OF BALCHEM CORPORATION

Meeting Agenda And Recommendations

~~GENERAL~~

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the ~~“Board~~“Board of ~~Directors”~~Directors” or the ~~“Board”~~“Board”) of Balchem Corporation ~~(the “Company”~~(“Balchem” or the “Company”) to be voted at the ~~2016~~2020 Virtual Annual Meeting of ~~Stockholders~~Shareholders (the ~~“Annual Meeting”~~“Annual Meeting” or the ~~“Meeting”~~“Meeting”) ~~in the Park Ridge Marriott, 300 Brae Boulevard, Park Ridge, NJ 07656,~~ on ~~Wednesday,~~ June ~~15, 2016~~18, 2020 at ~~11:~~2:00 ~~a.m.~~p.m., local time, and at any adjournment or postponement thereof. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has internet connectivity. Shareholders may only participate online by logging into www.virtualshareholdermeeting.com/BCPC2020 at 1:55 p.m. This Proxy Statement, Proxy Card and ~~a proxy card~~Materials’ Notice are expected to be sent to ~~stockholders~~shareholders beginning on or about ~~May 6, 2016.~~April 27, 2020.

The Board of Directors has fixed the close of business on April ~~20, 2016~~21, 2020 as the record date (the ~~“Record Date”~~“Record Date”) for the determination of ~~stockholders~~shareholders entitled to notice of, and to vote at, the Annual Meeting. At the Annual Meeting, ~~stockholders~~shareholders will be asked to consider and vote upon the following matters:

Proposal	●	~~The election of~~	Recommendation			Vote Standard*			Page
Proposal One To elect three Class 13 directors to the Board of Directors to serve until the Annual Meeting of ~~Stockholders~~Shareholders in ~~2019 and thereafter until their respective successors are elected and qualified;~~2023.			FOR each nominee			Majority present & entitled to vote.			11

●

~~Ratification of~~

Proposal Two
To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016;~~2020.

FOR

Majority present & entitled to vote.

●

~~Approval on~~

Proposal Three
To hold an advisory (non-binding) ~~basis of~~vote on the Company’s executive ~~compensation (“Say on Pay”);~~compensation.

FOR

Majority present & entitled to vote.

* For the election of directors, you have the choice of voting “FOR” all or individual nominees or to “Withhold Authority” to vote for all or individual nominees. For the other proposals, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”.

Casting Your Vote

Please provide your proxy by internet, phone, or by filling in, signing, dating and promptly mailing your Proxy Card or voting instruction form.

By Internet:			By Phone:			By Mail:
www.proxyvote.com			1-800-690-6903 (toll free within U.S. and Canada)			Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

●

~~Such other matters as may properly come before the Annual Meeting or any adjournment thereof.~~

~~You can ensure that your shares are~~

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Why did I receive these materials?

Our Board is soliciting proxies to be voted at the Annual Meeting ~~by completing, signing, dating and returning the enclosed proxy card~~on June 18, 2020. To participate in the ~~envelope provided. Sending~~Meeting, visit www.virtualshareholdermeeting.com/BCPC2020 and enter the 16-digit control number included on your Proxy Card or Materials’ Notice. You may begin to log into the virtual meeting platform (the “Meeting Platform”) beginning at 1:55 p.m. EDT on June 18, 2020. The Meeting will begin promptly at 2:00 p.m. EDT on June 18, 2020.

How are these materials being distributed?

On or about April 27, 2020, we began mailing this Proxy Statement, a Proxy Card and a Notice of Materials’ Availability to certain shareholders of record as of April 21, 2020 and posted our proxy materials for shareholder access at www.proxyvote.com. As more fully described in ~~a signed~~the Materials’ Notice, shareholders may also request printed proxy ~~will~~materials. The Materials’ Notice and website also provide information regarding how you may request proxy materials in printed or electronic form or electronically on an ongoing basis. We also mailed proxy materials to certain shareholders.

Why am I getting these materials from my broker, bank or other nominee, and not affect your right to attend the Meeting and vote. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by submitting another proxy bearing a later date or by notifying the Inspectors of Election or the Secretary of the Company of such revocation, in writing, prior to the Annual Meeting. Please note, however, that ifdirectly from Balchem?

If you hold your shares ~~are held of record by~~through a broker, bank or other nominee, you may also receive either the Materials’ Notice or printed proxy materials from that entity, as required by SEC rules.

What is the difference between a shareholder of record and ~~you wish to attend and vote~~a shareholder who holds shares in ~~person at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.~~

street name?

If your shares are registered in your name ~~with~~on the books and records of our transfer agent, Broadridge Corporate Issuer Solutions, you are a shareholder of record. If your shares are held for you in the name of your broker, bank or other nominee, your shares are held in street name.

Who Is Entitled to Vote and How Many Shares Must Be Present to Hold the Annual Meeting?

Shareholders of record at Record Date will be entitled to vote at the Annual Meeting or any adjournment or postponement of the Meeting. As of April 21, 2020, there were 32,316,681 outstanding shares of our Common Stock. Each share of our Common Stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Shares of our Common Stock that are held by us in our treasury are not counted as outstanding shares and will not be voted.

To conduct the Meeting, a majority of the shares issued and outstanding as of the Record Date must be present. This is referred to as a quorum.

How do I vote my shares?

By Telephone, E-Mail or Internet: All shareholders of record may vote ~~either over~~their shares by telephone (within the ~~internet~~United States, U.S. territories and Canada, there is no charge for the call), e-mail or by ~~telephone. Specific~~internet, using the procedures and instructions ~~for voting in this manner are set forth~~described on the ~~enclosed proxy card. These procedures are designed~~Proxy Card, Materials’ Notice. If you vote by telephone, e-mail or internet, you need not mail back your Proxy Card. A control number, located on the Proxy Card or Materials’ Notice, must be provided to ~~authenticate each stockholder’s~~verify your identity and to allow ~~stockholders~~you to vote ~~their~~your shares and confirm that ~~their~~your voting instructions have been properly recorded. Street name holders may vote by telephone or internet if their brokers, banks or other nominees make those methods available. Each broker, bank or other nominee will enclose instructions with the proxy materials. Follow the voting instructions on the form you receive from that firm.

In Writing: All shareholders also may vote by mailing their completed and signed Proxy Card (in the case of shareholders of record) or their completed and signed voting instruction form (in the case of street name holders).

What vote is required to pass the proposals?

If ~~your~~a quorum is present, the affirmative vote of a majority of the shares entitled to vote which are present in person or represented by proxy at the 2020 Annual Meeting is required to elect directors, to ratify the appointment of RSM, to approve the compensation of the Company’s NEOs and to act on any other matters

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QUESTIONS AND ANSWERS ABOUT THE BALCHEM ANNUAL MEETING

properly brought before the meeting. Shares represented by proxies which are marked or voted “withhold authority” with respect to the election of any one or more nominees for election as Directors, proxies which are marked or voted “abstain” on the other proposals, and proxies which are marked or voted to deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at the meeting. Such proxies will thus have the same effect as a vote against such nominee or nominees, against such proposals and against such other matters, respectively.

What if my shares are ~~registered~~held in ~~the name of~~ a ~~bank or~~ brokerage ~~firm, you may also be able to vote your shares over the internet or by telephone. A large number of~~account?

Many banks and brokerage firms are participating in online programs that allow eligible ~~stockholders~~shareholders to vote over the internet or by telephone. If your bank or brokerage firm is participating in such a program, your voting form will provide instructions. If your voting form does not contain internet or telephone voting information, please complete and return the paper voting form in the self-addressed, postage-paid envelope provided by your bank or brokerage ~~firm.~~firm Voting via the internet is conducted at www.proxyvote.com, or by phone. You will need to input the control number located on the Proxy Card or Materials’ Notice when accessing these documents. If you attend the Meeting virtually, using the above website, you will be able to vote and submit questions from any remote location that has internet connectivity.

What if I own registered shares?

If your shares are registered in your name with our transfer agent, you may vote either over the internet or by telephone. Specific instructions for voting in this manner are set forth on the enclosed Proxy Card. These procedures are designed to authenticate each shareholder’s identity and to allow shareholders to vote their shares and confirm that their instructions have been properly ~~specify how~~recorded

Will my shares be voted if I do not provide my Proxy Card or voting instructions?

Street Name Holders: If your shares are held in a ~~proxy~~brokerage, bank or another account that bears the name of the holder and not you—shares referred to as held in “street name”—and you do not provide your voting instructions to your broker, your shares may be voted by your broker, bank or other nominee only on certain “routine” matters, pursuant to stock exchange rules. Only the ratification of RSM as our independent registered public accounting firm is considered a “routine” matter for which brokers, banks or other nominees may vote uninstructed shares. The other proposals to be voted ~~it will be voted accordingly.~~on at the Meeting are not considered “routine” under stock exchange rules. If you ~~sign a proxy card or voting form but~~ do not provide voting instructions on a non-routine matter, your broker may indicate on the proxy that it does not have discretionary voting authority and your shares will not be voted on that matter, which is referred to as a “broker non-vote.” Broker non-votes, which only count toward the establishment of a quorum, will not be considered as present and entitled to vote with respect to that matter and thus will have no effect on the outcome of the vote with regard to such matters.

Shareholders of Record: If your shares are registered in your name on the books and records of our transfer agent, you are a shareholder of record, meaning you are designated a registered shareholder. If you are a shareholder of record, your shares will not be voted if you do not provide your Proxy Card or vote in person at the meeting. It is, therefore, important that you vote your shares.

What if I do not specify a choice for a matter when returning a Proxy Card?

If your Proxy Card is signed and returned without specifying choices, the shares will be voted FOR the ~~director~~ nominees for Director in Proposal 1, FOR the ratification of the appointment of RSM as our independent registered public accounting firm in Proposal 2 and FOR the ~~auditors, FOR~~ approval, on an advisory basis, of the compensation of the Company’s ~~executive compensation, and at~~Named Executive Officers in Proposal 3. Otherwise, signed Proxy Cards without specified choices will be voted in the discretion of the ~~proxy holders~~proxies.

How will my shares be voted on any other matters to come before the meeting?

The Board is not aware of any matters to come before the Meeting other than as described above. If any matter other than as described above should come before the Meeting, then the persons named in the enclosed form of Proxy Card will have discretionary authority to vote all proxies with ~~regard to~~respect thereto in accordance with their judgment. Approval of any other matter that may come before the Annual Meeting ~~or any adjournment thereof.~~

~~Broker non-votes are shares held~~is be determined by ~~brokers or nominees that are present in person~~the affirmative vote of a majority of all votes cast on the matter, by attending the Meeting or represented by ~~proxy, but~~proxy. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the vote.

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QUESTIONS AND ANSWERS ABOUT THE BALCHEM ANNUAL MEETING

How Will Business Be Conducted at the Annual Meeting?

The presiding officer at the Annual Meeting will determine how business at the Meeting will be conducted. Only nominations and other proposals brought before the Annual Meeting in accordance with the advance notice and information requirements of our Amended and Restated Bylaws will be considered, and no such nominations or other proposals were received.

May shareholders ask questions at the 2020 Annual Meeting?

Yes. You may submit questions on line via the link provided above. Questions must relate directly to the business of the meeting. To submit a question, log into the Meeting Platform at:

www.virtualshareholdermeeting.com/BCPC2020

type your question into the “Ask a Question” field and click “Submit.”

Questions pertinent to Meeting matters will be answered during the Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not ~~voted~~pertinent to Meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the Meeting due to time constraints will be posted online and answered at https://www.balchem.com/investor-relations/. The questions and answers will be available as soon as practical after the Meeting and will remain available until one week after posting.

If you encounter any technical difficulties with the Meeting Platform on ~~a particular matter because instructions have not been received from~~ the ~~beneficial owner~~Meeting day, please call the technical support number that will be posted on the Meeting Platform. Technical support will be available starting at 8:00 a.m. EDT on June 18, 2020 and will remain available until thirty minutes after the broker or nominee does not have discretion to vote without such instructions. Brokers and nominees generally do not have such discretion when the matter is deemed by the broker voting rules to be “non-routine.” The ratification of the independent registered public accounting firm is considered to be a “routine” matter with respect to which brokers and nominees have discretion to vote shares held by them in street-name in their discretion absent any instructions

~~received from the beneficial owners of such shares. Brokers and nominees do not have such discretion with respect to the election of directors or Say on Pay.~~

Meeting has finished.

Proxies may be solicited, without additional compensation, by directors, officers and other regular employees of the Company by telephone, email, fax or in person. All expenses incurred ~~in connection with~~relating to this solicitation will be borne by the Company. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners ofour Common Stock held of record by them, and such custodians will be reimbursed for their reasonable expenses.

Can I change my vote?

A shareholder who votes prior to the Meeting may revoke their proxy by attending and voting at the Meeting, or by submitting another proxy bearing a later date, by notifying the Inspectors of Election, or the Secretary of the Company of such revocation, in writing, prior to the Annual Meeting and the closing of the polls at the Meeting.

Internet Availability of Proxy Materials

The Company’s Proxy Statement and Annual Report to ~~stockholders~~shareholders for the year ended December 31, ~~2015~~2019 are available at http://proxymaterials.balchem.com.

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MANAGEMENT PROPOSALS

1. ELECTION OF DIRECTORS

~~The Company’s Bylaws provide for a staggered term~~Our Board consists of ~~Directors consisting of eight (8)~~8 members, with the classification of the Board ~~of Directors~~ into three classes (Class 1, Class 2 and Class 3)., as more particularly described in the table below. The term of the three current Class 13 directors will expire at the Annual Meeting. ~~The Class 2 and Class 3 directors will remain in office until their terms expire, at~~At the ~~annual meetings of stockholders to be held in the years 2018 and 2017, respectively.~~

~~Accordingly, at the 2016~~ Annual Meeting, three Class 13 directors are to be elected to hold office until the 2023 annual meeting of ~~stockholders to be held in 2019 and thereafter~~shareholders or until their successors have been elected and qualified. The nominees and continuing directors are listed below with brief ~~biographies and are currently directors and have been nominated for election after due consideration by the Corporate Governance and Nominating Committee and the Board.~~ biographies.

Name	Class	Next Election Date
David Fisher	3	2020
Perry Premdas	3	2020
Dr. John Televantos	3	2020
Theodore Harris	1	2022
Matthew Wineinger	1	2022
Paul Coombs	2	2021
Daniel Knutson	2	2021
Joyce Lee	2	2021

The Board is not aware of any reason why any such nominee may be unable to serve as a director. If any, some or all of such nominees are unable to serve, the shares represented by all valid proxies will be voted for the election of such other person or persons, as the case may be, as the Board may recommend, or the Board may fill the vacancy or may amend the Company’s Bylaws to reduce the size of the Board.

DIRECTORS STANDING FOR RE-ELECTION

David Fischer, Class 3 Director (Term expires 2020)
Age: 57
Independent Director since 2010
Professional Highlights
	•	Retired director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of industrial packing systems from November 2011 to October 2015. President and Chief Operating Officer of Greif from 2007 to 2011, and from 2004 to 2007, Senior Vice President and Divisional President, Industrial Packaging & Services - Americas.
	•	A co-founder and chairman of the board of directors of 10x Engineered Materials, a manufacturer of high-tech abrasives for industrial applications.
Committee Assignments
	•	Executive
	•	Compensation
	•	Audit
Other Current Public Company Directorships
	•	Ingredion Incorporated (NYSE)
Nominee Qualifications
Mr. Fischer holds a Bachelor of Science degree from Purdue University. Mr. Fischer’s management and leadership skills, developed over years of responsibility for complex, global manufacturing operations, and his intimate knowledge of mergers and acquisitions, position him as a critical component of our Board as we look to grow both organically and by acquisition.

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PROPOSAL 1. ELECTION OF DIRECTORS

Perry Premdas, Class 3 Director (Term expires 2020)
Age: 67
Independent Director since 2008
Professional Highlights
	•	Currently retired.
	•	Mr. Premdas was Chief Financial Officer of Celanese AG, a chemical and plastics business spun-off by Hoechst AG and listed on the Frankfurt stock exchange and the NYSE from 1999 to 2004.
	•	Senior Executive Vice President and Chief Financial Officer of Centeon LLC from 1997 to 1998.
Committee Assignments
	•	Executive
	•	Compensation
	•	Corporate Governance and Nominating Committee
Other Current Public Company Directorships
	•	None
Past Public Company Directorships
	•	Compass Minerals International, Inc. (NYSE) (until May 2015)
Nominee Qualifications
Over his career, Mr. Premdas led treasury, finance, audit and investor relations functions of US and international companies and had general manager, executive and director roles in various wholly-owned and joint venture operations. He holds a BA from Brown University and an MBA from the Harvard University Graduate School of Business. Mr. Premdas, who served as our Audit Committee Chairman and the Board of Director’s audit committee financial expert from 2008 to 2018, brings a combination of financial and international business management experience in the chemical industry, making him a valuable member of our Board.

Dr. John Televantos, Class 3 Director and Lead Director (Term expires 2020)
Age: 67
Independent Director since 2005, Lead Director since 2010
Professional Highlights
	•	Senior Partner at Arsenal Capital Partners, Inc., a private equity investment firm, where he leads the Chemicals and Materials practice of the firm.
	•	From April 2002 through February 2005, President of the Aqualon Division and Vice President of Hercules, Inc., a chemical manufacturing company.
Committee Assignments
	•	Executive
	•	Compensation, Chairman
	•	Corporate Governance and Nominating Committee
Other Current Public Company Directorships
	•	None
Nominee Qualifications
Dr. Televantos holds B.S. and Ph.D. degrees in Chemical Engineering from the University of London, United Kingdom. In addition to his experience in the chemical manufacturing industry and management of publicly traded chemical manufacturing entities, Dr. Televantos is also significantly involved in private equity markets and processes involving chemical manufacturing companies. Collectively, these make Dr. Televantos a valuable member of the Board.

Vote Required to Elect Directors

Under the rules of the Securities and Exchange Commission (the “SEC”), boxes and a designated blank space are provided on the form of proxy for stockholders to mark if they wish to vote in favor of or withhold authority to vote for the Company’s nominees for director.

A director nominee must receive a plurality of the votes cast at the Meeting, assuming a quorum is present. This means that a broker non-vote or a vote withheld from a particular nominee will not affect the outcome of the election of directors. However, we have adopted a majority vote ~~policy, as described below.~~

If for any reason any such named nominee should not be available as a candidate for director, the proxies will be voted in accordance with the authority conferred in the proxy for such other candidate as may be nominated by the Company’s Board of Directors.

~~Majority Vote Policy~~

~~In 2012, the Board of Directors amended~~policy. Under the Company’s Corporate Governance Guidelines ~~and adopted a Director Resignation Policy. This policy provides that~~(the “Governance Guidelines”), if a nominee for director in an uncontested election

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PROPOSAL 1. ELECTION OF DIRECTORS

receives a greater number of “withhold” votes for election than “for” votes, ~~(“Majority of Withhold”),~~ that director shall promptly tender to the Board his or her resignation from the ~~Board of Directors. Our~~Board. The Corporate Governance and Nominating Committee will then make a recommendation to the Board whether to accept or reject the resignation tendered by such director or whether other action is necessary.

~~Our~~The Board will act on the tendered resignation, ~~taking into account~~considering the recommendation of the Corporate Governance and Nominating Committee as well as other potentially relevant factors, within 90 days from the date of the certification of the election results. The director whose resignation is under consideration is not permitted to participate in the recommendation of the Corporate Governance and Nominating Committee or deliberations of the Board with respect to his or her resignation. If a director’s resignation is accepted by our Board, the Board may fill the resulting vacancy or may amend the Company’s Bylaws to decrease the size of the Board.

The ~~Company’s Corporate~~ Governance Guidelines are available on the Corporate Governance page in the Investor Relations section of the Company’s ~~website,~~ website: www.balchem.com.

~~Nominees for Election as Director~~

~~Dino A. Rossi,~~ age 61, a Class 1 director whose current term expires in 2016, has been a director of the Company since 1997 and Chairman of the Company’s Board of Directors since February 2007. Mr. Rossi is currently interim CEO and an advisor to the board of directors of Elite Comfort Solutions, a portfolio platform company of Arsenal Capital Partners, Inc. Mr. Rossi retired from his position as President and Chief Executive Officer of the Company in April 2015, which he had held since October 1997. He was Chief Financial Officer of the Company from April 1996 to January 2004 and Treasurer of the Company from June 1996 to June 2003. He was Vice President, Finance and Administration of Norit Americas Inc., a wholly-owned subsidiary of Norit N.V., a Dutch chemicals company, from January 1994 to February 1996, and Vice President, Finance and Administration of Oakite Products Inc., a specialty chemicals company, from 1987 to 1993. Mr. Rossi served as a director of Scientific Learning Corporation (NASDAQ) from February 2010 to August 2012. Mr. Rossi’s years of experience as the primary source of corporate and operational leadership for the Company and his experience with other manufacturing entities make him a valuable member of our Board of Directors.

~~Theodore L. Harris,~~ age 51, a Class 1 director whose current term expires in 2016, has been a director, President and Chief Executive Officer of the Company since April 2015. Mr. Harris was employed by Ashland, Inc. (NYSE), in various senior management positions, serving most recently as Senior Vice President, President Performance Materials, from November of 2014 to April 2015. Prior to this position, from 2011 to 2014, he served as Senior Vice President, President Performance Materials & Ashland Supply Chain, and prior to that, Vice President, President Performance Materials & Ashland Supply Chain. Mr. Harris’ broad managerial, international, operational and sales experience, as well as his proven track record of developing and implementing strategies for delivering sustainable, profitable growth make him a valuable member of our Board of Directors.

~~Matthew D. Wineinger,~~ age 49, a Class 1 director whose current term expires in 2016, has been a director of the Company since September 2015. Since June 2015, Mr. Wineinger has been the President of United Sugars Corporation, a privately held, leading marketer of sugar. Mr. Wineinger served as President of Bulk Ingredients from June 2010 to November 2014, and as President, Food and Industrial Ingredients of Tate & Lyle PLC (LSE) from March 2008 to June 2010. Mr. Wineinger’s twenty-five years of extensive global, operational and strategic industry experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board of Directors, particularly as the Company focuses on development and supply of products to human food and nutrition industries.

UPON RECOMMENDATION BY THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE, THE BOARD ~~OF DIRECTORS OF THE COMPANY~~UNANIMOUSLY RECOMMENDS A VOTE ‘FOR’ THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS.

CONTINUING DIRECTORS’ BIOGRAPHICAL INFORMATION

Theodore Harris, Class 1 Director, Chairman of the Board
Age: 55
Director since 2015, Chairman since 2017 (Term expires 2022)
Professional Highlights
	•	Director, President and Chief Executive Officer of Balchem Corporation since April 2015, and Chairman of the Board of Directors since January 2017.
	•	Prior to joining the Company, Mr. Harris was employed by Ashland Global Holdings Inc. (formerly Ashland Inc.) (NYSE), a specialty chemical company. During his tenure at Ashland, his management positions included Senior Vice President/Ashland, President, Performance Materials, from November of 2014 to April 2015, Senior Vice President/Ashland, President, Performance Materials & Ashland Supply Chain from 2011 to 2014, and Vice President/Ashland, President, Performance Materials & Ashland Supply Chain.
Other Current Public Company Directorships
	•	Pentair plc (NYSE)
Board Qualifications
Mr. Harris’ broad managerial, international, operational and sales experience, as well as his proven track record of developing and implementing strategies for delivering sustainable, profitable growth, make him a valuable member of our Board.

