Monica Vicente
BALCHEMAbout Monica Vicente
Independent director of Balchem Corporation (BCPC), age 59, serving since 2023; currently a member of the Audit Committee and designated an “audit committee financial expert.” She is Senior Vice President and Chief Financial Officer of Fresh Del Monte Produce Inc. (since April 2022) and previously served 19 years as Vice President, Corporate Finance at Fresh Del Monte; she holds no other public company directorships. Her board term is Class 1 with current term expiring in 2025; independence under Nasdaq rules is affirmed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresh Del Monte Produce Inc. | Vice President, Corporate Finance | ~19 years (prior to 2022) | SEC reporting, controlling, tax, treasury experience cited in Balchem proxy biography. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresh Del Monte Produce Inc. | Senior Vice President & Chief Financial Officer | April 2022–present | Global finance leadership; financial planning & analysis, investor relations, procurement; recognized as adding financial and food industry expertise to BCPC board. |
Board Governance
- Independence: Independent director since 2023; BCPC board composition currently six of seven directors are independent, and all standing committees are comprised solely of independent directors.
- Committee assignments: Audit Committee member; Audit Committee currently consists of Daniel Knutson (Chair), Olivier Rigaud, and Monica Vicente.
- Financial expertise: Identified by the board as an “audit committee financial expert.”
- Attendance: In 2023, all directors averaged 100% attendance at board and committee meetings for which they served; in 2024, each current director attended at least 75% of board and committee meetings.
- Meetings held: In 2024, Audit 7; Compensation 3; Governance 4 (including one special meeting); Executive 0.
- Executive sessions: Independent directors generally hold executive sessions at each board and committee meeting.
- Board refresh: Vicente appointed effective September 6, 2023, reflecting board refresh and diversity priorities.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (non-executive director) | $21,667 (pro‑rated from appointment on Sept 6, 2023) | $65,000 |
| Committee chair fees (Audit/Comp/Gov) | None (not a chair) | None (not a chair) |
| Lead Director fee | Not applicable | Not applicable (Lead Director fee $20,000 applies to Lead Director only) |
| Meeting fees | $0 (structure set by Mercer; no per‑meeting fees post‑2022) | $0 (no per‑meeting fees) |
| Total cash (Retainer & fees) | $21,667 | $65,000 |
Notes:
- BCPC’s director pay structure (effective March 1, 2022 per Mercer review): Annual cash retainer $65,000; Audit Chair $15,000; Compensation Chair $10,000; Governance Chair $10,000; Lead Director fee increased to $20,000 by 2024.
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value / Strike | Vesting | Expiration | Change-in-Control / Death | Other Vesting Provisions |
|---|---|---|---|---|---|---|---|
| Time-Based Restricted Shares | Feb 8, 2024 | 540 shares | $143.43 per share (fair value) | Cliff vest in full after 3 years (from grant) | N/A | Vest in full upon change in control or death | Pro‑rata vesting upon disability, retirement (per Director Retirement Policy), or resignation due to conflict of interest or serious health issue |
| Stock Options | Feb 8, 2024 | 1,730 options | $143.43 strike price | 20% after 1 year, 40% after 2 years, 40% after 3 years (typical director option schedule) | Feb 8, 2034 | Fully exercisable upon change in control or death | Continue to vest per schedule upon qualifying retirement or resignation due to conflict/health issue |
- 2023: No equity grants to Vicente (joined after 2023 grant date); directors appointed in Sept 2023 did not receive that year’s RS/Option grants.
- Clawback: Company adopted an Incentive-Based Compensation Recovery Policy (clawback) for incentive compensation; policy is highlighted at the company level.
Director Compensation Summary (Reported)
| Year | Retainer & Fees | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| 2023 | $21,667 | $0 | $0 | $21,667 |
| 2024 | $65,000 | $153,653 | $0 | $218,653 |
Other Directorships & Interlocks
- Other public company boards: None.
- Appointment 8-K: Board determined Vicente is independent; no transactions requiring disclosure under Item 404(a); no family relationships with directors or officers.
- External executive role: Serving as CFO of Fresh Del Monte Produce Inc. (global agricultural company).
Expertise & Qualifications
- Financial/accounting and risk management: Current CFO of a global public company; extensive experience in SEC reporting, controlling, tax, treasury; FP&A and investor relations; designated audit committee financial expert.
- Industry knowledge: Food industry expertise adds relevant market perspective to BCPC’s nutrition-focused strategy.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Shares Outstanding (Record Date) |
|---|---|---|---|
| Monica Vicente | 346 | Less than 1% | 32,617,301 (as of Apr 21, 2025) |
- Outstanding director awards (as of Dec 31, 2024): 1,730 stock options; 540 unvested restricted shares (Vicente).
- Pledging/hedging: Insider Trading Policy prohibits directors from holding BCPC securities in margin accounts or pledging as collateral; BCPC does not allow hedging or pledging for employees or directors.
- Stock ownership guidelines: Directors required to hold BCPC stock equal to 5x annual cash retainer; five years from commencement of service to attain levels (Vicente joined Sept 6, 2023, implying compliance deadline in 2028). Policy was updated in 2024 to increase holding requirements; details provided in the 2025 proxy.
Governance Assessment
- Committee service and expertise: Direct audit oversight role with financial expert designation strengthens board effectiveness in financial reporting and risk oversight; Audit Committee membership is fully independent.
- Independence and attendance: Independent since 2023; high engagement evidenced by board-wide 100% attendance in 2023 and at least 75% in 2024; Audit Committee met seven times in 2024.
- Compensation alignment: Director pay includes a meaningful long-term equity component (RS + options) with multi-year vesting and robust change-in-control provisions; no meeting fees and no chair fees apply to Vicente, consistent with role.
- Ownership alignment: Beneficial ownership currently modest (346 shares) with explicit prohibition on pledging/hedging and a stringent 5x retainer ownership guideline over five years to build alignment; updated ownership policy in 2024 signals strengthening alignment expectations.
- Conflicts/related party: No related-party transactions disclosed at appointment; policy framework and governance practices (annual self-assessments, independent committees, executive sessions) support investor confidence.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies for Vicente. Equity awards are time-based (no repricing) and options carry standard vesting; BCPC prohibits hedging/pledging and highlights clawback policy at the company level.