United States

Securities and Exchange Commission

Washington, DC 20589

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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¨ Definitive Proxy Statement

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¨ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12Section240.14a-12

Neogen Corporation

 

 

(Name of Registrant as Specified In Its Charter)

 

 

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

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LOGO

August 28, 201531, 2021

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 1, 2015,7, 2021, at 10:00 a.m. Eastern Time. The 2021 Annual Meeting of Shareholders will be held ata completely virtual meeting conducted via webcast. You will be able to participate in the University Club of Michigan State University, located at 3435 Forest Road, Lansing, Michigan 48909.meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2021.

The Annual Meeting will feature a report on Neogen’s business activities, voting on the election of directors and other important proposals. We also will have product displays and product demonstrations by Company personnel. On the following pages you will find the noticeNotice of the 2021 Annual Meeting of Shareholders and the proxy statement.Proxy Statement.

It is important that your shares are represented at the Annual Meeting, regardless of how many shares you own. Whether or not you plan to attend the Annual Meeting virtually, please sign, date and return the enclosed proxy cardvote your shares as soon as possible. using one of the methods listed in the Notice or Proxy Statement. Sending a proxy card will not affect your right to vote in person if you attend the meeting.meeting virtually.

Sincerely,

 

LOGOLOGO

James L. HerbertJohn E. Adent

ChairmanPresident & Chief Executive Officer

 

Your vote is important. Even if you plan to attend the meeting virtually,

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARDVOTE YOUR SHARES PROMPTLY.


LOGO

620 Lesher Place

Lansing, MI 48912

NOTICE OF 20152021 ANNUAL MEETING OF SHAREHOLDERS OF NEOGEN CORPORATION

You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 7, 2021, at 10:00 a.m. Eastern Time. The 2021 Annual Meeting of Shareholders will be a completely virtual meeting conducted via webcast. You will be able to participate in the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2021.

 

Date:October 1, 2015

            

Time:

When:

Thursday October 7, 2021 at 10:00 a.m., Eastern Time

Place:

Where:

Webcast at www.virtualshareholdermeeting.com/NEOG2021

Items of Business:

1.  The University Clubelection of Michigan State University, 3435 Forest Road, Lansing, Michigan 48909three Class I directors, each to serve for a three-year term or until his or her successor has been duly elected and qualified;

2.  To approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of Common Stock;

3.  To approve the establishment of the Neogen Corporation 2021 Employee Stock Purchase Plan;

4.  To approve, by non-binding vote, the compensation of our named executive officers;

5.  To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2022; and

6.  To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who can vote:

Holders of Neogen common shares at the close of business on the record date of August 10, 2021 are entitled to notice of, and to vote at, the meeting.

How to Vote:

Your vote is important! Please vote your shares in one of the following ways:

1.  Via the internet, by visiting www.proxyvote.com.

2.  By telephone, by calling the number on your proxy card, voting instruction form or notice.

3.  By mail, by marking, signing, dating and mailing your proxy card. No postage is required if mailed in the United States.

4.  By voting electronically during the virtual Annual Meeting at www.virtualshareholdermeeting.com/NEOG2021.

Please vote your shares promptly, even if you plan to attend the Annual Meeting. Any shareholder attending the Annual Meeting may vote virtually, even if he or she previously returned a proxy.

Attending the Meeting:

Shareholders holding shares at the close of business on the record date may attend the virtual meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/NEOG2021. To participate in the meeting, you must have the 16-digit control number that is shown on your proxy card. You will not be able to attend the Annual Meeting in person.

Items of Business:

The election of three Class I directors, each to serve for a three year term;

To approve the establishment of the Neogen Corporation 2015 Omnibus Incentive Plan;

To approve by non-binding vote, the compensation of executives;

To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2016; and

To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

All shareholders are cordially invited to attend During the meeting. At thevirtual meeting, youwe will hearpresent a report on the Company’s business and have a chanceprovide you an opportunity to virtually meet the directors and executive officers. A copy of the 2015our 2021 Annual Report is enclosed.

Only shareholders of record at the close of business on August 3, 2015 are entitledWe appreciate your continued confidence in Neogen, and look forward to notice of, and to vote at, the meeting.

Your vote is important. Please vote your shares promptly. Complete, sign, date and return your proxy card to vote your shares. Any shareholder attending the meeting may voteparticipation in person even if he or she previously returned a proxy.our virtual Annual Meeting.

 

LOGO

Steven J. Quinlan

LOGO

Amy Rocklin

Corporate Secretary

August 28, 201531, 2021


TABLE OF CONTENTS

 

   Page 

General Information

   1 

Proposal 1—Election of Directors

   45 

Proposal 2—ApprovalTo approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of Common Stock

8

Proposal 3—To approve the establishment of the Neogen Corporation 2015 Omnibus Incentive2021 Employee Stock Purchase Plan

   710 

Proposal 3—Approval,4—To approve, by non-binding vote, the compensation of executive compensationexecutives

   1315 

Proposal 4—5—Ratification of the appointment of the Company’s independent registered public accounting firm

   1417 

Security Ownership of Certain Beneficial Owners, Directors and Management

   1618 

Information about the Board and Corporate Governance Matters

17

Compensation Discussion and Analysis

   20 

Compensation Committee ReportDiscussion and Analysis

   2623 

Executive Compensation

27

Compensation of DirectorsCommittee Report

   30 

Audit Committee ReportExecutive Compensation

   3231 

Additional InformationCEO Pay Ratio

   3335 

Appendix A–Neogen Corporation 2015 Omnibus Incentive PlanCompensation of Directors

   A-136

Audit Committee Report

38

Additional Information

38 


Neogen Corporation

620 Lesher Place

Lansing, MI 48912

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

October 1, 20157, 2021

GENERAL INFORMATION

TheseWe are providing this notice and proxy materials are providedstatement to the shareholders of Neogen Corporation (“Neogen”, the “Company”, “we”, “us”, “our”) in connection with the solicitation of proxies by the Board of Directors of Neogen (the “Board”) of proxies to be usedfor use at the Annual Meeting of Shareholders (the “Annual Meeting”) of Neogen Corporation (the “Company”) to be held on Thursday, October 1, 20157, 2021 at 10:00 a.m., Eastern Time, at the University Club of Michigan State University, located at 3435 Forest Road, Lansing, Michigan 48909, and at any adjournment of the meeting. The solicitationAnnual Meeting will beginbe held virtually and can be accessed online at www.virtualshareholdermeeting.com/NEOG2021.

Due to the ongoing COVID-19 pandemic, for the safety of all our shareholders, employees and community, our 2021 Annual Meeting is being held on a virtual-only basis with no physical location. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access and exchange with the Board and management as an in-person meeting. We believe that we are observing best practices for virtual shareholder meetings, including providing a support line for technical assistance and addressing as many shareholder questions as time allows.

Our principal executive offices are located at 620 Lesher Place, Lansing, Michigan 48912. Our telephone number is 517-372-9200. These proxy materials were first furnished to shareholders on or about August 28, 2015.31, 2021.

There are fourfive proposals scheduled to be voted on at the Annual Meeting:

 

Election ofProposal to elect three Directors;Class I directors to the Board, each to serve for a three-year term or until his or her successor has been duly qualified and elected;

 

ApprovalProposal to approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of Common Stock from 120,000,000 to 240,000,000;

Proposal to approve the establishment of the Neogen Corporation 2015 Omnibus Incentive2021 Employee Stock Purchase Plan; and

 

Proposal to approve, by non-binding vote, the compensation of executives;our named executive officers; and

 

Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2016.the fiscal year ending May 31, 2022.

Revocation of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its exercise by the filing of a written notice of revocation with our Corporate Secretary, by delivering to our Corporate Secretary a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.virtually.

Voting and Solicitation

All shares represented by a properly executed proxy will be voted unless the proxy is revoked. If a choice is specified, it will be voted in accordance with that specification. If no choice is specified, the proxy holders will

vote the shares in accordance with the recommendations of the Board, which are set forth with the discussion of each matter later in this Proxy Statement. With respect to any matter not set forth on the proxy card that properly comes before the Annual Meeting, the proxy holders named in the proxy card will vote as the Board recommends or, if the Board makes no recommendation, at theirthe proxy holders’ discretion.

In summary, the Board recommends that you vote:

 

FOR the election of the nominees for Directors;directors to the Board;

 

FOR the proposal to approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase the number of authorized shares of Common Stock;

FOR the proposal to approve the establishment of the Neogen Corporation 2015 Omnibus Incentive2021 Employee Stock Purchase Plan;

 

FOR the proposal to approve, by non-binding vote, the compensation of executives;our named executive officers: and

 

FOR ratification of the appointment of BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for 2016.the fiscal year ending May 31, 2022.

All shareholders at the close of business on August 3, 2015,10, 2021, the record date for the meeting, are entitled to vote at the meeting. On August 3, 201510, 2021 there were 37,264,783107,481,509 shares of the Company’s common stock

outstanding. For each proposal, each shareholder is entitled to one vote for each share of the Company’s common stock owned at that time.

If you are a shareholder of record, you may vote your shares in one of the following ways:

1. Via the internet, by mailvisiting www.proxyvote.com.

2. By telephone, by completing, dating and signingcalling the number on your proxy card, voting instruction form, or notice.

3. By mail, by marking, signing, dating and mailing ityour proxy card. No postage is required if mailed in the envelope provided. You should signUnited States.

4. By voting electronically during the Virtual Annual Meeting at www.virtualshareholdermeeting.com/NEOG2021.

To participate in the Annual Meeting, you will need to provide the 16-digit control number included on your name exactly as it appears on the proxy card. If you do wish to participate in the Annual Meeting, please log on to www.virtualshareholdermeeting.com/NEOG2021 at least 15 minutes prior to the start of the meeting to provide time to register, download the required software, if necessary, and test your Internet connectivity. The webcast replay will be available at www.virtualshareholdermeeting.com/NEOG2021 until the 2022 Annual Meeting of Shareholders. If you access the meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.

We are signingcommitted to ensuring that our shareholders have substantially the same opportunities to participate in a representative capacity (for example,the virtual Annual Meeting as officer of a corporation, guardian, executor, trustee or custodian) you should indicate your name and title or capacity. You may also vote via the internet or telephone. Your proxy card will contain instructions for voting utilizing either of these methods.

You may also vote in personthey would at an in-person meeting. Each year at the Annual Meeting, orwe hold a question-and-answer session following the formal business portion of the meeting, during which shareholders may be represented by another personsubmit questions to us. We anticipate having such a question-and-answer session at the 2021 Annual Meeting. You can submit a question beginning 15 minutes prior to the start of the Annual Meeting and up until the time we indicate that the question-and-answer session is concluded. However, we encourage you to submit your questions before or during the formal business portion of the meeting after designating that person by executing a proper proxy.

If your shares are heldand our prepared statements, in a stock brokerage account or by a bank or other holderadvance of record, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you will receive instructions from the street name holder that you must followquestion-and-answer session, in order to have your shares voted.ensure that there is adequate time to address questions in an orderly manner.

If your shares are held in street name and you wish

In order to vote in personsubmit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the proxy card that you received in the mail. Once you have logged into the webcast at www.virtualshareholdermeeting.com/NEOG2021, type your question in the “ask a question” box and click “submit”. You may log in 15 minutes before the start of the Annual Meeting and submit questions online. We encourage you to submit any question that is relevant to the business of the meeting. Questions will be read and addressed during the Annual Meeting, as time permits.

We have provided a toll-free technical support “help line” that can be accessed by any shareholder who is having challenges logging into or participating in the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting you must obtain a proxy issued in your name fromduring the street name holder.check-in or meeting time, please call the technical support line number that will be posted on the virtual Annual Meeting login page.

The vote required, including the effect of broker non-votes and abstentions for each of the matters presented for shareholder vote, is set forth below.

If you are a beneficial owner of shares held in street name, you may submit new voting instructions by contacting your brokerage firm, bank or other holder of record.

A broker non-vote occurs when a shareholder holds his or her stock through a broker and the broker does not vote those shares. This usually occurs because the broker has not received timely voting instructions from the shareholder and the broker does not have discretionary voting power for the particular item upon which the vote is taken. Under applicable law and the New York Stock Exchange (the “NYSE”) rules and regulations, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of the Company’s independent auditors. The election of Directors,We believe the establishment of the 2015 Neogen Corporation Omnibus Incentive Plan, and the advisory vote on the Company’s compensation arrangements areother proposals may not be considered to be routine matters under applicable NYSE rules.

It is important that you instruct your broker how to vote shares held by you in street name using the votevoting instruction form provided by your broker. Your broker should vote your shares as you direct if you provide timely instructions on how to vote by following the informationinstructions provided to you by your broker.

A majority of the outstanding shares entitled to vote, in attendance virtually or by proxy, shall constitute a quorum at the Annual Meeting. A plurality of the shares votingvotes cast is required to elect Directors.directors to the Board. This means that the nominees who receive the most votes will be elected to the open DirectorBoard positions. In counting votes on the election of Directors,the Board, abstentions, broker non-votes and other shares not voted will be counted as not voted.cast.

The proposals forto approve the amendment to the Company’s restated articles of incorporation to increase the number of authorized shares, the establishment of the Neogen Corporation 2015 Omnibus Incentive2021 Employee Stock Purchase Plan, to approve by non-binding vote the compensation of executivesour named executive officers and the ratification ofto ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for 2016the 2022 fiscal year will be approved if a quorum is present for the conduct of business and a majority of the shares votedvotes cast at the meeting are voted in favor of thesuch proposal. Abstentions, broker non-votes and other shares not voted will be counted as not cast.

As to the election of Directors,directors to the Board, the three Class I nominees who receive the greatest number of votes will be elected to a three-year term. In accordance with the Company’s Governance guidelines, in an uncontested election (i.e., an election where the only nominees are those recommended by the Board of Directors)Board), any nominee for Directorthe Board who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his or her resignation to the Board of Directors for consideration in accordance with the procedures described below, following certification of the shareholder vote. The Governance Committee of the Board (the “Governance Committee”) of the Company shall promptly consider the resignation offer and recommend to the Board action with respect to the tendered resignation, which may include

accepting the resignation, rejecting the resignation but addressing the underlying cause of the “withheld” votes,

determining not to re-nominate the Directordirector in the future, or any other action the Governance Committee deems to be appropriate and in the best interests of the Company.

In considering what action to recommend with respect to the tendered resignation, the Governance Committee will take into account all factors deemed relevant by the members of the Governance Committee including, without limitation, any stated reasons why shareholders “withheld” votes for election from such Director,director, the length of service and qualifications of the Directordirector whose resignation has been tendered, the overall composition of the Board, of Directors, the Director’sdirector’s contributions to the Company, the mix of skills and backgrounds on the Board, of Directors, whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the Securities and Exchange Commission (the “SEC”) or NASDAQ Global Select Market (“NASDAQ”), and the Company’s Governance Guidelines. The Board will act on the Governance Committee’s recommendation no later than 90 days following certification of the shareholder vote. In considering the Governance Committee’s recommendation, the Board will consider the factors and possible actions considered by the Governance Committee and such additional information, factors and possible actions as the Board believes to be relevant or appropriate. To the extent that one or more Directors’directors’ resignations are accepted by the Board, the Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

PROPOSALS FOR SHAREHOLDER ACTION

PROPOSAL 1—ELECTION OF DIRECTORS

The Company’s Bylaws provide that the Company shall have at least five and no more than nine directors, with the exact number to be determined by the Board. The Board is currently comprised of nineeight directors. The directors are classified into three classes to serve for the terms set forth next to their names or until their successors have been duly qualified and elected.

Unless otherwise instructed, proxy holders will vote the proxies received by them for the election of the nominees named below. AllEach of the three nominees for director arethis year is currently Directorsa director of the Company. If any nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee designated by the Board. The Board has no reason to believe that the nominees named will be unable to serve if elected. Any vacancy occurring on the Board for any reason may be filled by vote of a majority of the Directorsdirectors then in office for the full term of the class in which the vacancy occurs.

 

Nominees

  Expiration of
Proposed Term
 

Class I:

  

Richard T. Crowder, Ph.D.James C. Borel

   2018

A. Charles Fischer

20182024 

Ronald D. Green, Ph.D.

   20182024

Darci L. Vetter

2024 

Directors continuing in office

  Expiration of
Term
 

Class II:

  

John E. Adent

2022

William T. Boehm, Ph.D.

   20162022 

Jack C. ParnellJames P. Tobin

   2016

Clayton K. Yeutter, Ph.D.

20162022 

Class III:

  

James L. HerbertRalph A. Rodriguez

   20172023 

G. Bruce PapeshCatherine A. Woteki, Ph.D.

   2017

Thomas H. Reed

20172023 

 

Name of Director

  Age   

Position

  Director
Since
 

James L. Herbert

   75    Chairman and CEO of the Company, Director   1982  

William T. Boehm, Ph.D. (1) (3)

   68    Director   2011  

Richard T. Crowder, Ph.D. (2) (3)

   76    Director   2009  

A. Charles Fischer (2) (4)

   73    Director   2006  

Ronald D. Green, Ph.D (2)

   54    Director   2014  

G. Bruce Papesh (4)

   68    Director   1993  

Jack C. Parnell (1) (2) (4) (5)

   80    Director   1993  

Thomas H. Reed (1) (4)

   70    Director   1995  

Clayton K. Yeutter, Ph.D. (3)

   85    Director   2007  

Name of Director

  Age   

Position

  Director
Since
 

John E. Adent

   52   CEO, Director   2018 

William T. Boehm, Ph.D. (1) (3*)

   75   Director   2011 

James C. Borel (3) (4)

   66   Board Chair   2016 

Ronald D. Green, Ph.D. (2*) (4)

   61   Director   2014 

Ralph A. Rodriguez (1) (2)

   54   Director   2020 

James P. Tobin (3) (*4)

   66   Director   2016 

Darci L. Vetter (*1) (4)

   48   Director   2017 

Catherine E. Woteki, Ph.D. (1) (2)

   74   Director   2020 

 

(1)

Member, Compensation Committee

(2)

Member, Stock OptionScience, Technology & Innovation Committee

(3)

Member, Audit Committee

(4)

Member, Governance Committee

(5)Lead Independent Director

* Denotes Committee Chair

The following is a brief summary of the business experience for at least the past five years of each of the nominees and for the current members of the Board.

Nominees for the Board of Directors:

Dr. Richard T. CrowderJames C. (Jim) Borel retired in 2016 from DuPont, where he was first elected to the Board in 2009. He currently serves as Thornhill Professor of Agricultural Trade at Virginia Tech University. From September 2008 until June 30, 2013, he served as adjunct professor of Agricultural Economics at Virginia Tech University. From May 2007 until April 2008, he served as a Senior Adviser to the United States Trade Representative. From January 2006 until May 2007, he served as United States Chief Agriculture Negotiator with the rank of Ambassador. Prior to this appointment, he served as Chief Executive Officer of the American Seed Trade Association from 2002 to 2006. For five years, he served as Senior Vice President of International for DeKalb Genetics Corporation (later acquired by Monsanto) and for two years as Executive Vice President of Armour-Swift-Eckrich. He was appointed by President George H.W. Bush to serve from 1989 until 1992 as Under Secretary2009 and a member of the United States Department of Agriculture responsible for international affairs and commodity programs. Dr. Crowder held various senior management positions with Pillsbury Company (now part of General Mills) for 14 years, including internal board level responsibilities with Burger King Corporation and Steak and Ale Corporation. He currently serves on the Board of Trusteescompany’s Office of the Farm FoundationChief Executive, with responsibility for the agriculture and food ingredients businesses of DuPont as well as the advisory boardcorporate functions of AGR Partners. He previously served on the Board of Soo Line Corporation, Penford Corporation, Commodity Credit Corporation,Sustainability and Rural Telephone Bank. Dr. Crowder holds B.S. and M.S. degrees from Virginia Tech University and a Ph.D. from Oklahoma State University. Dr. Crowder’s more thanGovernment Affairs. Mr. Borel has over 40 years of experience in the food, agriculture and tradefood industry, with extensive international experience including three assignments abroad and responsibilities extending beyond the United States for over 25 years. Mr. Borel is a member of the board of directors of Farmers Edge, JUST, Inc. and the Renewable Energy Group. He is also a member of the board of advisors for Sajjan India, Ltd. and the boards of trustees for University of the Delaware and the Alpha Gamma Rho Educational Foundation. Mr. Borel is a National Association of Corporate Directors Board Leadership Fellow, demonstrating his commitment to the highest standards of boardroom excellence. His knowledge of the agricultural and food industries provides greatand his international experience bring significant value and insight to the Board.

A. Charles Fischer served as President and CEO of Dow AgroSciences and as a member of Dow Chemical Company’s Executive Management Team until his retirement in 2004. HeDr. Ronald D. Green,Ph.D. was elected to the Boardappointed Chancellor of the CompanyUniversity of Nebraska-Lincoln in October 2006. Mr. Fischer’s career with Dow Chemical spanned 37 years and included assignments in South America, Europe, the Middle East and Africa. He served as president of CropLife International and CropLife America, as chairman of the National FFA Foundation andApril 2016. Prior to that appointment, he was associated in various capacities with the Central Indiana Life Sciences Initiative and the Biotechnology Industry Organization. Mr. Fischer’s management experience, and in particular his international experience, is most highly valued by the Board.

Dr. Ronald D. Green is the Harlan Vice Chancellor of the Institute of Agriculture and Natural Resources and Vice President for Agriculture and Natural Resources of the University of Nebraska system since 2010. HeDr. Green served as senior global director of technical services at Pfizer Animal Health’s animal genomics business from 2008 to 2010. He was on the faculty at Texas Tech University and Colorado State, and was the national program leader for animal production research for the USDA’s Agricultural Research Service and executive secretary of the White House’s interagency working group on animal genomics within the National Science and Technology Council. In that role, he was a leader in the international bovine, porcine and ovine genome sequencing projects. Dr. Green is a past president of the American Society of Animal Science (“ASAS”) and the National Block and Bridle Club, and has served in a number of leadership positions for the U.S. Beef Improvement Federation, National Cattlemen’s Beef Association, National Pork Board, Federated Animal Science Societies, and the National Research Council. HeDr. Green was named a fellow of ASAS in 2014. Dr. Green’s experience in genomics and animal production research brings great value and insight to the Board.

Darci L. Vetter is General Manager and Vice Chair for Food, Agriculture and Trade at Edelman, a global communications firm. She previously served as an international trade consultant and Diplomat in Residence at the University of Nebraska-Lincoln. In July 2014, she was appointed as the Chief Agricultural Negotiator for the U.S. Trade Representative; she held the position until January 2017. From 2010 to 2014, she served as Deputy Under Secretary of Agriculture for Farm and Foreign Agricultural Services and, from 2007 to 2010, she was an International Trade Advisor on the U.S. Senate Committee on Finance. Prior to working in the Senate, Ms. Vetter held numerous roles at the Office of the United States Trade Representative, including Director for Agricultural Affairs from 2005 to 2007. Ms. Vetter received a B.A. from Drake University and an M.P.A. and Certificate in Science, Technology, and Environmental Policy from the Woodrow Wilson School of Public and International Affairs at Princeton University. Her experience in international trade and agriculture brings significant value to the Board.

The Board of Directors recommends a vote FOR“FOR” the above nominees.

Other current members of the Board:

John E. Adent joined the Company as Chief Executive Officer on July 17, 2017, and was also named President on September 22, 2017. Prior to joining the Company, Mr. Adent served as the Chief Executive Officer of Animal Health International, Inc., formerly known as Lextron, Inc., from 2004 to 2015, also serving as its President during that time. Animal Health International was sold to Patterson Companies, Inc. in 2015, and Mr. Adent served as the Chief Executive Officer of the $3.3 billion Animal Health Division of Patterson Animal Health from that period until his resignation from that company on July 1, 2017. Mr. Adent began his career with management responsibilities for Ralston Purina Company, developing animal feed manufacturing and sales operations in China and the Philippines. When Ralston Purina spun off that business to Agribrands, he continued his management role in the European division in Spain and Hungary, serving as managing director of the Hungarian operations. Mr. Adent left Ralston Purina in 2004.

Dr. William T. Boehm, Ph.D. is a retired vice presidentSenior Vice President of The Kroger Co. and former senior economistSenior Economist for the President’s Council of Economic Advisors under President Carter.Presidents Carter and Reagan. Dr. Boehm joined The Kroger Co. in 1981 as Director of Economic Research and held positions of increasing responsibility with that company until his retirement in 2008. During the 1990s,1990’s, he held senior executive positions in both procurementProcurement and logistics with KrogerLogistics and

was made Senior Vice President and a Corporate Officer. In 2004, Dr. Boehm was promoted to Senior Vice President of the Kroger Manufacturing Division in 2004. Dr. Boehmwhere he had responsibility for 35 food manufacturing plants and approximately 6,000 associates. He served on the Boardboard of the International Dairy Foods AssociationGreatwide Logistics from 2009-2015 and the Milk Industry Foundation, and was a member of the Council of Logistics Management and the Private Label Manufacturing Association. He currently serves on the Boardsboards of Great Wide Logistics,FLM Harvest, a trucking and logistics services company, FLM, afood industry leading strategic planning, issues management and advertising firm, specializing in providing services to agricultural firms, and GLK Foods, a producer, processor and marketing firm specializing inmarketer of specialty food products including sauerkraut. He remains active in professional associations and academia. Dr. Boehm’s wealth of experience in agriculture and virtually all aspects of the food service industry make him well qualified to serve on the Board.

Ralph A. Rodriguez is currently an executive-in-residence at Summit Partners, a global private equity firm based in Boston, Mass. Mr. Rodriguez works with Summit’s technology team to identify new investment opportunities within growth-stage technology companies. Prior to joining Summit in October 2019, he was a research scientist at Facebook, where he led Applied Identity and Intelligence. From 2015-2018 he was the co-founder and CTO of Confirm.io, an ID authentication company, which Facebook acquired in March 2018. Prior to Confirm.io, Mr. Rodriguez founded: Blue Hill Research, a global IT Market research firm; cybersecurity companies Delfigo Security and Invenio; and NTA, a patent, copyright and trademark licensing and research firm. He also served as a public company CTO/CIO at Brooks Automation, C-bridge Internet Solutions, and Excelon Corporation. As the longest-serving ASP Fellow at the Massachusetts Institute of Technology, he pioneered research on artificial intelligence, cloud, mobile, neural science and security technologies at the MIT Media Lab and Harvard-MIT Health Sciences and Technology departments. He currently serves on the Boards of Corvium and Strategic Cyber Ventures. Previously, he served as a director at the Academy of Applied Science, Veramark Technologies, and the Technology Expense Management Industry Association. Mr. Rodriguez is a U.S. Army intelligence veteran of the Persian Gulf War in 1990, a life member of the Veterans of Foreign Wars, as well as a holder of 20 U.S. patents and international patent applications. His extensive technological knowledge and experience bring significant value to the Board.

