Joyce Lee

About Joyce J. Lee

Joyce J. Lee, age 53, is an independent Class II director of Phibro Animal Health Corporation (PAHC) since January 21, 2025; her term as a Class II director runs to the 2027 annual meeting. She most recently served as President of Cobb Vantress, LLC and previously held executive roles at Elanco, Bayer Animal Health, and Zoetis. She holds a Bachelor's in Business Administration from Baylor University and an MBA in Healthcare Administration from Jacksonville University .

Past Roles

External Roles

Board Governance

• Class II director, term expires at the 2027 annual meeting; PAHC board has nine members across three staggered classes .
• Independence: PAHC is a Nasdaq “controlled company” but the board determined Ms. Lee is independent under Nasdaq rules .
• Committee assignments at PAHC (FY2025): Audit Committee members are E. Thomas Corcoran (Chair), Sam Gejdenson, and Carol A. Wrenn; Compensation Committee members are Sam Gejdenson (Chair), Alejandro Bernal, and Carol A. Wrenn. Ms. Lee is not listed as a member of either committee in FY2025 .
• Attendance: In FY2025 the Board held six meetings; each director attended at least 75% of board and applicable committee meetings during their service period .

Fixed Compensation

Notes:

• Non-employee directors are paid quarterly; reimbursed for travel and related expenses; indemnified per agreements and bylaws .
• Increase to $60,000 annual cash retainer was approved August 26, 2025 (no change to committee fees) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Operational breadth spanning general management, strategy, sales, marketing, R&D, engineering, manufacturing, IT; recognized with Feather in Her Cap Award (2018) .
• Prior public company committee experience: Audit (>5 years) and Corporate Governance/Nominating (>2 years) .
• Educational credentials: Baylor University (BBA), Jacksonville University (MBA in Healthcare Administration) .

Equity Ownership

Governance Assessment

• Independence and role: Ms. Lee is an independent director with deep animal health operating experience and prior audit/governance committee service, which supports board effectiveness in operational oversight and governance best practices .
• Committee influence: She did not serve on PAHC’s Audit or Compensation Committees in FY2025; this limits direct influence over financial reporting and executive pay but avoids committee-specific conflicts .
• Attendance and engagement: Board met six times in FY2025; all directors met at least the 75% attendance threshold, indicating baseline engagement during her first partial year on the board .
• Pay structure and alignment: PAHC compensates non-employee directors in cash only; Ms. Lee received $20,000 in FY2025 and had no disclosed equity grants. The company increased the standard cash retainer to $60,000 effective August 26, 2025, but did not introduce equity; lack of equity may reduce long-term alignment with shareholders relative to typical market practice .
• Ownership alignment: Beneficial ownership disclosures show Ms. Lee held no PAHC shares as of September 8, 2025, and her Form 3 reflected zero holdings at appointment; absence of ownership can be perceived as limited skin-in-the-game unless directors acquire shares subsequently .
• Controlled company context: PAHC is a controlled company (BFI has 90.9% total voting power), which exempts it from certain Nasdaq independence requirements; the board still designated Ms. Lee as independent. Controlled status can constrain minority shareholder influence—an important context for governance risk assessment .
• Say-on-Pay signal: The prior 2022 say-on-pay received ~99% support, signaling broad shareholder approval of compensation practices; while not director-specific, it reflects investor sentiment toward PAHC’s governance .

RED FLAGS

• Controlled company with concentrated voting power (BFI 90.9% total voting power), potentially limiting minority shareholder leverage on governance outcomes .
• No disclosed director equity grants and zero reported holdings for Ms. Lee as of 9/8/2025, indicating lower direct ownership alignment unless shares are acquired subsequently .

Positive Signals

• Independent status affirmed; prior audit and governance committee experience at another public company enhances oversight credentials .
• No compensation committee interlocks or related-party relationships disclosed for the compensation committee; audit committee oversees related-party transactions under charter .

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Committee Assignments (Joyce J. Lee at PAHC)

Attendance & Engagement

Director Compensation (Joyce J. Lee)

Policy context:

• Non-employee director annual cash compensation: $40,000; committee membership supplemental cash: $10,000 per committee; paid quarterly .
• Increase approved August 26, 2025: annual cash retainer to $60,000; no changes to committee fees .

Equity Ownership

Related Party & Conflicts

• Audit Committee charter includes responsibility to review and approve related party transactions; annual questionnaires used to identify conflicts. No specific related-party transactions involving Ms. Lee are disclosed .

Say-on-Pay & Shareholder Feedback

• 2022 say-on-pay approval ~99%; committee maintained program design based on feedback; next say-on-pay expected at 2028 annual meeting if triennial frequency persists .

Compensation Committee Analysis (Context)

• FY2025 Compensation Committee: Gejdenson (Chair), Bernal, Wrenn; no interlocks disclosed under SEC rules; uses market survey data (e.g., WTW, Mercer) to inform NEO compensation competitiveness .

Governance Assessment Summary

• Ms. Lee adds material sector-specific operating depth and prior public-company committee experience, supporting board effectiveness in strategy and governance. However, she did not serve on PAHC’s key committees in FY2025 and held no PAHC shares as of the ownership record date, resulting in lower direct alignment and reduced leverage over audit/compensation levers. In the controlled-company context with highly concentrated voting power, investors should monitor future committee assignments, ownership accumulation, and her engagement level as indicators of governance influence and alignment .