~ ~~Target~~
~~Maximum~~	~~130 % of target~~	~~200%~~
~~Target~~	~~100% of target~~	~~100%~~
~~Threshold~~	~~80% of target~~	~~50%~~
~~Below Threshold~~	~~<80% of target~~	0%

25% of the performance shares granted will be based upon total shareholder return (TSR) v. the Russell 2000 Index over a three (3) year period. The TSR performance shares will cliff vest three (3) years from grant date with the amount of stock granted upon vesting will be as follows:

~~Performance Level~~	~~3 Year TSR Performance~~	~~Payout as a % of Target~~
~~Maximum~~	75^th ~~Percentile~~	~~200%~~
~~Target~~	50^th ~~Percentile~~	~~100%~~
~~Threshold~~	25^th ~~Percentile~~	~~50%~~
~~Below Threshold~~	~~<25~~^th ~~Percentile~~	0%

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COMPENSATION DISCUSSION AND ANALYSIS

Stock Ownership Requirements; Trading Limitations

The Company ~~issued equity awards on February 23, 2016 under the LTCP as follows in the table below~~

Name
Number of
Performance
Shares
(EBITDA) (#)⁽¹⁾

Number of
Performance
Shares
(TSR) (#)⁽¹⁾

Number of
Shares
Underlying
Options (#)⁽¹⁾

Exercise Price of
Option Awards
($/Sh)

Theodore L. Harris 3,700 3,430 24,350 $60.85
William A. Backus 1,010 940 25,170 $60.85
Frank J. Fitzpatrick 1,150 1,070 41,080 $60.85
David F. Ludwig 1,070 990 15,730 $60.85
Matthew D. Houston 900 840 8,250 $60.85

⁽¹⁾Because these equity awards were granted in 2016, the performance shares and options in this table are not included in the Summary Compensation Table below as 2015 compensation and will be included in the Summary Compensation Table in next year’s proxy statement as 2016 compensation.

~~Stock Ownership Requirements~~

~~In 2008, the Company adopted~~has formal stock ownership requirements for its directors and executive officers. ~~According to~~The requirements under the stock ownership policy directors are required to own shares of the Company’s Common Stock at least equal to five times their annual cash retainer and executive officers must own such shares as determined by a multiple of their annual base salary as follows: (1) CEO, three times; (2) Chief Financial Officer, one and one half times; and (3) Vice President/Officer, one times. are:

	Director/Officer			Ownership Requirement (Value of Common Stock)
	Directors			5x multiple annual cash retainer
	CEO			3x multiple of annual base salary
	Chief Financial Officer			1.5x multiple of annual base salary
	Vice President/Officer			1x multiple of annual base salary

Both directors and executive officers have five years ~~from the later of the date of the adoption of this policy or~~ from the date of hire or commencement of service as a director, as applicable, to attain the required level of ownership. All directors and officers are currently in compliance with this policy. The Company provides in its insider trading policy that directors and executive officers may not sell Company securities short and may not sell puts, calls or other similar derivative securities tied to our Common Stock.

Employment Agreements

The Company has employment agreements with Messrs. Harris and Hyde and has entered into ~~an employment agreement with Mr. Harris in April 2015. The Company had an employment agreement with Mr. Rossi prior to his retirement effective April 28, 2015.~~the Bengtsson Offer Letter (as defined on Page 44 below). Other than such ~~employment~~ agreements, there are no agreements or understandings between the Company and any ~~executive officer which~~NEO that guarantee continued employment or ~~guarantee~~ any level of compensation, including incentive or bonus payments. The Company does not have a written policy regarding employment agreements. There is no provision in foregoing agreements or in any employment or other arrangement with any other executive officer whereby any tax gross-up payment to cover any excise taxes on excess parachute payments will be made.

Balchem Corporation 401(k) ~~Retirement/Profit Sharing~~ Plan

~~During 2014,~~The Company sponsors the ~~Company sponsored two~~ 401(k) ~~savings plans~~Plan for eligible employees. The plans allowed participants to make pretax contributions and the Company matched certain percentages of those pretax contributions. One of the plans had a discretionary profit sharing portion. The plans were merged in January 2015. Effective January 1, 2015, the merged plan was amended to adopt a Section 401(k) safe harbor design, which means that the plan automatically complies with the nondiscrimination requirements of the Internal Revenue Code Section 401.employees, including NEOs. The Company provides a fully vested match equal to 100% ~~matching contribution on~~of participant contributions up to 6% of ~~elective deferrals that do not exceed compensation. All amounts contributed~~eligible compensation, subject to ~~the plan are deposited into~~Internal Revenue Service guidelines. The 401(k) Plan also includes a ~~trust fund administered by independent trustees.~~discretionary profit-sharing contribution.

~~The profit-sharing portion of the plan covers all active~~Active employees who have completed 1,000 hours of service, ~~as defined,~~ are 18 years of age or older, and are active employees of the Company aton December ~~31. Eligible employees~~31 are ~~enrolled in~~eligible for the profit-sharing ~~portion on the first day of the month after they become eligible to participate and the~~

~~amount of eligible compensation used by the Company is retroactive to the date of hire for eligible employees.~~contribution. The amount of the Company’s contribution to the 401(k) Plan for each ~~of the named executive offices~~NEO is shown in a footnote to the “All Other Compensation” section of the Summary Compensation Table.

Perquisites

Perquisites are granted to the ~~executive officers~~NEOs occasionally and are ~~generally de minimis and~~ not a material component of compensation.

Mr. Harris is entitled to the use of an automobile owned or leased by the Company and to be reimbursed for a specified level of premiums for life and disability insurance. He is also entitled to the use of a financial planner. The Company pays to insure and maintain Mr. Harris’ automobile, as well as reimburses Mr. Harris for auto expenses ~~to the extent~~that are related to Company business. Messrs. Backus, ~~Fitzpatrick, Ludwig~~Bengtsson, Hyde and ~~Houston~~Reid receive or received cash allowances associated with the use of their personal automobiles. Mr. Stach receives no such allowance. Perquisites for each NEO are shown in the “All Other Compensation” section of the Summary Compensation Table.

Balchem Deferred Compensation Plan

~~Prior~~Balchem offers a voluntary, non-qualified deferred compensation plan (“Deferred Compensation Plan”) for NEOs and select other executives. The Deferred Compensation Plan allows participants to ~~his retirement, Mr. Rossi was entitled~~defer up to 75% of annual base salary and up to 100% of annual ICP bonus. Compensation deferred under the ~~use of an automobile leased~~Deferred Compensation Plan is deemed invested by the participant among various mutual fund investment options. Earnings (or losses) on investments are market earnings (or losses). The Deferred Compensation Plan is not formally funded nor does the Company ~~and to~~guarantee any rate of return. The Company does not match any deferral contributions. Distributions may be ~~reimbursed for a specified level of premiums for life and disability insurance. He was also entitled to the use of a financial planner, as well as participation~~ in a ~~country club membership for corporate business. The Company paid to insure and maintain Mr. Rossi’s automobile,~~lump sum or installments as ~~well as reimbursed Mr. Rossi for auto expenses to~~determined by the ~~extent related to Company business.~~participant’s distribution election.

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COMPENSATION DISCUSSION AND ANALYSIS

Risk Considerations in ~~our~~Our Compensation Program

Our Compensation Committee has discussed the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate ~~risk taking~~risk-taking for the following reasons:

Our compensation consists of both fixed and variable components.

—	The fixed (or salary) portion of compensation is designed to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business aspects.

—	The variable portions of compensation (cash bonus and equity) are designed to reward both short- and long-term corporate performance.

○	For short-term performance, our cash bonus is awarded based primarily on corporate and business segment performance goals or targets.

○	For long-term performance, our Stock Options generally vest ratably over three years and are only valuable if our stock price increases over time. Our Time-Based Restricted Share grants and Performance Share grants generally cliff vest in three years.

The fixed (or salary) portion of compensation is designed to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business aspects. The variable (cash bonus and equity) portions of compensation are designed to reward both short and long-term corporate performance. For short-term performance, our cash bonus is awarded based on individual and corporate performance goals or targets. For long-term performance, our stock option awards generally incrementally vest over three years and are only valuable if our stock price increases over time. Our restricted stock grants generally “cliff vest” in four years. We feel that these variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results, while the fixed element is also ~~sufficiently high~~sufficient such that ~~the~~ executives are not encouraged to take unnecessary or excessive risks in doing so.

~~Because consolidated Company~~The use of Adjusted EBITDA isas the contingent factor upon which ICP cash incentive ~~and LTCP equity compensation~~ depends, ~~we believe~~encourages our executives ~~are encouraged~~ to take a balanced approach that focuses on corporate profitability, rather than other measures such as revenue targets, which may ~~incentivize~~create incentives for management to drive sales ~~levels~~ without regard to cost structure. IfNo payout is made under the ICP program if we are not sufficiently ~~profitable, there are no payouts under the ICP or the LTCP programs.~~profitable.

Our ICP and ~~LTCP~~LTIP awards are capped for each participant, which mitigates excessive ~~risk taking.~~risk-taking. Even if the Company dramatically exceeds its Adjusted EBITDA target, ~~ICP and LTCP~~the awards are limited. Conversely, there ~~are~~is no ICP or ~~LTCP awards~~LTIP award unless minimum performance levels of applicable goals are achieved.

~~We have~~Because a portion of management’s personal investment portfolio consists of the Company’s stock, we believe that the stock ownership guidelines ~~which~~ we ~~believe~~have in place provide a considerable incentive for management to consider the Company’s long-term interests ~~because a portion of~~in both their ~~personal investment portfolio consists of the Company’s stock.~~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 2021,” that we paid for the year ended December 31, 2021, to each NEO.

Name	Fixed Component of Compensation	Variable Component of Compensation
Ted Harris	19.3%	80.7%
Martin Bengtsson	30%	70%
Jim Hyde	38.5%	61.5%
Martin Reid	28%	72%
Mark Stach	35.7%	64.3%
William Backus	34.7%	65.3%

Deductibility of Executive Compensation

In accordance with Section 162(m) of the ~~Internal Revenue~~IRS Code, ~~of 1986, as amended (the “Code”),~~ the deductibility for federal corporate income tax purposes of compensation paid to certain of our individual executive officers ~~in excess of~~over $1 million in any year may be restricted. ~~The Compensation Committee considers~~Under the ~~impact~~Tax Cut and Jobs Act of 2017, the exemption for qualifying “performance based” compensation was repealed for taxable years beginning after December 31, 2017. As a result, the compensation paid to our individual executive officers (on or after January 1, 2021) in excess of $1 million is generally not deductible unless it qualifies for certain transition relief. Awards granted during taxable years beginning before January 1, 2018 were structured to qualify as “performance based” under Section 162(m).

