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DEF 14A Filing
Phibro Animal Health (PAHC) DEF 14ADefinitive proxy
Filed: 16 Sep 22, 4:36pm
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Name | | | Age | | | Principal Occupation and Business Experience | |
Jack C. Bendheim | | | 75 | | | Mr. Bendheim is Chairman of our Board of Directors and serves as our President and Chief Executive Officer. Mr. Bendheim has served as our President since 1988 and he was also appointed Chief Executive Officer in March 2014. He has been a director since 1984. Mr. Bendheim also serves as a member of the Compensation Committee. Mr. Bendheim joined us in 1969 and served as Chief Executive Officer from 1998 to 2002, as Chief Operating Officer from 1988 to 1998, as Executive Vice President and Treasurer from 1983 to 1988 and as Vice President and Treasurer from 1975 to 1983. Until 2017, Mr. Bendheim served on the Board of Directors of Empire Resources, Inc. Mr. Bendheim is also a past Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. Mr. Bendheim, together with certain other family members, is a manager of BFI Co., LLC (“BFI”), an investment vehicle of the Bendheim family, with respect to the economic rights pertaining to shares of our stock owned by BFI. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI. Mr. Bendheim is the father of Daniel M. Bendheim and Jonathan Bendheim. Mr. Bendheim is qualified to serve on our Board of Directors due to his many years of experience in the animal health industry and with our Company and his control over a majority of the voting rights in our common stock. | |
E. Thomas Corcoran | | | 75 | | | Mr. Corcoran has been a director since May 2008. Mr. Corcoran also serves as Chairman of the Audit Committee. Mr. Corcoran joined Fort Dodge Animal Health, a division of Wyeth, Inc., as its President in 1985. Wyeth was a research-based corporation with businesses focused on human health and animal health. Mr. Corcoran served on the | |
Name | | | Age | | | Principal Occupation and Business Experience | |
| | | | | | Management, the Operations, the Legal, and the Human Resources and Benefits committees of Wyeth until his retirement in March 2008. From 2008 until 2010, Mr. Corcoran was a member of the Board of Directors of AHI, Inc., a veterinary distribution company. From 2010 until 2016, Mr. Corcoran was a director of Putney, Inc., a pet pharmaceutical company. Mr. Corcoran also served as the Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. Since 2009, Mr. Corcoran has served on the Board of Trustees of the University of South Alabama, where he is Chairman of the Finance and Budget committee. Mr. Corcoran is a recipient of the Animal Pharm Lifetime Achievement Award, the Banfield Industry Leadership Award, the Lifetime Achievement Award from the American Veterinary Distributors Association and the Industry Leadership Award from the Kansas City Animal Health Corridor. Mr. Corcoran is a recipient of the Distinguished Alumni Award from the University of South Alabama. Mr. Corcoran is qualified to serve on our Board of Directors due to his extensive experience and executive leadership in the animal health industry. | |
Name | | | Age | | | Principal Occupation and Business Experience | |
Daniel M. Bendheim | | | 50 | | | Mr. Bendheim serves as a member of our Board of Directors and is our Executive Vice President, Corporate Strategy. Mr. Bendheim joined us in 1997. He was appointed Vice President of Business Development in 2001 and was later appointed President, Performance Products in 2004, and then Executive Vice President, Corporate Strategy in March 2014. He was elected as a director of Phibro in November 2013. Prior to joining us, Mr. Bendheim worked as an analyst at South Coast Capital, a boutique investment bank. Mr. Bendheim obtained a B.A. degree in political science with honors from Yeshiva University in 1993 and a J.D. degree with honors from Harvard Law School in 1996. Mr. Bendheim is a son of Jack C. Bendheim and, together with certain other family members, is a manager of BFI with respect to certain economic rights pertaining to shares of our stock owned by BFI. Mr. Bendheim is qualified to serve on our Board of Directors due to his extensive management experience in all facets of the animal health, mineral nutrition and performance products businesses during his tenure with the Company and his management role within BFI. | |
