Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Neogen Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

PROXY STATEMENT

September 12, 2025

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 23, 2025, at 10:00 a.m. Eastern Time. The 2025 Annual Meeting of Shareholders will be a completely virtual meeting conducted via webcast. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access and exchange with the Board and management as an in-person meeting. You will be able to participate in the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2025.

We are providing proxy materials to our shareholders primarily through the internet. We are using this process to facilitate our shareholders' receipt of proxy materials in an expedited manner and to lower the costs of conducting our Annual Meeting. On or about September 12, 2025, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the information contained in this Proxy Statement and the Annual Report, and it provides you with information on voting. The proxy materials available online include our 2025 Proxy Statement and our Annual Report for our fiscal year ended May 31, 2025.

It is important that your shares are represented at the Annual Meeting, regardless of how many shares you own. Whether or not you plan to attend the Annual Meeting virtually, please vote your shares as soon as possible using one of the methods listed in the Proxy Statement.

We appreciate your continued confidence in Neogen and look forward to your participation in our virtual Annual Meeting.

Sincerely,

Mike Nassif

President & Chief Executive Officer

Your vote is important. Even if you plan to attend the meeting virtually,

PLEASE VOTE YOUR SHARES PROMPTLY.

Notice of 2025 Annual Meeting of Shareholders of Neogen Corporation

You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 23, 2025, at 10:00 a.m. Eastern Time. The 2025 Annual Meeting of Shareholders will be a completely virtual meeting conducted via webcast. You will be able to participate in the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2025.

Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the internet this year. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around September 12, 2025, which provides them with instructions on how to vote and how to electronically access the proxy materials on the internet. It also provides them with instructions on how to request paper copies of these materials, should they so desire.

September 12, 2025

Neogen Corporation

620 Lesher Place

Lansing, MI 48912

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

October 23, 2025

Table of Contents

General Information

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

October 23, 2025

General Information

We are providing this Proxy Statement to the shareholders of Neogen Corporation ("Neogen", the "Company", "we", "us", "our") in connection with the solicitation of proxies by the Board of Directors of Neogen (the "Board") for use at the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Neogen Corporation to be held on Thursday, October 23, 2025, at 10:00 a.m., Eastern Time, and at any adjournment of the meeting. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/NEOG2025.

Similar to recent years, our 2025 Annual Meeting is being held on a virtual-only basis with no physical location. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access and exchange with the Board and management as an in-person meeting. We believe that we are observing best practices for virtual shareholder meetings, including providing a support line for technical assistance and addressing as many shareholder questions as time allows.

Our principal executive offices are located at 620 Lesher Place, Lansing, Michigan 48912. Our telephone number is 517-372-9200. These proxy materials were furnished to shareholders on September 12, 2025.

There are three proposals scheduled to be voted on at the Annual Meeting:

Electronic Delivery of Proxy Materials

Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of the Proxy Statement and Annual Report. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders.

On or about September 12, 2025, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the information contained in this Proxy Statement and the Annual Report, and it provides you with information on voting.

If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a paper copy of our proxy materials, follow the instructions contained in the Notice of Internet Availability of Proxy Materials about how you may request to receive your materials in printed form on a one-time or ongoing basis.

General Information

Voting and Solicitation

All shares represented by a properly executed proxy will be voted unless the proxy is revoked. If a choice is specified, it will be voted in accordance with that specification. If no choice is specified, the proxy holders will vote the shares in accordance with the recommendations of the Board, stated below. With respect to any matter not set forth on the proxy card that properly comes before the Annual Meeting, the proxy holders named in the proxy card will vote as the Board recommends or, if the Board makes no recommendation, at the Board's discretion.

In summary, the Board recommends that you vote:

All shareholders at the close of business on August 26, 2025, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. On August 26, 2025, there were 217,298,626 shares of the Company's common stock outstanding. For each proposal, each shareholder is entitled to one vote for each share of the Company's common stock owned on the record date for the Annual Meeting.

If you are a shareholder of record, you may vote your shares in one of the following ways:

If your shares are registered in the name of your broker, bank, or other agent, you are the "beneficial owner" of those shares and those shares are considered as held in "street name." If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice or proxy card and voting instructions with these proxy materials from that organization rather than directly from the Company. Follow the instructions provided by your broker, bank, or other agent to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information or you otherwise have questions about how to vote your shares held in "street name," please contact your broker, bank, or other agent.

A broker non-vote occurs when a shareholder holds his or her stock through a broker and the broker does not vote those shares. This usually occurs because the broker has not received timely voting instructions from the shareholder and the broker does not have discretionary voting power for the particular item upon which the vote is taken. Under applicable law, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of the Company's independent auditors. We believe the other proposals are not considered routine matters under applicable rules.

It is important that you instruct your broker how to vote shares held by you in street name using the voting instruction form provided by your broker. Your broker should vote your shares as you direct if you provide timely instructions on how to vote by following the instructions provided to you by your broker.

General Information

Revocation of Proxies; Changing of Voting Instructions

Any proxy given pursuant to this solicitation can be revoked by the person giving it at any time before its exercise by the filing of a written notice of revocation with our Corporate Secretary, by delivering to our Corporate Secretary a duly executed proxy bearing a later date, by voting by phone or internet at a later time, or by attending the Annual Meeting and voting virtually. If you are a beneficial owner of shares held in street name, you can submit new voting instructions by contacting your brokerage firm, bank, or other holder of record.

Participation in the Annual Meeting

To participate in the Annual Meeting, you will need to provide the 16-digit control number included on your proxy card or that you received from your broker, bank, or other agent. If you do wish to participate in the Annual Meeting, please log on to www.virtualshareholdermeeting.com/NEOG2025 at least 15 minutes prior to the start of the Annual Meeting to provide time to register, download the required software, if necessary, and test your internet connectivity. The webcast replay will be available at www.virtualshareholdermeeting.com/NEOG2025 until the 2026 Annual Meeting of Shareholders. If you access the meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.

