Phibro Animal Health (PAHC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 5, 2024, to elect two Class II directors and ratify the selection of PwC as independent auditor for FY2025.

• Board recommends voting for Mary Lou Malanoski and Carol A. Wrenn as directors and for PwC as auditor.

• Shareholders of record as of September 13, 2024, are eligible to vote; Class A shares have one vote, Class B shares have ten votes per share.

• Proxy materials are primarily distributed electronically to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include election of two Class II directors and ratification of PwC as auditor.

• Board unanimously recommends voting for both proposals.

• Shareholders may submit proposals for the 2025 meeting by May 26, 2025, or nominate directors per bylaw procedures.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes.

• BFI controls a majority of voting power, qualifying as a "controlled company" under Nasdaq rules and exempt from certain governance requirements.

• Five directors are considered independent under Nasdaq rules.

• Board has Audit and Compensation Committees, both composed of independent directors.

• Board diversity matrix includes two female and six male directors.