Jonathan Bendheim | | | 46 | | | Mr. Bendheim serves as a member of our Board of Directors and is President of our MACIE Region (which consists of the Middle East, Africa, the Commonwealth of Independent States, India and Europe), is the general manager of our operating plants in Israel and Ireland, and oversees Phibro’s global aquaculture and pHi-Tech businesses. Mr. Bendheim joined Phibro in 2001 as a Manager for logistics and supply chain. In 2005, Mr. Bendheim was appointed Vice President of Sales and Business Development for our Israel operations. In 2008, he led the acquisition of Abic Biological Laboratories from Teva, and in 2009, he was appointed the Managing Director of our operations in | |
Name | | | Age | | | Principal Occupation and Business Experience | |
| | | | | | Israel. In 2011, his responsibilities were expanded to include oversight of all sales activities in the MACIE Region. Mr. Bendheim led the establishment of Phibro’s global aquaculture business in 2014 and founded Phibro’s pHi-Tech business unit in 2018. Mr. Bendheim holds a B.A. degree in political science from Yeshiva University and an MBA from Columbia Business School. Mr. Bendheim is a son of Jack C. Bendheim. Mr. Bendheim is qualified to serve on our Board of Directors due to his extensive management experience in all facets of Phibro’s animal health and nutrition businesses during his tenure with the Company. | |
Sam Gejdenson | | | 74 | | | Mr. Gejdenson has been a director of Phibro since January 2004 and is a member of our Audit Committee and our Compensation Committee. Mr. Gejdenson is the Chairman of our Compensation Committee. Since 2001, Mr. Gejdenson has been involved in international trade through his own company, Sam Gejdenson International, where he has worked with various multi-national clients on projects in Europe, Asia and Africa. Mr. Gejdenson presently serves on the board of the National Democratic Institute and was formerly a Commissioner on the U.S. Commission for International Religious Freedom. From 1981 to 2001, Mr. Gejdenson served eastern Connecticut as a Congressman in the U.S. House of Representatives where he was the senior Democrat on the House International Relations Committee. In 1974, he was elected to the Connecticut House of Representatives, serving two terms. He received an A.S. degree from Mitchell College in New London, Connecticut in 1968 and a B.A. from the University of Connecticut in Storrs, Connecticut in 1970. Mr. Gejdenson is qualified to serve on our Board of Directors due to his understanding of our business from his service on our Board and his extensive knowledge of global business and governments around the world. | |
Name | | | Age | | | Principal Occupation and Business Experience | |
Gerald K. Carlson | | | 79 | | | Mr. Carlson serves as a member of our Board of Directors and was our Chief Operating Officer from March 2014 until June 2016. Mr. Carlson joined us as Chief Executive Officer in May 2002 and served in that position until his appointment as Chief Operating Officer. He has been a director since 2008. Prior to joining us, Mr. Carlson served as the Commissioner of Trade and Development for the State of Minnesota from 1999 to 2001. Prior to his retirement in 1998 after a thirty-two year career at Ecolab Inc., a global provider of cleaning and sanitation products, systems and services, Mr. Carlson served as Senior Vice President — Corporate Planning and Development, Senior Vice President of International and Senior Vice President and General Manager — Institutional North America. Mr. Carlson is qualified to serve on our Board of Directors due to his broad experience and track record in leading and building businesses, and his strong background in corporate strategy and business development. | |
Name | | | Age | | | Principal Occupation and Business Experience | |
