Matthew Wineinger

About Matthew Wineinger

Matthew Wineinger (age 58) is an independent director of Balchem Corporation, serving since 2015, and the Board’s Lead Director since February 2023 . He is President and CEO of United Sugars Producers and Refiners Cooperative (privately held) since June 2015; previously he led key units at Tate & Lyle PLC as President, Bulk Ingredients (2010–2014) and President, Food & Industrial Ingredients (2008–2010), bringing over three decades of global operational and strategic experience relevant to Balchem’s nutrition businesses . As Lead Director, he chairs the Compensation Committee and the Executive Committee and is recognized for deep manufacturing and supply chain knowledge and human nutrition market expertise .

Past Roles

External Roles

Board Governance

• Roles and independence

  • Independent director; Lead Director since Feb 2023 .
  • Committee leadership: Chair of Compensation Committee and Chair of Executive Committee .
  • Independence: Six of seven directors are independent; all committee members are independent under Nasdaq rules .

• Lead Independent Director responsibilities

  • Sets Board agendas with Chair; leads executive sessions; liaison between independent directors and Chair; crisis leadership; chairs meetings when Chair absent .

• Attendance and engagement

  • 2024 meetings: Board held 5; Audit 7; Compensation 3; Governance 4; Executive 0 .
  • Each director attended at least 75% of Board and relevant committee meetings; directors averaged 97.4% Board attendance and 94.3% committee attendance in 2024 .
  • All directors attended the 2024 Annual Meeting of Shareholders .

• Committee memberships (FY 2024) | Committee | Membership | Meetings in 2024 | |---|---|---| | Compensation | Chair | 3 | | Executive | Chair | 0 | | Audit | Not a member | 7 | | Governance | Not a member | 4 (incl. 1 special) |

• Governance practices impacting investor confidence

  • Majority voting in uncontested elections; resignation policy for directors receiving majority “WITHHOLD” votes .
  • Annual self-assessments; regular executive sessions; updated Insider Trading Policy and stricter stock ownership guidelines in 2024–2025 .
  • Hedging and pledging of company stock prohibited for directors and employees .

Fixed Compensation

• Structure unchanged in 2024 versus prior year for non-equity components; Compensation Committee benchmarks director pay using independent consultant Pearl Meyer .

Performance Compensation

Directors receive long-term equity awards intended to align with shareholders; awards are not performance-based for directors (time-based RS and stock options), with standard vesting/terms.

Award terms (directors):

• RS vesting: full vest at 3 years; accelerated on death; pro-rata vesting on disability/retirement/resignation due to conflict or serious health issue; full vest on change in control while serving .
• Options: 10-year term; standard 20/40/40 vesting; full exercisable on death; continue vesting on disability/retirement per policy; change in control acceleration while serving .

Company-wide incentive design (for context, used by the Compensation Committee that Wineinger chairs):

• Annual ICP metrics: Adjusted EBITDA (60%), Revenue (20%), Free Cash Flow (20%); ESG modifier ±10% for executives; 2024 payouts approved at 131% of target with +6% ESG modifier .
• LTIP for executives: Options (25%), RS (25%), EBITDA PSUs (25%), relative TSR PSUs vs Russell 2000 (25%) over 3 years; 2022–2024 PSU payout 172.4% of target .

Other Directorships & Interlocks

Expertise & Qualifications

• Thirty+ years in global operations, manufacturing, supply chain, and strategy; prior raw materials manufacturing experience relevant to Balchem’s inputs and nutrition markets .
• Governance experience as Lead Director and committee chair; recognized for compensation/HR oversight and executive evaluation .
• Board matrices emphasize skills in executive leadership, corporate governance, manufacturing/supply chain, and marketing/sales .

Equity Ownership

Additional equity alignment:

• Stock Ownership Policy (updated Feb 13, 2025): Directors must hold 5x annual cash retainer; compliance deadline 5 years; all directors currently in compliance .
• Insider Trading Policy prohibits hedging and pledging of Balchem securities .

Outstanding director equity (company-wide, as of 12/31/2024):

Section 16(a) compliance:

Governance Assessment

• Strengths

  • Clear independence and robust Lead Director responsibilities supporting effective oversight of combined Chair/CEO structure .
  • Strong engagement/attendance and regular executive sessions enhance board effectiveness .
  • Director equity grants with multi-year vesting and tightened stock ownership guidelines (5x retainer) align incentives; hedging/pledging banned .
  • Compensation Committee uses independent consultant Pearl Meyer; no consultant conflicts; benchmarking discipline; strong say-on-pay support (97.1% in 2024) .

• Potential risks/RED FLAGS

  • Combined Chair/CEO model relies on Lead Director rigor; mitigated by Wineinger’s defined responsibilities and active executive sessions .
  • No related-party transactions in 2024 (positive); policy in place, but ongoing monitoring remains essential .
  • Director equity is time-based/options (no performance conditions for directors), which is standard, but less performance-contingent than PSUs for executives; offset by ownership guidelines and vesting periods .

• Conflicts and pledging/hedging

  • Insider Trading Policy prohibits hedging and pledging; Related Party Transactions policy and review process active; none reported for 2024 .

Appendix: Director Compensation Detail (Wineinger)

Notes:

• Non-cash award terms and vesting schedules as detailed above; no meeting fees; charitable match program up to $2,000 available to directors (Wineinger did not claim in 2024) .
• Equity grant practices: first-quarter annual cycle; no option repricing; minimum vesting; director award value cap $800,000 including cash .