Carol Wrenn
PHIBRO ANIMAL HEALTHAbout Carol A. Wrenn
Independent director at Phibro Animal Health (PAHC) since July 2010; currently serves on the Audit and Compensation Committees. Background includes President of Alpharma’s Animal Health division (2001–2009) and senior roles at Honeywell/AlliedSignal (1984–2001); education includes BA (Union College), MBA (Lehigh University), and DBA (California Southern University). Age 63 as disclosed in the FY2024 proxy; Class II director with term expiring at the 2027 annual meeting. Independence affirmed under Nasdaq rules despite PAHC’s “controlled company” status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpharma Inc. (Animal Health) | EVP; President, Animal Health Division | Nov 2001 – Jun 2009 | Led animal health operations; industry leadership roles contemporaneous |
| Honeywell International/AlliedSignal | Various executive roles; Business Director (Refrigerants); Commercial/Managing Director (Europe) | 1984 – 2001 (EU leadership 1997–2000; Business Director 2000–2001) | Commercial leadership, international operations |
| Animal Health Institute | Chairman | Apr 2007 – Apr 2009 | Industry advocacy on FDA/USDA/EPA processes |
| International Federation of Animal Health | Board member | Jan 2002 – Jun 2009 | Industry body governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurora Borealis LLC (online retail) | Owner (sole owner disclosed) | Current | Operator of online retail businesses |
| Whitewater Advisors LLC | Founder/Owner (consulting) | 2017 – 2020 | Small business consulting |
| Sky River Helicopters, LLC | Founder/Owner | Jan 2010 – Sep 2015 | Aviation services (charters, commercial, training) |
| Heska Corporation (public) | Director | Jan 2013 – May 2019 | Public company board service (animal health) |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member). Audit Chair is E. Thomas Corcoran; Compensation Chair is Sam Gejdenson. All three Audit members (Corcoran, Gejdenson, Wrenn) are independent; all three Compensation members (Gejdenson, Bernal, Wrenn) deemed independent under Nasdaq rules.
- Attendance and engagement: In FY2025 the Board met six times; each director attended at least 75% of board and applicable committee meetings. Audit Committee held 4 regular meetings (FY2025) and Compensation Committee held 2 meetings (FY2025); each member attended at least 75% for periods served.
- Independence status: Board reaffirmed Wrenn as an independent director under Nasdaq rules; PAHC is a “controlled company” due to majority voting control by BFI.
- Executive sessions and leadership: No Lead Independent Director; independent directors meet in regularly scheduled executive sessions.
- Risk oversight: Audit Committee oversees risk management; Compensation Committee evaluates risks in compensation programs.
| Committee (FY) | Members | Chair | Meetings | Wrenn Attendance |
|---|---|---|---|---|
| Audit (FY2024) | Corcoran, Gejdenson, Wrenn (all independent) | Corcoran | 4 | ≥75% (each member) |
| Audit (FY2025) | Corcoran, Gejdenson, Wrenn (all independent) | Corcoran | 4 | ≥75% (each member) |
| Compensation (FY2024) | Gejdenson, Bernal, Wrenn (all independent) | Gejdenson | 2 | ≥75% (each member) |
| Compensation (FY2025) | Gejdenson, Bernal, Wrenn (all independent) | Gejdenson | 2 | ≥75% (each member) |
| Board (FY2025) | Full board | Chair/CEO: Jack C. Bendheim | 6 | ≥75% (each director) |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Annual cash fees (Wrenn) | $60,000 | $60,000 | $60,000 |
| Structure (policy) | $40,000 director retainer; +$10,000 per committee (Audit/Comp) | $40,000 director retainer; +$10,000 per committee (Audit/Comp) | $40,000 director retainer; +$10,000 per committee (Audit/Comp) during FY2025 |
| Policy change (effective 8/26/2025) | — | — | Director retainer increased to $60,000; committee fees unchanged ($10,000 each) |
Notes:
- Director compensation is paid quarterly; no additional compensation beyond the cash structure above for non-employee directors.