Matthew Wineinger, Class 1 Director (Term expires 2022)
Age: 53
Independent Director since 2015
Professional Highlights
	•	Since June 2015, Mr. Wineinger has been the President and Chief Executive Officer of United Sugars Corporation, a privately held, leading marketer of sugar.
	•	Mr. Wineinger served as President of Bulk Ingredients from June 2010 to November 2014
	•	President, Food and Industrial Ingredients of Tate & Lyle PLC (LSE) from March 2008 to June 2010.
Committee Assignments
	•	Compensation
	•	Corporate Governance and Nominating Committee, Chairman
Other Current Public Company Directorships
	•	None

~~Directors Not Standing For Election~~

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PROPOSAL 1. ELECTION OF DIRECTORS

~~Paul D. Coombs~~

	Board Qualifications
	Mr. Wineinger’s thirty-one years of extensive global, operational and strategic industry experience, together with his previous knowledge of manufacturing operations involving many of the Company’s current raw materials, make him a valuable member of our Board, particularly as the Company focuses on development and supply of products to human food and nutrition industries.

Paul Coombs, Class 2 Director (Term expires 2021)
Age: 64
Independent Director since 2010
Professional Highlights
	•	From April 2005 until his retirement in June 2007, Mr. Coombs was the Executive Vice President of Strategic Initiatives for Tetra Technologies, Inc. (NYSE), an oil and gas services company; from May 2001 to April 2005, was its Executive Vice President and Chief Operating Officer and from January 1994 to May 2001 Mr. Coombs served as Tetra’s Executive Vice President – Oil & Gas.
Committee Assignments
	•	Audit
	•	Corporate Governance and Nominating Committee
Other Current Public Company Directorships
	•	Tetra Technologies Inc. (NYSE)
	•	CSI Compressco GP Inc., the general partner of CSI Compressco LP, CCLP (NASDAQ)
Board Qualifications
Mr. Coombs has thirty-five years of experience in the oil and gas service and exploration industries, which, together with his entrepreneurial approach to management, provides the Board with essential counsel and insight into this area.

Daniel Knutson, Class 2 Director (Term expires 2021)
Age: 63
Independent Director since 20108
Professional Highlights
	•	Until his retirement at the end of 2017, Mr. Knutson served as the Executive Vice President for Special Projects at Land O’Lakes, Inc., an agribusiness and food co-operative.
	•	Previously, Mr. From 2000 to 2017 he served as Executive Vice President and Chief Financial Officer at Land O’Lakes from 2000 to 2017, where he oversaw corporate finance, accounting, treasury, audit, information technology and strategy and played key roles in many of Land O’Lakes’ transactions. In addition, he was responsible for Land O’Lakes’ investment in Moark LLC.
	•	Mr. Knutson joined Land O’Lakes in 1978 and prior to his appointment as Chief Financial Officer, he held several leadership roles within its finance and accounting groups.
Committee Assignments
	•	Audit Committee (Chair)
Other Current Public Company Directorships
	•	None
Board Qualifications
Our Company’s financial compliance programs and policies benefit from Mr. Knutson’s input and skilled guidance. Mr. Knutson’s animal feed and human food industry experience, combined with his financial and international business management experience, makes him a valuable member of our Board.

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PROPOSAL 1. ELECTION OF DIRECTORS

Joyce Lee, Class 2 Director (Term expires 2021)
Age: 47
Independent Director since 2019
Professional Highlights
	•	Since 2016, Ms. Lee has served as the president of North America for Bayer Animal Health.
	•	From 2013 to 2015, Ms. Lee was executive Vice President and Area President of Canada and Latin America at Zoetis Inc., a global leader in the discovery, development, manufacture and commercialization of animal health medicines, vaccines and diagnostic products with a focus on both livestock and companion animals.
	•	Prior to Zoetis being spun out of Pfizer Inc., Ms. Lee held various senior leadership positions at Pfizer, including serving as Area President of Canada and Latin America and Vice President of Global Poultry Health
Committee Assignments
	•	Audit Committee
Other Current Public Company Directorships
	•	None
Board Qualifications
Ms. Lee’s domestic and international business management experience, particularly with respect to the development and supply of products to the animal feed and nutrition industries, makes her a valuable member of our Board.

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The Audit Committee has selected RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The Company is submitting its selection of RSM for ratification by the shareholders at the Annual Meeting. RSM has audited the Company’s financial statements since 2004.

The Company’s Bylaws do not require that the shareholders ratify the selection of RSM as the Company’s independent registered public accounting firm. However, the Company is submitting the selection of RSM to shareholders for ratification as a matter of good corporate governance practice. If shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain RSM. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

Assuming a quorum is present, the affirmative vote of a majority of all votes cast on the proposal, by attending the virtual meeting or represented by proxy, is required for approval of this proposal. Abstentions will not be counted as votes cast and will have no effect on the vote. Brokers have discretionary authority to vote on this Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.

Please refer to the sections entitled “Principal Accountant Fees and Services”, ~~age 60,~~“Audit Committee Financial Expert”, “Policy on Pre-Approval of Audit and Non-Audit Services” and “Audit Committee Report” at Pages 47 through 48 in connection with your consideration of these issues.

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Beginning in 2011, the Company’s shareholders have been provided with an opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s Named Executive Officers (“NEOs”).

At our 2017 annual meeting, our shareholders approved holding advisory or “Say on Pay” votes on executive compensation an annual basis. The “Say on Pay” vote has been held annually since then. Last year, our shareholders approved our “Say-on-Pay” resolution with approximately 95% of the votes cast approving the executive compensation described in our 2019 Proxy Statement.

The Company again seeks your advisory vote and asks that you approve the compensation of the NEOs as disclosed in this Proxy Statement.

Please refer to the section entitled “Compensation Discussion and Analysis”, and the tables and narratives in the Executive Compensation portion of this section for the discussion and summary of the policies of the Compensation Committee which form the basis for the compensation of our NEOs and information on the amounts paid.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement. Because this vote is advisory only, the vote is not binding; however, the Compensation Committee will consider the results of shareholder voting in making future compensation decisions regarding NEOs.

Assuming a ~~Class 2 director whose current term expires in 2018, was appointed to our~~quorum is present, the affirmative vote of a majority of all votes cast on the proposal, by attendance at the virtual meeting or represented by proxy, is required for approval of this proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY (NONBINDING) BASIS, OF THE COMPENSATION OF OUR NEOS AS DISCLOSED IN THIS PROXY STATEMENT.

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Balchem’s Board of Directors in September 2010. From April 2005 until his retirement in June 2007, Mr. Coombs served as the Executive Vice President of Strategic Initiatives for Tetra Technologies, Inc. (NYSE), an oil and gas services company, and from May 2001 to April 2005, as its Executive Vice President and Chief Operating Officer. From January 1994 to May 2001, Mr. Coombs served as Tetra’s Executive Vice President – Oil & Gas. Mr. Coombs is a director of Tetra and is a member of its Audit and Corporate Governance and Nominating Committees. Mr. Coombs also serves as a director of CSI Compressco GP Inc. and the general partner of CSI Compressco LP (NASDAQ), a publicly traded limited partnership, both of which are subsidiaries of Tetra. Mr. Coombs has thirty-five years of experience in the oil and gas service and exploration industries, which, together with his entrepreneurial approach to management, provides the Board of Directors with essential counsel and insight into this area.

~~Edward L. McMillan~~, age 70, a Class 2 director whose current term expires in 2018, has been a director of the Company since February 2003. Mr. McMillan owns and manages McMillan, LLC, a transaction-consulting firm that provides strategic consulting services and facilitates mergers and/or acquisitions predominantly to the food and agribusiness industry sectors. From 1988 to 1996, he was President and CEO of Purina Mills, Inc., where he was involved for approximately 28 years in various senior level positions in marketing, strategic planning, and business segment management. Mr. McMillan is also Chair of the Board of Trustees for the University of Illinois, which has

campuses in Champaign-Urbana, Chicago, and Springfield, Illinois, and is also Chair of the University of Illinois Research Park, L.L.C. in Champaign, Illinois. Mr. McMillan’s background, experience and continued involvement in the agribusiness industry are of particular value to our Board of Directors.

~~David B. Fischer~~, age 53, a Class 3 director whose current term expires in 2017, was appointed as a director of the Company in September 2010. Currently, Mr. Fischer is retired. Prior to his retirement, he was a director and President and Chief Executive Officer of Greif, Inc. (NYSE), a supplier of industrial packing systems from November 2011 to October 2015. From 2007 to 2011, Mr. Fischer was the President and Chief Operating Officer of Greif, and from 2004 to 2007, Mr. Fischer served as Greif’s Senior Vice President and Divisional President, Industrial Packaging & Services - Americas. He is currently a member of the Boards of Directors of Ingredion Incorporated (NASDAQ) and DOmedia LLC, a privately held company. Additionally, he serves on the Board of Habitat for Humanity International and the Wexner Medical Center of Ohio State University. Mr. Fischer holds a Bachelor of Science degree from Purdue University. Mr. Fischer’s management and leadership skills, developed over years of responsibility for complex, global manufacturing operations, and his intimate knowledge of mergers and acquisitions, position him as a critical component of our Board of Directors, as we look to grow both organically and by acquisition.

~~Perry W. Premdas~~,age 63, a Class 3 director whose current term expires in 2017, was appointed as a director of the Company in January 2008. He is currently retired. From 1999 to 2004, Mr. Premdas was Chief Financial Officer of Celanese AG, a chemical and plastics business spun-off by Hoechst AG and listed on the Frankfurt stock exchange and the NYSE. He was Senior Executive Vice President and Chief Financial Officer of Centeon LLC from 1997 to 1998. Over his career, he has led treasury, finance, audit and investor relations functions of US and international companies and had general manager, executive and director roles in various wholly-owned and joint venture operations. Mr. Premdas holds a BA from Brown University and an MBA from the Harvard University Graduate School of Business. He served as a member of the Board of Directors of Compass Minerals International, Inc. (NYSE) until May 2015. Mr. Premdas has been our Audit Committee Chairman and the Board of Director’s audit committee financial expert since 2008. The Company’s financial compliance programs and policies benefit from Mr. Premdas’ particular input and skilled guidance. Mr. Premdas’ combination of financial and international business management experience make him a valuable member of our Board of Directors.

~~Dr. John Y. Televantos,~~ age 63, a Class 3 director whose current term expires in 2017, has been a director since February 2005, and lead director since August 2010. Dr. Televantos is a Partner at Arsenal Capital Partners, Inc., a private equity investment firm, where he leads the Chemicals and Materials practice of the firm. Dr. Televantos was formerly with Hercules, Inc., a chemical manufacturing company, as President of the Aqualon Division and as Vice President of Hercules, Inc. from April 2002 through February 2005. Dr. Televantos holds B.S. and Ph.D. degrees in Chemical Engineering from the University of London, United Kingdom. In addition to Dr. Televantos’ experience in the chemical manufacturing industry and management of publicly traded chemical manufacturing entities, Dr. Televantos is also significantly involved in private equity markets and processes involving chemical manufacturing companies. Collectively, these make Dr. Televantos a valuable member of the Board of Directors.

Director Independence

The Board ~~of Directors~~ has made an affirmative determination that each of the Company’s directors, other than Mr. ~~Rossi and Mr.~~ Harris is independent, as ~~such term~~ is defined under the NASDAQ Marketplace Rules.

Meeting Attendance

During fiscal ~~2015,~~2019, the Board ~~of Directors~~ held five regular ~~meetings and one special meeting.~~meetings. Each director attended at least 75% of the meetings of the Board held when hehe/she was a director and of the meetings of those Committees of the Board on which hehe/she served.

~~The Company has a policy of strongly encouraging directors to attend the annual meeting of stockholders. Historically, attendance has been excellent. Five members of the~~Current Board ~~of Directors attended the Company’s 2015 annual meeting of stockholders.~~

Leadership Structure

~~Committees of the Board of Directors~~

The Company’s Board of Directors has a standing Audit Committee, Executive Committee, Compensation Committee, and Corporate Governance and Nominating Committee. The Board of Directors appoints the members of each Committee. In 2015, the Audit Committee held three regular meetings and four telephonic or special meetings and each of the Compensation Committee andBalchem’s Corporate Governance and Nominating Committee ~~held three meetings. The Executive Committee did not meet in 2015.~~

~~Audit Committee~~. ~~The Audit Committee is directly responsible for appointing, compensating and overseeing~~continuously reviews the ~~work~~functioning of the ~~Company’s independent registered public accounting firm. The Audit Committee also assists the~~ Board ~~of Directors in fulfilling~~and makes recommendations (based on its ~~oversight responsibilities with respect to the Company’s financial reporting, internal controls and procedures, and audit functions. The primary duties and responsibilities~~determination of the ~~Audit Committee are to (i) monitor the integrity~~best interests of ~~the Company’s financial reporting process~~our shareholders and systems of internal controls regarding finance, accounting, and legal compliance, (ii) monitor the independence, qualifications and performance of the Company’s independent auditors, (iii) establish policies and proceduresconsistent with respect to enterprise risk assessment and risk management, (iv) review Company procedures for identifying, monitoring, and mitigating risk exposures, and (v) provide an avenue of communication among the independent auditors, management and the Board of Directors. The Audit Committee’s role with respect to the Company’s risk oversight is discussed under the section below entitled below entitled “Board Role in Risk Oversight”. The Audit Committee also monitors and, if necessary, investigates, reports made to the Company’s hotline dedicated for the notification of potential financial fraud under the Sarbanes-Oxley Act of 2002. Responsibilities, activities and independence of the Audit Committee are discussed in greater detail under the section of this Proxy Statement entitled “Audit Committee Report.”

~~The Board of Directors of the Company has adopted a written charter for the Audit Committee, which is available on the Corporate~~our Governance ~~page in the Investor Relations section of the Company’s website,~~ ~~www.balchem.com~~. The current members of the Audit Committee are Messrs. Premdas (Chair), Coombs, Fischer and McMillan. The Board of Directors of the Company has determined that the Audit Committee Chairman, Mr. Premdas, qualifies as an “audit committee financial expert,” as defined by SEC rules, and that all members of the Audit Committee are “independent” under the NASDAQ Marketplace Rules and SEC independence requirements applicable to audit committee members.

~~Compensation Committee. The duties of the Compensation Committee are, among other things, to (i) review, approve and recommend~~Guidelines) to the Board ~~of Directors for approval a compensation program, including incentives, for~~regarding the Chief Executive Officer (“~~CEO”~~CEO”), Chairman of the Board (the “Chairman”) and ~~senior executives~~Lead Director.

The Governance Guidelines do not require the Chairman to be independent and do not require separation of the ~~Company (the~~Chairman and CEO may not be present during deliberations or voting on his compensation), (ii) recommend to the Board of Directors for approval the compensation of directors, and (iii) administer the Company’s equity compensation plans, including the 1999 Stock Plan, as amended on June 20, 2013, for officers, directors, directors emeritus and employees of and consultants to the Company and its subsidiaries (referred to in this Proxy Statement as the “1999 Stock Plan” or the “Stock Plan”).

positions.

The Board of Directors of the Company has adopted a written charter for the Compensation Committee, which is available on the Corporate Governance page in the Investor Relations section of the Company’s website, ~~www.balchem.com. The current members of the Compensation Committee are Dr. Televantos (Chair)~~ and ~~Messrs. Fischer and McMillan, each of whom is independent, as such term is defined under the NASDAQ Marketplace Rules.~~

~~Corporate Governance and Nominating Committee~~. ~~The duties of~~ the Corporate Governance and Nominating Committee regularly consider the appropriate leadership structure for the Company and have concluded that the Company and its shareholders are ~~among other things, to (i) consider and make recommendations to~~best served by the Board ~~concerning the appropriate size, function~~ and needs of the Board, (ii) determine the criteria for Board membership, oversee searches and evaluate and recommend candidates for election to the Board, (iii) evaluate and recommend to the Board responsibilities of the Board committees, (iv) annually review and assess the adequacy of the Company’s Corporate Governance Guidelines and recommend any changes to the Board for adoption, (v) annually evaluate its own performance as well as oversee an annual self-evaluation of the Board and other Board Committees, (vi) oversee compliance with the Company’s Stock Ownership Policies, (vii) consider matters of corporate social responsibility and corporate public affairs related to the Company’s employees and stockholders, (viii) recruit and evaluate new candidates for nomination by the full Board for election as directors, (ix) prepare and update an orientation program for new directors, (x) evaluate the performance of current directors in connection with the expiration of their term in office providing advice to the full Board as to nomination for reelection, and (xi) annually review and recommend policies on director retirement age.

~~The Board of Directors of the Company has adopted a written charter for~~ the Corporate Governance and Nominating Committee ~~which is available on~~retaining discretion to determine whether the ~~Corporate Governance page in the Investor Relations section of the Company’s website,~~ ~~www.balchem.com~~. same individual should serve as both CEO and Chairman.

The ~~current members of~~Board and the Corporate Governance and Nominating Committee ~~are Messrs. McMillan (Chair), Premdas and Coombs and Wineinger, each of whom~~believe that it is ~~independent, as such term is defined under~~important to retain the ~~NASDAQ Marketplace Rules.~~

~~Executive Committee~~. ~~The Executive Committee is authorized~~flexibility to ~~exercise all~~make this determination based on what it believes will provide the powers of the Board of Directors in the interim between meetings of the Board, subject to the limitations imposed by Maryland law. The Executive Committee is also responsible for: (i) the recruitment, evaluation and selection of suitable candidatesbest leadership structure for the ~~position of~~Company at any given time.

Mr. Harris, our President and CEO, ~~for approval by~~has been the ~~full Board; (ii) the preparation, together with the Compensation Committee, of objective criteria for the evaluation of the performance of the CEO;~~Chairman since January 1, 2017. The Board and ~~(iii) reviewing the CEO’s plan of succession for key executives of the Company. The current members of the Executive Committee are Dr. Televantos (Chair), Mr. Fischer and Mr. McMillan.~~

~~Nominations of Directors~~

The Corporate Governance and Nominating Committee considers re-nominating incumbent directors who continue to satisfy the Company’s criteria for membership on the Board; whom the Board believes will continue to make contributions to the Board; and who consent to continue their service on the Board. If the incumbent directors are not nominated for re-election or if there is otherwise a vacancy on the Board, the Corporate Governance and Nominating Committee ~~will solicit recommendations for nominees from persons~~currently believe that ~~they believe~~the Company and its shareholders are ~~likely to be familiar with qualified candidates, including~~best served by having Mr. Harris serve in both positions. The Board ~~members~~ and members of management. The Corporate Governance and Nominating Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. The Corporate Governance and Nominating Committee also considers independent director candidates recommended by one or more substantial, long-term stockholders. Generally, stockholders who individually or as a group hold 5% or more of the Company’s common stock and have continued to do so for over one year will be considered substantial, long-term stockholders. In order to be considered by the Corporate Governance and Nominating Committee believe several factors support this decision. These include:

The combined Chairman and CEO structure promotes decisive leadership, ensures clear accountability and enhances our ability to communicate with a single and consistent voice to shareholders, employees and other stakeholders.

Mr. Harris is thoroughly familiar with our business and the ~~names~~challenges the Company faces in the current environment and is best situated to lead and focus discussions on those critical matters affecting the Company, which increases the effectiveness of ~~such nominees, accompanied by relevant biographical information, must be properly submitted, in writing, to~~Board meetings.

Finally, the ~~Secretary~~combination of the ~~Company~~Chairman and the CEO position succeeds because of the engaged, knowledgeable involvement of our Board in combination with our culture of open communication with the CEO and senior management, enabling the CEO to be an effective conduit between management and the Board.

Lead Director

Our board leadership structure is supported by the ~~deadline for including shareholder proposals~~active function of the Lead Director, who provides and confirms the necessary independence in the Company’s proxy materials as set forth below in “Stockholder Proposals for 2017 Annual Meeting.” Stockholder nominations that comply with these procedures and that meet the criteria outlined above will receive the same consideration that other candidates receive.

The Corporate Governance and Nominating Committee and the Board have adopted guidelines for identifying or evaluating nominees for directors, including incumbent directors and nominees recommended by stockholders. The Company’s current policy is to require that a majorityfunctioning of the Board of Directors be independent; at least four of the directors have the financial literacy necessary for service on the audit committee and at least one of these directors qualifies as an audit committee financial expert. In addition, directors may not serve on the boards of more than three other public companies without the approval of the Board of Directors and directors must satisfy the Company’s age limit policy for directors, which require that a director retire at the conclusion of his or her term in which he or she reaches the age of 70. The guidelines for nomination for a position on the Board of Directors provide for the selection of nominees based on the nominee’s skills, achievements and knowledge, and also contemplate that the following will be considered, among other things, in selecting nominees: experience and skills in areas critical to understanding the Company and its business; personal characteristics, such as integrity and judgment; and the candidate’s ability to commit to the Board of Directors of the Company. Members of the Corporate Governance and Nominating Committee (and/or the Board) also meet personally with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Further, in considering nominations, the Governance and Nominating Committee takes into account how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board.

~~Lead Director~~

The Board of Directors has had a Lead Director since 2005. Dr. Televantos has been the Lead Director since August 2010. The Lead Director ~~functions, in general, to reinforce~~role reinforces the independence of the Board ~~of Directors of the Company,~~ and is appointed on a rotating basis from the independent directors.

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The Lead Director serves at the pleasure of the Board and, in any event, only so long as that person shall be an independent director of the Company. The Corporate Governance and Nominating Committee annually reviews ~~annually~~ the functions of the Lead Director and recommends to the Board any changes that it considers appropriate. The Lead Director provides a source of Board leadership complementary to that of the ~~Chairman of the Board.~~ Chairman.

The Lead ~~Director is responsible for, among other things, (i)~~ Director’s responsibilities include:

(1)	working with the Chairman and other directors to set agendas for Board meetings;

(2)	together with the Executive Committee, providing leadership in times of crisis;

(3)	reviewing the individual performance of each of the directors with the Chair of the Corporate Governance and Nominating Committee;

(4)	chairing regular meetings of independent Board members without management present (executive sessions);

(5)	acting as liaison between the independent directors and the Chairman; and

(6)	chairing Board meetings when the Chairman is not in attendance.

Communicating with the Chairman and other directors to set agendas for Board meetings; (ii) providing leadership in times of crisis together with the Executive Committee; (iii) reviewing the individual performance of each of the directors with the Chair of the Corporate Governance and Nominating Committee; (iv) chairing regular meetings of independent Board members without management present (executive sessions); (v) acting as liaison between the independent directors and the Chairman; and (vi) chairing Board meetings when the Chairman is not in attendance.

~~Board Role in Risk Oversight~~

While our Board provides direct risk oversight, the Company is transitioning from risk oversight through the Audit and Governance Committees to primary risk oversight through the Audit Committee. The Board and the Audit Committee has and will regularly discuss with management our major risk exposures, their potential financial impact on the Company and the management thereof. In particular, the Audit Committee receives, or arranges for the Board of Directors to receive, periodic reports from management on areas of material risk to the Company, including financial, operational, legal, regulatory and strategic risks. The Company has initiated an enterprise risk management effort led by its Internal Audit function. The Company does not have a chief risk officer; therefore, the Audit Committee receives these reports from the member of management tasked with the responsibility to understand, manage and mitigate the particular risks. The Chairman of the Audit Committee reports on the discussion to the full Board during the Committee reports portion of the next Board meeting, which enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to cross-discipline risks and interrelated risks. The Company believes that our Board leadership structure (separate Chairman of the Board and Chief Executive Officer) optimizes risk oversight. The Compensation Committee also evaluates risk, as such relates to our compensation program. Please refer to the discussion in the Compensation Discussion and Analysis under the section “Risk Considerations in our Compensation Program”.