Mary Lou Malanoski | | | 65 | | | Ms. Malanoski has been a director since May 2004. Ms. Malanoski is the Chief Financial Officer of S2K Partners Co. LLC and was the Chief Financial Officer of its predecessor entities, S2K Financial Holdings LLC and S2K Partners Holdings LLC, beginning in April 2016. Previously, Ms. Malanoski was an independent financial consultant from April 2015 until March 2016 and served as the acting Chief Financial Officer of Nina McLemore, LLC from June 2015 until December 2015. Ms. Malanoski served as Vice Chair and Chief Operating Officer at Morgan Joseph TriArtisan Group, Inc., an investment bank focused on mid-market companies, from March 2012 to March 2015. She joined Morgan Joseph TriArtisan Group, Inc. in July 2001 as a Managing Director and Chief Financial Officer, became Co-Head of Investment Banking in 2008, and served as Head of Investment Banking from March 2009 through March 2012. Ms. Malanoski also served on the board of directors of Morgan Joseph TriArtisan Group, Inc. from 2008 to 2021. From 1994 until 2001, Ms. Malanoski served as Managing Director and Chief Financial Officer of New Street Advisors LP, a private equity firm that she co-founded. Prior to 1994, Ms. Malanoski was a Managing Director at New Street Capital, the successor to the reorganized Drexel Burnham Lambert, where she began her career in the Corporate Finance Department. Ms. Malanoski serves on the board of directors and is a member of the audit committee and the nominating/ corporate governance committee of Getty Realty Corp., a real estate investment trust specializing in convenience stores, gasoline stations and related properties. In addition to her understanding of our business from her service on our Board of Directors, Ms. Malanoski brings to our Board substantial management, finance and investment banking experience. | |
Carol A. Wrenn | | | 61 | | | Ms. Wrenn has been a director since July 2010. Ms. Wrenn also serves as a member of the Audit Committee and the Compensation Committee. She is currently 50% owner of Aurora Borealis LLC, which operates online retail businesses. She was the founder and owner of Whitewater Advisors LLC, which provided consulting services to small businesses from 2017 through 2020. She was also the founder and owner of Sky River Helicopters, LLC, a company that provided helicopter charters, tours, commercial services, and lessons, from January 2010 until September 2015. She previously served as an Executive Vice President and the President of the Animal Health Division at Alpharma Inc., a human and animal pharmaceutical company, from November 2001 to June 2009. From April 2007 to April 2009, Ms. Wrenn also held the position of Chairman of the Animal Health Institute, an industry organization advocating for animal health issues, including efficient and effective FDA, USDA and EPA regulatory and approval processes. From January 2002 to June 2009, she was an active member of the board of directors of the International Federation of Animal Health. Prior to joining Alpharma, Ms. Wrenn held various executive positions at Honeywell International Inc. (formerly AlliedSignal Inc.) from 1984 to 2001. She served as Business Director of Honeywell’s Refrigerants, Fluorine Products Division from 2000 to 2001 and was the Commercial Director and Managing Director of Honeywell’s European Fluorochemical operations based in Haasrode, Belgium from 1997 to 2000. Ms. Wrenn also held a number of positions in sales, marketing, | |
Name | | | Age | | | Principal Occupation and Business Experience | |
| | | | | | business development and finance during her tenure with AlliedSignal. Ms. Wrenn served as a director of Heska Corporation from January 2013 until May 2019. She holds a Bachelor’s Degree from Union College, an MBA from Lehigh University, and a DBA from California Southern University. Ms. Wrenn is qualified to serve on our Board of Directors due to her relevant industry and business experience. | |
| | | 2022 | | | 2021 | | ||||||
| | | (In Thousands) | | |||||||||
Audit Fees(1) | | | | $ | 4,240 | | | | | $ | 4,641 | | |
Audit-Related Fees(2) | | | | | — | | | | | | — | | |
Tax Fees(3) | | | | | 764 | | | | | | 584 | | |
All Other Fees(4) | | | | | 6 | | | | | | 6 | | |
Total Fees | | | | $ | 5,010 | | | | | $ | 5,231 | | |
| Board Diversity Matrix (as of September 1, 2022) | | ||||||||||||
| Board Size: | | ||||||||||||
| Total Number of Directors | | | 8 | |
| | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Part I: Gender Identity: | | ||||||||||||
| Directors | | | 2 | | | 6 | | | — | | | — | |
