Larry Miller
PHIBRO ANIMAL HEALTHAbout Larry Miller
Larry L. Miller is Chief Operating Officer of Phibro Animal Health, serving as COO since July 1, 2016 and having joined Phibro in May 2008 as President, Animal Health . He holds a B.S. in Animal Science from the University of Nebraska and an Executive MBA from CUNY . Age 59 as of September 15, 2023, he has deep operational and commercial leadership experience across global animal health markets . Phibro’s management incentive plan for FY2025 weighted Adjusted EBITDA 75%, Sales 15%, and Free Cash Flow 10%, with Miller’s FY2025 MIP payout at 137.3% of target plus a discretionary bonus, indicating strong alignment to profitability and cash generation metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intervet/Schering-Plough Animal Health | Vice President, Global Ruminant Business | 2004–2008 | Led the largest global ruminant business, driving portfolio execution in cattle, sheep, swine, poultry . |
| Schering-Plough Animal Health (Australia & New Zealand) | General Manager | 1998–2004 | Managed diversified animal health and nutrition portfolio across key species and markets . |
| Schering-Plough; American Cyanamid | Various sales and marketing management roles | 17 years (SP), prior at American Cyanamid | Built commercial foundations in animal health sales/marketing, supporting later global leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Nebraska Foundation | Trustee; Finance Committee member | Not disclosed | Governance and financial oversight for the foundation . |
| Nebraska Innovation Campus Development Corp. (UNL) | Director | Not disclosed | Supports university-linked innovation and development initiatives . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Base Salary ($) | 634,995 | 660,395 | 686,811 | 710,849 |
| Target Bonus (% of Base) | Not disclosed | 50% | 50% | 50% |
| MIP Earned ($) | 320,000 | Not disclosed | 286,744 | 488,150 |
| Discretionary Bonus ($) | — | Not disclosed | 56,656 | 100,000 |
| Automobile Allowance ($/month) | $650 | $650 | $1,250 (effective Jan 2024) | $1,250 |
| All Other Compensation ($) | 43,826 | Not disclosed | Not disclosed | 54,869 (Auto $22,693; 401k match $28,612; Split-dollar $3,564) |
Performance Compensation
Annual Cash Incentives – Plan Design and Outcomes
| Metric | Weighting | Target Definition | FY2024 Payout (% of Target) | FY2025 Payout (% of Target) |
|---|---|---|---|---|
| Sales | 15% | Top-line performance critical to investors | 83.5% (company-wide) | 137.3% |
| Adjusted EBITDA | 75% | Operating performance adjusted for restructuring, acquisition-related, SBC and unusual/non-operational items | 83.5% (company-wide) | 137.3% |
| Free Cash Flow (working capital focus) | 10% | Days of inventory and AR; streamlining working capital | 83.5% (company-wide) | 137.3% |
| Executive | FY2024 Target ($) | FY2024 Earned ($) | FY2024 Discretionary ($) | FY2025 Target ($) | FY2025 Earned ($) | FY2025 Discretionary ($) |
|---|---|---|---|---|---|---|
| Larry L. Miller | 343,406 | 286,744 | 56,656 | 355,425 | 488,150 | 100,000 |
Equity Awards – RSUs
| Grant Date | Type | Shares (#) | Vesting Terms | Restriction | Year-End Market Value ($) |
|---|---|---|---|---|---|
| 07/05/2023 | Performance-based RSUs | 300,000 | Vest on 06/30/2027 based on 90-day average share price: linear interpolation across increments of 10% (not less than 20%) from $20 to $60+; 0% below $20; 100% at ≥$60; vesting requires continued employment; CIC triggers full vest (with conditions) . | No additional equity awards before 12/31/2025 . | $5,031,000 at FY2024 (close $16.77) ; $7,662,000 at FY2025 (close $25.54) . |
FY2025 vestings for Miller: none; Glenn David vested 30,000 RSUs; Miller had no RSU vestings recorded in FY2025 .
Long-Term Cash Retention (LTIP Award)
| Total Award ($) | Installments | Payment Cadence | Paid Dates/Amounts | Acceleration Terms |
|---|---|---|---|---|
| 4,250,000 | 4 equal installments | Concurrent with MIP for each fiscal year, subject to continued employment; first four anniversaries beginning 06/30/2024 | $1,062,500 on 09/16/2024; $1,062,500 on 09/11/2025 | If terminated without cause/Good Reason, unpaid LTIP paid 30 days post-termination (subject to release and covenants) |
Equity Ownership & Alignment
| As-of Date | Class A Shares Beneficially Owned (#) | Class B Shares (#) | % of Class A | % Total Equity | Notes |
|---|---|---|---|---|---|
| 09/08/2023 | 30,000 | — | <1% | <1% | Executive group has 110,480 Class A and 20,166,034 Class B . |
| 09/09/2024 | 30,000 | — | <1% | <1% | Executive group has 115,480 Class A and 20,166,034 Class B . |
| 09/08/2025 | 30,000 | — | <1% | <1% | Executive group has 151,722 Class A and 20,166,034 Class B . |
- Outstanding unearned RSUs: 300,000 (performance-based, unvested as of FY2025) .
- Options: none outstanding; company reported no outstanding equity awards at FY2023 year-end and no option exercises/stock vested in FY2024 for NEOs .
- Insider Trading Policy: Senior Personnel require pre-clearance; prohibition on derivative securities transactions (options, warrants, convertible, SARs, etc., except company compensation awards) .
