Jonathan Bendheim
PHIBRO ANIMAL HEALTHAbout Jonathan Bendheim
Jonathan Bendheim (age 49) is a Class I director at Phibro Animal Health Corporation (PAHC) with a term expiring at the 2026 annual meeting. He was appointed Senior Vice President, Global Technology and Talent in September 2024, after serving as President of the MACIE region and general manager of PAHC’s plants in Israel and Ireland; he continues to oversee MACIE commercial responsibilities until a successor is appointed and retains operational responsibility for MACIE manufacturing/R&D and Phibro’s global aquaculture business. He holds a B.A. in political science from Yeshiva University and an MBA from Columbia Business School; he is the son of Chairman/CEO Jack C. Bendheim.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phibro Animal Health | Senior VP, Global Technology & Talent | Sep 2024–present | Oversees global technology/talent; retains MACIE manufacturing/R&D and aquaculture leadership |
| Phibro Animal Health | President, MACIE Region; GM Israel & Ireland | 2011–Sep 2024 | Led regional sales; ran Israel/Ireland operations |
| Phibro Animal Health | Managing Director, Israel | 2009–2011 | Operational leadership in Israel |
| Phibro Animal Health | Led Abic Biological Laboratories acquisition (from Teva) | 2008 | M&A execution |
| Phibro Animal Health | VP, Sales & Business Development (Israel) | 2005–2008 | Commercial leadership |
| Phibro Animal Health | Manager, Logistics & Supply Chain | 2001–2005 | Supply chain management |
| Phibro Animal Health | Established global aquaculture business | 2014 | New segment creation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company boards or external directorships disclosed in proxy biographies |
Board Governance
- Board/Committee structure: PAHC has Audit and Compensation Committees; Audit: E. Thomas Corcoran (Chair), Sam Gejdenson, Carol Wrenn; Compensation: Sam Gejdenson (Chair), Alejandro Bernal, Carol Wrenn. Jonathan Bendheim is not listed as a member of either committee.
- Independence: PAHC is a “controlled company” (BFI controls majority voting power). Independent directors are Bernal, Corcoran, Gejdenson, Lee, Malanoski, Wrenn. Jonathan Bendheim is not identified as independent (he is an executive and family member).
- Attendance: In FY2025, the Board held six meetings; each director attended at least 75% of Board and relevant committee meetings.
- Leadership: CEO/Chair roles combined under Jack C. Bendheim; no Lead Independent Director; independent directors meet in executive sessions.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | Company discloses that Jack, Daniel, and Jonathan Bendheim received no additional compensation for Board service; non-employee directors received $40,000 in FY2025 (increased to $60,000 effective Aug 26, 2025) plus $10,000 per committee membership, but Jonathan is an employee director and did not receive director fees. |
Performance Compensation
| Metric | Weighting | Payout Range (% of Target) | Notes |
|---|---|---|---|
| Net Sales | 15% | 50–150% | Company-wide MIP metric for NEOs; targets set annually by Compensation Committee. Not disclosed specifically for Jonathan. |
| Adjusted EBITDA | 75% | 50–150% | Primary operating performance metric for annual cash incentives. |
| Free Cash Flow (working capital focus) | 10% | 50–150% | Defined for MIP purposes (different from press release “free cash flow”). |
Company notes strong pay-for-performance emphasis and triennial say-on-pay cadence; 2022 say-on-pay passed with ~99% approval.
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks for Jonathan Bendheim.
- Related-party context: BFI (family investment vehicle) has demand/piggyback registration rights; Jack C. Bendheim controls BFI voting; relatives (including Jonathan) received $2.2 million aggregate compensation/benefits in FY2025 for employment/consulting.
Expertise & Qualifications
- Industry/functional: Operations, supply chain, commercial leadership across EMEA and Israel/Ireland; aquaculture segment buildout; M&A (Abic acquisition).
- Education: BA (Yeshiva University); MBA (Columbia Business School).
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % Voting Power | Date/Source |
|---|---|---|---|---|---|
| Jonathan Bendheim (proxy) | — | — | — | — | Sep 8, 2025; Security Ownership Table |
| Jonathan Bendheim (proxy) | — | — | — | — | Sep 9, 2024; Security Ownership Table |
| Jonathan Bendheim (Form 4) | 3,268 | — | ~0.016% (3,268 / 20,367,574) | ~0.016% voting if solely Class A | Award on Aug 15, 2025; filing Aug 19, 2025; post-transaction ownership 3,268 shares |
Insider Trading Policy prohibits Senior Personnel (including directors) from transactions in derivative securities of the Company (other than securities received under Company plans).
Insider Trades (last disclosed)
| Transaction Date | Filing Date | Type | Shares | Price | Ownership After | Link |
|---|---|---|---|---|---|---|
| Aug 15, 2025 | Aug 19, 2025 | Award (A) | 3,268 | $0.00 | 3,268 |
Governance Assessment
- Independence and conflicts: Not independent; executive role and family relationship to CEO/Chair present inherent conflicts in a controlled company structure. Audit Committee oversees related-party transactions, but governance risk persists given family employment and BFI control.
- Committee participation: No Audit/Compensation Committee membership—limits direct role in key oversight; mitigates conflict risk but reduces committee-level accountability.
- Attendance/engagement: At least 75% attendance—meets minimum standard; no individual attendance detail beyond threshold.
- Alignment and ownership: As of proxies, no reported ownership; Form 4 shows 3,268 shares awarded in Aug 2025—minimal economic stake relative to outstanding shares, indicating modest “skin-in-the-game.”
- Director pay: Employee director receiving no board fees avoids double-compensation; non-employee director cash retainer increased to $60,000 effective Aug 26, 2025, but not applicable to Jonathan.
- RED FLAGS:
- Controlled company with combined CEO/Chair, no Lead Independent Director—elevated governance risk.
- Family-related employment/compensation ($2.2M aggregate) and BFI registration/voting control—related-party exposure.
- Low disclosed personal share ownership prior to Aug 2025; small recent equity grant—limited alignment.
Say-on-pay signal: 2022 advisory vote ~99% approval suggests broad shareholder support for the executive pay framework, but does not address controlled-company governance concerns.