Phibro Sets Nov. 4 Annual Meeting; Board Seeks Director Re-election, Pay Approval

Ticker: PAHC · Form: DEF 14A · Filed: Sep 19, 2025 · CIK: 1069899

Phibro Animal Health Corp DEF 14A Filing Summary
FieldDetail
CompanyPhibro Animal Health Corp (PAHC)
Form TypeDEF 14A
Filed DateSep 19, 2025
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Shareholder Vote, Annual Meeting

Related Tickers: PAHC

TL;DR

**PAHC's upcoming annual meeting is a routine governance check, but pay frequency and director elections are key for long-term shareholder alignment.**

AI Summary

Phibro Animal Health Corporation (PAHC) is holding its 2025 Annual Meeting on November 4, 2025, to address several key governance matters. Stockholders will vote on the election of three Class III Directors—Jack C. Bendheim, Alejandro Bernal, and E. Thomas Corcoran—to serve until the 2028 Annual Meeting. Additionally, there will be an advisory vote on named executive officer compensation and an advisory vote on the frequency of future 'Say-on-Pay' votes, with the Board recommending a 'THREE YEARS' frequency. Stockholders will also ratify the selection of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The Record Date for voting eligibility is September 12, 2025, with 20,367,574 shares of Class A common stock and 20,166,034 shares of Class B common stock outstanding. The Board of Directors unanimously recommends 'FOR' all director nominees, 'FOR' executive compensation, 'THREE YEARS' for Say-on-Pay frequency, and 'FOR' the ratification of PwC.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Phibro Animal Health, directly impacting investor confidence and executive accountability. The advisory votes on executive compensation and its frequency provide a mechanism for stockholders to influence leadership incentives, which can affect long-term company performance and employee morale. Ratifying PwC as the auditor ensures continued financial oversight, crucial for market transparency. In a competitive animal health market, strong governance and clear executive alignment are vital for Phibro to maintain its strategic position against rivals.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the 2025 Annual Meeting, including director elections and advisory votes on executive compensation. There are no immediate financial or operational risks disclosed, and the proposals are standard for an annual proxy statement, indicating a low risk profile for this specific filing.

Analyst Insight

Investors should review the executive compensation details and consider their stance on the recommended 'THREE YEARS' frequency for Say-on-Pay votes, as this impacts the regularity of direct feedback on executive incentives. Vote 'FOR' or 'WITHHOLD' on director nominees based on their performance and alignment with long-term shareholder value.

Key Numbers

  • 20,367,574 — Shares of Class A common stock outstanding (As of the Record Date, September 12, 2025)
  • 20,166,034 — Shares of Class B common stock outstanding (As of the Record Date, September 12, 2025)
  • 9:00 A.M. Eastern Time — Start time of the Annual Meeting (On Tuesday, November 4, 2025)
  • November 4, 2025 — Date of the Annual Meeting (Stockholders will vote on key proposals)
  • September 12, 2025 — Record Date for voting eligibility (Only stockholders of record on this date can vote)
  • 3 — Number of Class III Directors to be elected (To serve until the 2028 Annual Meeting)
  • 10 — Votes per share for Class B common stock (Compared to 1 vote per share for Class A common stock)
  • 3 — Recommended frequency for Say-on-Pay votes (In years, as advised by the Board of Directors)

Key Players & Entities

  • Phibro Animal Health Corporation (company) — Registrant and issuer of DEF 14A
  • Jack C. Bendheim (person) — Nominee for Class III Director
  • Alejandro Bernal (person) — Nominee for Class III Director
  • E. Thomas Corcoran (person) — Nominee for Class III Director
  • PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
  • Judith A. Weinstein (person) — Senior Vice President, General Counsel and Corporate Secretary
  • Anthony Andolino (person) — Designated proxy by the Board of Directors
  • SEC (regulator) — Securities and Exchange Commission
  • Delaware (regulator) — State of incorporation for Phibro Animal Health Corporation

FAQ

When is Phibro Animal Health Corporation's 2025 Annual Meeting of Stockholders?

Phibro Animal Health Corporation's 2025 Annual Meeting of Stockholders is scheduled for Tuesday, November 4, 2025, at 9:00 A.M. Eastern Time. The meeting will be held at the Company's offices in Teaneck, NJ.

What are the key proposals to be voted on at the Phibro Animal Health Annual Meeting?

Stockholders will vote on the election of three Class III Directors, an advisory approval of named executive officer compensation, an advisory vote on the frequency of future executive compensation votes, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending June 30, 2026.

Who are the Class III Director nominees for Phibro Animal Health?

The nominees for Class III Directors are Jack C. Bendheim, Alejandro Bernal, and E. Thomas Corcoran. They are proposed to serve until the 2028 Annual Meeting of Stockholders.

What is the Record Date for voting at the Phibro Animal Health Annual Meeting?

The Record Date for the Phibro Animal Health Annual Meeting is September 12, 2025. Only stockholders of record as of the close of business on this date are entitled to notice of and to vote at the Annual Meeting.

How does the Phibro Animal Health Board of Directors recommend voting on executive compensation?

The Board of Directors recommends a vote 'FOR' the approval, on an advisory basis, of the compensation paid to the named executive officers, as disclosed in the proxy statement.

What is the Board's recommendation for the frequency of future Say-on-Pay votes for Phibro Animal Health?

The Board of Directors recommends, on an advisory basis, in favor of holding future stockholder advisory votes on the compensation of named executive officers once every 'THREE YEARS'.

Which accounting firm is Phibro Animal Health proposing to ratify for fiscal year 2026?

Phibro Animal Health Corporation is proposing to ratify the selection of PricewaterhouseCoopers LLP (PwC) as its independent registered public accounting firm for the fiscal year ending June 30, 2026.