James L. Herbert isP. Tobin spent more than 31 years with Monsanto, beginning his career in 1983 and holding leadership roles across the company, including positions in sales management, marketing, new product development, seed integration and industry affairs. His last leadership role, prior to retirement in 2014, was Vice President, Industry Affairs. Mr. Tobin has worked to advance agriculture through leadership roles in key organizations, including serving as Chairman of the Board and Chief Executive Officer of the Company. Previously he was President, Chief Executive Officer, and a Director of the Company since he joined Neogen in June 1982. He resigned as President in 2006, but remained CEO and was named Chairman at that time. PriorAmerican Seed Trade Association from 2005 to joining Neogen, he held the position of Corporate Vice President of DeKalb Ag Research, a major agricultural genetics and energy company.2006. He has management experiencealso supported youth in animal biologics, specialized chemical research, medical instruments, aquaculture, animal nutrition,agriculture, focusing on leadership development through his work with the Missouri and poultry and livestock breeding and production.

G. Bruce Papesh was elected to the Board in October 1993 and was the Company’s Secretary from October 1994 to October 1999. Since 1987,National 4-H Foundations. Mr. Papesh has served as President of Dart, Papesh & Company, Inc., member SIPC and FINRA, an investment consulting and financial services firm. Mr. Papesh also served until October 1, 2001 on the Board of Immucor, Inc., an immunodiagnostics company that manufactures and markets productsTobin is a Governor for the human clinical blood bank industry. Mr. Papesh has experience in the investment securities industry and in financial analysis which contributes greatly to the Board.

Jack C. Parnell was elected to the Board in October 1993 and was elected Chairman of the Board in October 2001. In 2006, Mr. Parnell resigned as Chairman, but remainedIowa State University Foundation, a Director. Since 1991, he has held the position of Governmental Relations Advisor with the law firm of Kahn, Soares and Conway in Sacramento, California. In 1989, Mr. Parnell was appointed by President George H. W. Bush to serve as Deputy Secretarypast board member of the U.S. Department of Agriculture. From 1983 to 1989, he served in three different senior governmental positions for the state of California, including SecretaryGrain Council, a past board member and chairman of the California Department of FoodFarmHouse Fraternity Foundation and Agriculture from 1987 to 1989. Mr. Parnell’s service in senior governmental positions in the state of California and U.S. Department of Agriculture allows him to uniquely advise the Board and management on matters of government relations and regulation. It is because of this experience as well as his general business knowledge that he is most valuable as a member of the Board.

Thomas H. Reed was elected to the Board in October 1995 and served as the Company’s Secretary from October 1999 to October 2007. From 2009 to 2010 he was a consultant to the President of JBS Packerland North America. From 2003 to 2009, Mr. Reed was Senior Vice President of JBS Packerland, a beef processing company and its successor companies, Smithfield Foods, Beef Division, and JBS Packerland North America. Prior to assuming that position, he served as Vice President of Michigan Livestock Exchange Marketing, a division of Southern States Cooperative, Inc. and prior to that as President and Chief Executive Officer of the Michigan Livestock Exchange. Mr. Reed is a former member of the Board of the National Livestock Producers Association and is a former chairman of the Michigan State University Board of Trustees. Mr. Reed’s experience in animal processing and general agriculture provide insight and value to the Board.

Dr. Clayton K. Yeutter was first elected to the Board in October 2007. Dr. Yeutter was actively involved in his family’s ranching and cattle feeding operation in Nebraska until 2011.Farm Foundation Roundtable. He currently serves as a senior advisermanaging director of The Yield Lab II, a St Louis based fund investing in agricultural startups. His knowledge of the agricultural industry and his business acumen bring significant value to the Board.

Dr. Catherine Woteki, Ph.D. holds positions as Professor of Food Science and Human Nutrition at Iowa State University and Visiting Distinguished Institute Professor in the Biocomplexity Institute of the University of Virginia. She served as Chief Scientist and Under Secretary for USDA’s Research, Education, and Economics (REE) mission area from 2010 to 2016. Prior to joining USDA, Dr. Woteki served as Global Director of Scientific and Regulatory Affairs for Mars, Incorporated, where she managed the company’s regulatory policy on matters of health, nutrition, and food safety. From 2002 to 2005, she was Dean of Agriculture and also head of the Agricultural Experiment Station at Iowa State University. Dr. Woteki served as the first Under Secretary for Food Safety at the law firm Hogan Lovells. He has also served in sub-cabinet or cabinet-level positions under four presidentsUSDA from 1997 to 2001, where she oversaw the safety of meat, poultry and egg products. Dr. Woteki is a member of the United States, with his last position as SecretaryNational Academy of Agriculture under President George H.W. Bush. Dr. Yeutter isMedicine and a former CEOfellow of the Chicago Mercantile ExchangeAmerican Association for the Advancement of Science and hethe American Society for Nutrition. Dr. Woteki brings experience in regulatory science and science policy to the Board.

PROPOSAL 2—TO APPROVE AN AMENDMENT TO THE COMPANY’s RESTATED ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Board has also servedunanimously approved, and recommended that our shareholders approve, an amendment to the Company’s Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of the Company’s Common Stock, $0.16 par value per share (the “Common Stock”), from 120,000,000 to 240,000,000.

Article III of the Company’s Articles of Incorporation presently provides for an authorized capitalization of the Company of 120,000,000 shares of Common Stock with $0.16 par value per share and a series of preferred stock consisting of 100,000 shares with a $1.00 par value per share. Following the Company’s 2-for-1 stock split, effected as a 100% stock dividend on June 4, 2021, as of the Boardsrecord date of August 10, 2021 there were 107,481,509 shares of Common Stock issued and outstanding, with 3,075,000 additional shares of Common Stock reserved for issuance upon exercise of outstanding stock options and vesting of restricted stock units, as well as additional shares available for award under the Company’s employee benefit plans; no shares of preferred stock were outstanding at that date. The Board of Directors of Caterpillar, Texas Instruments, Weyerhaeuserthe Company ConAgra Foodshas proposed an amendment to Article III of the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 120,000,000 to 240,000,000. The approval of this proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock requires the affirmative vote of the holders of the majority of the outstanding shares of Common Stock as of the Record Date.

The Board of Directors believes the authorized share increase is necessary and Zurich Financial Services, among several others. He currently serves onadvisable in order to maintain our financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment. If the proposal is approved by the shareholders of the Company, the additional 120,000,000 shares of Common Stock so authorized will be available for issuance by the Board for stock splits (such as the most recently issued stock splits in December 2017 (4-for-3) and in June 2021 (2-for-1)) or stock dividends, potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, raising additional capital, or other corporate purposes. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance shareholder value or that they will not adversely affect the Company’s business or the trading price of Burlington Capital Groupthe Common Stock. Other than issuances pursuant to employee benefit plans and Rural Media Group, both privately held. As Neogen’s international tradecurrently outstanding stock options and restricted stock units, the Board has grownno current plans to a much higher level, his global insight isissue any of great value to the managementshares that would be authorized by this proposal. The Company does not anticipate that it would seek authorization from the shareholders for issuance of such additional shares unless required by applicable law or regulation.

The increase in the authorized number of shares of Common Stock and the Board.subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the shareholders. Shares of authorized and unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the authorized shares of Common stock be used as a type of anti-takeover device. Any additional Common Shares, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding. There are no preemptive rights available to shareholders in connection with the issuance of any such shares.

Vote Required

The approval of this proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock to 240,000,000 requires the affirmative vote of the holders, as of the Record Date, of the majority of the outstanding shares of Common Stock. Abstentions and broker non-votes, if applicable, will have the same effect as votes against this proposal.

The Board recommends that shareholders vote “FOR” the approval of the proposed amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock to 240,000,000.

PROPOSAL 2—3—TO APPROVE THE ESTABLISHMENT OF THE NEOGEN CORPORATION 2015 OMNIBUS INCENTIVE2021 EMPLOYEE STOCK PURCHASE PLAN

The Board recommends that shareholders voteFOR theManagement is seeking shareholder approval of the establishment of the Neogen Corporation 2015 Omnibus Incentive Plan (the “2015 Plan”).

The2021 Employee Stock Purchase Plan. Under the plan, the Company currently maintainswill grant eligible employees the Amended and Restatedright to purchase Neogen Corporation 2007 Stock Option Plan (the “2007 Plan”). Available awards under the 2007 Plan include options and upon approvalcommon shares through payroll deductions at a price equal to 95 percent of the 2015 Plan, all subsequent awardslesser of equity or equity rights would be granted under the 2015 Plan, and no further awards would be made under the 2007 Plan.

As discussed in this proxy statement, grants to employees of stock incentives are an important part of the Company’s compensation program, providing a basis for long-term incentive compensation and helping to tie together the interests of the Company’s shareholders with those of the Company’s directors and employees. Accordingly, the Board has adopted the 2015 Plan, and in accordance with the rules of the Nasdaq Global Select Market (the “NASDAQ”) and the requirements of the Internal Revenue Code, the Company is seeking the approval of the shareholders of the adoption of the 2015 Plan.

The 2015 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 3,000,000 shares of the Company’s stock, but only 500,000 shares may be subject to awards of performance shares, performance share units, restricted stock, restricted stock units, unrestricted shares or other awards pursuant to which the participant need not pay to the Company the grant date fair market value of each shareNeogen Corporation common shares on the first or last day of the offering period. If the plan is approved by shareholders, the first offering period will begin on December 1, 2021. After that, there will be consecutive six-month offering periods until July 13, 2031 or until the plan is terminated by the Board, if earlier. Rights to buy common shares will not be granted or exercised under the plan if shareholder approval of the plan is not obtained by December 1, 2021.

The purpose of the plan is to encourage employee stock ownership by offering employees rights to purchase Neogen Corporation common shares at discounted prices and without payment of brokerage costs. Management believes that the plan offers a convenient means for Neogen Corporation employees who might not otherwise own Neogen Corporation common shares to purchase and hold such an investment. Management also believes that the discounted sale feature of the plan offers a meaningful incentive to participate, and that employees’ continuing economic interests as shareholders in Company performance and success should further enhance entrepreneurial spirit and contribute to the Company’s potential for growth and profitability. The Board of Directors adopted the plan on July 13, 2021 subject to the grant in connection with the exerciseshareholder approval. A copy of the award. All 3,000,000 shares may be used forplan is attached as Appendix A to this Proxy Statement. The Description of the grant of incentive stock options, nonqualified options or stock appreciation rights under the Plan. AwardsPlan below is qualified in its entirely by reference to be settled solely in cash (or in the case of restricted stock units or performance units that may be settled in cash, if actually settled in cash) shall not count against the shares reserved for issuance under the 2015 Plan. If an award under the 2015 Plan of restricted stock, restricted stock units or performance units is forfeited, the common shares covered by any such award would again become available for issuance under new awards. On the other hand, the 2015 Plan prohibits share recycling in connection with net settlement of options or stock appreciation rights, shares delivered or withheld to pay the exercise price or withholding taxes under options or stock appreciation rights, and shares repurchased on the open market with the proceeds of a stock option exercise.

The 2015 Plan prohibits the repricing of options. This provision relates to both direct repricings (i.e., lowering the exercise price of an option) and indirect repricings (i.e., canceling an outstanding option and granting a replacement or substitute option with a lower exercise price, or exchanging options for cash, other options or other awards). The repricing prohibition also applies to stock appreciation rights. The 2015 Plan also prohibits the cash repurchase of underwater options or stock appreciation rights.plan.

As of the Record Date, the total numberclosing sale price of Neogen Corporation common shares of common stock which may be issued upon the exercise of outstanding stock options under the 2007 Plan is 1,988,000, none of which will be affected by the adoption of the 2015 Plan. However, if any stock options are forfeited under the 2007 Plan, those shares will not be available for issuance as new awards under the 2015 Plan.

was $42.55. As of the Record Date approximately 608 domestic and foreign employees participate in the plan. The plan has two components: (i) a component that is intended to be an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code with respect to domestic employees of the Company had 37,264,783 sharesor of entities which are or are treated for tax purposes as corporate subsidiaries of the Company; and (ii) a component that need not qualify under Section 423 with respect to foreign employees (and/or domestic employees of entities which are or are treated for tax purposes as non-corporate subsidiaries of the Company). In foreign jurisdictions, local laws may mandate that the Board authorize features of the Plan that preclude qualification of the Plan under Section 423 of the Internal Revenue Code. The description below applies to the Section 423 component of the Plan for qualifying domestic employees; the non-Section 423 component of the Plan for foreign employees may include provisions that differ from the description below to the extent required, in the judgment of the Company, by local law.

Vote Required

Management is seeking shareholder approval to qualify the domestic component of the plan for qualifying employees as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code and the related regulations. To be considered approved under Section 423, the plan must be approved by a majority of the votes cast by the holders of common stock outstanding.shares entitled to vote on the proposal. Abstentions, withheld votes and broker non-votes will not be deemed votes cast in determining approval of this proposal and will not have the effect of a vote for or against the proposal. They will be counted in determining the number of common shares present or represented by proxy in determining whether a quorum is present at the Annual Meeting.

A description of the provisions of the 2015 Plan is set forth below. This summary is qualified in its entirety by the detailed provisions in the 2015 Plan, which is attached to this proxy statement as Appendix A.

General Description of the 2015 Plan

Overview. Shares Subject to the Plan

The purposesplan covers 1,000,000 common shares. If any purchase right under the plan expires or terminates without having been exercised in full, the underlying common shares that were not purchased are again available under the plan unless the plan has been terminated. To prevent dilution or enlargement of the 2015 rights of participants under the plan, appropriate adjustments will be made if any change is made to outstanding common

shares by reason of any stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, merger, reorganization, recapitalization, dividend in property other than cash, large non-recurring cash dividend, liquidating dividend or other change in common shares where no consideration is received. Shares are automatically acquired by participants as of the last day of the applicable purchase period, unless the participant’s employment has terminated or there are insufficient shares available under the plan.

Plan Participants

All full-time employees of Neogen Corporation and its designated subsidiaries, are (a)eligible to provide incentivesparticipate in the plan unless after the grant of purchase rights under the plan, the employee would own, directly or by attribution, stock, purchase rights or options to purchase stock representing three percent or more of the total combined voting power or value of all outstanding classes of stock.

Participation in the plan is voluntary and is dependent upon each eligible employee’s election to participate and his or her determination as to the desired level of participation, subject to the plan’s limits. Eligible employees become participants in the plan by authorizing payroll deductions for ourthat purpose no later than ten calendar days after the beginning of an offering period. Participation is effective for payrolls after the beginning of the applicable offering period. Newly-hired or re-hired employees may become participants in the plan by encouragingauthorizing payroll deductions within 180 days after their ownershipdate of hire. Participants cannot be granted purchase rights which exceed $25,000, based on the fair market value of the stock (at the time of grant), for each calendar year in which such purchase rights are outstanding. All employees who participate in the plan shall have the same rights and (b)privileges under the plan except for differences mandated by local law.

Payroll Deductions

Participants may purchase shares generally only by means of payroll deduction ranging from 1 to aid us (and our affiliates)10 percent of the participant’s total compensation during the offering period. Total compensation means, in retaininggeneral, wages, salaries, variable compensation and other amounts received from Neogen Corporation or its subsidiaries for personal services rendered to the Company or its subsidiaries as an employee, including commissions, bonuses and salary or bonus reduction contributions to plans under Section 401(k) or Section 125 of the Internal Revenue Code. After initial enrollment in the plan, payroll deductions will continue from offering period to offering period and cannot be changed or withdrawn unless the participant elects a different contribution percentage, elects to terminate his or her payroll deductions or becomes ineligible to participate in the plan, or the Company determines it is necessary to change or terminate such employees, upon whose efforts our successparticipation in order to comply with the requirements of the plan or Code Section 423. The amounts deducted will be credited to the participant’s account under the plan, but no separate account to hold such amounts will be established and no interest on the deducted amounts will be paid. Deducted amounts may be commingled with the Company’s general assets and may be used for general corporate purposes. The amounts will, therefore, be subject to the claims of creditors and any applicable liens on assets.

Purchase Rights and Purchases

On the first day of each offering period, the Company is deemed to grant each participant a non-transferable option to purchase, on the last day of the offering period, as many common shares as the participant can purchase with the payroll deductions credited to his or her account during that period. The option to purchase will be exercised automatically on the last day of the offering period.

If insufficient shares remain available in any offering period under the plan, the shares available will be allocated pro rata among the participants in that offering period in proportion to the relative amounts in their accounts, subject to rounding to allocate only whole common shares. Any amounts not applied to the purchase of common shares will be refunded to the participants after the end of the offering period without interest.

Withdrawal

A participant may withdraw from the plan (i.e., terminate his or her payroll deductions) by providing notice to the Plan Administrator at any time prior to 10 business days before the end of the current offering period. The participant may elect to stop his or her future growth depends,payroll deductions under the plan and use the amounts already credited to attract otherthe participant’s account under the plan to purchase whole common shares at the end of the offering period or may elect to continue his or her participation in the plan through the end of the current offering period but terminate his or her participation for subsequent offering periods. A participant who withdraws from the plan will not be eligible to rejoin the plan for the offering period underway at the time of withdrawal, and will have to re-enroll in the plan should such individuals.individual wish to resume participation in a subsequent offering period. Withdrawal does not entitle a participant to a refund of sums previously collected from the participant during the offering period (except in connection with the termination of employment).

Termination of Employment

If a participant ceases to be an employee for any reason during an offering period, his or her outstanding option to purchase common shares under the plan will immediately terminate, his or her payroll deductions will immediately cease, and all amounts previously collected from the participant during the offering period will be refunded.

Administration.

The 2015 Planplan is administered by our Stock Option Committee (the “Committee”), which works closely with our Compensation Committee, although the Board may administerof Directors of Neogen Corporation and/or any committee (such as the 2015 Plan, in whole or in part, in certain circumstances. SubjectCompensation Committee) of at least two directors to which our Board of Directors has delegated any of its duties under the plan. The Board determines the commencement and termination date of the offering of common shares under the plan and is authorized, among other things, to interpret the terms of the 2015 Plan,plan, establish rules for the Committee may select participants to receive awards, determine the types of awards and terms and conditions of awards and interpret provisionsadministration of the 2015 Plan. plan and correct or reconcile any defect or inconsistency in the plan.

The CommitteeBoard or the committee may delegate all or part of its authority to administer the plan to the Plan Administrator, who may further delegate the routine operations of the plan. Except for fees to withdraw shares in the form of certificates and to sell shares through a broker, the costs and expenses incurred in the administration of the plan and the maintenance of accounts with the custodian of the plan will be paid by the Company.

Sale or Distribution of Common Shares Acquired Under the Plan

Participants may elect to have the plan custodian or a broker-dealer selected by the Company hold the common shares they acquire under the plan and may sell those shares as of the first business day of any fiscal quarter. Brokerage commissions in connection with such a sale will be borne by the participant. Alternatively, participants and former participants may, at their expense, withdraw the shares held for them and have certificates issued in their name as of the first business day of any fiscal quarter.

Non-Assignability

Neither payroll deductions credited to a subcommitteeparticipant’s account nor any rights to acquire common shares under the plan may be assigned, transferred, pledged or otherwise disposed of directors and/by participants other than by will or officers, the authoritylaws of descent and distribution and rights to grant or administer awards to persons who are not then reporting persons under Section 16acquire common shares may be exercised only by a participant during the lifetime of a participant. The plan custodian will maintain accounts only in the names of the Exchange Act.participants.

Shares of Common Stock Reserved for Issuance Under the 2015 Plan. There are 3,000,000 shares of our common stock reserved for issuance under the 2015 Plan, and no awards have yet been granted under the 2015 Plan. The closing price of our common stock as reported by the NASDAQ on the Record Date was $57.45.

Amendment

Eligibility and Share Limitations. Awards may be made under the 2015 Plan to our employees, directors and consultants as determined by the Committee to be in our best interests, provided that only employees shall be eligible to receive incentive stock options. We currently anticipate that approximately 160 persons may receive awards in fiscal 2015 under the 2015 Plan. The maximum number of common shares subject to options, stock appreciation rights or other share awards that may be awarded under the 2015 Plan to any person is 200,000 per the Company’s fiscal year. The maximum performance award opportunity that may be awarded to any person under the 2015 Plan relating to performance units and payable in cash is $1,000,000 per each fiscal year.

Amendment or Termination of the Plan. Unless terminated earlier, the 2015 Plan shall terminate on the 10th anniversary of the date the 2015 Plan is approved by the Company’s shareholders. The Board may terminate or amend the 2015 Planplan and any rights to acquire common shares under the plan at any time and for any reason, in its discretion. However, notime; provided, however:

such termination or amendment may adverselynot impair any rights and obligations under rights to acquire common shares previously granted under the rightsplan without the consent of grantees with respectthe affected participants, and

any amendment that increases the number of shares reserved for issuance under the plan (except for allowable adjustments in the event of changes to outstanding awards. Amendments will be submittedcommon shares or for changes the plan authorizes the Board or the Plan Administrator to make) or changes to the eligibility requirements for participation in the plan, is subject to shareholder approval to the extent required by the CodeInternal Revenue Code.

Change in Control of the Company

If the Company is acquired or other applicable laws, rules or regulations.are otherwise involved in a change in control transaction of the kind described in the plan, the Board may without the consent of any participant:

Types of Awards Available for Grant

cancel each outstanding right to acquire common shares under the 2015 Planplan and refund all sums previously collected from participants under the canceled rights; or

cause each participant to have his or her outstanding rights to acquire common shares under the plan exercised immediately before that transaction and thereby have the balance of his or her account applied to the purchase of whole common shares at the purchase price in effect for the offering period, which would be treated as ending on the effective date of such transaction; or

cause the acquiring or surviving entity (or its parent company) to assume or continue participants’ purchase rights or to provide similar substitute rights.

Options. If the Company merges with another entity and survives the merger, each participant is entitled to receive, for each share purchased upon exercise of rights to acquire common shares under the plan, the securities or property that a holder of common shares was entitled to receive upon the merger.

United States Federal Income Tax Consequences

The 2015 Plan permitsfollowing is a general summary of the grantingmaterial United States federal income tax consequences to the Company and to participants in respect of optionsthe Internal Revenue Code Section 423 component of the plan, based on the Internal Revenue Code as currently in effect. This summary is necessarily general in nature and does not purport to be complete.

The plan is intended to be an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code. That section provides that a participant in the plan will generally realize no taxable income as a result of the grant or exercise of rights to acquire common shares under the plan. Amounts deducted from a participant’s compensation to purchase shares of common stock intended to qualify as incentive stock options under the Code and also optionsplan are taxable income to purchase commonparticipants in the year in which the amounts would otherwise have been received.

If the shares that do not qualify as incentive stock options (“non-qualified options”). The exercise priceacquired under the plan are sold by the participant more than two years after the grant of each option may not be less than 100%the applicable right (i.e., the beginning of the applicable offering period), the participant will recognize in the year of the sale ordinary compensation income in an amount equal to the lesser of (1) the amount by which the fair market value of the common shares onat the datetime the purchase right was granted exceeds the purchase price (i.e., the discount below fair market value as of grant. In the casebeginning of certain 10% shareholders who receive incentive options, the exercise price may not be less than 110% ofapplicable offering period), or (2) the amount, if any, by which the fair market value of the common shares at the time of the sale exceeds the purchase price. The participant’s tax basis in the shares purchased will increase by the amount recognized as ordinary compensation income and any further gain recognized on the date of grant. Options granted under the 2015 Plan may generally notsale will be sold, transferred, pledged or assigned other than by will or under applicable laws of descent and distribution.

The term of each option is fixed by the Committee and may not exceed 10 years from the date of grant (or five years in the case of incentive stock options granted to 10% shareholders). The Committee determines at what time or times each option may be exercised. Excepttreated as otherwise set forth in an award agreement, options are generally forfeited upon a termination of a participant’s employment or service for cause, and a participant will generally have up to (i) 90 days to exercise any vested option for a termination for any reason other than cause, death or disability, and (ii) one year to exercise any option for a termination due to death or disability.

Options may be made exercisable in installments.capital gain. In general, an optionee may pay the exercise price of an option by cash or certified check, and the Committee is authorized to permit the exercise price to be paid by net share settlement, broker assisted cashless exercise, tendering common shares already owned, or any other form permitted by the Committee and applicable laws, rules and regulations. The Committee may impose blackout periods on the exercise of any option to the extent required by applicable laws.

Restricted Stock. The 2015 Plan permits the granting of restricted stock. Restricted stock awards consist of shares of common stock granted subject to forfeiture if specified holding periods and/or performance targets are not met. The Committee determines the holding periods and/or performance targets. Prior to the end of the restricted period, restricted stock may not be sold, assigned, pledged, or otherwise disposed of or hypothecated by participants, and may be forfeited in the event of termination of employment or service. During the restricted period, the restricted stock entitles the participant to all of the rights of a shareholder, including the right to vote the shares and the right to receive any dividends thereon.

Performance Awards. Performance units and performance shares may also be granted under the 2015 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the Committee are achieved. The Committee may establish performance goals in its discretion within the parameters of the 2015 Plan, which, depending on the extent to which they are met, will determine the degree of granting, vesting and/or payout value of performance units and performance shares. The Committee may impose additional conditions on an award to qualify it as performance-based compensation within the meaning of Section 162(m) of the Code (as described below). While the performance units and performance shares remain unvested, a participant may not sell, assign, transfer, pledge or otherwise dispose of the securities, subject to specified limitations.

Other Awards. The Committee may also award under the 2015 Plan:

stock appreciation rights, which are rights to receive a number of shares of common stock or, in the discretion of the Committee, an amount in cash or a combination of common shares and cash, based on the increase in the fair market value of the common shares underlying the right over the market value of such common shares on the date of grant (or over an amount greater than the grant date fair market value, if the Committee so determines) during a stated period specified by the Committee not to exceed 10 years from the date of grant;

restricted stock units, which are substantially similar to restricted shares but result in the issuance of shares of common stock upon meeting specified holding periods and/or performance targets, rather than the issuance of the common shares on the grant date; and

unrestricted stock, which are shares of common stock granted without restrictions.

Compliance with Section 162(m) of the Code. Section 162(m) of the Code limits publicly-held companies to an annual deduction for U.S. federal income tax purposes of $1,000,000 for compensation paid to its chief executive officer and the three highest compensated executive officers (other than the chief executive officer and chief financial officer) determined at the end of each year (the “covered employees”). However, performance-based compensation may be excluded from this limitation. The 2015 Plan is designed to permit the Committee to grant awards that qualify for purposes of satisfying the conditions of Section 162(m).

Business Criteria. The Committee could use one or more of the following business criteria to measure Company, affiliate, and/or business unit performance for a performance period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index), in establishing performance goals for awards to “covered employees” if the award is intended to satisfy the conditions of Section 162(m):

net sales;

earnings or earnings per share;

net income;

return on capital;

return on assets;

return on shareholders’ equity;

increases in the market price of shares;

achieving a level of market share;

achieving specified reductions of costs or targeted levels of costs;

achieving specified improvements in collection of outstanding accounts or specified reductions in non-performing debts;

achieving a level of cash flow;

introducing products into new markets;

acquiring or retaining customers;

achieving a level of productivity within one or more business units;

completing specified projects within or below the applicable budget;

completing acquisitions or dispositions of other businesses or assets, or integrating acquired businesses or assets;

expanding into other markets;

scientific or regulatory achievements; and

implementation, completion or attainment of measurable objectives with respect to research, development, patents, inventions, products, projects or facilities and other key performance indicators.

