E. Thomas Corcoran
PHIBRO ANIMAL HEALTHAbout E. Thomas Corcoran
Independent director at Phibro Animal Health since May 2008; age 78. Former President of Fort Dodge Animal Health (Wyeth division) with broad executive oversight; currently Audit Committee Chair and designated audit committee financial expert. Tenure on PAHC’s board is ~17 years, with deep sector leadership and multiple industry awards. Education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fort Dodge Animal Health (Wyeth) | President | 1985–Mar 2008 | Served on Wyeth’s Management, Operations, Legal, and HR & Benefits committees |
| AHI, Inc. | Director | 2008–2010 | Veterinary distribution oversight |
| Putney, Inc. | Director | 2010–2016 | Pet pharma governance |
| Animal Health Institute | Chairman | Not disclosed | Industry advocacy; regulatory engagement at FDA/USDA/EPA |
| University of South Alabama | Trustee; Chair, Finance & Budget Committee | Since 2009 | Financial oversight leadership |
External Roles
| Organization | Role | Public Company? | Committee Roles |
|---|---|---|---|
| University of South Alabama | Trustee; Chair, Finance & Budget | No | Finance & Budget Chair |
Awards and recognition: Animal Pharm Lifetime Achievement; Banfield Industry Leadership; AVDA Lifetime Achievement; Kansas City Animal Health Corridor Industry Leadership; University of South Alabama Distinguished Alumni .
Board Governance
- Independence: Determined independent under Nasdaq rules .
- Committee assignments: Audit Committee Chair; members include Corcoran, Gejdenson, Wrenn; Corcoran is the audit committee financial expert .
- Board leadership: Combined CEO/Chair; no lead independent director; independent directors hold regular executive sessions .
- Meetings and attendance: Board held six meetings in FY2025; each director attended at least 75% of board and applicable committee meetings; Audit Committee held four meetings with ≥75% attendance by each member; Compensation Committee held two meetings with ≥75% attendance .
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Non-employee director base cash compensation |
| Committee membership fee | 10,000 | Per committee membership (Audit/Comp) |
| Total FY2025 director cash | 50,000 | Reported for Corcoran |
| Policy change (effective Aug 26, 2025) | 60,000 | New annual cash retainer approved; committee fees unchanged |
Other: Directors reimbursed for travel/related expenses; covered by indemnification agreements and D&O insurance .
Performance Compensation
| Instrument | Grants | Vesting | Performance Metrics |
|---|---|---|---|
| Equity awards (RSUs/Options) | None for directors in FY2025 | — | — |
No meeting fees disclosed; director compensation at PAHC is cash-based with no equity grants to non-employee directors in FY2025 .
Other Directorships & Interlocks
| Company | Type | Role | Period | Potential Interlock/Conflict |
|---|---|---|---|---|
| AHI, Inc. | Private | Director | 2008–2010 | None disclosed with PAHC customers/suppliers |
| Putney, Inc. | Private | Director | 2010–2016 | None disclosed |
Compensation Committee interlocks: None reported for PAHC’s committee members .
Expertise & Qualifications
- Sector expertise: Long-standing animal health executive; prior division presidency at Fort Dodge; industry advocacy leadership .
- Financial oversight: Audit Chair; designated audit committee financial expert (Reg S-K Item 407) .
- Governance: University trustee and finance chair; extensive committee experience .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Voting Power Impact |
|---|---|---|---|
| Class A common | 31,242 | <1% | One vote per share |
| Class B common | 0 | — | — |
Ownership aligns director with shareholder interests but is not a controlling position .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; active risk oversight and related-party transaction review within Audit Committee charter; consistent attendance; cash-only director pay avoids equity overhang .
- Concerns: Controlled company status under Nasdaq with combined CEO/Chair and no lead independent director; board exemptions may reduce formal independence requirements, though majority of board is independent; family-related transactions overseen by Audit Committee but concentration of voting control (BFI) persists .
- Alignment and conduct: Insider Trading Policy requires pre-clearance and prohibits derivatives for senior personnel (including directors), supporting alignment and risk control . No related-party transactions disclosed involving Corcoran .
RED FLAGS
- Controlled company with 90.9% total voting power held by BFI; CEO also Chair; absence of lead independent director may limit independent oversight leverage .
Positive Signals
- 2022 say-on-pay approval ~99% indicates broad investor support for compensation governance (company-level) .
- Audit Committee independence and Corcoran’s financial expert status bolster financial reporting and risk oversight .