What is the voting power of Phibro Animal Health's Class A and Class B common stock?

Phibro Animal Health's Class A common stock is entitled to one vote per share, while Class B common stock is entitled to ten votes per share. As of the Record Date, there were 20,367,574 shares of Class A and 20,166,034 shares of Class B common stock outstanding.

Where can I find the proxy materials for the Phibro Animal Health Annual Meeting?

The Company's proxy materials, including the proxy statement and annual report, are available electronically at http://www.astproxyportal.com/ast/18918/. A Notice of Internet Availability of Proxy Materials was mailed on or about September 22, 2025.

What happens if I don't provide voting instructions to my broker for Phibro Animal Health's Annual Meeting?

If you are a street name stockholder and do not provide timely directions, your broker will have discretion to vote your shares only on 'routine matters,' such as the ratification of PwC. They will not have discretion to vote on 'non-routine' matters like director elections or executive compensation proposals.

Industry Context

Phibro Animal Health Corporation operates in the animal health industry, providing a range of products including nutritional and health solutions for food animals. The industry is characterized by increasing demand for animal protein, driven by global population growth and rising incomes, which in turn fuels the need for effective animal health and nutrition products. Competition comes from both large multinational corporations and smaller specialized firms, with innovation in product development and regulatory compliance being key success factors.

Regulatory Implications

As a company in the animal health sector, Phibro is subject to stringent regulations from bodies like the FDA and EPA concerning product safety, efficacy, and environmental impact. Changes in these regulations, or increased scrutiny, could impact product development timelines, market access, and operational costs. Compliance with evolving global regulatory standards is crucial for maintaining market position and avoiding penalties.

What Investors Should Do

  1. Review director nominees and vote 'FOR' their election.
  2. Vote 'FOR' the advisory resolution on executive compensation.
  3. Vote 'THREE YEARS' for the frequency of Say-on-Pay votes.
  4. Vote 'FOR' the ratification of PricewaterhouseCoopers LLP (PwC) as the independent auditor.

Key Dates

  • 2025-11-04: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, Say-on-Pay frequency, and ratification of the independent auditor.
  • 2025-09-12: Record Date for voting eligibility — Establishes which stockholders are entitled to vote at the Annual Meeting.
  • 2025-09-22: First mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials and how to access them.

Glossary

DEF 14A
A proxy statement filed by public companies with the SEC detailing information about the annual meeting of shareholders, including director nominations, executive compensation, and other corporate governance matters. (This document provides the core information for the annual meeting and related shareholder votes.)
Class III Directors
A category of directors whose terms expire at a specific annual meeting, in this case, the 2028 Annual Meeting. (These are the director positions up for election at the 2025 Annual Meeting.)
Say-on-Pay
A shareholder advisory vote on executive compensation, allowing investors to express their views on the company's compensation policies for its named executive officers. (Stockholders will vote on the executive compensation and the frequency of these advisory votes.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines eligibility to vote at the 2025 Annual Meeting.)
Class A common stock
A class of common stock that typically carries one vote per share. (Represents a portion of the voting power of the company's shareholders.)
Class B common stock
A class of common stock that, in this case, carries ten votes per share, giving holders disproportionate voting power. (Represents a significant portion of the voting power of the company's shareholders, with holders having greater influence per share than Class A holders.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, and specific comparative financial data from the previous year's filing (e.g., 2024 DEF 14A) is not directly presented within this proxy statement's summary sections. Therefore, a direct comparison of revenue growth, margin changes, or new risks versus the prior year cannot be made based solely on this document's provided context.

Filing Stats: 4,846 words · 19 min read · ~16 pages · Grade level 12.1 · Accepted 2025-09-19 16:10:42

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34 2025 Summary Compensation Table 34 All Other Compensation 35 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2025 36 Individual Arrangements 40 Treatment of Equity Awards and Long-Term Cash Awards Upon Termination or a Change in Control 42 Potential Payments Upon Termination or a Change in Control 43 CEO PAY RATIO 46 PAY VERSUS PERFORMANCE 47 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 51 Registration Rights Agreements 51 Employment Arrangements 51 Indemnification Agreements 51 Policies and Procedures With Respect to Related Party Transactions 51 AUDIT COMMITTEE REPORT 52

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 53 EQUITY COMPENSATION PLAN INFORMATION 55 STOCKHOLDERS PROPOSALS OR NOMINATIONS TO BE PRESENTED AT NEXT ANNUAL MEETING 55 OTHER MATTERS 56 2025 Annual Report and SEC Filings 56 ii Table of Contents PHIBRO ANIMAL HEALTH CORPORATION PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 9:00 A.M. Eastern Time on Tuesday, November 4, 2025 This proxy statement and the enclosed form of proxy card are furnished in connection with the solicitation of proxies by our Board of Directors (the "Board of Directors" or "Board") for use at the 2025 Annual Meeting of Stockholders of Phibro Animal Health Corporation, a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be held on Tuesday, November 4, 2025, at 9:00 A.M. Eastern Time, at the Company's offices located at Glenpointe Centre East, 3 rd Floor, 300 Frank W. Burr Blvd., Suite 21, Teaneck, NJ 07666. The Notice of Internet Availability of Proxy Materials (the "Notice"), containing instructions on how to access this proxy statement and our annual report, is first being mailed on or about September 22, 2025 to all stockholders of record as of September 12, 2025 (the "Record Date"). Only stockholders of record as of the Record Date will be entitled to vote at the Annual Meeting. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should carefully read this proxy statement in its entirety. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only. As used in this proxy statement, the terms "Phibro," "Company," "we," "us" and "our" mean Phibro An

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