Judith Weinstein
PHIBRO ANIMAL HEALTHAbout Judith Weinstein
Judith A. Weinstein, age 56 as of September 15, 2025, is Senior Vice President, General Counsel and Corporate Secretary of Phibro Animal Health (PAHC). She joined Phibro in 2008, was promoted to Vice President, Legal in 2017, and to her current role effective July 1, 2023; she holds a B.S. from the University of Wisconsin–Madison and a J.D. from Chicago-Kent College of Law . Company performance under her executive tenure in FY2025: net sales $1,296.2 million (+27% YoY), net income $48.3 million (up $45.8 million), adjusted EBITDA $183.7 million (+65% YoY), and cumulative TSR value of a $100 investment at $111 vs $99 for the peer group, with FY2025 MIP most important measures being Adjusted EBITDA, Free Cash Flow, and Net Sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phibro Animal Health | Associate General Counsel; Vice President, Legal; SVP, General Counsel & Corporate Secretary | 2008; 2017; effective July 1, 2023 | Progressively expanded legal leadership; corporate governance and transactions support |
| Novartis AG (Gerber Products Company) | Associate General Counsel; member of Gerber Executive Management Team | Not disclosed | Global legal oversight for consumer health business |
| Pfizer Inc. | Senior Corporate Counsel (Celebrex®) | Not disclosed | Product-focused legal responsibility |
| Elizabeth Arden, Inc. | Assistant General Counsel | Not disclosed | Corporate legal counsel for cosmetics business |
| Burditt & Radzius, Chartered | Associate (food and drug law) | Not disclosed | Specialized regulatory legal practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external governance roles disclosed in proxy |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base Salary ($) | $500,000 |
| Merit Increase (%) | 17.6% effective Aug 1, 2024 |
| Target Bonus (% of Salary) | 50% |
| Target Bonus ($) | $250,000 |
| Actual MIP (Non-Equity Incentive) ($) | $343,350 (137.3% of target) |
| Discretionary Bonus ($) | $150,000 |
| Change in Pension Value ($) | $2,876 |
| All Other Compensation ($) | $47,701 |
| Total Compensation ($) | $1,043,927 |
All Other Compensation detail (FY2025):
- Automobile allowance: $15,268; 401(k) match: $30,111; Split Dollar Agreement premium: $2,322; Total: $47,701 .
Performance Compensation
Annual Management Incentive Plan (MIP) – FY2025
| Metric | Weighting | Payout Range | Notes |
|---|---|---|---|
| Sales | 15% | 50–150% of target | Top-line performance focus |
| Adjusted EBITDA | 75% | 50–150% of target | Primary operating performance driver |
| Free Cash Flow (working capital days) | 10% | 50–150% of target | Cash efficiency via working capital |
Aggregate result for FY2025:
| Measure | Target | Actual | Payout |
|---|---|---|---|
| Annual Cash Incentive | $250,000 | Not disclosed (company-level metrics) | $343,350 (137.3% of target) |
Notes:
- In addition to earned MIP, each NEO received a discretionary cash award recognizing contributions to the Zoetis MFA acquisition and “Phibro Forward” initiatives; Weinstein received $150,000 .
Equity Incentives
- No FY2025 equity grants; post-year (FY2026 actions): on August 15, 2025, Ms. Weinstein received 3,447 RSUs calculated as 18% of annual base salary divided by $26.11 closing price on August 1, 2025; vest in equal installments on the first three anniversaries of August 1, 2025, subject to service .
- Change-in-control treatment for August 2025 RSUs: if assumed/continued, ordinary vesting continues; double-trigger vesting if terminated without cause or for Good Reason within 12 months post-change; if not assumed/continued, RSUs vest in full immediately prior to change in control, subject to release and covenants .
Equity Ownership & Alignment
| Ownership Item | As of Sept 8, 2025 |
|---|---|
| Class A shares beneficially owned | — (none reported) |
| Class B shares beneficially owned | — (none reported) |
| % of Class A / Class B | — / — |
| Options outstanding | Company does not currently grant options; none disclosed for Weinstein |
| RSUs outstanding at FY2025 year-end | None (pre-Aug 2025 grant) |
| Post-year RSUs granted | 3,447 RSUs (Aug 15, 2025) |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed |
Insider Trading and Clawback:
- Senior Personnel require pre-clearance for transactions; prohibition on transactions in derivative securities of the Company (other than comp awards) .