~~Communicating With the Board of Directors~~

Members of the Board and executive officers are accessible by mail in care of the Company. Any matter intended for the Board, or for any individual member or members of the Board, should be directed to the General Counsel with a request to forward the communication to the intended recipient. In the alternative, ~~stockholders~~shareholders can direct correspondence to the Board via the Chairman, or to the attention of the Lead Director, in care of the Company at the Company’s principal executive office address, 52 Sunrise Park Road, New Hampton, NY 10958. The Company will forward such communications, unless of an obviously inappropriate nature, to the intended recipient.

Executive Sessions of the Board of Directors

The Company’s independent directors meet regularly in executive sessions following each regularly scheduled meeting of the ~~Board of Directors.~~Board. These executive sessions are presided over by the Lead Director.

Committees of the Board of Directors

The Company’s Board has the following standing committees:

(1)	Audit Committee;

(2)	Executive Committee;

(3)	Compensation Committee; and

(4)	Corporate Governance and Nominating Committee.

The Board appoints the members of each Committee.

Paul Coombs

David Fisher

Daniel Knutson

Chair

Joyce Lee

Perry Premdas

Dr. John Televantos

Chair

Matthew Wineinger

Chair

Number of Committee Meetings Held in 2019

6
(3 Telephonic)

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Audit Committee

The Audit Committee is directly responsible for appointing, compensating and overseeing the work of the Company’s independent registered public accounting firm. The Audit Committee also assists the Board in fulfilling its oversight responsibilities with respect to the Company’s financial reporting, internal controls and procedures, and audit functions.

The primary duties and responsibilities of the Audit Committee are to:

(1)	monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance;

(2)	monitor the independence, qualifications and performance of the Company’s independent auditors;

(3)	establish policies and procedures with respect to enterprise risk assessment and risk management;

(4)	review Company procedures for identifying, monitoring, and mitigating risk exposures; and

(5)	provide an avenue of communication among the independent auditors, management and the Board.

The Audit Committee’s role with respect to the Company’s risk oversight is discussed under the section below entitled below entitled “Corporate Risk Oversight”. The Audit Committee also monitors and, if necessary, investigates, reports made to the Company’s hotline. Responsibilities, activities and independence of the Audit Committee are discussed in greater detail under the section below entitled “Audit Committee Report.”

The Board has adopted a written charter for the Audit Committee, which is available on the Corporate Governance page in the Investor Relations section of the Company’s website, www.balchem.com. The Board has determined that the Audit Committee Chairman, Mr. Knutson, qualifies as an “audit committee financial expert,” as defined by SEC rules, and that all members of the Audit Committee are “independent” under the NASDAQ Marketplace Rules and SEC independence requirements applicable to audit committee members.

With respect to Corporate Risk Oversight, while our Board provides direct risk oversight, responsibility for risk oversight is primarily administered through the Audit Committee.

The Board and the Audit Committee have, and will, regularly discuss with management our major risk exposures, their potential financial impact on the Company and the management thereof.

(1)	The Audit Committee receives, or arranges for the Board to receive, periodic reports from management on areas of material risk to the Company, including financial, operational, legal, regulatory and strategic risks (the “Company Risk Reports”).

(2)	The Audit Committee receives the Company Risk Reports from members of management tasked with the responsibility to understand, manage and mitigate the risks (with the Company’s enterprise risk management effort being led by its Internal Audit function).

(3)

The Chairman of the Audit Committee reports on its discussion of the Company Risk Reports to the full Board during the Committee reports’ portion of the Board meeting following the receipt of said Company Risk Reports, which enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to cross-discipline risks and interrelated risks.

The Compensation Committee also evaluates risk, as such relates to our compensation program. Please refer to the discussion in the Compensation Discussion and Analysis under the section “Risk Considerations in our Compensation Program”.

Compensation Committee

The duties of the Compensation Committee are, among other things, to:

(1)	ensure that all compensation and benefit plans are aligned with the interests of shareholders and meet the needs of the Company and its employees;

(2)	review, approve and recommend to the Board for approval a compensation program, including incentives, for the CEO and senior executives of the Company (the CEO may not be present during deliberations or voting on his compensation);

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(3)	recommend to the Board for approval the compensation of directors; and

(4)	administer the Company’s equity compensation plans.

The Compensation Committee solicits input from our CEO with respect to the performance of our executive officers and their compensation levels no less than once per calendar year, usually in the first quarter. The members of our Compensation Committee have extensive and varied experience with various public and private corporations - as investors and shareholders, as senior executives, and as directors ~~presently consist~~charged with the oversight of management and the setting of executive compensation levels.

The Board has adopted a written charter for the Compensation Committee, which is available on the Corporate Governance page in the Investor Relations section of the Company’s website, www.balchem.com. The current members of the Compensation Committee are all independent, as such term is defined under the NASDAQ Marketplace Rules.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual. In particular, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are (a) “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 and (b) “outside directors” for Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

In setting 2019 director and executive compensation the Compensation Committee engaged Mercer, LLC (“Mercer”), an independent executive compensation advisory firm, to provide survey data and advice on market trends on director and executive compensation.

In early 2019, the Compensation Committee reviewed with senior management its recommendations and basis for Company performance goals for payouts of 2019 annual incentive awards and long-term compensation awards. Following this discussion, the Compensation Committee set the 2019 Company performance goals for annual incentive awards and long-term compensation awards and also approved the long-term compensation awards. For information regarding the Compensation Committee’s role, absence of conflicts and fees, among other matters, see “Compensation Discussion and Analysis.”

Corporate Governance and Nominating Committee

The duties of the Corporate Governance and Nominating Committee include:

(1)	considering and making recommendations to the Board concerning the appropriate size, function and needs of the Board;

(2)	determining the criteria for Board membership, overseeing searches and evaluating and recommending candidates for election to the Board;

(3)	evaluating and recommending to the Board responsibilities of the Board committees;

(4)	annually reviewing and assessing the adequacy of the Governance Guidelines and recommending any changes to the Board for adoption;

(5)	annually evaluating its own performance as well as overseeing an annual self-evaluation of the Board and other Board Committees;

(6)	overseeing compliance with the Company’s Stock Ownership Policies;

(7)

considering matters of corporate social responsibility, including reviewing the Company’s activities and practices regarding environmental, social and related governance, including sustainability (“ESG”) matters that are significant to the Company and periodically reviewing the Company’s ESG strategy, initiatives and policies;

(8)	recruiting and evaluating new candidates for nomination by the full Board for election as directors,

(9)	preparing and updating an orientation program for new directors;

(10)	evaluating the performance of current directors in connection with the expiration of their term in office providing advice to the full Board as to nomination for reelection; and,

(11)	annually reviewing and recommending policies on director retirement age.

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The Board has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on the Corporate Governance page in the Investor Relations section of the Company’s website, www.balchem.com. The current ~~directors, except~~members of the Corporate Governance and Nominating Committee are all independent, as such term is defined under the NASDAQ Marketplace Rules.

Executive Committee.

The Executive Committee is authorized to exercise all the powers of the Board in the interim meetings of the Board, subject to the limitations imposed by Maryland law. The Executive Committee is also responsible for:

(1)	the recruitment, evaluation and selection of suitable candidates for the position of CEO, for approval by the full Board;

(2)	the preparation, together with the Compensation Committee, of objective criteria for the evaluation of the performance of the CEO; and

(3)	reviewing the CEO’s plan of succession for key executives of the Company.

The current members of the Executive Committee are Dr. Televantos (Chair), Mr. ~~Rossi~~Fischer and Mr. ~~Harris.~~Premdas.

Nominations of Directors

~~Executive Officers~~The Corporate Governance and Nominating Committee considers re-nominating incumbent directors who continue to satisfy the Company’s criteria for membership on the Board, particularly whether the director will continue to make meaningful contributions to the Board. When vacancies take place on the Board, the Committee will solicit recommendations from Board members, members of management and others likely to be familiar with qualified candidates.

~~Set~~The Committee may also engage a professional search firm to assist in identifying qualified candidates, as well as candidates recommended by one or more substantial, long-term shareholders. Generally, shareholders who individually or as a group hold 5% or more of our Common Stock and have continued to do so for over one year will be considered substantial, long-term shareholders. To be considered by the Committee, the names of such nominees along with relevant biographical information must be properly submitted to the Secretary of the Company by the deadline for including shareholder proposals as set forth below in “Shareholder Proposals for 2021 Annual Meeting of Shareholders.” Shareholder nominations that comply with these procedures and meet the criteria outlined above will receive the same consideration that other candidates.

The Company’s current policy is ~~certain information concerning the executive officers~~to require that a majority of the Board of Directors be independent. In addition, directors may not serve on the boards of more than three other public companies without the approval of the Board and directors must satisfy the Company’s age limit policy for directors, which require that a director retire at the conclusion of his or her term in which he/she or she reaches the age of 70.

Nominees for the Board must meet the following criteria:

(1)	have experience and skills in areas critical to understanding the Company and its business;

(2)	possess certain personal characteristics, such as integrity and judgment;

(3)	have a diverse background of experience and perspectives (including business experience, geographic origin, age, gender, and ethnicity); and

(4)	have sufficient ability to commit the necessary time and effort required to serve on the Board.

Members of the Corporate Governance and Nominating Committee (and/or the Board) also meet personally with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment.

The Board believes that diversity within a Board promotes the inclusion of different perspectives and ideas and ensures that the Company benefits from all available talent. Therefore, the Board evaluates each candidate in the context of the Board as a whole, with the objective of recommending an individual that can

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best perpetuate the success of the Company and represent shareholder interests through the exercise of sound judgment based upon a diversity of background, experience and perspectives.

Director Compensation

The Company pays each of its directors, other than Mr. Harris, an annual retainer of $30,000 and $4,000 for each Board meeting attended, plus expenses.

Committee members earn a fee of $1,000, plus expenses, for each Committee meeting attended.

Committee Chairman receive the following additional annual retainers:

(1)	the Lead Director – $16,000;

(2)	the Chairman of the Audit Committee – $12,000;

(3)	the Chairman of the Compensation Committee – $10,000; and,

(4)	the Chairman of the Corporate Governance and Nominating Committee – $8,000.

The Company has a Stock Ownership Policy that applies to directors. See “Stock Ownership Requirements; Trading Limitations.”

The following table discloses the fees, equity awards, and other compensation earned, paid, or awarded to each of the Company’s directors (other than Mr. Harris, whose ~~background~~compensation is ~~described above under~~set forth in the ~~caption “Nominees for Election as Director”).~~Summary Compensation Table below) during the fiscal year ended December 31, 2019.

Name	Fees	Stock Awards(1)(2)	All Other Compensation ($)	Total ($)
Paul Coombs	$56,000	$ 130,836	0	$186,836
David Fischer	$56,000	$ 130,836	0	$186,836
Daniel Knutson	$65,000	$ 130,836	0	$195,836
Joyce Lee	$19,000	$0	0	$19,000
Perry Premdas	$56,000	$ 130,836	0	$186,836
John Televantos	$83,500	$ 130,836	0	$214,336
Matthew Wineinger	$64,000	$ 130,836	0	$194,836

(1)

On February 13, 2019, each director, other than Mr. Harris and Ms. Lee (who was elected to the Board in September 2019), was granted 778 Time-Based Restricted Shares (as defined below) and 3,587 Stock Options (as defined below). The Time-Based Restricted Shares cliff vest after three years. The grant date fair value per share of each share of restricted stock was $84.09. The Stock Options have a strike price of $84.09 per share and expire on February 13, 2029.

(2)	The following table shows the aggregate number of Stock Options and stock awards outstanding for each outside director as of December 31, 2019:

Name	Aggregate Stock Options Outstanding as of 12/31/2019	Aggregate Stock Awards Outstanding as of 12/31/2019
Paul Coombs	6,970	4,719
David Fischer	6,970	4,719
Daniel Knutson	6,970	1,623
Perry Premdas	6,970	4,719
Joyce Lee	0	0
John Televantos	6,970	4,719
Matthew Wineinger	6,970	4,719

~~William A. Backus,~~ ~~CPA, age 50, has been Chief Financial Officer and Treasurer since June 2014. He was Chief Accounting Officer and Assistant Treasurer~~Under the director Time-Based Restricted Shares grant agreements, restricted shares vest in full, three years from grant, or upon an earlier change of control of the Company, ~~since June 2011, and was Controller~~provided the grantee is a director of the Company on that date. The restricted shares will also vest in full upon the grantee’s death. In the event of: (1) the grantee’s retirement from ~~January 2006~~the Company’s Board at or after age 70; (2) the grantee’s major disability, or (3) the grantee’s resignation from the Board of Directors due to ~~June 2011. He was Controller~~a conflict of ~~Stewart EFI, LLC, a precision metal component manufacturer, from 1999 through 2005.~~interest or serious illness, the number of restricted shares that shall vest upon any of such aforementioned events shall be the number of whole shares equal to the

~~Frank J. Fitzpatrick, CPA, age 55, has been Vice President, Administration since June 2014. He was Chief Financial Officer~~

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product of (A) 1/36 of the total number of Restricted Shares subject to this Grant and (B) the number of full months of that Grantee has served on the Board from the date of this Agreement to the date of Grantee's retirement or resignation, as applicable; and all Restricted Shares not so vested shall be immediately forfeited.

The Company ~~from January 2004~~does not pay any other direct or indirect compensation to ~~June 2014~~directors in their capacity as such.

Codes of Business Conduct and Treasurer of the Company from June 2003 to June 2014, and was Controller of the Company from April 1997 to January 2004. He was Director of Financial Operations/Controller of Alliance Pharmaceutical Corp., a pharmaceuticals company, from September 1989 through March 1997.Ethics

~~Matthew D. Houston,~~ age 52, has been General Counsel of the Company since January 2005 and Secretary since June 2005. He was General Counsel and Secretary of Eximias Pharmaceutical Corporation, a privately held corporation, from 2001 to 2004. Mr. Houston also held several internal counsel positions at BASF Corporation, from 1994 to 2001. Mr. Houston received a Juris Doctor degree from Saint Louis University.

~~David F. Ludwig,~~ age 58, has been Vice President and General Manager, Specialty Products since July 1999 and an executive officer of the Company since June 2000. He was Vice President and General Manager of Scott Specialty Gases, a manufacturer of high purity gas products and specialty gas blends, from September 1997 to June 1999. From 1986 to 1997 he held various international and domestic sales and marketing positions with Engelhard Corporation’s Pigments and Additives Division.

Balchem’s Code of Business Conduct and Ethics applies to all its employees, directors and officers.

~~The Company has adopted~~Additionally, a Code of Ethics for Senior Financial Officers that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Corporate Controller. The Company has also adopted a Business Ethics Policy applicable to its employees and a further Policy Statement which confirms that, as and when appropriate, the Business Ethics Policy and the Code of Ethics for Senior Financial Officers are applicable to the Company’s directors and officers.

Any waiver of any provision in ~~the Code~~either of ~~Ethics or Business Ethics Policy~~these codes in favor of members of the Board or in favor of executive officers may be made only by the Board. Any such waiver, and any material amendment to such ~~Code,~~Codes, will be publicly disclosed in a Current Report on Form ~~8-K. The Code of Ethics and Business Ethics Policy and further Policy Statement~~8-K filed with the SEC.

Both codes are available on the Corporate Governance page in the Investor Relations section of the Company’s website: www.balchem.com.

Sustainability

We are committed to running our business in a way that respects the overall environment in which we operate. Therefore, corporate responsibility and sustainability play an important role in our strategies and long-term value creation for our stakeholders. We believe that our sustainability practices require transparency and accountability.

The Company issues a sustainability report on an annual basis. The report is the result of a process of engagement with select constituents to understand their sustainability interests and concerns and capture Balchem’s efforts and achievements in key areas of sustainability. The report can be found at the Balchem website ~~www.balchem.com~~.www.balchem.com. Our Corporate Governance and Nominating Committee, in connection with its responsibility for reviewing the Company’s activities and practices regarding environmental, social and related governance matters, maintains responsibility for oversight of our sustainability-related practices and monitors the Company’s progress in this area.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, ~~and executive officers~~NEOs and holders of more than 10% of the Company’s Common Stock to file with the ~~Securities and Exchange Commission~~SEC initial reports of ownership and reports of any subsequent changes in ownership of Common Stock and other equity securities of the Company. Specific due dates for these reports have been established and the Company is required to disclose any failure to file by these dates.

Based upon a review of such reports furnished to the Company, or written representations that no reports were required, the Company believes that during the fiscal year ended December 31, ~~2015,~~2019, its officers and directors and holders of more than 10% of the Company’s Common Stock timely complied with Section 16(a) filing date requirements with respect to transactions during such year.

Compensation Committee Interlocks and Insider Participation

Messrs. Fischer, ~~and McMillan~~Premdas, Wineinger and Dr. Televantos, each of whom is a director of the Company, served as the members of the Compensation Committee during ~~2015.~~2019. None of Messrs. Fischer, ~~or McMillan or~~Premdas, Wineinger, nor Dr. ~~Televantos~~Televantos: (i) was, during the last completed fiscal year, an officer or employee of the Company, (ii) was formerly an officer of the Company or (iii) had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Securities Act of 1933, as amended.

During ~~2015,~~2019, there were no interlocking relationships between the ~~Company’s~~

Board ~~of Directors~~ or Compensation Committee, or the board of directors or compensation committee of any other company that are required to be disclosed under Item 407 of Regulation S-K.

~~Compensation Committee and Processes~~

During the fiscal year ended December 31, 2015, our Compensation Committee held primary responsibility for determining executive compensation levels. The Compensation Committee is composed of three independent directors. The Compensation Committee solicits, receives and analyzes compensation recommendations from Company management and consultants to determine each facet of the compensation for our executive officers. The Compensation Committee also administers our 1999 Stock Plan. The Compensation Committee solicits input from our CEO with respect to the performance of our executive officers and their compensation levels no less than once per calendar year, usually in the first quarter.

The members of our Compensation Committee have extensive and varied experience with various public and private corporations - as investors and stockholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. In addition to the extensive experience and expertise of the Compensation Committee’s members and their familiarity with the Company’s performance and the performance of our executive officers, the Compensation Committee is able to draw on the experience of other directors and on various legal and accounting executives employed by the Company, and the Compensation Committee has access to readily available public information regarding executive compensation structure and the establishment of appropriate compensation levels.

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~~EXECUTIVE COMPENSATION~~

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This Compensation Discussion and Analysis (“CD~~&A”~~&A”) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee ~~(the “Compensation Committee”) of the Board of Directors~~ has made under those programs and the factors considered in making those decisions. This CD&A focuses on the compensation of our ~~named~~NEOs.

NAMED EXECUTIVE OFFICERS

Our NEOs for 2019 are, in addition to Mr. Harris (whose background is described above under the caption “Continuing Directors’ Biographical Information”), the following individuals:

	NEO NAME			NEO TITLE
	Martin Bengtsson			Chief Financial Officer
	David F. Ludwig			Retired Vice President and General Manager, Specialty Products (until December 31, 2019) and Industrial Products (until August 2019)
	Scott C. Mason			Vice President of Manufacturing and Supply Chain and Vice President and General Manager, Industrial Products (beginning in August 2019)
	Mark A. Stach			General Counsel
	William A. Backus			Chief Accounting Officer⁽¹⁾

(1)	As Mr. Backus served as the Company’s principal financial officer during a portion of 2019, information with respect to his compensation is being provided in accordance with Item 402(a)(3)(ii) of Regulation S-K.

WHAT WE DO AND DO NOT DO

	WE DO			WE DO NOT
	Target total direct compensation for our NEOs generally at the 50^th percentile.			Allow hedging or pledging of Company securities for any employee (including our NEOs) or director.
	Pay for performance and, accordingly, a significant portion of each NEOs total compensation opportunity is “at risk” and dependent upon achievement of specific corporate and individual performance goals, resulting in lesser emphasis on fixed base salary.			Encourage unnecessary or excessive risk taking as a result of our compensation policies and practices.
	Base our short-term incentive plan on multiple performance measurements, including both financial and operational metrics.			Have employment agreements with any of our NEOs other than our CEO.
	Complement our annual compensation to each NEO with time-based and performance-based multi-year vesting schedules and performance cycles for equity incentive awards.			Provide a defined benefit pension plan or any supplemental executive retirement plan or other form of non-qualified retirement plan for our NEOs.
	Base any annual base salary adjustments and annual long-term equity awards to our NEOs, partially, on prior-year individual performance.			Provide for any “gross ups” for any excise taxes imposed with respect to Section 280G (change-in-control payments) or Section 409A (nonqualified deferred compensation) of Internal Revenue Code of 1986, as amended (the “Code”).
	Select and use a similarly-sized peer group to assess the compensation of our NEOs and a publicly traded peer group to compare and rank the Company's total shareholder return.			Except as provided in a single employment agreement, provide for single-trigger vesting acceleration upon a change in control of the Company.
	Maintain a claw-back policy pursuant to which the Company can seek reimbursement of either cash or equity-based incentive compensation in the event of a financial restatement.			Allow: (i) any repricing of Stock Options (as defined below)/Stock Appreciation Rights (“SARs”) without shareholder approval or (ii) for the unlimited transferability of awards

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	WE DO			WE DO NOT
	Have stock ownership guidelines for our executives and non-employee directors.			Have an employee stock purchase plan.
	Maintain a Compensation Committee, which is comprised solely of independent directors.
	For awards in 2017 and thereafter, provide for minimum vesting of awards and maximum award limits.
	Ensure that a significant portion of our non-employee director compensation consists of Time-Based Restricted Shares.
	Annually benchmark executive compensation against that of a peer group of companies.
	Consult with outside experts to determine the overall competitiveness of the Company’s executive compensation program.

Consideration of 2019 Shareholder Advisory Vote on Executive Compensation

At our 2019 annual meeting of shareholders, our shareholders once again expressed support for our compensation programs and the compensation of our NEOs, with an approval rate of 94.6% of votes cast “for” our management “Say on Pay” resolution. The Compensation Committee carefully evaluated the results of the 2019 “Say on Pay” vote and made no significant changes to the overall design of our compensation program during 2019. The Company communicates regularly with shareholders on various matters, including executive compensation, and seeks to incorporate shareholder input into its executive compensation practices. The Compensation Committee will continue to consider shareholder feedback and evolving best practices in making compensation decisions in future years and will continuously endeavor to ensure that management’s interests are aligned with those of our shareholders and support long-term value creation.

