Balchem (BCPC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2025, to be held virtually, with shareholders able to vote online or by proxy.

• Record 2024 financial performance: $953.7M in sales, $250.3M adjusted EBITDA, and strong free cash flow, enabling a double-digit dividend increase and $119.6M in debt reduction.

• Continued progress on growth strategies, new product launches, and international expansion, with a focus on sustainability and governance.

• Exceeded 2030 environmental goals for GHG emissions (32% reduction from 2020 baseline) and made significant progress on water usage reduction (15% reduction from 2020 baseline).

• Updated Insider Trading and Stock Ownership Policies for directors and executive officers, increasing holding requirements.

Voting matters and shareholder proposals

• Election of three Class 1 directors to serve until the 2028 annual meeting.

• Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Advisory approval of executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; average tenure is 6 years, 7 months.

• Board committees (Audit, Compensation, Governance) are fully independent.

• Lead Director role reinforces independence; directors must retire at age 70.

• Board and committees conduct regular self-assessments and succession planning.

• Board diversity in skills, experience, gender, and international background.