Kathleen Fish
BALCHEMAbout Kathleen Fish
Kathleen Fish, age 67, is an independent Class 2 director of Balchem Corporation (BCPC) since 2022, with a term expiring at the 2027 annual meeting . She previously served as Chief Research, Development and Innovation Officer (2017–2020) and Chief Technology Officer (2014–2017) at Procter & Gamble (P&G), bringing executive leadership and deep innovation/R&D experience to the board . Fish chairs Balchem’s Corporate Governance & Nominating Committee and also serves on the Compensation and Executive Committees; she is also a current public company director at Origin Materials, Inc. (Nasdaq) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (NYSE: PG) | Chief Research, Development & Innovation Officer | 2017–2020 | Led global R&D/innovation in regulated consumer markets; oversight of new product development |
| Procter & Gamble (NYSE: PG) | Chief Technology Officer | 2014–2017 | Technology leadership and product development governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Origin Materials, Inc. (Nasdaq) | Director | Current | Not disclosed in proxy |
Board Governance
- Committee assignments: Executive Committee member, Compensation Committee member, and Chair of the Corporate Governance & Nominating Committee since February 2023 .
- Independence: Determined independent under Nasdaq rules; six of seven Balchem directors are independent, and all three board committees are fully independent .
- Board structure: Seven directors; Lead Director (independent) role in place; executive sessions of independent directors are held regularly .
- Attendance and engagement: In 2024 the Board met 5 times; committee meetings—Audit 7, Compensation 3, Governance 4 (including one special). Directors attended on average 97.4% of Board meetings and 94.3% of committee meetings; all directors attended at least 75% .
- Retirement policy: Directors retire at the conclusion of the term in which they reach age 70 .
- Meeting fee policy: Annual cash retainer plus committee chair/membership fees; no per-meeting fees disclosed .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | All non-executive directors |
| Governance Committee Chair fee | $10,000 | Applies to Fish as Governance Chair |
| Retainer & fees paid to Fish (2024) | $75,000 | Sum of retainer + chair fee |
| Other fees (Lead Director/Audit/Comp Chairs) | $20,000 / $15,000 / $10,000 | Not applicable to Fish (Lead/Audit/Comp chairs held by others) |
| All other compensation to Fish | $0 | No perquisites disclosed for directors beyond charitable match program (not used) |
- Year-over-year: Non-equity components unchanged in 2024 vs prior year .
Performance Compensation
| Equity Award Detail | Grant Date | Quantity | Strike/Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|
| Time-Based Restricted Shares (RS) | Feb 8, 2024 | 540 shares (to each non-exec director) | Grant-date fair value $143.43 per share | Cliff vest three years (Feb 8, 2027); accelerates on death; pro-rata on retirement/disability/conflict resignation per policy | N/A |
| Stock Options | Feb 8, 2024 | 1,730 options (to each non-exec director) | Strike $143.43 | 20% after 1 year; 40% after 2 years; 40% after 3 years; accelerates on death; continues vesting for retirement/disability/conflict | Feb 8, 2034 |
| Fish—Stock Awards (proxy value) | 2024 | $153,653 | Includes RS and options per footnote | See above | See above |
Performance metrics tied to equity or cash for directors: none—director equity is time/option-vested (no director PSUs). Company uses performance metrics for executives (ICP/LTIP) including Adjusted EBITDA, Revenue, Free Cash Flow, TSR and an ESG modifier; these inform overall pay-for-performance governance quality .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Origin Materials, Inc. (Nasdaq) | Director | No related-party transactions or compensation committee interlocks disclosed in 2024 |
- Compensation Committee interlocks: None requiring disclosure; Fish served on Balchem’s Compensation Committee in 2024 alongside three other independent directors .
- Related party transactions: None in 2024 involving directors or immediate family members; policy requires Audit Committee review/approval of any such transactions >$120,000 .
Expertise & Qualifications
- Executive leadership in global innovation/R&D and new product development, including regulated consumer markets; board notes her insight in growth, governance and risk oversight .
- Public company board experience and corporate governance expertise; chairs Governance Committee since February 2023 .
- Committee leadership and succession planning oversight via Governance Committee responsibilities (board refreshment, stock ownership policy compliance, succession planning) .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 3,676 shares; less than 1% of class | Includes options exercisable within 60 days |
| Direct shares | 509 shares | As disclosed in beneficial ownership footnotes |
| Options—exercisable within 60 days | 3,167 shares | Counted in beneficial ownership |
| Aggregate stock options outstanding | 5,267 | Total options (exercisable + unexercisable) at 12/31/2024 |
| Aggregate unvested stock awards | 1,579 shares | As of 12/31/2024 |
| Shares pledged as collateral | Prohibited by policy; no pledge exceptions disclosed | Insider Trading Policy bans pledging/margin accounts |
| Director stock ownership guideline | 5x annual cash retainer | Directors unchanged in 2025 policy update |
| Compliance status | All directors and officers in compliance | Governance Committee reviews annually |
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee consists solely of independent directors; Fish served as a member in 2024 .
- Use of independent consultant: Pearl Meyer engaged for director and executive compensation benchmarking; Compensation Committee evaluated and confirmed consultant independence and no conflicts .
- Peer group: Updated December 2023; used for 2024 benchmarking; includes specialty chemicals, ingredients, and adjacent consumer/food names (e.g., Cabot, Stepan, H.B. Fuller, Sensient, Quaker Chemical, FMC) .
- Governance protections: No option repricing without shareholder approval; double-trigger change-in-control for executives; clawback policy adopted in 2023 .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 97.1% approval of executive compensation .
- Engagement: Outreach to shareholders representing over 75% of outstanding shares on executive compensation topics in 2024 .
Governance Assessment
- Committee leadership and independence: Fish’s role as Governance Chair is a positive signal for board discipline in succession, refreshment, sustainability oversight, and stock ownership compliance .
- Attendance/engagement: High overall attendance and frequent executive sessions support effective oversight; Fish sits on key committees (Governance Chair, Compensation, Executive) .
- Alignment: Director equity grants (RS and options), 5x retainer ownership guideline, and prohibition of hedging/pledging indicate strong alignment and risk controls; all directors currently in compliance .
- Conflicts/related-party exposure: No related-party transactions or interlocks disclosed for 2024; Compensation Committee interlocks not present—reduces conflict risk .
- Refreshment/retirement: Board retirement at age 70 provides refresh discipline; Fish at age 67 with term through 2027 suggests the Governance Committee will actively manage succession around policy thresholds .
- Shareholder confidence: Strong Say-on-Pay support and formal clawback/ownership policies reinforce pay-for-performance and governance quality .
RED FLAGS: None disclosed specific to Fish—no related-party transactions, no pledging, and no interlocks; per-company policies prohibit hedging/pledging and option repricing without shareholder approval .