The Committee is authorized to exclude one or more of the following items in establishing such performance measures, provided any such determination is made within the applicable time period required by Section 162(m) of the Code: (1) extraordinary items outside the ordinary course of business, including acquisitions, dispositions, restructurings; (2) accounting policy changes required by the U.S. Securities and Exchange Commission or the U.S. Financial Accounting Standards Board; (3) the effect of any change in the outstanding common shares by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, share repurchase, combination or exchange of common shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; and (4) such other objective criteria established by the Committee within the applicable time period required by Section 162(m) of the Code or other applicable laws.

Dividends or Dividend Equivalents for Performance Awards. Notwithstanding anything to the foregoing herein, the right to receive dividends, dividend equivalents or distributions with respect to a performance award will only be granted to a participant if and to the extent that the underlying award is earned.

Effect of Change in Control. The Committee may in its discretion provide for the accelerated vesting, lapse of restrictions, or cash-out of any outstanding award in connection with a change in control and may require that a Participant incur a termination of employment or service in connection with such treatment. Notwithstanding the foregoing, the Committee may not pay cash for any underwater options or SARs.

Forfeiture Provisions. The Committee may provide by rule or regulation or in any award agreement, or may determine in any individual case, the circumstances in which awards shall be paid or forfeited in the event a participant ceases to be employed by us, or to provide services to us, prior to the end of a performance period, period of restriction or the exercise, vesting or settlement of such award. Except as set forth for options, generally the 2015 Plan provides that various awards will be forfeited if not earned or vested upon termination, unless otherwise provided for in an award agreement.

In addition, unless otherwise specified in an award agreement, the Committee retains the right to cause a forfeiture of awards upon any breach or violation of agreements, policies or plans of the Company as well as to the extent permitted by applicable law or regulations.

Adjustments for Stock Dividends and Similar Events. The will make appropriate adjustments in outstanding awards and the number of shares of common stock available for issuance under the 2015 Plan, including the individual limitations on awards, to reflect dividends, splits, extraordinary cash dividends and other similar events.

U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2015 Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Incentive Stock Options. The grant of an incentive stock option will not be a taxable event for the participant or for the employer. A participant will not recognize taxable income upon exercise of an incentive option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of common shares received pursuant to the exercise of an incentive option will be taxed as long-term capital gain if the participant holds the common shares for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). The employer will not be entitled to any compensation expensea deduction for federal income tax purposes with respect to such sale.

However, if the exercise of an incentive option, except as discussed below.

Forshares acquired under the exercise of an option to qualify forplan are sold by the foregoing tax treatment,participant within two years after the grant must be made by the employee’s employer or a parent or subsidiary of the employer. The employee must remain employed from the date the option is granted through a date within three months before the date of exercise of the option. If a participant sells or otherwise disposes of the common shares acquired without satisfying the holding period requirement (known as a “disqualifying disposition”),applicable right, the participant will recognize ordinary compensation income uponin the dispositionyear of such sale, the common shares in an amount generallyof which will equal tothe lesser of (i) the excess of the fair market value of the commonshares on the date the shares were purchased (i.e., the end of the applicable offering period) over the purchase price for those shares, or (ii) the amount, if any, by which the fair market value of the shares at the time of sale exceeds the option was exercised overpurchase price. The participant’s tax basis will increase by the option exercise price (but not in excess of theamount recognized as compensation and any further gain realized onupon the sale). The balance of the realized gain, if any,sale will be capital gain. The employerIn general, the Company will generally be allowedentitled to a compensation expense deduction tofor federal income tax purposes at the extent that the participant recognizes ordinary income.

Non-Qualified Options. The granttime of an option will not besuch a taxable event for the participant or for the Company. Upon exercising a non-qualified option, a participant will recognize ordinary incomesale in an amount equal to the difference betweenordinary compensation income recognized by the exercise price andparticipant. However, if the fair market valueparticipant is the principal executive officer of the common shares onCompany, the date of exercise. Upon a subsequent sale or exchange of common shares acquired pursuant to the exercise of a non-qualified option, the participant will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basisprincipal financial officer of the common shares (generally,Company or one of the amount paid forCompany’s three most highly compensated employees (other than the common shares plusprincipal executive officer or the amount treated as ordinary income at the time the option was exercised). The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

Restricted Stock. A participant who is awarded restricted stock will not recognize any taxable income for U.S. federal income tax purposesprincipal financial officer) in the year of the award, provided that the shares are subject to restrictions (that is, the restricted shares are nontransferable and subject to a substantial risk of forfeiture). However, the participant may elect under Section 83(b) of the Code to recognize compensation income (which is ordinary income)sale or in theany prior year of the award in an amount equal to the fair market value of the common shares on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the participant does not make such a Section 83(b) election, the fair market value of the common shares on the date the restrictions lapse (less the purchase price, if any)beginning after December 31, 2016, no deduction will be treated as compensation income to the participant and will be taxable in the year the restrictions lapse and dividends or distributions that are paid while the common shares are subject to restrictions will be subject to withholding taxes. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

Restricted Stock Units. There are no immediate tax consequences of receiving or vesting in an award of restricted stock units under the 2015 Plan; however, restricted stock units are subject to the Federal Insurance

Contribution Act tax upon vesting (based on the fair market value of the common shares on the vesting date). A participant who is awarded restricted stock units will recognize ordinary income upon receiving common shares or cash under the award in an amount equal to the fair market value of the common shares at the time of delivery or the amount of cash. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

Performance Shares, Performance Units and Other Stock Unit Awards. A participant generally will recognize no income upon the receipt of a performance share or performance unit. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of settlement in an amount equal to the cash received and/or the fair market value of any substantially vested common shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described above under “Restricted Stock.” The Company generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, exceptavailable to the extent such deduction is limitedthe participant’s total ordinary compensation income during that year exceeds $1 million.

Existing Plan

Upon the expiration of any existing six-month offering period following approval of the 2021 Plan by applicableshareholders, additional grants under the existing 2011 plan will be terminated and grants under the new Plan will begin. The financial provisions of the Code.

Stock Appreciation Rights. There2021 plan are no immediate tax consequences of receiving an award of stock appreciation rights under the 2015 Plan. Upon exercising a stock appreciation right, a participant will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common shares on the date of exercise. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

Dividend or Dividend Equivalents. A participant will recognize taxable income, subject to withholding of employment tax, upon receipt of a dividend equivalent in cash or in shares of stock. Similarly, a participant who receives restricted stock, and does not make an election under Section 83(b) of the Code with respect to the stock, will recognize taxable ordinary income, subject to withholding of employment tax, upon receipt of dividends on the stock. If the participant made a Section 83(b) election, the dividends will be taxable to the participant as dividend income.

Unrestricted Stock. Participants who are awarded unrestricted stock will be required to recognize ordinary income in an amount equal to the fair market value of the common shares on the date of the award, reduced by the amount, if any, paid for such common shares. The Company will generally be entitled to a compensation expense deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

Withholding. To the extent required by law, and except as provided otherwise by the Committee, we will utilize the net share method of settlement or withhold from any amount paid in settlement of an award, the amount of withholding and other taxes due or take other action as we deem advisable to enable ourselves to satisfy withholding and tax obligations related to any awards.

New Plan Benefits

Awards under the 2015 Plan will be made at the discretion of the Committee, although no awards have been made to date. Accordingly, we cannot currently determine the amount of awards that will be made under the 20152011 Plan. We anticipate that the Committee will utilize the 2015 Plan to continue to grant long-term equity incentive compensation to employees similar to the awards described in this proxy statement.

Registration with SEC

The Company intends to file a registration statement with the SEC pursuant to the Securities ActBoard of 1933, as amended, covering the offering of the stock under the 2015 Plan.

The BoardDirectors recommends that youshareholders vote “FOR”FOR the approval of the establishment of the Neogen Corporation 2015 Omnibus Incentive Plan.

PROPOSAL 3—4: TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF EXECUTIVES

The “Compensation Discussion and Analysis” section of this Proxy Statement describes, among other things, the Company’s executive compensation policies and practices. Securities laws require that shareholders be given the opportunity to express their approval of the compensation of Company executives, as disclosed in this Proxy Statement.Statement, and therefore, we are providing this advisory Proposal as required by Section 14A of the Exchange Act. Under the legislation that requires this vote, the shareholder vote is notneither binding on the Board ornor the Company and may not be construed as overruling any decision made by the Board or the Company or as creating or implying any change in the fiduciary duties owed by the Board. However, the Board values the views of shareholders and intends to take the outcome of this annual shareholder advisory vote into consideration when making future executive compensation decisions.

Therefore, at the Annual Meeting, shareholders will be given the opportunity to vote, on an advisory (non-binding) basis, to approve the compensation of the named executive officers as disclosed in this Proxy Statement under “Compensation Discussion and Analysis” and the “Summary Compensation Table.” This vote proposal is commonly known as a “say-on-pay”“say-on-pay” proposal and gives shareholders the opportunity to endorse or not endorse the executive pay program. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement. Shareholders are encouraged to read the full details of the Company’s executive compensation program, including the primary objectives in setting executive pay, under “Compensation Objectives,” as described in this Proxy Statement.

In a non-binding advisory vote on the frequency of the say-on-pay proposal held at our 2017 Annual Meeting of Shareholders, shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors considered by the Board, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, to be held no later than 2023.

The Company evaluates the compensation of its executives at least once each year to assess whether compensation policies and programs are achieving their primary objectives. Based on its most recent evaluation, the Board believes the Company’s executive compensation programs achieve these objectives, including aligning the interests of management with those of shareholders, and are therefore worthy of shareholder support. In determining how to vote on this proposal, shareholders should consider the following:

 

  

Independent Compensation Committee. EightSeven of our nineeight current directors are deemed independent pursuant to applicable NASDAQ standards. ThreeFour of these independent directors serve on the Compensation Committee. Meetings of the Compensation Committee include executive sessions in which management is not present.

 

  

Performance-Based Incentives. Total compensation for executives is structured so that a majoritysignificant portion of the total earning potential is derived from performance-based incentives.

 

  

Stock Options.Option and Restricted Stock Units. A significant percentagemajority of our executives’ total compensation is paid in the form of stock options and restricted stock units that vest over a five yearfive-year period. These stock awards help align the executives’ interests with longer term shareholder returns and also serve to help retain the services of executives.

 

  

No Conractual Severance Payments. If employment is terminated without cause, executives are not contractually entitled to “golden parachute” or other executive severance payments upon termination.

For these reasons, the Board of Directors recommends that you voteFOR “FOR” the adoption of the following resolution:

“RESOLVED, that the shareholders of Neogen Corporationthe Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the rulesItem 402 of the SEC,Regulation S-K, including the

Compensation Discussion and Analysis, compensation tables and the Summary Compensation Tablenarrative discussion set forth in the Company’s Proxy Statement for its 20152021 Annual Meeting of Shareholders.”

Vote Required

The proposal to approve the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the votes cast on the proposal.

PROPOSAL 4—5—RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

During fiscal 2014, theThe Company’s Audit Committee (the “Audit(“Audit Committee”) completedhas appointed BDO USA, LLP (“BDO”) to serve as the independent registered public accounting firm for the Company for the fiscal year ending May 31, 2022. While not required, the Company is submitting the appointment to the shareholders for their ratification as a competitive process to reviewmatter of good corporate practice. The affirmative vote of a majority of the votes cast at the Annual Meeting on the proposal is required for ratification. The Board recommends that shareholders vote “FOR” ratification of the appointment of BDO as the Company’s independent registered public accounting firm for fiscal 2022. If the year ending May 31, 2014. Asappointment is not ratified, it will be considered as a result of this process, in February 2014,recommendation that the Audit Committee dismissed Ernstconsider the appointment of a different firm to serve as independent registered public accounting firm for the 2022 fiscal year. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and Young LLP (“EY”) from that role and engagedits shareholders.

Relationship with BDO

BDO has acted as the Company’s independent registered public accounting firm.firm for eight years. BDO performedhas advised that neither the third quarter review andfirm nor any of its members or associates has any direct financial interest or any material indirect financial interest in the annual audit forCompany or any of its affiliates other than as auditors. Representatives of BDO are expected to be available during the full year ended May 31, 2014, and reviewed all quarters and performedAnnual Meeting, with the annual audit for the year ended May 31, 2015.

EY’s audit report on the Company’s financial statements for the year ended May 31, 2013 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the year ended May 31, 2013 and the subsequent interim periods through February 14, 2014, there were no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY’s satisfaction, would have caused EYopportunity to make referencea statement, and will also be available to the subject matter in connection with their reports on the Company’s financial statements for such years; and (ii) there were no reportable events, within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.respond to appropriate questions.

EY addressed a letter to the SEC stating whether or not EY agreed with the Company’s statements above. A copy of this letter was filed as Exhibit 16.1 to the Company’s Form 8-K filed with the SEC on February 14, 2014.

In addition, during the year ended May 31, 2013, and the subsequent interim periods through February 14, 2014, neither the Company, nor any party on the Company’s behalf, consultedThe fees billed by BDO with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The following is a summary of fees billed by BDO and EY for the fiscal years ended May 31, 20152021 and 2014:2020 are as follows:

 

   2015   2014 

Audit Fees

    

Audit Fees EY (1)

  $18,000    $78,800  

Audit Fees BDO (1)

  $297,250     241,728 
  

 

 

   

 

 

 

Total Audit Fees

  $317,250    $320,528  

Audit-Related Fees

   4,400    —   

Tax Fees

   —      —   

All Other Fees

   —      —   
  

 

 

   

 

 

 
  $321,650    $320,528  
   2021   2020 

Audit Fees

  $525,306   $484,140 

Audit-Related Fees

   —      —   

Tax Fees (1)

   159,000    152,475 

All Other Fees

   —      —   
  

 

 

   

 

 

 
  $684,306   $636,615 

 

(1)EY performed the first

Includes tax compliance work and second quarter reviews for fiscal 2014; BDO performed the third quarter review and the audit for the full year ended May 31, 2014, and then reviewed all quarters and performed the annual audit in fiscal 2015. EY performed limited procedures in 2015 sufficient to provide authorization to include their opinion on the 2013 financial statements in the Company’s 2015 Annual Report on Form 10-K.miscellaneous consulting.

Audit Fees include amounts billed for the annual audit of the Company’s fiscal year consolidated financial statements,Consolidated Financial Statements, the audit of internal controls over financial reporting, the review of the consolidated financial statements

Consolidated Financial Statements included in the Forms Form 10-Q, issuance of consent letters in connection with registration statements and consultations concerning accounting matters associated with the annual audit.audit and related expenses. Audit-Related Fees include amounts billed for general accounting consultations and services that are reasonably related to the annual audit. In connection with its review and evaluation of non-audit services, the Audit Committee is required to and does consider and conclude that the provision of non-audit services is compatible with maintaining the independence of BDO.

Under its charter, the Audit Committee must pre-approve all audit and non-audit services to be performed by BDO. In the event management wishes to engage BDO to perform non-audit services, a summary of the proposed engagement is prepared detailing the nature of the engagement, the reasons why BDO is the preferred provider of the services and the estimated duration and cost of the engagement. The Audit Committee reviews and evaluates recurring non-audit services and proposed fees as the need arises at their regularly scheduled committee meetings. At subsequent meetings, the Audit Committee receives updates regarding the services actually provided and management may present additional services for approval. The Audit Committee has delegated to the Chairman or, in his absence, any other member of the Audit Committee, the authority to evaluate and approve projects and related fees of up to $10,000, if circumstances require approval between meetings of the Audit Committee. Any such approval is reported to the full Audit Committee at its next meeting.

The Audit Committee has appointed BDO to serve as the independent registered public accounting firm for the Company for 2016. While not required, we are submitting the appointment to the shareholders for their ratification as a matter of good corporate practice. The affirmative vote of a majority of the votes cast at the Annual Meeting on the proposal is required for ratification.

The Board of Directors recommends that shareholders vote FOR ratification of the appointment of BDO as the Company’s independent registered public accounting firm for 2016.

If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the year 2016. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its shareholders.

Relationship with BDO USA, LLP

Fiscal 2015 was the second year that BDO was engaged as the Company’s independent registered public accounting firm. BDO has advised the Board that neither the firm nor any of its members or associates has any direct financial interest or any material indirect financial interest in the Company or any of its affiliates other than as auditors. Representatives of BDO are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

Principal Shareholders

The following table sets forth certain information, as of August 3, 2015,10, 2021, with respect to beneficial ownership of common stock by the only persons known by the Company to be the beneficial owner of more than 5% of the Company’s common stock. On August 10, 2021, there were 107,481,509 shares of the company’s stock outstanding.

 

Name and Address of Beneficial Owner

  Number of Shares
Beneficially Owned
   Percent of
Class (%)
 

Brown Capital Management, Inc.

   4,888,048     13.1

1201 North Calvert Street

    

Baltimore, MD 21202

    

Black Rock Global Investors

   3,182,058     8.5

400 Howard Street

    

San Francisco, CA 94105

    

The Vanguard Group

   2,522,693     6.8

100 Vanguard Boulevard

    

Malvern, PA 19355

    

Riverbridge Partners, LLC

   1,869,726     5.1

801 Nicollet Mall Suite 600

    

Minneapolis, MN 55402

    

Name and Address of Beneficial Owner

  Number of Shares
Beneficially Owned
   Percent of
Class %
 

Brown Capital Management, LLC (1)

   12,965,092    12.10

1201 North Valvert Street

    

Baltimore, MD 21202

    

Black Rock Institutional Trust Company, N.A. (2)

   12,242,418    11.40

400 Howard Street

    

San Francisco, CA 94105

    

The Vanguard Group, Inc. (3)

   10,209,410    9.50

100 Vanguard Boulevard

    

Malvern, PA 19355

    

Wasatch Advisors, Inc. (4)

   6,569,232    6.11

100 Vanguard Boulevard

    

Malvern, PA 19355

    

(1)

Based on Schedule 13G/A filed with the SEC on February 12, 2021. This report includes 12,965,092 shares beneficially owned by Brown Capital Management, LLC (“Brown Capital”) and 7,095,028 shares beneficially owned by The Brown Capital Management Small Company Fund (the “Fund”), a registered investment company, which is managed by Brown Capital. Brown Capital has sole power to vote 8,200,514 shares and sole power to dispose of 12,965,092 shares, and the Fund has sole power to vote and dispose of 7,095,028 shares.

(2)

Based on Schedule 13G/A filed with the SEC on February 11, 2021. This report includes holdings of various subsidiaries of the holding company, and includes ownership of more than 5% of our common stock by Black Rock Fund Advisors. Black Rock, Inc. has sole power to vote 12,036,180 shares and sole power to dispose of 12,242,418 shares.

(3)

Based on Schedule 13G/A filed with the SEC on February 8, 2021. This report includes holdings of various subsidiaries of the holding company. The Vanguard Group, Inc. has shared power to vote 243,542 shares, sole power to dispose of 9,880,254 shares and shared power to dispose of 329,156 shares.

(4)

Based on Schedule 13G/A filed with the SEC on February 11, 2021 and NASDAQ ownership statistics. Wasatch Advisors, Inc. has sole power to vote and dispose of at least 5,001,652 shares.

Security Ownership of Directors and Executive Officers

The following table sets forth certain information about the ownership of the Company’s common stock as of August 3, 201510, 2021 held by the current directors, each nominee for director, the executive officers named in the Summary Compensation Table under “Executive Compensation” and all executive officers and directors as a group. Unless otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers with respect to the securities listed below.

 

Name

  Number of
Shares
Owned (1)
  Right to
Acquire (2)
   Total   Percentage of
Outstanding
Shares
 

James L. Herbert

   1,223,487(3)   143,500     1,366,987     3.6

William T. Boehm, Ph.D.

   6,000    13,000     19,000     *  

Richard T. Crowder, Ph.D.

   1,500    24,250     25,750     *  

A. Charles Fischer

   4,500    13,000     17,500     *  

Ronald D. Green, Ph.D.

   —      1,667     1,667     *  

G. Bruce Papesh

   19,696    40,000     59,696     *  

Jack C. Parnell

   21,555    8,500     30,055     *  

Thomas H. Reed

   1,531    22,000     23,531     *  

Clayton K. Yeutter, Ph.D

   500    28,750     29,250     *  

Richard E. Calk, Jr.

   5,425    —       5,425     *  

Stephen K. Snyder (4)

   —      —       —       *  

Steven J. Quinlan

   6,807(5)   12,000     18,807     *  

Edward L. Bradley

   182,530(6)   53,429     235,959     *  

Terri A. Morrical

   39,632(7)   36,751     76,383     *  

Executive officers and directors as a group (13 persons)

   1,513,163    396,847     1,910,010     5.1

Name

  Number
of Shares
Owned 
  Right to
Acquire (1)
   Total   Percentage of
Outstanding
Shares
 

John E. Adent

   40,603   73,566    114,169    * 

William T. Boehm, Ph.D.

   20,958   45,444    66,402    * 

James C. Borel

   4,850   32,878    37,728    * 

Ronald D. Green, Ph.D.

   3,360   37,324    40,684    * 

Douglas E. Jones

   960   4,516    5,476    * 

Jerome L. Hagedorn

   628   19,466    20,094    * 

Jason W. Lilly, Ph.D.

   20,000(2)   22,664    42,664    * 

Steven J. Quinlan

   27,939(3)   72,498    100,437    * 

James P. Tobin

   11,000   34,998    45,998    * 

Darci A. Vetter

   —     25,444    25,444    * 

Katherine E. Woteki, Ph.D.

   —     1,544    1,544    * 

Executive officers and directors as a group (18 persons)

   167,814   391,790    559,604    * 

 

*

Less than 1%

(1)Excludes shares that may be acquired through stock option exercises.
(2)

Includes shares that may be acquired within 60 days of August 3, 201510, 2021 upon exercise of options and restricted stock units pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(3)(2)

Includes 195,205 shares held in trust for the spouse of James L. Herbert, and 138,000 shares held by a limited liability company, of which Mr. Herbert has a minority financial ownership, and disclaims beneficial ownership.

(4)Mr. Snyder resigned from the Company effective July 31, 2014.
(5)Includes 5,62011,666 shares held in the Neogen Corporation 401(k) Retirement Savings Plan.

(6)(3)

Includes 21,01823,777 shares held in the Neogen Corporation 401(k) Retirement Savings Plan.

(7)Includes 28,182 shares held in the Neogen Corporation 401(k) Retirement Savings Plan.

INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE MATTERS

The Company is managed under the direction of its Board. The Board conducts its business through meetings of the Board and its committees. The Board held fiveseven meetings, and there were a total of eighteen19 committee meetings during fiscal 2015.2021. Each director attended more than 75% of the total meetings of the Board and the committees on which he or she served in fiscal 2015.2021. Directors of the Board are expected to attend the Annual Meeting of shareholders unless they have a schedule conflict or other valid reason. All of the current Board members attended the 2014virtual 2020 Annual Meeting.

Independent Directors

A director is not considered independent unless the Board determines that he or she meets the NASDAQ independence rules and has no material relationship with the Company, either directly or indirectly, through any organization with which he or she is affiliated that has a relationship with the Company. Based on a review of the responses of the directors and nominees to questions about employment history, affiliation andaffiliations, family and other relationships, and on discussions with the directors and nominees, the Board has determined that each of the following currently serving directors and nominees areis independent as defined in the NASDAQ independence rules: Dr. Boehm, Dr. Crowder, Mr. Fischer,Borel, Dr. Green, Mr. Papesh,Rodriguez, Mr. Parnell, Mr. Reed,Tobin, Ms. Vetter and Dr. Yeutter.Woteki.

Board Committees

The Board has four committees. The current membership, number of meetings held during 2015fiscal 2021 and the function performed by each of these committees are described below. None of the members of any of the committees is or ever has been an employee of the Company. The Board has determined that each committee member meets the independence standards for that committee within the meaning of applicable NASDAQ and SEC regulations.

Compensation CommitteeMr. ReedMs. Vetter (Chair), Mr. Parnell and Dr. Boehm, currentlyMr. Rodriguez, and Ms. Woteki are current members of the Compensation Committee, which met three times during 2015.fiscal 2021. In October 2020, the responsibilities of the Stock Option Committee were absorbed by the Compensation Committee and the Stock Option Committee was eliminated. The purpose of the Compensation Committee is to assist the Board in discharging its overall responsibilities relating to executive compensation.compensation and the Company’s stock-based compensation plans. The Committee engages an independent advisor to assist it in performing this role. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the chief executive officerChief Executive Officer and other executive officers prior toat the beginning of each year, evaluates current year performance in light of those goals and establishes compensation levels for the upcoming year, including salary and bonus targets. The Committee also evaluates option grants and any other equity-based awards under the terms of the 2018 Plan. Company management provides recommendations to the Compensation Committee concerning compensation, including stock options or any other equity awards, of officers.officers and also recommends equity-based awards for other employees, subject to the approval of the Compensation Committee. The Compensation Committee has a charter, which is available in the “Investor Relations” section on the Company’s website.website at www.neogen.com.

Stock Option Committee—Mr. Parnell (Chair), Dr. Crowder, Mr. Fischer and Dr. Green currently are members of the Stock Option Committee, which met once during 2015. The purpose of the Stock Option Committee is to assist the Board in discharging its overall responsibilities relating to the Neogen Corporation Stock Option Plan. In connection with the approval of the 2015 Omnibus Incentive Plan, the Stock Option Committee will thereafter evaluate option grants under the 2015 Plan. The Stock Option Committee determines the amount of grants, if any, to be made to the chief executive officer. Management provides recommendations to the Stock Option Committee concerning stock option awards for officers and other employees.

Governance Committee—Mr. PapeshTobin (Chair), Mr. Fisher, Mr. ReedBorel, Dr. Green, and Mr. ParnellMs. Vetter serve on the Governance Committee, which met foursix times during 2015.fiscal 2021. The Governance Committee provides a leadership role in shaping the governance of the Company, and providesproviding oversight and direction with respect to the function and operation of the Board. The Governance Committee also provides oversight on management succession, human resources practices, risk management, and environmental, health and safety issues. The Governance and Audit Committees had a joint meeting in January 2021, focusing on risk mitigation in areas such as cybersecurity, insurance coverage, and revisions of and compliance with policies relating to the Foreign Corrupt Practices Act, conflicts of interest, code of conduct, and ethics. The Governance Committee is also providing guidance on the Company’s Environmental, Social and Governance (“ESG”) initiative, which was formalized in fiscal 2021.

The Governance Committee recommends to the Board criteria for selecting new directors; the enumeration of skills that would be advantageous to add to the Board; the appropriate mix of inside and outside directors;

ethnicity and gender of directors; and size of the Board. The Board considers factors such as whether or not a potential candidate: (1) possesses relevant expertise; (2) brings skills and experience complementary to those of the other members of the Board; (3) has sufficient time to devote to the affairs of the Company; (4) has demonstrated excellence in his or her field; (5) has the ability to exercise sound business;business judgment; (6) has the commitment to rigorously represent the long-term interests of the Company’s shareholders; (7) possesses a diverse background and experience, including with respect to race, age and gender; (8) possesses high ethical standards and integrity; and (9) such other factors as the Governance Committee may consider from time to time.

