Daniel Bendheim

About Daniel Bendheim

Daniel M. Bendheim (age 53) is Executive Vice President, Corporate Strategy, and a Class I director at Phibro Animal Health (PAHC). He joined Phibro in 1997, was elected to the Board in November 2013, and moved into his current role in March 2014; he holds a B.A. (Yeshiva University, 1993) and J.D. (Harvard Law School, 1996) . In FY2025, PAHC delivered net sales of $1,296.2M (+27% YoY) and Adjusted EBITDA of $183.7M (+65% YoY); TSR (indexed to 2021) measured 111 vs 99 for the peer group, underscoring positive operating and shareholder outcomes during the latest year . Management credited the Zoetis MFA asset acquisition and Animal Health growth as key drivers; Bendheim received a discretionary bonus tied to the MFA transaction, highlighting his strategic role .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY2025 salary increase of ~20.3% reflects recognition for “Phibro Forward” initiatives and Zoetis MFA transaction work .
• Perquisites include an automobile allowance (Senior Personnel benefits) .

Performance Compensation

• FY2025 discretionary cash bonus recognized contributions to the Zoetis MFA acquisition; all NEOs received discretionary awards tied to this transaction .
• No new FY2025 equity grants; equity used sparingly historically to manage dilution; heavy emphasis on cash pay-for-performance .

Equity Ownership & Alignment

Implication: Historically limited direct ownership (pre-Aug 2025) reduces alignment vs equity-heavy models, but new RSUs introduce a three-year vesting supply that can create periodic selling pressure at vesting dates absent holding requirements .

Employment Terms

Multi‑Year Compensation (Summary)

Performance & Track Record

Board Governance (Director Service, Committees, Independence)

• Role and Tenure: Class I Director; term expires at the 2026 annual meeting .
• Committee Assignments: Not listed on Audit or Compensation Committees (Audit: Corcoran—Chair, Gejdenson, Wrenn; Compensation: Gejdenson—Chair, Bernal, Wrenn) .
• Independence: The Board identified six independent directors; Daniel is not named among the independent directors .
• Controlled Company Status: BFI controls a majority of combined voting power; PAHC uses Nasdaq “controlled company” exemptions (no nominating/governance committee; compensation committee not required to be fully independent) .
• Board Leadership: CEO/Chair roles combined (Jack C. Bendheim); no lead independent director; independent directors meet in executive session .
• Attendance: Board held six meetings in FY2025; each director attended at least 75% of applicable meetings .
• Director Compensation: Employee-directors (Jack C., Daniel, Jonathan) receive no additional board fees .

Director Compensation (for Daniel Bendheim as Director)

Related Party Transactions and Interlocks

• Family Employment/Consulting: Relatives of Jack C. Bendheim (including Daniel M. Bendheim) received aggregate compensation and benefits of $2.2M in FY2025, as disclosed under related party transactions .
• BFI Registration Rights: BFI holds registration rights (demand and piggyback) over Class A stock, reflecting continuing influence from controlling holder .

Compensation Structure Analysis

• Mix Shift/Pay-for-Performance: Daniel’s FY2025 compensation leaned toward performance cash (MIP 137.3% + discretionary bonus) with no FY2025 equity grants; in FY2026, modest RSUs (3,964) added with three-year vesting, aligning interests while moderating dilution .
• Metric Rigor: Primary reliance on Adjusted EBITDA (75% weight) focuses on operating leverage; Sales and working-capital FCF round out near-term execution .
• Clawback and Trading Controls: SEC/Nasdaq-aligned clawback and a derivatives prohibition support governance and risk controls .
• Severance Economics: No individually negotiated severance for Daniel; limited retirement-only value in potential payouts suggests lower parachute risk but potential retention sensitivity .

Equity Ownership & Alignment Details

Employment Terms (Severance & CIC) – Snapshot

Investment Implications

• Alignment and Incentive Quality: Daniel’s cash-heavy performance pay (Adj. EBITDA-centric) aligns to near-term operating results; new three-year RSUs add medium-term equity linkage but are relatively modest in size (3,964 shares), suggesting manageable dilution and some future vesting-related supply .
• Retention and Mobility Risk: Absence of an individual severance agreement for Daniel and historically minimal equity holdings can elevate external mobility risk; FY2025’s sizable merit raise (20.3%) and new RSUs indicate targeted retention responses .
• Governance and Control: Family control via BFI (90.9% voting power), combined CEO/Chair, and controlled company exemptions reduce traditional independence safeguards; Daniel’s dual role (executive + director) is not uncommon in controlled structures but merits monitoring of related-party dynamics ($2.2M aggregate family compensation) and board committee independence .
• Trading Signals: The three annual RSU vesting dates (Aug 1, 2026/2027/2028) can create episodic selling pressure by insiders if sales occur at vest; company policy restrains derivatives but not explicitly pledging/hedging in the proxy text—monitor Form 4s around vest dates and blackout windows for signals .
• Pay and Shareholder Outcomes: Strong FY2025 operating performance (Sales +27%, Adj. EBITDA +65%) led to above-target payouts, consistent with pay-for-performance design; TSR improvement vs peers supports the FY2025 incentive outcomes, but sustainability hinges on post-MFA integration and continued margin delivery .