We are committed to ensuring that our shareholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. Each year at the Annual Meeting, we hold a question-and-answer session following the formal business portion of the meeting, during which shareholders can submit questions to us. We anticipate having such a question-and-answer session at the 2025 Annual Meeting. You can submit a question beginning 15 minutes prior to the start of the Annual Meeting and up until the time we indicate that the question-and-answer session is concluded. However, we encourage you to submit your questions before or during the formal business portion of the meeting and our prepared statements, in advance of the question-and-answer session, in order to ensure that there is adequate time to address questions in an orderly manner.

In order to submit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the proxy card that you received in the mail or that you received from your broker, bank, or other agent. Once you have logged on to the webcast at www.virtualshareholdermeeting.com/NEOG2025, type your question in the "ask a question" box and click "submit." You can log in 15 minutes before the start of the Annual Meeting and submit questions online. We encourage you to submit any question that is relevant to the business of the meeting. Questions will be read and addressed during the Annual Meeting, as time permits.

We have provided a toll-free technical support "help line" that can be accessed by any shareholder who is having challenges logging into or participating in the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support line number that will be posted on the virtual Annual Meeting login page.

Quorum; Required Vote

A majority of the outstanding shares entitled to vote, in attendance virtually or by proxy, will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will count for purposes of determining whether or not a quorum is present.

The vote required, including the effect of broker non-votes and abstentions, for each of the matters presented for shareholder vote, is as follows:

General Information

In considering what action to recommend with respect to the tendered resignation, the Governance Committee would take into account all factors deemed relevant by members of the Governance Committee including, without limitation, any stated reasons why shareholders "withheld" votes for the re-election of such director, the length of service and qualifications of the director whose resignation has been tendered, the overall composition of the Board, the director's contributions to the Company, the mix of skills and backgrounds on the Board, whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the Securities and Exchange Commission (the "SEC") or Nasdaq, and the Company's Corporate Governance Guidelines. The Board would act on the Governance Committee's recommendation no later than 90 days following certification of the shareholder vote. In considering the Governance Committee's recommendation, the Board would consider the factors and possible actions considered by the Governance Committee and such additional information, factors, and possible actions as the Board believes to be relevant or appropriate. To the extent that one or more directors' resignations are accepted by the Board, the Governance Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

Solicitation of Proxies

The Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by the Company. The Company will reimburse brokers, banks or other agents for reasonable expenses that they incur in sending the proxy materials to you if a broker, bank, or other agent holds shares of our common stock on your behalf. In addition, the Company's directors and employees also can solicit proxies in person, online, by telephone, or by other means of communication. Such directors and employees will not be paid any additional compensation for soliciting proxies.

Proposal 1: Election of Directors

Proposals For Shareholder Action

Proposal 1: Election of Directors

The Company's Articles of Incorporation and Bylaws provide that the Company will have at least five and no more than 11 directors, with the exact number to be determined by the Board. The Board currently has 10 directors. The directors are classified into three classes to serve for the terms set forth next to their names or until their successors have been duly qualified and elected.

Unless otherwise instructed, proxy holders will vote the proxies received by them for the election of the nominees named below. Three of the four nominees for director this year are currently directors of the Company. If any nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee designated by the Board. The Board has no reason to believe that the nominees named will become unavailable for re-election or be unable to serve if elected. Any vacancy occurring on the Board for any reason may be filled by vote of a majority of the directors then in office for the full term of the class in which the vacancy occurs.

Director Retirements

James Tobin retired as a director on May 31, 2025. Mr. Tobin served on Neogen's Board since 2016. In addition, Dr. William T. Boehm will be retiring as a director when his term ends at the 2025 Annual Meeting. Dr. Boehm served on Neogen's Board since 2011. The Board would like to thank Mr. Tobin and Dr. Boehm for their significant contributions during their service as members of the Board.

On August 14, 2025, the Board appointed Avi Pelossof to the Board, effective October 24, 2025, to fill the vacancy left with Dr. Boehm's retirement. Mr. Pelossof was appointed as a Class II director to hold a term expiring at the 2028 annual meeting of shareholders.

Proposal 1: Election of Directors

Information Regarding Nominees and Directors

The following table sets forth the names, ages, membership on Board committees and certain other information for each of the nominees for election to the Board and each of the other members of our Board whose terms on the Board will continue after the Annual Meeting.

* - Denotes Committee Chair

Dr. William Boehm, who will be retiring from the Board at the 2025 Annual Meeting, currently serves as the Chair of the Audit Committee. The Board expects to appoint a new Chair of the Audit Committee, effective October 24, 2025.

The following is a brief summary of the business experience for at least the past five years for each of the nominees and for each of the members of our Board whose terms on the Board will continue after the Annual Meeting.

Nominees for the Board of Directors:

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Each nominee has consented to be listed in this Proxy Statement and agreed to serve as a director if elected by the shareholders. If any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, which we do not anticipate, then the Board may designate a new nominee. In that case, the persons named as proxies in the attached proxy card will vote shares for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve). Alternatively, the Board may reduce the size of the Board.

Proposal 1: Election of Directors

Other current members of the Board:

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 2: To Approve, On An Advisory Basis, The Compensation of Named Executive Officers

Proposal 2: To Approve, On An Advisory Basis, The Compensation of Named Executive Officers

The "Compensation Discussion and Analysis" section of this Proxy Statement describes, among other things, the Company's executive compensation policies and practices. Federal laws require that our shareholders be given the opportunity to provide, on an advisory basis, approval of the compensation of Company executives, as disclosed in this Proxy Statement and, therefore, we are providing this advisory proposal as required by Section 14A of the Exchange Act. Under the legislation that requires this vote, the shareholder vote is neither binding on the Board nor the Company and may not be construed as overruling any decision made by the Board or the Company or as creating or implying any change in the fiduciary duties owed by the Board. However, the Board values the views of shareholders and intends to take the outcome of this annual shareholder advisory vote into consideration when making future executive compensation decisions.

Therefore, at the Annual Meeting, shareholders will be given the opportunity to vote, on an advisory basis, to approve the compensation of the named executive officers as disclosed in this Proxy Statement under "Compensation Discussion and Analysis" and "Summary Compensation Table." This vote proposal is commonly known as a "say-on-pay" proposal and gives shareholders the opportunity to endorse or not endorse the executive pay program. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement. Shareholders are encouraged to read the full details of the Company's executive compensation program, including the primary objectives in setting executive pay, under "Compensation Objectives, Philosophy and Approach" as described in this Proxy Statement.