The Governance Committee identifies persons qualified to become directors and, as appropriate, recommends candidates to the Board for its approval. Board composition is reviewed periodically to ensure that the Board reflects the knowledge, experience and skills required for the Board to fulfill its duties. The Governance Committee’s charter requires that the Governance Committee take diversity (including specifically both ethnicity and gender) of directors into account in performing its functions. It identifies persons qualified to become directors and, as appropriate, recommends candidates to the Board for its approval. In assembling a pool of potential candidates from which to make recommendations to the Board, the Committee endeavors to include women and minority candidates. As required by NASDAQ, the SEC or such other applicable regulatory requirements, a majority of the Board is comprised of independent directors. At the direction of the Board of Directors, the Governance Committee manages the CEO selection process, and ultimately recommends one or more candidates for consideration by the Board. For further information, see the charter of the Governance Committee which is available in the “Investor Relations” section of the Company’s website atwww.neogen.com.

The Governance Committee generally relies on multiple sources for identifying and evaluating Board nominees, including referrals from the Company’s current directors and management. The Governance Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company’s by-laws. The Committee will evaluate nominees recommended by shareholders against the same criteria.

In searching for candidates to fill Board vacancies, the Governance Committee is committed to identifying the most capable candidates who have experience in the areas of expertise needed at that time and meet the criteria for nomination. The Governance Committee has in the past entertained and encouraged the candidacy of qualified women and minorities and will continue to do so.

Audit Committee—Dr. YeutterBoehm (Chair), Dr. CrowderMr. Borel and Dr. BoehmMr. Tobin are currently are members of the Audit Committee, which oversees the Company’s financial reporting process on behalf of the Board. The Audit Committee meets with management and the Company’s independent registered public accounting firm throughout the year and reports the results of its activities to the Board of Directors. The Audit Committee met tennine times during 2015.fiscal 2021. Further information regarding the role of the Audit Committee is contained in its charter which is available in the “Investor Relations” section of the Company’s website atwww.neogen.comwww.neogen.com; and also see “Audit Committee Report” in this Proxy Statement. The Board has determined that all current members of the Audit Committee are “audit committee financial experts” for purposes of applicable SEC rules.

Lead Director/Science, Technology and Innovation Committee— Dr. Green (Chair), Mr. Rodriguez, and Ms. Woteki serve on the Science, Technology and Innovation Committee, which was formed as a new committee in fiscal 2021 to help guide the Board in overseeing the development of new products, services and business models. In discharging these responsibilities, the committee reviews and evaluates the strategic goals and objectives of the Company’s research and development programs, including the monitoring and evaluation of emerging technologies, and assists the Board with its oversight responsibility for enterprise risk management in areas affecting the Company’s research and development, including scientific ethics and conduct. Company

management met with Committee members during fiscal 2021 to collaborate on the Committee’s charter, which is available in the “Investor Relations” section on the Company’s website at www.neogen.com.

Chairman/Executive Sessions of Non-Management Directors

Mr. Parnell has been designatedBorel, as Chairman of the Lead Independent Director, with responsibility for coordinatingBoard, coordinates the activities of the other independent directors. Mr. Parnelldirectors; in that role, he chairs all executive sessions of the Board.

Mr. HerbertAdent does not attend the executive sessions except upon request. At least one executive session of the Board is held annually.

Management’s Role in Determining Executive Compensation

The Compensation Committee makes all final decisions regarding officer compensation. Management’s involvement in determining executive compensation is limited to the Chief Executive Officer making

recommendations on compensation for members of the executive management team.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as an officer or employee of the Company at any time.

Compensation Committee Interlocks and Insider Participation

No executive officer serves as a member of the compensation committee of any other company that has an executive officer serving as a member of the Company’s Board. None of the Company’s executive officers serves as a member of the Board of any other company that has an executive officer serving as a member of the Compensation Committee.

Board Leadership and Role in Risk Management

The Board of Directors oversees the Company’s risk management. This oversight is administered primarily through the Board’s review and approval of the management business plan, including the projected opportunities and challenges facing the business; periodic review by the Board of business developments, strategic plans and implementation, liquidity and financial results; the Board’s oversight of succession planning, capital spending and financings;financing; the Audit Committee’s oversight of the Company’s internal controls over financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy of internal controls and financial reporting (and related reports to the full Board); the Governance Committee’s leadership in the evaluation of the Board and committees and its oversight of identified risk areas of the Company; and the Compensation Committee’s review and approvals regarding executive officer compensation and its relationship to the Company’s business plan, as well as its review of compensation plans generally and the related risks.

Board Leadership

Mr. Borel serves as the Chairman of the Company’s Board; as Chairman, he chairs all executive sessions of the Board. Mr. Adent serves as the Company’s President and Chief Executive Officer. The Board has concluded that this leadership structure is appropriate for the Company at this time.

Contacting the Board

Shareholders and other interested persons may communicate directly with the Board or any individual director on a confidential basis by mail to Board of Directors, Neogen Corporation, 620 Lesher Place, Lansing, Michigan 48912, Attention: Board Secretary. All such communications will be received directly by the Secretary of the Board and will not be screened or reviewed by any other Company employee.

Code of Conduct and Ethics

The Company has adopted a Code of Conduct applicable to all Company employees, officers and directors, including specifically the Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Corporate Controller,

in the performance of their duties and responsibilities. The Code of Conduct is posted on the Company’s website atwww.neogen.com in the “Investor Relations” section and will be mailed or emailed to any shareholder upon request to the Corporate Secretary at 620 Lesher Place, Lansing, Michigan 48912.

Certain Relationships and Related Party Transactions

The Board, acting as a committee of the whole, approves or ratifies transactions involving directors, executive officers or principal shareholders, or members of their immediate families or entities controlled by any of them, or in which they have a substantial ownership interest, in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules. Such transactions include employment of immediate family members of any director or executive officer. Management advises the Board of any such transaction that is proposed to be entered into or continued and seeks Board approval. In the event any such transaction is proposed for which a decision is required prior to the next regularly scheduled meeting of the Board, it may be presented to the Audit Committee Chair for approval, in which event the decision will be reported to the full Board at its next meeting. There were no related party transactions in excess of $120,000 in fiscal 2015.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

Named executive officers (“NEOs”) for SEC reporting purposes are:

 

Name

  

Title

James L. HerbertJohn E. Adent

  

ChairmanPresident & Chief Executive Officer

Richard E. Calk, Jr. (1)

President & Chief Operating Officer

Stephen K. Snyder (2)

Former President & Chief Operating Officer

Steven J. Quinlan

  

Vice President & Chief Financial Officer

Edward L. BradleyDouglas E. Jones

  

Vice President Food Safety Operations

& Chief Commercial Officer

Terri A. MorricalJason W. Lilly, Ph.D.

  

Vice President, Animal SafetyInternational Business

Jerome L. Hagedorn

Vice President, North American Operations

(1)Mr. Calk joined the Company, effective December 8, 2014.
(2)Mr. Snyder resigned from the Company, effective July 31, 2014.

Brief biographies of the NEOs, with the exception of Mr. Herbert,Adent, follow. Mr. Herbert’sAdent’s biography is included in “Proposal I Election1-Election of Directors.”

Richard E. Calk, Jr., age 52, joined the Company as President and Chief Operating Officer in December 2014. During his career in the food and chemical industries, Mr. Calk has held senior leadership positions in a number of large, international companies including Kelco, Roquette America, and DSM Food Specialties. Mr. Calk has extensive experience in sales and marketing and has managed the development of a number of new food and agriculture related products. His experience also includes the establishment of new operations throughout Asia, Europe, North and South America. Prior to joining Neogen, he was employed at Nexeo Solutions from 2013 to 2014, and held the position of Vice President Chemicals. From 2009 to 2013, he was Vice President of Commercial Operations at Solutia Inc.

Stephen K. Snyder, age 51, joined the Company in June 2013 as President-Elect and Chief Operating Officer-Elect. He became President and Chief Operating Officer on September 1, 2013. He was responsible for all Company operations except Neogen Europe, GeneSeek, research and development, finance and corporate development upon Mr. Bohannon’s retirement at the end of August 2013. Subsequent to the end of the 2014 fiscal year, Mr. Snyder resigned from the Company, effective July 31, 2014. Prior to joining Neogen, Mr. Snyder served in various commercial, sales and marketing leadership positions in nutrition-oriented food ingredients, high-intensity sweeteners and industrial products with privately-held Cargill, based in Minneapolis, Minnesota, from 2001 to 2013.

Steven J. Quinlan, age 52,58, joined the Company in January 2011 as Vice President and Chief Financial Officer. In October 2011, he assumedHe was the position of Secretary. From 1992 to 2010,Corporate Secretary until March 2021. He is responsible for all internal and external financial reporting for the Company, and also manages the accounting, information technology and investor relations functions. Mr. Quinlan came to the Company following 19 years at Detrex Corporation (1992-2010), the last eight years serving as Vice President-Finance, CFO and Treasurer. He was on the audit staff at the public accounting firm Price Waterhouse (now PWC) from 1985 to 1989.

Douglas E. Jones, age 51, joined Neogen as Vice President & Chief Commercial Officer in August 2020. Prior to joining Neogen, Mr. Jones served as the President of the Companion Animal Division at Patterson Companies from 2016 to August 2020. Prior to joining Patterson, Mr. Jones served as the Head of Business Operations for the North American Merial Animal Health Division of Sanofi. Mr. Jones began his career as a management consultant with the North Highland Company and PriceWaterhouseCoopers, focusing on commercial transformation and strategy projects in the pharmaceutical, healthcare distribution and high-tech industries.

Dr. Jason W. Lilly, age 47, was named Vice President, International Business in January 2019, responsible for Neogen’s operations outside of the U.S. and Canada. Dr. Lilly joined Neogen in June 2005 as Market Development Manager for Food Safety. In June 2009, he moved to the Corporate Development group. He was named Vice President of Corporate Development in December 2011, responsible for the identification and acquisition of new business opportunities for the Company. Prior to joining Neogen, he served in various accounting capacities with Michigan-based Detrex Corporation, a publicly held manufacturer of commercialtechnical sales and industrial pipe and specialty chemicals. He servedmarketing roles at Invitrogen Corporation.

Jerome L. Hagedorn, age 55, joined Neogen in April 2018 as Vice President-Finance, Chief Financial OfficerPresident, Food Safety Operations, and Treasurer of Detrex from 2002 to 2010,was named Vice President, North American Operations, in June 2020. In this role, Mr. Hagedorn is responsible for all finance, accountingthe manufacturing, supply chain, shipping and external reporting. Beforewarehousing, facilities, production engineering and quality systems for Neogen’s Food and Animal Safety operations in North America. Prior to joining Detrex, he served in accounting and finance related positions at Price Waterhouse (1985-1989) and Ford Motor Company (1989-1992).

Edward L. Bradley, age 54, joinedNeogen, Mr. Hagedorn spent the Company in February 1995past eight years as Vice President of Sales and Marketing for AMPCOR Diagnostics, Inc. In June 1996,Operations at Siemens Healthcare Diagnostics. At Siemens, he was made a Vice President of the Company. Currently, Mr. Bradley is responsible for all activities focused on food safety products on a worldwide basis except researchmultiple plant operations, including diagnostic instrument manufacturing and development and Neogen Europe. From 1988 to 1995, Mr. Bradley served in several sales and marketing capacities for Mallinckrodt Animal Health, including the position of National Sales Manager for its Food Animal Products Division.new product introduction. Prior to joining Mallinckrodt, heSiemens, Mr. Hagedorn held several salesa variety of senior level positions over a 20 year career, including Director of Manufacturing at Bayer Healthcare in Indiana, Director of Lean Manufacturing at Invensys in Ohio, and marketing positions for Stauffer Chemical Company.

Manager of Automated Manufacturing at Siemens Electronic Components in Mexico.

Terri A. Morrical, age 49, joined Neogen Corporation in September 1992 as part of the Company’s acquisition of WTT, Incorporated. She has directed most aspects of the Company’s animal safety operations since she joined the Company and currently serves as Vice President in charge of all of the Company’s animal safety operations excluding Geneseek. From 1986 to 1991, she was Controller for Freeze Point Cold Storage Systems and concurrently served in the same capacity for Powercore, Inc. In 1990, she joined WTT, Incorporated as Vice President and Chief Financial Officer and then became President, the position she held at the time Neogen acquired the business.

Compensation Objectives

The Company’s executive compensation programs are designed to be aligned with shareholder value creation and are structured to reward individual and organizational performance and to be simple, concise and understandable. A significant percentage of each NEO’s compensation consists of variable pay.

The primary objectives of the compensation programs covering NEOs are to:

 

Attract, retain and motivate highly talented executives who will drive the success of the business;

 

Align incentives with the achievement of measurable corporate, business unit and individual performance objectives based on financial and non-financial measures, as appropriate;

 

Provide overall compensation that is considered equitable to the employee and the Company; and

 

Ensure reasonable, affordable and appropriate compensation program costs.

Compensation Elements

The primary compensation elements provided to NEOs are:

 

Base salary;

 

Discretionary annual bonus; and

 

Equity-based long-term incentive compensation delivered in the form of stock option and restricted stock unit grants.

Other compensation elements include health and welfare benefits plans, under whichwith the NEOs receivereceiving similar benefits to those provided to all other eligible U.S.-based employees, such as medical, life insurance and disability coverage.

The Compensation Committee is provided materials by management regarding the various compensation elements of each NEO’s compensation package. The Compensation Committee makesutilizes this information, as well as inputs provided by its independent advisor, to make decisions about each compensation element in the context of each NEO’s total compensation package. The compensation of senior level employees generally incorporates variable pay elements such as bonus and stock options, although no specific formula, schedule or tier is applied in establishing compensation “mix.”

Each of the compensation elements and its purpose is further described below.

Consideration of Last Year’s Say-on-Pay Vote

At our 2014 annual meetingthe 2020 Annual Meeting of shareholders, our shareholders were provided with an opportunity to cast an advisory vote on the compensation of ourthe Company’s executive officers for fiscal 2014.officers. The say-on-pay vote yielded approximately 98% approval of those votes cast. Notwithstanding this favorable vote, we continue to seek input from our shareholders to understand their views with respect to our approach to executive compensation, and in particular in connection with the Compensation Committee’s efforts to tie compensation to performance.

Base Salary

Base salary is intended to compensate the executive for the basic market value of the position, time in the position and the relation of that position to other positions in the Company. Each NEO’s salary and performance is reviewed annually. Factors considered in determining the level of executive base pay include the role and responsibilities of the position, performance against expectations and an individual’s job experience or unique role responsibilities.

Actual earned salary for 2015fiscal 2021 is shown in the “Salary” column of the Summary Compensation Table. Base salary rates and increaseschanges from 20142020 to 2015,2021, if applicable, are shown in the following table.

 

Name

  2015
Salary
Rate
   2014
Salary
Rate
   Percent
Increase
 

James L. Herbert

  $400,000    $370,000     8.1

Richard E. Calk, Jr. (1)

   335,000     —       N/A  

Stephen K. Snyder (2)

   275,000     275,000     N/A  

Steven J. Quinlan

   200,000     191,000     4.7

Edward L. Bradley

   177,000     167,000     6.0

Terri A. Morrical

   173,000     165,000     4.8

Name

  2021
Salary
Rate
   2020
Salary
Rate
   Percent
Increase
 

John E. Adent

  $472,500   $450,000    5.0

Steven J. Quinlan (1)

   307,500    247,000    24.5

Douglas E. Jones (2)

   353,850    —      n/a 

Jason W. Lilly, Ph.D.(1)

   271,625    203,775    33.3

Jerome L. Hagedorn

   267,800    260,000    3.0

 

(1)

Base salary adjustments for Mr. CalkQuinlan and Dr. Lilly were offset by reductions of their long-term incentive awards, as part of an executive officer compensation rebalancing initiative.

(2)

Mr. Jones joined the Company on December 8, 2014.

(2)Mr. Snyder resigned from the CompanyAugust 17, 2020 at a salary of $350,000. His salary was adjusted to $353,850 on July 31, 2014.January 1, 2021.

Discretionary Annual Bonus

Bonuses paid in fiscal 20162022 related to fiscal 20152021 performance are as follows:

 

Name

  Target
Value
   Actual
Payments
   Percentage
of Target
 

James L. Herbert

  $180,000    $180,000     100

Richard E. Calk, Jr. (1)

   —       —       N/A  

Stephen K. Snyder (2)

   —       —       N/A  

Steven J. Quinlan

   50,000     33,000     66

Edward L. Bradley

   70,000     37,000     53

Terri A. Morrical

   65,000     65,000     100

(1)Mr. Calk joined the Company on December 8, 2014, and is not eligible for a bonus until November 30, 2015. His bonus opportunity is $134,000.
(2)Mr. Snyder resigned from the Company, effective July 31, 2014, and was not eligible for a bonus.

Name

  Target
Value
   Actual
Payments
   Percentage
of Target
 

John E. Adent

  $472,500   $378,000    80.0

Steven J. Quinlan

   153,750    100,000    65.0

Douglas E. Jones.

   176,925    120,000    67.8

Jason W. Lilly, Ph.D.

   108,650    99,932    92.0

Jerome L. Hagedorn

   107,120    96,500    90.1

Target Valuesvalues for bonuses are set by the Compensation Committee and communicated to the officers at the time that the prior year actual payments are communicated.approved. Bonus payments wereawards are determined by the Compensation Committee based on the Company’s performance, officers’ achievements of their objectives and the Committee’s perception of the efforts expended and achievements ofduring the officers during therecently completed fiscal year. The Compensation Committee took into account the recommendations of Mr. HerbertAdent with respect to bonuses for Mr. Quinlan’s bonus, and took into account the recommendations ofQuinlan, Mr. HerbertJones, Dr. Lilly and Mr. Calk with respect to Mr. Bradley’s and Ms. Morrical’s bonuses. TargetedHagedorn. Target and actual bonuses are based on individual objectives and the Company’s performance, within the discretion of the Compensation Committee. The Compensation Committee’s appraisal of the Company’s overall performance was influenced, in part, by the following:

 

Revenues increased 14.4%12% to $283.1$468.5 million; this amount was 3% over the budget established at the beginning of the fiscal year;

 

Gross margins were 49.4%, compared to 49.6%increased from $196.3 million in fiscal 2014;2020 to $215.1 million in fiscal in fiscal 2021, an increase of 10%. Expressed as a percentage of sales, gross margins were 45.9% in fiscal 2021, a decline from 46.9%, and less than budgeted levels;

 

Operating income was $53.1$74.2 million, a 10% increase compared to $67.5 million in fiscal 2020;

Net income was $60.9 million, an increase of 22.4% over2.4% compared to fiscal 2014;2020;

The Company generated $43.8$81.1 million cash from operations in fiscal 2021, compared to $21.7$85.9 million in fiscal 2014;2020; and

 

Stockholder’sStockholders’ equity increased to $351.0 million, compared to $306.3$840.4 million at May 31, 2014.2021, compared to $725.2 million at May 31, 2020.

During the fiscal year, the Company made two acquisitions and the management team completed the integration of three strategic acquisitions done in fiscal 2014. The Compensation Committee determined that, basedBased upon the above listed factors, among others,most of which were contained in Mr. HerbertAdent’s previously established annual objectives, the Compensation Committee determined that the Company’s fiscal 2021 performance had been strong. In arriving at the determination of Mr. Adent’s annual bonus, the Committee took into consideration that the year was particularly challenging, that Mr. Adent had provided strong, effective and proactive leadership during the year, particularly as it related to the Company’s performance and response to the ongoing COVID-19 pandemic, which began in the current yearsecond half of fiscal 2020 and positionedcontinued throughout all of fiscal 2021. Mr. Adent also had objectives to reduce the Company’s employee turnover rate, and to develop a comprehensive environmental, social, and governance (ESG) program for the Company, well for future growth in revenue and profitability, and thereforehad made good progress on both objectives. The Committee, after taking into account all the above, awarded him 100%Mr. Adent 80% of his total targeted bonus opportunity.

Mr. BradleyQuinlan’s bonus opportunity was tied to the achievement of revenue, operating and Ms. Morrical’s bonuses are primarily affectednet income targets for the overall Company and other internal objectives, such as improvements in consolidated inventory turns, and the successful implementation of a number of initiatives supported by the sales,information technology group, the most significant being the ongoing redesign and enhancements of the Company’s e-commerce platform. The Company achieved its revenue performance targets in fiscal 2021, but fell short on profitability; improvements were made across the Company in inventory turns, but not to targeted levels; the second and third phases of the e-commerce implementation were successful, launching substantially on time and budget. Mr. Quinlan was awarded 65% of his targeted bonus.

The bonus opportunity for Mr. Jones was primarily based on the achievement of revenue, operating income and other operating metrics for the domestic Food and Animal Safety commercial business operations for which he had responsibility, and, to a lesser extent, achievement of revenue and earnings metrics for the overall Company. His Animal Safety commercial operations exceeded their revenue targets for the year. Domestic Food Safety revenues finished lower than targeted, however, gained significant momentum in the second half of the divisionyear as the Company’s markets opened up and a number of new products were successfully launched. Profit as a percentage of revenues improved for which they have primary responsibility. the Animal Safety groups he was responsible for in fiscal 2021; he was awarded 94% of his bonus opportunity, pro-rated based on his August 17, 2020 start date.

Dr. Lilly, in his role as Vice President, International Business, had bonus opportunities tied to budgeted revenues, operating income and other metrics, such as the successful integration of acquisitions, each related to the Company’s international operations. A number of his operations, such as Australia and China exceeded their revenue and profitability targets, while others such as those in Europe, Brazil and India, were negatively impacted by COVID-19 related lockdowns and reduced economic activity.. He was successful, along with the Company’s corporate development group, in closing the acquisition of Megazyme, a developer and manufacturer of products to measure food quality based in Ireland in December 2020. Based on his operations’ financial performance relative to their budgeted levels, his work on the acquisition and initial integration of Megazyme, and in recognition of his positive efforts internationally to mitigate the adverse impacts of COVID-19 on his operations and employees, Dr. Lilly was awarded 91% of his bonus opportunity.

Mr. Quinlan’sHagedorn, as Vice President of North American Operations, is responsible for production of all Food Safety diagnostic and culture media products, and all Animal Safety product production and distribution in the U.S. His bonus opportunity is tied to operatingachievement of budgeted labor and overhead expenses, on time and in full order fulfillment, quality metrics, reduction of production scrap, and achievement of revenue and earnings targets for the overall Company,Company. During the COVID-19 pandemic, he also assumed an important leadership role on an internal team responsible for employee safety and communications while continuing to focus on the manufacturing of quality products. This additional role was considered as well as other internal objectives.

Substantially all managers’he was awarded 90% of his bonus arrangements, including those of each of the NEOs, include a provision that the bonuses otherwise payable may be decreased in the event that specific Company earnings per share targets are not met. Actual Company earnings of $0.90 per shareopportunity in fiscal 2015 exceeded the earnings per share target; thus, the potential bonus amounts were not reduced below the targeted bonus level for each of the NEOs.2021.

Long-Term Incentive Compensation

The objectives of the long-term incentive portion of the compensation package are to:

 

Align the personal and financial interests of management and other employees with shareholder interests;

 

Balance short-term decision-making with a focus on improving shareholder value over the long term;

 

Provide a means to attract, reward and retain a skilled management team; and

 

Provide the opportunity to build a furtherincrease ownership position in Neogen Corporation stock.the Company.

The primary long-term incentive mechanism at the Company has historically been and continues to be stock option awards, the ultimate value of which is dependent on increases in the Company’s stock price. During fiscal 2021, the Company began to award restricted stock units (“RSUs”) as an additional vehicle for long term incentive compensation for Company employees. Stock options and RSUs are granted to provide employees with a personal financial interest in the Company’s long-term success, promote retention of employees and enable the Company to compete for the services of new employees in a competitive market. The Company continues to believebelieves that stock options and RSUs are the mostan appropriate means to accomplish long-term incentive objectives.

The stock option program isand RSU programs are designed to deliver competitive long-term awards while incurring a minimal levelreasonable levels of expense and shareholder dilution relative to other long-term incentive programs. It is the Company’s view that stock options and RSUs represent an optimalappropriate use of corporate resources and are the bestan effective method for the Company to achieve the objectives of theits long-term compensation element.element objectives.

The Company maintains onetwo equity-based long-term incentive planplans that hashave been previously approved by shareholders—the Neogen Corporation 2007 Stock Optionthe 2015 Omnibus Incentive Plan which was amended in 2011. Available awards(the “2015 Plan”) and the 2018 Omnibus Incentive Plan (the “2018 Plan”). Fiscal 2021 stock option and RSU grants were made under the 20072018 Plan include options and upon approval of the 2015 Plan, all subsequentfuture awards of equity or equity rights wouldwill also be granted under the 2015 Plan, and2018 Plan; no further awards wouldcan be made under the 20072015 Plan.

In general, stock options granted by the Companyto employees are incentive options with five year lives that vest 20% per year beginning with the year following the year of grant. Certain incentive options are converted to non-qualified options when IRS limitations for incentive options are exceeded. Prior to 2006, these re-characterized options carried three year vesting provisions and ten year terms. For 2006 and subsequent years, theThe nonqualified options retain the same vesting and life provisions as incentive options. NonqualifiedDirectors are granted nonqualified stock options, with upfive year terms (ten year terms for grants prior to ten year termsJanuary 1, 2017) and vesting 33% per year for each of the three years following the year of grant, are granted to Directors.grant. In all cases, grant prices are equal to the closing price on the day of the grant. The Company does not reprice options and does not “reload”—which means the recipient is only able to exercise the number of shares in the original

stock option grant. RSUs granted to employees have five year lives, with 20% of the units vesting each year beginning with the first anniversary date of the grant. The RSU is priced at the closing stock price on the date of the grant. Non-employee directors are also granted RSUs, with three year lives, which vest 33% per year for each of the three years beginning on the first anniversary date of the grant. The Company’s practice has been to make an annual award of option grants or RSUs to the majoritya select group of recipientsemployees as well as rare occasional hire-on awards to select new hires.

Annual stock option and RSU grants are made at the discretion of the Stock OptionCompensation Committee, with the exception of non-employee director awards which are granted automatically under the termsannually on election or continuation of the Stock Option Plan.an existing term. Management makes recommendations to the Stock OptionCompensation Committee as to the stock option and RSU award levels and terms.levels. The determination with respect to the number of optionsoption or RSU award to be granted to any particular participant is ultimately subjective in nature. While no specific or absolute performance measures are applied, factors considered in determining the number of options to be awardedoption or RSU award to an individual include his or her level of responsibility and position within the Company, demonstrated performance over time, value to the Company’s past and future success, historic grants, retention concerns and, in the aggregate, share availability under the plan, and

overall Company expense and shareholder dilution from awards. Management provides the Stock OptionCompensation Committee information on grants made in the past three years and the accumulated value of all stock option and RSU awards outstanding to each NEO.executive officer.

The table below shows the sizeamounts of the fiscal 20152021 stock option grants to each of the NEOs. Mr. Snyder resigned from the Company on July 31, 2014, and was not granted options in fiscal 2015. Mr. Calk joined the Company on December 8, 2014 and was granted 13,000 options on the beginning date of his employment.

 

Name

  Number of
Options
   Compensation
Cost
Recognized
for 2015
Grants (1) (2)
 

James L. Herbert

   95,000    $1,126,006  

Richard E. Calk, Jr.