In addition, also driven in part by shareholder input and our continuing efforts to implement best practices in executive compensation, the following features are included in the Company’s 2017 Omnibus Incentive Plan (the “2017 Plan”):

Limitation on Shares: The maximum number of shares which may be issued under the 2017 Plan is 1,600,000 shares;

No Repricing of Stock Options or SARs: No repricing, amendment or exchange of outstanding Stock Options/SARs is allowed without shareholder approval;

No Discounted Awards: The exercise price per share of stock under a Stock Option SAR award must be not less than the fair market value of our Common Stock on the date of grant;

Minimum Vesting: Except for 5% of the shares authorized for grant under the 2017 Plan or as provided in an employment agreement as in effect on the effective date of the 2017 Plan, awards (other than cash performance awards) are generally subject to a minimum vesting period of one year;

Dividends or Dividend Equivalents: Dividends or dividend equivalents otherwise payable on an unvested award will accrue and be paid only when the vesting conditions applicable to the underlying award have been satisfied;

No “Liberal” Share Recycling: Recycling of shares used to satisfy the exercise price or taxes for any awards is prohibited;

No “Liberal” Change-in-Control: The consummation of a merger or similar transaction and a minimum acquisition of 50% of the outstanding shares is required before a change-in-control occurs;

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No Automatic “Single-Trigger” Vesting on Change-in-Control: Except as provided in an employment agreement as in effect on the effective date of the 2017 Plan, there is no automatic acceleration of outstanding awards upon the occurrence of a of a change-in-control;

Limitations on Awards to Non-Employee Directors: In the case of awards to non-employee directors, the maximum amount or value that may be granted in any calendar year (inclusive of cash compensation) may not exceed $800,000;

Compensation Recovery: In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws, the Compensation Committee would have the discretion to require reimbursement or forfeiture of certain excess performance-based awards received by certain executive officers ~~(“NEOs”) for 2015, which group included all~~ of ~~our executive officers for 2015. Because Mr. Rossi was~~the Company during the three completed fiscal years immediately preceding the date that the Company is required to prepare an ~~NEO for a portion~~accounting restatement; and

Section 162(m): Awards may (but need not) be structured to qualify as “performance based” under Section 162(m) of ~~2015, we have included him throughout this CD&A.~~the Code.

~~General~~ Compensation Objectives and ~~Guidelines~~Philosophy

The Company’s ~~overall~~ compensation philosophy ~~has been~~is to offer competitive salaries, cash incentives, equity awards and benefit plans consistent with peer entities, while considering the Company’s financial performance. Rewarding key employees who contribute to the continued success of the Company through cash compensation and equity participation are key elements of the Company’s compensation policy.

The Company’s executive compensation policy is designed to attract and retain key executives necessary for the Company’s short and long-term success by establishing a direct link between executive compensation and the performance of the Company, by rewarding individual initiative and the achievement of annual corporate goals through salary and cash bonus awards, and by providing equity awards, wherein executives are incentivized to generate enhanced stockholder value. To effectuateby:

(i)	establishing a direct link between executive compensation and the performance of the Company, by rewarding individual results and the achievement of annual corporate goals through salary and cash bonus awards; and

(ii)	providing equity awards, to incentivize executives to generate enhanced shareholder value.

Consistent with this philosophy, the Compensation Committee favors a “pay for performance” approach. As a result, our compensation program contains a mix of stable and ~~at risk~~at-risk compensation components, where a significant percentage of executive compensation is variable and tied to ~~individual and~~ corporate performance.

At our Annual Meeting of Stockholders in 2015, amongst other proposals, our stockholders overwhelmingly approved (on a non-binding basis) our compensation program for the Named Executive Officers as was presented in the 2015 Proxy Statement. As stated in our 2015 Proxy Statement, we will continue to hold annual non-binding votes of our stockholders regarding the approval of our executive compensation program.

Compensation Committee Methodology

NEOs Other than the CEO:

The CEO recommends to the Compensation Committee the amount of total annual compensation for each of the other ~~Named Executive Officers.~~ NEOs.

The CEO completes an annual performance assessment for each of the other ~~Named Executive Officers,~~NEOs, which is reviewed and considered by the Compensation ~~Committee in its deliberations of compensation amounts.~~ Committee.

The CEO:

The Compensation Committee conducts an annual performance appraisal of the CEO ~~based on~~using evaluation information solicited from each ~~of the~~ independent ~~members of the~~ Board ~~of Directors,~~members and recommends to the Board ~~of Directors~~ the annual compensation package for the CEO.

In determining the compensation of the Company’s ~~Named Executive Officers~~NEOs for ~~2015, including the compensation of the CEO,~~2019, the Compensation Committee considered ~~a number of~~many quantitative and qualitative performance ~~factors. The Compensation Committee’s considerations consisted of, but were not limited to, analysis of~~factors, including the ~~following factors:~~ financial performance of the Company, ~~including~~

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return on equity, cash flow, return on assets, growth, ~~of the Company,~~ management of assets, liabilities, capital, liquidity and risk. The Compensation Committee also considered intangible factors such as: the scope of responsibility of the NEO leadership within the Company, the community and the applicable industries in which the Company operates and the enhancement of shareholder value.

The Compensation Committee endeavors to balance short-term and long-term performance of the Company and cumulative shareholder value when establishing performance criteria for each of the ~~Named Executive Officers~~NEOs and for the management team as a group. In formulating total compensation, the Compensation Committee also considers intangible factors such as: the scope of responsibility of the executive; leadership within the Company, the community and the applicable industries in which the Company engages; and the enhancement of shareholder value.

All ~~of these~~ factors are considered in the context of the market for the Company’s products and services, and the complexity and difficulty of managing business risks in the prevailing economic conditions and regulatory environment. ~~The analysis is conducted with respect to each of the Named Executive Officers, including the CEO.~~

The Compensation Committee believes that the total compensation provided to the ~~Company’s Named Executive Officers~~NEOs is competitive and has been demonstrated as effective. Details regarding the NEO compensation ~~of each of the Named Executive Officers are~~is set forth in the tables that follow.

Compensation Consultants

The Compensation Committee has authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input concerning compensation matters, and to delegate any of its responsibilities to one or more directors or members of management, where it deems such delegation appropriate and permitted under applicable law.

~~In 2014,~~To better understand the compensation practices of similar companies, the Compensation Committee retained Towers Watson to provide survey data and advice on market trends in executive compensation. This work enabled the Compensation Committee to: (1) confirm that the Company’s executive compensation program is competitive, and (2) discuss alternative program designs. With respect to the engagement of Towers Watson, the Compensation Committee considered each of the six independence factors adopted by the SEC and NASDAQ under Exchange Act Rule 10C-1 and concluded that Towers Watson was independent and that its services to the Compensation Committee did not raise any conflict of interest. Towers Watson’s work in 2014 focused on an analysis of the overall competitiveness of our executive compensation program. In prior years, we have reviewed compensation data for an industry peer group, but in 2014 the Compensation Committee reviewed only published compensation survey data.

Towers Watson’s 2014 benchmarking of our compensation program related to the following pay elements: base salary, annual incentives, total cash compensation, equity-based compensation, and total direct compensation. Benchmarking data was compiled from general industry data from Towers Watson’s Top Management Compensation Survey, which was adjusted to our revenue size. The Company believes that the survey data is representative for executive compensation benchmarking purposes. As a general rule,may, from time to time, wereview data gathered from a custom peer group (“Peer Group”) The current Peer Group was identified by Mercer in 2018. Information gathered from the Peer Group serves as the primary reference point for the Compensation Committee with Mercer market survey data used as a secondary reference.

The following companies comprise the Peer Group:

American Vanguard Corp.	Ingevity Corporation	Phibro Animal Health
Chase Corporation	Innospec Inc.	Quaker Chemical Corp.
Ferro Corporation	J&J Snack Food Corp.	Sensient Technologies
FMC Corporation	Kraton Corporation	Stepan Company
FutureFuel Corporation	Lancaster Colony Corp.	Tootsie Roll Industries, Inc.
Hain Celestial Group	Minerals Technologies	W.R. Grace & Co.
H.B. Fuller Company	Newmarket Corporation

The Peer Group shown above was developed based on comparability to the Company in terms of industry and size, with data gathered from Peer Group proxy statements. We intend to continue to retain outside compensation consultants that will provide benchmarking data, which will continue to include published survey data and may include ~~“peer group”~~Peer Group data.

In 2014, the Compensation Committee also retained the Mercer Group, Inc. to review and provide consulting expertise regarding the Company’s Long Term Compensation Program. Recommendations resulting from the 2014 Mercer Group work on the Company’s Long Term Compensation Program (the “LTCP”) were implemented in 2015 and are discussed in the section below entitled “Equity Based Compensation”.

Benchmarks

While compensation survey data and benchmarking are useful guides for comparative purposes, we believe that a successful compensation program also requires the application of judgment and subjective determinations, particularly with respect to individual performance. Accordingly, our Compensation Committee applies its judgment to adjust and align each individual element of our compensation program with the broader objectives of the program. For example, we consider other factors, including, but not limited to, the Company’s historical compensation trends; recommendations of the CEO; the performance of the Company, its operating units and their respective executives; market factors such as the health of the economy and of the industries served by the Company; the availability of executive talent; executives’ length of service; and internal assessments and recommendations regarding particular executives. The compensation survey analysis for 2014 was not aimed at establishing exact benchmarks for our compensation program, but rather to provide a point of reference and a “reality check” to obtain a general understanding of the current compensation levels of companies of approximately our size in industries in which we operate.

The results of the analysis of the compensation survey, as well as the other sources consulted, showed that the Company’s executive base compensation is below the market median, and the Company’s total compensation levels are consistent with the market median compensation levels giving consideration to equity awards and at-risk/performance compensation. In addition, Towers Watson’s assessment confirmed that the relationship of the total compensation of the Chief Executive Officer and the Named Executive Officers is within standards identified by prominent proxy advisors and credit organizations as appropriate.

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Base Salary

Base salary ~~represents~~is the fixed component of ~~the executive compensation program. The base annual salaries we provide to our executive officers are intended as compensation for~~pay based on each ~~executive officer’s ongoing contributions~~

~~to the~~NEO’s job responsibilities, performance ~~of the area(s) for which they are responsible.~~and competitive benchmark data. Base salary also impacts annual incentive cash bonus ~~amounts~~opportunity and ~~long term~~long-term compensation, because they are based on a percentage of base salary.

~~In keeping with our compensation philosophy to~~To ensure we attract and retain ~~individuals of high quality, executive officer~~the leadership talent required to successfully lead the Company, NEO base salaries ~~have been set~~are targeted to be competitive with base ~~salaries~~salary compensation paid to ~~executive officers of comparable companies as referenced above. The~~Peer Group NEOs and other relevant external benchmarks derived from established market survey information. In establishing NEO base salaries, the Compensation Committee also considers: experience and industry ~~knowledge of the Named Executive Officers;~~knowledge; the quality and effectiveness of their ~~leadership at the Company;~~leadership; performance relative to total compensation; internal pay equity among the ~~Named Executive Officers~~NEOs and other Company senior executives; historical considerations; company strategy; retention factors and input from our CEO regarding individual performance.

~~The~~NEO base ~~annual salary levels of each of our executive officers~~salaries are reviewed annually and may be adjusted ~~from time to time~~ to recognize individual performance, promotions, competitive compensation levels, retention requirements, internal pay equity, overall budgetary considerations and other qualitative factors. As shown below in “Executive Compensation - Summary Compensation Table,” in 2015, the Compensation Committee increased the base salaries of the Named Executive Officers as a result of overall Company and individual performance in 2014.

Cash Based Incentives – Incentive Compensation Plan

~~Bonuses represent~~The Incentive Compensation Plan (“ICP”) represents a variable, at-risk, cash-based component of the ~~executive compensation program that is tied to both Company performance and individual achievement.~~NEOs’ compensation. The Company’s policy is to base a meaningful portion of ~~its executive officers’~~NEO cash compensation on ~~bonus opportunities. In determining bonuses,~~variable incentive opportunities that drives year-over-year financial performance to align NEO compensation opportunities directly with Company financial performance.

ICP awards are based on the two financial metrics as follows:

Company ~~considers factors such~~Adjusted EBITDA (defined as ~~the individual’s contribution to the Company’s performance and the relative performance of the Company during the year.~~

At the end of each calendar year, the Compensation Committee of the Board of Directors approves an Incentive Compensation Program for the succeeding calendar year (the “ICP”). The ICP provides for the awarding of cash bonus compensation to executive officers and certain other employees, based upon objective levels of achievement of specific goals established for the particular officer or employee, and for the weighting of those goals to determine the amount of the bonus. The goals require an individual to stretch beyond his or her defined job description responsibilities.

The process of establishing applicable goals requires a well-defined annual business plan and targets defined therein from which most ICP goals are measured. Our annual business plan evolves from our corporate strategic plan and is approved by the Board of Directors each December for the following fiscal year. Individual goals under the ICP are a composite of certain corporate goals and key segment/individual objectives; however, no bonuses, cash or otherwise, are required to be paid under the ICP unless the Company attains at least 90% of a target minimum consolidated earnings before interest, other expense/income, taxes, depreciation, amortization, stock-based compensation, acquisition-related expenses and ~~amortization (“EBITDA”). The Compensation Committee established such target level~~legal settlements, and the fair valuation of ~~EBITDA for the 2015 calendar year~~acquired inventory); and,

Free Cash Flow (defined as ~~part of the approval of the ICP for that year, based, amongst other things, upon the Company’s preliminary results of operations for the 2014~~ operating cash flow minus capital expenditures). The Company’s 2015 target EBITDA was set at $151,600,000. In addition, notwithstanding the general requirement that 90% of a target minimum EBITDA must be attained for any bonuses to be paid under the ICP,

Unless the Compensation Committee, in its discretion, ~~set~~determines otherwise, no ICP awards are payable unless the ~~target~~Company attains the Compensation Committee approved threshold minimum ~~level at which any bonuses would~~Adjusted EBITDA.

Adjusted EBITDA and Free Cash Flow are financial measures that are not in accordance with United States generally accepted accounting principles (“GAAP”). The Company believes that the use of these measures in the executive compensation context is helpful in evaluating and comparing our past financial performance with our future results.

These non-GAAP financial measures should not be ~~paid under~~considered a substitute for, or superior to, financial measures calculated in accordance with GAAP; however, the ~~ICP at 95% for 2015.~~

~~In addition to the EBITDA target goal, each ICP participant typically has 4-6 ICP goals, each of which constitutes a portion~~Company believes that they provide useful information about certain of the ~~individual’s target~~Company's core operating results and thus are appropriate to enhance the overall understanding of the Company's past financial performance and its prospects for the future in the context of evaluating the performance of our executive officers.

The Compensation Committee may also approve, at its discretion, ICP ~~bonus.~~ or discretionary cash-based awards at other times during the year in connection with new appointments or promotions. Our Compensation Committee does not time the issuance of incentive awards around our release of undisclosed material information.

ICP target ~~bonuses are based upon~~amounts for each NEO is expressed as a percentage of ~~each executive officer’s~~actual base ~~yearly salary. The~~salary earned during the applicable calendar year. For 2019, NEO ICP target bonus for Mr. Harris is 100% of his annual base salary; for Mr. Backus, 40% of his annual base salary; for Mr. Fitzpatrick, 45% of his annual base salary; for Mr. Ludwig, 35% of his annual base salary; for Mr. Houston, 25% of his annual base salary; and for Mr. Rossi Prior to his retirement, 100% of his annual base salary. These percentages were selected becausetargets were:

	NEO			ICP Target as a Percent of Base Salary
	Mr. Harris			100%
	Mr. Bengtsson			55%
	Mr. Ludwig			40%
	Mr. Mason			45%

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	NEO			ICP Target as a Percent of Base Salary
	Mr. Stach			45%
	Mr. Backus			45%

For the 2019 plan year, the Compensation Committee ~~believes~~established the Adjusted EBITDA and Free Cash Flow performance weighting and metrics as follows:

Adjusted EBITDA

70%

$155.6 million

$162.7 million

$170.9 million

$179.0 million

Free Cash Flow

30%

$78.6 million

$84.5 million

$88.7 million

$93.0 million

2019 ICP Discussion

On February 12, 2020, the Compensation Committee, following its review of the Company’s 2019 financial results, noted that ~~they are consistent with~~ the ~~custom~~Company had achieved the following results:

Metric	2019 Result	Actual vs. Target	Payout Percentage
Adjusted EBITDA	$160.0 million	($2.7) million	61.3%
Free Cash Flow⁽¹⁾	$88.7 million	$4.2 million	129.8%

(1)	Free Cash Flow used for 2019 ICP results was adjusted downward from $96.1 million as reported in our Fourth Quarter 2019 Earnings Release and associated Form 8-K as filed with the SEC on February 21, 2020 to exclude the benefit of spending below budget for capital expenditures.

The Compensation Committee, based on the resulting Adjusted EBITDA and ~~practice~~Free Cash Flow results, approved the aggregate ICP payout level at 81.9% of ~~industry peers and are appropriate to attract and retain executive talent.~~ target.

The Compensation Committee may, in its discretion, approve ~~cash based~~cash-based bonuses when ICP goals are not met, if it believes there has nevertheless been exceptional segment or individual performance.

~~2015~~For additional detail on the ICP, ~~Discussion~~

~~The~~see “Summary Compensation Committee determined that the Company, in 2015, achieved EBITDA of $135,512,000, which is approximately 92.5%, less than the 95% of the 2015 minimum EBITDA target necessary for the payment of ICP bonuses as stated above, in the section entitled, “Cash Based Incentives.Table – Non-Equity Incentive Plan Compensation.” Acknowledging management’s dedication to the long-term success of the Company and after significant consideration of the Company’s 2015 performance in light of difficult prevailing economic factors impacting the Company’s performance, the Compensation Committee determined that awarding some level of cash bonuses for fiscal 2015 was appropriate. The Compensation Committee cited the following, in support of its decision to grant discretionary cash bonuses: (1) the economic down turn in the global oil and gas industry disproportionately affecting a single business segment of the Company, while the remaining business segments performed well; (2) the Company’s stock remaining strong versus peer companies; and (3) Company EBITDA growth of 16% over 2014 EBITDA.

~~The following table sets forth the target ICP bonus for each of the named NEOs for 2015, together with the 2015 discretionary cash bonus actually awarded.~~

NEO 2015 Target Bonus
2015 Discretionary
Bonus

Ted Harris $ 400,000 $ 250,000
Bill Backus $ 110,880 $ 75,000
Frank Fitzpatrick $ 129,600 $ 83,500
Dave Ludwig $ 88,538 $ 50,000
Matthew Houston $ 55,000 $ 33,500

Equity Based Compensation – Long-Term Incentive Program (“LTIP”)

~~The Compensation Committee believes that one important goal of the executive compensation program should be to provide executives, key employees — who~~Our NEOs have significant responsibility for the management, growth and ~~future~~long-term success of the ~~Company, and directors — with an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the~~ Company. The goal of this approach is that the interests of the stockholders, executives, employees and directors will be closely aligned. We believe that equity awards provide a strong alignment between the interests of our executives, including the NEOs, and our stockholders. The Equity Compensation Program, or LTCP, is a complementary compensation program to the ICP and accordingly,Consequently, the Compensation Committee ~~seeks to provide motivation to our executives through the use~~believes that a significant portion of their compensation be a variable, at risk equity ~~awards consistent~~component that is aligned with ~~the reasonable management of the Company's overall equity compensation expense~~value creation over time for shareholders and ~~stockholder dilution. The Compensation Committee grants equity awards to our executives, including the NEOs, in the first quarter of each fiscal year, as a reward for past corporate~~stakeholders while supporting critical retention and individual performance, as an incentive for future performance, and as a retention tool. Historically, our executive equity awards consisted entirely of stock options and restricted stock awards. Based upon certain 2014 recommendations presented by the Mercer Group, the Compensation Committee, in 2015, elected to modify the LTCP and replaced restricted share grants with performance-based share grants as discussed in the section below, entitled, “LTCP Process.”key leadership development efforts.

~~LTCP Process~~

LTIP Awards

The Compensation Committee establishes each ~~LTCP participant’s~~NEOs “Target Equity ~~Value”,~~Multiplier” which is multiplied by the NEOs base salary to determine the “Target Equity Value” and expressed as the dollar ~~amount of equity the executive can earn upon attainment~~value of the ICP goals at target level performance. The Compensation Committee, having reviewed the “peer group” data, has established “Target Equity Multipliers” (as a percentage of base salary) as set forth below with respect to the positions to which each Target Equity Multiplier corresponds.LTIP award. The Target Equity Multiplier for each NEO is ~~based upon the Equity Award Level determined by the Compensation Committee, which is related to the individual participant’s position in the Company.~~

shown below:

~~Executive~~	NEO		Target Equity ~~Multipliers~~ Multiplier (of Base Salary)
~~President & CEO (Theodore L. Harris)~~	Mr. Harris	~~1.50~~	2.25
~~CFO (William A. Backus)~~	Mr. Bengtsson	~~1.00~~	1.00
~~VP Administration (Frank J. Fitzpatrick)~~	Mr. Ludwig	~~1.00~~	1.00
~~VP/GM Specialty Products (David F. Ludwig)~~	Mr. Mason	~~1.00~~	1.00
~~General Counsel & Secretary (Matthew D. Houston)~~	Mr. Stach	~~1.00~~	1.00
	Mr. Backus		1.00

The applicable Target Equity Multiplier is multiplied by the respective individual LTCP participant’s annual base salary to arrive at the Target Equity, which is subject to grant pursuant to this LTCP. The Target Equity ~~in dollars,~~Value is then converted into equity awards based upon the fair value ~~of the Company’s common stock~~ on the date ~~of grant under this LTCP,~~LTIP awards are granted, usually in February ~~or March~~ of each calendar ~~year.~~year, as computed in accordance with FASB Accounting Standards Codification 718. Accordingly, the Target Equity Values for 2019 were established in late 2018.

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Although the Compensation Committee approves the LTIP equity in this time frame, it also reviews competitive market data for NEOs from time to time. The Compensation Committee may grant LTIP awards at other times during the year because of new appointments, promotions or other special circumstances. Our Compensation Committee does not time the grants of incentive awards around our release of undisclosed material information. The Compensation Committee may, in its discretion, ~~make adjustments to~~adjust individual grants based upon individual performance.

The Target Equity ~~will then be~~Value is granted through a mix of stock options (“Stock Options”), time-based restricted shares (“Time-Based Restricted Shares”) and Performance Shares (as defined below) as follows:

25% of the 2019 Target Equity Value is awarded as Stock Options with an exercise price equal to the ~~participant in~~fair market value of our Common Stock on the ~~combination~~date of ~~(1) options to purchase common stock~~grant. Stock Options have a ten-year term and ~~(2) performance shares,~~vest ratably over a three-year period.

25% of the 2019 Target Equity Value is awarded as ~~follows:~~Time-Based Restricted Shares which are granted at the fair market value of our Common Stock on the date of grant and cliff vest three (3) years from said date.

•

50% of the Target Equity awarded each participant will be in options to purchase the Company’s common stock. Stock options vest incrementally over three years: 20% on the first anniversary of the grant date; 40% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date. These options expire ten years after grant. Stock options will be granted pursuant to the terms and conditions of the Company’s stock option agreement.

50% of the Target Equity granted each participant will be granted in performance shares. These granted performance shares will be split equally into performance shares based upon different performance metrics, as follows:

25% of the 2019 Target Equity Value is awarded as EBITDA performance shares ~~granted~~(“EBITDA Performance Shares”). The number of EBITDA Performance Shares that will bevest (or not vest) is based upon the attainment of a pre-determined Company EBITDA performance target over the ~~following~~ three (3) fiscal years ~~after~~beginning with the fiscal year in which the grant ~~and~~was made (“Performance Period”). The EBITDA Performance Shares will cliff vest ~~three (3) years from date~~(or not vest) at the end of ~~grant. At vesting,~~ the ~~grantee will earn Company common stock as follows:~~

Performance ~~Level~~

%Period. The number of EBITDA Performance Shares that will vest (or not vest) for the 2019-2021 Performance Period is dependent on the level of performance described in the first table below.