| Part II: Demographic Background — Directors who identify in any of the categories below: | | ||||||||||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 2 | | | 6 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | — | |
Name | | | Fees earned or paid in cash | | | Stock awards | | | Option awards | | | Non-equity incentive plan compensation | | | Nonqualified deferred compensation earnings | | | All other compensation | | | Total | | |||||||||||||||||||||
Gerald K. Carlson | | | | $ | 40,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 40,000 | | |
E. Thomas Corcoran | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | |
Sam Gejdenson | | | | | 60,000 | | ��� | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,000 | | |
Mary Lou Malanoski | | | | | 40,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,000 | | |
Carol A. Wrenn | | | | | 60,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,000 | | |
Name | | | Age | | | Position | |
Jack C. Bendheim | | | 75 | | | Chairman of the Board of Directors, President and Chief Executive Officer | |
Damian Finio | | | 52 | | | Chief Financial Officer | |
Larry L. Miller | | | 58 | | | Chief Operating Officer | |
Rob Aukerman | | | 64 | | | President, North America Region | |
Daniel M. Bendheim | | | 50 | | | Director and Executive Vice President, Corporate Strategy | |
Thomas G. Dagger | | | 64 | | | Senior Vice President, General Counsel and Corporate Secretary | |
Anthony Andolino | | | 53 | | | Vice President Finance and Treasurer | |
Lisa A. Escudero | | | 60 | | | Senior Vice President, Human Resources | |
Name | | | Position | |
Jack C. Bendheim | | | Chairman, President and Chief Executive Officer | |
Damian Finio | | | Chief Financial Officer | |
Larry L. Miller | | | Chief Operating Officer | |
Rob Aukerman | | | President, North America Region | |
Daniel M. Bendheim | | | Executive Vice President, Corporate Strategy | |
Compensation Component | | | Link to Business and Talent Strategies | | | Fiscal year ended June 30, 2022 Compensation Actions | |
Base Salary (Page 25) | | | • Competitive base salaries help attract and retain executive talent. | | | • Messrs. Jack Bendheim, Finio, Miller and Daniel Bendheim received a merit-based salary increase of approximately 2.8% during our fiscal year ended June 30, 2022. Mr. Aukerman received a merit-based increase of approximately 3.1% during our fiscal year ended June 30, 2022. | |
Incentive Compensation (Page 25) | | | • Focus executives on achieving financial results that are key indicators of ongoing operational performance that are expected to drive stockholder value creation. | | | • An annual cash incentive award based on pre-determined financial performance criteria was earned by each of the NEOs for the fiscal year ended June 30, 2022. | |
| Compensation Committee | | | • Establishes executive compensation philosophy • Approves incentive compensation programs and performance goals for the annual management incentive plan (“MIP”) • Approves all compensation actions for the named executive officers • Independent committee members approve all compensation actions for the CEO outside of the CEO’s presence | |
| CEO and Management | | | • Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions | |
| | | | • Responsible for the administration of the compensation programs once Compensation Committee decisions are finalized • CEO is not involved in any decision as to his own compensation | |
| | | Fiscal year ended June 30, 2021 Base Salary | | | Increase (%) | | | Fiscal year ended June 30, 2022 Base Salary | | |||||||||
Jack C. Bendheim | | | | $ | 2,125,000 | | | | | | 2.8% | | | | | $ | 2,185,000 | | |
Damian Finio | | | | $ | 450,000 | | | | | | 2.8% | | | | | $ | 462,375 | | |
Larry L. Miller | | | | $ | 618,000 | | | | | | 2.8% | | | | | $ | 634,995 | | |
Rob Aukerman | | | | $ | 450,000 | | | | | | 3.1% | | | | | $ | 463,950 | | |
Daniel M. Bendheim | | | | $ | 430,000 | | | | | | 2.8% | | | | | $ | 441,825 | | |
| | | Fiscal year ended June 30, 2022 Target Annual Incentive as Percent of Base Salary (%) | | | Fiscal year ended June 30, 2022 Target Annual Incentive ($) | | ||||||
Jack C. Bendheim | | | | | 50% | | | | | $ | 1,092,500 | | |
Damian Finio | | | | | 50% | | | | | $ | 231,188 | | |
Larry L. Miller | | | | | 50% | | | | | $ | 317,498 | | |
Rob Aukerman | | | | | 40% | | | | | $ | 185,580 | | |