In an advisory vote on the frequency of the say-on-pay proposal held at our 2023 Annual Meeting of Shareholders, shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors considered by the Board, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, which will be held at our 2026 Annual Meeting of Shareholders.

In the Company's advisory say-on-pay vote at the 2024 Annual Meeting of Shareholders, only 48.8% of the votes cast on the proposal voted to approve the compensation payable to our named executive officers, as described in the proxy statement for that meeting. Although that vote was non-binding, subsequent to that meeting, the Compensation Committee and the Board considered the results of this vote and determined to make certain changes to its compensation practices. These changes are described in the "Compensation Discussion and Analysis" section below and primarily include a change to the long-term incentive compensation payable to our executives, which now includes more performance-based compensation in the form of performance share units (PSUs).

The Company evaluates the compensation of its executives at least once each year to assess whether compensation policies and programs are achieving their primary objectives. Based on its most recent evaluation, the Board believes the Company's executive compensation programs achieve these objectives, including aligning the interests of management with those of shareholders, and are therefore worthy of shareholder support. In determining how to vote on this proposal, shareholders should consider the following:

Proposal 2: To Approve, On An Advisory Basis, The Compensation of Named Executive Officers

"RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Company's Proxy Statement for its 2025 Annual Meeting of Shareholders."

Proposal 3:Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

Proposal 3: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

The Company's Audit Committee ("Audit Committee") has appointed BDO USA P.C. ("BDO") to serve as the independent registered public accounting firm for the Company for the fiscal year ending May 31, 2026. While not required, the Company is submitting the appointment to the shareholders for their ratification as a matter of good corporate practice. The affirmative vote of a majority of the votes cast at the Annual Meeting on the proposal is required for ratification. If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the 2026 fiscal year. Even if the appointment is ratified, the Audit Committee can select a different independent registered public accounting firm at any time.

Relationship with BDO

BDO has acted as the Company's independent registered public accounting firm since 2014. BDO has advised that neither the firm nor any of its members or associates has any direct financial interest or any material indirect financial interest in the Company or any of its affiliates other than as auditors. Representatives of BDO are expected to attend and be available during the Annual Meeting, with the opportunity to make a statement, and will also be available to respond to appropriate questions.

The fees billed by BDO with respect to the fiscal years ended May 31, 2025 and 2024, are as follows:

Audit Fees include amounts billed for the annual audit of the Company's fiscal year consolidated financial statements, the audit of internal control over financial reporting, the review of the consolidated financial statements included in the Form 10-Qs, consultations concerning accounting matters associated with the annual audit, comfort letters or due diligence procedures in connection with registration statements, statutory audits and related expenses. Audit-Related Fees include due diligence in connection with acquisitions, amounts billed for general accounting consultations, audits in connection with proposed or consummated acquisitions and information systems audits and other services that are reasonably related to the annual audit. In connection with its review and evaluation of non-audit services, the Audit Committee is required to and does consider and conclude that the provision of non-audit services is compatible with maintaining the independence of BDO.

Under its charter, the Audit Committee must pre-approve all services to be performed by BDO. In the event management wishes to engage BDO to perform non-audit services or services beyond the approved scope, a summary of the proposed engagement is prepared detailing the nature of the engagement, the reasons why BDO is the preferred provider of the services and the estimated duration and cost of the engagement. The Audit Committee reviews and evaluates recurring non-audit services and proposed fees as the need arises at its regularly scheduled committee meetings. At subsequent meetings, the Audit Committee receives updates regarding the services actually provided and management may present additional services for approval. All services described in the table above were pre-approved by the Audit Committee.

Security Ownership of Certain Beneficial Owners, Directors and Management

Security Ownership of Certain Beneficial Owners, Directors and Management

Principal Shareholders

The following table sets forth certain information, as of August 26, 2025, with respect to beneficial ownership of the Company's common stock by the only persons known by the Company to be the beneficial owner of more than 5% of the Company's common stock. On August 26, 2025, there were 217,298,626 shares of the Company's stock outstanding.

Security Ownership of Certain Beneficial Owners, Directors and Management

Security Ownership of Directors and Executive Officers

The following table sets forth certain information about the ownership of the Company's common stock as of August 26, 2025, held by the current directors, each nominee for director, the executive officers named in the Summary Compensation Table under "Executive Compensation" and all executive officers and directors as a group. Each of the persons listed below has sole voting and dispositive power with respect to such shares.

* Less than 1%

Information about the Board and Corporate Governance Matters

Information about the Board and Corporate Governance Matters

The Company is managed under the direction of its Board. The Board conducts its business through meetings of the Board and its committees. The Board held seven meetings, and there were a total of 19 committee meetings during fiscal 2025. Each director attended more than 75% of the total meetings of the Board and the committees on which he or she served in fiscal 2025. Directors are expected to attend the Annual Meeting of Shareholders unless they have an unavoidable schedule conflict or other valid reason. Each of the Board members serving on the Board in October 2024 attended the virtual 2024 Annual Meeting of Shareholders.

Independent Directors

A director is not considered independent unless the Board determines that he or she meets the Nasdaq independence rules and has no material relationship with the Company, either directly or indirectly, through any organization with which he or she is affiliated that has a relationship with the Company or as a result of any familial relationship. Based on a review of the responses of the directors and nominees to questions about employment history, affiliations, family and other relationships, and on discussions with the directors and nominees, the Board has determined that each of the current directors, other than Mikhael Nassif (the Company's CEO), is independent as defined in the Nasdaq independence rules.

Board Committees

The Board has four committees. The current membership, number of meetings held during fiscal 2025 and the function performed by each of these committees are described below. None of the members of any of the committees is or ever has been an employee of the Company. The Board has determined that each committee member meets the independence standards for that committee within the meaning of applicable Nasdaq and SEC regulations.