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COMPENSATION DISCUSSION AND ANALYSIS

of the IRS Code. While the Company will monitor guidance and developments in establishing the structure, performance targets and timing of awards under the 1999 Stock Plan as well as the proportion of cash compensation attributable to base salary and performance based compensation. Although the Compensation Committee plans to evaluate and limit the impact of Section 162(m),this area, it believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, where it is deemed necessary and in the best interests of the Company to attract and retain the best possible executive talent to compete successfully and to motivate such executives to achieve the goals inherent in our business strategy, the Compensation Committee may approve compensation to executive officers which exceeds the deductibility limits or otherwise may not qualify for deductibility. In this regard, certain portions of compensation paid to the ~~Named Executive Officers~~NEOs may not be deductible for federal corporate income tax purposes under Section 162(m) of the Code.

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Compensation Committee Report

~~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 ~~of Directors~~ that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

Submitted by the Compensation Committee of the Board of Directors.

		John Y. Televantos ~~(Chairman)~~
(Chair) David Fischer Daniel Knutson Matthew Wineinger	~~David B. Fischer~~
	~~Edward L. McMillan~~

2038

~~SUMMARY COMPENSATION~~

TABLE OF CONTENTS

Summary Compensation Table

The following table sets forth the compensation earned by ~~(i)~~ our Chief Executive Officer (“Principal Executive Officer”), (ii) our Chief Financial Officer (“Principal Financial Officer”), and (iii) each of our other “Named Executive Officers” for the fiscal years ended December 31, 2015, 2014 and 2013.NEOs:

~~Summary Compensation Table~~

Name and Principal
Position
Year
Salary
($)

Stock
Awards
⁽¹⁾
($)

Option
Awards
⁽¹⁾
($)

Non-Equity
Incentive Plan
Compensation
⁽²⁾
($)

All Other
Compensation
⁽³⁾
($)

Total
($)

Dino A. Rossi 2015 $ 200,000 $ 1,082,308 $ 764,575 $ 0 $ 190,822 (a) $ 2,237,705
Chairman, (Retired 2014 $ 702,000 $ 286,690 $ 332,750 $ 827,080 $ 40,154 $ 2,188,675
President & CEO) 2013 $ 653,352 $ 229,445 $ 347,757 $ 481,519 $ 37,226 $ 1,749,298

Theodore L. Harris 2015 $ 319,617 $ 241,922 $ 124,253 $ 250,000 $ 0 $ 1,216,175
President & CEO

William A. Backus 2015 $ 246,400 $ 255,000 $ 180,070 $ 75,000 $ 26,307 (b) $ 782,778
CFO and Treasurer 2014 $ 220,000 $ 95,740 $ 170,891 $ 96,566 $ 22,735 $ 605,932
2013 $ 190,000 $ 55,316 $ 137,193 $ 58,551 $ 21,559 $ 462,619

Frank J. Fitzpatrick 2015 $ 280,000 $ 241,922 $ 124,253 $ 83,500 $ 31,831 (c) $ 761,506
Vice President 2014 $ 266,000 $ 114,087 $ 125,999 $ 132,929 $ 27,631 $ 666,646
Administration, Asst. Secretary 2013 $ 255,500 $ 96,819 $ 193,850 $ 91,808 $ 27,407 $ 665,384

David F. Ludwig 2015 $ 260,000 $ 214,646 $ 87,791 $ 50,000 $ 33,062 (d) $ 645,498
VP/GM Specialty 2014 $ 252,960 $ 85,575 $ 93,592 $ 69,796 $ 29,071 $ 530,994
Products 2013 $ 248,000 $ 78,335 $ 152,635 $ 20,582 $ 28,755 $ 528,307

Matthew D. Houston 2015 $ 222,000 $ 162,874 $ 85,077 $ 33,500 $ 29,572 (e) $ 533,023
General Counsel and 2014 $ 212,000 $ 48,793 $ 55,513 $ 74,953 $ 25,484 $ 416,743
Secretary 2013 $ 204,000 $ 36,501 $ 52,702 $ 40,877 $ 24,604 $ 358,683

Name and Principal Position	Year	Salary	Stock Awards (1)	Stock Options (1)	Non-equity Incentive Plan Compensation (2)	Deferred Compensation Earnings (3)	All Other Compensation (34)	Total
Ted Harris, Chairman, President & CEO	2021	$1,050,000	$2,165,751	$725,105	$1,757,640	$0	$63,177	$5,761,673
	2020	$1,000,000	$1,688,698	$564,725	$1,318,131	$0	$48,701	$4,620,255
	2019	$915,000	$1,546,392	$516,146	$749,209	$0	$66,002	$3,792,749
Martin Bengtsson, Chief Financial Officer and Treasurer	2021	$478,311	$521,223	$175,482	$482,627	$0	$31,250	$1,688,893
	2020	$454,329	$328,430	$110,640	$362,287	$0	$30,400	$1,286,086
	2019	$393,173	$1,352,106	$386,955	$177,063	$0	$29,361	$2,338,658
Jim Hyde, Senior Vice President and General Manager, Human Health and Nutrition	2021	$445,712	$325,169	$109,262	$327,731	$0	$32,450	$1,240,324
	2020	$429,887	$324,737	$108,335	$240,893	$0	$31,600	$1,135,452
	2019	$416,287	$214,589	$72,954	$119,472	$0	$31,600	$854,902
Martin Reid, Chief Supply Chain Officer	2021	$375,962	$499,872	$191,128	$339,539	$0	$26,227	$1,432,728
Mark Stach, General Counsel and Secretary	2021	$350,850	$258,229	$86,086	$265,451	$0	$20,450	$981,066
	2020	$330,889	$227,831	$76,065	$198,021	$0	$19,600	$852,406
	2019	$291,205	$365,232	$65,658	$107,299	$0	$19,600	$848,994
William Backus, Chief Accounting Officer	2021	$300,797	$323,474	$76,153	$227,545	$0	$32,450	$960,419
	2020	$293,467	$218,207	$73,760	$175,453	$0	$31,600	$792,487
	2019	$286,282	$465,530	$71,130	$105,484	$0	$31,600	$960,026

(1)

The amounts included in the “Stock Awards” and ~~“Option Awards”~~“Stock Options” columns reflect the ~~dollar amount recognized for financial statement reporting purposes for each reported fiscal year,~~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 and option awards~~Stock Options may be found in “Note 3 – Stockholders’ Equity” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2021, as filed with the SEC on February ~~29, 2016. See footnote 4 below~~24, 2022. For the fiscal years ended December 31, 2019 - 2021, 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 2021: Mr. Harris – $2,713,781; Mr. Bengtsson – $652,832; Mr. Hyde – $407,425; Mr. Reid $402,659; Mr. Stach – $324,034; and Mr. Backus – $278,764; (ii) for 2020: Mr. Harris – $1,992,532; Mr. Bengtsson – $387,312; Mr. Hyde – $382,835; Mr. Reid NA; Mr. Stach – $268,656; and Mr. Backus – $257,462; and (iii) for 2019: Mr. Harris - $2,083,750; Mr. Bengtsson – $442,313; Mr. Hyde – $289,270; Mr. Reid NA; Mr. Stach – $265,724; and Mr. Backus – $284,224, 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 Mr. Bengtsson, the Stock Awards and Stock Options columns reflect the Time-Based Restricted Shares and Stock Options granted under the LTIP in 2019 ($328,146 and $109,430 respectively) and sign-on Time-Based Restricted Shares and Stock Options ($1,023,960 and $277,525 respectively) granted in part in recognition of the value in unvested equity and other benefits from his prior employer that he forfeited (See the description of the Bengtsson Offer Letter at Page 44). For Mr. Reid, the Stock Awards and Stock Options columns reflect the Time-Based Restricted Shares and Stock Options granted under the LTIP in 2021($321,432 and $109,262 respectively) and sign-on Time-Based Restricted Shares and Stock Options ($178,440 and $81,866 respectively) granted in part in recognition of the value in unvested equity and other benefits from his prior employer that he forfeited. For Mr. Backus, the Stock Awards and Stock Options columns reflect the Time-Based Restricted Shares and Stock Options granted under the LTIP in 2021 ($222,213 and $76,153 respectively) and a special one-time award of Time-Based Restricted Shares ($101,261) granted in recognition of his additional ~~disclosure relating to the retirement of Mr. Rossi.~~responsibilities in leading our enterprise resource planning (ERP) implementation in 2021.

(2)	Reflects the ~~amount~~value of cash incentive bonuses earned under ~~our ICP and any additional discretionary cash bonuses paid to our Named Executive Officers.~~the Company’s ICP.

(3)	The Deferred Compensation Plan does not provide above-market or preferential earnings.

(4)	The amounts reflected represent employer matching contributions and profit sharing contributions made under the Company’s combined 401(k)/profit sharing plan, automobile allowance and the Company paid portion of

~~life, health, and disability insurance benefits,~~listed in the ~~following amounts for each Named Executive Officer for the indicated year:~~

~~(a)~~

Mr. Rossi’s other compensation for 2015 consists of $15,900 for contributions under the Company’s 401(k)/profit sharing plan, $14,031 for automobile allowance, and $160,891 for life, health and disability insurance premiums.

~~(b)~~

Mr. Backus’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $7,477 for automobile allowance, and $280 for life, health and disability insurance benefits.

~~(c)~~

Mr. Fitzpatrick’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $12,462 for automobile allowance, and $819 for life, health and disability insurance benefits.

~~(d)~~

Mr. Ludwig’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $13,708 for automobile allowance, and $804 for life, health and disability insurance benefits.

~~(e)~~

Mr. Houston’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $10,592 for automobile allowance, and $430 for life, health and disability insurance benefits.

~~(4)~~

Mr. Rossi retired as President and Chief Executive Officer, effective April 28, 2015. The Compensation Committee approved the accelerated vesting of all of Mr. Rossi’s outstanding unvested stock options and restricted shares effective with his retirement. The amount included in the 2015 “Stock Awards” and “Option Awards” columns for Mr. Rossi reflect the dollar amount recognized for financial statement reporting. Mr. Rossi and spouse are entitled to medical coverage from the date of his retirement until they are Medicare eligible. The value of these benefits as of December 31, 2015 are included under the 2015 “All Other Compensation” ~~column.~~column for fiscal 2021 include actual and estimated matching and profit-sharing contributions 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 and Profit-sharing Contributions	Other Perquisites	Total All Other Compensation
Ted Harris	$20,450	$42,727	$63,177
Martin Bengtsson	$20,450	$10,800	$31,250
Jim Hyde	$20,450	$12,000	$32,450
Martin Reid	$16,673	$9,554	$26,227
Mark Stach	$20,450	$0	$20,450
William Backus	$20,450	$12,000	$32,450

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; and, (iv) the reimbursement of automobile expenses that are related to Company business. For each NEO other than Mr. Harris, the amounts other than 401(k) contributions reflect an automobile allowance.

