Hatsuki Miyata
BALCHEMAbout Hatsuki Miyata
Executive Vice President, Chief Legal Officer and Secretary of Balchem (BCPC). Appointed in 2022; initial equity grant dated July 27, 2022 indicates start of current role . As corporate secretary/GC, she signs 8‑K filings and board-related documents . Company performance under the current leadership team delivered record FY2024 sales of $953.7M and record adjusted EBITDA of $250.3M, alongside debt reduction and dividend growth . Pay-for-performance alignment is evidenced by strong PSU outcomes (2022–2024 PSU payout 172.4% driven by EBITDA growth and relative TSR) and a high 2024 Say‑on‑Pay approval (97.1%) . Education and age not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Balchem Corporation | EVP, Chief Legal Officer and Secretary | 2022–present | Corporate secretary/GC; signatory on governance/M&A and board matters (8‑K signatory) |
External Roles
- No public company directorships or external roles disclosed for Ms. Miyata in the proxy .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 471,136 | 32,600 | Perqs include auto allowance, matching charitable donation (up to $2,000), employee award points; plus 401(k) match of $20,700 |
| 2023 | 435,870 | 46,147 | 2023 perqs included auto allowance and relocation expenses; 401(k) match of $19,800 |
- Compensation mix (2024): 29.2% fixed, 70.8% variable .
Performance Compensation
Annual Incentive (ICP) – Structure and 2024 Outcomes
| Item | Detail |
|---|---|
| Target bonus | 60% of base salary |
| Metrics/weights (2024) | Adjusted EBITDA 60% (Threshold $230.9M; Target $241.1M; Max $265.2M); Revenue 20% (Threshold $920.5M; Target $962.0M; Max $1,010.1M); Free Cash Flow 20% (Threshold $120.0M; Target $133.3M; Max $146.6M); ESG modifier ±10% |
| 2024 Results | Adj. EBITDA $250.3M (103.8% of target; 122.9% payout); Revenue $953.7M (99.1% of target; 86% payout); FCF $147.2M (110.4% of target; 200% payout) |
| Payout level | Aggregate corporate payout approved at 131% of target; Compensation Committee applied a +6% ESG modifier for safety, GHG and water progress |
| Actual bonus paid (2024) | $393,215 |
Long-Term Incentives (LTIP)
- Design: Options (25%), time-based restricted shares (25%, cliff at 3 years), and PSUs (50%: EBITDA growth PSUs 25% and relative TSR PSUs vs Russell 2000 25%) over a 3-year performance period; options vest 20%/40%/40% over years 1/2/3; 10-year term .
| Grant Year | Component | Quantity/Terms | Pricing/Value |
|---|---|---|---|
| 2024 | PSUs (target) | 2,050 target shares (4,100 max) | — |
| 2024 | Time-based RS | 1,160 shares (cliff vest in 3 years) | — |
| 2024 | Options | 3,800 options; vest 20/40/40; 10‑yr term | Ex. price $143.43 |
| 2024 | Target equity multiplier | 1.50x base salary | — |
| 2023 | PSUs (target) | 1,420 target shares (2,840 max) | — |
| 2023 | Time-based RS | 770 shares (cliff vest in 3 years) | — |
| 2023 | Options | 2,600 options; vest 20/40/40; 10‑yr term | Ex. price $138.09 |
| 2023 | Target equity multiplier | 1.00x base salary | — |
- Recent PSU Payouts (performance realized):
- 2022–2024 PSU cycle: EBITDA growth 31.0% vs 24.2% target → 192.4% payout; relative TSR ~63.7th percentile → 154.7% payout; aggregate 172.4% .
- 2021–2023 PSU cycle: EBITDA growth 31.8% → 200.0% payout; relative TSR ~63.5th percentile → 153.9% payout; aggregate 178.5% .
Equity Ownership & Alignment
Beneficial Ownership (as of April 21, 2025)
| Holder | Total Shares | Components |
|---|---|---|
| Hatsuki Miyata | 4,349 (<1%) | 2,320 options exercisable within 60 days; 460 shares in 401(k); 1,569 shares held directly |
- Ownership policy: All other executive officers must hold stock equal to 2x salary (updated Feb 13, 2025; 5-year compliance window). All directors/officers currently compliant .