Daniel M. Bendheim | | | | | 50% | | | | | $ | 220,913 | | |
Metric | | | Weighting | | | Rationale for Metric | | | Payout Range (% of Target) | |
Sales | | | 25% | | | Sales are reflective of top line performance and a key metric for our investors | | | 50% – 150% | |
Adjusted EBITDA | | | 75% | | | Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for certain items including restructuring and acquisition related items, stock-based compensation costs and other unusual or non- operational items (Adjusted EBITDA) is reflective of our operating performance and a key metric for our investors | | | 50% – 150% | |
Metric | | | Weighting | | | Rationale for Metric | | | Payout Range (% of Target) | |
Global Index | | | 30% | | | This non-GAAP metric is the weighted average of certain sales and Adjusted EBITDA of our global animal health business. This figure is useful because it is reflective of the top line and operating performance of this key business which is an important contributor to our overall performance. | | | 50% – 150% | |
Metric | | | Weighting | | | Rationale for Metric | | | Payout Range (% of Target) | |
North America Index | | | 50% | | | This non-GAAP metric is the weighted average of sales and profitability generated by the North America business for which Mr. Aukerman has management responsibility. The sales and profitability measurements are based on regional sales, with profitability determined by deducting certain costs and operating expenses. Together, these figures are reflective of the overall financial performance of Mr. Aukerman’s area of responsibility. | | | 50% – 150% | |
Personal Goals | | | 20% | | | This metric is based upon key management goals that are agreed between Mr. Aukerman and his supervisor, Mr. Miller, at the start of the fiscal year and represent accomplishment or progress toward important strategic initiatives which will help ensure the future success of the Company’s business. For our fiscal year ended June 30, 2022, Mr. Aukerman’s personal goals related to new product launches and organizational development initiatives. | | | 50% – 150% | |
| | | Threshold | | | Target | | | Maximum | | | Actual(1) | | | % of Target Achieved | | | Payout % | | ||||||||||||||||||
Payout % | | | | | 50% | | | | | | 100% | | | | | | 150% | | | | | | | | | | | | | | | | | | | | |
Sales ($ millions) | | | | $ | 827 | | | | | $ | 871 | | | | | $ | 915 | | | | | $ | 942 | | | | | | 108% | | | | | | 150% | | |
Adjusted EBITDA ($ millions) | | | | $ | 103 | | | | | $ | 115 | | | | | $ | 121 | | | | | $ | 110 | | | | | | 96% | | | | | | 81% | | |
| | | Metric Weighting | | | Index Weighting | | | Threshold | | | Target | | | Maximum | | | Actual | | | % of Target Achieved | | | Payout % | | ||||||||||||||||||||||||
Payout % | | | | | | | | | | | | | | | | | 50% | | | | | | 100% | | | | | | 150% | | | | | | | | | | | | | | | | | | | | |
Global Index | | | | | 30% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 99% | | | | | | 98% | | |
Sales $(millions) | | | | | | | | | | | 25% | | | | | $ | 827 | | | | | $ | 871 | | | | | $ | 915 | | | | | $ | 942 | | | | | | 108% | | | | | | 150% | | |
Adjusted EBITDA $(millions) | | | | | | | | | | | 75% | | | | | $ | 103 | | | | | $ | 115 | | | | | $ | 121 | | | | | $ | 110 | | | | | | 96% | | | | | | 81% | | |
North America Index | | | | | 50% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 101% | | | | | | 107% | | |
Sales $(millions) | | | | | | | | | | | 25% | | | | | $ | 405 | | | | | $ | 431 | | | | | $ | 452 | | | | | $ | 466 | | | | | | 108% | | | | | | 150% | | |
Profitability $(millions) | | | | | | | | | | | 75% | | | | | $ | 66 | | | | | $ | 74 | | | | | $ | 76 | | | | | $ | 73 | | | | | | 99% | | | | | | 93% | | |
Personal Goals(1) | | | | | 20% | | | | | | | | | | | | 50% | | | | | | 100% | | | | | | 150% | | | | | | 110% | | | | | | 110% | | | | | | 110% | | |
| | | Target Annual Incentive Opportunity | | | Financial Performance Target Payout% | | | Annual Cash Incentive Payout | | | % of Target | | ||||||||||||
Jack C. Bendheim | | | | $ | 1,092,500 | | | | | | 100% | | | | | $ | 1,055,000 | | | | | | 96.57% | | |
Damian Finio | | | | $ | 231,188 | | | | | | 100% | | | | | $ | 227,000 | | | | | | 98.19% | | |
Larry L. Miller | | | | $ | 317,498 | | | | | | 100% | | | | | $ | 320,000 | | | | | | 100.79% | | |