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Executive Compensation

2021 Grants of ~~Plan Based~~Plan-Based Awards ~~for 2015~~

The following table provides information on restricted stock awards and options granted in 2015 to each of the Named Executive Officers and information on estimated possible payouts under our non-equity (ICP) and equity (LTCP) incentive plans for 2015.

Estimated Possible Payouts under Non-Equity
Incentive Plan Awards ⁽¹⁾

Estimated Possible Payouts under
Equity Incentive Plan Awards ⁽²⁾

Name Threshold Target Stretch Max Threshold Target Max
Theodore L. Harris $ 300,000 $ 600,000 $ 780,000 $ 1,200,000 $ 450,000 $ 900,000 $ 1,800,000
William A. Backus $ 49,500 $ 99,000 $ 128,700 $ 198,000 $ 110,000 $ 220,000 $ 440,000
Frank J. Fitzpatrick $ 59,850 $ 119,700 $ 155,610 $ 239,400 $ 133,000 $ 266,000 $ 532,000
David F. Ludwig $ 44,268 $ 88,536 $ 115,097 $ 177,072 $ 126,480 $ 252,960 $ 506,000
Matthew D. Houston $ 26,500 $ 53,000 $ 68,900 $ 106,000 $ 106,000 $ 212,000 $ 424,000

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) ($/Share)	Grant Date Fair Value of Stock and Option Awards(4) ($)
Name	Grant Date	Grant Type	Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock (#)		Exercise Price of Stock Option(3) ($/Share)	Grant Date Fair Value of Stock and Option Awards(4) ($)
Ted Harris		ICP	$0	$1,050,000	$2,100,000
	02/11/2021	Performance Shares				5,695	11,390	22,780
	02/11/2021	Time-Based Restricted Shares							6,060
	02/11/2021	Stock Options								21,900	$119.13
												$2,890,856
Martin Bengtsson		ICP	$0	$270,713	$581,426
	02/11/2021	Performance Shares				1,370	2,740	5,480
	02/11/2021	Time-Based Restricted Shares							1,460
	02/11/2021	Stock Options								5,300	$119.13
												$696,705
Jim Hyde		ICP	$0	$203,175	$406,350
	02/11/2021	Performance Shares				855	1,710	3,420
	02/11/2021	Time-Based Restricted Shares							910
	02/11/2021	Stock Options								3,300	$119.13
												$434,431
Martin Reid		ICP	$0	$191,250	$382,500
	02/11/2021	Performance Shares				845	1,690	3,380
	02/11/2021	Time-Based Restricted Share Awards							900
	02/11/2021	Stock Options								3,300	$119.13
												$430,694
Mark Stach		ICP	$0	$159,333	$318,666
	02/11/2021	Performance Shares				680	1,360	2,720
	02/11/2021	Time-Based Restricted Shares							720
	02/11/2021	Stock Options								2,600	$119.13
												$344,314
William Backus		ICP	$0	$136,253	$272,507
	02/11/2021	Performance Shares				585	1,170	2,340
	02/11/2021	Time-Based Restricted Shares							1,470
	02/11/2021	Stock Options								2,300	$119.13
												$399,626

(1)

~~Represents threshold, target, stretch and~~The maximum ~~payout levels under the ICP for 2015 performance. The actual amount~~amounts equal 200% of ~~incentive bonus earned by each Named Executive Officer in 2014 is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.~~target. Additional information regarding the design of the ICP is included in the Compensation Discussion and Analysis.

(2)

~~Represents threshold,~~The target ~~and maximum payout levels under~~number of shares shown in the ~~LTCP for grants made in February 2016. These were stated as dollar amounts, which~~table reflects the number of shares of our Common Stock earned if performance is achieved at target levels. All shares will be ~~converted to equity~~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 ~~program results and stock value.~~ the actual number of shares earned for the performance cycle, if any.

(3)	The ~~actual amount~~exercise price equals the closing price of ~~LTCP equity granted to each Named Executive Officer~~our Common Stock on the grant date.

(4)	The amounts represent the grant date fair value of the awards as computed in ~~February 2016 will be reported~~accordance with FASB ASC Topic 718.

2241

~~under the Stock Awards and Option Awards columns in the Summary~~

TABLE OF CONTENTS

Executive Compensation Table in next year’s proxy statement. Additional information regarding the design of the LTCP, including the number of options and shares of restricted stock granted to each NEO, is included in the Compensation Discussion and Analysis.

Terms and Conditions of Awards

The ~~Company’s~~2017 Plan provides for a variety of equity award vehicles to maintain flexibility. The 2017 Plan permits the Company to grant of Stock Options, Stock Appreciation Rights (“SARs”), restricted stock awards and other stock-based awards, and provides for the granting of cash performance awards. The 2017 Plan is flexible and allows the Company to change equity grant practices from time to time.

After the adoption of the 2017 Plan, no further awards have been granted under the Second Amended and Restated 1999 Stock Plan ~~was adopted and approved by our stockholders~~(the “1999 Plan”), but outstanding awards granted under the 1999 Plan prior to the adoption of the 2017 Plan continue in ~~1999 and was amended in 2003, 2008, 2011 and 2013.~~ accordance with their terms.

Under the 1999 Stock Plan, officers and other employees of the Company may be granted options to purchase Common Stock of the Company which qualify as “incentive stock options” (“ISO” or “ISOs”) under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”); directors, officers and employees may be granted options to purchase Common Stock which do not qualify as ISOs (“non-Qualified Option” or “Non-Qualified Options”); and directors, officers and employees may be granted the right to make direct purchases of Common Stock from the Company (“Purchases”) and may also be granted restricted stock and performance award shares. Both ISOs and Non-Qualified Options are referred to in this Proxy Statement individually as an “Option” and collectively as “Options.” 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”);

3.	Directors, officers and employees may be granted Time-Based Restricted Shares and Performance Shares.

The exercise price per share specified to each Stock Option granted under the ~~1999 Stock~~2017 Plan may not be less than the fair market value per share of Common Stock on the date of such ~~grant.~~grant and must have a term no longer than ten years. The 2017 Plan expressly prohibits the repricing of stock options without stockholder approval.

Options granted vest as follows: 20% on the first anniversary of the grant date; 40% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date. Options expire ten years after grant. All outstanding Options vest in this manner. The Company has not granted ISOs since 2006.

~~Our restricted shares~~Time-Based Restricted Shares vest in full ~~four~~three years from ~~grant, or upon an earlier change~~the date of ~~control of the Company, provided the executive officer is employed by the Company on that date, but become fully vested upon death.~~grant. In the event the ~~grantee’s~~NEO’s employment with the Company is terminated for cause or upon the ~~grantee’s~~NEO’s voluntary resignation ~~from the Company’s employ,~~ prior to vesting in full, the ~~restricted shares~~Time-Based Restricted Shares are forfeited. In the event of a major disability or significant illness, ~~restricted shares~~Time-Based Restricted Shares will vest based upon the amount of time remaining until the vesting date.

The Performance Shares vest in three years from grant, subject to the achievement of certain performance criteria. 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.

Upon a change of control, the Compensation Committee may accelerate the vesting and/or payment dates of ~~restricted stock~~awards in its discretion.

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 2021 annual total compensation of $5,761,673 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2021 was approximately $59,524.85. Therefore, the ratio of Mr. Harris’ 2021 annual total compensation to that of our median employee is approximately 97 to 1.

We identified the median employee by examining the 2021 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2021, 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 2021. 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 2021 Summary Compensation Table.

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Executive Compensation

Outstanding Equity Awards at Fiscal Year End ~~2015~~

2021

The following table shows outstanding ~~Option awards~~Stock Options classified as exercisable and ~~unexercisable~~not currently exercisable as of December 31, ~~2015~~2021 for each ~~Named Executive Officer.~~NEO. The table also discloses the number and value of unvested ~~restricted~~Time-Based Restricted Shares and ~~performance stock awards~~Performance Shares as of December 31, ~~2015.~~2021.

Option Awards Stock Awards Performance Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable⁽¹⁾

Un-
Exercisable
⁽¹⁾

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares of
Stock that
Have Not
Vested⁽²⁾
($)
Number of
Shares of
Stock that
Have Not
Vested⁽²⁾
($)

Dino A. Rossi 9,134 $ 29.06 2/28/2022
22,069 $ 38.10 2/19/2023
17,160 $ 50.32 2/26/2024
23,724 $ 58.52 2/19/2025

Theodore L. Harris
- 10,000 $ 54.87 4/28/2025
54,000 $ 3,283,200 5,100 $ 310,080

William A. Backus 12,000 - $ 21.39 12/8/2019
14,000 - $ 32.21 12/6/2020
5,000 - $ 40.95 6/1/2021
12,000 - $ 29.06 2/28/2022
2,500 - $ 31.02 6/14/2022
8,400 5,600 $ 38.10 2/19/2023
3,000 12,000 $ 50.32 2/26/2024
- 4,178 $ 58.52 2/19/2025
11,262 $ 684,730 2,090 $ 127,072

Francis J. Fitzpatrick 2,750 - $ 32.21 12/6/2020
6,169 4,112 $ 38.10 2/19/2023
1,281 5,123 $ 50.32 2/26/2024
- 6,354 $ 58.52 2/19/2025
11,256 $ 684,365 2,270 $ 138,016

David F. Ludwig 12,750 - $ 21.39 12/8/2019
23,200 - $ 32.21 12/6/2020
12,970 - $ 29.06 2/28/2022
5,481 3,653 $ 38.10 2/19/2023
364 1,456 $ 50.32 2/26/2024
- 5,385 $ 58.52 2/19/2025
9,495 $ 577,296 2,150 $ 130,720

Matthew D. Houston 5,300 - $ 32.21 12/6/2020
5,835 - $ 29.06 2/28/2022
2,608 1,738 $ 38.10 2/19/2023
716 2,863 $ 50.32 2/26/2024
- 3,787 $ 58.52 2/19/2025
5,656 $ 343,885 1,810 $ 110,048

Name					Stock Awards		Performance Awards
	# Of Securities Unexercised Underlying Options				Stock Awards		Performance Awards
	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	10,000	0	54.87	4/28/2025
	24,350	0	60.85	2/23/2026
	25,930	0	85.40	2/21/2027
	18,800	0	74.57	2/15/2028
	16,980	11,320	84.09	2/13/2029
	4,900	19,600	111.94	2/13/2030
	0	21,900	119.13	2/11/2031	21,920	$3,695,712	32,680	$5,509,848
Martin Bengtsson⁽⁴⁾	9,000	6,000	85.33	2/4/2029
	3,600	2,400	84.09	2/13/2029
	960	3,840	111.94	2/13/2030
	0	5,300	119.13	2/11/2031	7,740	$1,304,964	7,100	$1,197,060
Jim Hyde	18,000	0	60.85	2/23/2026
	5,660	0	85.40	2/21/2027
	3,800	0	74.57	2/15/2028
	2,400	1,600	84.09	2/13/2029
	940	3,760	111.94	2/13/2030
	0	3,300	119.13	2/11/2031	7,660	$1,291,476	5,140	$866,604
Martin Reid	0	2,500	118.96	2/8/2031
Martin Reid	0	3,300	119.13	2/11/2031	2,400	$404,640	1,690	$284,934
Mark Stach	1,200	0	60.85	2/23/2026
	2,200	0	85.40	2/21/2027
	3,400	0	74.57	2/15/2028
	2,160	1,440	84.09	2/13/2029
	660	2,640	111.13	2/13/2030
	0	2,600	119.13	2/11/2031	5,020	$846,372	4,140	$698,004
William Backus	15,000	0	60.85	2/23/2026
	5,480	0	85.40	2/21/2027
	3,700	0	74.57	2/15/2028
	2,340	1,560	84.09	2/13/2029
	640	2,560	111.94	2/13/2030
	0	2,300	119.13	2/11/2031	6,880	$1,159,968	4,010	$676,086

(1)

Stock ~~option awards~~Options granted under both the 2017 Plan and the 1999 Plan have a term of ten years from the grant date and become ~~cumulatively~~ exercisable 20% after ~~one~~1 year, 60% after ~~two~~2 years and 100% after ~~three~~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, 2021.

