Mikhael Nassif
NEOGENAbout Mikhael Nassif
Mikhael (“Mike”) Nassif is President & CEO of Neogen, appointed effective August 11, 2025; he also joined the Board in 2025 and is age 49 . He previously led Siemens Healthineers’ Global Point‑of‑Care Diagnostics and holds a B.S. in Civil Engineering from the U.S. Military Academy (West Point) and an MBA in Finance from Wharton; he also served as a Captain in the U.S. Army Corps of Engineers . Early operating context under his tenure: Q1 FY2026 revenue was $209.2M (−3.6% YoY) with Adjusted EBITDA of $35.5M; he initiated restructuring to right‑size costs and reaffirmed the full‑year outlook . Neogen’s TSR has trailed the S&P MidCap 400 Health Care Index in recent years, a backdrop for the company’s shift to more performance‑conditioned equity in FY2026 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Siemens Healthineers | Global President, Point‑of‑Care Diagnostics | Sep 2022–Aug 2025 | Drove significant growth in PoC diagnostics business |
| Baxter International | Various leadership positions | Mar 2017–Sep 2022 | Senior leadership across business units during portfolio evolution |
| Anheuser‑Busch InBev | Leadership roles | Apr 2015–Mar 2017 | Commercial/operations leadership in consumer goods |
| Johnson & Johnson | Leadership roles | May 2009–Apr 2015 | Multiple roles in healthcare; global operating experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| U.S. Army Corps of Engineers | Captain | Prior to corporate career | Engineering leadership; foundational operational discipline |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $800,000 annually |
| Target annual bonus (ICP) | 100% of base salary; FY2026 eligible for full year (no proration); 0–250% payout range based on company/personal results |
| Sign‑on cash | $500,000 one‑time, paid by Sep 5, 2025; repayment if employment terminates within one year |
| Perquisites/allowances | Company‑provided furnished apartment for first 24 months; taxable expenses grossed up; standard benefits and 401(k) match |
Performance Compensation
Annual Incentive (ICP) – Structure
| Metric | Weighting | Notes |
|---|---|---|
| Revenue | 50% | Emphasizes top‑line growth |
| Adjusted EBITDA | 30% | Focus on profitability/core operations |
| Free Cash Flow | 20% | Cash generation for reinvestment/deleveraging |
| Personal Performance Factor | 0–150% modifier; total ICP capped at 250% of target |
Long‑Term Incentive (LTI) – FY2026 Design
| Element | Target/Structure | Vesting/Performance |
|---|---|---|
| Annual LTI target | $4,500,000 value at grant (mix set by Committee) | |
| PSUs (50% of FY2026 LTI) | Three‑year performance period (FY2026–FY2028) on: Revenue CAGR (40%), Adj. EBITDA margin expansion (30%), Cash Flow Conversion (30%) with rTSR ±20% modifier vs S&P 600 Health Care Equipment & Services; 50%–200% payout range | |
| Stock Options (50% of FY2026 LTI) | Options as balance of award | Three‑year ratable vesting (employee program) |
New‑Hire Equity
| Grant | Amount/Type | Vesting |
|---|---|---|
| Sign‑on equity | $2,000,000 total, 50% stock options / 50% RSUs | Four‑year ratable vesting; grant within 30 days of start (Aug 11, 2025) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 26, 2025) | 0 shares owned; no rights to acquire within 60 days disclosed for Nassif (newly appointed) |
| CEO stock ownership guideline | 5× annual base salary; unexercised options and unearned PSUs excluded; if below guideline, may not sell more than 25% of vested shares |
| Hedging/pledging | Hedging prohibited; pledging prohibited or requires approvals under Insider Trading Policy |
| Ongoing LTI vesting | FY2026 options vest ratably over 3 years; sign‑on equity vests over 4 years, creating periodic vest events |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment status | At‑will |
| Severance (no change‑in‑control) | If terminated without Cause or resigns for Good Reason: 2× Base Pay plus 1× Target Bonus; COBRA premiums up to 12 months (installments per payroll; bonus paid in first severance payment) |
| Change‑in‑Control (double‑trigger within 12 months) | Same cash severance (2× Base Pay + 1× Target Bonus) plus full acceleration of unvested equity; options exercisable for 3 months post‑separation; COBRA up to 12 months |
| Clawback/forfeiture (severance) | “Detrimental Activity” triggers cessation and repayment of severance benefits |
| Definitions | “Cause,” “Good Reason,” and “Change of Control” defined in offer letter |
| Non‑compete / non‑solicit / NDA | Required Non‑Disclosure, Non‑Competitive, Non‑Solicitation and IP Assignment Agreement upon hire |
| Relocation | Required relocation to Michigan after 24 months; customary relocation benefits with 100%/50% repayment if departing within 1/2 years post‑relocation; company‑provided furnished apartment for first 24 months (gross‑up for taxable expenses) |
Board Governance and Director Service
- Director since 2025 (Class II); proposed term through 2028 .