Rob Aukerman | | | | $ | 185,580 | | | | | | 100% | | | | | $ | 194,950 | | | | | | 105.05% | | |
Daniel M. Bendheim | | | | $ | 220,913 | | | | | | 100% | | | | | $ | 217,000 | | | | | | 98.23% | | |
| COMPENSATION COMMITTEE | |
| Sam Gejdenson, Chair Jack C. Bendheim Carol A. Wrenn | |
Name and Principal Position | | | Fiscal Year | | | Salary ($) | | | Bonus ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | | |||||||||||||||||||||
Jack C. Bendheim Chairman of the Board, President, and Chief Executive Officer(1) | | | | | 2022 | | | | | $ | 2,185,000 | | | | | $ | — | | | | | $ | 1,055,000 | | | | | $ | 44,670 | | | | | $ | 324,829 | | | | | $ | 3,609,499 | | |
| | | 2021 | | | | | $ | 2,125,000 | | | | | $ | — | | | | | $ | 1,358,547 | | | | | $ | 312,847 | | | | | $ | 204,925 | | | | | $ | 4,001,319 | | | ||
| | | 2020 | | | | | $ | 2,125,000 | | | | | $ | 100,000 | | | | | $ | — | | | | | $ | 611,420 | | | | | $ | 187,498 | | | | | $ | 3,023,918 | | | ||
Damian Finio Chief Financial Officer(6) | | | | | 2022 | | | | | $ | 462,375 | | | | | $ | — | | | | | $ | 227,000 | | | | | $ | — | | | | | $ | 30,006 | | | | | $ | 719,381 | | |
| | | 2021 | | | | | $ | 308,654 | | | | | $ | 150,000 | | | | | $ | 197,788 | | | | | $ | — | | | | | $ | 25,470 | | | | | $ | 681,912 | | | ||
Larry L. Miller Chief Operating Officer | | | | | 2022 | | | | | $ | 634,995 | | | | | $ | — | | | | | $ | 320,000 | | | | | $ | — | | | | | $ | 43,826 | | | | | $ | 998,821 | | |
| | | 2021 | | | | | $ | 618,000 | | | | | $ | — | | | | | $ | 395,097 | | | | | $ | 18,713 | | | | | $ | 42,364 | | | | | $ | 1,074,174 | | | ||
| | | 2020 | | | | | $ | 618,000 | | | | | $ | 108,200 | | | | | $ | — | | | | | $ | 49,305 | | | | | $ | 43,800 | | | | | $ | 819,305 | | | ||
Rob Aukerman President, North America Region | | | | | 2022 | | | | | $ | 463,950 | | | | | $ | 105,000 | | | | | $ | 194,950 | | | | | $ | — | | | | | $ | 43,540 | | | | | $ | 807,440 | | |
| | | 2021 | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 214,800 | | | | | $ | — | | | | | $ | 37,717 | | | | | $ | 702,517 | | | ||
| | | 2020 | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 104,400 | | | | | $ | — | | | | | $ | 51,479 | | | | | $ | 605,879 | | | ||
Daniel M. Bendheim Director and Executive Vice President, Corporate Strategy(7) | | | | | 2022 | | | | | $ | 441,825 | | | | | $ | — | | | | | $ | 217,000 | | | | | $ | — | | | | | $ | 30,916 | | | | | $ | 689,741 | | |
| | | 2021 | | | | | $ | 430,000 | | | | | $ | — | | | | | $ | 274,906 | | | | | $ | 22,895 | | | | | $ | 30,723 | | | | | $ | 758,524 | | | ||
| | | 2020 | | | | | $ | 430,000 | | | | | $ | 75,300 | | | | | $ | — | | | | | $ | 106,601 | | | | | $ | 32,430 | | | | | $ | 644,331 | | |
Name and Principal Position | | | Fiscal Year | | | Automobile Allowance | | | 401(k) Plan Company Match | | | Group Term Life Insurance | | | Tax Planning Services | | | Legal Services | | | Accounting Services | | | Total ($) | | ||||||||||||||||||||||||
Jack C. Bendheim | | | | | 2022 | | | | | $ | — | | | | | $ | 31,350 | | | | | $ | 6,922 | | | | | $ | 204,142 | | | | | $ | 26,325 | | | | | $ | 56,090 | | | | | $ | 324,829 | | |
| | | | | 2021 | | | | | $ | — | | | | | $ | 30,225 | | | | | $ | 8,652 | | | | | $ | 84,297 | | | | | $ | 33,655 | | | | | $ | 48,096 | | | | | $ | 204,925 | | |
| | | | | 2020 | | | | | $ | — | | | | | $ | 29,700 | | | | | $ | 8,652 | | | | | $ | 100,380 | | | | | $ | 10,233 | | | | | $ | 38,533 | | | | | $ | 187,498 | | |
Damian Finio | | | | | 2022 | | | | | $ | 5,550 | | | | | $ | 23,490 | | | | | $ | 966 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 30,006 | | |
| | | | | 2021 | | | | | $ | 6,000 | | | | | $ | 18,866 | | | | | $ | 604 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 25,470 | | |
Larry L. Miller | | | | | 2022 | | | | | $ | 12,363 | | | | | $ | 29,657 | | | | | $ | 1,806 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 43,826 | | |
| | | | | 2021 | | | | | $ | 11,545 | | | | | $ | 29,013 | | | | | $ | 1,806 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 42,364 | | |
| | | | | 2020 | | | | | $ | 13,149 | | | | | $ | 28,845 | | | | | $ | 1,806 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 43,800 | | |