Performance Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Equity awards (RSUs/DSUs) | None disclosed for directors (cash-only table) | None disclosed for directors (cash-only table) | None disclosed for directors (cash-only table) |
| Option awards | Company disclosed it does not currently grant option-like awards (Item 402(x)(1)); no director options reported | Company disclosed it does not currently grant option-like awards (Item 402(x)(1)); no director options reported | Company disclosed it does not currently grant option-like awards; no director options reported |
| Performance cash/metrics | None disclosed for directors | None disclosed for directors | None disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Heska Corporation (public) | Director | Jan 2013 – May 2019 | No compensation committee interlocks disclosed at PAHC involving Wrenn; committee interlocks section reports none requiring disclosure. |
- Compensation Committee interlocks and insider participation: No relationships requiring disclosure; no cross-board executive/director interlocks involving PAHC executives.
Expertise & Qualifications
- Industry leadership in animal health (Alpharma division head; prior chair of Animal Health Institute; board member, International Federation of Animal Health).
- Global operations/commercial leadership (Honeywell/AlliedSignal EU leadership and business director roles).
- Education: BA (Union College), MBA (Lehigh University), DBA (California Southern University).
Equity Ownership
| Metric | Sep 8, 2023 | Sep 9, 2024 | Sep 8, 2025 |
|---|---|---|---|
| Class A shares beneficially owned | 1,000 | 1,000 | 1,000 |
| Class B shares beneficially owned | — | — | — |
| % of Class A | * (<1%) | * (<1%) | * (<1%) |
| % of total equity interest | * (<1%) | * (<1%) | * (<1%) |
| % of total voting power | * (<1%) | * (<1%) | * (<1%) |
Footnote: “*” indicates less than 1% as defined in the ownership tables.
Additional ownership context:
- No options or additional derivative security holdings are listed for Wrenn in the beneficial ownership tables (options within 60 days would be included if applicable).
- No pledging or hedging arrangements are disclosed for Wrenn in the cited ownership excerpts.
Governance Assessment
Strengths and positive signals
- Independence and committee roles: Wrenn is an independent director; serves on both key oversight committees (Audit and Compensation), which are composed entirely of independent directors.
- Engagement: Met attendance threshold (≥75%) at board and committee level; board held six meetings in FY2025.
- Related-party oversight: Audit Committee (of which Wrenn is a member) reviews/approves related-party transactions; company maintains annual conflict questionnaires and codes of conduct.
- Clawback policy: Board adopted a clawback policy in Nov 2023 administered by the Compensation Committee.
Watch items and potential risks
- Controlled company and concentrated voting power: BFI controls 90.9% of voting power; company is a “controlled company” under Nasdaq standards; no Lead Independent Director.
- Family-related employment/transactions: Relatives of the CEO received $2.2 million in aggregate compensation/benefits in FY2025 (e.g., Daniel and Jonathan Bendheim; Human Pharma Liaison); underscores importance of robust independent oversight on Audit/Compensation.
- Ownership alignment: Wrenn beneficially owns 1,000 Class A shares (<1%); no director equity grants disclosed, implying compensation is cash-only and alignment relies on personal share ownership.
- Compensation structure shift: Effective Aug 26, 2025, cash retainer increased to $60,000 while committee fees unchanged; total cash for Wrenn likely to rise in future periods given two committee assignments (policy change timing post-FY2025).
Related committee context
- Compensation Committee interlocks: None requiring disclosure; mitigates risk of reciprocal pay-setting arrangements.
- Insider trading and ethics: Company maintains a Code of Business Conduct/Ethics and insider-trading policy.
Overall implication
- Wrenn brings deep animal health and global operating expertise and participates on both oversight-intensive committees with independence affirmed. However, the controlled-company structure, absence of a lead independent director, and minimal disclosed personal equity ownership may be viewed as governance sensitivities; continued emphasis on independent committee oversight and transparent related-party review remains critical.