Information about the Board and Corporate Governance Matters

Information about the Board and Corporate Governance Matters

Information about the Board and Corporate Governance Matters

Board Leadership

Mr. Borel serves as the Chair of the Company's Board and leads all meetings of the Board. Through August 10, 2025, Mr. Adent served as the Company's President and Chief Executive Officer and as a member of the Board. Effective August 11, 2025, Mr. Nassif serves as the Company's President and Chief Executive Officer and as a member of the Board. Our CEO does not attend independent director sessions of the Board except upon request. The Board has concluded that this leadership structure is appropriate for the Company at this time, because it allows the Chair to focus on the effectiveness and independence of the Board while the CEO focuses on executing the Company's strategy and managing the Company's business. The independent directors meet in executive session at least quarterly.

Management's Role in Determining Executive Compensation

The Compensation Committee oversees officer compensation and makes recommendations to the Board regarding CEO compensation. Final approval of CEO compensation is made by the Board upon recommendation of the Compensation Committee. Management's involvement in determining executive compensation is limited to the Chief Executive Officer making recommendations on compensation for members of the executive management team.

Compensation Committee Interlocks and Insider Participation

During fiscal 2025, Dr. Woteki (Chair), Mr. Bernard, Dr. Boehm, Mr. Capello and Mr. Rodriguez served on the Compensation Committee. None of these directors has served as an officer or employee of the Company at any time nor have any of these directors had any relationship requiring disclosure pursuant to the standards described under "Certain Relationships and Related Party Transactions" below. Executive officers of the Company do not serve as a member of the compensation committee or board of directors of any other company that has an executive officer serving as a member of the Company's Compensation Committee or Board.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which provide a structure for the Company's Board and management to effectively pursue the Company's objectives for the benefit of its shareholders. The Corporate Governance Guidelines address, among other things, Board and committee structure, composition and procedures, director responsibilities, board service limits, compensation and continuing education, and shareholder communications with the Board. The Corporate Governance Guidelines are available in the "Investor Relations" section of the Company's website at www.neogen.com.

Anti-Hedging and Anti-Pledging Policies

The Company, pursuant to the terms of its Insider Trading Policy, prohibits all directors, officers, and employees from engaging in certain hedging transactions involving the Company's securities. The Insider Trading Policy also prohibits directors, officers, and employees from pledging Company securities as collateral for a loan or holding Company securities in a margin account without, in each case, approval from the Chief Financial Officer and Chair of the Board.

Board Role in Risk Management

The Board oversees the Company's risk management. This oversight is administered primarily through the Board's review and approval of management's business plan. This includes the Board's review and oversight of projected opportunities and challenges facing the business, business developments, strategic plans and implementation, liquidity and financial results, succession planning, capital spending and financing. The Board delegates certain of its risk management functions to various Board committees, including the Audit Committee's oversight of the Company's internal controls over financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy of internal controls and financial reporting; the Governance Committee's leadership in the evaluation of the Board and committees and its responsibility for providing oversight of the

Information about the Board and Corporate Governance Matters

Company's risk management policies and programs, including cybersecurity; and the Compensation Committee's role with respect to executive officer compensation and its relationship to the Company's business plan, as well as its review of compensation plans generally and the related risks. Each of these committees makes periodic reports to the full Board.

Contacting the Board

Shareholders and other interested persons can communicate directly with the Board or any individual director on a confidential basis by mail to Board of Directors, Neogen Corporation, 620 Lesher Place, Lansing, Michigan 48912, Attention: Corporate Secretary. All such communications will be received directly by the Corporate Secretary and forwarded to the Board or any individual director, as applicable, and will not be screened or reviewed by any other Company employee.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics applicable to all Company employees, officers and directors as well as the Company's partners and vendors. The Code of Business Conduct and Ethics is posted on the Company's website at www.neogen.comin the "Investor Relations" section and will be mailed or emailed to any shareholder upon request to the Corporate Secretary at 620 Lesher Place, Lansing, Michigan 48912.

Certain Relationships and Related Party Transactions

The Audit Committee approves or ratifies transactions in which the Company was or is to be a participant that involve directors, executive officers, or principal shareholders, as well as members of their immediate families or entities controlled by any of them, or in which they have a substantial ownership interest, where the amount involved exceeds $120,000 or that are otherwise reportable under SEC disclosure rules. Such transactions include employment by the Company of immediate family members of any director or executive officer. Management advises the Audit Committee of any such transaction that is proposed to be entered into or continued and seeks Audit Committee approval. In the event any such transaction is proposed for which a decision is required prior to the next regularly scheduled meeting of the Audit Committee, it can be presented to the Audit Committee Chair for approval and the decision will be reported to the full Audit Committee at its next meeting.

There were no such transactions with related parties during fiscal year 2025 nor are any currently proposed.

Family Relationships and Other Arrangements

There are no family relationships between any of the members of the Board's directors and executive officers. Except as described within their biographies with respect to Ms. Gupta and Mr. Capello, there are no arrangements or understandings between or among the Company's executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.

Information about our Executive Officers

Information about our Executive Officers

Named Executive Officers

Named executive officers ("NEOs") for SEC reporting purposes are:

Brief biographies of the NEOs follow.

John E. Adent, age 57, joined the Company as Chief Executive Officer (CEO) in July 2017 and was named President on September 22, 2017. Mr. Adent has extensive experience in international food and animal safety, previously serving as President and Chief Executive Officer of Animal Health International, Inc., formerly known as Lextron, Inc. Mr. Adent began his career at Ralston Purina Company, developing animal feed manufacturing and sales operations in China and the Philippines. He also served Ralston Purina's European division in Spain and Hungary when Ralston Purina spun off that business into an independent public company named Agribrands, Inc. In April 2025, it was announced that Mr. Adent would be stepping down. Mr. Adent continued to serve as CEO and President and as a member of the Company's Board of Directors until his successor was appointed.