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Executive Compensation

Final Vesting Date	Ted Harris	Martin Bengtsson	Jim Hyde	Martin Reid	Mark Stach	William Backus
Jan. 1 2022	12,390	2,630	1,720		1,580	1,690
Feb. 4, 2022		4,000⁽⁴⁾
Feb. 13, 2022	6,130	1,300	850		2,780	3,840
Feb. 15, 2022	4,700		930		840	920
Jan. 1, 2023	8,900	1,730	1,710		1,200	1,150
Jan. 15, 2023			4,000
Feb. 13, 2023	5,030	980	970		680	650
Jan. 1, 2024	11,390	2,740	1,710	1,690	1,360	1,170
Feb. 8, 2024				1,500
Feb. 11, 2024	6,060	1,460	910	900	720	1,470
Total	54,600	14,840	12,800	4,090	9,160	10,890

~~(2)~~

(3)

Value is computed based on the closing price of our Common Stock on December 31, ~~2015,~~2021, which was ~~$60.80~~$168.60 per share.

(4)

In connection with the hiring of Mr. Bengtsson as Chief Financial Officer, the Company and Mr. Bengtsson entered into an offer letter dated January 10, 2019 (“Bengtsson Offer Letter”). The Bengtsson Offer Letter provided in part that Mr. Bengtsson would also receive 12,000 shares of Company Time-Based Restricted Shares, which will vest ratably over three years after the date of grant (February 4, 2019), with one-third vesting each year beginning in 2020, and Stock Options to acquire 15,000 shares of Company stock at $85.33 per share, which Stock Options vest 20% after Year 1, 40% after Year 2 and 40% after Year 3.

Restricted stock vests four years from the date of grant. Performance shares vest three years from date of grant. The following table provides information with respect to the final vesting dates of each outstanding restricted and performance stock award held by each Named Executive Officer as of December 31, 2015.

Mr. Harris Mr. Backus
Mr.
Fitzpatrick
Mr. Ludwig Mr. Houston
28-Feb-16 2,500 4,769 4,142 1,863
28-Apr-16 27,000
19-Feb-17 1,447 2,456 3,081 1,466
28-Apr-17 27,000
1-Jan-18 5,100 2,090 2,270 2,150 1,810
26-Feb-18 1,000 2,031 577 1,135
19-Jun-18 5,000
19-Feb-19 1,315 2,000 1,695 1,192
59,100 13,352 13,526 11,645 7,466

Option Exercises and Stock Vested in ~~2015~~

2021

The following table sets forth certain information regarding ~~Options~~options and stock awards exercised and vested, respectively, by each of our ~~Named Executive Officers~~NEOs during the fiscal year ended December 31, ~~2015.~~2021.

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 ($)

Dino A. Rossi 140,538 $ 4,648,112 37,294 $ 2,152,237
Theodore L. Harris - $ - - $ -
William A. Backus - $ - 1,000 $ 56,783
Frank J. Fitzpatrick 84,935 $ 2,700,059 - $ -
David F. Ludwig 120,000 $ 5,166,110 - $ -
Matthew D. Houston - $ - - $ -

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾	Number of Shares Acquired on Vesting (#)⁽²⁾	Value Realized on Vesting ($)
Ted Harris	0	N/A	9,840	$1,172,239
Martin Bengtsson	0	N/A	4,000	$454,360
Jim Hyde	0	N/A	1,964	$233,971
Martin Reid	0	N/A
Mark Stach	0	N/A	1,766	$210,384
William Backus	14,348	$1,056,278	1,924	$229,206

(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 earnings of Performance Shares granted in 2018 under the Fiscal 2018 – 2020 Performance Share awards including dividend equivalent shares. The Performance Shares were subject to performance goals for the performance period ended December 31, 2020. The Performance Shares were subject to performance goals for the performance period ended December 31, 2020, with the number of TSR Performance Shares vesting representing 195.4% of the target shares and with no EBITDA Performance shares vesting as the threshold for EBITDA Performance Shares was not achieved. Awards vested on February 11, 2021. See “LTIP Awards” beginning at Page 34 above). Values realized for Performance Shares earned are based on the closing share prices $119.13 on February 11, 2021, the date the Compensation Committee determined that the performance targets for the performance period ended December 31, 2020 had been met.

Nonqualified Deferred Compensation

For a description of the Balchem Deferred Compensation Plan, see “Balchem Deferred Compensation Plan” at Page 36 above.

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Executive Compensation

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	$1,198,599	$255,019	$0	$2,801,570
Martin Bengtsson	$0	$0	$0	$0
Jim Hyde	$452,357	$30,294	$0	$1,246,126
Martin Reid	$0	$0	$0	$0
Mark Stach	$263,672	$115,956	$0	$782,965
William Backus	$0	$2,037	$(5,920)	$14,678

(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 of Control Arrangements

Agreement with ~~Theodore L.~~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 within 60 days~~agreement.

If the Harris Agreement is terminated, either by us or by Mr. Harris, and Mr. Harris releases claims in favor of the ~~end~~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 ~~then-current term.~~fiscal year, and, in certain circumstances, other payments as more particularly described in the table below.

~~If we terminate~~Under the ~~employment agreement other than for “Cause” (as defined below) or~~2017 Plan, in the event ~~Mr. Harris terminates his employment under certain limited circumstances effectively amounting to~~of a ~~constructive~~

~~termination, he will be entitled to severance payments of 200% of his then current annual salary,~~Change in Control (as defined therein) and all of his stock options would become fully vested and exercisable, plus a portion of the ICP bonus he would have received had he been employed by us through the end of the full fiscal year in which the termination occurred, to be determined by the Compensation Committee. If suchinvoluntary termination by the Company ~~occurs~~ within ~~two years after a change~~24 months following such Change of ~~control event, he would be entitled~~Control, awards that are options or SARs under the 2017 Omnibus Incentive Plan will become fully exercisable upon the date of such involuntary termination, and the restrictions in force and applicable with respect to ~~severance payments equal to 200%~~any other such awards under the 2017 Omnibus Incentive Plan (i.e., awards other than options and SARs) will automatically lapse upon the date of the ~~sum~~involuntary termination, with any such awards that are subject to performance criteria deemed to vest at the “target” level of his then current annual salary plus the annual bonus earned by him for the fiscal year immediately preceding the year in which the change of control event occurred. If Mr. Harris were to terminate his employment prior to the second anniversary of such a change of control event, he would be entitled to severance payments equal to 100% of his then current annual salary. performance.

In the event that any of ~~any termination by~~ the ~~Company entitling Mr.~~payments provided for in the Harris ~~to severance~~Agreement otherwise would constitute an “excess parachute payment” (as defined in Section 280G of the Code), the amount of payments ~~the Compensation Committee may accelerate the vesting of Mr. Harris’s restricted stock. Mr. Harris's severance payments following a change of control~~ would be reduced to the ~~extent necessary to avoid such payments being considered an "excess parachute payment"~~maximum level that would not result in excise tax under Section ~~280G~~4999 of the ~~Internal Revenue Code.~~

Under the employment agreement with Mr. Harris, “Cause” means: habitual absence or lateness; gross insubordination; failure to devote full time to the Company’s business; failure to comply with the obligations of confidentiality and non-competition; any action which constitutes a violation of any applicable criminal statute; or any act which frustrates or violates the fiduciary duties owed byCode, if this reduction would cause Mr. Harris to ~~the Company. In addition, “Change in Control” means:~~

(a) any person or group is or becomes (including by merger, consolidation or otherwise) the beneficial owner, directly or indirectly, of 50% or more of the voting power of the total outstanding voting stock of Company;

~~(b) the sale or other disposition (other~~receive a larger after-tax amount than by way of merger or consolidation) of all or substantially all of the capital stock or assets of Company to any person or group as an entirety or substantially as an entirety in one transaction or a series of related transactions, unless the ultimate beneficial owners of the voting stock of such person immediately after giving effect to such transaction own, directly or indirectly, more than 80% of the total voting power of the total outstanding voting stock of Company immediately prior to such transaction.

if no reduction were made.

During the period of Mr. ~~Harris’s~~Harris’ employment (or, in the case of a voluntary termination by Mr. Harris or a termination of his employment by the Company for ~~cause,~~Cause, the balance of the term of the ~~employment agreement~~Harris Agreement before giving effect to such termination) and for a period of ~~one year~~two years thereafter, the ~~employment agreement~~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, ~~2015,~~2021, and a share price for ~~the Company’s common stock~~our Common Stock equal to the closing market price on ~~the last trading day prior to~~ that date, is set forth in the table below. ~~Mr. Harris’s employment agreement~~The Harris Agreement does not obligate us to provide any compensation to Mr. Harris in the case of a ~~change~~Change in ~~control~~Control that does not result in termination of employment; ~~however,~~ the ~~1999 Stock~~2017 Plan ~~provides~~allows for ~~full vesting~~the discretionary automatic acceleration of ~~all Options and restricted stock~~outstanding awards upon the occurrence of a ~~change~~Change in ~~control as defined in such Plan.~~Control pursuant to the terms of the Harris Agreement.

