Olivier Rigaud
BALCHEMAbout Olivier Rigaud
Olivier Rigaud, age 60, is a Class 2 independent director of Balchem Corporation (BCPC) since 2023. He is CEO and Chair of the Board of Management at Corbion N.V. (Euronext Amsterdam) and previously served as CEO of Naturex, where he completed the sale to Givaudan. At Balchem, Rigaud serves on the Audit Committee and the Corporate Governance & Nominating Committee and has been designated an “audit committee financial expert” under SEC rules, reflecting deep finance and industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corbion N.V. | Chief Executive Officer; Chair of Board of Management | Since August 2019 | Leads 2,500 employees, 16 industrial sites, 6 R&D centers; global operations and sustainability expertise |
| Naturex | Chief Executive Officer | Not disclosed | Successfully finalized sale to Givaudan; significant M&A execution experience |
External Roles
| Company | Role | Listing | Notes |
|---|---|---|---|
| Corbion N.V. | Director/Executive (CEO; Chair Board of Management) | Euronext Amsterdam | Current public company directorship; global food/biochemicals exposure |
Board Governance
- Independence: Board determined all directors other than the CEO/Chair (Ted Harris) are independent; Rigaud is independent .
- Committees: Audit Committee member; Corporate Governance & Nominating Committee member; designated “audit committee financial expert” .
- Attendance: 2024—Board met 5 times; Audit 7; Compensation 3; Governance 4 (incl. 1 special). Directors averaged 97.4% attendance at Board meetings and 94.3% at committee meetings; all met at least 75% attendance .
- Board effectiveness: Executive sessions held regularly; committee charters reviewed annually; majority independent; Lead Director structure in place .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual Cash Retainer | $65,000 | Standard non-executive director retainer |
| Committee Chair Fees | $0 | Not a chair; chair fees: Audit $15,000, Compensation $10,000, Governance $10,000 (structure reference) |
| Lead Director Fee | $0 | Not Lead Director; Lead Director $20,000 (structure reference) |
| Stock Awards (Grant-date fair value) | $153,653 | Granted Feb 8, 2024: 540 time-based restricted shares; fair value per share $143.43; cliff vest in 3 years |
| Stock Options (Grant specifics) | Included above | 1,730 options granted Feb 8, 2024; strike $143.43; expiration Feb 8, 2034; vesting 20%/40%/40% over years 1-3 |
| All Other Compensation | $0 | No additional compensation |
Notes:
- Directors’ equity is comprised of time-based RS and options; no meeting fees and no other direct/indirect compensation (beyond charitable match program not used by Rigaud) .
Performance Compensation
| Award Type | Performance Metric(s) | Vesting/Terms | Notes |
|---|---|---|---|
| Time-Based Restricted Shares | None | Cliff vest after 3 years; full vest upon death; pro-rata vesting for disability/retirement/conflict-related resignation per formula | No PSUs for directors; PSUs apply to NEOs only |
| Stock Options | None | 10-year term; vest 20% yr1, 40% yr2, 40% yr3; full exercisability upon death; continued vesting under certain retirement/resignation conditions | Strike $143.43; expire 2/8/2034 |
Other Directorships & Interlocks
| Company | Relationship to BCPC | Potential Interlock/Conflict | Status |
|---|---|---|---|
| Corbion N.V. | External CEO; public company | Potential industry adjacency in ingredients/nutrition; any transactions would fall under related-party review | No related-person transactions disclosed in 2024; policy requires Audit Committee review/approval of any such transactions >$120k |
Expertise & Qualifications
- Audit committee financial expert; independent director .
- 30+ years in global food and specialty ingredients; extensive M&A and strategic leadership; sustainability and CSR familiarity .
- International CEO perspective (France/Netherlands), bringing diverse global insights .
Equity Ownership
| Measure (as of Record Date Apr 21, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (SEC definition) | 346 shares | Consists of options exercisable within 60 days; percent of class: <1% |
| Aggregate Stock Options Outstanding | 1,730 | Director equity grants outstanding; vesting per standard schedule |
| Aggregate Unvested Stock Awards | 540 | Time-based RS scheduled to vest (cliff after 3 years from 2/8/2024 grant) |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits hedging and pledging/margin accounts for directors |
| Ownership Guidelines | 5x annual cash retainer | Directors must hold shares equal to 5x retainer; updated policy effective Feb 13, 2025; compliance: all directors in compliance |
Governance Assessment
- Alignment: Equity-heavy director pay (RS + options) supports long-term alignment; rigorous stock ownership (5x retainer) and prohibition on hedging/pledging increase investor confidence .
- Independence & Expertise: Dual-committee service and financial expert designation strengthen oversight (audit risk, governance/sustainability). High board/committee attendance metrics suggest strong engagement .
- Conflicts: Rigaud’s external CEO role at Corbion could introduce potential industry adjacency risk; however, Balchem’s related-party transaction policy and 2024 disclosure indicate no related-person transactions, mitigating conflict concerns .
- Shareholder Signals: Strong say‑on‑pay support (97.1% in 2024) reflects overall confidence in governance and compensation frameworks, though focused on NEOs; oversight by fully independent committees and regular executive sessions further supports board effectiveness .
Board Governance (detail)
- Committees: Audit (member); Corporate Governance & Nominating (member) .
- Financial Expert: Audit committee financial expert (SEC definition) .
- Independence: Independent under Nasdaq rules .
- Tenure: Director since 2023; Class 2; next election 2027 (reclassification noted in Sept 2024 to balance classes) .
- Executive Sessions: Independent directors meet in executive session regularly .
Director Compensation (detail)
| 2024 | Cash | Equity | Total |
|---|---|---|---|
| Olivier Rigaud | $65,000 | $153,653 (540 RS; 1,730 options; strike $143.43; expiry 2/8/2034) | $218,653 |
Related Party & Risk Indicators
- Related-party transactions: None in 2024 involving directors/officers or their immediate family members; policy entails Audit Committee review for >$120k transactions; pre-approvals include cases where related party is only a director or <10% owner at another company .
- Hedging/Pledging: Prohibited for directors; Insider Trading Policy also restricts margin accounts .
- Committee independence: All committee members are independent; no compensation committee interlocks in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Engagement Highlights |
|---|---|---|
| 2024 | 97.1% of votes cast in favor | Active outreach to holders representing >75% of outstanding shares to discuss compensation practices |
RED FLAGS: None disclosed specific to Rigaud. Monitor for any BCPC–Corbion transactions triggering related-party review; ensure continued compliance with ownership guidelines and attendance thresholds .