Amy Rocklin
NEOGENAbout Amy Rocklin
Amy M. Rocklin, Ph.D., age 53, is NEOG’s Chief Legal & Compliance Officer and Corporate Secretary; she joined Neogen in March 2021 as Vice President, General Counsel & Corporate Secretary and was named Chief Legal & Compliance Officer in 2022 . She leads legal, compliance, regulatory, quality, validations, government and scientific affairs, and ESG, advising the CEO, Board, and senior leadership on legal and compliance issues; prior roles include Division Vice President, Corporate Law at Corning, leadership positions at Smiths Group plc, and private practice at Foley & Lardner LLP . Company performance context over her tenure is shown below; revenue expanded from FY2023 to FY2024 and contracted in FY2025, while EBITDA declined in FY2025 versus FY2024 (values shown in table; derived growth conclusions based on those values) .
NEOG Performance (Company context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $822,447,000 | $924,222,000 | $894,661,000 |
| EBITDA (USD) | $125,892,000* | $175,380,000* | $119,862,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corning Incorporated | Division Vice President, Corporate Law; prior roles incl. Director of Law, M&A and Emerging Innovations | ~10 years | Led corporate law and M&A support for innovation; multi-role legal leadership |
| Smiths Group plc | Legal leadership positions | Not disclosed | Legal leadership in diversified industrials |
| Foley & Lardner LLP | Private practice attorney | Not disclosed | Corporate legal practice foundation |
External Roles
No public company directorships or external board roles disclosed for Rocklin in the proxy .
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary Rate | — | $442,900 | $455,000 (2.7% increase) |
| Salary (actual) | $380,500 | $451,748 | $447,694 |
| Stock Awards (grant-date fair value) | $360,000 | $440,000 | $520,000 |
| Option Awards (grant-date fair value) | $540,000 | $660,000 | $780,000 |
| Non-Equity Incentive Plan Compensation | $182,750 | $110,725 | $0 (no FY2025 ICP payout) |
| All Other Compensation | $966 | $2,230 | $20,073 |
| Total Compensation | $1,464,216 | $1,664,703 | $1,767,767 |
Performance Compensation
Annual Incentive Compensation Plan (ICP) – FY2025 Design and Outcomes
| Metric | Weighting | FY2025 Target | FY2025 Threshold | FY2025 Maximum | FY2024 Actual (for reference) | Payout |
|---|---|---|---|---|---|---|
| Revenue | 50% | $960M | $900M | $1,020M | $895M | 0% of target (threshold not met; no PPF discretion) |
| Adjusted EBITDA | 30% | $235M | $202M | $268M | $184M | 0% of target |
| Free Cash Flow | 20% | $74M | $42M | $107M | ($46M) | 0% of target |
- Rocklin’s ICP target and ranges: Threshold 25% of base, Target 50%, Maximum 100%; PPF could lift to 2.5x target but was not applied; actual FY2026 payout for FY2025 performance: $0 (0% of target) .
- FY2025 ICP covered period June 1, 2024 – May 31, 2025; move to formulaic design strengthened pay-for-performance linkage .
Long-Term Incentive (LTI) – FY2025 Grants to Rocklin
| Grant Date | RSUs (#) | Options (#) | Exercise Price | Term | Vesting | Grant-Date Fair Value (Total) |
|---|---|---|---|---|---|---|
| 8/15/2024 | 30,971 | 145,718 | $16.79 | 7 years | 3-year ratable for RSUs and options | $1,300,000 |
- FY2025 LTI mix: Other NEOs (incl. Rocklin) were targeted at 40% RSUs / 60% options; objectives include alignment and retention, with options only valuable if stock price exceeds grant price .
- Rocklin’s FY2025 LTI target value increased to align with peer median (from $1.10M to $1.30M) .
FY2026 PSUs Introduced (Program Design)
| PSU Performance Metric | Weighting |
|---|---|
| Revenue CAGR (FY2026–FY2028) | 40% |
| Adjusted EBITDA Margin Expansion | 30% |
| Cash Flow Conversion | 30% |
- Payout range: 50% at threshold to 200% at maximum; straight-line interpolation between points .
- rTSR modifier versus S&P 600 Healthcare Equipment & Services peer group: +20% if ≥75th percentile; −20% if <25th percentile; no change between 25th–75th percentiles; subject to overall 200% cap .