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Benefits and Payments upon Termination
Severance
ICP
Bonus (1)

Acceleration of
Vesting of
Options and
Restricted
Stock (2)
Total
Voluntary termination by Mr. Harris or termination for Cause $ 0 $ 600,000 $ 0 $ 600,000
Termination by Mr. Harris within 12 months after demotion by Company or as a result of constructive termination $ 1,200,000 $ 600,000 $ 3,652,580 $ 5,452,580
Termination by Company following a Change of Control, except for Cause(3) $ 1,200,000 $ 600,000 $ 3,652,580 $ 5,452,580
Voluntary termination by Mr. Harris following a Change of Control(3) $ 600,000 $ 600,000 $ 3,652,580 $ 4,852,580
Termination by Company for any reason other than for Cause or after receipt of notice of termination from Mr. Harris $ 1,200,000 $ 600,000 $ 3,652,580 $ 5,452,580
Death $ 0 $ 600,000 $ 0 $ 600,000

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	$1,757,640	$0	$1,757,640
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⁾	$2,100,000	$1,757,640	$0	$3,857,640
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	$2,100,000	$2,276,262	$12,356,142	$16,732,404
Voluntary termination by Mr. Harris prior to the second anniversary of a Change in Control	$1,050,000	$1,757,640	$12,356,142	$15,163,782

(1)	1.Table assumes termination occurred on December 31, 2021, and, in the case of events following a Change of Control, that the Change of Control occurred during 2021.

(2)	Represents the ~~target bonus level under~~ICP Bonus earned by Mr. Harris in fiscal year 2021.

(3)	While the ~~ICP.~~

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 2017 Plan, the Compensation Committee has discretionary authority to determine the treatment of awards thereunder and the 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 2017 Plan). Amounts in this column are calculated byby: (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 ~~the difference between $60.80,~~$168.60, which is the closing market price per share of our ~~common stock~~Common Stock on December 31, ~~2015,~~2021, and (ii) the difference between (x) the per share ~~exercise~~grant price of the ~~applicable~~ accelerated ~~stock award or option.~~

~~Assumes~~Stock Options and (y) $168.60, which is the ~~Change~~closing market price per share of ~~Control occurred within the two year period prior to~~our Common Stock on December 31, ~~2015.~~2021 Performance Shares) and Stock Options.

(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 ~~the~~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"~~payment” under Section 280G of the ~~Internal Revenue Code.~~Code, if such reduction would cause the executive to receive a larger after-tax amount than if no reduction were made.

Hyde Employment Agreement. ~~All of our Named Executive Officers~~When in 2016 Balchem acquired Albion International, Inc., now Albion Laboratories, Inc. (“Albion”), Albion and Mr. Hyde were parties to an employment agreement. In connection with the acquisition, the parties amended and restated the employment agreement (as so amended and restated, the “Hyde Agreement”). If Balchem terminates the employment agreement other than for “Cause” (as defined in the Hyde Agreement), or in the event Mr. ~~Harris and Mr. Rossi prior~~Hyde terminates his employment under certain limited circumstances, effectively amounting to a constructive termination, subject to his ~~retirement,~~execution of an effective release of claims in favor of the Company, he will be entitled to severance payments equal to 100%

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of his then current annual salary, which was $445,712 as of December 31, 2021, (payable in 12 monthly installments). The Hyde Agreement imposes on Mr. Hyde certain non-competition and non-solicitation obligations regarding the Company and its clients, customers and its employees during the term thereof and for a two-year period following its termination.

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 $478,311 as of December 31, 2021, payable in twelve equal installments commencing on the month following the month in which the termination occurs.

The other NEOs are ~~employees-at-will~~employees at-will and, as such, do not have employment agreements ~~therefore, we are not obligated~~or any entitlement to ~~provide them with any~~ post-employment compensation or benefits. However, upon a change of control as defined in the 1999 ~~Stock~~ Plan, all unvested ~~option grants~~Stock Options granted pursuant to that plan immediately vest and become exercisable, all restrictions, applicable to outstanding shares of ~~restricted stock,~~Time-Based Restricted Shares granted pursuant to that plan, lapse, and all ~~performance shares~~Performance Shares granted pursuant to that plan shall immediately vest and be deemed earned. ~~Assuming such~~Except as provided in the Harris Agreement, the 2017 Plan does not provide for automatic acceleration of outstanding awards upon the occurrence of a change of ~~control~~ occurred on December 31, 2015, based on the closing market price of the Company’s common stock on that date, the amount of compensation payable to the Named Executive Officers other than Mr. Harris, are as follows: Mr. Backus, $2,724,087; Mr. Fitzpatrick, $1,215,983; Mr. Ludwig, $2,524,143; and Mr. Houston, $935,459.

control.

~~Director Compensation~~

The Company pays each of its directors, other than Mr. Harris, an annual retainer of $30,000 and $4,000 for each Board meeting attended, plus expenses. The Chairman of the Board is paid an additional $36,000 and the Lead Director is paid an additional $16,000 annual retainer. The Chairman of the Audit Committee is paid an additional $12,000 annual retainer, the Chairman of the Compensation Committee is paid an additional $10,000 annual retainer and the Chairman of the Corporate Governance and Nominating Committee is paid an additional $8,000 annual retainer. The Company also pays to each of its directors serving on Committees a fee of $1,000, plus expenses, for each Committee meeting attended.

The following table discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of the Company’s directors (other than Mr. Harris, whose compensation is set forth in the Summary Compensation Table above) during the fiscal year ended December 31, 2015.

Name
Fees Earned or
Paid in Cash ($)

Stock
Awards
(1)(2) ($)

All Other
Compensation
($)
Total ($)
Paul Coombs $ 56,000 – – $ 56,000
David Fischer $ 51,000 – – $ 51,000
Edward McMillan $ 67,000 – – $ 67,000
Perry Premdas $ 64,000 – – $ 64,000
Dino Rossi $ 30,000 – – $ 30,000
John Televantos $ 80,000 – – $ 80,000
Matthew Wineinger $ 18,000 – – $ 18,000

~~(1)~~

The Company has historically granted equity awards to each Director in December of each year. In 2015, the Compensation Committee of the Board decided that the annual grant date for non-employee directors be changed to February, which aligns with the annual employee grant of equity. On February 23, 2016, each director, other than Mr. Harris, was granted ~~1,808~~ ~~shares of restricted stock.~~ ~~[These grants were made for 2016.]~~ The shares are subject to restrictions on transfer until they vest after four years, in accordance with the provisions of the Restricted Stock Grant Agreement, dated February 23, 2016, between the Company and each such director. The grant date fair value per share of each award was $60.85.

~~(2)~~

~~The following table shows the aggregate number of options and stock awards outstanding for each director, other than Mr. Harris, as of December 31, 2015:~~

~~Name~~	~~Aggregate~~ ~~Stock Options~~ ~~Outstanding as of~~ ~~12/31/2015~~		~~Aggregate~~ ~~Stock Awards~~ ~~Outstanding as of~~ ~~12/31/2015~~
~~Paul Coombs~~		-		~~6,420~~
~~David Fischer~~		-		~~6,420~~
~~Edward McMillan~~		-		~~6,420~~
~~Perry Premdas~~		-		~~6,420~~
~~Dino Rossi~~		~~72,087~~		-
~~John Televantos~~		-		~~6,420~~
~~Matthew Wineinger~~		-		-

Under the director restricted stock grant agreements, restricted shares vest in full, four years from grant, or upon an earlier change of control of the Company, provided the grantee is a director of the Company on that date. The restricted shares will also vest in full upon the grantee’s death. In the event of: (1) the grantee’s retirement from the Company’s Board of Directors at or after age 70; (2) the grantee’s major disability, or (3) the grantee’s resignation from the Company’s Board of Directors due to a conflict of interest or serious illness, the restricted stock will vest based upon the amount of time remaining until the vesting date. Except as set forth above, unvested restricted stock will be forfeited at the time the director ceases to be a director of the Company.

~~The Company does not pay any other direct or indirect compensation to directors in their capacity as such.~~

Related Party Transactions

Other than the compensation and employment arrangements described above, since the beginning of ~~2015,~~2021 we have not entered into any transactions in which any of our directors or executive officers or their immediate family members have a direct or indirect interest.

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 with respect to which holders of 5% or more of our stock and/or our ~~executive officers~~NEOs or directors or members of their immediate families have an interest. Before entering into any transaction, arrangement or relationship constituting an ~~interested~~related party transaction, other than certain basic pre-approved transactions, all material facts are required to 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 on terms no less favorable to the Company than terms generally available from an un-affiliated third party and the extent of the related person’s interest in the transaction.

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Equity Compensation Plan Information

The following table provides information, as of December 31, ~~2015,~~2021, with respect to shares of ~~the Company’s~~our Common Stock that may be issued pursuant to awards under the ~~1999 Stock~~2017 Plan ~~(described above) as well as under the Company’s prior stock option plans, which plans were replaced by~~and the 1999 ~~Stock Plan.~~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 ~~the Company’s~~our Common Stock may be allocated to, or purchased on behalf of, participants in the Company’s 401(k)~~/Profit Sharing Plan~~ retirement plan (described above). Consistent with ~~Securities and Exchange Commission~~SEC regulations governing equity compensation plans, information relating to shares issuable or purchased under the Company’s 401(k)~~/Profit Sharing Plan~~ 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	866,895	88.19	703,707
Equity compensation plans not approved by security holders
Total	866,895	88.19	703,707

(1)	15,297 shares of unvested Time-Based Restricted Shares granted to non-employee directors and 106,380 shares of unvested Time-Based Restricted Shares granted to NEOs are excluded from this table.

(a) (b) (c)
Plan Category
Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights¹
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 (a))
Equity compensation plans approved by security holders 1,018,631 $37.31 3,792,007
Equity compensation plans not approved by security holders - - -
Total 1,018,631 $37.31 3,792,007

⁽¹⁾ ~~32,100 shares of unvested restricted stock granted to non-employee directors and 138,018 shares of unvested restricted stock granted to employees are excluded from this table.~~

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Security Ownership of Certain Beneficial Owners and of Management

The table below sets forth as of April 1, ~~2016,~~2022, the number of shares of Common Stock beneficially owned by (i) each director, (ii) each ~~of the Named Executive Officers,~~NEO, (iii) each beneficial owner of, or institutional investment manager exercising investment discretion with respect to, 5% or more of the outstanding shares of our Common Stock known to the Company based upon filings with the ~~Securities and Exchange Commission,~~SEC, and (iv) all current directors and ~~executive officers of the Company~~NEOs as a group, and the percentage ownership of ~~the~~our outstanding Common Stock as of such date held by each such holder and ~~group:~~ group.

