Sam Gejdenson
PHIBRO ANIMAL HEALTHAbout Sam Gejdenson
Independent director at Phibro Animal Health Corporation (PAHC), age 77, serving since January 2004. He chairs the Compensation Committee and sits on the Audit Committee. Education: A.S. from Mitchell College (1968) and B.A. from University of Connecticut (1970). Career includes 20 years in the U.S. House of Representatives, senior Democrat on the House International Relations Committee, and international trade advisory work via his firm since 2001 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives | Congressman (CT) | 1981–2001 | Senior Democrat, House International Relations Committee; global policy exposure |
| Connecticut House of Representatives | State Representative | 1974–1978 (two terms) | State-level legislative experience |
| Sam Gejdenson International | Principal/Founder | 2001–present | International trade projects across Europe, Asia, Africa |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Democratic Institute | Board member | Current | Governance and democracy non-profit (not a public company) |
| U.S. Commission for International Religious Freedom | Commissioner | Former | U.S. federal commission role |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board determined Gejdenson is an “independent director” under Nasdaq rules .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board and applicable committee meetings. Audit Committee held 4 meetings, Compensation Committee held 2; each member attended ≥75% .
- Board leadership: Controlled company under Nasdaq (BFI majority voting power); no Lead Independent Director; independent directors meet in regular executive sessions .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $40,000 | Standard non-employee director cash retainer |
| Committee fees | $10,000 per committee; $20,000 total (Audit + Compensation) | Supplemental cash compensation for committee service |
| Total fees earned in cash | $60,000 | Reflects retainer + committee fees |
| Approved change (effective Aug 26, 2025) | Annual retainer increased to $60,000 | No change to $10,000 committee fees |
- Payment cadence: Quarterly; reimbursed for travel and related expenses; indemnification and D&O insurance in place .
Performance Compensation
- Equity compensation for directors: None disclosed for FY2025; director pay consists of cash retainer and committee fees .
- Performance metrics tied to director pay: Not applicable; performance-based elements (MIP, RSUs) apply to executives, not directors .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| National Democratic Institute | Non-profit | Board member | No commercial conflict disclosed |
| U.S. Commission for International Religious Freedom | U.S. commission | Former Commissioner | Former public service role |
- No current public company directorships disclosed for Gejdenson .
- Compensation Committee interlocks: Company discloses no relationships requiring related-party disclosure among Compensation Committee members in FY2025 .
Expertise & Qualifications
- Global trade and government relations; international markets exposure .
- Board-level compensation governance experience (Compensation Committee Chair) .
- Audit Committee participation provides oversight familiarity in financial reporting and risk .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % of Equity | Voting Power % |
|---|---|---|---|---|
| Sam Gejdenson | — | — | <1% | <1% |
- Insider trading controls: Directors require pre-clearance for transactions; “Senior Personnel” prohibited from transacting in derivative securities tied to PAHC equity .
- Pledging/hedging: No pledging disclosure; policy explicitly restricts derivative transactions .
Governance Assessment
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Strengths
- Independent director, long tenure; deep international experience valuable for global animal health regulatory and market contexts .
- Compensation Committee Chair overseeing executive pay philosophy; no committee interlocks or related-party conflicts disclosed for members in FY2025 .
- Attendance at Board and committee meetings meets Company’s ≥75% expectation .
-
Watch items and potential red flags
- Controlled company structure with concentrated voting control (BFI), exemptions from certain Nasdaq governance requirements; no Lead Independent Director—can limit independent oversight optics .
- No reported personal share ownership—reduced direct “skin-in-the-game” alignment versus directors with meaningful holdings; however, Company prohibits derivative transactions and enforces pre-clearance .
- Director compensation exclusively cash-based (no equity grants), limiting equity alignment compared to peers that grant director stock/DSUs .
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Shareholder signals
- Prior say-on-pay support strong (≈99% approval in 2022), indicating broad investor confidence in compensation governance overseen by the committee Gejdenson chairs .
Overall: Gejdenson’s independence, committee leadership, and attendance support governance effectiveness. The controlled company context and lack of personal ownership merit continued monitoring for alignment and independent oversight balance .