Rob Aukerman | | | | | 2022 | | | | | $ | 9,550 | | | | | $ | 31,218 | | | | | $ | 2,772 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 43,540 | | |
| | | | | 2021 | | | | | $ | 9,370 | | | | | $ | 25,575 | | | | | $ | 2,772 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 37,717 | | |
| | | | | 2020 | | | | | $ | 9,750 | | | | | $ | 38,957 | | | | | $ | 2,772 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 51,479 | | |
Daniel M. Bendheim | | | | | 2022 | | | | | $ | — | | | | | $ | 29,950 | | | | | $ | 966 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 30,916 | | |
| | | | | 2021 | | | | | $ | — | | | | | $ | 29,925 | | | | | $ | 798 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 30,723 | | |
| | | | | 2020 | | | | | $ | — | | | | | $ | 31,800 | | | | | $ | 630 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 32,430 | | |
| | | Estimated Future Payouts Under Non-Equity Incentive Plans(1) | | |||||||||||||||
Name | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||
Jack C. Bendheim | | | | $ | 546,250 | | | | | $ | 1,092,500 | | | | | $ | 1,638,750 | | |
Damian Finio | | | | $ | 115,594 | | | | | $ | 231,188 | | | | | $ | 346,781 | | |
Larry L. Miller | | | | $ | 158,749 | | | | | $ | 317,498 | | | | | $ | 476,246 | | |
Rob Aukerman | | | | $ | 92,790 | | | | | $ | 185,580 | | | | | $ | 278,370 | | |
Daniel M. Bendheim | | | | $ | 110,456 | | | | | $ | 220,913 | | | | | $ | 331,369 | | |
Name | | | Plan | | | Number of Years Credited Service (#)(1) | | | Present Value of Accumulated Benefit ($)(2) | | | Payments During Last Fiscal Year ($) | | |||||||||
Jack C. Bendheim | | | Pension Plan | | | | | 25.08 | | | | | $ | 1,427,587 | | | | | $ | — | | |
| | | Retirement Income Plan | | | | | 26.30 | | | | | $ | 1,869,172 | | | | | $ | — | | |
| | | Executive Income Program | | | | | 30.35 | | | | | $ | 385,499 | | | | | $ | — | | |
Damian Finio | | | Pension Plan | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
| | | Retirement Income Plan | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
| | | Executive Income Program | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
Larry L. Miller | | | Pension Plan | | | | | 8.33 | | | | | $ | 276,287 | | | | | $ | — | | |
| | | Retirement Income Plan | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
| | | Executive Income Program | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
Rob Aukerman | | | Pension Plan | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
| | | Retirement Income Plan | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
| | | Executive Income Program | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
Daniel M. Bendheim | | | Pension Plan | | | | | 19.00 | | | | | $ | 418,388 | | | | | $ | — | | |
| | | Retirement Income Plan | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
| | | Executive Income Program | | | | | N/A | | | | | $ | — | | | | | $ | — | | |
Name | | | Executive Contributions In Last FY ($) | | | Company Contributions In Last FY ($) | | | Aggregate Earnings In Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance At Last FYE ($) | | |||||||||||||||
Jack C. Bendheim | | | | $ | — | | | | | $ | — | | | | | $ | 75,073(1) | | | | | $ | — | | | | | $ | 1,258,716(2) | | |
Damian Finio | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Larry L. Miller | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Rob Aukerman | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Daniel M. Bendheim | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Name | | | Type of Payment | | | Good Reason Termination ($)(1) | | | Involuntary Termination Without Cause ($) | | | Involuntary Termination With Cause ($) | | | Death ($) | | | Disability ($) | | |||||||||||||||
Jack C. Bendheim | | | Cash Severance(2) | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,092,500 | | | | | $ | 1,092,500 | | |
| | | Healthcare Coverage(3) | | | | $ | 31,647 | | | | | $ | 31,647 | | | | | $ | — | | | | | $ | — | | | | | $ | 21,098 | | |
| | | Equity Incentives | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Long-Term Cash | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Car Allowance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Total | | | | $ | 31,647 | | | | | $ | 31,647 | | | | | $ | — | | | | | $ | 1,092,500 | | | | | $ | 1,113,598 | | |