The table does not include ~~performance-based restricted stock grants~~Performance Shares granted under the Company’s ~~LTCP~~LTIP (which grants vest at the end of three years) ~~at threshold or maximum,~~, as the number of shares to be awarded is not determinable at the time of grant and the recipients do not have beneficial ownership of such shares.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership
(1)

Percent of
Class (2)

Brown Capital Management, LLC (3)* 3,249,721 10.29 %
BlackRock Institutional Trust Company, N.A. (4)* 2,749,774 8.71 %
The Vanguard Group Inc. (5)* 2,395,530 7.59 %
Neuberger Berman, LLC (6)* 1,957,920 6.20 %
Dino A. Rossi (7)* 184,572 **
David F. Ludwig (8)* 93,069 **
Frank J. Fitzpatrick (9)* 91,421 **
William A. Backus (10)* 90,144 **
Theodore L. Harris (11)* 54,252 **
Matthew D. Houston (12)* 49,737 **
Perry W. Premdas (13)* 45,861 **
Edward L. McMillan (14)* 33,134 **
John Y. Televantos (15)* 29,045 **
Paul D. Coombs (16)* 19,722 **
David B. Fischer (17)* 14,722 **
Matthew D. Wineinger (18)* 1,808 **

Totals Executive Officers/Directors (19) 707,487 2.24 %

Shares Outstanding April 1, 2016 31,574,578

Name and Address of Beneficial Owner	Notes	Beneficially Owned⁽¹⁾	Percent of Class⁽²⁾
BlackRock Institutional Trust Company, N.A.	(3)	4,844,013	15.0%
The Vanguard Group, Inc.	(4)	3,744,839	11.6%
APG Asset Management US Inc.	(5)	2,715,000	8.4%
Wasatch Advisors, Inc.	(6)	1,694,339	5.2%
Ted Harris	(7)	198,099	*
William Backus	(8)	59,639	*
Perry Premdas	(9)	50,892	*
Jim Hyde	(10)	40,359	*
John Televantos	(11)	38,413	*
Martin Bengtsson	(12)	37,967	*
David Fischer	(13)	28,900	*
Mark Stach	(14)	20,693	*
Martin Reid	(15)	15,586	*
Matthew Wineinger	(16)	13,140	*
Daniel Knutson	(17)	4,505	*
Joyce Lee	(18)	3,897	*
Kathleen Fish	(19)	509	*
Totals Executive Officers/Directors		512,599	1.6%

Shares Outstanding April 1, 2022		32,116,069

*	~~Such person’s address is c/o the Company, New Hampton, New York 10958.~~Less than 1%

**	~~Indicates less than 1%.~~

(1)

~~(1)~~

Beneficial ownership is determined in accordance with the rules of the ~~Securities and Exchange Commission (“SEC”)~~SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares which may be acquired upon exercise of stock options which are currently exercisable, or which become exercisable within 60 days after the date of the information in the table are deemed to be beneficially owned by the optionee. Except as indicated by footnote, and subject to community property laws where applicable, to the Company’s knowledge, the persons or entities named in the table above are believed to have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.

(2)

For purposes of calculating the percentage of outstanding shares held by each person named above, any shares which such person has the right to acquire within 60 days after the date of the information in the table are deemed to be outstanding, but not for ~~the purpose of~~ calculating the percentage ownership of any other person.

(3)

~~(3)~~

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 16, 2016. Such entity’s address as reported in its Schedule 13G/A is 1201 N. Calvert Street, Baltimore, MD 21202.

~~(4)~~

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on January ~~20, 2016.~~27, 2022. Such entity’s address as reported in its Schedule 13G/A is 55 East ~~52nd~~52nd Street, New York, NY 10022.

(4)

~~(5)~~

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 10, 2016. Such entity’s address as reported in its Schedule 13G/A is 100 Vanguard Blvd, Malvern, PA 19355.

~~(6)~~

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 9, ~~2016.~~2022. Such entity’s address as reported in its Schedule 13G/A is ~~605 Third Avenue,~~100 Vanguard Blvd, Malvern, PA 19355.

(5)	Based upon information provided in a Schedule 13G for such entity filed with the SEC on February 2, 2022. Such entity’s address as reported in its Schedule 13G is 666 3rd Ave., 2nd Floor, New York, NY ~~10158.~~10017

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(6)	Based upon information provided in a Schedule 13G for such entity filed with the SEC on February 11, 2022. Such entity’s address as reported in its Schedule 13G 505 Wakara Way, Salt Lake City, UT 84108.

(7)

Consists of ~~55,687~~126,460 shares such person has the right to acquire pursuant to ~~stock options, 1,808~~Stock Options, 17,070 shares of ~~restricted stock, 24,007~~Time-Based Restricted Shares, 1,506 shares held in such person’s Company 401(k)~~/profit sharing plan~~ retirement account, and ~~103,070~~53,063 shares held directly.

(8)

Consists of ~~61,423~~9,161 shares such person has the right to acquire pursuant to ~~stock options, 5,353~~Stock Options, 1,706 shares of ~~restricted stock, 13,722 shares held in such person’s Company 401(k)/profit sharing plan account,~~Time-Based Restricted Shares, and ~~12,571~~48,772 shares held directly.

(9)

Consists of ~~21,645~~34,940 shares such person has the right to acquire pursuant to ~~stock options, 6,487~~Stock Options, 6,700 shares of ~~restricted stock, 18,968~~Time-Based Restricted Shares, 962 shares held in such person’s Company 401(k)~~/profit sharing plan~~ retirement account, and ~~44,321~~8,290 shares held directly.

(10)

Consists of ~~72,836~~30,460 shares such person has the right to acquire pursuant to ~~stock options, 8,762~~Stock Options, 2,670 shares of ~~restricted stock, 3,840~~Time-Based Restricted Shares, 757 shares held in such person’s Company 401(k)~~/profit sharing~~ retirement plan account, and ~~4,706~~6,472 shares held directly.

(11)

Consists of ~~54,000 shares of restricted stock and 252 shares held in such person’s Company 401(k)/profit sharing plan account.~~

~~(12)~~

~~Consists of 20,687~~24,940 shares such person has the right to acquire pursuant to ~~stock options, 3,793~~Stock Options, 3,890 shares of ~~restricted stock, 2,958~~Time-Based Restricted Shares, 624 shares held in such person’s Company 401(k)~~/profit sharing~~ retirement plan account, and ~~22,299~~8,959 shares held directly.

~~(13)~~

(12)

Consists of ~~8,228~~9,161 shares such person has the right to acquire pursuant to Stock Options, 1,706 shares of ~~restricted stock~~Time-Based Restricted Shares, and ~~37,633~~27,100 shares held directly.

~~(14)~~

(13)

Consists of ~~8,228~~9,161 shares such person has the right to acquire pursuant to Stock Options, 1,706 shares of ~~restricted stock~~Time-Based Restricted Shares, and ~~24,906~~18,033 shares held directly.

~~(15)~~

(14)

Consists of ~~8,228~~12,900 shares such person has the right to acquire pursuant to Stock Options, 2,050 shares of ~~restricted stock~~Time-Based Restricted Shares, 1,085 shares held in such person’s Company 401(k) retirement account, and ~~20,817~~4,658 shares held directly.

~~(16)~~

(15)

Consists of ~~8,228~~9,161 shares such person has the right to acquire pursuant to Stock Options, 1,706 shares of ~~restricted stock~~Time-Based Restricted Shares, and ~~11,494~~4,719 shares held directly.

~~(17)~~

(16)

Consists of ~~8,228~~9,161 shares such person has the right to acquire pursuant to Stock Options, 1,706 shares of ~~restricted stock~~Time-Based Restricted Shares, and ~~6,494~~2,273 shares held ~~directly.~~directly

~~(18)~~

(17)

Consists of ~~1,808~~1,160 shares such person has the right to acquire pursuant to Stock Options, 3,170 shares of ~~restricted stock.~~Time-Based Restricted Shares, and 175 shares held in such person’s Company 401(k) retirement account.

~~(19)~~

(18)

Consists of ~~options~~2,191 shares such person has the right to ~~purchase 232,278 shares, 123,151 shares~~acquire pursuant to Stock Options, and 1,706 Time-Based Restricted Shares.

(19)	Consists of ~~restricted stock, 63,747 shares in accounts under the Company’s 401(k)/profit sharing plan, and 288,311 shares held by individuals directly.~~509 Time-Based Restricted Shares.

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Information Relating to Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC~~

~~ACCOUNTING FIRM~~

The Audit Committee has selected RSM US LLP (“RSM”) (formerly McGladrey LLP) as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The Company is submitting its selection of RSM for ratification by the stockholders at the Annual Meeting. RSM has audited the Company’s financial statements since 2005. Representatives of RSM will be present at the Annual Meeting and will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.

The Company’s Bylaws do not require that the stockholders ratify the selection of RSM as the Company’s independent registered public accounting firm. However, the Company is submitting the selection of RSM to stockholders for ratification as a matter of good corporate governance practice. If stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain RSM. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Assuming a quorum is present, the affirmative vote of a majority of all votes cast on the proposal, in person or represented by proxy, is required for approval of this proposal. Abstentions will not be counted as votes cast, and will have no effect on the vote. Brokers have discretionary authority to vote on this Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

Principal Accountant Fees and Services

During ~~2015,~~2021, the Company retained RSM to audit the consolidated financial statements for ~~2015.~~the fiscal year ended 2021. In addition, the Company also retained RSM to provide services relating to Management’s Assessment of Internal Controls as required by Section 404 of the Sarbanes-Oxley Act, as well as for other ~~audit-related.~~audit-related services. During the period covering the fiscal years ended December 31, ~~2015~~2021 and ~~2014,~~2020, RSM performed the following professional services:

2015 2014
Audit fees (1) 923,514 $ 916,253
Audit-related fees (2) 97,472 325,682
Tax fees (3) - 32,224
Total fees $ 1,020,989 $ 1,274,159

	2021	2020
Audit fees⁽¹⁾	$1,157,178	$1,120,424
Audit-related fees⁽²⁾	$145,914	$36,315
Tax fees⁽³⁾	$36,750	$0
Total fees	$1,339,842	$1,156,739

(1)

~~(1)~~

~~Fees relating~~Audit fees relate to audit of the annual consolidated financial statements and quarterly reviews, including out of pocket disbursements and administrative ~~charges.~~charges, and fees related to foreign statutory audit.

(2)

~~(2)~~

Audit-related fees ~~in 2015~~for 2021 consist of fees paid for the employee benefit plan audit and fees ~~incurred~~paid for ~~the~~unconsummated acquisition financial due diligence ~~procedures performed in 2015 related to acquisition work. Audit-related~~procedures; audit-related fees ~~in 2014~~for 2020 consist ~~of:~~of fees paid for the employee benefit plan ~~audit; fees related to foreign statutory audit; fees paid for due diligence procedures related to the SensoryEffects acquisition; and fees for other accounting related questions.~~audit.

(3)

Tax fees for 2021 consist ~~of: fees for~~of unconsummated acquisition tax ~~services related to payroll; fees for VAT returns; and fees for other tax related questions.~~due diligence procedures.