Douglas E. Jones, age 55, joined Neogen as Chief Commercial Officer on August 17, 2020, and was named Chief Operating Officer in 2022. Prior to joining Neogen, Mr. Jones served as the President of the Companion Animal Division at Patterson Companies from 2016 to August 2020. Prior to joining Patterson, Mr. Jones served as the Head of Business Operations for the North American Merial Animal Health Division of Sanofi. Mr. Jones began his career as a management consultant with the North Highland Company and PriceWaterhouseCoopers, focusing on commercial transformation and strategy projects in the pharmaceutical, healthcare distribution and high-tech industries. Mr. Jones retired as COO effective February 28, 2025.

David H. Naemura, age 56, joined Neogen in November 2022 as Chief Financial Officer. Previously, Mr. Naemura served as the Senior Vice President and Chief Financial Officer of Vontier Corporation from February 2020 until November 2022. Mr. Naemura served as Chief Financial Officer of Gates Industrial Corporation from March 2015 to January 2020. Prior to his time at Gates Industrial Corporation, Mr. Naemura served as Vice President of Finance and Group Chief Financial Officer at Danaher Corporation from April 2012 to March 2015, and previously served as Danaher Corporation's Test & Measurement Communications Platform Chief Financial Officer from January 2009 to April 2012. Prior to 2009, Mr. Naemura was employed by Tektronix Corporation from August 2000 to January 2009, including during its acquisition by Danaher Corporation in 2007. Effective January 1, 2025, in addition to his role as the Company's CFO, Mr. Naemura was appointed as Neogen's Chief Operating Officer (COO), a position held by Doug Jones until his retirement as COO.

Amy M. Rocklin, Ph.D., age 53, joined Neogen in March 2021 as Vice President, General Counsel & Corporate Secretary. In 2022, Dr. Rocklin was named Chief Legal & Compliance Officer. In this role, she advises the CEO, Board, and senior leadership on all legal and compliance issues. Dr. Rocklin also leads the legal, compliance, regulatory, quality, validations, government and scientific affairs, and ESG functions. Dr. Rocklin also serves as the Corporate Secretary. Prior to joining Neogen, Dr. Rocklin was Division Vice President, Corporate Law at Corning Incorporated. In her nearly ten years at Corning, she held multiple leadership positions within Corning's Law Department, including Director of Law, M&A and Emerging Innovations. Before Corning, Dr. Rocklin held leadership positions at Smiths Group plc and was in private practice at the law firm of Foley & Lardner LLP.

Compensation Discussion and Analysis

Compensation Discussion and Analysis

This section of our proxy statement discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative and quantitative information regarding the manner and context in which compensation is awarded to, and earned by, our named executive officers and places in perspective the data presented in the tables and narrative that follow.

For purposes of this CD&A and the disclosure that follows, the following are Neogen's NEOs for Fiscal Year 2025:

Mr. Jones retired as Chief Operating Officer effective February 28, 2025. Following his retirement as Chief Operating Officer, Mr. Jones will continue in a part-time capacity providing transition support to both the operations and commercial organizations, as well as other assistance as needed until December 31, 2025. In addition to his role as Chief Financial Officer, David Naemura was appointed Chief Operating Officer effective January 1, 2025

Executive Summary

Our Business

Neogen is committed to fueling a brighter future for global food security through the advancement of human and animal well-being. Harnessing the power of science and technology, Neogen has developed comprehensive solutions spanning the Food Safety, Livestock and Pet Health & Wellness markets. A world leader in these fields, Neogen has a presence in over 140 countries with a dedicated network of scientists and technical experts focused on delivering optimized products and technology for its customers.

Neogen's Food Safety segment is primarily engaged in the manufacturing and marketing of diagnostic test kits and complementary products sold to food and feed producers and processors to preserve the quality of food to prevent contamination and foodborne illnesses such as pathogens, spoilage organisms, natural toxins, allergens, ruminant by-products, and general contamination in manufacturing environments. Neogen's food safety test kits are used by customers ranging from small local grain elevators to the largest, best-known food and feed processors in the world, as well as numerous regulatory agencies. Along with the detection of contaminants in foods, Neogen's food safety test kits also analyze food content, such as dietary fiber and carbohydrates.

Neogen's Animal Safety segment encompasses a broad portfolio of products and services aimed at enhancing animal health, agricultural biosecurity and genetic progress. These offerings span life sciences, veterinary instruments and disposables, animal care solutions, rodent and insect control and advanced genomics services. The segment supports livestock producers, veterinarians, researchers and companion animal owners globally.

Our Performance

In fiscal year 2025, Neogen's performance was below expectations, as the Company navigated through a weak end-market environment and global trade uncertainty, as well as foreign currency headwinds and challenges related to the integration of the former 3M Food Safety Division. Food production levels, which influence the food safety end market, are estimated to have been lower than in fiscal year 2024, due largely to the cumulative effect of inflation and resulting value-seeking behavior of many consumers. The cattle herd size, which influences The Company's animal safety end market, reached its lowest level in the US in over 70 years. We also believe the global trade uncertainty, which began to emerge during the second half of fiscal year 2025, affected the willingness of many distributors to commit to full inventory positions.

Compensation Discussion and Analysis

The Company's profitability in fiscal year 2025 was impacted primarily by lower revenue and challenges related to the integration of the former 3M Food Safety Division, including an elevated level of inventory write-offs. The Company's sample collection product line, which was relocated to a Neogen facility as part of the integration, struggled to achieve prior output levels without significant inefficiencies. The elevated inventory write-offs in fiscal year 2025 were due, in part, to complications experienced during the fiscal year 2024 exit of the transition distribution agreement related to the 3M transaction and associated ERP implementation.

Capital expenditures were elevated in fiscal 2025, due to investment required in the ongoing integration of the former 3M Food Safety Division, which negatively impacted cash flow. The final integration workstream, the start-up of Petrifilm production, progressed well in the fiscal year, with construction of the main production facility completed and a significant amount of production equipment installed.

The Company completed a refinancing of its term loan and revolving credit facility, providing financial flexibility by extending the maturity to 2030 while maintaining the same liquidity position and realizing interest expense savings. Portfolio review activities, which began in fiscal year 2024, progressed in fiscal 2025, with the announcement of the divestiture of the Company's global cleaners & disinfectants business, a transaction that was completed subsequent to the end of the fiscal year.