•	~~Stock Granted as a % of~~ ~~Target~~
~~Maximum~~	~~130 % of target~~	~~200%~~
~~Target~~	~~100% of target~~	~~100%~~
~~Threshold~~	~~80% of target~~	~~50%~~
~~Below Threshold~~	~~<80% of target~~	0%

25% of the 2019 Target Equity Value is awarded as Total Shareholder Return (“TSR”) performance shares ~~granted~~(the “TRS Performance Shares” and collectively with the EBITDA Performance Shares, the “Performance Shares”). The number of TSR Performance Shares that will bevest (or not vest) is based upon ~~total shareholder return (TSR) v.~~the relative Company TSR vs. the Russell 2000 Index over athe three (3) ~~year period. The~~fiscal years beginning with Performance Period. TSR ~~performance shares~~Performance Shares will cliff vest ~~three (3) years from grant date with~~(or not vest) at the ~~amount~~end of ~~stock granted upon vesting~~the Performance Period. The number of TSR Performance Shares that will ~~be as follows:~~vest (or not vest) for the 2019 - 2021 Performance Period is dependent on the level of relative TSR performance described in the second table below.

Performance ~~Level~~Level/EBITDA Performance Shares	% of EBITDA Performance	Shares Vesting as a % of Target
Maximum	31.5% (9.5% CAGR)	200%
Target	24.2% (7.5% CAGR)	100%
Threshold	10.0% (3.2% CAGR)	50%
Below Threshold	<10% (3.2% CAGR)	0%

Performance Level/ TSR Performance Shares	3 Year TSR Performance	~~Payout~~	Shares Vesting as a % of Target
Maximum	75^th Percentile		200%
Target	50^th Percentile		100%
Threshold	25^th Percentile		50%
Below Threshold	<25^th Percentile		0%

Performance Shares for the 2019 - 2021 performance period were granted in February 2019. Each year, the Compensation Committee establishes the performance measures for the upcoming three-year period, with the measures for the 2019-2021 Performance Period being as set forth in the tables above. The 2019-2021 Performance Period will conclude at the end of fiscal 2021 and the awards will pay out, to the extent earned, in shares of common stock in February 2022.

Stock Ownership Requirements; Trading Limitations

The Company ~~issued equity awards on February 23, 2016 under the LTCP as follows in the table below~~

Name
Number of
Performance
Shares
(EBITDA) (#)⁽¹⁾

Number of
Performance
Shares
(TSR) (#)⁽¹⁾

Number of
Shares
Underlying
Options (#)⁽¹⁾

Exercise Price of
Option Awards
($/Sh)

Theodore L. Harris 3,700 3,430 24,350 $60.85
William A. Backus 1,010 940 25,170 $60.85
Frank J. Fitzpatrick 1,150 1,070 41,080 $60.85
David F. Ludwig 1,070 990 15,730 $60.85
Matthew D. Houston 900 840 8,250 $60.85

⁽¹⁾Because these equity awards were granted in 2016, the performance shares and options in this table are not included in the Summary Compensation Table below as 2015 compensation and will be included in the Summary Compensation Table in next year’s proxy statement as 2016 compensation.

~~Stock Ownership Requirements~~

~~In 2008, the Company adopted~~has formal stock ownership requirements for its directors and executive officers. According to the stock ownership policy, directors are required to own shares of the Company’s Common Stock with a value at least equal to five times their annual cash retainer and executive officers must own such shares aswith a minimum value determined by a reference to a multiple of their annual base salary as follows: (1) CEO, three

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times; (2) Chief Financial Officer, one and ~~one half~~one-half times; and (3) Vice President/Officer, one times. Both directors and executive officers have five years ~~from the later of the date of the adoption of this policy or~~ from the date of hire or commencement of service as a director, as applicable, to attain the required level of ownership. All directors and officers are currently in compliance with this policy. The Company provides in its insider trading policy that directors and executive officers may not sell Company securities short and may not sell puts, calls or other similar derivative securities tied to our Common Stock.

Employment Agreements

The Company ~~entered into~~has an employment agreement with Mr. ~~Harris in April 2015. The Company had an employment agreement with Mr. Rossi prior to his retirement effective April 28, 2015.~~Harris. Other than such ~~employment agreements,~~agreement, there are no agreements or understandings between the Company and any ~~executive officer~~NEO which guarantee continued employment or guarantee any level of compensation, including incentive or bonus payments. The Company does not have a written policy regarding employment agreements. There is no provision in Mr. Harris’ employment agreement or in any employment or other arrangement with any other executive officer whereby any tax gross-up payment to cover any excise taxes on excess parachute payments will be made.

Balchem Corporation 401(k) ~~Retirement/Profit Sharing~~ Plan

~~During 2014,~~The Company sponsors the ~~Company sponsored two~~ 401(k) ~~savings plans~~Plan for eligible employees. The plans allowed participants to make pretax contributions and the Company matched certain percentages of those pretax contributions. One of the plans had a discretionary profit sharing portion. The plans were merged in January 2015. Effective January 1, 2015, the merged plan was amended to adopt a Section 401(k) safe harbor design, which means that the plan automatically complies with the nondiscrimination requirements of the Internal Revenue Code Section 401.employees, including NEOs. The Company provides a fully vested match equal to 100% ~~matching contribution on~~of participant contributions up to 6% of ~~elective deferrals that do not exceed compensation. All amounts contributed~~eligible compensation, subject to ~~the plan are deposited into~~Internal Revenue Service guidelines. The 401(k) Plan also includes a ~~trust fund administered by independent trustees.~~discretionary profit-sharing contribution.

~~The profit-sharing portion of the plan covers all active~~Active employees who have completed 1,000 hours of service, ~~as defined,~~ are 18 years of age or older, and are active employees of the Company at December ~~31. Eligible employees~~31 are ~~enrolled in~~eligible for the profit-sharing ~~portion on the first day of the month after they become eligible to participate and the~~

~~amount of eligible compensation used by the Company is retroactive to the date of hire for eligible employees.~~contribution. The amount of the Company’s contribution to the 401(k) Plan for each ~~of the named executive offices~~NEO is shown in a footnote to the “All Other Compensation” section of the Summary Compensation Table.

Perquisites

Perquisites are granted to the executive officers occasionally and are generally de minimis and not a material component of compensation.

Mr. Harris is entitled to the use of an automobile owned or leased by the Company and to be reimbursed for a specified level of premiums for life and disability insurance. He is also entitled to the use of a financial planner. The Company pays to insure and maintain Mr. Harris’ automobile, as well as reimburses Mr. Harris for auto expenses ~~to the extent~~that are related to Company business. Messrs. ~~Backus, Fitzpatrick,~~Bengtsson, Ludwig and ~~Houston~~Backus receive or received cash allowances associated with the use of their personal automobiles. Messrs. Mason and Stach receive no such allowance. Perquisites for each NEO are shown in the “All Other Compensation” section of the Summary Compensation Table.

Balchem Deferred Compensation Plan

~~Prior~~Balchem offers a voluntary, non-qualified deferred compensation plan (“Deferred Compensation Plan”) for NEOs and select other executives. The Deferred Compensation Plan allows participants to ~~his retirement, Mr. Rossi was entitled~~defer up to 75% of annual base salary and up to 100% of annual ICP bonus. Compensation deferred under the ~~use of an automobile leased~~Deferred Compensation Plan is deemed invested by the participant among various mutual fund investment options. Earnings (or losses) on investments are market earnings (or losses). The Deferred Compensation Plan is not formally funded nor does the Company ~~and to~~guarantee any rate of return. The Company does not match any deferral contributions. Distributions may be ~~reimbursed for a specified level of premiums for life and disability insurance. He was also entitled to the use of a financial planner, as well as participation~~ in a ~~country club membership for corporate business. The Company paid to insure and maintain Mr. Rossi’s automobile,~~lump sum or installments as ~~well as reimbursed Mr. Rossi for auto expenses to~~determined by the ~~extent related to Company business.~~participant’s distribution election.

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Risk Considerations in ~~our~~Our Compensation Program

Our Compensation Committee has discussed the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate risk taking for the following reasons:

Our compensation consists of both fixed and variable components.

The fixed (or salary) portion of compensation is designed to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business aspects.

The variable (cash bonus and equity) portions of compensation are designed to reward both short and long-term corporate performance.

For short-term performance, our cash bonus is awarded based primarily on ~~individual~~corporate and ~~corporate~~business segment performance goals or targets.

For long-term performance, our ~~stock option awards~~Stock Options generally ~~incrementally~~ vest ratably over three years and are only valuable if our stock price increases over time. Our ~~restricted stock~~Time-Based Restricted Share grants and Performance Share grants generally ~~“cliff vest”~~cliff vest in ~~four~~three years. ~~We feel that these~~

The variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior ~~short-~~short and long-term corporate results, while the fixed element is also ~~sufficiently high~~sufficient such that that the executives are not encouraged to take unnecessary or excessive risks in doing so.

~~Because consolidated Company~~The use of Adjusted EBITDA isas the contingent factor upon which ICP cash incentive ~~and LTCP equity compensation~~ depends, ~~we believe~~encourages our executives ~~are encouraged~~ to take a balanced approach that focuses on corporate profitability, rather than other measures such as revenue targets, which may ~~incentivize~~create incentives for management to drive sales levels without regard to cost structure. If we are not sufficiently profitable, there ~~are~~would be no ~~payouts~~payout under the ICP ~~or the LTCP programs.~~program.

Our ICP and ~~LTCP~~LTIP awards are capped for each participant, which mitigates excessive risk taking. Even if the Company dramatically exceeds its Adjusted EBITDA target, ~~ICP and LTCP~~the awards are limited. Conversely, there ~~are~~is no ICP ~~or LTCP awards~~award unless minimum performance levels of applicable goals are achieved, nor is there an award of performance shares within LTIP unless minimum performance levels of applicable goals are achieved.

We have stock ownership guidelines, which we believe provide a considerable incentive for management to consider the Company’s long-term interests because a portion of their personal investment portfolio consists of the Company’s stock. In addition, we prohibit all hedging transactions involving our stock, so our executives and directors cannot insulate themselves from the effects of poor Company stock price performance.

Deductibility of Executive Compensation

In accordance with Section 162(m) of the ~~Internal Revenue~~ Code, ~~of 1986, as amended (the “Code”),~~ the deductibility for federal corporate income tax purposes of compensation paid to certain of our individual executive officers ~~in excess of~~over $1 million in any year may be restricted. ~~The Compensation Committee considers~~Under the ~~impact~~Tax Cut and Jobs act of ~~Section 162(m)~~2017, the exemption for qualifying “performance based” compensation was repealed for taxable years beginning after December 31, 2017. As a result, the compensation paid to our individual executive officers (on or after January 1, 2019) in ~~establishing~~excess of $1 million is generally not deductible unless it qualifies for certain transition relief. While the ~~structure, performance targets~~Company will monitor guidance and timing of awards under the 1999 Stock Plan as well as the proportion of cash compensation attributable to base salary and performance based compensation. Although the Compensation Committee plans to evaluate and limit the impact of Section 162(m),developments in this area, it believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, where it is deemed necessary and in the best interests of the Company to attract and retain the best possible executive talent to compete successfully and to motivate such executives to achieve the goals inherent in our business strategy, the Compensation Committee may approve compensation to executive officers which exceeds the deductibility limits or otherwise may not qualify for deductibility. In this regard, certain portions of compensation paid to the ~~Named Executive Officers~~NEOs may not be deductible for federal corporate income tax purposes under Section 162(m) of the Code.

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We have reviewed and discussed the above “Compensation Discussion and Analysis” with management.

Based upon this review and discussion, we have recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

Submitted by the Compensation Committee of the Board of Directors.

2034

~~SUMMARY~~

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Summary Compensation Table

The following table sets forth the compensation earned by ~~(i)~~ our Chief Executive Officer (“Principal Executive Officer”), (ii) our Chief Financial Officer (“Principal Financial Officer”), and (iii) each of our other “Named Executive Officers” for the fiscal years ended December 31, 2015, 2014 and 2013.NEOs:

~~Summary Compensation Table~~

Name and Principal
Position
Year
Salary
($)

Stock
Awards
⁽¹⁾
($)

Option
Awards
⁽¹⁾
($)

Non-Equity
Incentive Plan
Compensation
⁽²⁾
($)

All Other
Compensation
⁽³⁾
($)

Total
($)

Dino A. Rossi 2015 $ 200,000 $ 1,082,308 $ 764,575 $ 0 $ 190,822 (a) $ 2,237,705
Chairman, (Retired 2014 $ 702,000 $ 286,690 $ 332,750 $ 827,080 $ 40,154 $ 2,188,675
President & CEO) 2013 $ 653,352 $ 229,445 $ 347,757 $ 481,519 $ 37,226 $ 1,749,298

Theodore L. Harris 2015 $ 319,617 $ 241,922 $ 124,253 $ 250,000 $ 0 $ 1,216,175
President & CEO

William A. Backus 2015 $ 246,400 $ 255,000 $ 180,070 $ 75,000 $ 26,307 (b) $ 782,778
CFO and Treasurer 2014 $ 220,000 $ 95,740 $ 170,891 $ 96,566 $ 22,735 $ 605,932
2013 $ 190,000 $ 55,316 $ 137,193 $ 58,551 $ 21,559 $ 462,619

Frank J. Fitzpatrick 2015 $ 280,000 $ 241,922 $ 124,253 $ 83,500 $ 31,831 (c) $ 761,506
Vice President 2014 $ 266,000 $ 114,087 $ 125,999 $ 132,929 $ 27,631 $ 666,646
Administration, Asst. Secretary 2013 $ 255,500 $ 96,819 $ 193,850 $ 91,808 $ 27,407 $ 665,384

David F. Ludwig 2015 $ 260,000 $ 214,646 $ 87,791 $ 50,000 $ 33,062 (d) $ 645,498
VP/GM Specialty 2014 $ 252,960 $ 85,575 $ 93,592 $ 69,796 $ 29,071 $ 530,994
Products 2013 $ 248,000 $ 78,335 $ 152,635 $ 20,582 $ 28,755 $ 528,307

Matthew D. Houston 2015 $ 222,000 $ 162,874 $ 85,077 $ 33,500 $ 29,572 (e) $ 533,023
General Counsel and 2014 $ 212,000 $ 48,793 $ 55,513 $ 74,953 $ 25,484 $ 416,743
Secretary 2013 $ 204,000 $ 36,501 $ 52,702 $ 40,877 $ 24,604 $ 358,683

Name and Principal Position	Year	Salary	Stock Awards (1)	Stock Options (1)	Non-Equity Incentive Plan Compensation (2)	Bonus (3)	Deferred Compensation Earnings	All Other Compensation (4)	Total
Theodore Harris, Chairman, President & CEO	2019	$915,000	$ 1,546,392	$ 516,146	$ 749,209		$ 15,661	$ 66,002	$3,808,410
	2018	$800,000	$ 1,051,332	$ 350,056	$ 1,086,004		$631	$ 65,772	$3,353,795
	2017	$700,000	$ 612,787	$ 612,467	$0	$349,938		$ 51,231	$2,326,423
Martin Bengtsson, Chief Financial Officer and Treasurer	2019	$393,173	$ 1,352,106	$ 386,955	$ 177,063		$0	$ 29,361	$2,338,658
David Ludwig, Vice President and General Manager, Specialty and Industrial Products⁽⁵⁾	2019	$293,702	$ 217,094	$ 72,954	$ 73,689		$ 14,345	$ 32,800	$704,584
	2018	$285,118	$ 210,125	$ 70,756	$ 139,029			$ 32,450	$737,478
	2017	$276,708	$ 135,164	$ 135,106	$0	$85,434		$ 32,100	$664,512
Scott Mason, Vice President of Manufacturing and Supply Chain, Vice President and General Manager, Industrial Products	2019	$381,596	$ 524,478	$ 91,192	$ 140,604		$0	$ 30,400	$1,168,270
	2018	$356,809	$ 263,579	$ 87,514	218,701			$ 30,050	$956,653
	2017	$87,500	$ 248,370	$0	$0	$19,684		N/A	$355,554
Mark Stach, General Counsel and Secretary	2019	$291,205	$ 365,232	$ 65,658	$ 107,299		$ 24,533	$ 19,600	$873,527
	2018	$257,967	$ 188,147	$ 63,308	$ 122,567		(2,046)	$ 19,250	$649,193
	2017	$222,998	$0	$ 51,964	$0	$38,900		$ 17,560	$331,422
William Backus Chief Accounting Officer⁽⁶⁾	2019	$286,282	$ 465,530	$ 71,130	$ 105,484		$109	$ 31,600	$960,135
	2018	$277,917	$ 205,730	$68,894	$ 169,773		$17	$ 31,250	$753,581
	2017	$268,600	$ 129,477	$ 129,438	$0	$61,091		$ 30,900	$619,506

(1)

The amounts included in the “Stock Awards” and ~~“Option Awards”~~“Stock Options” columns reflect the ~~dollar amount recognized for financial statement reporting purposes for each reported fiscal year,~~aggregate grant date fair value as computed in accordance with FASB Accounting Standards Codification 718 adjusted to eliminate service-based forfeiture assumptions used for financial reporting purposes. A discussion of the assumptions used in valuation of ~~stock and option awards~~Stock Options may be found in “Note 3 – Stockholders’ Equity” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2019, as filed with the SEC on February ~~29, 2016. See footnote 4 below~~21, 2020. For fiscal years ended December 31, 2018 and 2017, the awards reported in the “Stock Awards” column above consist of Performance Shares and Time-Based Restricted Shares. The grant date fair value of the Performance Shares is reflected at target payout based on the probable outcome of the applicable performance conditions. The maximum value for ~~additional disclosure relating to~~ the ~~retirement~~Performance Shares is as follows: (i) for 2019: Mr. Harris - $2,083,750; Mr. Bengtsson – $442,313; Mr. Ludwig – $292,633; Mr. Mason $366,632; Mr. Stach – $265,724; and Mr. Backus – $284,224; (ii) for 2018: Mr. Harris - $1,440,692; Mr. Bengtsson – N/A; Mr. Ludwig – $287,840; Mr. Mason $360,919; Mr. Stach – $258,012; and Mr. Backus – $281,875; and (iii) for 2017: Mr. Harris - $1,115,324; Mr. Bengtsson – N/A; Mr. Ludwig – $245,952; Mr. Mason – N/A; Mr. Stach – N/A; and Mr. Backus – $235,704, with the foregoing being calculated by multiplying the number of shares that would be granted upon achievement of the highest performance conditions by the price on the grant date. For Mr. ~~Rossi.~~Bengtsson, the Stock Awards and Stock Options columns reflect the Time-Based Restricted Shares and Stock Options granted under the LTIP in 2019 ($328,146 and $109,430 respectively) and sign-on Time-Based Restricted Shares and Stock Options ($1,023,960 and $277,525 respectively) granted in part in recognition of the value in unvested equity and other benefits from his prior employer that he forfeited (See the description of the Bengtsson Offer Letter at Page 40). For Mr. Mason, the 2017 Stock Awards column reflects 3,000 shares of Time-Based Restricted Shares granted connection with his employment commencement.

(2)	Reflects the ~~amount~~value of cash incentive bonuses earned under ~~our ICP and any additional discretionary~~the Company’s ICP.

(3)	Discretionary cash ~~bonuses paid to our Named Executive Officers.~~bonus granted in recognition extraordinary Free Cash Flow achievement.

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~~(3)~~(4)

The amounts ~~reflected represent employer~~listed in the "All Other Compensation" column for fiscal 2019 include actual and estimated matching and profit-sharing contributions ~~and profit sharing contributions made~~by the Company under the 401(k) Plan, and other perquisites and personal benefits, and details about these amounts are set forth in the table below.

Name	Company 401k Plan Matching and ProfiT-Sharing Contributions	Other Perquisites	Total All Other Compensation
Mr. Harris	$19,600	$ 46,402	$66,002
Mr. Bengtsson	$19,600	$ 9,761	$29,361
Mr. Ludwig	$19,600	$ 13,200	$32,800
Mr. Mason	$19,600	$ 10,800	$30,400
Mr. Stach	$19,600	$0	$19,600
Mr. Backus	$19,600	$ 12,000	$31,600

For Mr. Harris, the amounts other than 401(k) contributions reflect: (i) an automobile allowance; (ii) the reimbursement of certain expenses related to his use of a financial planner; (iii) amounts associated with the insurance and maintenance of Mr. Harris’ automobile; and, (iv) the reimbursement of automobile expenses that are related to Company business. For each NEO other than Mr. Harris, the amounts other than 401(k) contributions reflect an automobile allowance.

(5)

Mr. Ludwig was Vice President and General Manager, Specialty and Industrial Products until August 2019, at which point, in connection with the announcement of intent to retire effective December 31, 2019, Mr. Mason, in addition to his other duties, assumed the role of Vice President and General Manager, Industrial Products. Mr. Ludwig continued to serve as Vice President and General Manager of Specialty Products until his retirement, at which point, this role was filled by an individual who is not a NEO.

(6)	As Mr. Backus served as the Company’s ~~combined 401(k)/profit sharing plan, automobile allowance and the Company paid~~principal financial officer during a portion of 2019, information with respect to his compensation is being provided in accordance with Item 402(a)(3)(ii) of Regulation S-K.

2136

~~life, health, and disability insurance benefits, in the following amounts for each Named Executive Officer for the indicated year:~~

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EXECUTIVE COMPENSATION

~~(a)~~

Mr. Rossi’s other compensation for 2015 consists of $15,900 for contributions under the Company’s 401(k)/profit sharing plan, $14,031 for automobile allowance, and $160,891 for life, health and disability insurance premiums.

~~(b)~~

Mr. Backus’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $7,477 for automobile allowance, and $280 for life, health and disability insurance benefits.

~~(c)~~

Mr. Fitzpatrick’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $12,462 for automobile allowance, and $819 for life, health and disability insurance benefits.

~~(d)~~

Mr. Ludwig’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $13,708 for automobile allowance, and $804 for life, health and disability insurance benefits.

~~(e)~~

Mr. Houston’s other compensation for 2015 consists of $18,550 for contributions under the Company’s 401(k)/profit sharing plan, $10,592 for automobile allowance, and $430 for life, health and disability insurance benefits.

~~(4)~~

Mr. Rossi retired as President and Chief Executive Officer, effective April 28, 2015. The Compensation Committee approved the accelerated vesting of all of Mr. Rossi’s outstanding unvested stock options and restricted shares effective with his retirement. The amount included in the 2015 “Stock Awards” and “Option Awards” columns for Mr. Rossi reflect the dollar amount recognized for financial statement reporting. Mr. Rossi and spouse are entitled to medical coverage from the date of his retirement until they are Medicare eligible. The value of these benefits as of December 31, 2015 are included under the 2015 “All Other Compensation” column.

2019 Grants of ~~Plan Based~~Plan-Based Awards ~~for 2015~~

The following table provides information on restricted stock awards and options granted in 2015 to each of the Named Executive Officers and information on estimated possible payouts under our non-equity (ICP) and equity (LTCP) incentive plans for 2015.

