Phibro Animal Health (PAHC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 4, 2025, with voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Fiscal 2025 saw 27% net sales growth, 53% adjusted EBITDA increase in Animal Health, and strong performance in other segments.

• The company emphasizes pay-for-performance, aligning executive compensation with business results and shareholder interests.

• BFI Co., LLC controls a majority of voting power, classifying the company as a "controlled company" under Nasdaq rules.

Voting matters and shareholder proposals

• Shareholders will vote on three Class III director nominees, executive compensation (say-on-pay), frequency of future say-on-pay votes, and ratification of PwC as auditor.

• The board recommends voting for all proposals, including a triennial frequency for say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be submitted by May 25, 2026.

Board of directors and corporate governance

• The board consists of nine members in three staggered classes; six are independent under Nasdaq rules.

• The company utilizes controlled company exemptions, not requiring a majority of independent directors or certain committees.

• Audit and Compensation Committees are fully independent; the board meets regularly and encourages director attendance at annual meetings.

• The board has adopted Corporate Governance Guidelines and a Code of Ethics.