Consideration of Last Year's Say-on-Pay Vote

At the Company's 2024 Annual Meeting of Shareholders, shareholders were provided with an opportunity to cast an advisory vote on the compensation of the Company's named executive officers. The say-on-pay vote received only 48.8% approval, a significantly lower level of support than prior years. The Compensation Committee and all independent members of the Board took this result very seriously and shareholders were actively engaged to understand the issues and concerns motivating such a response. We will continue to seek input from our shareholders to understand their views with respect to our approach to executive compensation, and, particularly in connection with the Compensation Committee's efforts to link compensation to performance.

Compensation Discussion and Analysis

Shareholder Outreach and Engagement

Neogen engaged in significant shareholder outreach in response to the failed Say-on-Pay for fiscal year 2024. Specifically, we along with Mr. Borel, our Board Chair, reached out to our largest shareholders and met with ninety percent of them. We listened to and responded to the areas of concern from our shareholders. Below are the specific topics that were discussed along with Neogen's planned actions:

Compensation Discussion and Analysis

Our Compensation Philosophy: We Pay for Performance

The Company's executive compensation programs are designed to be aligned with shareholder value creation and are structured to reward individual and organizational performance. These objectives are intended to be simple, concise and understandable. A significant percentage of each NEO's compensation is variable, or "at risk".

The primary objectives of the compensation programs covering NEOs are to:

The following table is presented to provide additional context regarding the CEO's realized pay over the past three fiscal years, relative to the Summary Compensation Table (SCT) reported values. A substantial portion of the CEO's compensation is performance-based, contingent on Neogen's financial and operational results, and directly tied to stock price performance - ensuring alignment with shareholder interests.

As shown, the CEO's three-year realizable pay totals, are in each instance, less than 25% of the reported Summary Compensation Table totals. This represents a shortfall of approximately 76% or more from the reported SCT total compensation, reflecting the impact of performance outcomes and market conditions on actual realized pay.

Fiscal Year 2025 Pay Mix

In support of our pay-for-performance philosophy, a large majority of the target total direct compensation for our NEOs under our regular, annual compensation program is allocated to variable, at-risk compensation. The pay structure for Mr. Adent was weighted even more heavily towards variable and performance-based compensation, with 89% of his target total direct compensation for fiscal year 2025 designed to be at risk. The charts below show, for our CEO and on average for our other NEOs, the mix of compensation at target under our fiscal year 2025 compensation programs.

Compensation Discussion and Analysis

Key Fiscal Year 2025 Compensation Elements

The primary compensation elements provided to NEOs are:

Other compensation elements include health and welfare benefits plans, such as medical, life insurance and disability coverage, where NEOs receive similar benefits to those provided to all other eligible U.S.-based employees.

Commitment to Compensation Best Practices

Compensation Discussion and Analysis

Engagement of Executive Compensation Consultant

In recent years, the Compensation Committee, has engaged Meridian Compensation Partners, LLC ("Meridian") to provide executive compensation consulting services to the Committee. In early 2025, the Committee elected to make a change in the executive compensation consultant to Farient Advisors, LLC ("Farient"). While Farient may make recommendations on the form and amount of compensation to be paid to our executives, the Compensation Committee makes all decisions regarding the compensation of our CEO, the other NEOs, and senior management. CEO compensation remains subject to the review and approval of the independent directors of the Board. In 2025, The services provided by Farient and Meridian to the Committee, included:

The Compensation Committee determined that both Farient and Meridian are independent as it relates to the SEC guidelines.

Peer Group and Competitive Market Data

An important element of our overall compensation philosophy is to deliver a total compensation opportunity that is competitive with the market median with the ability to differentiate based on individual performance, future potential, strategic needs, labor market for talent and other individual and company-specific attributes. Consistent with our strong emphasis on at-risk and variable compensation, we provide the opportunity to earn significantly above target compensation levels based on strong company and individual performance. We place a strong emphasis on long-term incentives in the form of equity compensation aligning leadership with shareholder interests. As part of that philosophy, the Compensation Committee considers the publicly disclosed executive compensation practices of companies in a selected peer group as one of several factors in setting compensation. The Compensation Committee also considers competitive data from relevant, published compensation surveys as another source of competitive pay data.

The Compensation Committee reviews the peer group annually in consultation with its independent compensation consultant to assess if changes should be made. The Committee considers factors such as industry, business model, product type, and revenue size of companies for the peer group.

The fiscal year 2025 peer group consisted of the following companies:

Compensation Discussion and Analysis

2025 Compensation Highlights

Base Salary

Base salary is intended to provide a market competitive, stable source of income that recognizes the day-to-day responsibilities of the role. Each NEO's salary and performance is reviewed annually. Factors considered in determining the level of executive base pay include the role and responsibilities of the position, market competitiveness, performance against expectations and an individual's job experience or unique responsibilities.

Actual earned salary for fiscal 2025 is shown in the "Salary" column of the Summary Compensation Table. Base salary rates and changes from 2024 to 2025, if applicable, are shown in the following table.

(1) Mr. Jones' base salary in fiscal year 2025 was adjusted on January 1, 2025 to $530,000 to align with market median compensation and then adjusted down on April 1, 2025, from $530,000 to $120,000 to reflect the change in his role to Operations Advisor. Mr. Naemura's base salary in fiscal year 2025 was adjusted on January 1, 2025, from $535,000 to $650,000 to reflect his additional role of Chief Operating Officer beginning January 1, 2025. Ms. Rocklin's base salary in fiscal year 2025 was adjusted on January 1, 2025 to more closely align with 2025 market median compensation.

Annual Incentive Compensation Plan (ICP)

Fiscal year 2025 marks the second consecutive year that Neogen utilized a formulaic annual Incentive Compensation Plan, after previously using a discretionary annual bonus plan. The transition to a formulaic ICP that aligns with Neogen's financial performance in the fiscal year was made to strengthen the pay-for-performance linkage within the compensation program as well as to be responsive to shareholder feedback. The ICP is intended to motivate and reward NEOs for achieving annual corporate goals that require both financial and operational performance. Under the plan established for fiscal year 2025, our NEOs had the opportunity to earn a cash payment based on Company financial performance measured over the period from June 1, 2024 to May 31, 2025. The ICP for fiscal year 2025 was based on the following metrics:

Compensation Discussion and Analysis

In addition to the formulaic measures, the Compensation Committee retains discretion under the Personal Performance Modifier (PPF) to adjust the formulaically determined awards by 0 - 150% (or exercise negative or positive discretion), noting that the final award may not exceed 250% of an individual's target award.