Estimated Possible Payouts under Non-Equity
Incentive Plan Awards ⁽¹⁾

Estimated Possible Payouts under
Equity Incentive Plan Awards ⁽²⁾

Name Threshold Target Stretch Max Threshold Target Max
Theodore L. Harris $ 300,000 $ 600,000 $ 780,000 $ 1,200,000 $ 450,000 $ 900,000 $ 1,800,000
William A. Backus $ 49,500 $ 99,000 $ 128,700 $ 198,000 $ 110,000 $ 220,000 $ 440,000
Frank J. Fitzpatrick $ 59,850 $ 119,700 $ 155,610 $ 239,400 $ 133,000 $ 266,000 $ 532,000
David F. Ludwig $ 44,268 $ 88,536 $ 115,097 $ 177,072 $ 126,480 $ 252,960 $ 506,000
Matthew D. Houston $ 26,500 $ 53,000 $ 68,900 $ 106,000 $ 106,000 $ 212,000 $ 424,000

Name	Grant Date	Grant Type	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Number of Performance Shares That Will Vest Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock (#)	Number of Securities Underlying Stock Options (#)	Exercise Price of Stock Option (3) ($/Share)	Grant Date Fair Value of Stock Options (4) ($)
Name	Grant Date	Grant Type	Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock (#)	Number of Securities Underlying Stock Options (#)	Exercise Price of Stock Option (3) ($/Share)	Grant Date Fair Value of Stock Options (4) ($)
Theodore Harris		ICP	$0	$915,000	$1,830,000
	2/13/2019	Performance Shares				6,195	12,390	24,780
	2/13/2019	Time-Based Restricted Shares							6,130
	2/13/2019	Stock Options								28,300	$84.09
												$2,062,538
Martin Bengtsson		ICP	$0	$239,250	$478,500
	2/13/2019	Performance Shares				1,315	2,630	5,260
	2/13/2019	Time-Based Restricted Shares							1,300
	2/13/2019	Stock Options								6,000	$84.09
												$437,577
David Ludwig		ICP	$0	$118,276	$236,552
	2/13/2019	Performance Shares				870	1,740	3,480
	2/13/2019	Time-Based Restricted Shares							860
	2/13/2019	Stock Options								4,000	$84.09
												$290,048
Scott. Mason		ICP	$0	$174,578	$349,155
	2/13/2019	Performance Shares				1,090	2,180	4,360
	2/13/2019	Time-Based Restricted Share Awards							4,080
	2/13/2019	Stock Options								5,000	$84.09
												$615,670
Mark Stach		ICP	$0	$135,207	$270,414
	2/13/2019	Performance Shares				790	1,580	3,160
	2/13/2019	Time-Based Restricted Shares							2,780
	2/13/2019	Stock Options								3,600	$84.09
												$430,891
William Backus		ICP	$0	$129,699	$259,398
	2/13/2019	Performance Shares				845	1,690	3,380
	2/13/2019	Time-Based Restricted Shares							3,840
	2/13/2019	Stock Options								3,900	$84.09
												$534,660

(1)

~~Represents threshold, target, stretch and~~The maximum ~~payout levels under the ICP for 2015 performance. The actual amount~~amounts equal 200% of ~~incentive bonus earned by each Named Executive Officer in 2014 is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.~~target. Additional information regarding the design of the ICP is included in the Compensation Discussion and Analysis.

(2)

~~Represents threshold,~~The target ~~and maximum payout levels under~~number of shares shown in the ~~LTCP for grants made in February 2016. These were stated as dollar amounts, which~~table reflects the number of shares of our Common Stock earned if performance is achieved at target levels. All shares will be ~~converted to equity~~awarded net of applicable tax withholding. Dividend equivalents accrue during the performance cycle and will be paid out in shares, net of applicable tax withholding, based on ~~program results and stock value.~~ the actual number of shares earned for the performance cycle, if any.

(3)	The ~~actual amount~~exercise price equals the closing price of ~~LTCP equity granted to each Named Executive Officer~~our Common Stock on the grant date.

(4)	The amounts represent the grant date fair value of the awards as computed in ~~February 2016 will be reported~~accordance with FASB ASC Topic 718.

2237

under the Stock Awards and Option Awards columns in the Summary Compensation Table in next year’s proxy statement. Additional information regarding the design of the LTCP, including the number of options and shares of restricted stock granted to each NEO, is included in the Compensation Discussion and Analysis.

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Terms and Conditions of Awards

The 2017 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2017 Plan, which was adopted by the Company’s shareholders in 2017, permits the grant of Stock Options, SARs, restricted stock awards and other stock-based awards, and provides for the granting of cash performance awards. The 2017 Plan is flexible and allows the Company to change equity grant practices from time to time.

After the adoption of the 2017 Plan, no further awards have been granted under the Second Amended and Restated 1999 Stock Plan ~~was adopted and approved by our stockholders~~(the “1999 Plan”), but outstanding awards granted under the 1999 Plan prior to the adoption of the 2017 Plan continue in ~~1999 and was amended in 2003, 2008, 2011 and 2013.~~ accordance with their terms.

Under the 1999 Stock Plan, officers and other employees of the Company may be granted options to purchase Common Stock of the Company which qualify as “incentive stock options” (“ISO” or “ISOs”) under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”); directors, officers and employees may be granted options to purchase Common Stock which do not qualify as ISOs (“non-Qualified Option” or “Non-Qualified Options”); and directors, officers and employees may be granted the right to make direct purchases of Common Stock from the Company (“Purchases”) and may also be granted restricted stock and performance award shares. Both ISOs and Non-Qualified Options are referred to in this Proxy Statement individually as an “Option” and collectively as “Options.” Plan:

1.	Officers and other employees of the Company may be granted Stock Options which qualify as incentive stock options (“ISOs”) under Section 422(b) of the Code;

2.	Directors, officers and employees may be granted Stock Options which do not qualify as ISOs (“Non-Qualified Options”); and

3.	Directors, officers and employees may be granted the right to make direct purchases of Common Stock from the Company and may also be granted Time-Based Restricted Shares and Performance Shares.

The exercise price per share specified to each Stock Option granted under the 1999 ~~Stock~~ Plan may not be less than the fair market value per share of Common Stock on the date of such grant.

Options granted vest as follows: 20% on the first anniversary of the grant date; 40% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date. Options expire ten years after grant. All outstanding Options vest in this manner. The Company has not granted ISOs since 2006.

~~Our restricted shares~~Time-Based Restricted Shares generally vest in full ~~four~~three years from ~~grant, or~~the date of grant. In the case of Time-Based Restricted Shares granted under the 1999 Plan, Time-Based Restricted Shares may vest earlier upon an earlier change of control of the Company, provided the executive officer is employed by the Company on that date, but become fully vested upon death. In the event the grantee’s employment with the Company is terminated for cause or upon the grantee’s voluntary resignation from the Company’s employ, prior to vesting in full, the ~~restricted shares~~Time-Based Restricted Shares are forfeited. In the event of a major disability or significant illness, ~~restricted shares~~Time-Based Restricted Shares will vest based upon the amount of time remaining until the vesting date.

The Performance Shares generally vest in three years from grant, subject to the achievement of certain performance criteria. Performance Shares will vest based upon the amount of time remaining until the vesting date in the event of recipient’s prior death, disability or “retirement,” as such is defined in the applicable Performance Share Grant Agreement.

Upon an earlier change of control, Time-Based Restricted Shares vest at target level performance. The Compensation Committee may accelerate the vesting of ~~restricted stock~~either Time-Based Restricted Shares or Performance Shares in its discretion.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, set forth below is disclosure regarding the relationship of the annual total compensation of our employees and the total annual compensation of Mr. Harris, our Chairman, President and CEO.

Mr. Harris had 2019 annual total compensation of $3,808,410 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for 2019 was approximately $54,205. Therefore, the ratio of Mr. Harris’ 2019 annual total compensation to that of our median employee is approximately 70 to 1.

We identified the median employee by examining the 2019 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2019, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any

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EXECUTIVE COMPENSATION

assumptions, adjustments, or estimates with respect to total cash compensation, and annualized the compensation for any full-time employees that were not employed by the Company for all of 2019. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Approximately four percent of our employees receive annual equity awards.

After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as set forth in the 2019 Summary Compensation Table later in this Proxy Statement.

Outstanding Equity Awards at Fiscal Year End ~~2015~~2019

The following table shows outstanding ~~Option awards~~Stock Options classified as exercisable and ~~unexercisable~~not currently exercisable as of December 31, ~~2015~~2019 for each ~~Named Executive Officer.~~NEO. The table also discloses the number and value of unvested ~~restricted~~Time-Based Restricted Shares and ~~performance stock awards~~Performance Shares as of December 31, ~~2015.~~2019.

Name	Stock Options				Stock Awards		Performance Awards
	# of Securities Underlying Options				Stock Awards		Performance Awards
	Exercisable (1)	Not Currently Exercisable (1)	Option Exercise Price/Share	Option Expiration Date	Number of Unvested Shares (2)	$ (3)	Number of Unvested Shares (2)	$ (3)
Theodore Harris	10,000	0	$54.87	4/28/2025
	24,350	0	$60.85	2/23/2026
	15,558	10,372	$85.40	2/21/2027
	3,760	15,040	$74.57	2/15/2028
	0	28,300	$84.09	2/13/2029	10,830	$1,100,653	28,580	$2,904,585
Martin Bengtsson (4)	0	15,000	$85.33	2/4/2029
	0	6,000	$84.09	2/13/2029
					13,300	$1,351,679	2,630	$267,287
David Ludwig
	23,200	0	$32.21	12/6/2020
	12,970	0	$29.06	2/28/2022
	9,134	0	$38.10	2/19/2023
	1,820	0	$50.32	2/26/2024
	5,385	0	$58.52	2/19/2025
	1,200	0	$60.85	2/23/2026
	7,500	0	$60.85	2/23/2026
	7,030	0	$60.85	2/23/2026
	3,432	2,288	$85.40	2/21/2027
	760	3,040	74.57	2/15/2028
	0	4,000	$84.09	2/13/2029	1,800	$182,934	5,110	$519,329
Scott Mason	940	3,760	$74.57	2/15/2028
Scott Mason	0	5,000	$84.09	2/13/2029	8,260	$839,464	4,600	$467,498
Mark Stach	1,200	0	$60.85	2/23/2026
	1,320	880	$85.40	2/21/2027
	688	2,720	74.57	2/15/2028
	0	3,600	$84.09	2/13/2029	3,620	$367,901	3,310	$336,395

2339

Option Awards Stock Awards Performance Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable⁽¹⁾

Un-
Exercisable
⁽¹⁾

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares of
Stock that
Have Not
Vested⁽²⁾
($)
Number of
Shares of
Stock that
Have Not
Vested⁽²⁾
($)

Dino A. Rossi 9,134 $ 29.06 2/28/2022
22,069 $ 38.10 2/19/2023
17,160 $ 50.32 2/26/2024
23,724 $ 58.52 2/19/2025

Theodore L. Harris
- 10,000 $ 54.87 4/28/2025
54,000 $ 3,283,200 5,100 $ 310,080

William A. Backus 12,000 - $ 21.39 12/8/2019
14,000 - $ 32.21 12/6/2020
5,000 - $ 40.95 6/1/2021
12,000 - $ 29.06 2/28/2022
2,500 - $ 31.02 6/14/2022
8,400 5,600 $ 38.10 2/19/2023
3,000 12,000 $ 50.32 2/26/2024
- 4,178 $ 58.52 2/19/2025
11,262 $ 684,730 2,090 $ 127,072

Francis J. Fitzpatrick 2,750 - $ 32.21 12/6/2020
6,169 4,112 $ 38.10 2/19/2023
1,281 5,123 $ 50.32 2/26/2024
- 6,354 $ 58.52 2/19/2025
11,256 $ 684,365 2,270 $ 138,016

David F. Ludwig 12,750 - $ 21.39 12/8/2019
23,200 - $ 32.21 12/6/2020
12,970 - $ 29.06 2/28/2022
5,481 3,653 $ 38.10 2/19/2023
364 1,456 $ 50.32 2/26/2024
- 5,385 $ 58.52 2/19/2025
9,495 $ 577,296 2,150 $ 130,720

Matthew D. Houston 5,300 - $ 32.21 12/6/2020
5,835 - $ 29.06 2/28/2022
2,608 1,738 $ 38.10 2/19/2023
716 2,863 $ 50.32 2/26/2024
- 3,787 $ 58.52 2/19/2025
5,656 $ 343,885 1,810 $ 110,048

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EXECUTIVE COMPENSATION

Name	Stock Options				Stock Awards		Performance Awards
	# of Securities Underlying Options				Stock Awards		Performance Awards
	Exercisable (1)	Not Currently Exercisable (1)	Option Exercise Price/Share	Option Expiration Date	Number of Unvested Shares (2)	$ (3)	Number of Unvested Shares (2)	$ (3)
William Backus	4,178	0	$58.52	2/19/2025
	3,500	0	$60.85	2/23/2026
	15,000	0	$60.85	2/23/2026
	6,670	0	$60.85	2/23/2026
	3,288	2,192	$85.40	2/21/2027
	740	2,960	74.57	2/15/2028
	0	3,900	$84.09	2/13/2029	4,760	$483,759	4,960	$504,085

(1)

Stock ~~option awards~~Options have a term of ten years from the grant date and become ~~cumulatively~~ exercisable 20% after ~~one~~1 year, 60% after ~~two~~2 years and 100% after ~~three~~3 years, beginning on the first anniversary of the grant date.

(2)

~~(2)~~Time-Based Restricted Shares generally vest three years from the date of grant. Performance Shares vest in three years and are reflected at target payout based on the probable outcome of the performance conditions. The following table provides information with respect to the final vesting dates of each outstanding restricted stock award (both Time-Based Restricted Shares and Performance Shares based) held by each NEO as of December 31, 2019.

Final Vesting Date	Theodore Harris	Martin Bengtsson	William Backus	David Ludwig	Scott Mason	Mark Stach
Jan. 1, 2020	6,530		1,380	1,440
Feb. 4, 2020		4,000⁽⁴⁾
Jan. 1, 2021	9,660		1,890	1,930	2,420	1,730
Feb. 4, 2021		4,000⁽⁴⁾
Oct. 2, 2021					3,000
Oct. 23, 2021
Jan. 1, 2022	12,390	2,630	1,690	1,740	2,180	1,580
Feb. 4, 2022		4,000⁽⁴⁾
Feb. 13, 2022	6,130	1,300	3,840	860	4,080	2,780
Feb. 15, 2022	4,700		920	940	1,180	840
Total	39,410	15,930	9,720	6,910	12,860	6,930

(3)	Value is computed based on the closing price of our Common Stock on December 31, ~~2015,~~2019, which was ~~$60.80~~$101.63 per share.

(4)

In connection with the hiring of Mr. Bengtsson as Chief Financial Officer, the Company and Mr. Bengtsson entered into an offer letter dated January 10, 2019 (“Bengtsson Offer Letter”). The Bengtsson Offer Letter provided in part that Mr. Bengtsson would also receive 12,000 shares of Company Time-Based Restricted Shares, which will vest ratably over three years after the date of grant (February 4, 2019), with one-third vesting each year beginning in 2020, and Stock Options to acquire 15,000 shares of Company stock at $85.33 per share, which Stock Options vest 20% after Year 1 (February 4, 2020), 40% after Year 2 (February 4, 2021), and 40% after Year 3 (February 4, 2021).

Restricted stock vests four years from the date of grant. Performance shares vest three years from date of grant. The following table provides information with respect to the final vesting dates of each outstanding restricted and performance stock award held by each Named Executive Officer as of December 31, 2015.

Mr. Harris Mr. Backus
Mr.
Fitzpatrick
Mr. Ludwig Mr. Houston
28-Feb-16 2,500 4,769 4,142 1,863
28-Apr-16 27,000
19-Feb-17 1,447 2,456 3,081 1,466
28-Apr-17 27,000
1-Jan-18 5,100 2,090 2,270 2,150 1,810
26-Feb-18 1,000 2,031 577 1,135
19-Jun-18 5,000
19-Feb-19 1,315 2,000 1,695 1,192
59,100 13,352 13,526 11,645 7,466

Option Exercises and Stock Vested in ~~2015~~2019

The following table sets forth certain information regarding ~~Options~~options and stock awards exercised and vested, respectively, by each of our ~~Named Executive Officers~~NEOs during the fiscal year ended December 31, ~~2015.~~2019.

Option Awards Stock Awards
Name
Number of Shares
Acquired on
Exercise (#)

Value Realized on
Exercise ($)⁽¹⁾

Number of
Shares
Acquired on
Vesting (#)

Value Realized
on Vesting ($)

Dino A. Rossi 140,538 $ 4,648,112 37,294 $ 2,152,237
Theodore L. Harris - $ - - $ -
William A. Backus - $ - 1,000 $ 56,783
Frank J. Fitzpatrick 84,935 $ 2,700,059 - $ -
David F. Ludwig 120,000 $ 5,166,110 - $ -
Matthew D. Houston - $ - - $ -

Theodore Harris

N/A

5,206⁽²⁾

$437,773

Martin Bengtsson

N/A

David Ludwig

12,750

$861,742

3,198⁽²⁾⁽³⁾

$274,395

Scott Mason

N/A

Mark Stach

N/A

William Backus

N/A

2,742⁽²⁾⁽³⁾

$234,822

(1)

Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options.

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(2)

Reflects the earnings of Performance Shares granted in 2016 under the Fiscal 2016 – 2018 Performance Share awards including dividend equivalent shares. The Performance Shares were subject to performance goals for the performance period ended December 31, 2018, with the number of TSR Performance Shares vesting representing 149.5% of the target shares and with no EBITDA Performance Shares vesting as the threshold for EBITDA Performance Shares was not achieved. Awards vested on February 13, 2019. See “LTIP Awards” beginning at page 30 above). Values realized for performance shares earned are based on the closing share prices ($84.09) on February 13, 2019, the date the Compensation Committee determined that the performance targets for the performance period ended December 31, 2018 had been met.

(3)	For Messer’s Ludwig and Backus, the amounts shown reflect both the Performance Shares discussed in Note 2 above and the vesting of Time-Based Restricted Shares.

Nonqualified Deferred Compensation

For a description of the Balchem Deferred Compensation Plan, see “Balchem Deferred Compensation Plan” at Page 32 above.

Information regarding deferred elections under the Deferred Compensation Plan are included in the table below:

Name	NEO Contributions in Last Fiscal Year(1) ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)
Theodore Harris	$ 680.252	$ 15,661	$0	$ 796,526
Martin Bengtsson	$0	$0	$0	$0
David Ludwig	$ 135,743	$ 14,345	$0	$ 150,087
Scott Mason	$0	$0	$0	$0
Mark Stach	$ 171,423	$ 24,533	$0	$ 219,946
William Backus	$ 2,863	$ 109	$0	$5,787

(1)	NEO contributions include any deferrals of annual compensation, including earned awards under the ICP. These amounts are included in the NEOs’ compensation under either “Salary” or “Non-Equity Incentive Compensation”.

Termination of Employment and Change of Control Arrangements

Agreement with Theodore L. Harris. We entered into an employment agreement with Mr. Harris on April 22, 2015, which provides for automatic one-year extensions of the employment term unless either party provides written notice of its intention not to extend the agreement within 60 days of the end of the then-current term.

If we terminate the employment agreement other than for “Cause” (as defined below) or in the event Mr. Harris terminates his employment under certain limited circumstances effectively amounting to a constructive

termination, subject to his execution of an effective release of claims in favor of the Company, he will be entitled to severance payments ofequal to 200% of his then current annual salary (payable in 12 monthly installments), and all of his ~~stock options~~unvested equity grants would become fully vested and exercisable, plus a portion of the ICP bonus he would have received had he been employed by us through the end of the full fiscal year in which the termination occurred, to be determined by the Compensation Committee.

If ~~such termination by~~we terminate the ~~Company occurs~~employment agreement other than for Cause within two years after a change of control event, heMr. Harris would be entitled to a lump sum severance ~~payments~~payment equal to 200% of the sum of his then current annual salary plus the annual bonus earned by him ~~for~~in respect of the fiscal year immediately preceding the year in which the change of control event ~~occurred.~~ occurred (payable within 90 days following such termination, provided that Mr. Harris executes an effective release of claims in favor of the Company).

If Mr. Harris were to voluntarily terminate his employment after the occurrence of a change of control event, but prior to the second anniversary of such ~~a change~~an event, subject to his execution of ~~control event,~~an effective release of claims in favor of the Company, he would be entitled to severance payments equal to 100% of his then current annual ~~salary.~~salary (payable in 12 equal monthly installments). In the event of any termination by the Company entitling Mr. Harris to severance payments, the Compensation Committee may accelerate the vesting of Mr. ~~Harris’s restricted stock. Mr. Harris's severance~~Harris’ Time-Based Restricted Shares, Performance Shares and/or Stock Options.

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EXECUTIVE COMPENSATION

In the event that any of the payments ~~following a change~~provided for in the employment agreement otherwise would constitute an “excess parachute payment” (as defined in Section 280G of ~~control~~the Code), the amount of payments would be reduced to the ~~extent necessary to avoid such payments being considered an "excess parachute payment"~~maximum level that would not result in excise tax under Section ~~280G~~4999 of the ~~Internal Revenue Code.~~

Code, if this reduction would cause Mr. Harris to receive a larger after-tax amount than if no reduction were made.

Under the employment agreement with Mr. Harris, ~~“Cause”~~“Cause” means: habitual absence or lateness; gross ~~insubordination;~~insubordination or material violation of published material Company policies; failure to devote full time to the Company’s business; failure to comply with the obligations of confidentiality, non-competition and ~~non-competition;~~non-solicitation of the Company’s clients, customers and employees; any action which constitutes a violation of any applicable criminal statute; or any act which frustrates or violates the fiduciary duties owed by Mr. Harris to the Company. In addition, ~~“Change~~“Change in ~~Control”~~Control” means:

(a) any person or group is or becomes (including by merger, consolidation or otherwise) the beneficial owner, directly or indirectly, of 50% or more of the voting power of the total outstanding voting stock of Company;

(b) the sale or other disposition (other than by way of merger or consolidation) of all or substantially all of the capital stock or assets of Company to any person or group as an entirety or substantially as an entirety in one transaction or a series of related transactions, unless the ultimate beneficial owners of the voting stock of such person immediately after giving effect to such transaction own, directly or indirectly, more than 80% of the total voting power of the total outstanding voting stock of Company immediately prior to such transaction.

(i)	any person or group is or becomes (including by merger, consolidation or otherwise) the beneficial owner, directly or indirectly, of 50% or more of the voting power of the total outstanding voting stock of the Company; or

(ii)

the sale or other disposition (other than by way of merger or consolidation) of all or substantially all of the capital stock or assets of Company to any person or group as an entirety or substantially as an entirety in one transaction or a series of related transactions, unless the ultimate beneficial owners of the voting stock of such person immediately after giving effect to such transaction own, directly or indirectly, more than 80% of the total voting power of the total outstanding voting stock of Company immediately prior to such transaction.

During the period of Mr. ~~Harris’s~~Harris’ employment (or, in the case of a voluntary termination by Mr. Harris or a termination of his employment by the Company for ~~cause,~~Cause, the balance of the term of the employment agreement before giving effect to such termination) and for a period of ~~one year~~two years thereafter, the employment agreement imposes on Mr. Harris certain non-competition and non-solicitation obligations regarding the Company and its clients, customers and its employees.

The amount of compensation payable to Mr. Harris in the event of termination of employment, assuming termination as of December 31, ~~2015,~~2019, and a share price for ~~the Company’s common stock~~our Common Stock equal to the closing market price on ~~the last trading day prior to~~ that date, is set forth in the table below. Mr. ~~Harris’s~~Harris’ employment agreement does not obligate us to provide any compensation to Mr. Harris in the case of a ~~change~~Change in ~~control~~Control that does not result in termination of employment; however, the 1999 ~~Stock~~ Plan provides for full vesting of all Time-Based Restricted Shares, Performance Shares and/or Stock Options ~~and restricted stock awards,~~granted under the 1999, upon a change in control, as defined in such ~~Plan.~~Plan and the 2017 Plan allows for the discretionary automatic acceleration of outstanding awards upon the occurrence of a Change-in-Control pursuant to the terms of Mr. Harris’ employment agreement.

