James Borel
NEOGENAbout James C. Borel
Independent Director and Board Chair at Neogen since 2016; age 69 in the 2025 proxy and age 68 in the 2024 proxy. Retired DuPont Executive Vice President (responsible for agriculture and food ingredients businesses, and corporate sustainability and government affairs) with 40+ years in food and agriculture; NACD Board Leadership Fellow. Serves as Board Chair at Neogen and is independent under Nasdaq rules; independent directors meet in executive session at least quarterly.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont | Executive Vice President; member of Office of the Chief Executive; responsible for agriculture and food ingredients; corporate sustainability and government affairs | Retired in 2016 | Extensive international leadership; sustainability and government affairs oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eat Just, Inc. | Director | Not disclosed | Food/Ag innovation exposure |
| Advanced BioNutrition | Director | Not disclosed | Food/Ag exposure |
| Iowa State University Foundation | Board member | Not disclosed | Non-profit governance |
| Alpha Gamma Rho | Board member | Not disclosed | Fraternity governance |
| University of Delaware | Board of Trustees member | Not disclosed | Academic governance |
Board Governance
| Attribute | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Board Role | Board Chair | Board Chair | Board Chair |
| Committee Assignments | Audit Committee member | Audit Committee member; Governance Committee member | Audit Committee member; Governance Committee interim Chair |
| Attendance Rate | >90% of Board and committee meetings | >90% of Board and committee meetings | >75% of Board and committee meetings |
| Independence | Independent (all directors except CEO) | Independent (all directors except CEO) | Independent (all directors except CEO) |
| Committee Meetings (selected) | Audit met 11x | Audit met 9x; Governance met 4x | Audit met 8x |
- Executive sessions: Independent directors meet at least quarterly.
- Board classification and term: Class I director; term expiration 2027 (continuing in office).
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash | $97,500 | $105,000 | $127,500 |
- Structure: Annual cash retainer $55,000; Board Chair additional $55,000; committee member fees $7,500 (Governance/Comp/ST&I) and $10,000 (Audit); committee chair premiums $7,500 (Governance/Comp/ST&I) and $10,000 (Audit).
Performance Compensation
| Metric (USD unless noted) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Equity Grants (grant-date fair value) | $165,000 (options + RSUs, split equally) | $165,000 (options + RSUs, split equally) | $165,000 (options + RSUs, split equally) |
| Stock Awards (reported in director pay table) | $165,000 (aggregate equity) | $82,500 | $82,500 |
| Option Awards (reported in director pay table) | — (included in equity aggregate) | $82,500 | $82,500 |
| Outstanding RSUs (as of year-end) | 6,968 units (May 31, 2023) | 6,968 units (May 31, 2024) | 11,699 units (May 31, 2025) |
| Outstanding Options (as of year-end) | 58,501 (May 31, 2023) | 58,501 (May 31, 2024) | 78,870 (May 31, 2025) |
- Vesting and terms: RSUs vest ratably over three years; options vest ratably over three years, 7-year life; grant price equals closing price on grant date; no repricing or reload features.
- Award cap: Aggregate grant-date fair value of all awards to any non-employee director in a single fiscal year capped at $500,000 (plan limit).
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Eat Just, Inc. | Private | Director | None disclosed; no related-party transactions reported at Neogen |
| Advanced BioNutrition | Private | Director | None disclosed; no related-party transactions reported at Neogen |
| Iowa State University Foundation | Non-profit | Board member | None |
| Alpha Gamma Rho | Fraternity | Board member | None |
| University of Delaware | Academic | Board of Trustees | None |
- Compensation Committee interlocks: None; Neogen’s executive officers do not serve on boards of companies with executive officers serving on Neogen’s Compensation Committee.
Expertise & Qualifications
- Food and agriculture industry expertise; international leadership experience.
- Governance, sustainability, and finance competencies; NACD Board Leadership Fellow.
- Audit Committee financial expertise (board: all audit members designated as “financial experts”).
Equity Ownership
| Metric | As of Aug 28, 2023 | As of Aug 27, 2024 | As of Aug 26, 2025 |
|---|---|---|---|
| Shares Owned | 11,301 | 21,392 | 90,474 |
| Right to Acquire (within 60 days) | 47,824 | 55,016 | 55,536 |
| Total Beneficial (SEC Rule 13d-3) | 59,125 | 76,408 | 146,010 |
| % Outstanding | <1% | <1% | <1% |
- Ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; if not met, cannot sell >25% of vested shares.
- Anti-hedging/anti-pledging: Hedging prohibited; pledging requires approval from CFO and Board Chair.
- Pledging/loans/related parties: No related-party transactions reported for FY2023–FY2025.
Governance Assessment
- Board effectiveness: As independent Board Chair, Borel separates governance oversight from management; independent director executive sessions occur at least quarterly.
- Engagement and attendance: Met or exceeded attendance thresholds each year (>90% in FY2023–FY2024; >75% in FY2025).
- Committee roles: Audit and Governance member; interim Governance Chair in 2025—positions aligned with his governance and finance background.
- Compensation alignment: Mix emphasizes equity ($165k split between options and RSUs with 3-year vesting), plus cash retainers and committee fees; standard features (no repricing/reload) mitigate shareholder-unfriendly practices.
- Ownership alignment: Rising beneficial ownership and clear ownership policy (5x retainer) support alignment; anti-hedging/pledging policies reduce misalignment risk.
- Conflicts/RED FLAGS: No related-party transactions disclosed across FY2023–FY2025; Compensation Committee interlocks explicitly negated; no red flags on hedging/pledging practices (policy prohibits).