- Independence: Board determined all directors other than the CEO (Nassif) are independent; Nassif is not independent by virtue of being CEO .
- Committees: All committee members are independent non‑employees; no indication that Nassif serves on committees .
- Board structure: Independent Chair (James C. Borel); CEO does not attend independent director sessions except upon request; independent directors meet in executive session at least quarterly—mitigates dual‑role concentration risk .
- Director compensation program applies to non‑employee directors (cash retainers, committee fees, and equity); as a management director, the CEO would not receive non‑employee director pay .
Performance & Track Record (early tenure indicators)
| Period/Item | Quantitative context |
|---|---|
| Q1 FY2026 (ended Aug 31, 2025) | Revenue $209.2M (−3.6% YoY); Adjusted EBITDA $35.5M; Adjusted Net Income $9.4M; restructuring and headcount reduction actions taken; reaffirmed FY outlook |
| Portfolio actions | Completed divestiture of Cleaners & Disinfectants; repaid $100M of debt |
| Leadership actions | Emphasis on commercial excellence, innovation, leaner cost base to improve margins |
| Finance leadership transition | CFO/COO David Naemura announced transition (Sept 2025); transition bonus structure and continuity plan disclosed |
Compensation Structure Analysis
- Strong at‑risk orientation: 100% bonus target and sizable LTI mix; FY2026 LTI fully performance‑based (50% PSUs with rigorous 3‑year metrics and rTSR modifier; 50% options), aligning outcomes with multi‑year value creation and shareholder returns .
- Shareholder responsiveness: FY2024 say‑on‑pay failed; company increased ICP disclosure and introduced PSUs for FY2026 to add performance conditions and rTSR alignment .
- Sign‑on incentives: $2M equity (4‑year vest) plus $500k cash (1‑year clawback) balance attraction with retention hooks; temporary housing gross‑ups are a shareholder‑unfriendly perquisite signal but bounded and time‑limited .
- ICP rigor: Revenue/Adj. EBITDA/FCF with PPF cap at 250%—clear performance linkage; FY2025 formula produced 0% payouts, indicating the plan can deliver zero when thresholds aren’t met .
Risk Indicators & Red Flags
- FY2024 say‑on‑pay failure and investor outreach—programmatic changes underway; watch FY2026 PSU goal calibration and disclosure .
- Executive transition risk: CFO/COO transition overlapping new CEO ramp; mitigation via defined transition bonus and timeline .
- Hedging/pledging: Prohibited without approvals, reducing misalignment risk .
- Perquisite gross‑ups: Temporary housing tax gross‑ups present optics risk, though limited in scope/duration .
- TSR underperformance relative to index historically; PSU rTSR modifier adds accountability to external performance .
Equity Ownership & Director Compensation (reference)
- As of Aug 26, 2025, Nassif had not yet accumulated Neogen shares; ownership guideline of 5× salary will constrain near‑term net selling (cannot sell >25% of vested shares if below guideline) .
- Non‑employee director pay: $55k annual retainer (+$55k Chair), committee fees, and ~$165k in equity (options and RSUs) with 3‑year vesting; management directors do not receive this program .
Investment Implications
- Alignment improving: FY2026 LTI shifts half to PSUs on Revenue CAGR, EBITDA margin expansion, and FCF conversion with rTSR modifier—better pay‑for‑performance and capital discipline alignment under a new CEO .
- Retention/signals: Four‑year sign‑on equity and change‑in‑control double‑trigger protection reduce near‑term turnover risk; annual vest events could create technical supply, but guideline sale limits dampen selling pressure until ownership thresholds are met .
- Execution watch‑list: Early restructuring, portfolio pruning, and CFO transition set the stage; monitor FY2026 ICP outcomes on Revenue/Adj. EBITDA/FCF and PSU goal disclosure to gauge credibility of margin/FCF improvement claims .