The fiscal year 2025 ICP set forth threshold, target, and maximum award levels for each NEO as a percentage of their base salaries as follows, with performance between threshold and target, or target and maximum calculated using linear interpolation:

The Company performance targets under the fiscal year 2025 ICP as well as actual fiscal year 2024 performance are set forth below:

Compensation Discussion and Analysis

Performance-based ICP awards paid in fiscal year 2026 related to fiscal year 2025 performance were as follows:

(1) Mr. Jones' target award value for fiscal year 2025 was prorated to reflect his eligibility through February 28, 2025, the date he transitioned out of the Chief Operating Officer role.

For fiscal year 2025 the overall financial results were 0% of target as threshold performance was not met for any of the three metrics that were established at the beginning of fiscal year 2025. The Compensation Committee did not exercise any discretion under the PPF to award any discretionary bonus. As a result, no bonuses were provided to any NEO pursuant to the fiscal year 2025 ICP, as illustrated in the table above

Long-Term Incentive (LTI) Compensation

In fiscal year 2025 we used a balanced approach with our equity compensation and granted a combination of both time-based RSUs and stock options. The fiscal year 2025 equity awards were approved prior to the results of the 2024 say-on-pay vote, which we subsequently took into account to make certain adjustments to the design of our fiscal year 2026 equity compensation grants, as further described below under "Fiscal Year 2026 LTI Compensation Decisions". The objectives of our long-term incentive compensation program are to:

Fiscal year 2025 LTI compensation was granted as follows:

Annual RSU and stock option grants to executives and other eligible employees are approved annually by the Compensation Committee, with grants to the CEO being subject to further approval by the Board of Directors. Management makes recommendations to the Compensation Committee as to the stock option and RSU award eligibility and levels. While no specific or absolute performance measures are applied, numerous factors are considered in determining the option or RSU award to an individual including his or her level of responsibility and position within the Company, demonstrated performance over time, value to the Company's past and future success, historic grants, retention concerns and, in the aggregate, share availability under the plan, overall Company expense and shareholder dilution from awards. For executive officers, the Committee reviews information on grants made over

Compensation Discussion and Analysis

the past three years and the accumulated value of all outstanding stock option and RSU awards held by each executive officer.

Annual awards of equity are typically made in August, although occasional off-cycle grants may be made to select new hires or in connection with promotions. The annual LTI award for fiscal year 2025 was made in August 2025; however, an additional grant was made to Mr. Naemura in January 2025, as noted in the footnotes to the table below.

All fiscal year 2025 RSU and stock option grants were made under the Neogen Corporation 2023 Omnibus Incentive Plan (the "2023 Plan"), which was approved by our shareholders at the 2023 Annual Meeting of Shareholders.

The table below shows the target LTI award value for each of the NEOs in fiscal year 2025 as compared to fiscal year 2024:

(2) Mr. Naemura's fiscal year 2025 LTI value was adjusted on January 1, 2025 to reflect the additional role of Chief Operating Officer he assumed effective January 1, 2025. A prorated portion of the increase in annualized value was granted on January 16, 2025. Ms. Rocklin's LTI target value was adjusted for the fiscal year 2025 annual grant to more closely align with the peer group median compensation.

The table below shows the number of stock options granted to each of the NEOs in fiscal year 2025.

Compensation Discussion and Analysis

The table below shows the number of RSUs granted to each of the NEOs in fiscal year 2025.

Fiscal Year 2026 Compensation Decisions

Following the 2024 say-on-pay shareholder vote, which did not receive majority shareholder support, the Board engaged with shareholders and conducted a thorough review of our executive compensation program. In response to the feedback received, we enhanced our LTI plan by introducing performance share units (PSUs) beginning in fiscal year 2026. The PSUs are designed to strengthen the alignment between executive pay and long-term company performance by tying the payout of awards to the achievement of rigorous, multi-year performance goals.

On August 15, 2025, the Company granted PSUs to its executives representing a value equal to 50% of the executive's total fiscal 2026 award value. Each PSU represents the right to receive one share of the Company's common stock based on the actual performance by the Company over a three-year performance period consisting of fiscal years 2026, 2027, and 2028 (the "Performance Period") on the following three metrics as compared to targets established by the Company:

Threshold performance against the target metrics will result in a 50% payout of the target PSUs, maximum performance will result in a 200% payout of the target PSUs, and performance between those performance levels will result in an award determined based on straight line interpolation. As a result, the maximum number of shares of the Company's common stock that may be issuable for each PSU award is equal to 200% of the target number of PSUs.

In addition, each PSU award will be subject to a modifier based on the Company's relative total shareholder return (rTSR) over the Performance Period compared to a peer group comprised of the companies within the S&P 600 Healthcare Equipment & Services. The rTSR modifier provides for a 20% increase to the earned PSUs if our relative TSR performance is at or above the 75th percentile of the peer group (subject to the overall maximum award equal to 200% of target) or a 20% decrease to the PSUs earned if our relative TSR performance is below the 25th percentile of the peer group. There will be no modification to the number of earned PSUs if our relative TSR performance is at least equal to the 25thpercentile but less than the 75th percentile of the peer group.

To the extent any PSUs are actually earned by the executive based on Company performance over the Performance Period, shares of the Company's common stock will be issued to the executive as soon as practicable and will be fully-vested upon issuance. Until such time that shares are issued upon the settlement of PSUs, if any, the PSUs do not entitle the executives to any ownership interest in any shares or any rights of a shareholder with respect to the PSUs.

Compensation Discussion and Analysis

The balance of each executive's fiscal year 2026 LTI award was made in the form of stock options with three-year ratable vesting.