- Clawback Policy: Section 10D/Nasdaq-compliant; recovery of incentive-based compensation for three fiscal years preceding any required restatement .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | At-will; agreement dated May 2008, amended Dec 2009 and Dec 2011; COO role . |
| FY2025 Base Salary | $710,849 . |
| Target Bonus | 50% of base (FY2023–FY2025) . |
| Car Allowance | $650/month historically; increased to $1,250/month effective Jan 2024 . |
| Severance (without cause/Good Reason) | Lump sum 100% of annual base salary at termination, plus pro rata bonus based on actual performance; notice/cure mechanics for Good Reason; noncompete/nonsolicit for one year . |
| LTIP Award Treatment | Any unpaid portion payable 30 days post-qualifying termination (release/covenants) . |
| RSU Vesting on Termination | On Qualifying Termination, RSUs vest based on 90-day average ending on a date selected by Miller within specified window; none vest below $20; max 100% at ≥$60 . |
| Change-in-Control (CIC) | Full RSU vesting upon CIC that is a Take-Private or upon CIC followed by termination without cause/Good Reason within 12 months . |
Potential Payments – Illustrative Estimated Values (as of FY2025)
| Scenario | Cash Severance ($) | Pension/Benefits ($) | Equity Incentives ($) | LTIP Cash ($) | Total ($) |
|---|---|---|---|---|---|
| Good Reason / Without Cause | 1,198,999 | — | 1,797,505 (23.46% of RSUs) | 3,187,500 | 6,184,004 |
| Retirement | — | 293,667 | — | — | 293,667 |
| Change in Control (with termination or Take-Private) | 1,198,999 | — | 7,662,000 | 3,187,500 | 10,985,999 |
| Change in Control (absent qualifying termination) | — | — | 7,662,000 | — | 7,662,000 |
Pension Values (reference points)
| Fiscal Year | Present Value of Accumulated Pension Benefit ($) |
|---|---|
| FY2023 | 280,176 |
| FY2024 (used in potential payments) | 280,498 |
| FY2025 (used in potential payments) | 293,667 |
Compensation Structure Analysis
- Equity usage is strategic and limited; historic practice avoided regular annual equity grants to manage dilution, with targeted retention/recruitment awards (e.g., Miller’s 300,000 performance RSUs) .
- Shift to performance price RSUs vs. options: company reports no outstanding options and uses RSUs tied to stock price thresholds (0% < $20; 100% ≥ $60), increasing alignment with shareholders, but with cliff timing (June 30, 2027) .
- Pay-for-performance signals: FY2025 MIP heavily weighted to Adjusted EBITDA (75%), indicating management focus on profitability and cash conversion; FY2025 payouts at 137.3% of target reflect strong operational execution .
- Discretionary bonuses: Paid in FY2024 and FY2025 to recognize contributions to “Phibro Forward” initiatives and the Zoetis MFA asset acquisition/pending/consummation, showing committee readiness to reward strategic projects beyond formulaic MIP .
Performance & Track Record
- Recognized for driving strategic initiatives, including “Phibro Forward” cost-savings/revenue growth efforts and the acquisition/consummation of the Zoetis MFA portfolio and related assets (discretionary bonuses in FY2024 and FY2025 acknowledge these contributions) .
- No RSU vesting for Miller recorded in FY2025, consistent with performance-vesting design targeting June 30, 2027 .
Equity Ownership & Alignment
| Component | Status |
|---|---|
| Direct share ownership | 30,000 Class A shares; <1% ownership . |
| Unvested RSUs | 300,000 performance-based RSUs (market value $7.662M at FY2025 close) . |
| Options | None outstanding/none exercised reported in FY2024; no outstanding equity awards as of FY2023 for NEOs . |
| Hedging/derivatives | Senior Personnel prohibited from transactions in derivative securities (except comp awards) . |
| Clawback | Section 10D/Nasdaq-compliant three-year recovery for restatements . |
Employment Terms
| Term | Detail |
|---|---|
| Good Reason (key elements) | Material adverse change in duties/responsibilities/authority or relocation >50 miles (Teaneck/Ridgefield Park NJ), with notice and cure periods . |
| Restrictive covenants | Confidentiality, noncompete, nonsolicitation, IP; noncompete/nonsolicit apply during employment and one-year post-termination . |
| Severance multiple | 1x base salary plus pro rata bonus based on actual performance (not a multi-year multiple) . |
Investment Implications
- Retention risk appears mitigated by a substantial $4.25M LTIP payable over four years with acceleration upon qualifying termination, plus a large performance RSU award that can fully vest upon CIC events; these create strong incentives to stay through June 30, 2027 and align with transaction outcomes .
- Insider selling pressure is limited near term: no FY2025 vesting for Miller’s RSUs, and policy prohibits derivatives; however, LTIP cash installments (~$1.06M annually for 2024–2027) provide liquidity without equity sales, and potential RSU vesting may trigger tax-related selling in 2027 depending on performance thresholds .
- Alignment is robust: RSUs tied to share price thresholds ($20–$60+) directly link payout magnitude to TSR; MIP’s 75% weight on Adjusted EBITDA plus free cash flow targets supports cash generation discipline, which investors typically reward with higher multiples .
- Change-in-control sensitivity: full vesting of Miller’s RSUs and LTIP acceleration can produce significant personal outcomes upon CIC, making him economically aligned with strategic alternatives that maximize equity value; this can be a positive for event-driven investors but warrants scrutiny for governance balance .
- Compensation governance: use of FW Cook for risk assessment, clawback policy adoption, and limited equity dilution practices reflect disciplined compensation oversight, reducing headline risk tied to pay practices .