Audit Committee Financial ~~Expert~~

Experts

The Board of Directors has determined that ~~Perry W. Premdas,~~Mr. Knutson, the ~~Chairman~~Chair of the Audit ~~committee, is an~~Committee, and Messer’s Fischer and Wineinger are “audit committee financial ~~expert”~~experts” as defined under SEC rules.

Policy on Pre-Approval of Audit and Non-Audit Services

All audit and non-audit services provided to the Company by the independent accountants are pre-approved by the Audit Committee or in certain instances by one or more of its members pursuant to delegated authority. At the beginning of each year, the Audit Committee reviews and approves all known audit and non-audit services and fees to be provided by and paid to the independent accountants. During the year, specific audit and non-audit services or fees not previously approved by the Audit Committee are approved in advance by the Audit Committee or in certain instances by one or more of its members pursuant to delegated authority. In addition, during the year the Chief Financial Officer and the Audit Committee monitor actual fees to the independent accountants for audit and non-audit services.

The Audit Committee reviewed all audit and non-audit services provided by RSM with respect to the fiscal year ended December 31, ~~2015~~2021 and concluded that the provision of such services was compatible with maintaining independence in the conduct of its auditing functions. All audit and non-audit services provided by RSM described in the table above were pre-approved by the Audit Committee.

Audit Committee Report

The Board of Directors has appointed an Audit Committee consisting of four directors. Each member of the Audit Committee is independent as defined under the ~~NASDAQ Marketplace Rules~~Nasdaq Stock Market LLC and SEC independence requirements applicable to audit committee members. The Board of Directors has adopted a written charter with respect to the Audit Committee’s responsibilities. The Audit Committee oversees the Company’s internal and independent auditors and assists the Board of Directors in overseeing matters relating to the Company’s financial reporting process and risk exposure.

In fulfilling its responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended December 31, ~~2015~~2021 with management and discussed with RSM: (i) the ~~audit with RSM, the Company’s independent registered public accounting firm. The Audit Committee also discussed with the Company’s independent registered public accounting firm~~audit; and, the matters required to be discussed by Public Company Accounting Oversight Board (“~~PCAOB”~~PCAOB”) Auditing Standard No. 161301 (Communications with Audit Committees). This included a discussion of the ~~independent auditors’~~RSM’s judgment as to the quality, not just the acceptability, of the Company’s accounting principles as applied to the Company’s financial reporting, and such other matters that generally accepted auditing standards

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require to be discussed with the Audit Committee. The Audit Committee also received from RSM the written disclosures and letter required by applicable requirements of the PCAOB regarding ~~the independent accountant’s~~its communications with the Audit Committee concerning ~~independence, and the~~independence. Audit Committee also discussed with RSM and management RSM’s independence.

Management is responsible for maintaining internal controls over financial reporting and assessing the effectiveness of internal control over financial reporting. ~~The independent registered public accounting firm’s~~RSM’s responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on ~~their~~its audit. In fulfilling its oversight responsibilities, the Audit Committee reviewed the Company’s assessment process of internal controls over financial reporting. The Audit Committee reviewed with ~~the independent registered public accounting firm~~RSM any deficiencies that had been identified during ~~their~~its engagement.

The Audit Committee also considered whether the provision of non-audit services by RSM to the Company is compatible with RSM’s independence. RSM advised the Audit Committee that RSM was, and continues to be, independent with respect to the Company.

Based upon the reviews, discussions and considerations referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2015~~2021 for filing with the Securities and Exchange Commission.

The Audit Committee has also ~~recommended that the Board of Directors approve the selection of~~appointed RSM as the Company’s independent auditors for ~~2016.~~2022.

Submitted by the Audit Committee of the Board of Directors.

	~~Perry W. Premdas (Chair)~~			Daniel Knutson, Chair
	~~Paul D. Coombs~~			David Fischer
	~~David B. Fischer~~			Joyce Lee
	~~Edward L. McMillan~~			Matthew Wineinger

				being the members of the Audit
	Committee of the Board of Directors

3452

~~PROPOSAL NO. 3~~

~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

Since 2011, as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company’s stockholders were provided with an opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s Named Executive Officers. At our 2015 annual meeting of stockholders, our stockholders overwhelmingly approved our “say-on-pay” resolution with more than 80% of the votes cast by the holders of Common Stock approving the executive compensation described in our 2015 Proxy Statement. In response to the voting results regarding the frequency of say-on-pay vote, this year, the Company again seeks your advisory vote and asks that you approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement.

Please refer to the sections entitled “Compensation Committee and Processes”, “Compensation Discussion and Analysis”, and the tables and narratives in the Executive Compensation portion of this Proxy Statement for the discussion and summary of the policies of the Compensation Committee which form the basis for the compensation of our Named Executive Officers and information on the amounts paid.

We are asking for shareholder approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rules, which includes the disclosures under the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion accompanying the tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this Proxy Statement. Because this vote is advisory only, the vote is not binding; however, the Compensation Committee will consider the results of shareholder voting in making future compensation decisions regarding Named Executive Officers.

Assuming a quorum is present, the affirmative vote of a majority of all votes cast on the proposal, in person or represented by proxy, is required for approval of this proposal. Abstentions and broker non-votes will not be counted as votes cast, and will have no effect on the vote.

~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL~~

TABLE OF ~~THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.~~

CONTENTS

MISCELLANEOUS ITEMS

Quorum Required

Maryland law and the Company’s Bylaws require the presence of a quorum for the ~~Meeting,~~meeting, defined as the presence ~~in person~~at the Meeting or represented by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting. Abstentions will be treated as “present” for purposes of determining ~~whether~~the presence of a quorum ~~has been reached.~~for the Meeting.

Voting Securities

~~Stockholders of record on April 20, 2016 (the “Record Date”) will be eligible to vote at the Meeting.~~ The voting securities of the Company consist of its Common Stock, ~~$.06-2/3 par value,~~ of which ~~31,570,778~~32,117,659 shares were outstanding on the Record Date. Each share of Common Stock outstanding on the Record Date will be entitled to one vote.

~~Stockholder~~Shareholder Proposals for ~~2017~~2023 Annual Meeting of Stockholders

~~From time to time, the stockholders of the Company may~~Stockholders who wish to ~~submit~~have proposals which they believe should be voted upon by the stockholders. The Securities and Exchange Commission has adopted regulations which govern the inclusion of such proposals in the Company’s annual meeting proxy materials. In order for a proposal to be eligibleconsidered for inclusion in the ~~Company’s~~Proxy Statement and form of proxy ~~statement~~ for ~~the 2017~~our 2023 annual meeting itof our stockholders pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by ~~the~~our Secretary ~~of the Company~~ at the ~~Company’s principal executive offices~~address set forth on the first page of this Proxy Statement no later than ~~January 6, 2017~~December 30, 2022. Any proposal should be addressed to our Secretary and ~~must satisfy the other requirements~~may be included in the ~~SEC regulations. With respect~~following year’s proxy materials only if such proposal complies with the rules and regulations promulgated by the SEC. Nothing in this section shall be deemed to require us to include in our Proxy Statement or our proxy relating to any annual meeting any stockholder proposal ~~intended~~that does not meet all of the requirements for inclusion established by the SEC.

In addition, our Bylaws currently require that we be given advance written notice of nominations for election as directors and other matters that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy materials in accordance with Rule 14a-8 under the Exchange Act). Our Secretary must receive such notice at the address set forth on the first page of this Proxy Statement not later than the close of business on March 25, 2023 and no earlier than February 23, 2023 for nominations and other matters to be presented at the ~~2017~~2023 annual meeting ~~but not submitted for inclusion~~of our stockholders. However, in the ~~Company’s proxy materials~~event that the 2023 annual meeting is held before May 24, 2023 or after August 22, 2023, for ~~that meeting, the proxy for such meeting will confer discretionary authority~~notice by a stockholder to ~~vote on such proposal unless the Company is notified of such proposal not later~~be timely it must be received no earlier than ~~March 22, 2017 (45~~120 days prior to the ~~anniversary~~date of the 2023 annual meeting and not later than 5:00 p.m., EDT on the later of (a) 90 days prior to the date of the 2023 annual meeting and (b) the tenth day following the day on which we first made a public announcement of the date ~~this Proxy Statement~~of such meeting.

Director Attendance at Annual Meetings of Stockholders

Each Director is ~~first being sent~~encouraged to ~~stockholders).~~attend annual meetings of stockholders. All of our directors attended the Company’s 2021 annual meeting of stockholders.

Matters Not Determined at the Time of Solicitation

The Board of Directors is not aware of any matters to come before the Meeting other than as described above. If any matter other than as described above should come before the Meeting, then the persons named in the enclosed form of ~~proxy~~Proxy Card will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment.

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Instructions for the Virtual Annual Meeting

~~Approval of any other matter that may come before~~This year our Meeting will be a completely virtual meeting. There will be no physical meeting location. The Meeting will only be conducted via live webcast. We encourage our stockholders to participate in the ~~Annual Meeting is~~Meeting. As described below, technical support will be ~~determined by the affirmative vote of a majority of all votes cast~~available to you on the ~~matter,~~Meeting date through the Meeting Platform. If you have questions about participating in ~~person~~the Meeting prior to Meeting date, please email the undersigned at mstach@balchem.com. If your questions are technical in nature, they will be referred to Balchem’s Information Technology department for resolution.

To participate in the Meeting, visit www.virtualshareholdermeeting.com/BCPC2022 and enter the 16-digit control number included on Proxy Card or ~~represented~~Materials’ Notice or on the instructions that accompanied your proxy materials. You may begin to log into the Meeting Platform beginning at 8:55 a.m. EDT on June 23, 2022. The Meeting will begin promptly at 9:00 a.m. EDT on June 23, 2022.

If you wish to submit a question, you may submit your question during the Meeting, by ~~proxy. Abstentions~~logging into the Meeting Platform at www.virtualshareholdermeeting.com/BCPC2022, typing your question into the “Ask a Question” field, and ~~broker non-votes~~clicking “Submit.”

Questions pertinent to Meeting matters will be answered during the Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Meeting matters and therefore will not be ~~counted~~answered. Any questions pertinent to Meeting matters that cannot be answered during the Meeting due to time constraints will be posted online and answered at https://balchem.com/our-company/investor-relations/. The questions and answers will be available as ~~votes cast,~~soon as practical after the Meeting and will ~~have no effect~~remain available until one week after posting.

If you encounter any technical difficulties with the Meeting Platform on the ~~vote.~~Meeting day, please call the technical support number that will be posted on the Meeting Platform. Technical support will be available starting at 8:00 a.m. EDT on June 23, 2022 and will remain available until thirty minutes after the Meeting has finished.