Benefits and Payments upon Termination
Severance
ICP
Bonus (1)

Acceleration of
Vesting of
Options and
Restricted
Stock (2)
Total
Voluntary termination by Mr. Harris or termination for Cause $ 0 $ 600,000 $ 0 $ 600,000
Termination by Mr. Harris within 12 months after demotion by Company or as a result of constructive termination $ 1,200,000 $ 600,000 $ 3,652,580 $ 5,452,580
Termination by Company following a Change of Control, except for Cause(3) $ 1,200,000 $ 600,000 $ 3,652,580 $ 5,452,580
Voluntary termination by Mr. Harris following a Change of Control(3) $ 600,000 $ 600,000 $ 3,652,580 $ 4,852,580
Termination by Company for any reason other than for Cause or after receipt of notice of termination from Mr. Harris $ 1,200,000 $ 600,000 $ 3,652,580 $ 5,452,580
Death $ 0 $ 600,000 $ 0 $ 600,000

Benefits and Payments upon Termination
Event	Base Salary	ICP Bonus (1)	Acceleration of Vesting Stock Options and Restricted Shares (2)	Total
Voluntary termination by Mr. Harris or termination for Cause	$—	$915,000	$4,005,238	$4,920,238
Termination by Mr. Harris within 12 months after demotion by Company or because of constructive termination	$ 1,830,000	$915,000	$5,076,940	$7,821,940
Termination by Company following a Change in Control, except for Cause (3)	$ 1,830,000	$915,000	$5,076,940	$7,821,940
Voluntary termination by Mr. Harris following a Change of Control (3)	$ 915,000	$915,000	$5,076,940	$6,906,940
Termination by Company for any reason other than for Cause or after receipt of notice of termination from Mr. Harris	$ 1,830,000	$915,000	$5,076,940	$7,821,940
Death	$—	$915,000	$4,005,238	$4,920,238

1.(1)

Represents the target bonus level under the ICP.

2.(2)

Amounts in this column are calculated byby: (i) multiplying the number of shares subject to accelerated vesting by the difference between $60.80, which is the closing market price per share of our common stock on December 31, 2015, and the per share exercise price of the applicable accelerated stock award or option.(all Time-Based

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Restricted Shares being accelerated and the target level of Performance Shares being accelerated) by $101.63, which is the closing market price per share of our Common Stock on December 31, 2019, and (ii) the difference between (x) the per share grant price of the accelerated Stock Options and (y) $101.63, which is the closing market price per share of our Common Stock on December 31, 2019 Performance Shares) and Stock Options.

3.(3)

Assumes the Change of Control occurred within the ~~two year~~two-year period prior to December 31, ~~2015.~~2019.

The amounts shown in the table above do not include payments for accrued salary and vacation, or payments made under ~~the~~any life insurance policy in the case of death. Amounts shown in the table are subject to reduction to the extent necessary to avoid an “excess parachute ~~payment"~~payment” under Section 280G of the ~~Internal Revenue Code.~~Code, if such reduction would cause the executive to receive a larger after-tax amount than if no reduction were made.

Offer Letter with Mr. Bengtsson. Under the terms of the Bengtsson Offer Letter, if the Company terminates Mr. Bengtsson’s employment for any reason other than Cause (as defined in the Bengtsson Offer Letter), Mr. Bengtsson will receive a severance payment equal to one year of annual base salary, payable in twelve equal installments commencing on the month following the month in which the termination occurs.

All of our ~~Named Executive Officers~~NEOs, other than Mr. Harris, ~~and Mr. Rossi prior to his retirement,~~ are employees-at-will and, as such, do not have employment agreements, therefore, we are not obligated to provide them with any post-employment compensation or benefits. However, upon a change of control, as defined in the 1999 ~~Stock~~ Plan, all unvested ~~option grants~~Stock Options granted pursuant to that plan immediately vest and become exercisable, all restrictions, applicable to outstanding shares of ~~restricted stock,~~Time-Based Restricted Shares granted pursuant to that plan, lapse, and all ~~performance shares~~Performance Shares granted pursuant to that plan shall immediately vest and be deemed earned. Except as provided in Mr. Harris’ employment agreement, the 2017 Plan does not provide for automatic acceleration of outstanding awards upon the occurrence of a change of control. Assuming such a change of control occurred on December 31, ~~2015,~~2019, based on the closing market price of ~~the Company’s common stock~~our Common Stock on ~~that date,~~December 31, 2019 (the last trading day of 2019), the amount of compensation payable to the ~~Named Executive Officers~~NEOs other than Mr. Harris, are as follows: Mr. ~~Backus, $2,724,087; Mr. Fitzpatrick, $1,215,983;~~Bengtsson, $0; Mr. Ludwig ~~$2,524,143;~~$0; Mr. Mason $0, Mr. Stach, $0 and Mr. ~~Houston, $935,459.~~

Backus, $0.

~~Director Compensation~~

The Company pays each of its directors, other than Mr. Harris, an annual retainer of $30,000 and $4,000 for each Board meeting attended, plus expenses. The Chairman of the Board is paid an additional $36,000 and the Lead Director is paid an additional $16,000 annual retainer. The Chairman of the Audit Committee is paid an additional $12,000 annual retainer, the Chairman of the Compensation Committee is paid an additional $10,000 annual retainer and the Chairman of the Corporate Governance and Nominating Committee is paid an additional $8,000 annual retainer. The Company also pays to each of its directors serving on Committees a fee of $1,000, plus expenses, for each Committee meeting attended.

The following table discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of the Company’s directors (other than Mr. Harris, whose compensation is set forth in the Summary Compensation Table above) during the fiscal year ended December 31, 2015.

Name
Fees Earned or
Paid in Cash ($)

Stock
Awards
(1)(2) ($)

All Other
Compensation
($)
Total ($)
Paul Coombs $ 56,000 – – $ 56,000
David Fischer $ 51,000 – – $ 51,000
Edward McMillan $ 67,000 – – $ 67,000
Perry Premdas $ 64,000 – – $ 64,000
Dino Rossi $ 30,000 – – $ 30,000
John Televantos $ 80,000 – – $ 80,000
Matthew Wineinger $ 18,000 – – $ 18,000

~~(1)~~

The Company has historically granted equity awards to each Director in December of each year. In 2015, the Compensation Committee of the Board decided that the annual grant date for non-employee directors be changed to February, which aligns with the annual employee grant of equity. On February 23, 2016, each director, other than Mr. Harris, was granted ~~1,808~~ ~~shares of restricted stock.~~ ~~[These grants were made for 2016.]~~ The shares are subject to restrictions on transfer until they vest after four years, in accordance with the provisions of the Restricted Stock Grant Agreement, dated February 23, 2016, between the Company and each such director. The grant date fair value per share of each award was $60.85.

~~(2)~~

~~The following table shows the aggregate number of options and stock awards outstanding for each director, other than Mr. Harris, as of December 31, 2015:~~

~~Name~~	~~Aggregate~~ ~~Stock Options~~ ~~Outstanding as of~~ ~~12/31/2015~~		~~Aggregate~~ ~~Stock Awards~~ ~~Outstanding as of~~ ~~12/31/2015~~
~~Paul Coombs~~		-		~~6,420~~
~~David Fischer~~		-		~~6,420~~
~~Edward McMillan~~		-		~~6,420~~
~~Perry Premdas~~		-		~~6,420~~
~~Dino Rossi~~		~~72,087~~		-
~~John Televantos~~		-		~~6,420~~
~~Matthew Wineinger~~		-		-

Under the director restricted stock grant agreements, restricted shares vest in full, four years from grant, or upon an earlier change of control of the Company, provided the grantee is a director of the Company on that date. The restricted shares will also vest in full upon the grantee’s death. In the event of: (1) the grantee’s retirement from the Company’s Board of Directors at or after age 70; (2) the grantee’s major disability, or (3) the grantee’s resignation from the Company’s Board of Directors due to a conflict of interest or serious illness, the restricted stock will vest based upon the amount of time remaining until the vesting date. Except as set forth above, unvested restricted stock will be forfeited at the time the director ceases to be a director of the Company.

~~The Company does not pay any other direct or indirect compensation to directors in their capacity as such.~~

Related Party Transactions

Other than the compensation and employment arrangements described above, since the beginning of ~~2015,~~2019, we have not entered into any transactions in which any of our directors or executive officers or their immediate family members have a direct or indirect interest.

The Company has adopted a related party transaction policy. Under the related party transaction policy, our Audit Committee reviews and approves proposed transactions or courses of dealings with respect to which holders of 5% or more of our stock and/or our executive officers or directors or members of their immediate families have an interest. Before entering into any transaction, arrangement or relationship constituting an interested transaction, other than certain basic pre-approved transactions, all material facts are required to be reviewed by the Audit Committee, which has the authority to approve or disapprove the transaction based on appropriate factors, including whether the transaction is on terms no less favorable to the Company than terms generally available from an un-affiliated third party and the extent of the related person’s interest in the transaction.

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Equity Compensation Plan Information

The following table provides information, as of December 31, ~~2015,~~2019, with respect to shares of ~~the Company’s~~our Common Stock that may be issued pursuant to awards under the ~~1999 Stock~~2017 Plan ~~(described above) as well as under the Company’s prior stock option plans, which plans were replaced by~~and the 1999 ~~Stock Plan.~~Plan (each as described above). These plans are the Company’s only equity compensation plans approved by security holders, and there are no equity compensation plans that have not been approved by security holders. It should be noted that shares of ~~the Company’s~~our Common Stock may be allocated to, or purchased on behalf of, participants in the Company’s 401(k)~~/Profit Sharing Plan~~ retirement plan (described above). Consistent with ~~Securities and Exchange Commission~~SEC regulations governing equity compensation plans, information relating to shares issuable or purchased under the Company’s 401(k)~~/Profit Sharing Plan~~ retirement plan is not included in the table below.

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights 1	Weighted-average exercise price per share of outstanding options, warrants and rights	Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column) (1)
Equity compensation plans approved by security holders	950,952	$68.18	1,095,144
Equity compensation plans not approved by security holders	0	0	0
Total	950,952	$68.18	1,095,144

(1)	25,218 shares of unvested Time-Based Restricted Shares granted to non-employee directors and 91,760 shares of unvested Time-Based Restricted Shares granted to NEOs are excluded from this table.

(a) (b) (c)
Plan Category
Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights¹
Weighted-average exercise
price per share of
outstanding options,
warrants and rights
Number of shares
remaining available for
future issuance under
equity compensation plans
(excluding shares reflected
in column (a))
Equity compensation plans approved by security holders 1,018,631 $37.31 3,792,007
Equity compensation plans not approved by security holders - - -
Total 1,018,631 $37.31 3,792,007

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⁽¹⁾ ~~32,100 shares of unvested restricted stock granted to non-employee directors and 138,018 shares of unvested restricted stock granted to employees are excluded from this table.~~

Security Ownership of Certain Beneficial Owners and of Management

The table below sets forth as of April 1, ~~2016,~~2020, the number of shares of Common Stock beneficially owned by (i) each director, (ii) each of the ~~Named Executive Officers,~~NEOs, (iii) each beneficial owner of, or institutional investment manager exercising investment discretion with respect to 5% or more of the outstanding shares of our Common Stock known to the Company based upon filings with the ~~Securities and Exchange Commission,~~SEC, and (iv) all current directors and ~~executive officers of the Company~~NEOs as a group, and the percentage ownership of ~~the~~our outstanding Common Stock as of such date held by each such holder and ~~group:~~group. The table does not include ~~performance-based restricted stock grants~~Performance Shares granted under the Company’s ~~LTCP~~LTIP (which grants vest at the end of three years) ~~at threshold or maximum,~~, as the number of shares to be awarded is not determinable at the time of grant and the recipients do not have beneficial ownership of such shares.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership
(1)

Percent of
Class (2)

Brown Capital Management, LLC (3)* 3,249,721 10.29 %
BlackRock Institutional Trust Company, N.A. (4)* 2,749,774 8.71 %
The Vanguard Group Inc. (5)* 2,395,530 7.59 %
Neuberger Berman, LLC (6)* 1,957,920 6.20 %
Dino A. Rossi (7)* 184,572 **
David F. Ludwig (8)* 93,069 **
Frank J. Fitzpatrick (9)* 91,421 **
William A. Backus (10)* 90,144 **
Theodore L. Harris (11)* 54,252 **
Matthew D. Houston (12)* 49,737 **
Perry W. Premdas (13)* 45,861 **
Edward L. McMillan (14)* 33,134 **
John Y. Televantos (15)* 29,045 **
Paul D. Coombs (16)* 19,722 **
David B. Fischer (17)* 14,722 **
Matthew D. Wineinger (18)* 1,808 **

Totals Executive Officers/Directors (19) 707,487 2.24 %

Shares Outstanding April 1, 2016 31,574,578

Name and Address of Beneficial Owner		Beneficially Owned(1)	Percent of Class(2)
BlackRock Institutional Trust Company, N.A.	3	4,785,224	14.9%
The Vanguard Group, Inc.	4	3,656,656	11.36%
Brown Capital Management, LLC	5	1,879,920	5.84%
Ted Harris	6	128,626	*
David Ludwig	7	73,101	*
William Backus	8	55,127	*
Perry Premdas	9	52,127	*
John Televantos	10	31,693	*
Paul Coombs	11	24,973	*
David Fischer	12	21,388	*
Martin Bengtsson	13	17,433	*
Scott Mason	14	16,370	*
Mark Stach	15	11,221	*
Matthew Wineinger	16	8,074	*
Daniel Knutson	17	5,628	*
Joyce Lee	18	607
Totals Executive Officers/Directors		446,368	1.38%

Shares Outstanding April 1, 2020		32,276,169

*	~~Such person’s address is c/o the Company, New Hampton, New York 10958.~~Less than 1%

**	~~Indicates less than 1%.~~

(1)

~~(1)~~

Beneficial ownership is determined in accordance with the rules of the ~~Securities and Exchange Commission (“SEC”)~~SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares which may be acquired upon exercise of stock options which are currently exercisable, or which become exercisable within 60 days after the date of the information in the table are deemed to be beneficially owned by the optionee. Except as indicated by footnote, and subject to community property laws where applicable, to the Company’s knowledge, the persons or entities named in the table above are believed to have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.

(2)

For purposes of calculating the percentage of outstanding shares held by each person named above, any shares which such person has the right to acquire within 60 days after the date of the information in the table are deemed to be outstanding, but not for ~~the purpose of~~ calculating the percentage ownership of any other person.

(3)

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February ~~16, 2016. Such entity’s address as reported in its Schedule 13G/A is 1201 N. Calvert Street, Baltimore, MD 21202.~~

~~(4)~~

~~Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on January 20, 2016.~~4, 2020. Such entity’s address as reported in its Schedule 13G/A is 55 East 52nd Street, New York, NY 10022.

~~(5)~~(4)

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February ~~10, 2016.~~12, 2020. Such entity’s address as reported in its Schedule 13G/A is 100 Vanguard Blvd, Malvern, PA 19355.

~~(6)~~(5)

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February ~~9, 2016.~~14, 2020. Such entity’s address as reported in its Schedule 13G/A is ~~605 Third Avenue, New York, NY 10158.~~1201 N. Calvert Street, Baltimore, MD 21202.

~~(7)~~(6)

Consists of ~~55,687~~77,220 shares such person has the right to acquire pursuant to ~~stock options, 1,808~~Stock Options, 15,860 shares of ~~restricted stock, 24,007~~Time-Based Restricted Shares, 1,227 shares held in such person’s Company 401(k)~~/profit sharing~~ retirement plan account, and ~~103,070~~34,319 shares held directly.

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~~(8)~~(7)

Consists of ~~61,423~~53,839 shares such person has the right to acquire pursuant to ~~stock options, 5,353~~Stock Options, 1,800 shares of ~~restricted stock, 13,722~~Time-Based Restricted Shares, 347 shares held in such person’s Company 401(k)~~/profit sharing~~ retirement plan account, and ~~12,571~~17,115 shares held directly.

~~(9)~~(8)

Consists of ~~21,645~~37,828 shares such person has the right to acquire pursuant to ~~stock options, 6,487~~Stock Options, 5,410 shares of ~~restricted stock, 18,968~~Time-Based Restricted Shares, 410 shares held in such person’s Company 401(k)~~/profit sharing~~ retirement plan account, and ~~44,321~~11,479 shares held directly.

~~(10)~~(9)

Consists of ~~72,836~~2,748 shares such person has the right to acquire pursuant to ~~stock options, 8,762~~Stock Options, 3,518 shares of ~~restricted stock, 3,840 shares held in such person’s Company 401(k)/profit sharing plan account,~~Time-Based Restricted Shares, and ~~4,706~~45,861 shares held directly.

~~(11)~~(10)

Consists of ~~54,000 shares of restricted stock and 252 shares held in such person’s Company 401(k)/profit sharing plan account.~~

~~(12)~~

~~Consists of 20,687~~2,748 shares such person has the right to acquire pursuant to ~~stock options, 3,793~~Stock Options, 3,518 shares of ~~restricted stock, 2,958~~Time-Based Restricted Shares, and 25,427 shares held directly.

(11)	Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted Shares, and 18,707 shares held directly.

(12)	Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted Shares, and 15,122 shares held directly.

(13)	Consists of 4,200 shares such person has the right to acquire pursuant to Stock Options, 10,280 shares of Time-Based Restricted Shares, 347 shares held in such person’s Company 401(k)~~/profit sharing~~ retirement plan account, and ~~22,299~~2,606 shares held directly.

~~(13)~~(14)

Consists of ~~8,228~~3,820 shares such person has the right to acquire pursuant to Stock Options, 9,130 shares of ~~restricted stock~~Time-Based Restricted Shares, 420 shares held in such person’s Company 401(k) retirement plan account, and ~~37,633~~3,000 shares held directly.

~~(14)~~(15)

Consists of ~~8,228~~6,160 shares such person has the right to acquire pursuant to Stock Options, 4,300 shares of ~~restricted stock~~Time-Based Restricted Shares, and ~~24,906~~761 shares held in such person’s Company 401(k) retirement plan account.

(16)	Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 3,518 shares of Time-Based Restricted Shares, and 1,808 shares held directly

(17)	Consists of 2,748 shares such person has the right to acquire pursuant to Stock Options, 2,230 shares of Time-Based Restricted Shares, and 650 shares held directly.

~~(15)~~(18)

Consists of ~~8,228 shares of restricted stock and 20,817 shares held directly.~~607 Time-Based Restricted Shares.

~~(16)~~

~~Consists of 8,228 shares of restricted stock and 11,494 shares held directly.~~

~~(17)~~

~~Consists of 8,228 shares of restricted stock and 6,494 shares held directly.~~

~~(18)~~

~~Consists of 1,808 shares of restricted stock.~~

~~(19)~~

Consists of options to purchase 232,278 shares, 123,151 shares of restricted stock, 63,747 shares in accounts under the Company’s 401(k)/profit sharing plan, and 288,311 shares held by individuals directly.

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INFORMATION RELATING TO PROPOSAL ~~NO. 2~~

2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has selected RSM US LLP (“RSM”) (formerly McGladrey LLP) as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The Company is submitting its selection of RSM for ratification by the stockholders at the Annual Meeting. RSM has audited the Company’s financial statements since 2005. Representatives of RSM will be present at the Annual Meeting and will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.

The Company’s Bylaws do not require that the stockholders ratify the selection of RSM as the Company’s independent registered public accounting firm. However, the Company is submitting the selection of RSM to stockholders for ratification as a matter of good corporate governance practice. If stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain RSM. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Assuming a quorum is present, the affirmative vote of a majority of all votes cast on the proposal, in person or represented by proxy, is required for approval of this proposal. Abstentions will not be counted as votes cast, and will have no effect on the vote. Brokers have discretionary authority to vote on this Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.

Principal Accountant Fees and Services

During ~~2015,~~2019, the Company retained RSM to audit the consolidated financial statements for ~~2015.~~the fiscal year ended 2019. In addition, the Company also retained RSM to provide services relating to Management’s Assessment of Internal Controls as required by Section 404 of the Sarbanes-Oxley Act, as well as for other ~~audit-related.~~audit-related services. During the period covering the fiscal years ended December 31, ~~2015~~2019 and ~~2014,~~2018, RSM performed the following professional services:

2015 2014
Audit fees (1) 923,514 $ 916,253
Audit-related fees (2) 97,472 325,682
Tax fees (3) - 32,224
Total fees $ 1,020,989 $ 1,274,159

	2019	2018
Audit fees (1)	$1,290,141	$ 1,189,375
Audit-related fees (2)	$265,402	$ 51,018
Tax fees (3)	$75,104	—
Total fees	$1,630,647	$ 1,240,393

(1)

~~(1)~~

~~Fees relating~~Audit fees for 2019 relate to audit of the annual consolidated financial statements and quarterly reviews, including out of pocket disbursements and administrative ~~charges.~~charges, and fees related to foreign statutory audit.

(2)

Audit-related fees ~~in 2015~~for 2019 consist of fees paid for the employee benefit plan audit and fees ~~incurred for the due diligence procedures performed in 2015 related to acquisition work. Audit-related fees in 2014 consist of: fees~~ paid for ~~the employee benefit plan audit; fees related to foreign statutory audit; fees paid for~~financial due diligence procedures related to the ~~SensoryEffects acquisition; and fees for other accounting related questions.~~Chemogas acquisition.

(3)

Tax fees for 2019 consist ~~of: fees for~~of tax ~~services~~due diligence procedures related to ~~payroll; fees for VAT returns; and fees for other tax related questions.~~the Chemogas acquisition.

Audit Committee Financial Expert

The Board of Directors has determined that ~~Perry W. Premdas,~~Mr. Knutson, the Chairman of the Audit committee, is an “audit committee financial expert” as defined under SEC rules.

Policy on Pre-Approval of Audit and Non-Audit Services

All audit and non-audit services provided to the Company by the independent accountants are pre-approved by the Audit Committee or in certain instances by one or more of its members pursuant to delegated authority. At the beginning of each year, the Audit Committee reviews and approves all known audit and non-audit services and fees to be provided by and paid to the independent accountants. During the year, specific audit and non-audit services or fees not previously approved by the Audit Committee are approved in advance by the Audit Committee or in certain instances by one or more of its members pursuant to delegated authority. In addition, during the year the Chief Financial Officer and the Audit Committee monitor actual fees to the independent accountants for audit and non-audit services.

The Audit Committee reviewed all audit and non-audit services provided by RSM with respect to the fiscal year ended December 31, ~~2015~~2019 and concluded that the provision of such services was compatible with maintaining independence in the conduct of its auditing functions. All audit and non-audit services provided by RSM described in the table above were pre-approved by the Audit Committee.

Audit Committee Report

The Board of Directors has appointed an Audit Committee consisting of ~~four~~three directors. Each member of the Audit Committee is independent as defined under the NASDAQ Marketplace Rules and SEC independence requirements applicable to audit committee members. The Board of Directors has adopted a written charter with respect to the Audit Committee’s responsibilities. The Audit Committee oversees the Company’s internal and independent auditors and assists the Board of Directors in overseeing matters relating to the Company’s financial reporting process and risk exposure.

In fulfilling its responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended December 31, ~~2015~~2019 with management and discussed the audit with RSM, the Company’s independent registered public accounting firm. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (“~~PCAOB”~~PCAOB”) Auditing Standard No. 16 (Communications with Audit

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Committees). This included a discussion of the independent auditors’ judgment as to the quality, not just the acceptability, of the Company’s accounting principles as applied to the Company’s financial reporting, and such other matters that generally accepted auditing standards require to be discussed with the Audit Committee. The Audit Committee also received from RSM the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with RSM and management RSM’s independence.