   13,000     169,878  

Stephen K. Snyder

   —       —    

Steven J. Quinlan

   18,000     213,348  

Edward L. Bradley

   28,500     337,802  

Terri A. Morrical

   28,500     337,802  

Name

  Number of
Options
Granted
   Compensation
Cost
Recognized
for Option
Grants (1) (2)
 

John E. Adent

   153,754   $1,181,786 

Steven J. Quinlan

   39,536    303,882 

Douglas E. Jones

   19,768    151,941 

Jason W. Lilly, Ph.D.

   27,456    211,033 

Jerome L. Hagedorn.

   14,278    109,744 

 

(1)

Represents the aggregate grant date fair value of each stock option granted in fiscal 2015,2021, calculated in accordance with the provisions of the Compensation—Stock Compensation Topic of the FASB Codification. This amount will be recognized over the vesting period of the grants.

(2)

The stock option Codification Topic 718 values throughout this Proxy Statement have been calculated using the Black-Scholes option pricing model using the assumptions in the following table:table below.

 

Black-Scholes Model Assumptions (a)(1)

  2015 2014 2013 2012 2011   2021 2020 2019 2018 2017 

Risk-free interest rate

   1.2  0.8  1.2  1.2  1.7   0.2 1.9 2.6 1.6 1.2

Expected dividend yield

   0  0  0  0  0   0 0 0 0 0

Expected stock price volatility

   36.2  33.1  39.2  36.4  35.8   31.3 29.4 27.0 27.7 35.2

Expected option life

   4 years    4 years    4 years    4 Years    4 Years     3.25 years  3.5 years  3.5 years  4 years  4 years 

 

(a)(1)

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected stock price volatility is based on historical volatility of the Company’s stock. The expected option life, representing the period of time that options are expected to be outstanding, is based on historical option exercise and employee termination data.

The table below shows the amounts of the fiscal 2021 RSU grants to each of the NEOs.

Name

  Number of
RSUs
Granted
   Compensation
Cost
Recognized
for RSU
Grants (1)
 

John E. Adent

   14,080   $480,832 

Steven J. Quinlan

   5,630    192,265 

Douglas E. Jones

   2,810    95,962 

Jason W. Lilly, Ph.D.

   5,870    200,461 

Jerome L. Hagedorn.

   3,050    104,158 

(1)

Compensation cost is calculated as the closing market price ($34.15) on the date of the grant (October 6, 2020) multiplied by the number of restricted shares granted. This amount will be recognized over the vesting period of the grants.

Retirement Plans: A defined contribution plan, the Neogen Corporation 401(k) Retirement Savings Plan (“401(k) Plan”) is available to all eligible U.S. employees including all NEOs. Under the 401(k) Plan, the Company matches dollar per dollar of the first 3%, and fifty cents per dollar of the next 2%, of pay contributed by the employee up to the Internal Revenue Code limits. Matching contributions to the 401(k) Plan vest immediately upon payment.immediately.

Health and Welfare Benefits Plans: Benefits such as medical, dental, vision, life insurance and disability coverage are provided to each NEO under benefits plans that are provided to all eligible U.S.-based employees. The benefits plans are part of the overall total compensation offering and are intended to be competitive and provide health care coverage for employees and their families. The NEOs have no additional Company-paid health benefits. Similar to all other employees, NEOs have the ability to purchase supplemental life, dependent life, long-term care insurance, and accidental death and dismemberment coverage through the Company. The value of these benefits is not included in the Summary Compensation Table since they are purchased by each NEO and are made available to all U.S. employees. No form of post-retirement health care benefits is provided to any employee.

Perquisites: The values of perquisites and other personal benefits are included in the “All Other Compensation” column of the Summary Compensation Table, and consist primarily of Company matching contributions to the 401(k) planPlan and the value of Company paid group term life insurance.

Employee Stock Purchase Plan: Employees in the U.S. are permitted to voluntarily purchase Company stock at a 5% discount through after-tax payroll deductions under the Employee Stock Purchase Plan (“ESPP”) as a way to facilitate employees becoming shareholders of the Company. The ESPP purchases stock bi-annually for participants through a third party plan administrator. NoneEach of the NEOs areis currently eligible to purchase shares through the plan.

Executive and Non-Employee Director Stock Ownership Policy

The Company has a stock ownership policy in place for all corporate officers, including the NEOs, and Directors. This reflects the Company’s convictionbelief that all senior executives and Directors should have meaningful actual share ownership positions in the Company in order to reinforce the alignment of management and shareholder interests. The ownership policy was adopted by the Board in July 2007. The Compensation Committee periodically reviews the policy requirements to ensure they continue to be reasonable and competitive.

The ownership requirements are:

 

Position

  

Market Value of Stock Owned

  

Expected Time Period to Comply

Non-Employee Directors

  2 times annual cash fees paid  5 years

Chief Executive Officer

  2 times annual salary, including bonus  3 years

Corporate Officers

  2 times annual salary, including bonus  5 years

Stock owned includes shares owned outright, including 401(k) Plan shares, but does not include stock options.options or RSUs. As of May 31, 2015, all non-employee directors, the chief executive officer and2021, all corporate officers, including the NEOs, were at or above the applicable stock ownership requirement or within the expected time period to comply. All non-employee directors were at or above the applicable stock ownership requirement, or within the expected time period to comply.

Employment Agreements and Severance Policy

The Company does not provide employment or severance agreements. The Company maintains a discretionary severance practice for all eligible employees, which could potentially include the NEOs. The discretionary practice provides for payments as determined by the Company as circumstances warrant.

Chief Executive Officer Compensation

Compensation Information: For purposes of its review of Mr. Herbert’s pay in fiscal 2015,John Adent has been the Compensation Committee considered the following criteria:

The successChief Executive Officer of the Company since July 2017; he was also named President in September 2017. His base salary in fiscal 2021 was adjusted on January 1, 2021 from $450,000 to $472,500, and his target bonus opportunity was adjusted to $472,500, based on the past year;

The successachievement of certain revenue and earnings targets and the attainment of other strategic and operational goals. In addition to base salary and bonus opportunity, Mr. Adent was awarded 153,754 stock options and 14,080 restricted stock units in fiscal 2021, each at an exercise price of $34.15, the closing price of the Company over an extended period; andstock on the date of the award.

The importanceIn determining the amount of Mr. Herbert toAdent’s annual bonus for fiscal 2021, the continued success ofCommittee took into consideration the Company.Company’s 12% revenue increase over fiscal 2020, which was 3% over the targeted revenue

Base Salary: Mr. Herbert’s salarygrowth for the year, operating income which was increased from $370,000 to $400,000 in10% higher than fiscal 2020, lower than target, and the 2015 fiscal year. Base salary determinations include considerationBoard’s assessment of the level of business performanceattainment of Mr. Adent’s other fiscal 2021 strategic goals, which included Company turnover targets and progress milestones on the Company’s newly launched Environmental, Social and Governance (ESG) initiative. The Committee also acknowledged that the COVID-19 pandemic had continued to present the Company with tremendous challenges in fiscal 2014, historical base salary increases2021, and time in the positionbelieved that Mr. Adent’s strong and take into consideration all forms of compensation earned, including long-term incentive compensation.

Annual Bonus: Mr. Herbert, based on his accomplishmentscontinuing proactive leadership had been effective during the year, achieved 100%year; thus awarded Mr. Adent 80% of his 2015targeted bonus objectives, resulting in a $180,000 payout. Mr.  Herbert’s bonus payout was $162,000opportunity for the 2014 fiscal year.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis and, on the basis of such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

Thomas H. Reed

Jack C. ParnellDarci L. Vetter (Chair)

William T. Boehm Ph.D.

Ralph A Rodriguez

Catherine E. Woteki

Members of the Compensation Committee

EXECUTIVE COMPENSATION

The table sets forth information regarding all elements of the compensation paid to the Company’s principalnamed executive officers (principal executive officer, principal financial officer and twothe three other most highly compensated executive officersofficers) (the “NEOs”) for fiscal years 2013, 20142021, 2020 and 2015.2019.

Summary Compensation Table

 

Name and Principal Position

 Year  Salary  Bonus (1)  Option
Awards (2)
  Non-Equity
Incentive Plan
Compensation (3)
  All Other
Compensation (4)
  Total 

James L. Herbert

  2015   $400,000   $180,000   $1,126,006   $—    $14,000   $1,720,006  

Chairman & Chief

Executive Officer (5)

  2014    370,000    162,000    879,185    —     10,063    1,421,248  
  2013    360,000    175,000    828,600    —     544,778    1,908,378  

Richard E. Calk, Jr.

  2015    161,156    —      169,878    —     207    331,241  

President & Chief

Operating Officer (6)

       

Stephen K. Snyder

  2015    50,064    —      —      —     1,585    51,649  

Former President & Chief

Operating Officer (7)

  2014    257,814    —      220,883    —     6,694    485,391  

Steven J. Quinlan

  2015    200,000    33,000    213,348    —     8,279    454,627  

Vice President & Chief

Financial Officer

  2014    191,000    42,000    131,877    —     7,540    372,417  
  2013    185,000    42,000    103,575    —     7,680    338,255  

Edward L. Bradley

  2015    177,000    37,000    337,802    —     7,494    559,296  

Vice President,

  2014    167,000    28,000    271,081    —     6,517    472,598  

Food Safety Operations

  2013    162,000    54,600    248,580    —     6,824    472,004  

Terri A. Morrical

  2015    173,000    65,000    337,802    —     7,214    583,016  

Vice President,

Animal Safety Operations

  2014    165,000    48,000    263,755    —     6,597    485,352  
  2013    160,000    43,100    248,580    —     6,610    458,290  

Name and Principal Position

 Year  Salary  Bonus  Options
Awards (1)
  Restricted
Stock
Awards (1)
  All Other
Compensation (2)
  Total 

John E. Adent (3)

  2021  $459,173  $378,000  $1,181,786  $480,832  $7,255  $2,507,046 

Chief Executive Officer & President

  2020   389,423   315,000   1,399,917   —     19,108   2,123,448 
  2019   450,000   157,500   1,336,958   —     18,356   1,962,814 

Steven J. Quinlan (3)

  2021   274,519   100,000   303,882   192,265   6,816   877,482 

Vice President & Chief Financial Officer

  2020   231,325   40,000   622,185   —     9,328   902,838 
  2019   237,000   45,000   534,783   —     11,597   828,380 

Douglas E. Jones (4)

  2021   277,531   120,000   151,941   95,962   3,266   648,700 

Vice President & Chief Commercial Officer

       
       

Jason W. Lilly, Ph.D. (3)

  2021   234,734   99,932   211,033   200,461   5,586   751,746 

Vice President, International Business

  2020   190,843   42,000   513,303   —     7,923   754,069 
  2019   195,500   58,500   445,653   —     8,631   708,284 

Jerome L. Hagedorn (3)

  2021   263,180   96,500   109,744   104,158   7,915   581,497 

Vice President, North American Operations

  2020   243,500   50,000   233,319   —     11,925   538,744 
  2019   250,000   50,000   74,275   —     769   375,044 

 

(1)SEC rules require separation of the discretionary and formulaic aspects of annual bonus payments into the two separate columns—Bonus and Non-Equity Incentive Plan Compensation.
(2)

Calculations use grant-date fair value based on Codification Topic 718 for the 2013, 2014 and 2015 stock option grants.and RSU grants for the 2021, 2020 and 2019 fiscal years. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term Incentive Compensation.”

(3)(2)In fiscal 2013, 2014 and 2015 all NEOs bonuses were discretionary, and are listed under Bonus.
(4)

Includes 401(k) Plan matching contributions and value of group term life insurance. See “Compensation Discussions and Analysis—Compensations Elements” for additional information on these amounts.

(5)(3)Amount included

In reaction to the COVID-19 pandemic in All Other Compensation in 2013 includes $530,900 in investment earnings from a deferred compensation program in which Mr. Herbert participated. Compensation deferred in prior years was investedfiscal 2020, each of the above NEOs, along with an outside third party duringother members of senior management, voluntarily reduced his base salary for the period from 2001April 13-May 31, 2020. Mr. Adent reduced his salary to 2012;$1 annually during that time period, while the other NEOs’ salaries were reduced by 50%. The impact of the salary reduction was as follows for each NEO in fiscal 2020: Mr. Herbert elected to terminate his participation in the program in December 2012.Adent, $60,577; Mr. Quinlan, $15,675; Dr. Lilly, $12,932; and Mr. Hagedorn, $16,500.

(6)(4)

Mr. CalkJones joined the Company on December 8, 2014 at an annual salary of $335,000.August 17, 2020.

(7)Mr. Snyder was hired on June 24, 2013, and resigned from the Company on July 31, 2014. The amount included in All Other Compensation in 2014 includes $6,375 in taxable reimbursements for housing.

The following table sets forth the fiscal 20152021 compensation cost recognized for fiscal 20152021 awards or the portion of awards vested in fiscal 20152021 from prior grants as shown in the “Option Awards and Restricted Stock Awards” column:columns of the Summary Compensation Table:

Option and RSU Awards

 

Name

  2015
Awards
   2014
Awards
   2013
Awards
   2012
Awards
   2011
Awards
   Total 

James L. Herbert

  $225,201    $175,837    $165,720    $114,615    $93,720    $775,093  

Richard E. Calk, Jr.

   33,976     —       —       —       —       33,976  

Stephen K. Snyder

   —       44,177     —       —       —       44,177  

Steven J. Quinlan

   42,670     26,375     20,715     10,420     —      100,180  

Edward L. Bradley

   67,560     54,216     49,716     35,426     28,968     235,616  

Terri A. Morrical

   67,560     52,751     49,716     33,343     26,412     229,782  

Name

  2021
Awards
   2020
Awards
   2019
Awards
   2018
Awards
   2017
Awards
   Total 

John E. Adent

  $185,914   $263,035   $270,253   $259,355   $—     $978,557 

Steven J. Quinlan

   55,479    116,904    108,101    142,084    114,342    536,910 

Douglas E. Jones

   27,721    —      —      —      —      27,721 

Jason W. Lilly, Ph.D.

   46,013    96,446    90,084    121,788    98,007    452,338 

Jerome L. Hagedorn

   26,451    43,839    31,946    —      —      102,236 

The following table indicates the “mix” of total direct compensation for the NEOs in 2015fiscal 2021 based on annualized salary, total bonus payment and the Codification Topic 718 compensation expense of 2015 optionfiscal 2021 equity-based awards:

 

Name

  Salary   Annual
Bonus
   Stock Option
Grant-Date
Value using
Black-Scholes (1)
 

James L. Herbert

  $400,000    $180,000    $1,126,006  

Richard E. Calk, Jr. (2)

   335,000     —       169,878  

Stephen K. Snyder (3)

   275,000     —       —    

Steven J. Quinlan

   200,000     33,000     213,348  

Edward L. Bradley

   177,000     37,000     337,802  

Terri A. Morrical

   173,000     65,000     337,802  

Name

  Salary   Annual
Bonus
   Equity
Based
Awards (1)
 

John E. Adent

   472,500    378,000    1,662,618 

Steven J. Quinlan

   307,500    100,000    496,147 

Douglas E. Jones

   353,850    120,000    247,903 

Jason W. Lilly, Ph.D.

   271,625    99,932    411,494 

Jerome L. Hagedorn

   267,800    96,500    213,902 

 

(1)

Calculations use grant-date fair value based on Codification Topic 718 for 2015 stock option grants.fiscal 2021 equity-based awards. For purposes of this table, the calculations do not attribute the compensation cost to the requisite vesting period.

(2)Mr. Calk joined the Company on December 8, 2014. He is eligible for an annual bonus of up to $134,000, based upon achievement of agreed upon objectives through November 30, 2015.
(3)Mr. Snyder resigned from the Company, effective July 31, 2014.

Grants of Plan-Based Awards in the 2021 Fiscal Year

The following table sets forth additional information regarding the range of option awards granted to the NEOs in the year ended May 31, 20152021 that are, in combination with the RSU award totals, disclosed in the Summary Compensation Table.

 

Name

  Grant
Date (3)
   Number of
Securities
Underlying
Options
   Exercise of
Base Price
of Options
Awards (4)
   Closing
Market

Price on
Date of
Grant
   Grant-date
Fair Value
of Options
Awards (5)
 

James L. Herbert

   10/1/2014     95,000    $39.61    $39.61    $1,126,006  

Richard E. Calk, Jr. (1)

   12/8/2014     13,000     43.67     43.67     169,878  

Stephen K. Snyder (2)

   —       —       —       —       —    

Steven J. Quinlan

   10/1/2014     18,000     39.61     39.61     213,348  

Edward L. Bradley

   10/1/2014     28,500     39.61     39.61     337,802  

Terri A. Morrical

   10/1/2014     28,500     39.61     39.61     337,802  

Name

  Grant
Date (1)
   Number of
Securities
Underlying
Options
   Exercise or
Base Price of
Option
Awards (2)
   Closing
Market
Price on
Date of
Grant
   Grant-date
Fair Value
of Option
Awards (3)
 

John E. Adent

   10/6/2020    153,754   $34.15   $34.15   $1,181,786 

Steven J. Quinlan

   10/6/2020    39,536    34.15    34.15    303,882 

Douglas E. Jones

   10/6/2020    19,768    34.15    34.15    151,941 

Jason W. Lilly, Ph.D.

   10/6/2020    27,456    34.15    34.15    211,033 

Jerome L. Hagedorn

   10/6/2020    14,278    34.15    34.15    109,744 

 

(1)Mr. Calk joined the Company on December 8, 2014.
(2)Mr. Snyder resigned from the Company on July 31, 2014.
(3)

Represents the date the grants were made.

(4)(2)

In accordance with the terms of the 20072018 Plan, these options were granted at 100% of the closing market price on the day of the grant. Options have a five-year term and generally become exercisable as to 20% of the shares on each of the five anniversary dates of the grant.

(5)(3)

Represents grant-date value based on Codification Topic 718 for the option grants. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term, Incentive Compensation.”

The following table sets forth additional information regarding the restricted stock units (“RSU”s) granted to the NEOs in the year ended May 31, 2021 that are, in combination with the stock option awards, disclosed in the Summary Compensation Table.

Name

  Grant
Date (1)
   Number of
Securities
Underlying
RSUs
   Exercise or
Base Price of
RSU
Awards (2)
   Closing
Market
Price on
Date of
Grant
   Grant-date
Fair Value
of RSU
Awards (3)
 

John E. Adent

   10/6/2020    14,080   $34.15   $34.15   $480,832 

Steven J. Quinlan

   10/6/2020    5,630    34.15    34.15    192,265 

Douglas E. Jones

   10/6/2020    2,810    34.15    34.15    95,962 

Jason W. Lilly, Ph.D.

   10/6/2020    5,870    34.15    34.15    200,461 

Jerome L. Hagedorn

   10/6/2020    3,050    34.15    34.15    104,158 

(1)

Represents the date the grants were made.

(2)

In accordance with the terms of the 2018 Plan, these RSUs were granted at 100% of the closing market price on the day of the grant. The RSUs have five-year lives and vest in equal annual 20% installments on each of the five anniversary dates of the grant.

(3) Represents grant-date value based on Codification Topic 718 for the RSU grants.

Outstanding Equity Awards at Fiscal Year-EndMay 31, 2021

ThisThe following table sets forth information regarding unexercised options that were held by the NEOs at May 31, 2015.2021.

 

Name

  Number of
Securities
Underlying
Unexercised
Options
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
Unexercisable (1)
   Option
Exercise
Price
   Option
Expiration
Date
 

James L. Herbert

   —      16,500    $18.68     8/24/2015  
   49,500     33,001     23.07     9/29/2016  
   36,000     54,001     28.67     10/4/2017  
   18,000    72,000     36.07     8/30/2018  
   —      95,000     39.61     10/30/2019  
  

 

 

   

 

 

     
   103,500     270,502      

Richard E. Calk, Jr.

   —      13,000    $43.67     1/7/2020  
  

 

 

   

 

 

     
   —       13,000      

Steven J. Quinlan

   1,500    3,000    $23.07     9/29/2016  
   4,500     6,750     28.67     10/4/2017  
   2,700     10,800     36.07     8/30/2018  
   —       18,000     39.61     10/30/2019  
  

 

 

   

 

 

     
   8,700     38,550      

Edward L. Bradley

   329     5,100    $18.68     8/24/2015  
   15,300     10,201    23.07     9/29/2016  
   10,800     16,201     28.67     10/4/2017  
   5,550    22,200     36.07     8/30/2018  
   —       28,500     39.61     10/30/2019  
  

 

 

   

 

 

     
   31,979     82,202      

Terri A. Morrical

   4,651    4,650    $18.68     8/24/2015  
   14,400    9,600     23.07     9/29/2016  
   10,800    16,201     28.67     10/4/2017  
   5,400    21,600     36.07     8/30/2018  
   —       28,500     39.61     10/30/2019  
  

 

 

   

 

 

     
   35,251     80,551      

Name

  Grant
Date (1)
   Number of
Securities
Underlying
Unexercised
Options
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
Unexercisable (1)
   Option
Exercise
Price
   Option
Expiration
Date
 

John E. Adent (4)

   7/17/2017    —      79,998   $25.65    8/17/2022 

Chief Executive Officer & President

   11/1/2018    —      108,000    31.35    12/1/2023 
   10/11/2019    —      144,000    31.95    11/11/2024 
   10/6/2020    —      153,754    34.15    11/6/2025 
    

 

 

   

 

 

     
     —      485,752     

Steven J. Quinlan

   9/29/2016    —      18,664    20.23    10/29/2021 

Vice President & Chief Financial Officer

   10/27/2017    —      37,332    30.21    11/27/2022 
   11/1/2018    28,800    43,200    31.35    12/1/2023 
   10/11/2019    16,000    64,000    31.95    11/11/2024 
   10/6/2020    —      39,536    34.15    11/6/2025 
    

 

 

   

 

 

     
     44,800    202,732     

Douglas E. Jones

   10/6/2020    —      19,768    34.15    11/6/2025 

Vice President & Chief Commercial Officer

          
    

 

 

   

 

 

     
     —      19,768     

Jason W. Lilly, Ph.D.

   9/29/2016    —      15,998    20.23    10/29/2021 

Vice President, International Business

   10/27/2017    —      32,002    30.21    11/27/2022 
   11/1/2018    —      36,000    31.35    12/1/2023 
   10/11/2019    —      52,800    31.95    11/11/2024 
   10/6/2020    —      27,456    34.15    11/6/2025 
    

 

 

   

 

 

     
     —      164,256     

Jerome L. Hagedorn

   4/10/2018    6,000    4,000    33.88    5/9/2023 

Vice President, North American Operations

   11/1/2018    4,000    6,000    31.35    12/1/2023 
   10/11/2019    6,000    24,000    31.95    11/11/2024 
   10/6/2020    —      14,278    34.15    11/6/2025 
    

 

 

   

 

 

     
     16,000    212,534     

 

(1)

Vesting schedules for Incentive Stock and Non-Qualified Options are 20% of the shares on each of the first five anniversary dates of the grant.

The following table sets forth information regarding outstanding restricted stock units held by the NEOs at May 31, 2021.

Name

  Grant
Date (1)
   Number of
Securities
Underlying
Unexercised
RSUs
Unexercisable (1)
   RSU
Exercise
Price
   RSU
Expiration
Date
 

John E. Adent

   10/6/2020    14,080    34.15    10/6/2025 

Steven J. Quinlan

   10/6/2020    5,630    34.15    10/6/2025 

Douglas E. Jones

   10/6/2020    2,810    34.15    10/6/2025 

Jason W. Lilly, Ph.D.

   10/6/2020    5,870    34.15    10/6/2025 

Jerome L. Hagedorn

   10/6/2020    3,050    34.15    10/6/2025 

(1)

Vesting schedules for Restricted Stock Units are 20% of the grant annually on each of the first five anniversary dates of the grant.

Option Exercises and Stock Vested in 2021 Fiscal Year

This table sets forth information with respect to option exercises by the NEOs during fiscal 2015.2021.

 

Name

  Number of
Shares
Acquired on
Exercise
   Value Realized
on Exercise (1)
 

James L. Herbert

   58,498    $1,642,476  

Richard E. Calk, Jr.

   —      —    

Stephen K. Snyder

   4,501     32,303 

Steven J. Quinlan

   1,500     38,440  

Edward L. Bradley

   51,570     1,797,222  

Terri A. Morrical

   6,748     197,476  

Name

  Number of
Shares
Acquired on
Exercise
   Value Realized
on Exercise (1)
 

John E. Adent

   74,000   $1,989,007 

Steven J. Quinlan

   44,800    1,523,897 

Douglas E. Jones

   —      —   

Jason W. Lilly, Ph.D.

   40,948    945,274 

Jerome L. Hagedorn

   —      —   

 

(1)

Represents the difference between the exercise price and the closing price of the Common Stock as reported onat the NASDAQ-GStime of exercise on the exercise date.

Pension Benefits

The Company sponsors no defined benefit plans, therefore, none of the NEOs participates in a defined benefit plan sponsored by the Company.

Potential Payments upon Termination or Change-in-Control

The Company does not provide employment, severance or change-in-control agreements. The Company maintains a discretionary severance practice for all eligible employees, which could potentially include the NEOs. The discretionary practice provides for payments as determined by the Company as circumstances warrant.

CEO Pay Ratio

In accordance with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our CEO. Mr. Adent has been the CEO of the Company since July 17, 2017, and served as CEO on May 31, 2021, the determination date of the median employee compensation.

The annual compensation used for this analysis included each element of compensation listed in the Summary Compensation Table in this Proxy. We annualized the total compensation for any employee on the payroll at May 31, 2021, who was not employed for all of fiscal 2021. We then ranked all of our employees (except for Mr. Adent) in terms of total compensation from highest to lowest, and identified the employee that ranked as the median. Following this methodology, the components of our pay ratio disclosure for fiscal 2021 were reasonably estimated as follows:

The median of the total annual compensation for all of our employees excluding Mr. Adent was $37,999

Mr Adent’s total compensation was $2,507,046

The ratio of Mr. Adent’s compensation to the compensation of the median employee was 66:1.

The Pay Ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the ratio reported by other companies.

COMPENSATION OF DIRECTORS

Director Compensation

This table sets forth information regarding compensation paid during fiscal 20152021 to directors who were not employees.

 

Name

  Fees Earned
Or Paid In
Cash
   Option
Awards (1)
   All Other
Compensation
   Total 

William T. Boehm, Ph.D.

  $38,000    $37,039     —      $75,039  

Richard T. Crowder, Ph.D.

   37,500     37,039     —       74,539  

A. Charles Fischer

   35,000     37,039     —       72,039  

Ronald D. Green, Ph.D .

   20,000     61,732     —       81,732  

G. Bruce Papesh

   34,500     37,039     —       71,539  

Jack C. Parnell

   36,000     37,039     —       73,039  

Thomas H. Reed

   35,500     37,039     —       72,539  

Clayton K. Yeutter, Ph.D.

   37,000     37,039     —       74,039  

Name

  Fees Earned
or Paid in
Cash (1)
   Equity-
Based
Awards (2)
   Total 

William T. Boehm, Ph.D.

  $43,490   $59,995   $103,485 

James C. Borel

   48,990    59,995    108,985 

Ronald D. Green, Ph.D.

