Frederic Boned
BALCHEMAbout Frederic Boned
Senior Vice President and General Manager, Human Nutrition & Health at Balchem (BCPC) and a Named Executive Officer since at least 2022 . Company performance context tied to his business: Balchem delivered record FY2024 sales of $953.7M and record adjusted EBITDA of $250.3M , while the Human Nutrition & Health segment posted record quarterly sales and earnings in Q3 2025, up 14% year over year . His incentive pay is explicitly linked to Adjusted EBITDA, Revenue, and Free Cash Flow with an ESG modifier, and long-term equity awards tied to 3-year EBITDA growth and relative TSR versus the Russell 2000 .
Fixed Compensation
Multi-year pay detail (Boned):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $65,385 | $432,765 | $518,125 |
| ICP Target (% of base) | — | 50% | 60% |
| Bonus (Sign-on) ($) | $0 | $50,000 | $0 |
| 401(k) Company Match ($) | — | $19,800 | $20,700 |
| Other Perquisites ($) | — | $10,800 | $11,400 |
| Total Fixed vs Variable Mix | — | Fixed 40.7% / Variable 59.3% | Fixed 33.4% / Variable 66.6% |
Performance Compensation
2024 ICP structure and outcomes:
| Metric | Weighting | Threshold | Target | Stretch | Max | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% | 230.9 | 241.1 | 253.2 | 265.2 | 250.3 | 122.9% |
| Revenue ($mm) | 20% | 920.5 | 962.0 | 986.1 | 1,010.1 | 953.7 | 86% |
| Free Cash Flow ($mm) | 20% | 120.0 | 133.3 | 140.0 | 146.6 | 147.2 | 200% |
| ESG Modifier | +/-10% | — | — | — | — | +6% applied | — |
- Aggregate 2024 ICP payout was 131% of target for executive officers, with a positive +6% ESG modifier recognizing safety and sustainability progress .
2024–2023 LTIP grants (Boned):
| Award Type | Grant Date | Units (Target) | Vesting | Option Strike | Total Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (EBITDA & TSR) | 02/08/2024 | 2,440 | Cliff vest after 3 years; performance-based | — | — |
| RSUs (Time-Based) | 02/08/2024 | 1,380 | Cliff vest after 3 years | — | — |
| Stock Options | 02/08/2024 | 4,500 | 20%/40%/40% over years 1/2/3 | $143.43 | $793,866 (aggregate for 2024 awards) |
| PSUs (EBITDA & TSR) | 02/08/2023 | 1,420 | Cliff vest after 3 years; performance-based | — | — |
| RSUs (Time-Based) | 02/08/2023 | 770 | Cliff vest after 3 years | — | — |
| Stock Options | 02/08/2023 | 2,600 | 20%/40%/40% over years 1/2/3 | $138.09 | $426,007 (aggregate for 2023 awards) |
Long-term performance realization:
- 2022–2024 PSU cohort vested at 172.4% of target (EBITDA payout 192.4%; relative TSR payout 154.7%) .
Equity Ownership & Alignment
Beneficial ownership and award overhang (as of record date or FY-end):
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 2,870; comprised of 2,460 options exercisable within 60 days and 410 shares in 401(k) |
| Percent of Shares Outstanding | <1% (“*”) |
| Shares Outstanding | 32,617,301 (Apr 21, 2025) |
| Options Outstanding (Exercisable / Not Exercisable) | 520 / 2,080 (FY-end 2024) |
| Unvested RSUs (number; $ at $163) | 5,150; $839,450 |
| Unvested PSUs (number; $ at $163) | 3,860; $629,180 |
Upcoming vesting schedule (selected tranches):
| Final Vesting Date | Boned Shares |
|---|---|
| Oct 31, 2025 | 3,000 |
| Jan 1, 2026 | 1,420 |
| Feb 8, 2026 | 770 |
| Jan 1, 2027 | 2,440 |
| Feb 8, 2027 | 1,380 |
Stock ownership policy and trading restrictions:
- Ownership requirements (updated Feb 13, 2025): All other executive officers must hold stock equal to 2x base salary (up from 1x); CFO 3x; CEO 5x; Directors 5x . All directors and officers are currently in compliance .
- Hedging and pledging of Balchem securities are prohibited for directors, officers, and employees .