Retirement Plans:A defined contribution plan, the Neogen Corporation 401(k) Retirement Savings Plan ("401(k) Plan") is available to all eligible U.S. employees, including all NEOs. Under the 401(k) Plan, the Company matches dollar per dollar of the first 3%, and fifty cents per dollar of the next 2%, of pay contributed by the employee up to the Internal Revenue Code limits. Matching contributions to the 401(k) Plan vest immediately.

Health and Welfare Benefit Plans:Benefits such as medical, dental, vision, life insurance, and disability coverage are provided to all eligible U.S.-based employees, including all NEOs. The benefit plans are part of the overall total compensation offering and are intended to be competitive and provide health care coverage for employees and their families. The NEOs have no additional Company-paid health benefits than those provided to other U.S.-based employees. Similar to all other employees, NEOs have the ability to purchase supplemental life, dependent life, long-term care insurance, and accidental death and dismemberment coverage through the Company. The value of these benefits is not included in the Summary Compensation Table because they are purchased by each NEO and are made available to all U.S. employees. No post-retirement health care benefits are provided to any employee.

Perquisites: The values of perquisites and other personal benefits are included in the "All Other Compensation" column of the Summary Compensation Table and consist primarily of Company-matching contributions to the 401(k) Plan, the value of Company-paid group term life insurance and a mobile phone stipend, all of which are provided to other U.S. management employees.

Employee Stock Purchase Plan:Employees in the U.S., including the NEOs, are permitted to voluntarily purchase Company stock at a 5% discount to market value through after-tax payroll deductions under the Employee Stock Purchase Plan ("ESPP") as a way to facilitate employees becoming shareholders of the Company. The ESPP purchases stock bi-annually for participants through a third-party plan administrator.

Non-Qualified Deferred Compensation Plan:The Company offers a non-qualified deferred compensation plan that allows eligible employees, including NEOs, to elect to defer a portion of their salary and/or annual bonus subject to IRS timing and other provisions.

Executive and Non-Employee Director Stock Ownership Requirements

The Company has stock ownership requirements in place for all corporate officers, including the NEOs, and non-employee directors. This reflects the Company's belief that all corporate officers and non-employee directors should have meaningful stock ownership positions in the Company to reinforce the alignment of management and shareholder interests. The Compensation Committee periodically reviews the policy requirements to ensure they continue to be reasonable and competitive.

The ownership requirements are:

For purposes of the ownership requirements, stock owned includes shares owned outright, including 401(k) and employee stock purchase plan shares as well as unvested RSUs, but does not include unexercised stock options or unearned PSUs. Corporate officers and non-employee directors who have not met the ownership requirements are prohibited from selling more than 25% of their vested shares.

Compensation Discussion and Analysis

Severance Arrangements

In October 2023, in order to align with market practices and enhance retention of our executive management team, particularly in light of the significant growth and challenges presented by the Company's acquisition of 3M's food service division, the Company entered into certain severance letter agreements with the NEOs as well as certain other Company corporate officers. These arrangements are discussed under "Potential Payments Upon Termination or Change-of-Control" below.

Timing of Grants of Certain Equity Awards

Executive Compensation Clawback Policy

The Company has an Incentive-Based Compensation Recovery Policy that requires the Company to recoup or otherwise recover certain incentive compensation paid to the Company's executive officers in the event of a restatement of the Company's financial statements. A copy of this policy was filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on July 30, 2025.

Consideration of Risk

The Company believes the design of the Company's executive compensation program provides an appropriate balance of incentives for executives and avoids inappropriate risks. The compensation program is balanced with a significant portion being variable, including long-term incentives to incentivize officers to remain with the Company. In an effort to promote a focus on the long-term, these compensation plans have elements that are only realizable upon completion of a three-year service requirement. The Company believes that these plans provide strong incentives to implement strategies that support long-term value creation while avoiding excessive risk-taking in the short term and any level of risk that these plans do encourage is not reasonably likely to have a material adverse effect on the Company.

Performance goals are established to align with the Company's overall risk framework and reflect a balanced mix of financial measures designed to avoid placing excessive weight on a single measure. The compensation mix also is balanced across cash payments and equity awards.

Compensation Discussion and Analysis

Tax and Accounting Implications

Section 409A of the Code provides that amounts deferred under non-qualified deferred compensation arrangements will be included in an employee's income when vested, as well as be subject to additional taxes, penalties and interest, unless certain requirements are complied with. The Company believes that its compensation arrangements satisfy, or are exempt from, the requirements of Section 409A.

If a company makes "parachute payments," Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting "excess parachute payments" and Section 4999 of the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change-of-control in an amount equal to or greater than three times the person's base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to a 20% excise tax, equal the portion of the parachute payments that exceeds one times the payee's base amount. If a covered employee receives excess parachute payments in any year, the $1 million deduction limitation applicable to the covered employee for such year under Section 162(m) of the Code is reduced (but not below zero) by the amount of the excess parachute payments.

The employment arrangements with the Company's NEOs and the Company's equity incentive plans may entitle participants to receive payments in connection with a change-in-control that may result in excess parachute payments. The Company is not obligated to pay any tax gross-ups with respect to the excise tax imposed on any person who receives excess parachute payments.

Compensation Committee Report

Compensation Committee Report

The Compensation Committee of the Board has reviewed and discussed with management the above "Compensation Discussion and Analysis" and, on the basis of such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for fiscal year 2025.

Submitted by:

Dr. Catherine E. Woteki (Chair)

Thierry L. Bernard

William T. Boehm

Jeffrey D. Capello

Raphael A. Rodriguez

Members of the Compensation Committee

Executive Compensation

Executive Compensation

The table sets forth information regarding all elements of compensation paid to the Company's named executive officers (the "NEOs") for fiscal years 2025, 2024 and 2023.

Summary Compensation Table

Grants of Plan-Based Awards in the 2025 Fiscal Year

The following table sets forth additional information regarding the grant of all awards to our NEOs in the fiscal year ended May 31, 2025, pursuant to our compensation plans.

Executive Compensation

Outstanding Equity Awards at May 31, 2025

The following table sets forth information regarding unexercised options and outstanding RSUs that were held by the NEOs as of May 31, 2025.