   41,740    59,995    101,735 

G. Bruce Papesh (3)

   35,332    —      35,332 

Ralph A. Rodriguez

   25,000    59,995    84,995 

James P. Tobin

   43,490    59,995    103,485 

Darci L. Vetter

   41,740    59,995    101,735 

Catherine E. Woteki, Ph.D.

   25,000    59,995    84,995 

 

(1)

In reaction to the COVID-19 pandemic, the Board elected, in April 2020, to forgo their retainer effective April 23-May 31, 2020. This reduction, which totaled $4,260 per director, except for Mr. Rodriguez and Dr. Woteki, who had not yet been elected to the Board at that time, was reflected in the directors’ fiscal 2021 compensation.

(2)

Calculations use grant-date fair value based on Codification Topic 718 for the fiscal 2015 stock option2021 equity-based grants. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period. For information on valuation assumptions for the option grants, see “Compensation Discussion and Analysis—Compensation Elements—Long-term Incentive Compensation.”

(3)

Mr. Papesh resigned from the Board effective February 28, 2021. Fees earned were for service through that date; his equity- based award from October 2020 was forfeited, as it had not yet vested.

The following table sets forth the fiscal 20152021 compensation cost recognized for fiscal 20152021 equity-based awards to directors and the portion of awards vested in fiscal 20152021 from prior grants as shown in the “Option Awards” column.

Option Awards

 

Name

  2015
Awards
   2014
Awards
   2013
Awards
   Total 

William T. Boehm, Ph.D.

  $12,346    $16,923    $13,810    $41,008  

Richard T. Crowder, Ph.D.

   12,346     16,923     13,810     41,008  

A. Charles Fischer

   12,346     16,923     13,810     41,008  

Ronald D. Green, Ph.D.

   20,577     —       —       20,577  

G. Bruce Papesh

   12,346     16,923     13,810     41,008  

Jack C. Parnell

   12,346     16,923     13,810     41,008  

Thomas H. Reed

   12,346     16,923     13,810     41,008  

Clayton K. Yeutter, Ph.D.

   12,346     16,923     13,810     41,008  

Name

  2021
Awards
   2020
Awards
   2019
Awards
   2018
Awards
   Total 

William T. Boehm, Ph.D.

  $11,825   $15,548   $16,673   $6,842   $50,888 

James C. Borel

   11,825    15,548    16,673    6,842    50,888 

Ronald D. Green, Ph.D.

   11,825    15,548    16,673    6,842    50,888 

G. Bruce Papesh (1)

   —      6,151    6,442    6,842    19,435 

Ralph A. Rodriguez

   11,825    —      —      —      11,825 

James P. Tobin

   11,825    15,548    16,673    6,842    50,888 

Darci L. Vetter

   11,825    16,003    19,662    11,404    58,894 

Catherine E. Woteki, Ph.D.

   11,825    —      —      —      11,825 

 

(1)

Mr. Papesh resigned from the Board effective February 28, 2021. His equity-based award from October 2020 was forfeited, as it had not yet vested.

The grant-date fair value of the stock option and RSU awards granted in fiscal 2015,2021, the compensation cost recognized for fiscal 20152021 grants, and outstanding optionequity awards at May 31, 20152021 were:

 

Name

  Grant-Date
Fair Value based
Codification Topic
718 for 2015
Grants
   Compensation
Cost
Recognized
for 2015
Grants
   Option
Awards
Outstanding
at May 31,
2015
 

William T. Boehm, Ph.D.

  $37,039    $12,346     18,000  

Richard T. Crowder, Ph.D.

   37,039     12,346     27,750  

A. Charles Fischer

   37,039     12,346     16,500  

Ronald D. Green, Ph.D.

   61,732     20,577     16,500  

G. Bruce Papesh

   37,039     12,346     50,250  

Jack C. Parnell

   37,039     12,346     13,000  

Thomas H. Reed

   37,039     12,346     25,500  

Clayton K. Yeutter, Ph.D.

   37,039     12,346     36,750  
   Grant Date
Fair Value based
Codification Topic

718 for 2021
Grants
   Compensation
Cost
Recognized

for 2021
Grants
   Outstanding at May 31, 2021 

Name

  RSU Awards   Option Awards 

William T. Boehm, Ph.D.

  $59,995   $11,825    850    27,780 

James C. Borel

   59,995    11,825    850    37,114 

Ronald D. Green, Ph.D.

   59,995    11,825    850    41,560 

G. Bruce Papesh (1)

   —      —      —      —   

Ralph A. Rodriguez

   59,995    11,825    850    3,780 

James P. Tobin

   59,995    11,825    850    37,114 

Darci L. Vetter

   59,995    11,825    850    29,114 

Catherine E. Woteki, Ph.D.

   59,995    11,825    850    3,780 

(1)

Mr. Papesh resigned from the Board effective February 28, 2021. All unvested awards on that date were forfeited; vested options were exercised within 90 days of that date.

Prior to October 2020, all non-employee Directors arereceived an annual retainer of $32,000 (paid quarterly). Each Director also received $1,000 for each Board meeting and $500 for each committee meeting attended. Directors were granted non-qualified options to purchase 5,000 shares of Common Stock when first elected to the Board and arewere granted non-qualified options to purchase 3,000 shares of Common Stock upon subsequent election to, or commencement of annual service on, the Board. TheFor option grants issued prior to 2017, the options expire ten years after the date of grant and vest over three years in equal annual installments commencing with the first anniversary of the date of grant. Non-employeeEffective with the 2017 grants, stock option grants expire five years after the date of the grant and vest over three years in equal annual installments.

Effective October 2020, Board compensation was adjusted as follows: Directors receive an annual retainer; throughretainer of $40,000 (paid quarterly), with the first two quartersChairman of fiscal 2015, the annual retainer was $24,000. Effective December 1, 2014,Board paid an additional $15,000. Members of the annual retainer was increased to $32,000 (paid quarterly). Each Director also receives $1,000 for each Board meetingGovernance, Compensation and $500 forInnovation, Science and Technology committees are paid $5,000 annually, while members of the Audit Committee receive $7,500; the Chair of each committee meeting attended. All directorsis paid an additional $5,000 to reflect the additional responsibility and effort required of the role. Board members receive an additional $60,000 in equity-based compensation, split equally between non-qualified options to purchase Company stock, with three-year vesting and five-year lives, and restricted stock units, with three-year vesting. These awards are eligiblegranted on the date of election to, receive reimbursement for all ordinary travel expenses related to attendance at Board or committee meetings.commencement of annual service on, the Board.

AUDIT COMMITTEE REPORT

The undersigned constitute the Audit Committee of the Board of the Company. The Audit Committee serves in an oversight capacity and is not intended to be part of the Company’s operational or managerial decision-making process. Management is responsible for the preparation, integrity and fair presentation of information in the consolidated financial statements, the financial reporting process and internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing independent audits of the consolidated financial statements and an audit of management’s assessment of internal control over financial reporting. The Audit Committee monitors and oversees these processes. The Audit Committee also approves the selection and appointment of the Company’s independent registered public accounting firm and recommends the ratification of such selection and appointment to the shareholders.

In this context, the Audit Committee met and held discussions with management and BDO, the Company’s independent registered public accounting firm, throughout the year and regularly reported the results of our activities to the Board. Specifically, the following were completed:

 

Reviewed and discussed the audited financial statements for the fiscal year ended May 31, 20152021 with the Company��sCompany’s management;

 

Discussed with BDO the matters required to be discussed by SAS 61 (Codification of Statements onPublic Company Accounting Oversight Board Auditing Standards), as amended;Standard No. 16, Communications with Audit Committees; and

 

Received written disclosure regarding independence from BDO as required by applicable requirements of the PCAOBPublic Company Accounting Oversight Board for independent auditor communications with audit committees concerning their independence and discussed with BDO its independence.

Based on the above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s fiscal year 2015 annual report2021 Annual Report on Form 10-K and the Company’s annual report2021 Annual Report to shareholders.

Submitted by:

Clayton K. Yeutter, Ph.D.

Richard T. Crowder, Ph.D.

William T. Boehm, Ph.D. (Chairman)

James C. Borel

James P. Tobin

Members of the Audit Committee

ADDITIONAL INFORMATION

Shareholder Proposals for the 20162022 Annual Meeting

Shareholder proposals intended to be presented at the 2016 annual meeting2022 Annual Meeting of shareholders and that a shareholder would like to have included in the Proxy Statement and form of proxy relating to that meeting must be received by the Company at its principal executive offices at 620 Lesher Place, Lansing, Michigan, 48912 for consideration no later than May 1, 20163, 2022 to be considered for inclusion in the proxy statement and form of proxy related to that meeting. Such proposals of shareholders should be made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934. All other proposals of shareholders that are intended to be presented at

Under the 2016 annual meeting must be received by the Company no later than May 1, 2016 or they will be considered untimely.

Under ourCompany’s Bylaws, proposals of shareholders intended to be submitted to a formal vote (other than proposals to be included in our proxy statement) at the 2016 annual meeting2022 Annual Meeting may be made only by a shareholder of record who has given notice of the proposal to the Secretary of the Company at our principal executive offices no earlier than 90 days and no later than 60 days prior to the anniversary of the preceding year’s annual meeting; provided, however that in the event that the date of the annual meeting is advanced by more than

30 days or delayed by more than 60 days from such anniversary date or if the Company has not previously held an annual meeting, notice by the shareholder to be timely must be given no earlier than 90 days prior to such annual meeting and no later than 60 days prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The notice must contain certain information as specified in our Bylaws. Assuming that our 2016 annual meeting2022 Annual Meeting is not advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the 2015 annual meeting,2021 Annual Meeting, we must receive notice of an intention to introduce a nomination or other item of business at the 2016 annual meeting2022 Annual Meeting after July 3, 2016,11, 2021, and no later than August 2, 2016.10, 2021.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires beneficial owners of more than 10% of the Company’s common stock, among others, to file reports with respect to changes in their ownership of common stock. During fiscal 2015,2021, to the Company’s knowledge, none of the directors, executive officers and 10% shareholders of the Company failed to comply with the requirements of Section 16(a)., except for the exceptions listed. Form 3’s were filed late on behalf of Mr. Rodriguez and Dr. Woteki, due to issues in initial registration with SEC.

Other Actions

At this time, no other matter other than those referred to above is known to be brought before the meeting.Annual Meeting. If any additional matter(s) should properly come before the meeting,Annual Meeting, it is the intention of the persons named in the enclosed proxy to vote said proxy in accordance with their judgment on such matter(s).

Notice of Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on October 1, 2015.7, 2021. Seehttp/http://www.neogen.com/Corporate/invest.htmlen/investor-information for a copy of the 20152021 proxy statement and annual report.

Annual Report.

Expenses of Solicitation

The cost of solicitation of proxies for the Annual Meeting is being paid by the Company. In addition to solicitation by mail, proxies may be solicited by officers, directors and regular employees of the Company personally, by telephone or other means of communication. The Company will, upon request, reimburse brokers and other nominees for their reasonable expenses in forwarding the proxy material to the beneficial owners of the stock held in street name by such persons.

By Order of the Board,

 

LOGOLOGO

Steven J. QuinlanAmy Rocklin

Corporate Secretary

August 28, 201531, 2021

Appendix A

NEOGEN CORPORATION

Neogen Corporation 2015 Omnibus Incentive Plan2021 EMPLOYEE STOCK PURCHASE PLAN

(Effective October 1, 2015)1. GENERAL; PURPOSE.

1. Purposes of Plan.(a) The purposesPlan provides a means by which Eligible Employees of thisthe Company and certain Designated Companies may be given an opportunity to purchase Common Shares. The Plan are (a)permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives and awardsfor such persons to Employees, Directors and Consultantsexert maximum efforts for the success of the Company and its Related Corporations and Affiliates.

(c) The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan), and the Company will designate which Designated Company is participating in each separate Offering.

2. ADMINISTRATION.

(a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

(ii) To designate from time to time which Related Corporations will be eligible to participate in the Plan as Designated 423 Corporations or as Designated Non-423 Corporations, which Affiliates may be included in or excluded from participation in the Plan, and which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings).

(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.

(iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

(v) To suspend or terminate the Plan at any time as provided in Section 12.

(vi) To amend the Plan at any time as provided in Section 12.

(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company, its Related Corporations, and Affiliates and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan.

(viii) To adopt such rules, procedures and sub-plans relating to the operation and administration of the Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in the Plan by encouraging theirEmployees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans, which, if applicable to a Designated Non-423 Corporation, do not have to comply with the requirements of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements.

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

3. COMMON SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of Common Shares that may be issued under the Plan will not exceed 1,000,000 Common Shares.

(b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the Common Shares not purchased under such Purchase Right will again become available for issuance under the Plan.

(c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Shares, including shares repurchased by the Company on the open market.

4. GRANT OF PURCHASE RIGHTS; OFFERING.

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering, the Offering Period for which shall be selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the Offering Document or otherwise) the Offering Period, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right

with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.

5. ELIGIBILITY.

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the commencement of the Offering Period, the Employee has been in the employ of the Company, a Related Corporation, or an Affiliate, as the case may be, for a continuous period of 180 days preceding such Offering Period. In addition, no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the commencement of the Offering Period, such Employee’s customary employment with the Company, the Related Corporation, or the Affiliate, as applicable, is more than 20 hours per week and more than five months per calendar year.

(b) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing three percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.

(c) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock and (b) to aidPurchase Plans of the Company and any Related Corporations or Affiliates, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation or Affiliates to accrue at a rate which, when aggregated, exceeds US$25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of the commencement of their respective Offering Periods) for each calendar year in which such rights are outstanding at any time.

(d) Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

(e) Purchase Rights under the 423 Component may be granted only to Employees of the Company or a Related Corporation. Employees of an entity which is treated as a partnership for federal income tax purposes may be granted Purchase Rights only under the Non-423 Component and only if the entity is an Affiliate.

6. PURCHASE RIGHTS; PURCHASE PRICE.

(a) On the commencement of each Offering Period, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of Common Shares (rounded down to the nearest whole share) purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding 10%, of such Employee’s Total Compensation during the period that begins on the first day of such Offering Period (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

(b) The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and Common Shares will be purchased in accordance with such

Offering. For each 423 Component of the Plan, unless the Board determines otherwise, there shall be two semi-annual Offering Periods each year, one beginning on June 1 and ending on November 30, with a Purchase Date of November 30, and one beginning on December 1 and ending on May 31, with a Purchase Date of May 31.

(c) In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of Common Shares that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of Common Shares that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of Common Shares that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of Common Shares issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the Common Shares (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

(d) The purchase price of Common Shares acquired pursuant to Purchase Rights will be not less than the lesser of:

(i) an amount equal to 95% of the Fair Market Value of the Common Shares on the commencement of the Offering Period (rounded up to the nearest whole cent per Common Share); or

(ii) an amount equal to 95% of the Fair Market Value of the Common Shares on the applicable Purchase Date (rounded up to the nearest whole cent per Common Share).

7. PARTICIPATION; WITHDRAWAL; TERMINATION.

(a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company or to the Company Designee, within the time specified in the Offering, an enrollment form provided by the Company or Company Designee. The enrollment form will specify the amount of Contributions, which must be an integral percentage amount (i.e., a whole number percentage) ranging from 1% to 10% of such Participant’s Total Compensation during the Offering Period. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable laws or regulations require that Contributions be deposited with a Company Designee or otherwise be segregated. There shall be no interest paid on the balance outstanding in the Participant’s account, except where required by local law as determined by the Board. If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under applicable laws or regulations or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through a payment by cash, check, or wire transfer prior to a Purchase Date, in a manner directed by the Company or a Company Designee.

(b) So long as a Participant remains an Eligible Employee, payroll deductions will continue in effect from Offering Period to Offering Period unless the Participant:

(i) on or before the end of the current Offering Period, elects a different contribution percentage by providing a new participation form to the Company Designee; such change in contribution percentage will become effective by the beginning of the next Offering Period following the Company Designee’s receipt of the Participant’s new participation form; or

(ii) withdraws from participation in the Plan.

(c) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company prior to 10 business days before the end of the current Offering Period. Upon such withdrawal, such Participant’s Purchase

Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

(d) Unless otherwise required by applicable law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason or (ii) is otherwise no longer eligible to participate and shall distribute to such Participant or the Participant’s beneficiary after such Offering Period any Contributions remaining in the Participant’s account. For purposes of this Plan, unless the Board determines otherwise, a Participant receiving short-term disability payments shall not be deemed to have ceased to be an Eligible Employee of the Company (and such payments shall be deemed to be part of his or her Total Compensation) unless and until he or she becomes eligible to receive long-term disability benefits.

(e) During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10.

8. EXERCISE OF PURCHASE RIGHTS.

(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of Common Shares, up to the maximum number of Common Shares permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering.

(b) If the number of shares for which Purchase Rights are exercised exceeds the number of shares remaining available in any Offering Period under the Plan, the shares available for sale will be allocated pro rata among the Participants in such Offering Period in proportion to the relative amounts in their accounts, subject to rounding to allocate only whole Common Shares. In such event, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of Common Shares on a Purchase Date in an Offering, then such remaining amount will be distributed to such Participant as soon as practicable after the applicable Purchase Date, without interest, unless the payment of interest is required by applicable laws.

(c) No Purchase Rights may be exercised to any extent unless the Common Shares to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the Common Shares are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the Common Shares are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 6 months from the commencement of the Offering Period. If, on the Purchase Date, as delayed to the maximum extent permissible, the Common Shares are not registered and the Plan is not in material compliance with all applicable laws or regulations, as determined by the Company in its Affiliatessole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest, unless the payment of interest is required by applicable laws.

9. COVENANTS OF THE COMPANY.

The Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell Common Shares thereunder unless the Company determines, in retaining such Employees, Directors and Consultants, upon whoseits sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company’s successCompany

is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and future growth depends,sale of Common Shares under the Plan, and attractingat a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Shares upon exercise of such Purchase Rights.

10. DESIGNATION OF BENEFICIARY.

(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any Common Shares and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company or as approved by the Company for use by a Company Designee.

(b) If a Participant dies, in the absence of a valid beneficiary designation, the Company will deliver any Common Shares and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such Common Shares and/or Contributions, without interest, unless the payment of interest is required by applicable laws, to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. ADJUSTMENTS UPON CHANGES IN COMMON SHARES; CORPORATE TRANSACTIONS.

(a) In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and number of securities subject to, and the purchase price applicable to, outstanding Offerings and Purchase Rights, and (iii) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive.

(a) In the event of a Corporate Transaction, then: (i) the Board may, in its discretion and without Participant consent, in connection with such individuals.transaction, cancel each outstanding Purchase Right and refund all sums previously collected from Participants under the canceled Purchase Rights, (ii) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the shareholders in the Corporate Transaction) for outstanding Purchase Rights, or (iii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase Common Shares (rounded down to the nearest whole share) within ten business days prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.

12. AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.

2. Definitions.(a) ExceptThe Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, shareholder approval will be required for any amendment of the Plan for which shareholder approval is required by applicable laws, regulations or listing requirements, including any amendment that either (i) increases the number of Common Shares available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which Common Shares may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each

of (i) through (v) above only to the extent shareholder approval is required by applicable laws, regulations, or listing requirements.

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain any special tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the 423 Component complies with the requirements of Section 423 of the Code.

13. SECTION 409A OF THE CODE; TAX QUALIFICATION.

(a) Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code under U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii) and any ambiguities will be construed and interpreted in accordance with such intent. Purchase Rights granted under the Non-423 Component are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) below, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 13(b) below, in the case of a Participant who would otherwise definedbe subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto.

(b) Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) above. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

14. SALE OR DISTRIBUTION OF COMMON SHARES ACQUIRED UNDER THE PLAN

(a) Participants who elect to have the custodian selected by the Company (the “Custodian”) or a broker-dealer selected by the Company hold the Common Shares they acquire under the Plan may sell those shares only as of the first business day of each calendar quarter and only if the Participant submits a sales request form, electronic authorization or other sales authorization means provided by the Company to the Company Designee at least ten business days before the date on which the Participant desires to have the Common Shares sold. Other Participants who elect to receive a certificate for the Common Shares they acquire under the Plan or to hold the shares in book entry form may sell those Common Shares at any time without restriction under the Plan.

(b) Participants and former Participants who elect to have the Custodian or a broker-dealer selected by the Company hold the Common Shares they acquire under the Plan may withdraw those shares and have certificates issued in the Participant’s name only as of the first business day of each calendar quarter and only if the Participant submits a share withdrawal request form, electronic authorization or other share withdrawal authorization means provided by the Company to the Company Designee at least ten business days before the date on which the Participant desires to have the Common Shares withdrawn.

(c) Certificates for Common Shares acquired under the Plan and shares held in book entry form shall be for whole shares only. Upon the issuance of any certificate for Common Shares or transfer of Common Shares to book entry form for a Participant, or the sale of shares of Common Shares held for a Participant, any fractional share held for a Participant by the Custodian or broker-dealer selected by the Company shall be sold by the Custodian or the broker-dealer selected by the Company on a date selected by the Custodian or broker-dealer, as part of a sale transaction involving whole shares, and the Participant shall be paid the value of such fractional shares on the date of such sale.

(d) A Participant shall immediately provide information to the Company Designee if the Participant transfers any shares purchased through the Plan within two years from the date of grant of the related Purchase Right. Such transfers shall include transfers into street name and dispositions by sale, gift or other manner. The Participant shall disclose the name of the transferee, the manner of the transfer, the date of the transfer, the number of shares involved and the transfer price. By participating in the Plan, each Participant obligates himself or herself to provide such information to the Company Designee.

(e) The Company is authorized to withhold from any payment to be made to a Participant, including any payroll and other payments not related to the Plan, or to require any Participant to pay to the Company, amounts of withholding and other taxes due in connection with any transaction under the Plan or any transaction involving Common Shares acquired under the Plan, and a Participant’s enrollment in the Plan will be deemed to constitute his or her consent to such withholding.

15. EFFECTIVE DATE OF PLAN.

No Purchase Rights will be exercised unless and until the date on which the Plan has been approved by the shareholders of the Company (the “Effective Date”), which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board.

16. MISCELLANEOUS PROVISIONS.

(a) Proceeds from the sale of Common Shares pursuant to Purchase Rights will constitute general funds of the Company.

(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, Common Shares subject to Purchase Rights unless and until the Participant’s Common Shares acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at-will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company, a Related Corporation, or an Affiliate, or on the part of the Company, a Related Corporation, or an Affiliate to continue the employment of a Participant.

(d) The provisions of the Plan will be governed by the laws of the State of Michigan without resort to that state’s conflicts of laws rules.

(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

(f) If any provision of the Plan does not comply with applicable law or regulations, such provision shall be construed in such a manner as to comply with applicable law or regulations.

17. DEFINITIONS.

As used in the Plan, the following definitions will apply to the capitalized terms shall have the meanings set forthindicated below:

(a)Affiliate423 Component” means with respectthe part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

(b)Affiliate” means any entity, other than a Related Corporation, in which the Company a Personhas an equity or other ownership interest and that is directly or indirectly through one or more intermediaries, controls, or is controlled by, controls, or is under common control with the Company. For purposes of clarity, Affiliate shall includeCompany, in all Subsidiaries of the Company.

(b) “Award” means individually or collectively, a grant under this Plan of Non-qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Other Stock and Stock Unit Awards. Each Award shall be evidenced by an Award Agreement containing such terms and conditionscases, as the Committee may approve, but such terms and conditions shall be consistent with any applicable terms and conditions specified in the Plan.

(c) “Award Agreement” means an agreement, certificate, resolution or other form of writing or other evidence approveddetermined by the CommitteeBoard, whether now or hereafter existing. Without limitation, an Affiliate includes any non-corporate entity in which sets forth the terms and conditions ofCompany has an Award. An Award Agreement may be in an electronic medium, may be limited to a notation on the Company’s books and records and, if approvedownership interest, which is controlled by the Committee, need not be signed byCompany and which is treated as a representative of the Company or a Participant.partnership for federal income tax purposes.

(d)(c)Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

(e) “Board” or “Board of Directors” means the Board of Directors of the Company.

(f)(d)CauseCapitalization Adjustment” means unless otherwise set forthany change that is made in, an applicable employment agreementor other events that occur with a Participant, Participant’s (i) commissionrespect to, the Common Shares subject to the Plan or subject to any Purchase Right after the Effective Date without the receipt of a crime of moral turpitude or a felony that involves financial misconduct or moral turpitude or has resulted, or reasonably could be expected to result, in imprisonment of the Participant or any adverse publicity regarding Participant orconsideration by the Company or economic injury to the Company, (ii) dishonesty or willful commission or omissionthrough merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of any action that has resulted, or reasonably could be expected to result,shares, exchange of shares, change in any adverse publicity regarding Participant or the Company or has caused, or reasonably could be expected to cause, demonstrable and serious economic injury to the Company, or (iii) material breach of this Agreement, any other agreement entered into between a Participant and the Company or any Affiliates, or the Company’s policies and procedures as may be implemented from time to time (other than as a result of the Disability of Participantcorporate structure or other factors outside of Participant’s control) after notice and a reasonable opportunity to cure (if such breach can be cured).

(g) “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

(i) any “person,”similar equity restructuring transaction, as suchthat term is used in Sections 13(d) and 14(d)Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of the Exchange Act (other than the Company, any of its Subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its Subsidiaries), together with all “affiliates” and

“associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the Beneficial Owner, directly or indirectly, ofconvertible securities of the Company representing 40 percentwill not be treated as a Capitalization Adjustment.

(e)Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(f)Committee” means a committee of one or more of either (A) the combined voting powermembers of the Company’s then outstanding securities havingBoard to whom authority has been delegated by the right to voteBoard in an election ofaccordance with Section 2(c).

(g)Common Shares” means the Company’s Board of Directors (“Voting Securities”) or (B) the then outstandingCommon Shares of the Company, (in either such casepar value $.16 per share.

(h)Company” means Neogen Corporation, a Michigan corporation.

(i)“Contributions” means the payroll deductions and/or other than aspayments specifically provided for in the Offering that a resultParticipant contributes to fund the exercise of acquisitiona Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already contributed the maximum permitted amount of securities directly frompayroll deductions and/or other payments during the company);Offering.

(j)Corporate Transaction” means the consummation, in a single transaction or

(ii) persons who, as in a series of related transactions, of any one or more of the Effective Date, constitutefollowing events:

(i) a sale or other disposition of all or substantially all, as determined by the Company’s Board of Directors (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majorityin its sole discretion, of the Board, provided that any person becoming a director of the Company subsequent to the Effective Date whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall, for purposes of this Plan, be considered an Incumbent Director; or

(iii) if (A) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (B) any Person shall consolidate with, or merge with, the Company, and the Company shall be the continuing or surviving corporation and in connection therewith, all or part of the outstanding Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (C) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a Subsidiary of any other Person, or (D) the Company shall sell or otherwise transfer substantially all of theconsolidated assets of the Company and its Subsidiaries (takensubsidiaries;

(ii) a sale or other disposition of more than 50% of the outstanding securities of the Company;

(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Common Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(k)Designated 423 Corporation” means any Related Corporation selected by the Board as participating in the 423 Component.

(l)Designated Company” means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however, that at any given time, a whole) to any Person or Persons.

