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Get filing alertsPAHC appoints Daniel Bendheim CEO with $850K salary and 300K performance RSUs tied to stock price
Filed June 26, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
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Daniel Bendheim becomes CEO and President July 1, 2026, with $850K base salary, 50% target bonus, and 300K performance-based RSUs that vest only if stock reaches $70-$100+ by June 2031.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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RSU vesting scales from 25% at $70 average stock price to 100% at $100+, measured over 90 days ending June 30, 2031; no vesting below $70. Ties executive pay directly to five-year shareholder returns.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Change-in-control provision accelerates all unvested RSUs if company delists or Bendheim is terminated without cause within 12 months of transaction.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Severance limited to six months base salary on death/disability and up to 18 months COBRA subsidy on termination without cause or voluntary exit.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Phibro Animal Health appointed Daniel Bendheim as CEO and President effective July 1, 2026, with compensation structured to align executive pay with long-term stock performance. His employment agreement provides an $850,000 base salary, a 50% target annual bonus, and an initial grant of 300,000 performance-based restricted stock units.
The RSUs vest only if the company's 90-day average stock price reaches $70 to $100 or above by June 30, 2031, with linear scaling between those thresholds—no vesting occurs below $70. This five-year performance hurdle ties a substantial portion of Bendheim's compensation directly to shareholder value creation.
The agreement includes standard change-in-control protections: full RSU acceleration if the company delists following an acquisition or if Bendheim is terminated without cause within 12 months of a transaction. Severance provisions are modest, limited to six months of base salary continuation upon death or disability and up to 18 months of subsidized health coverage upon termination. The performance-based structure and long vesting horizon suggest the board is prioritizing sustained stock price appreciation over near-term incentives.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In the event Mr. D. Bendheim’s employment terminates due to his death or “disability” (as defined in the Employment Agreement), Mr. D. Bendheim will be eligible to receive six months of continued base salary payments. Upon Mr. D. Bendheim’s termination by the Company without Cause or by Mr. D. Bendheim for any reason, Mr. D. Bendheim will be eligible to receive up to 18 months of Company-subsidized COBRA coverage.
The employment agreement provides modest severance benefits: six months of base salary continuation upon death or disability, and up to 18 months of COBRA health coverage subsidies upon termination without cause or voluntary resignation. If terminated without cause, Bendheim can elect to vest his RSUs based on stock price performance measured at any point between termination and the earlier of June 30, 2031, the first anniversary of termination, or March 15 of the following year.
Added in current filing · verify on EDGAR →
In the event of a change in control of the Company, following which either (i) 100% of the Company’s shares of stock cease to be traded on a nationally recognized stock exchange and the Company is no longer listed on any such exchange or (ii) a Qualifying Termination occurs within 12 months, all unvested RSUs will immediately vest in full.
The RSU award includes full acceleration of vesting upon a change in control if the company is delisted or if Bendheim is terminated without cause within 12 months of the transaction. This protects the executive's equity compensation in acquisition scenarios and aligns his interests with shareholders in evaluating potential transactions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify