Mary Lou Malanoski
PHIBRO ANIMAL HEALTHAbout Mary Lou Malanoski
Mary Lou Malanoski, age 68, is an independent Class II director of Phibro Animal Health (PAHC) who has served on the board since May 2004; her current term runs through the 2027 annual meeting . She is the Chief Financial Officer of S2K Partners Co. LLC and previously served as CFO of its predecessor entities beginning in April 2016, bringing substantial management, finance, and investment banking experience to PAHC’s board . She also serves on the board of Getty Realty Corp., where she is Chair of the Audit Committee, reinforcing her financial oversight credentials . PAHC’s board has affirmatively determined that she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S2K Partners Co. LLC (and predecessor entities S2K Financial Holdings LLC; S2K Partners Holdings LLC) | Chief Financial Officer | Apr 2016–Present | Senior finance leadership for investment firm |
| Independent | Financial Consultant | Apr 2015–Mar 2016 | Interim finance leadership assignments |
| Nina McLemore, LLC | Acting Chief Financial Officer | Jun 2015–Dec 2015 | Acting CFO role during transition |
| Morgan Joseph TriArtisan Group, Inc. | Vice Chair & COO; Head of Investment Banking; Co-Head of Investment Banking; Managing Director & CFO; Director | 2001–2015 (director through 2021) | Led/ran investment banking and operations; board service 2008–2021 |
| New Street Advisors LP | Managing Director & CFO (co-founder) | 1994–2001 | Built and led private equity finance function |
| New Street Capital (successor to reorganized Drexel Burnham Lambert) | Managing Director | Pre-1994 | Investment/finance roles |
| Drexel Burnham Lambert | Corporate Finance Department | Career start | Foundation in corporate finance |
External Roles
| Organization | Role | Focus / Notes |
|---|---|---|
| Getty Realty Corp. | Director; Audit Committee Chair | REIT specializing in convenience stores, gasoline stations and related properties |
Board Governance
- Independence and structure: The board classifies Ms. Malanoski as an independent director; PAHC is a “controlled company” under Nasdaq due to BFI’s voting control, which provides exemptions from certain governance requirements (audit committee independence still required and met) .
- Committees at PAHC: FY2025 Audit Committee members were Corcoran (Chair), Gejdenson, Wrenn; Compensation Committee members were Gejdenson (Chair), Bernal, Wrenn—Ms. Malanoski was not listed on either committee in FY2025, and her director pay equals only the base retainer, implying no committee stipends for the year .
- Attendance: The board met six times in FY2025 and each director attended at least 75% of aggregate board and committee meetings during their service periods .
- Board leadership: Chairman/CEO roles are combined; the board has not appointed a lead independent director, though independent directors hold regular executive sessions .
- Class/tenure: Class II director; term expires at the 2027 annual meeting; service since May 2004 .
Fixed Compensation
| Component | FY2025 Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Committee membership fees (each Audit or Compensation) | $10,000 (policy) |
| Ms. Malanoski – Total FY2025 director fees | $40,000 (no committee fees reflected) |
- Effective August 26, 2025, the annual cash retainer for non‑employee directors increased to $60,000; committee fees were unchanged .
Performance Compensation
- Non‑employee directors are compensated via cash retainers and committee fees; the FY2025 proxy discloses only cash compensation for directors and states no other compensation was paid to non‑employee directors for the year ended June 30, 2025 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential conflicts / related-party notes |
|---|---|---|---|
| Getty Realty Corp. | Director | Audit Committee Chair | No related-party transactions involving Ms. Malanoski were disclosed in PAHC’s proxy |
Expertise & Qualifications
- The board highlights Ms. Malanoski’s substantial management, finance, and investment banking experience, including senior roles at S2K, Morgan Joseph TriArtisan, and New Street, and early career in Drexel’s corporate finance department .
- External audit leadership: Chair of Getty Realty’s Audit Committee, underscoring financial oversight and audit literacy .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Equity | % Total Voting Power |
|---|---|---|---|---|
| Mary Lou Malanoski | — | — | — | — |
Note: The beneficial ownership table shows “—” for Ms. Malanoski as of September 8, 2025 (less than 1% and no specific total reported), indicating no reported beneficial ownership at that date .
Governance Assessment
- Strengths: Independent director with deep finance and investment banking background and external audit-chair experience; board documents explicitly cite her finance and investment banking expertise, and she brings relevant oversight skills to a controlled-company context .
- Engagement: Meets attendance threshold (≥75%) consistent with all directors in FY2025, supporting baseline engagement expectations .
- Watch items / potential red flags:
- Not assigned to PAHC’s Audit or Compensation Committees in FY2025, limiting direct influence on key oversight levers despite strong audit credentials .
- No beneficial ownership reported as of the record date, implying limited economic alignment through share ownership relative to many governance best-practice frameworks that encourage director stock ownership .
- Controlled-company status (BFI >50% voting power) reduces certain governance requirements (e.g., majority independent board, independent nominating committee), placing greater onus on individual independent directors to provide rigorous oversight .
- Conflicts and related-party: PAHC’s related-party disclosures do not identify any transactions involving Ms. Malanoski; the company maintains formal policies for related-party approvals via the Audit Committee .
- Trading and alignment policies: Directors (as “Senior Personnel”) require pre‑clearance for trades and are prohibited from transacting in derivative securities of the company, which helps curb misalignment and hedging risk .