NotwithstandingRelated Corporation participating in the foregoing, a “Change in Control”423 Component shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Stock or other Voting Securities outstanding, increases (x) the proportionate number of shares of Stock beneficially owned by any person to 40 percent or more of the shares of Stock then outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any person to 40 percent or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional shares of Stock or other Voting Securities (other than pursuant to a share split, share dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

Notwithstanding that anything else to the contrary contained in this Section 2(g) to the extent “Change in Control” is a payment trigger, and not merely a vesting trigger, for any 409A Award, a “Change in Control” shall not be deemed to have occurred unless such “Change in Control” is also a changeRelated Corporation participating in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as described in Treas. Reg. Section 1.409A-3(i)(5).Non-423 Component.

(h)(m)Code” means the Internal Revenue Code of 1986 and any successor statute thereto, as amended, including the rules and regulations promulgated thereunder.Designated Non-423

(i) “Committee” means the Stock Option Committee of the Board, or any other committee of the Board to the extent designated by resolution of the Board, which committee shall be constituted as provided in Section 3 hereof.

(j) “Company” means Neogen Corporation or any successor thereto as provided in Article 18 hereof.

(k) “Consultant” means any natural person, including an advisor, engagedRelated Corporation or Affiliate selected by the Company or an Affiliate to render bona fide services to such entity (other thanBoard as participating in connection with the offer or sale of securities in a capital-raising transaction or to promote or maintain a market for the Company’s securities).Non-423

Component.

(l)(n)Covered Employee” means a Participant who is a Covered Employee within the meaning of Section 162(m)(3) of the Code.

(m) “Director” means a member of the Board, or a memberBoard.

(o)Effective Date” means the effective date of the board of directors of an Affiliate.

(n) “Disability” or “Disabled” means with respect to any other Participant, a condition under which the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

A Participant shall not be deemed to be DisabledPlan, as a result of any condition that:

(A) was contracted, suffered, or incurred while such Participant was engaged in, or resulted from such Participant having engaged in, a felonious activity; or

(B) resulted from an intentionally self-inflicted injury or an addiction to drugs, alcohol, or substances which are not administered under the direction of a licensed physician as part of a medical treatment plan.

The Disability of a Participant and the date on which a Participant ceases to be employed by reason of Disability shall be determined by the Company, in accordance with uniform principles consistently applied, on the basis of such evidence as the Committee and the Company deem necessary and desirable, and its good faith determination shall be conclusive for all purposes of the Plan. The Committee or the Company shall have the right to require a Participant to submit to an examination by physicians and to submit to such reexaminations as the Committee or the Company shall require in order to make a determination concerning the Participant’s physical or mental condition; provided, however, that a Participant may not be required to undergo a medical examination more often than once each 180 days. If any Participant engages in any occupation or employment (except for rehabilitation as determined by the Committee) for remuneration or profit, which activity would be inconsistent with the finding of Disability, or if the Committee, on the recommendation of the Company, determines on the basis of a medical examination that a Participant no longer has a Disability, or if a Participant refuses to submit to any medical examination properly requested by the Committee or the Company, then in any such event, the Participant shall be deemed to have recovered from such Disability. Notwithstanding the foregoing, in the event a Participant is employed under a written employment agreement with the Company or one of its Affiliates which agreement includes a definition of “disability,” “disability” shall have the meaning set forth in such agreement; provided, however, toSection 135.

(p)Eligible Employee” means an Employee who meets the extent such agreement is silent on any of the determination provisionsrequirements set forth in this paragraph,the document(s) governing the Offering for eligibility to participate in the Offering, provided that such provisions shall apply.Employee also meets the requirements for eligibility to participate set forth in the Plan.

The Committee in its discretion may revise this definition of “Disability” for any grant, except to the extent that the Disability is a payment event under a 409A Award, in which event the definition of “Disability” in Treas. Reg. Section 1.409A.-3(i)(4) shall apply and cannot be changed after the 409A Award is granted.

(o)(q)Eligible Person” means any Employee Director or Consultant and includes non-Employees to whom an offer of employment has been or is being extended.

(p) “Employee” means any person, whomincluding an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the Company or any Affiliate classifies as an employeea Related Corporation (including an officer) for employment tax purposes, whetherAffiliate). However, service solely as a Director, or not that classification is correct. The payment by the Company of a director’s fee tofor such services, will not cause a Director shall notto be sufficientconsidered an “Employee” for purposes of the Plan.

(r)Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to constitute “employment”be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of such Director by the Company.Code.

(q)(s)Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended includingand the rules and regulations promulgated thereunder.

(r)(t)Fair Market Value” means, as of any date, the value of a Share,the Common Shares determined as follows: if on

(i) If the Grant Date or other determination date theCommon Shares are listed on anany established nationalstock exchange or regional share exchange, is admitted to

quotation on the Nasdaq National Market or is publicly traded on anany established securities market, the Fair Market Value of a Common Share shallwill be the closing sales price of the Sharesfor such share as quoted on such exchange or in such market (if there is more than one such(or the exchange or market with the Committee shall determine the appropriate exchange or market) on the Grant Date or such other determination date; or if there is no such reported closing price, the Fair Market Value shall be the mean between the high and low sale prices on suchgreatest volume of trading day, or if no sale of Shares is reported, the mean between the highest bid and lowest asked price on such trading day, or, if no bid and asking price is reported for such trading day, the reported closing price on the next preceding day on which any sale shall have been reported. If the Shares are not listed on such an exchange, quoted on such system or traded on such a market, the Fair Market Value shall be the value of the Shares as determined by the Committee in good faith; provided that such valuation with respect to any Award that the Company intends to be a stock right not providing for the deferral of compensation under Treas. Reg. Section 1.409A-1(b)(5)(i) (Non-Qualified Options) shall be determined by the reasonable application of a reasonable valuation method, as described in Treas. Reg Section 1.409A-1(b)(5)(iv)(B). In the case of an Incentive Stock Option, if the foregoing method of determining fair market value is inconsistent with Section 422 of the Code, then Fair Market Value shall be determined by the Committee in a manner consistent with such Section of the Code and shall mean the value so determined.

(s) “409A Award” means any Award that is treated as a deferral of compensation subject to the requirements of Section 409A of the Code.

(t) “Grant Date” means the date on which an Award is made by the Committee or the Board of Directors under this Plan or such later date as may be specified by the Committee or the Board.

(u) “Incentive Stock Option” or “ISO” means an option to purchase Stock, granted under Section 6 hereof, which is designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code.

(v) “Non-qualified Stock Option” or “NQSO” means an option to purchase Stock, granted under Section 6 hereof, which is not intended to be an Incentive Stock Option.

(w) “Option” means an Incentive Stock Option or a Non-qualified Stock Option.

(x) “Option Price” means the exercise price for each Share subject to an Option.

(y) “Optionee” means the holder of an Option.

(z) “Other Stock and Stock Unit Award” means awards of unrestricted Shares, or other awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other securities of the Company.

(aa) “Outside Director” means a member of the Board who is not an employee of the Company or any Affiliate.

(bb) “Participant” means any Eligible Person who has been granted an Award under the Plan.

(cc) “Performance Award” means a performance-based Award, which may be in the form of either Performance Shares or Performance Units.

(dd) “Performance Measures” means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index): (i) achieving a level of Company net sales; (ii) achieving a level of earnings (including gross earnings or EBITDA, or other adjustments to EBITDA as determined by the Committee) or earnings per share; (iii) achieving a level of income or a level of gross profits for the Company, an Affiliate, or a business unit; (iv) achieving a return on the Company’s (or an Affiliate’s) capital, assets or shareholders’ equity; (v) achieving a level of appreciation in the price of the Shares of common stock; (vi) achieving a level of market share; (vii) achieving a Share price; (viii) achieving a level of

earnings or income performance relative to peer companies over a specified period; (ix) achieving specified reductions of costs or targeted levels of costs; (x) achieving specified improvements in collection of outstanding accounts or specified reductions in non-performing debts; (xi) achieving a level of cash flow; (xii) introducing one or more products into one or more new markets; (xiii) acquiring a prescribed number of (or sales volume related to) new customers in a line of business, or maintaining a prescribed number of (or sales volume related to) existing customers; (xiv) achieving a level of productivity within one or more business units; (xv) completing specified projects within or below the applicable budget; (xvi) completing acquisitions or dispositions of other businesses or assets, or integrating acquired businesses or assets; (xvii) expanding into other markets; (xviii) scientific or regulatory achievements; and (xix) implementation, completion or attainment of measurable objectives with respect to research, development, patents, inventions, products, projects or facilities and other key performance indicators. Subject to any exceptions noted in this Section 2(dd), Section 9(d) hereof, or any Award Agreement and any exceptions approved by the Committee, each such objective shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company. Performance Measures may vary from performance period to performance period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

(ee) “Performance Share” means an Award, designated as a Performance Share, granted to a Participant pursuant to Section 9 hereof, the value of which is determined by the Fair Market Value of the Stock in a manner deemed appropriate by the Committee and described in the Award Agreement.

(ff) “Performance Unit” means an Award, designated as a Performance Unit, granted to a Participant pursuant to Section 9 hereof, the value of which is determined, in whole or in part, by the attainment of preestablished goals relating to Company financial or operating performance as deemed appropriate by the Committee and described in the Award Agreement.

(gg) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is restricted, pursuant to Section 8 hereof.

(hh) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)(3).

(ii) “Plan” means the Neogen Corporation 2015 Omnibus Incentive Plan, as hereafter amended.

(jj) “Related Option” means an Incentive Stock Option or a Non-qualified Stock Option granted in conjunction with the grant of a Stock Appreciation Right.

(kk) “Restricted Stock” means an Award, designated as Restricted Stock, granted to a Participant pursuant to Section 8 hereof.

(ll) “Restricted Stock Unit” means an Award, designated a Restricted Stock Unit, granted to a Participant pursuant to Section 8 hereof.

(mm) “Retirement” means termination of employment or service by a Participant with the consent of the Committee on or after age 65, or any other definition established by the Committee, in its discretion, either in any Award or in writing after the grant of any Award, provided that the definition of Retirement with respect to the timing of payment (and not merely vesting) of any 409A Award cannot be changed after the Award is granted.

(nn) “Rule 16b-3” means Rule 16b-3 adopted pursuant to Section 16(b) of the Exchange Act.

(oo) “SAR Exercise Price” means the per share exercise price of an SAR granted to a Participant under Section 7 hereof.

(pp) “Secretary” means the officer designated as the Secretary of the Company.

(qq) “Section 16 Person” means a Participant who is subject to Section 16(b) of the Exchange Act with respect to transactions involving Stock.

(rr) “Stock” or “Shares” means the common stock of the Company, $0.16 par value.

(ss) “Stock Appreciation Right” or “SAR” means an Award, designated as a Stock Appreciation Right, granted to a Participant pursuant to Section 7 hereof.

(tt) “Subsidiary” means a subsidiary of the Company within the meaning of Section 424(f) of the Code.

(uu) “Substitute Award” means any Award granted or issued to a Participant in assumption of, or in substitution for, outstanding awards, or the right or obligation to make future awards by a company acquired by the Company or with which the Company combines (by merger, asset acquisition or otherwise).

(vv) “Ten Percent Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding shares of the Company, its parent, or any of their Subsidiaries. In determining share ownership, the attribution rules of Section 424(d) of the Code shall be applied.

3. Administration.

(a) The Plan shall be administered by or pursuant to the direction of the Committee, provided that the Board may exercise all of the Committee’s powers, authority and obligations under this Plan (and any Award Agreement) at any time, in whole or in part, in the Board’s discretion. All determinations and interpretations made by the Committee shall be final, conclusive and binding on all persons, including Participants and their legal representatives and beneficiaries. No member of the Committee or the Board shall be liable to any person for any such action taken or determination made in good faith with respect to the Plan or any Award or Award Agreement. Unless the Board determines otherwise, (i) all members of the Committee shall be “outside directors” as described in Section 162(m) of the Code, and (ii) no person shall be appointed to or serve as a member of the Committee unless at the time of such appointment and service he shall be a “non-employee director,” as defined in Rule 16b-3.

(b) The Committee, subject to the terms of the Plan, shall have plenary authority to establish such rules and regulations, make such determinations and interpretations, and take such other administrative actions as it deems necessary or advisable to the administration of the Plan, any Award or any Award Agreement. The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. In addition to any other powers and, subject to the provisions of the Plan, the Committee shall have the authority to:

(i) grant Awards and determine the terms and conditions of the Awards;

(ii) determine the Participants to whom and the times at which Awards shall be granted;

(iii) determine all terms and provisions of each Award Agreement, which need not be identical;

(iv) construe and interpret the Award Agreements and the Plan;

(v) establish, amend, or waive rules or regulations for the Plan’s administration;

(vi) to accelerate the exercisability of any Award, the end of a performance period or termination of any Period of Restriction;

(vii) establish the rights of Participants with respect to an Award upon termination of employment or service as a Director;

(viii) determine whether, to what extent, and under what circumstances an Award may be settled, forfeited, exchanged or surrendered;

(ix) amend the terms of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment that would be detrimental to the Participant, except that such consent will not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code applicable to the Award; and

(x) make all other determinations and take all other actions necessary or advisable for the administration of the Plan.

Notwithstanding the foregoing, neither the Committee nor the Board shall effect at any time directly or indirectly the repricing of any outstanding Options or SARs, including without limitation a repricing by (i) the cancellation of any outstanding Options or SARs under the Plan and the grant in substitution therefor of new Options or SARs under the Plan covering the same or different amount of Shares, or (ii) the cancellation of any outstanding Options or SARs with respect to which the Option Price or SAR Exercise Price is above Fair Market Value in exchange for a cash payment.

Unless otherwise specified in an Award Agreement, the Company retains the right to cause a forfeiture of any Award, or the gain realized by a Participant in connection therewith, on account of actions taken by the Participant in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or customers of the Company or its Affiliates, any confidentiality obligation with respect to the Company or its Affiliates, or any other policy of or agreement with the Company or its Affiliates, or as otherwise permitted by applicable laws and regulations, including but not limited to, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated under each respective act.

(c) All such actions and determinations shall be made in accordance with the Company’s governing documents and applicable law. Subject to the governing documents of the Company and applicable law, the Committee may delegate all or any portion of its authority under the Plan to a subcommittee of members of the Board and/or officers of the Company for the purposes of determining or administering Awards granted to persons who are not then subject to the reporting requirements of Section 16 of the Exchange Act. The Committee’s prior exercise of discretionary authority shall not obligate it to exercise its authority in a similar fashion thereafter.

4. Stock Available.

(a)Reserved Shares. Subject to adjustment as provided in Section 13 hereof, the maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall not exceed 3,000,000 Shares, of which no more than 500,000 Shares may be subject to awards of Performance Shares, Performance Share Units, Restricted Stock, Restricted Stock Units, unrestricted Shares or other awards pursuant to which the Participant need not pay to the Company the grant date Fair Market Value of each Share subject to the grant in connection with the exercise of the Award. There shall be no sublimit on the number of Incentive Stock Options, Nonqualified Options or Stock Appreciation Rights that may be granted under the Plan.

(b)Accounting for Shares.

(i) Except as provided in this Section 4, for every Share subject to Awards, the Shares available for grant hereunder shall be reduced by one Share. Awards to be settled only in cash shall not be counted against the Share limit above.

(ii) With respect to Performance Awards which are payable in Shares (whether in whole or in part, as elected by the Participant at the time such Award is settled), the maximum number of Shares shall be countedCommon Shares) on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan, subject to Section 4(b)(v) below.

(iii) Awards not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting Awards under the Plandetermination, as reported in such amount and at such timesource as the Awards are settled in Shares; provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as itBoard deems appropriate, in order to avoid double counting.

(iv) Substitute Awards shall not be counted against the Shares available for granting Awards under this Plan. Shares available under a shareholder approved equity plan acquired in a corporate acquisition or merger (each, a “pre-existing plan”) may be used for post-transaction Awards under this Plan without counting against the Shares reserved in Section 4(a) provided that (i) the number of Shares available for grant is appropriately adjusted to reflect the relative value of the Shares and the shares subject to the acquired entity’s equity plan, (ii) any such Award is not made beyond the period when it could have been granted under the pre-existing plan absent such transaction, and (iii) any such Award is not granted to individuals who were employed by the Company or its Affiliates immediately before the closing of such transaction. The provisions of this Section 4(b)(iv) shall be interpreted consistent with the applicable listing requirements.

(v) If any Shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of all or a portion of the Shares subject thereto (including the settlement of any Performance Awards in cash rather than Shares), then all or a portion, as applicable, of the number of Shares related to such Award shall not be counted against the Share limit above, but shall again be available for making Awards under the Plan.

(vi) Notwithstanding anything herein to the contrary, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are (x) Shares that were subject to an Option or a share-settled SAR and were not issued upon the net settlement or net exercise of such Option or SAR, (y) Shares delivered to or withheld by the Company or any Affiliate to pay the exercise price or the withholding taxes under an Option or SAR or (z) Shares repurchased on the open market with the proceeds of an Option exercise.

5. Award Eligibility and Limitations.

(a)General Rule. Awards under the Plan may be granted to any Eligible Person, provided that only Employees shall be eligible to receive Incentive Stock Options. Awards may be granted to Eligible Persons whether or not they hold or have held Awards previously granted under the Plan or otherwise granted or assumed by the Company. In selecting Eligible Persons for Awards, the Committee may take into consideration any factors it may deem relevant, including its views of the Eligible Person’s present and potential contributions to the success of the Company and its Affiliates.

(b)Limitations. During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, the number of Shares that may be granted in the form of any type of Award under this Plan in a single fiscal year to a Participant may not exceed 200,000 Shares, subject to adjustment as provided in Section 13, and excluding any Substitute Awards or other Awards described in Section 4(b)(iv) above. For avoidance of doubt, the maximum limit described in the immediately preceding sentence shall separately apply to Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Other Stock and Stock Unit Awards under Section 10 below. In addition, the maximum Performance Award opportunity that may be granted in any fiscal year and payable in cash to a Participant is $1,000,000, excluding any Substitute Awards or other Awards described in Section 4(b)(iv) above.

6. Stock Options.

(a)Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants as shall be determined by the Committee in its discretion; provided, however, ISOs may only be

granted to Employees. Subject to Sections 4 and 5 hereof, the Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant.

(b)ISO $100,000 Limitation. To the extent that the aggregate Fair Market Value of Shares (determined at the Grant Date) with respect to which Options designated as ISOs first become exercisable by a Participant in any calendar year (under this Plan and any other plan or agreement of the Company or any Affiliate) exceeds $100,000 (or such other amount as may be specified in Section 422 of the Code), such excess Options shall be treated as Non-qualified Stock Options.

(c)Option Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the terms of the Option, including the Option Price, the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options in the event of retirement, death, disability, or other termination of employment or service, and such other provisions as the Committee shall determine. The Award Agreement shall also specify whether the Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Code, or a Non-qualified Stock Option, provided that the Options will be deemed Non-qualified Stock Options in the absence of such specification.

(d)Option Price. The Option Price shall be determined by the Committee subject to the following limitations. In the case of an ISO, the Option Price shall not be less than 100% of the Fair Market Value of such Stock on the Grant Date, or in the case of any Optionee who is a Ten Percent Shareholder at the Grant Date, such Option Price shall not be less than 110% of the Fair Market Value of such Stock on the Grant Date. In the case of a NQSO, the Option Price shall not be less than 100% of the Fair Market Value of the Stock on the Grant Date. In no event shall the Option Price of any Option be less than the par value of the Stock.

(e)Duration of Options. Each Option shall expire as set forth in the Award Agreement, provided, however, that no Option shall be exercisable later than the tenth anniversary date of its Grant Date and no ISO which is granted to any Optionee who, at the time such ISO is granted, is a Ten Percent Shareholder, shall be exercisable after the fifth anniversary date from such Grant Date.

(f)Exercisability. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as set forth in the Award Agreement, which need not be the same for all Participants. An Option may not be exercised for a fraction of a Share.

(g)Method of Exercise. In order to exercise an option, the Optionee shall deliver to the Company a properly executed exercise notice specifying the number of shares of Stock to be purchased, together with cash or a certified or bank cashier’s check payable to the order of the Company in the aggregate amount of the Option Price therefor, provided that the Committee may, in its discretion permit a Participant to satisfy such aggregate Option Price by one or more of the following methods, in each case, to the extent permitted by applicable laws: (i) a reduction in Shares issuable upon exercise which have a value at the time of exercise that is equal to the Option Price, (ii) delivery of irrevocable instructions to a stockbroker to sell immediately some or all of the Shares acquired by exercise of the Option and to promptly deliver to the Company an amount of the sale proceeds sufficient to pay the aggregate Option price, (iii) delivery of previously owned Shares having a Fair Market Value on the date of exercise equal to the aggregate purchase price, or (iii) any other form that is consistent with, or permitted by, applicable laws, regulations and rules. An Optionee shall have none of the rights of a shareholder until the date as of which Shares are issued to him. For purposes of payment described in (i) above, the exercise shall be deemed to have occurred on the date the Company receives the exercise notice, accompanied by the stockbroker instructions, unless the Committee determines otherwise.

(h)Limitation on Exercise of Options. Notwithstanding the terms of any Award Agreement to the contrary, the Committee shall have the absolute discretion to impose a “blackout” period on the exercise of an Option with respect to any or all Participants (including those whose employment or service has terminated) to the extent that it determines that doing so is required or desirable in order to comply with applicable securities laws, provided

that, if any blackout period occurs, the term of the Option shall not expire until the earlier of (i) 30 days after the blackout period ends or (ii) the tenth (10th) anniversary of the Grant Date. The Committee shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such leave of absence approved by the Company; provided, further that in the case of an ISO, any such determination satisfies the requirements of Section 422 of the Code.

(i)Termination of Service.reliable. Unless otherwise provided by the Committee and set forth inBoard, if there is no closing sales price for the Award Agreement, in the event a Participant’s employment or service with the Company and its Affiliates is terminated before exercise of an Option, the following rules shall apply:

(i)Generally. An Option may be exercised afterCommon Shares on the date of determination, then the Participant’s termination of employment or service, as applicable, only toFair Market Value will be the extent thatclosing sales price on the Option was vested as oflast preceding date for which such quotation exists.

(ii) In the dateabsence of such termination. Any Option not vested at the time of a Participant’s termination of employment or service, as applicable, shall terminate and the Shares underlying such Option shall revert to the Plan and become available for future Awards. A vested Option may not be exercised after the expiration of one of the periods described below in (ii) through (iv) or after the expiration of the Term of such Option as set forth in the Award Agreement.

(ii)Termination upon death or Disability. If a Participant’s employment or service, as applicable, is terminated due to his death or Disability, the Participant (or the Participant’s beneficiary) may exercise the vested portion of a Non-Qualified Stock Option for up to one year after the date of the Participant’s termination of employment or service, as applicable, but in no event later than the date of expiration of the Option.

(iii)Termination for Cause. If the Participant’s termination of employment or service, as applicable, is terminated by an Employer for Cause, any outstanding Option (whether vested or unvested) will immediately expire and be forfeited upon such termination.

(iv)Other Terminations. Upon any other termination of employment or service, as applicable, other thanmarkets for the reasons set forth in subSections (ii) or (iii) above or as set forth in Section 12,Common Shares, the Participant may exercise the vested portion of the Option for up to 90 days after the date of the Participant’s termination of employment or service, as applicable, but in no event later than the date of expiration of the Option.

(j)Non-transferability of Options.

(i) Subject to Sections 6(j)(ii) and 20(b) hereof, no Option granted under the Plan mayFair Market Value will be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will ordetermined by the laws of descent and distribution. Subject to Sections 6(j)(ii) and 20(b) hereof, during the lifetime of a Participant, the Option may be exercised only by the Participant or his guardian or legal representative.

(ii) The Committee may grant Non-qualified Stock Options (with or without tandem SARs) that are transferable during the lifetime of the Participant but only to the extent consistentBoard in good faith in compliance with applicable laws and registration requirements, provided that (A) no consideration is paid for the transferregulations and (B) no Options granted to Section 16 Persons may be transferable unless and except to the extent such transferability would not result in the loss of any Rule 16b-3 exemptions for nontransferable Options granted or to be granted under the Plan; provided, that, in the absence of such provisions in the Award Agreement, the Options will be non-transferable except as provided in Section 6(j)(i) hereof. The transferee of an Option shall be subject to all restrictions applicable to the Option prior to its transfer. The Award Agreement granting the Option shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on Stock issued upon the exercise of an Option such limitations and conditions as the Committee deems appropriate.

7. Stock Appreciation Rights.

(a)Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants, at the discretion of the Committee, in any of the following forms:

(i) In connection with the grant, and exercisable in lieu, of Options (“Tandem SARs”);

(ii) In connection with, and exercisable in addition to, the grant of Options (“Additive SARs”);

(iii) Independent of the grant of Options (“Freestanding SARs”); or

(iv) In any combination of the foregoing.

(b)Exercise Price. The SAR Exercise Price shall be determined in the sole discretion of the Committee and set forth in the applicable Award Agreement, and shall be no less than 100% of the Fair Market Value of a Share on the Grant Date. The SAR Exercise Price of a Tandem SAR or an Additive SAR shall be the same as the Option Price of the Related Option.

(c)Exercise of Tandem SARs. Tandem SARs may be exercised with respect to all or part of the Shares subject to the Related Option. The exercise of Tandem SARs shall cause a reduction in the number of Shares subject to the Related Option equal to the number of Shares with respect to which the Tandem SAR is exercised. Conversely, the exercise, in whole or part, of a Related Option, shall cause a reduction in the number of Shares subject to the Tandem SAR equal to the number of Shares with respect to which the Related Option is exercised. Shares with respect to which the Tandem SAR shall have been exercised may not be subject again to an Award under the Plan.

Notwithstanding any other provision of the Plan to the contrary, a Tandem SAR shall expire no later than the expiration of the Related Option and shall be exercisable only when the Related Option is eligible to be exercised. In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised for no more than 100% of the difference between the Fair Market Value of Shares subject to the Related Option at the time the Tandem SAR is exercised and the Option Price of the Related Option.

(d)Exercise of Additive SARs. Additive SARs shall be deemed to be exercised upon, and in addition to, the exercise of the Related Option. The deemed exercise of Additive SARs shall not reduce the number of Shares with respect to which the Related Option remains unexercised.

(e)Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon such SARs.

(f)Other Conditions Applicable to SARs. In no event shall the term of any SAR granted under the Plan exceed ten years from the Grant Date. A SAR may be exercised only when the Fair Market Value of a Share exceeds either (i) the Fair Market Value per Share on the Grant Date in the case of a Freestanding SAR or (ii) the Option Price of the Related Option in the case of either a Tandem SAR or Additive SAR. A SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee.

(g)Payment Upon Exercise of SARs. Subject to the provisions of the Award Agreement, upon the exercise of a SAR, the Participant shall be entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal to the product of multiplying (i) the number of Shares with respect to which the SAR is exercised by (ii) an amount equal to the excess of (A) the Fair Market Value per Share on the date of exercise of the SAR over (B) SAR Exercise Price.