Management is responsible for maintaining internal controls over financial reporting and assessing the effectiveness of internal control over financial reporting. The independent registered public accounting firm’s responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on their audit. In fulfilling its oversight responsibilities, the Audit Committee reviewed the Company’s assessment process of internal controls over financial reporting. The Audit Committee reviewed with the independent registered public accounting firm any deficiencies that had been identified during their engagement.

The Audit Committee also considered whether the provision of non-audit services by RSM to the Company is compatible with RSM’s independence. RSM advised the Audit Committee that RSM was and continues to be independent with respect to the Company.

Based upon the reviews, discussions and considerations referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2015~~2019 for filing with the Securities and Exchange Commission.

The Audit Committee has also recommended that the Board of Directors approve the selection of RSM as the Company’s independent auditors for ~~2016.~~2020.

Submitted by the Audit Committee of the Board of Directors.

	~~Perry W. Premdas~~		Daniel E. Knutson (Chair)
			Paul D. Coombs
			David B. Fischer
	~~Edward L. McMillan~~		Joyce Lee

			being the members of the Audit
	Committee of the Board of Directors

3448

~~PROPOSAL NO. 3~~

~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

Since 2011, as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company’s stockholders were provided with an opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s Named Executive Officers. At our 2015 annual meeting of stockholders, our stockholders overwhelmingly approved our “say-on-pay” resolution with more than 80% of the votes cast by the holders of Common Stock approving the executive compensation described in our 2015 Proxy Statement. In response to the voting results regarding the frequency of say-on-pay vote, this year, the Company again seeks your advisory vote and asks that you approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement.

Please refer to the sections entitled “Compensation Committee and Processes”, “Compensation Discussion and Analysis”, and the tables and narratives in the Executive Compensation portion of this Proxy Statement for the discussion and summary of the policies of the Compensation Committee which form the basis for the compensation of our Named Executive Officers and information on the amounts paid.

We are asking for shareholder approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rules, which includes the disclosures under the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion accompanying the tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this Proxy Statement. Because this vote is advisory only, the vote is not binding; however, the Compensation Committee will consider the results of shareholder voting in making future compensation decisions regarding Named Executive Officers.

Assuming a quorum is present, the affirmative vote of a majority of all votes cast on the proposal, in person or represented by proxy, is required for approval of this proposal. Abstentions and broker non-votes will not be counted as votes cast, and will have no effect on the vote.

~~THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL~~

TABLE OF ~~THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.~~

CONTENTS

Quorum Required

Maryland law and the Company’s Bylaws require the presence of a quorum for the ~~Meeting,~~meeting, defined as the presence ~~in person~~at the Meeting or represented by proxy of ~~stockholders~~shareholders entitled to cast a majority of all the votes entitled to be cast at the Meeting. Abstentions will be treated as “present” for purposes of determining whether a quorum has been reached.

Voting Securities

~~Stockholders~~Shareholders of record on ~~April 20, 2016 (the “Record Date”)~~Record Date will be eligible to vote at the Meeting. The voting securities of the Company consist of its Common Stock, ~~$.06-2/3 par value,~~ of which ~~31,570,778~~32,316,681 shares were outstanding on the Record Date. Each share of Common Stock outstanding on the Record Date will be entitled to one vote.

~~Stockholder~~Shareholder Proposals for ~~2017~~2021 Annual Meeting of Shareholders

From time to time, the ~~stockholders~~shareholders of the Company may wish to submit proposals which they believe should be voted upon by the ~~stockholders. The Securities and Exchange Commission has adopted~~shareholders. SEC regulations ~~which~~ govern the inclusion of such proposals in the Company’s ~~annual meeting~~ proxy materials. ~~In order for~~For a proposal to be eligible for inclusion in the Company’s ~~proxy statement~~Proxy Statement for the ~~2017 annual meeting,~~2021 Annual Meeting, it must be received by the Secretary of the Company at the Company’s principal executive offices no later than ~~January 6, 2017~~December 28, 2020 and must satisfy the other requirements in the SEC regulations.

With respect to any ~~stockholder~~shareholder proposal intended to be presented at the ~~2017 annual meeting,~~2021 Annual Meeting of Shareholders but not submitted for inclusion in the Company’s proxy materials for that meeting, the proxy for such meeting will confer discretionary authority to vote on such proposal unless the Company is notified of such proposal not later than March ~~22, 2017~~13, 2021 (45 days prior to the anniversary of the date this Proxy Statement is first being sent to ~~stockholders)~~shareholders).

Director Attendance at Annual Meetings of Shareholders

The Company’s policy with regard to directors’ attendance at annual meetings of shareholders is included in the Governance Guidelines. All of our directors attended the Company’s 2019 annual meeting of shareholders.

Matters Not Determined at the Time of Solicitation

The Board of Directors is not aware of any matters to come before the Meeting other than as described above. If any matter other than as described above should come before the Meeting, then the persons named in the enclosed form of ~~proxy~~Proxy Card will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment.

Approval of any other matter that may come before the Annual Meeting is be determined by the affirmative vote of a majority of all votes cast on the matter, ~~in person~~by attending the virtual meeting or represented by proxy. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the vote.

~~New Hampton, New York~~

TABLE OF CONTENTS

This year our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We encourage our shareholders to participate in the Annual Meeting. As described below, technical support will be available to you on the Meeting date through the Meeting Platform. If you have questions about participating in the Annual Meeting prior to Meeting date, please email the undersigned at mstach@balchem.com. If your questions are technical in nature, they will be referred to Balchem’s Information Technology department for resolution.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/BCPC2020 and enter the 16-digit control number included on Proxy Card or Materials’ Notice or on the instructions that accompanied your proxy materials. You may begin to log into the Meeting Platform beginning at 1:55 p.m. EDT on June 18, 2020. The meeting will begin promptly at 2:00 p.m. EDT on June 18, 2020.

If you wish to submit a question, you may submit your question during the meeting, log into the Meeting Platform at www.virtualshareholdermeeting.com/BCPC2020, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the Meeting due to time constraints will be posted online and answered at https://www.balchem.com/investor.relations/. The questions and answers will be available as soon as practical after the Meeting and will remain available until one week after posting.

If you encounter any technical difficulties with the Meeting Platform on the Meeting day, please call the technical support number that will be posted on the Meeting Platform. Technical support will be available starting at 8:00 a.m. EDT on June 18, 2020 and will remain available until thirty minutes after the Meeting has finished.

			/s/ Mark A. Stach
			Mark A. Stach
			Secretary
			April 27, 2020

			New Hampton, New York

The Annual Report to ~~Stockholders~~Shareholders of the Company for the fiscal year ended December 31, ~~2015~~2019 is being mailed to ~~stockholders with these proxy materials.~~shareholders this Proxy Statement. The Annual Report does not form part of ~~these proxy materials~~this Proxy Statement for the solicitation of proxies.

			~~VOTE BY INTERNET - www.proxyvote.com~~
			Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	~~BALCHEM CORPORATION~~		~~Electronic Delivery of Future PROXY MATERIALS~~
	~~52 SUNRISE PARK ROAD~~ ~~NEW HAMPTON, NY 10958~~		If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

			~~VOTE BY PHONE - 1-800-690-6903~~
			Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

			~~VOTE BY MAIL~~
			~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

	~~KEEP THIS PORTION FOR YOUR RECORDS~~
~~THIS~~ ~~PROXYCARDISVALIDONLYWHENSIGNED AND DATED.~~	~~DETACH AND RETURN THIS PORTION ONLY~~

~~The Board of Directors recommends you vote FOR the following:~~		~~For~~	~~Withhold~~	~~For All~~	~~To withhold authority to vote for any~~
		~~All~~	~~All~~	~~Except~~	~~individual nominee(s), mark “For All~~
~~1. Election of Directors~~					~~Except” and write the number(s) of the~~
~~Nominees~~		☐	☐	☐	~~nominee(s) on the line below.~~

~~01 Dino A. Rossi~~	~~02 Theodore L. Harris~~	~~03 Matthew D. Wineinger~~

~~The Board of Directors recommends you vote FOR proposals 2 and 3.~~		~~For~~	~~Against~~	~~Abstain~~

2	~~Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year 2016.~~	☐	☐	☐

3	~~Non-binding advisory approval of Named Executive Officers’ compensation as described in the Proxy Statement.~~	☐	☐	☐

~~NOTE:~~ ~~Such other business as may properly come before the meeting or any adjournment thereof.~~

~~For address change/comments, mark here.~~			☐
~~(see reverse for instructions)~~
	~~Yes~~	No
~~Please indicate if you plan to attend this meeting~~	☐	☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~	~~Signature (Joint Owners)~~	~~Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~ ~~The Notice & Proxy Statement, Annual Report is/ are available at~~ ~~www.proxyvote.com~~.

TABLE OF CONTENTS

~~REVOCABLE PROXY~~

~~BALCHEM CORPORATION~~

~~PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

~~FOR THE ANNUAL MEETING TO BE HELD JUNE 15, 2016~~

The undersigned hereby appoints Theodore L. Harris, Frank J. Fitzpatrick and William Backus, and each of them individually, as attorneys and proxies of the undersigned, with full power of substitution, at the Annual Meeting of Stockholders of Balchem Corporation scheduled to be held on June 15, 2016, and at any adjournment thereof, and to vote all shares of Common Stock of the Company which the undersigned is entitled to vote on all matters coming before said meeting. The undersigned hereby revokes all proxies previously given by the undersigned to vote at this meeting or any adjournment thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, the proxies will vote: FOR the nominees for election as directors named on this proxy card; FOR the ratification of the appointment of RSM US LLP, as the Company’s independent registered public accounting firm for the year 2016; FOR approval of the compensation of our Named Executive Officers; and in their discretion on such other matter as may properly come before the meeting.

~~Address change/comments:~~

~~(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)~~

~~Continued and to be signed on reverse side~~

TABLE OF CONTENTS


DATE AND TIME:	Thursday, June 18, 2020, 2 p.m. Eastern Daylight Savings Time (“EDT”)

PLACE:	On line, at www.virtualshareholdermeeting.com/BCPC2020


ITEMS OF BUSINESS:	1.	To elect three Class 13 directors to the Balchem Board of Directors to serve until the ~~Annual Meeting of Stockholders in 2019 and thereafter until their respective successors are elected and qualified;~~2023 annual meeting;

	4.		To transact such other business as may properly come before the Meeting or any adjournment thereof.


WHO CAN VOTE:		Record holders of Common Stock at the close of business on April 21, 2020.


HOW TO VOTE:		Shareholders who receive a printed copy of this Proxy Statement and who do not expect to attend the Meeting are requested to complete, date and sign the enclosed Proxy Card and promptly return the same in the stamped, self-addressed envelope enclosed for your convenience. Shareholders may also submit a Proxy Card over the internet or by phone, at www.proxyvote.com. You will need to input the control number located on the Proxy Card or Notice of Availability of Proxy Materials (the “Materials’ Notice”) when accessing these documents. If you attend the Meeting virtually, using the above website, you will be able to vote and submit questions from any remote location that has internet connectivity.


2019 ANNUAL REPORT AND DATE OF DISTRIBUTION:		For more complete information, please review the Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended 2019. A copy of our Annual Report to Shareholders for the fiscal year ended December 31, 2019 accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report to Shareholders are first being made available or mailed to shareholders on or about April 27, 2020.

~~Dated: May ___, 2016~~			~~Dino~~By order of the Board of Directors,



April 27, 2020			Mark A. ~~Rossi, Chairman~~Stach, Secretary

☐
☐			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)
			(1)			Title of each class of securities to which the transaction applies:

	2)
			(2)			Aggregate number of securities to which the transaction applies:

	3)
			(3)			Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 ~~(Set~~(set forth the amount on which the filing fee is calculated and state how it was determined):	��

☐
☐			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

2)
	(2)	Form, Schedule or Registration Statement No.: ~~N/A~~

	(3)	Filing Party:

	(4)	Date Filed:

	Notice of Annual Meeting			4
	Balchem Corporation Company Highlights And Proxy Statement Executive Summary			5
	About Balchem			5
	2019 Financial Highlights			6
	Proxy Statement Of Balchem Corporation			7
	Meeting Agenda And Recommendations			7
	Questions and Answers about the Balchem Annual meeting			8
	MANAGEMENT PROPOSALS			11
	PROPOSAL 1. ELECTION OF DIRECTORS			11
	Directors Standing For Re-Election			11
	Vote Required to Elect Directors			12
	Continuing Directors’ Biographical Information			13
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			16
	PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			17
	CORPORATE GOVERNANCE			18
	Balchem’s Board of Directors			18
	Director Independence			18
	Meeting Attendance			18
	Current Board Leadership Structure			18
	Lead Director			18
	Communicating with the Board of Directors			19
	Executive Sessions of the Board of Directors			19
	Committees of the Board of Directors			19
	Audit Committee			20
	Compensation Committee			20
	Corporate Governance and Nominating Committee			21
	Executive Committee.			22
	Nominations of Directors			22
	Director Compensation			23
	Codes of Business Conduct and Ethics			24
	Sustainability			24
	Section 16(a) Beneficial Ownership Reporting Compliance			24

3) Compensation Committee Interlocks and Insider Participation	~~Filing Party: N/A~~	24
COMPENSATION DISCUSSION AND ANALYSIS		25
Named Executive Officers		25
What We Do and Do Not Do		25
Consideration of 2019 Shareholder Advisory Vote on Executive Compensation		26
Compensation Objectives and Philosophy		27
Compensation Committee Methodology		27
Compensation Committee Report		34
EXECUTIVE COMPENSATION		35
Summary Compensation Table		35
2019 Grants of Plan-Based Awards		37
Terms and Conditions of Awards		38
CEO Pay Ratio		38
Outstanding Equity Awards at Fiscal Year End 2019		39
Option Exercises and Stock Vested in 2019		40
Nonqualified Deferred Compensation		41
Termination of Employment and Change of Control Arrangements		41
Related Party Transactions		43
Equity Compensation Plan Information		44
Security Ownership of Certain Beneficial Owners and ofManagement		45
INFORMATION RELATING TO PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		47
MISCELLANEOUS ITEMS		49
Quorum Required		49
Voting Securities		49
Shareholder Proposals for 2021 Annual Meeting of Shareholders		49
Director Attendance at Annual Meetings of Shareholders		49
Matters Not Determined at the Time of Solicitation		49
Instructions for the Virtual Annual Meeting		50

NEO	2015 Target Bonus		2015 Discretionary Bonus
Ted Harris	$	400,000	$	250,000
Bill Backus	$	110,880	$	75,000
Frank Fitzpatrick	$	129,600	$	83,500
Dave Ludwig	$	88,538	$	50,000
Matthew Houston	$	55,000	$	33,500

Name	Number of Performance Shares (EBITDA) (#)⁽¹⁾	Number of Performance Shares (TSR) (#)⁽¹⁾	Number of Shares Underlying Options (#)⁽¹⁾	Exercise Price of Option Awards ($/Sh)
Theodore L. Harris	3,700	3,430	24,350	$60.85
William A. Backus	1,010	940	25,170	$60.85
Frank J. Fitzpatrick	1,150	1,070	41,080	$60.85
David F. Ludwig	1,070	990	15,730	$60.85
Matthew D. Houston	900	840	8,250	$60.85

Name and Principal Position	Year	Salary ($)		Stock Awards ⁽¹⁾ ($)		Option Awards ⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ⁽²⁾ ($)		All Other Compensation ⁽³⁾ ($)			Total ($)
Dino A. Rossi	2015	$	200,000	$	1,082,308	$	764,575	$	0	$	190,822	(a)	$	2,237,705
Chairman, (Retired	2014	$	702,000	$	286,690	$	332,750	$	827,080	$	40,154		$	2,188,675
President & CEO)	2013	$	653,352	$	229,445	$	347,757	$	481,519	$	37,226		$	1,749,298

Theodore L. Harris	2015	$	319,617	$	241,922	$	124,253	$	250,000	$	0		$	1,216,175
President & CEO

William A. Backus	2015	$	246,400	$	255,000	$	180,070	$	75,000	$	26,307	(b)	$	782,778
CFO and Treasurer	2014	$	220,000	$	95,740	$	170,891	$	96,566	$	22,735		$	605,932
	2013	$	190,000	$	55,316	$	137,193	$	58,551	$	21,559		$	462,619

Frank J. Fitzpatrick	2015	$	280,000	$	241,922	$	124,253	$	83,500	$	31,831	(c)	$	761,506
Vice President	2014	$	266,000	$	114,087	$	125,999	$	132,929	$	27,631		$	666,646
Administration, Asst. Secretary	2013	$	255,500	$	96,819	$	193,850	$	91,808	$	27,407		$	665,384

David F. Ludwig	2015	$	260,000	$	214,646	$	87,791	$	50,000	$	33,062	(d)	$	645,498
VP/GM Specialty	2014	$	252,960	$	85,575	$	93,592	$	69,796	$	29,071		$	530,994
Products	2013	$	248,000	$	78,335	$	152,635	$	20,582	$	28,755		$	528,307

Matthew D. Houston	2015	$	222,000	$	162,874	$	85,077	$	33,500	$	29,572	(e)	$	533,023
General Counsel and	2014	$	212,000	$	48,793	$	55,513	$	74,953	$	25,484		$	416,743
Secretary	2013	$	204,000	$	36,501	$	52,702	$	40,877	$	24,604		$	358,683

	Estimated Possible Payouts under Non-Equity Incentive Plan Awards ⁽¹⁾								Estimated Possible Payouts under Equity Incentive Plan Awards ⁽²⁾
Name	Threshold		Target		Stretch		Max		Threshold		Target		Max
Theodore L. Harris	$	300,000	$	600,000	$	780,000	$	1,200,000	$	450,000	$	900,000	$	1,800,000
William A. Backus	$	49,500	$	99,000	$	128,700	$	198,000	$	110,000	$	220,000	$	440,000
Frank J. Fitzpatrick	$	59,850	$	119,700	$	155,610	$	239,400	$	133,000	$	266,000	$	532,000
David F. Ludwig	$	44,268	$	88,536	$	115,097	$	177,072	$	126,480	$	252,960	$	506,000
Matthew D. Houston	$	26,500	$	53,000	$	68,900	$	106,000	$	106,000	$	212,000	$	424,000

	Option Awards							Stock Awards				Performance Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾		Un- Exercisable ⁽¹⁾		Option Exercise Price ($)		Option Expiration Date	Number of Shares of Stock that Have Not Vested⁽²⁾		($)		Number of Shares of Stock that Have Not Vested⁽²⁾		($)

Dino A. Rossi		9,134			$	29.06	2/28/2022
		22,069			$	38.10	2/19/2023
		17,160			$	50.32	2/26/2024
		23,724			$	58.52	2/19/2025

Theodore L. Harris
		-		10,000	$	54.87	4/28/2025
									54,000	$	3,283,200		5,100	$	310,080

William A. Backus		12,000		-	$	21.39	12/8/2019
		14,000		-	$	32.21	12/6/2020
		5,000		-	$	40.95	6/1/2021
		12,000		-	$	29.06	2/28/2022
		2,500		-	$	31.02	6/14/2022
		8,400		5,600	$	38.10	2/19/2023
		3,000		12,000	$	50.32	2/26/2024
		-		4,178	$	58.52	2/19/2025
									11,262	$	684,730		2,090	$	127,072

Francis J. Fitzpatrick		2,750		-	$	32.21	12/6/2020
		6,169		4,112	$	38.10	2/19/2023
		1,281		5,123	$	50.32	2/26/2024
		-		6,354	$	58.52	2/19/2025
									11,256	$	684,365		2,270	$	138,016

David F. Ludwig		12,750		-	$	21.39	12/8/2019
		23,200		-	$	32.21	12/6/2020
		12,970		-	$	29.06	2/28/2022
		5,481		3,653	$	38.10	2/19/2023
		364		1,456	$	50.32	2/26/2024
		-		5,385	$	58.52	2/19/2025
									9,495	$	577,296		2,150	$	130,720

Matthew D. Houston		5,300		-	$	32.21	12/6/2020
		5,835		-	$	29.06	2/28/2022
		2,608		1,738	$	38.10	2/19/2023
		716		2,863	$	50.32	2/26/2024
		-		3,787	$	58.52	2/19/2025
									5,656	$	343,885		1,810	$	110,048

	Mr. Harris		Mr. Backus		Mr. Fitzpatrick		Mr. Ludwig		Mr. Houston
28-Feb-16				2,500		4,769		4,142		1,863
28-Apr-16		27,000
19-Feb-17				1,447		2,456		3,081		1,466
28-Apr-17		27,000
1-Jan-18		5,100		2,090		2,270		2,150		1,810
26-Feb-18				1,000		2,031		577		1,135
19-Jun-18				5,000
19-Feb-19				1,315		2,000		1,695		1,192
		59,100		13,352		13,526		11,645		7,466

Benefits and Payments upon Termination
	Severance		ICP Bonus (1)		Acceleration of Vesting of Options and Restricted Stock (2)		Total
Voluntary termination by Mr. Harris or termination for Cause	$	0	$	600,000	$	0	$	600,000
Termination by Mr. Harris within 12 months after demotion by Company or as a result of constructive termination	$	1,200,000	$	600,000	$	3,652,580	$	5,452,580
Termination by Company following a Change of Control, except for Cause(3)	$	1,200,000	$	600,000	$	3,652,580	$	5,452,580
Voluntary termination by Mr. Harris following a Change of Control(3)	$	600,000	$	600,000	$	3,652,580	$	4,852,580
Termination by Company for any reason other than for Cause or after receipt of notice of termination from Mr. Harris	$	1,200,000	$	600,000	$	3,652,580	$	5,452,580
Death	$	0	$	600,000	$	0	$	600,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards (1)(2) ($)		All Other Compensation ($)		Total ($)
Paul Coombs	$	56,000		–		–	$	56,000
David Fischer	$	51,000		–		–	$	51,000
Edward McMillan	$	67,000		–		–	$	67,000
Perry Premdas	$	64,000		–		–	$	64,000
Dino Rossi	$	30,000		–		–	$	30,000
John Televantos	$	80,000		–		–	$	80,000
Matthew Wineinger	$	18,000		–		–	$	18,000

	(a)	(b)	(c)
Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights¹	Weighted-average exercise price per share of outstanding options, warrants and rights	Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
Equity compensation plans approved by security holders	1,018,631	$37.31	3,792,007
Equity compensation plans not approved by security holders	-	-	-
Total	1,018,631	$37.31	3,792,007

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)

Brown Capital Management, LLC (3)*		3,249,721		10.29	%
BlackRock Institutional Trust Company, N.A. (4)*		2,749,774		8.71	%
The Vanguard Group Inc. (5)*		2,395,530		7.59	%
Neuberger Berman, LLC (6)*		1,957,920		6.20	%
Dino A. Rossi (7)*		184,572			**
David F. Ludwig (8)*		93,069			**
Frank J. Fitzpatrick (9)*		91,421			**
William A. Backus (10)*		90,144			**
Theodore L. Harris (11)*		54,252			**
Matthew D. Houston (12)*		49,737			**
Perry W. Premdas (13)*		45,861			**
Edward L. McMillan (14)*		33,134			**
John Y. Televantos (15)*		29,045			**
Paul D. Coombs (16)*		19,722			**
David B. Fischer (17)*		14,722			**
Matthew D. Wineinger (18)*		1,808			**

Totals Executive Officers/Directors (19)		707,487		2.24	%

Shares Outstanding April 1, 2016		31,574,578

John Y. Televantos (Chairman)

David B. Fischer

~~Edward L. McMillan~~

Perry W. Premdas

Matthew D. Wineinger