~~New Hampton, New York~~

				/s/ Mark A. Stach
				Mark A. Stach
				Secretary
				April 29, 2022

				New Hampton, New York

The Annual Report ~~to Stockholders of the Company for the fiscal year ended December 31, 2015~~ is being mailed or otherwise made available to ~~stockholders with these proxy materials.~~stockholders. The Annual Report does not form part of ~~these proxy materials~~this Proxy Statement for the solicitation of proxies.

			~~VOTE BY INTERNET - www.proxyvote.com~~
			Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	~~BALCHEM CORPORATION~~		~~Electronic Delivery of Future PROXY MATERIALS~~
	~~52 SUNRISE PARK ROAD~~ ~~NEW HAMPTON, NY 10958~~		If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

			~~VOTE BY PHONE - 1-800-690-6903~~
			Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

			~~VOTE BY MAIL~~
			~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

	~~KEEP THIS PORTION FOR YOUR RECORDS~~
~~THIS~~ ~~PROXYCARDISVALIDONLYWHENSIGNED AND DATED.~~	~~DETACH AND RETURN THIS PORTION ONLY~~

~~The Board of Directors recommends you vote FOR the following:~~		~~For~~	~~Withhold~~	~~For All~~	~~To withhold authority to vote for any~~
		~~All~~	~~All~~	~~Except~~	~~individual nominee(s), mark “For All~~
~~1. Election of Directors~~					~~Except” and write the number(s) of the~~
~~Nominees~~		☐	☐	☐	~~nominee(s) on the line below.~~

~~01 Dino A. Rossi~~	~~02 Theodore L. Harris~~	~~03 Matthew D. Wineinger~~

~~The Board of Directors recommends you vote FOR proposals 2 and 3.~~		~~For~~	~~Against~~	~~Abstain~~

2	~~Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year 2016.~~	☐	☐	☐

3	~~Non-binding advisory approval of Named Executive Officers’ compensation as described in the Proxy Statement.~~	☐	☐	☐

~~NOTE:~~ ~~Such other business as may properly come before the meeting or any adjournment thereof.~~

~~For address change/comments, mark here.~~			☐
~~(see reverse for instructions)~~
	~~Yes~~	No
~~Please indicate if you plan to attend this meeting~~	☐	☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~	~~Signature (Joint Owners)~~	~~Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~ ~~The Notice & Proxy Statement, Annual Report is/ are available at~~ ~~www.proxyvote.com~~.

~~REVOCABLE PROXY~~

~~BALCHEM CORPORATION~~

~~PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

~~FOR THE ANNUAL MEETING TO BE HELD JUNE 15, 2016~~

The undersigned hereby appoints Theodore L. Harris, Frank J. Fitzpatrick and William Backus, and each of them individually, as attorneys and proxies of the undersigned, with full power of substitution, at the Annual Meeting of Stockholders of Balchem Corporation scheduled to be held on June 15, 2016, and at any adjournment thereof, and to vote all shares of Common Stock of the Company which the undersigned is entitled to vote on all matters coming before said meeting. The undersigned hereby revokes all proxies previously given by the undersigned to vote at this meeting or any adjournment thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, the proxies will vote: FOR the nominees for election as directors named on this proxy card; FOR the ratification of the appointment of RSM US LLP, as the Company’s independent registered public accounting firm for the year 2016; FOR approval of the compensation of our Named Executive Officers; and in their discretion on such other matter as may properly come before the meeting.

~~Address change/comments:~~

~~(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)~~

~~Continued and to be signed on reverse side~~

NEO	2015 Target Bonus		2015 Discretionary Bonus
Ted Harris	$	400,000	$	250,000
Bill Backus	$	110,880	$	75,000
Frank Fitzpatrick	$	129,600	$	83,500
Dave Ludwig	$	88,538	$	50,000
Matthew Houston	$	55,000	$	33,500

Name	Number of Performance Shares (EBITDA) (#)⁽¹⁾	Number of Performance Shares (TSR) (#)⁽¹⁾	Number of Shares Underlying Options (#)⁽¹⁾	Exercise Price of Option Awards ($/Sh)
Theodore L. Harris	3,700	3,430	24,350	$60.85
William A. Backus	1,010	940	25,170	$60.85
Frank J. Fitzpatrick	1,150	1,070	41,080	$60.85
David F. Ludwig	1,070	990	15,730	$60.85
Matthew D. Houston	900	840	8,250	$60.85

Name and Principal Position	Year	Salary ($)		Stock Awards ⁽¹⁾ ($)		Option Awards ⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ⁽²⁾ ($)		All Other Compensation ⁽³⁾ ($)			Total ($)
Dino A. Rossi	2015	$	200,000	$	1,082,308	$	764,575	$	0	$	190,822	(a)	$	2,237,705
Chairman, (Retired	2014	$	702,000	$	286,690	$	332,750	$	827,080	$	40,154		$	2,188,675
President & CEO)	2013	$	653,352	$	229,445	$	347,757	$	481,519	$	37,226		$	1,749,298

Theodore L. Harris	2015	$	319,617	$	241,922	$	124,253	$	250,000	$	0		$	1,216,175
President & CEO

William A. Backus	2015	$	246,400	$	255,000	$	180,070	$	75,000	$	26,307	(b)	$	782,778
CFO and Treasurer	2014	$	220,000	$	95,740	$	170,891	$	96,566	$	22,735		$	605,932
	2013	$	190,000	$	55,316	$	137,193	$	58,551	$	21,559		$	462,619

Frank J. Fitzpatrick	2015	$	280,000	$	241,922	$	124,253	$	83,500	$	31,831	(c)	$	761,506
Vice President	2014	$	266,000	$	114,087	$	125,999	$	132,929	$	27,631		$	666,646
Administration, Asst. Secretary	2013	$	255,500	$	96,819	$	193,850	$	91,808	$	27,407		$	665,384

David F. Ludwig	2015	$	260,000	$	214,646	$	87,791	$	50,000	$	33,062	(d)	$	645,498
VP/GM Specialty	2014	$	252,960	$	85,575	$	93,592	$	69,796	$	29,071		$	530,994
Products	2013	$	248,000	$	78,335	$	152,635	$	20,582	$	28,755		$	528,307

Matthew D. Houston	2015	$	222,000	$	162,874	$	85,077	$	33,500	$	29,572	(e)	$	533,023
General Counsel and	2014	$	212,000	$	48,793	$	55,513	$	74,953	$	25,484		$	416,743
Secretary	2013	$	204,000	$	36,501	$	52,702	$	40,877	$	24,604		$	358,683

	Estimated Possible Payouts under Non-Equity Incentive Plan Awards ⁽¹⁾								Estimated Possible Payouts under Equity Incentive Plan Awards ⁽²⁾
Name	Threshold		Target		Stretch		Max		Threshold		Target		Max
Theodore L. Harris	$	300,000	$	600,000	$	780,000	$	1,200,000	$	450,000	$	900,000	$	1,800,000
William A. Backus	$	49,500	$	99,000	$	128,700	$	198,000	$	110,000	$	220,000	$	440,000
Frank J. Fitzpatrick	$	59,850	$	119,700	$	155,610	$	239,400	$	133,000	$	266,000	$	532,000
David F. Ludwig	$	44,268	$	88,536	$	115,097	$	177,072	$	126,480	$	252,960	$	506,000
Matthew D. Houston	$	26,500	$	53,000	$	68,900	$	106,000	$	106,000	$	212,000	$	424,000

	Mr. Harris		Mr. Backus		Mr. Fitzpatrick		Mr. Ludwig		Mr. Houston
28-Feb-16				2,500		4,769		4,142		1,863
28-Apr-16		27,000
19-Feb-17				1,447		2,456		3,081		1,466
28-Apr-17		27,000
1-Jan-18		5,100		2,090		2,270		2,150		1,810
26-Feb-18				1,000		2,031		577		1,135
19-Jun-18				5,000
19-Feb-19				1,315		2,000		1,695		1,192
		59,100		13,352		13,526		11,645		7,466

Benefits and Payments upon Termination
	Severance		ICP Bonus (1)		Acceleration of Vesting of Options and Restricted Stock (2)		Total
Voluntary termination by Mr. Harris or termination for Cause	$	0	$	600,000	$	0	$	600,000
Termination by Mr. Harris within 12 months after demotion by Company or as a result of constructive termination	$	1,200,000	$	600,000	$	3,652,580	$	5,452,580
Termination by Company following a Change of Control, except for Cause(3)	$	1,200,000	$	600,000	$	3,652,580	$	5,452,580
Voluntary termination by Mr. Harris following a Change of Control(3)	$	600,000	$	600,000	$	3,652,580	$	4,852,580
Termination by Company for any reason other than for Cause or after receipt of notice of termination from Mr. Harris	$	1,200,000	$	600,000	$	3,652,580	$	5,452,580
Death	$	0	$	600,000	$	0	$	600,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards (1)(2) ($)		All Other Compensation ($)		Total ($)
Paul Coombs	$	56,000		–		–	$	56,000
David Fischer	$	51,000		–		–	$	51,000
Edward McMillan	$	67,000		–		–	$	67,000
Perry Premdas	$	64,000		–		–	$	64,000
Dino Rossi	$	30,000		–		–	$	30,000
John Televantos	$	80,000		–		–	$	80,000
Matthew Wineinger	$	18,000		–		–	$	18,000

	(a)	(b)	(c)
Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights¹	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 (a))
Equity compensation plans approved by security holders	1,018,631	$37.31	3,792,007
Equity compensation plans not approved by security holders	-	-	-
Total	1,018,631	$37.31	3,792,007

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)

Brown Capital Management, LLC (3)*		3,249,721		10.29	%
BlackRock Institutional Trust Company, N.A. (4)*		2,749,774		8.71	%
The Vanguard Group Inc. (5)*		2,395,530		7.59	%
Neuberger Berman, LLC (6)*		1,957,920		6.20	%
Dino A. Rossi (7)*		184,572			**
David F. Ludwig (8)*		93,069			**
Frank J. Fitzpatrick (9)*		91,421			**
William A. Backus (10)*		90,144			**
Theodore L. Harris (11)*		54,252			**
Matthew D. Houston (12)*		49,737			**
Perry W. Premdas (13)*		45,861			**
Edward L. McMillan (14)*		33,134			**
John Y. Televantos (15)*		29,045			**
Paul D. Coombs (16)*		19,722			**
David B. Fischer (17)*		14,722			**
Matthew D. Wineinger (18)*		1,808			**

Totals Executive Officers/Directors (19)		707,487		2.24	%

Shares Outstanding April 1, 2016		31,574,578

	2015		2014
Audit fees (1)		923,514	$	916,253
Audit-related fees (2)		97,472		325,682
Tax fees (3)		-		32,224
Total fees	$	1,020,989	$	1,274,159

Fee paid previously with preliminary materials.

Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.