Payment to the Participant shall be made in Shares, valued at the Fair Market Value of the date of exercise, in cash, or a combination thereof, as the Committee may provide in the Award Agreement. To the extent required to satisfy the conditions of Rule 16b-3(e), or as otherwise provided in the Award Agreement, the Committee shall have the sole discretion to consent to or disapprove the election of any Participant to receive cash in full or partial

settlement of an SAR. In cases where an election of settlement in cash must be consented to by the Committee, the Committee may consent to, or disapprove, such election at any time after such election, or within such period for taking action as is specified in the election, and failure to give consent shall be disapproval. Consent may be given in whole or as to a portion of the SAR surrendered by the Participant. If the election to receive cash is disapproved in whole or in part, the SAR shall be deemed to have been exercised for Shares, or, if so specified in the notice of exercise and election, not to have been exercised to the extent the election to receive cash is disapproved.

(h)Non-transferability of SARs. No SARs granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, unless the Committee provides otherwise pursuant to Section 20(b) hereof. Further, all SARs granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.

8. Restricted Stock and Restricted Stock Units.

(a)Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee may grant awards of Restricted Stock or Restricted Stock Units under the Plan to such Participants and in such amounts as it shall determine. Participants receiving such awards shall not be required to pay the Company therefor (except for applicable tax withholding) other than the rendering of services and/or until other conditions are satisfied as determined by the Committee in its sole discretion, unless required by applicable law. Any grant of an Award under this Section 8 or the vesting thereof may be further conditioned upon the attainment of Performance Measures established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Awards.

(b)Award Agreement. Each award of Restricted Stock or Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the additional terms of the Award, including the Period of Restriction, the conditions which must be satisfied prior to removal of the restriction, the number of Shares granted or relating to such award, and such other provisions as the Committee shall determine.

(c)Transferability. Except as provided in this Section 8, neither the Shares of Restricted Stock or Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction or upon earlier satisfaction of such other conditions as may be specified by the Committee in its sole discretion and set forth in the Award Agreement. All rights with respect to the Restricted Stock or Restricted Stock Units granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.

(d)Other Restrictions. The Committee shall impose such other restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws, and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. Alternatively, the Committee, in its sole discretion, may have Shares of Restricted Stock issued without legend and held by the Secretary until such time that all restrictions are satisfied.

(e)Restricted Stock Certificate Legend. In the event that the Committee elects to legend the certificates representing Restricted Stock, and in addition to any legends placed on certificates pursuant to Section 8(d) hereof, each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:

“The sale or other transfer of the shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Neogen Corporation 2015 Omnibus Incentive Plan, effective October 1, 2015, and in any related Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Neogen Corporation.”

(f)Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction and/or upon the satisfaction of other conditions as determined by the Committee in its sole discretion. Once the Shares are released from the restrictions, the Participant shall be entitled to have removed any legend that may have been placed on the certificates representing such Shares pursuant to Sections 8(d) and 8(e) hereof.

(g)Rights of Holders of Shares of Restricted Stock. Unless the Committee otherwise provides in an Award Agreement, holders of Shares of Restricted Stock shall have the right to vote such Shares and the right to receive any dividends or distributions declared or paid with respect to such Shares. All distributions, if any, received by a Participant with respect to Restricted Shares as a result of any share split, share dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Award. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability as the Shares of Restricted Stock with respect to which they were distributed and the Shares shall bear legends reflecting such restrictions.

(h)Rights of Holders of Restricted Stock Units. Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Stock Units shall have no rights as shareholders of the Company. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock Units that the holder of such Restricted Stock Units shall be entitled to receive, upon the payment of a cash dividend or distribution on outstanding Shares, or at any time thereafter, a cash payment for each Restricted Stock Unit held equal to the per-share dividend, which payment would be paid in accordance with rules set forth by the Committee. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

(i)Settlement of Restricted Stock Units. Settlement of earned Restricted Stock Units will be made upon the date(s) determined by the Committee and set forth in the Award Agreement. The Committee may, in its sole discretion, settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(j)Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement, in the event a Participant’s employment or service with the Company and its Affiliates is terminated before vesting of any Shares of Restricted Stock or Restricted Stock Units, any Share of Restricted Stock or Restricted Stock Unit that is not vested at the time of a Participant’s termination of employment or service, as applicable, shall be forfeited. Upon forfeiture, the Participant shall have no further rights with respect to such Award, including the right to vote such Shares or the right to receive dividends with respect to such Shares.

9. Performance Awards.

(a)Grant of Performance Awards. Subject to the terms and provisions of the Plan, the Committee may authorize grants of Performance Awards to Participants in the form of either Performance Units or Performance Shares, and such Awards shall be evidenced by an Award Agreement. Each Award Agreement shall specify the additional terms of the Performance Awards, including the number of Performance Units or Performance Shares (subject to Section 13 hereof), the time and manner in which such Award shall be settled, the performance period to which it relates, the applicable Performance Measures, and such other terms and conditions as the Committee determines consistent with the terms of the Plan. Subject to Section 4 and 5 hereof, the Committee shall have complete discretion in determining the size of any Performance Award granted to Participants hereunder. Participants receiving Performance Awards shall not be required to pay the Corporation therefor (except for applicable tax withholding) unless required by applicable law.

(b)Performance Period. The performance period with respect to each Performance Award shall be set forth in the Award Agreement, and may be subject to earlier termination in the event of a termination of employment or service.

(c)Performance Measures. Each Award Agreement for Performance Awards shall specify the Performance Measures that are to be achieved by the Participant and a formula for determining the settlement amount to be paid (in the form provided in Section 9(f) hereof) if the Performance Measures are achieved. The Committee may establish a pool that will be funded based on the achievement of Performance Measures or a percentage of any of the underlying business criteria, provided that if such design feature is intended to apply to Covered Employees, such feature must meet the requirements of Section 162(m) of the Code. In addition, the Committee may exercise negative discretion to reduce the amount of, or eliminate, a Performance Award that otherwise would be payable pursuant to this Section 9, but may not increase any amount payable under a Performance Award intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code.

(d)Adjustments relating to Performance Measures. The Committee is authorized to exclude one or more of the following items in establishing Performance Measures for Performance Awards: (1) extraordinary items outside the ordinary course of business, including acquisitions, dispositions, restructurings; (2) accounting policy changes required by the U.S. Securities and Exchange Commission or the U.S. Financial Accounting Standards Board; (3) the effect of any change in the outstanding shares of Stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, share repurchase, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; and (4) any other objective criteria established by the Committee. Notwithstanding the foregoing, any determinations by the Committee to exclude such items with respect to a Performance Award granted to a Covered Employee and intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code must be made before the first to occur of 90 days after the commencement of the period of service to which the performance goals relate and the lapse of 25% of the period of service to which the performance goals relate.

(e)Performance Awards Granted to Designated Covered Employees. If and to the extent that the Committee determines that a Performance Award to be granted to a Participant who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 9(e).

(i)Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more Performance Measures, as specified by the Committee and meet the requirements of this Section 9(e). Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.

(ii)Timing For Establishing Performance Goals. Performance goals shall be established, in writing, not later than the first to occur of 90 days after the commencement of the period of service to which the performance goals relate and the lapse of 25% of the period of service to which the performance goals relate, or at such other date as may be required for “performance-based compensation” under Section 162(m) of the Code.

(iii)Committee Certification. Prior to the settlement of any Award that is contingent on the achievement of one or more Performance Measures, the Committee shall certify in writing that the applicable performance goals and any other material terms of the Award were in fact satisfied. For purposes of this Section 9(e)(iii), approved minutes of the Committee shall be adequate written certification.

(iv)Status Performance Awards Under Section 162(m) of the Code. It is the intent of the Company that Performance Awards under this Section 9(e) granted to persons who are designated by the Committee as

likely to be Covered Employees within the meaning of Section 162(m) of the Code shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. Accordingly, the terms of this Section 9(e), including the definitions of Covered Employee and other terms used herein, shall be interpreted in a manner consistent with Section 162(m) of the Code. The foregoing notwithstanding, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any Award Agreement relating to such Performance Awards does not comply or is inconsistent with the requirements of Section 162(m) of the Code, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

(f)Form of Payment. Payment of the amount to which a Participant shall be entitled upon the settlement of Performance Award shall be made in cash, Stock, other property or a combination thereof as set forth in the Award Agreement. Payment may be made in a lump sum or installments as prescribed by the Committee.

(g)Non-transferability. Unless the Committee provides otherwise pursuant to Section 20(b) hereof, no Performance Units or Performance Shares granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. All rights with respect to Performance Units and Performance Shares granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or personal representative.

(h)Dividends or Dividend Equivalent Rights for Performance Awards. Notwithstanding anything to the foregoing in the Plan, the right to receive dividends, dividend equivalent rights or distributions with respect to a Performance Award shall only be earned by a Participant if and to the extent that the underlying Performance Award is earned by the Participant, and shall be paid in the same time and manner as the underlying Performance Award.

(i)Voting Rights. During the performance and vesting periods, Participants in whose name Performance Shares are granted hereunder may not exercise voting rights with respect to those Shares.

(j)Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement, in the event a Participant’s employment or service with the Company and its Affiliates is terminated before the Performance Shares or Performance Units are earned and vested, such Performance Shares and/or Performance Units shall be forfeited.

10. Other Stock and Stock Unit Awards.

(a)Grant. The Committee is authorized to grant to Participants, either alone or in addition to other Awards made under the Plan, Other Stock and Stock Unit Awards to be issued at such times, subject to or based upon achievement of such performance or other goals and on such other terms and conditions as the Committee shall deem appropriate and specify in the Award Agreement relating thereto, which need not be the same with respect to each Participant. Stock or other securities granted pursuant to Other Stock and Stock Unit Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law.

(b)Sale and Transferability. To the extent an Other Stock and Stock Unit Award granted under the Plan is deemed to be a derivative security within the meaning of Rule 16b-3, it may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, unless the Committee provides otherwise pursuant to Section 20(b) hereof. All rights with respect to such Other Stock and Stock Unit Awards granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or personal representative.

(c)Termination of Service. Unless otherwise set forth in the Award agreement, if, with respect to any Award, a Participant’s termination of employment or service, as applicable, occurs before the end of any period of restriction or non-transfer, or the vesting date applicable to such Award (or the applicable portion of such

Award), or any performance goals or other vesting conditions are not achieved in whole or in part (as determined by the Committee) by the end of the period for measuring such goals and conditions, then all such then unvested and/or unearned Awards shall be forfeited by the Participant.

11. Effect of Termination of Employment or Service on Awards; Forfeiture.

(a)Generally. Subject to Section 3(b) hereof, the Committee may provide in any Award Agreement the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event a Participant’s service or employment with the Company or an Affiliate terminates prior to the end of a performance period, Period of Restriction or the exercise, vesting or settlement of such Award. Notwithstanding any other provision of this Plan to the contrary, in the event of a Participant’s termination of employment or service (including by reason of death, Disability, or Retirement), or business divestiture, leave of absence approved by the Company, or in the event of hardship or other special circumstances, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan. However, any such actions taken by the Committee shall be subject to Section 3(b) hereof and should comply with the requirements of Code Sections 409A and 162(m) (and, with the latter, only to the extent such award is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code).

(b)Transfers between Employers. Awards under the Plan shall not be affected by the change of a Participant’s status within or among the Company and any Affiliate, so long as the Participant continues to be employed by or provide services to the Company or an Affiliate. For purposes of the Plan and any Award hereunder, if an entity that a Participant is employed by or otherwise providing services to ceases to be an Affiliate, a Participant shall be deemed to terminate employment or service, as applicable, on the date of the entity’s change in status, unless the Participant continues as a service provider in respect of the Company or another Affiliate (after giving effect to the change in status).

12. Change in Control.Except as otherwise provided in an Award Agreement, in the event of a Change in Control or immediately prior to a Change in Control of the Company, the Committee may, but is not obligated to, without Participant consent (a) accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award, (b) cancel Awards for a cash payment equal to their fair value (as determined in the sole discretion of the Committee) which, in the case of Options and SARs, shall be deemed to be equal to the excess, if any, of value of the per Share consideration to be paid in the Change in Control transaction over the aggregate Option Price (in the case of Options) or SAR Exercise Price (in the case of SARs), or (c) cause any or all restrictions or conditions related to an Award to be released and accelerated, in such a manner, in the case of Section 16 Persons, as to conform to the provisions of Rule 16b-3. For avoidance of doubt, the treatment of Awards upon a Change in Control may vary among Participants in the Committee’s sole discretion. Notwithstanding the foregoing, the Committee has the discretion to require that a Participant experience a termination of employment or service before taking any of the actions described in this Section 12.

13. Adjustment for Changes in Stock Subject to Plan and Other Events. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or Shares of the Company, the Committee shall make such adjustments, if any, as it deems appropriate in the number and kind of Shares subject to the Plan, in the number and kind of Shares covered by outstanding Awards, in the Option price per Share of outstanding Options or the SAR Exercise Price of outstanding SARs, and in the maximum number of Shares that may be issued to any Participant pursuant to Awards made under the Plan. If the adjustment would produce fractional Shares with respect to any then outstanding Awards, the Committee may adjust appropriately the number of Shares covered by the outstanding Awards so as to eliminate the fractional Shares. Any adjustment made under this Section 13 shall be done in a manner that complies with Section 409A of the Code, and any adjustments made with respect to Incentive Stock Options shall comply with Sections 422 and 424Code.

(u)Non-423 Component” means the part of the Code.

Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

14. Other Terms and Conditions(v).Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The Committee may impose such other terms and conditions not inconsistent withof an Offering will generally be set forth in the terms hereof, on the grant, vesting or exercise of Awards or issuance of Shares in connection therewith, as it deems advisable.

15. Effectiveness of Plan.Offering Document This Plan will be effective upon the approval by a majority of the votes cast” approved by the shareholdersBoard for that Offering.

(w)Offering Period” means a period selected by the Board for an Offering to commence and conclude.

(x)Officer” means a person who is an officer of the Company ator a meetingRelated Corporation or Affiliate within the meaning of shareholders duly called and held for such purpose within twelve months of adoption of this Plan by the Board. Only Options may be granted prior to such shareholder approval, and such Options may not be exercisable prior to such shareholder approval.

16. Amendment, Modification, and Termination of Plan.

(a)Amendment, Modification and Termination. Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on, and no Award shall be granted hereunder after the close of business on the next day preceding the tenth anniversary of the date of approval by shareholders as contemplated by Section 15 hereof. The Board may terminate, amend, or modify the Plan in its discretion, and any amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on whichAct.

(y)Participant” means an Eligible Employee who holds an outstanding Purchase Right.

(z)Plan” means this Neogen Corporation Employee Stock Purchase Plan, including both the Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto, or under any other applicable laws, rules, or regulations. The Board is specifically authorized to amend the Plan and take such other action as it deems necessary or appropriate to comply with Sections 162(m) and 409A of the Code, or with Rule 16b-3.

(b)Awards Previously Granted. No termination, amendment, or modification of the Plan, shall adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant.

17. Withholding.To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of all such taxes required to be withheld. Unless the Committee otherwise agrees in an Award Agreement or otherwise, a portion of any grant or award shall, at the time that the same becomes taxable to the Participant, be relinquished to the Company to satisfy the Participant’s federal tax withholding requirement. The Fair Market Value of any Shares (determined at the date of withholding) withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined using the applicable minimum statutory tax withholding rates. For the avoidance of doubt, the Participants shall have no legal right to own or receive any Shares withheld from delivery for such purpose, and otherwise shall have no rights in respect of such Shares whether as a shareholder or otherwise. The Company shall have the power423 Component and the rightNon-423 Component, as amended from time to deduct or withhold from any other payments due to a Participant, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any grant, exercise, or payment under or as a result of this Plan.time.

18. Successors.(aa)All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

19.Section 409A of the Code.

(a)GenerallyPurchase Date. This Plan and any Award granted hereunder is intended to comply with, or be exempt from, the provisions of Section 409A of the Code, and shall be interpreted and administered in a manner consistent with that intention. Each payment under this Agreement is intended to be a “separate payment” and not of a series of payments for purposes of Section 409A.

(b)409A Awards. The provisions of this Section 19 shall apply to any 409A Award or any portion an Award that is or becomes subject to Section 409A of the Code, notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award. 409A Awards include, without limitation:

(i) Any Non-qualified Stock Option or SAR that permits the deferral of compensation other than the deferral of recognition of income until the exercise of the Award; and

(ii) Any other Award that provides by its terms for settlement of all or any portion of the Award on” means one or more dates followingduring an Offering selected by the Short-Term Deferral Period (asBoard on which Purchase Rights will be exercised and on which purchases of Common Shares will be carried out in accordance with such Offering.

(bb)Purchase Right” means an option to purchase Common Shares granted pursuant to the Plan.

(cc)Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined below).in Sections 424(e) and (f), respectively, of the Code. A Related Corporation includes any non-corporate entity which, for federal income tax purposes, is disregarded as a separate entity and is treated as a division or branch of the Company or of a Related Corporation.

Subject(dd)Securities Act” means the U.S. Securities Act of 1933, as amended.

(ee)Total Compensation” means wages, salaries and other amounts received from the Company or a Designated Company for personal services rendered to the Company or a Designated Company as an Employee, including amounts paid as commissions, amounts paid as bonuses and any amounts of salary or bonus reduction contributions to any applicable U.S. Treasury Regulations promulgated pursuant toCompany or Designated Company plan under Section 409A401(k) or Section 125 of the Code, or other applicable guidance, the term “Short-Term Deferral Period” means the period ending on the laterbut excluding severance pay, ordinary income received upon disposition of (i) the date that is 2 1/2 months fromCommon Shares acquired under this Plan, amounts paid in cash for accrued vacation not taken as of the end of the Company’s fiscal year, in which the applicable portion of the Award is no longer subject to a “substantial risk of forfeiture”, or (ii) the date that is 2 1/2 months from the end of the Participant’s taxable year in which the applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A of the Code or other applicable guidance.

(c)Subsequent Elections. Any 409A Award which permits a subsequent election to delay the payment or change the form of payment in settlement of such Award shall comply with the following requirements:

(i) No subsequent election may take effect until at least 12 months after the date on which the subsequent election is made;

(ii) Each subsequent election related to a payment in settlement of an Award (other than upon the Participant’s death or Disability or upon an Unforeseeable Emergency) must result in a delay of the payment for a period of not less than five years from the date such payment would otherwise have been made; and

(iii) No subsequent election related to a payment to be made upon a specified time shall be made less than twelve months prior to the date of the first scheduled installment relating to such payment.

(d)Payments of 409A Awards. No payment in settlement of a 409A Award may commence earlier than:

(i) Separation from Service (as determined pursuant to Treasury Regulations or other applicable guidance);

(ii) The date the Participant becomes Disabled;

(iii) Death;

(iv) A specified time (or pursuant to a fixed schedule) that is either (i) specifiedcontributions paid by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award, or (ii) specified by the Participant in an Election complying with the requirements of Section 19(c) hereof, as applicable;

(v) To the extent provided by Treasury Regulations promulgated pursuant to Section 409A of the Code or other applicable guidance, a change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company; or

(vi) The occurrence of an “Unforeseeable Emergency” (as defined in Section 409A of the Code).

(e)Six Month Delay. Notwithstanding anything else to the contrary in the Plan, to the extent that a Participant is a “Specified Employee” (as determined in accordance with the requirements of Section 409A of the Code), no payment on account of a Participant’s Separation from Service in settlement of a 409A Award may be made before the date which is six months after such Participant’s date of Separation from Service, or, if earlier, the date of the Participant’s death.

(f)Unforeseeable Emergency. The Committee shall have the authority to provide in the Award Agreement evidencingDesignated Company under any 409A Award for payment in settlement of all or a portion of such Award in the event that a

Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency. In such event, the amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such payment(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). All payments with respect to an Unforeseeable Emergency shall be made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency has occurred. The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the payment in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

(g)No Acceleration of Payments. Notwithstanding anything to the contrary in this Plan, this Plan does not permit the acceleration of the time or schedule of any payment under this Plan in settlement of a 409A Award, except as provided by Section 409A of the Code and/or Treasury Regulations promulgated pursuant to Section 409A of the Code or other applicable guidance.

20. General.

(a)Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies as may be required. No Shares shall be issued or transferred pursuant to this Plan unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been complied with. In connection with any such issuance or transfer, the person acquiring the Shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company in respect to such matters as the Company may deem desirable to assure compliance with all applicable legal requirements.

(b)Effect of the Plan. The establishment of the Plan shall not confer upon any Participant any legal or equitable right against the Company, its parent, or an Affiliate or the Committee or the Board, except as expressly provided in the Plan. The Plan does not constitute a contract of employment between the Company or any of its Affiliates and any Participant. Participation in the Plan shall not give any Participant any right to be retained in the employmentemployee benefit plan of the Company or anya Designated Company, other non-cash employee benefits provided to employees at Company or Designated Company expense, taxable income resulting from exercises of its Affiliates or to provide service on the Board. No Awardnon-qualified stock options and no right under the Plan, contingent or otherwise, shall be subject to any encumbrance, pledge or charge of any nature or shall be assignable except that a beneficiary may be designated in respectother taxable benefits not paid to the AwardEmployee in the event of the death of the holder of the Award and except, also, that if the beneficiary shall be the executor or administrator of the estate of the holder of the Award, any rights in respect to such Award may be transferred to the person or persons or entity (including a trust) entitled thereto under the will of the holder of such Award or under the laws relating to descent and distribution.cash.

(c)Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan

LOGO

NEOGEN CORPORATION

ATTN: STEVEN J. QUINLAN

620 LESHER PLACE

LANSING, MI 48912

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on October 6, 2021 for shares held directly and by 11:59 p.m. Eastern Time on October 4, 2021 for shares held in a Plan. 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.

During The Meeting - Go to  the Company’s shareholders for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of options not otherwise under the Plan.www.virtualshareholdermeeting.com/NEOG2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on October 6, 2021 for shares held directly and by 11:59 p.m. Eastern Time on October 4, 2021 for shares held in a Plan. 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:
D58416-P60358        KEEP THIS PORTION FOR YOUR RECORDS 
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY 

  NEOGEN CORPORATION

THE BOARD OF DIRECTORS RECOMMENDS “FOR”

THE LISTED NOMINEES AND PROPOSALS 2, 3, 4, AND 5.

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee
(s), mark “For All  Except” and write the number(s) of the nominee(s) on the line below.

    ☐

☐      

1.  ELECTION OF DIRECTORS

NOMINEES:

01)   JAMES C. BOREL

02)   RONALD D. GREEN, PH.D.

03)   DARCI L. VETTER

ForAgainstAbstain

2.  TO APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

☐    

3.  TO APPROVE THE ESTABLISHMENT OF THE NEOGEN CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN.

☐    

4.  TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF EXECUTIVES.

☐    

5.  RATIFICATION OF APPOINTMENT OF BDO USA LLP AS THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM.

☐    

SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Note:

Please sign exactly as your name or names appear(s) on this Proxy. When shares are held jointly, each holder should sign. When signing as executor. administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

          Signature [PLEASE SIGN WITHIN BOX]

Date        

  Signature (Joint Owners)

Date        

(d)Not Benefit Plan Compensation. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of Participant’s compensation for purposes of determining the Participant’s benefits under any other benefit plans or arrangements provided by the Company or an Affiliate, except where the Committee expressly provides otherwise in writing.


ANNUAL MEETING OF SHAREHOLDERS OF

(e)Parachute Limitations. Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Participant with the Company or any

Affiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes of Participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Options, SARs, Restricted Stock, Performance Shares, Performance Units or other Awards hereunder held by that Participant and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”)and(ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the Participant shall have the right, in the Participant’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment, provided that any such payment or benefit that is excluded from the coverage of Section 409A of the Code shall be reduced or eliminated prior to the reduction or elimination of any benefit that is related to a 409A Award.

(f)Creditors. The interests of any Participant under the Plan or any Award Agreement shall not be subject to the claims of creditors and may not, in any way, be assigned, alienated, or encumbered.

(g)Governing Law. The Plan, and all Award Agreements made pursuant hereto, shall be governed, construed, and administered in accordance with and governed by the laws of the State of Michigan (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of such jurisdiction or any other jurisdiction).

(h) Section 16 of the Exchange Act. It is the intent of the Company that Awards and transactions permitted by Awards be interpreted in a manner that, in the case of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the Awards, for the exemption from liability provided in Rule 16b-3 promulgated under the Exchange Act. The Company shall have no liability to any Participant or other person for Section 16 consequences of Awards or events in connection with Awards if an Award or related event does not so qualify.

(i)Changes in Laws, Rules or Regulations. References in the Plan to any law, rule or regulation shall include a reference to any corresponding rule (or number redesignation) of any amendments or restatements to such law, rule or regulation adopted after the effective date of the Plan’s adoption.

(j)Headings. Headings are given to the Sections and subSections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(k)Number and Gender. Under the Plan, the singular form of a word shall include the plural form, the masculine gender shall include the feminine gender and similar interpretations shall prevail as the context requires.

(l)Severability. In the event that any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(m)Other Actions. Nothing contained in the Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including but not by way of limitation, the right of the Company to grant or issue options for proper corporate purposes other than under the Plan with respect to any employee or other person, firm, corporation, or association.

(n)Complete Statement of Plan. This document is a complete statement of the Plan.

* * *

As adopted and approved by the Board on July 23, 2015, subject to approval by the shareholders of the Company.

NEOGEN CORPORATION

October 7, 2021

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders – October 1, 2015Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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D58417-P60358           

PROXY

NEOGEN CORPORATION

ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 7, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John E. Adent and Steven J. Quinlan, and each of them, with full power to appoint his substitute,their substitutes, attorneys and proxies to represent the shareholder and to vote and act with respect to all shares that the shareholder would be entitled to vote on all matters which come before the annual meetingAnnual Meeting of shareholdersShareholders of Neogen Corporation referred to above and at any adjournment of that meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE SHARES WILL BE VOTEDFOR PROPOSALS 1 THROUGH 45 ON THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS ON ANY MATTER NOT OTHERWISE COVERED HEREBY, INCLUDING SUBSTITUTION OF DIRECTOR NOMINEES, WHICH MAY COME BEFORE THE MEETING.

Please sign, date(Continued and mail your

proxy card back as soon as possible.

Annual Meeting of Shareholders

NEOGEN CORPORATION

October 1, 2015

Please Detach and Mail in Envelope Provided

x Please mark your

vote as in this

example.

THE BOARD OF DIRECTORS RECOMMENDSFOR THE LISTED NOMINEES AND PROPOSALS 2, 3 AND 4.

FORWITHHELD

1. ELECTION OF DIRECTORS

¨¨
Nominees:
Richard T. Crowder
A Charles Fischer
Ronald D. Green

To withhold authority to vote for any individual nominee(s) write his or their names inbe signed on the following space:reverse side)

2. TO APPROVE THE ESTABLISHMENT OF THE NEOGEN CORPORATION 2015 OMNIBUS INCENTIVE PLAN

FOR

AGAINSTABSTAIN

¨

¨¨

3. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF EXECUTIVES.

FOR

AGAINSTABSTAIN

¨

¨¨

4. RATIFICATION OF APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM.

FOR

AGAINSTABSTAIN

¨

¨¨

SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

SIGNATURE(S)TITLE

DATE, 2015

NOTE: Please sign exactly as your name appears on this proxy. If signed for estates, trusts, or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign.