Daniel Knutson
BALCHEMAbout Daniel Knutson
Daniel Knutson, 68, is an independent Class 3 director of Balchem (BCPC) since 2018 with a current term expiring at the 2026 annual meeting. He is Chair of the Audit Committee and a member of the Compensation Committee; the Board has designated him an “audit committee financial expert.” Prior to Balchem, he served as EVP & CFO at Land O’Lakes (2000–2017) and later as EVP for Special Projects until retiring at the end of 2017, overseeing finance, audit, IT, strategy, and key transactions. His background spans animal feed and human food industries and financial management; he has chaired Balchem’s Audit Committee since June 2018 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Land O’Lakes, Inc. | EVP & CFO | 2000–2017 | Led corporate finance, accounting, treasury, audit, IT, and strategy; key roles in transactions; oversaw investment in Moark LLC . |
| Land O’Lakes, Inc. | EVP, Special Projects | Until end of 2017 | Senior projects and transition responsibilities; retired end of 2017 . |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| None | — | — | No current public company directorships; reduces interlock/conflict risk . |
Board Governance
- Independence: Balchem’s Board has 6 of 7 independent directors; Mr. Knutson is independent under Nasdaq rules. Independent directors meet in executive session after each regular Board meeting, led by the Lead Director .
- Committee structure: All committees are fully independent. Mr. Knutson chairs Audit and serves on Compensation; Audit members (including Mr. Knutson) are designated “audit committee financial experts” .
- Attendance: 2024 Board held 5 meetings; Audit 7, Compensation 3, Governance 4 (incl. one special). Directors averaged 97.4% Board and 94.3% Committee attendance in 2024; each director attended at least 75% of meetings. In 2023, directors averaged 100% Board and Committee attendance .
- Retirement/overboarding policies: Mandatory retirement at conclusion of term in which a director turns 70; non‑employee directors may not serve on >3 other public boards; Audit members capped at ≤2 other public company audit committees .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Chair | 7 | Audit Committee oversees financial reporting, controls, enterprise risk incl. cybersecurity; Mr. Knutson designated financial expert . |
| Compensation | Member | 3 | Committee sets exec and director pay; uses independent consultant (Pearl Meyer) and maintains clawback; Mr. Knutson was a member in 2024 . |
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non‑employee director retainer . |
| Audit Committee Chair fee | $15,000 | Additional chair retainer . |
| Total cash fees (retainer + chair) | $80,000 | Reported for Mr. Knutson in 2024 Director Compensation table . |
| 2024 Director Compensation | Retainer & Fees | Stock Awards (Grant‑Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Daniel Knutson | $80,000 | $153,653 | $0 | $233,653 |
Performance Compensation
Balchem pays non‑employee directors with time‑based restricted stock and stock options; there are no director PSUs or performance‑metric payouts (performance shares are for executives, not directors) .
| Equity Award (2024 grants) | Grant date | Quantity / Terms | Fair value / Price | Vesting / Expiration |
|---|---|---|---|---|
| Time‑Based Restricted Shares | Feb 8, 2024 | 540 shares | Grant-date fair value per share: $143.43 | Cliff‑vest after 3 years; accelerates on change in control if serving; full vest on death . |
| Stock Options | Feb 8, 2024 | 1,730 options | Strike price: $143.43; expires Feb 8, 2034 | Vest 20% after 1 year, 40% after 2 years, 40% after 3 years; accelerates on change in control if serving; fully exercisable on death . |
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation committee interlocks: None disclosed for 2024; Mr. Knutson and other members were independent, with no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Designation: Audit Committee Financial Expert (SEC definition) .
- Industry: Animal feed and human food experience; corporate finance and international management .
- Board qualifications: Strengthens financial compliance programs; Audit chair since June 2018 .
Equity Ownership
| Beneficial Ownership (as of Apr 21, 2025) | Shares |
|---|---|
| Options exercisable within 60 days | 15,207 |
| Shares held directly | 3,979 |
| Total beneficial ownership | 19,186; <1% of class |
| Outstanding Director Equity (as of Dec 31, 2024) | Amount |
|---|---|
| Aggregate Stock Options Outstanding | 17,307 |
| Aggregate Unvested Stock Awards | 1,579 |
Ownership alignment and safeguards:
- Stock ownership policy: Directors must hold shares equal to 5× annual cash retainer; effective Feb 13, 2025, director requirement remains 5× . All directors and officers are currently in compliance .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging Balchem securities; margin accounts are prohibited .
- Pledging status: No pledging disclosed; policy prohibits it .
Governance Assessment
- Board effectiveness: Independent Audit chair with financial expert designation; strong committee independence and annual/biennial self‑evaluations .
- Attendance/engagement: Board/Committee attendance robust in 2024; all directors ≥75%; average 97.4% Board and 94.3% Committee attendance .
- Pay structures: Director pay balanced between modest cash retainers and long‑term equity (time‑based RS and options); no director performance‑based grants, reducing risk of short‑termism .
- Conflicts/related party: No related person transactions in 2024; compensation interlocks not present .
- Shareholder signals: Advisory “Say‑on‑Pay” support was 97.1% in 2024; in 2025, votes were 25,454,863 For, 1,685,143 Against, 49,258 Abstain, indicating continued strong support for pay practices .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (Item 3): For 25,454,863; Against 1,685,143; Abstain 49,258; Broker non‑votes 2,204,153 .
- 2024 Proxy: Say‑on‑Pay approved by 97.1% of votes cast; Company enhanced ownership requirements and maintains clawback policy .
Related Party Transactions and Risk Indicators
- Related party transactions: None in 2024 involving directors/officers or immediate family members over $120,000; Audit Committee oversees related party policy and approvals .
- Risk safeguards: Clawback policy for incentive‑based compensation; prohibition on hedging/pledging; independent compensation consultant (Pearl Meyer) vetted for independence .
Director Compensation Policy Reference
- Annual cash fees (2024): $65,000 retainer; $15,000 Audit Chair; $10,000 Compensation Chair; $10,000 Governance Chair; $20,000 Lead Director .
- Non‑employee director equity awards subject to minimum vesting; annual per‑director cap (inclusive of cash) ≤$800,000 under the Amended 2017 Plan .
Additional Board Context
- Committee independence and oversight: Audit directly oversees external auditor RSM, internal controls, ERM including cybersecurity; Audit Committee report signed by Mr. Knutson (Chair), Ms. Vicente, and Mr. Rigaud .
- 2025 Annual Meeting outcomes: Director elections and auditor ratification passed; detailed vote counts reported in Item 5.07 8‑K .
RED FLAGS: None disclosed regarding related party transactions, hedging/pledging, low attendance, or compensation anomalies for directors. Governance policies (retirement, overboarding limits, clawback, ownership guidelines) and high Say‑on‑Pay support indicate strong investor‑alignment .