- Clawback Policy compliant with Exchange Act Section 10D and Nasdaq standards allows recovery of incentive-based compensation for three fiscal years preceding a restatement .
Employment Terms
| Provision | Term |
|---|---|
| Employment agreement | None; Ms. Weinstein is party to a severance protection agreement (Oct 2022) |
| Severance (no cause / Good Reason) | Lump-sum equal to: 9 months current base salary; any earned but unpaid prior-year bonus; pro rata current-year bonus (YTD results) through most recent month; 9 months’ car allowance; Company-paid COBRA premiums for 9 months; subject to release |
| Good Reason definition | Material reduction in compensation/benefits; material adverse change in duties/responsibilities/authority; relocation >50 miles from Teaneck, NJ without consent; notice/cure provisions apply |
| Non-compete / Non-solicit | Apply during employment and the one-year period thereafter; customary IP provisions |
| Equity treatment upon termination (general) | For NEO awards outstanding at FY2025: time-vesting RSUs fully vest on no-cause/Good Reason termination; performance RSUs vest based on 90-day average stock price elected by NEO within specified post-termination window; double-trigger vesting upon qualifying CIC |
| Change in control (August 2025 RSUs) | See above: assumed/continued → ordinary vesting; double-trigger vest; not assumed → immediate vest prior to close |
Potential payments (assuming event on June 30, 2025):
| Scenario | Cash Severance ($) | Healthcare ($) | Pension/Benefits ($) | Total ($) |
|---|---|---|---|---|
| Good Reason / Without Cause | 729,600 | 22,926 | — | 752,526 |
| Death | — | — | — | — |
| Disability | — | — | — | — |
| Retirement | — | — | 189,370 | 189,370 |
| Change in Control (qualifying termination) | 729,600 | 22,926 | — | 752,526 |
Compensation Structure Analysis
- Shift to cash-centric incentives in FY2025 with no annual equity grants; equity awards then added post-year via 3-year RSUs to align and retain, in lieu of merit increases over the next 3 years .
- FY2025 pay-for-performance: MIP payout at 137.3% driven by strong net sales and Adjusted EBITDA expansion; discretionary bonuses tied to Zoetis MFA acquisition and “Phibro Forward” execution .
- No option awards and no repricing practices; company currently does not grant new option-like instruments .
- Clawback policy and insider trading controls are in place; no tax gross-ups disclosed for Ms. Weinstein .
Say-on-Pay & Governance Signals
- 2022 say-on-pay approval ~99%; committee retained program design, emphasizing pay-for-performance .
- Compensation Committee: Sam Gejdenson (Chair), Alejandro Bernal, Carol A. Wrenn .
Investment Implications
- Alignment: As of Sept 2025, Ms. Weinstein reported no share ownership; post-year RSU grant introduces multi-year alignment but near-term “skin-in-the-game” is limited—monitor compliance with any internal ownership guidelines if later disclosed .
- Near-term selling pressure: The 3-year RSU vesting cadence (three annual tranches) may create periodic liquidity events; however, insider policy requires pre-clearance and prohibits derivatives, moderating aggressive hedging behavior .
- Retention risk: Severance economics are modest (9 months salary plus pro rata bonus and car allowance); double-trigger CIC vesting on RSUs provides protection in strategic change scenarios but not excessive; non-compete/nonsolicit for one year post-employment add retention friction .
- Performance linkage: Heavy weighting to Adjusted EBITDA (75%) in MIP aligns with value creation via operational earnings; FY2025 outperformance supports discipline, and discretionary awards were transaction-linked rather than purely subjective .
- Governance quality: Strong prior say-on-pay support and formal clawback reduce downside governance risk; lack of disclosed pledging or hedging is favorable, but continued scrutiny of ownership levels is warranted .