Damian Finio | | | Cash Severance(4) | | | | $ | 689,375 | | | | | $ | 689,375 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Healthcare Coverage | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Equity Incentives | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Long-Term Cash | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Car Allowance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Total | | | | $ | 689,375 | | | | | $ | 689,375 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Larry L. Miller | | | Cash Severance(5) | | | | $ | 954,995 | | | | | $ | 954,995 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Healthcare Coverage | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Equity Incentives | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Long-Term Cash | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Car Allowance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Total | | | | $ | 954,995 | | | | | $ | 954,995 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Rob Aukerman | | | Cash Severance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Healthcare Coverage | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Equity Incentives | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Long-Term Cash | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Car Allowance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Total | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Daniel M. Bendheim | | | Cash Severance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Healthcare Coverage | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Equity Incentives | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Long-Term Cash | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Car Allowance | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | Total | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Name and Address of Beneficial Owner(1) | | | Number of shares beneficially owned | | | Percentage of class owned | | | Percentage total equity interest(2) | | | Percentage total voting power(3) | | ||||||||||||||||||||||||
| Class A | | | Class B | | | Class A | | | Class B | | ||||||||||||||||||||||||||
5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BFI Co., LLC(4) | | | | | 59,480 | | | | | | 20,166,034 | | | | | | * | | | | | | 100% | | | | | | 49.9% | | | | | | 90.9% | | |
BlackRock, Inc.(5) | | | | | 3,585,994 | | | | | | — | | | | | | 17.6% | | | | | | — | | | | | | 8.9% | | | | | | 1.6% | | |
The Vanguard Group(6) | | | | | 2,277,665 | | | | | | — | | | | | | 11.2% | | | | | | — | | | | | | 5.6% | | | | | | 1.0% | | |
Fiduciary Management, Inc.(7) | | | | | 1,596,416 | | | | | | — | | | | | | 7.9% | | | | | | — | | | | | | 3.9% | | | | | | * | | |
Pzena Investment Management, LLC(8) | | | | | 1,407,675 | | | | | | — | | | | | | 6.9% | | | | | | — | | | | | | 3.5% | | | | | | * | | |
Named Executive Officers and Directors:(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jack C. Bendheim(4)(10) | | | | | 59,480 | | | | | | 20,166,034 | | | | | | * | | | | | | 100% | | | | | | 49.9% | | | | | | 90.9% | | |
Damian Finio | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Rob Aukerman | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Larry L. Miller | | | | | 30,000 | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Daniel M. Bendheim | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Jonathan Bendheim | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Gerald K. Carlson | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
E. Thomas Corcoran | | | | | 20,000 | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Sam Gejdenson | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Mary Lou Malanoski | | | | | — | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Carol A. Wrenn | | | | | 1,000 | | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Executive Officers and Directors as a Group (14 persons) | | | | | 110,480 | | | | | | 20,166,034 | | | | | | * | | | | | | 100% | | | | | | 50.0% | | | | | | 90.9% | | |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |||||||||
Equity compensation plans approved by security holders | | | | | — | | | | | | — | | | | | | 5,081,620 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | — | | | | | | — | | | | | | 5,081,620 | | |