David Fischer
BALCHEMAbout David Fischer
Independent director at Balchem (BCPC) since 2010; age 62; Class 3 director with term expiring in 2026. Former President & CEO of Greif, Inc. (2011–2015), previously President & COO (2007–2011) and SVP/Divisional President, Industrial Packaging & Services – Americas (2004–2007). Co-founder and chairman of 10x Engineered Materials; currently serves on the board of Ingredion Incorporated (NYSE). Core credentials: global manufacturing leadership and M&A expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greif, Inc. (NYSE) | President & CEO | Nov 2011–Oct 2015 | Led global industrial packaging operations; brings manufacturing and M&A acumen to BCPC’s board |
| Greif, Inc. (NYSE) | President & COO | 2007–2011 | Operational leadership across complex manufacturing |
| Greif, Inc. (NYSE) | SVP & Divisional President, Industrial Packaging & Services – Americas | 2004–2007 | Regional leadership; scaled operations |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Ingredion Incorporated (NYSE) | Director | Public company board | Current other public directorship |
| 10x Engineered Materials | Co-founder & Chairman | Company | Manufacturer of high-tech abrasives; chair role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director since 2010 |
| Board Class & Term | Class 3; next election 2026 |
| Committee Memberships | Executive (member), Compensation (member), Governance (member) |
| Lead Independent Director | Lead Director is Matthew Wineinger (since Feb 2023); chairs independent executive sessions |
| Committee Composition Snapshot | Audit: 7 meetings; Compensation: 3; Governance: 4 (incl. 1 special); Executive: 0 in 2024 |
| Attendance & Engagement | Each current director attended ≥75% of Board and relevant Committee meetings in 2024; average director attendance 97.4% (Board) and 94.3% (Committees) |
| Compensation Committee Interlocks | No interlocking relationships in 2024; all committee members (incl. Fischer) were independent and had no relationships requiring Item 404 disclosure |
| Director Retirement Policy | Mandatory retirement at conclusion of term in which director turns 70 |
| Insider Trading & Hedging/Pledging | Hedging and pledging of company securities prohibited; directors may not hold securities in margin accounts or pledge as collateral |
Fixed Compensation
| Metric (FY 2024) | Amount |
|---|---|
| Annual Cash Retainer | $65,000 (Fischer) |
| All Other Compensation | $2,000 (charitable matching program) |
| Total Cash & Other | $67,000 |
| Chair/Lead Fees (Structure) | Lead Director: $20,000; Audit Chair: $15,000; Compensation Chair: $10,000; Governance Chair: $10,000 (not applicable to Fischer in 2024) |
| “No Other Fees” Policy | Company does not pay any other direct or indirect compensation to directors |
Performance Compensation
| Award | Grant Date | Quantity | Pricing/Value | Expiration | Vesting | Notes |
|---|---|---|---|---|---|---|
| Time-Based Restricted Shares (RS) | Feb 8, 2024 | 540 shares | Grant date fair value $143.43/share | N/A | Cliff vests after 3 years; full vest on change in control or death; pro rata vesting on disability/retirement/resignation for conflict/health (1/36 per full month served) | |
| Stock Options | Feb 8, 2024 | 1,730 options | Strike $143.43 | Feb 8, 2034 | 20% after year 1; 40% after year 2; 40% after year 3; becomes exercisable upon earlier change in control if serving as director; full exercisability on death; continued vesting on qualifying retirement/resignation | |
| Annual Grant Limit | Non-employee director total comp (cash + equity) capped at $800,000 per calendar year |
Performance metrics tied to director compensation: Not applicable — non-executive director grants are time-based only; performance metrics (EBITDA growth, relative TSR) apply to executive PSUs, not director awards.
Other Directorships & Interlocks
| Company | Exchange | Role | Interlocks/Conflicts |
|---|---|---|---|
| Ingredion Incorporated | NYSE | Director | No interlocking relationships requiring disclosure in 2024 |
- Related party transactions: None involving directors/officers/families in 2024; Audit Committee oversees a formal related party policy, with specified preapprovals and independence safeguards.
Expertise & Qualifications
- Global manufacturing operations and leadership across complex, regulated industrial businesses; deep M&A knowledge supporting BCPC’s growth strategy.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (as of Apr 21, 2025) | 23,146 shares; <1% of class |
| Shares Outstanding (Record Date) | 32,617,301 shares |
| Aggregate Stock Options Outstanding (as of Dec 31, 2024) | 17,307 options |
| Aggregate Unvested Stock Awards (as of Dec 31, 2024) | 1,579 shares |
| Ownership Guidelines (Directors) | 5x annual cash retainer; 5-year compliance window; updated Feb 13, 2025 |
| Compliance Status | All directors and officers in compliance with ownership policy |
| Hedging/Pledging Status | Prohibited by policy (margin accounts and pledging disallowed) |
Compensation Committee Analysis
| Topic | Details |
|---|---|
| Committee Membership (2024) | Chair: Matthew Wineinger; Members: David Fischer, Kathleen Fish, Daniel Knutson |
| Consultant | Pearl Meyer & Partners, LLC engaged for director/executive comp benchmarking |
| Consultant Independence | Committee determined Pearl Meyer was independent; no conflicts of interest |
| Committee Authorities | Administers equity compensation plans and interprets the Incentive-Based Compensation Recovery Policy (clawback) |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.1% support — positive investor alignment signal.
- Active shareholder engagement program; outreach to holders representing over 75% of outstanding shares in 2024.
Governance Assessment
- Alignment positives: Long-tenured independent director with deep manufacturing and M&A expertise; strong attendance culture (avg. 97.4% for Board in 2024) and independent committee structure; robust ownership guidelines (5x retainer) and hedging/pledging prohibitions.
- Compensation structure: Fischer’s director pay is equity-heavy ($153,653 stock awards vs. $65,000 cash retainer; total $220,653), supporting long-term alignment; non-employee director award cap ($800,000) limits pay inflation.
- Change-in-control terms: Director RS and options include acceleration/exercisability upon change in control (if serving at the time), which can reduce at-risk alignment; mitigated by time-based vesting and overall cap.
- Conflicts and related-party risk: No related person transactions reported in 2024; committee interlocks absent; formal policy and Audit Committee oversight reduce exposure.
- Shareholder signal: High Say-on-Pay support (97.1%) underscores confidence in pay-for-performance framework at the company level.
RED FLAGS to monitor
- Change-in-control acceleration in director equity awards may be viewed unfavorably by some investors despite plan safeguards; continued oversight warranted.