Employment Terms
Executive Severance Policy (adopted Feb 12, 2025; applies to executive officers):
| Scenario | Salary Multiple | Target Bonus Multiple | Severance Period | Equity Treatment |
|---|---|---|---|---|
| Termination without Cause (outside CIC period) | 1x | 1x | 12 months | As per award agreements (committee may accelerate in lieu of cash) |
| Involuntary Termination within CIC period | 2x | 2x | 24 months | Time-based awards accelerate in full; performance deemed at target |
Other governance and pay protections:
- Clawback policy adopted in 2023 covering cash and equity incentives upon a required financial restatement .
- No tax gross-ups for change-in-control or deferred compensation excise taxes .
- No single-trigger vesting in the plan; double-trigger acceleration under Executive Severance Policy; option repricing prohibited without shareholder approval .
Multi-Year Compensation Summary (Boned)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $65,385 | $432,765 | $518,125 |
| Bonus (Sign-on) ($) | $0 | $50,000 | $0 |
| Stock Awards ($) | $419,400 | $319,662 | $593,513 |
| Stock Options ($) | $0 | $106,345 | $200,353 |
| Non-Equity Incentive (ICP) ($) | $150,000 | $198,832 | $537,999 |
| All Other Compensation ($) | $51,662 | $30,600 | $32,100 |
| Total ($) | $686,447 | $1,138,204 | $1,882,090 |
Compensation Structure Analysis
- Emphasis on at-risk pay: variable comprised 66.6% of Boned’s FY2024 total compensation (vs 59.3% in FY2023), aligning pay with financial performance .
- Shift to balanced equity mix: annual LTIP split between stock options (time-vested), time-based RSUs, and performance shares (EBITDA and relative TSR), with minimum vesting periods and no repricing permitted .
- ICP incorporates FCF and Adjusted EBITDA thresholds to mitigate sales-only incentives, plus an ESG modifier applied for overachievement on safety and sustainability in 2024 (+6%) .
Compensation Peer Group (Benchmarking)
- 2024 peer group used for benchmarking (examples): Ashland Global, Avient, Cabot, Element Solutions, FMC, Hain Celestial, Hexcel, Ingevity, Innospec, Lancaster Colony, Minerals Technologies, MGP Ingredients, Quaker Chemical, Sensient Technologies, Simply Good Foods, Stepan, Treehouse Foods, CSW Industrials, Azek .
- Target competitive positioning: total direct compensation “around relevant market data” (2025 proxy) and “generally at the 50th percentile” (2024 proxy) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: 97.1% in 2024 ; approximately 72.3% in 2023 following discussion of a 2022 one-time CEO retention option grant; management responded by switching to Pearl Meyer and refreshing the peer group, and indicated no expectation of one-time awards absent extraordinary circumstances .
Related Party Transactions and Risk Indicators
- No related party transactions involving officers or directors were reported for 2024 .
- Risk mitigants: hedging/pledging prohibited ; clawback policy in place ; option repricing prohibited ; no single-trigger CIC acceleration .
Performance & Track Record (context to Boned’s segment)
- Human Nutrition & Health segment delivered record Q3 2025 sales ($174.1M, +14%) and record earnings from operations ($40.8M, +15%), driven by stronger nutrients and food ingredients businesses and favorable mix .
- Company-level “Pay versus Performance”: CAP tracked favorably alongside Adjusted EBITDA and TSR over 2020–2024; 2024 cumulative TSR index value 164.52 for BCPC vs 118.83 for peer index .
Investment Implications
- Strong pay-for-performance alignment: Rising variable mix, explicit EBITDA/FCF/TSR metrics, and above-target PSU vesting support incentive coherence with shareholder value creation .
- Near-term selling pressure watch: Multiple tranches of RSUs/PSUs vest 2025–2027 (notably Oct 31, 2025; Jan 1 & Feb 8, 2026), increasing potential for insider liquidity events; however, hedging/pledging are prohibited and ownership guidelines promote longer holding .
- CIC protection is double-trigger: Increases retention but also elevates potential payout under a sale scenario (2x salary and bonus with full time-based acceleration and target for performance awards for executive officers) .
- Governance quality positive: High Say-on-Pay, clawback adoption, no tax gross-ups, and prohibition on options repricing reduce red flags and signal disciplined compensation oversight .