- PSUs settle and fully vest upon issuance after the three-year performance period; no shareholder rights until settlement .
Stock Vested and Option Exercises – FY2025
| Metric | Rocklin |
|---|---|
| RSUs vested (shares) | 13,895 |
| Value realized on vesting | $195,212 |
| Options exercised | None |
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 26, 2025)
| Ownership Measure | Shares |
|---|---|
| Shares owned | 44,170 |
| Right to acquire within 60 days (options/RSUs) | 222,228 |
| Total | 266,398 |
| % of shares outstanding | <1% |
Outstanding Equity Awards (as of May 31, 2025)
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | RSUs Not Vested | Market Value of Unvested RSUs |
|---|---|---|---|---|---|---|
| 10/12/2021 | 5,561 | 3,708 | $40.85 | 11/12/2026 | 588 | $3,446 |
| 4/25/2022 | 8,834 | 5,890 | $28.40 | 5/25/2027 | 1,127 | $6,604 |
| 10/6/2022 | 80,358 | 40,179 | $13.28 | 10/6/2029 | 9,036 | $52,951 |
| 10/26/2023 | 36,575 | 73,150 | $15.48 | 10/26/2030 | 18,949 | $111,041 |
| 8/15/2024 | — | 145,718 | $16.79 | 8/15/2031 | 30,971 | $181,490 |
| Totals | 131,328 | 268,645 | — | — | 60,671 | $355,532 |
- Vesting schedules: Options granted FY2019–FY2022 vest over five years; FY2023–FY2025 grants vest over three years; RSUs granted FY2021–FY2022 vest over five years; FY2023–FY2025 vest over three years .
- Ownership requirements: Corporate officers must hold stock equal to 2x annual base salary; counts include unvested RSUs (not options/uneared PSUs); officers not meeting requirements may not sell >25% of vested shares .
- Anti-hedging/pledging: Hedging prohibited; pledging/margin accounts prohibited without approval of CFO and Chair .
Deferred Compensation
| Measure | Value |
|---|---|
| Aggregate balance at prior fiscal year-end | $34,813 |
| Executive contributions (FY2025) | $82,655 |
| Aggregate earnings (FY2025) | $8,119 |
| Withdrawals/Distributions | $0 |
| Aggregate balance at fiscal year-end | $125,587 |
Employment Terms
- Severance letter agreement (non-CIC): If resigned for Good Reason or involuntarily terminated without Cause, Rocklin receives cash severance equal to 1x base salary (paid over 12 months), target bonus for year of termination (lump sum), and COBRA continuation coverage premiums during severance period; no excise tax gross-ups .
- Change-in-Control (double trigger within 12 months): Same severance elements plus full accelerated vesting of all outstanding equity awards .
- Estimated payments (as of May 31, 2025): $691,945 (termination without Cause/Good Reason); $1,047,478 (termination within 12 months after CIC) .
- Clawback/recoupment policy maintained; no single-trigger CIC equity vesting; no option repricing .
Investment Implications
- Pay-for-performance alignment strengthened: FY2025 ICP paid 0% across NEOs due to under-threshold results on revenue, adjusted EBITDA, and free cash flow; FY2026 LTI introduces PSUs with multi-year financial metrics and rTSR modifier vs S&P 600 Health Care Equipment & Services peers—tightening linkage to long-term value creation .
- Selling pressure signals: RSU vesting continues (13,895 shares vested in FY2025), but corporate officers not meeting ownership requirements are restricted from selling more than 25% of vested shares, moderating near-term supply; options across multiple strike prices remain unexercised, with substantial unexercisable tranches that will step-up vesting over FY2026–FY2028, creating future potential supply, subject to trading windows and policy constraints .
- Retention risk: Balanced LTI mix (options + RSUs), ownership requirements, and severance protections (double-trigger CIC with equity acceleration) support retention; however, FY2025 zero bonus and lower recent EBITDA could weigh on morale if performance remains muted; Board responded to 2024 say-on-pay with PSU adoption—positive governance signal .
- Governance/controls: Anti-hedging and pledging restrictions reduce misalignment risk; recoupment policy and prohibition on option repricing are shareholder-friendly; stock ownership requirements set at 2x salary for officers reinforce skin-in-the-game .
Note: Insider selling pressure assessment would be enhanced by Form 4 transaction data; options were not exercised in FY2025 and only RSU vesting is disclosed here .