- Hedging/pledging: Prohibited by Insider Trading Policy; no margin accounts or pledging allowed .
Outstanding and Unvested Awards (12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise Price | Unvested Shares | Reference |
|---|---|---|---|---|---|
| Stock options (2023 grant) | 520 | 2,080 | $138.09 | — | |
| Stock options (2024 grant) | — | 3,800 | $143.43 | — | |
| Time-based RS | — | — | — | 3,264 ($532,032 at $163.00) | |
| PSUs (at target) | — | — | — | 3,470 ($565,610 at $163.00) |
Scheduled Vesting (Miyata)
| Vest Date | Shares |
|---|---|
| Jul 27, 2025 | 1,334 |
| Jan 1, 2026 | 1,420 |
| Feb 8, 2026 | 770 |
| Jan 1, 2027 | 2,050 |
| Feb 8, 2027 | 1,160 |
Implication: Several 2026–2027 vesting events may create periodic liquidity needs (tax withholding), a modest potential source of selling pressure. No pledging allowed, mitigating alignment risk .
Employment Terms
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Employment agreements: Company states no employment agreements for NEOs other than the CEO and CFO; therefore none disclosed for Ms. Miyata .
-
Executive Severance Policy (adopted Feb 12, 2025):
- Termination without cause (outside CIC): 1x salary + 1x target bonus; Company-paid COBRA during 12‑month severance period; equity per award terms or potential accelerated vesting in lieu of cash at Committee discretion .
- Involuntary termination within CIC period (double trigger): 2x salary + 2x target bonus; Company-paid COBRA for 24 months; immediate vesting of time-based equity; performance equity deemed earned at target .
-
Clawback: Incentive-based compensation recovery policy for current/former executive officers in the event of an accounting restatement; applies to cash and equity awards linked to financial measures .
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Stock ownership guidelines and 5‑year compliance window; updated multiples in 2025 .
Performance & Track Record (context for pay-for-performance)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Net Income ($M) | 108.5 | 128.5 |
| Adjusted EBITDA ($M) | 230.9 | 250.3 |
| Year-end value of $100 in BCPC (since 12/31/2019) | 149.36 | 164.52 |
- Company highlighted record sales and adjusted EBITDA in 2024, with double-digit dividend increase and $119.6M debt pay-down .
Compensation Structure Analysis
- Increased equity emphasis: Target equity multiplier for Ms. Miyata rose from 1.00x (2023) to 1.50x (2024), raising at‑risk, multi‑year equity exposure .
- Metrics rigor and transparency: ICP grounded in Adjusted EBITDA, revenue, and free cash flow with defined thresholds/targets; ESG modifier applied for first time in 2024 (+6%) reflecting safety and environmental progress .
- No shareholder‑unfriendly features: No single-trigger change‑in‑control vesting; no option/SAR repricing without shareholder approval; no tax gross‑ups; hedging/pledging prohibited .
Related Party Transactions and Governance Red Flags
- Related party transactions: None in 2024 involving directors/officers or immediate family members .
- Say‑on‑Pay: 97.1% approval in 2024 (vs. ~72.3% in 2023), after enhanced engagement and program updates (new consultant, peer group refresh) .
- Insider policy: Updated Insider Trading Policy included in 2024 Form 10‑K exhibit; reinforces trading restrictions .
Investment Implications
- Alignment: High variable pay share (70.8%) and PSU metrics (EBITDA growth, relative TSR) align incentives with shareholder value creation; updated ownership policy (2x salary for other executives) and compliance reduce misalignment risk .
- Retention: Balanced by 3-year cliff RSUs, multi-year PSU cycles, and options with staggered vesting; severance policy (double‑trigger CIC at 2x salary+bonus) provides retention under transaction scenarios without single-trigger acceleration .
- Selling pressure: Several vesting dates in 2025–2027 suggest periodic, manageable liquidity events; pledging and hedging prohibitions mitigate adverse signaling risk .
- Governance quality: Strong recent Say‑on‑Pay support and clear clawback/anti‑repricing provisions indicate investor‑friendly design; lack of related‑party transactions reduces governance red flags .