NEOG 8-K
Neogen Corp (NEOG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2025, the Board of Directors of Neogen Corporation (the “Company”) announced the appointment of Mikhael Nassif as President and Chief Executive Officer, effective August 11, 2025.
Mr. Nassif, age 49, joins the Company from Siemens Healthineers, where he has served as Global President of the Point-of-Care Diagnostics since September 2022. Prior to his time at Siemens Healthineers, Mr. Nassif served in various leadership positions at Baxter International Inc. (March 2017 to September 2022), Anheuser-Busch InBev (April 2015 to March 2017), and Johnson & Johnson (May 2009 to April 2015).
There are no arrangements or understandings between Mr. Nassif and any other person pursuant to which he was appointed, and there are no family relationships between Mr. Nassif and any director or executive officer of the Company. Mr. Nassif has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with Mr. Nassif’s appointment, the Board approved the following compensation arrangements:
Base Salary: An annual base salary of $800,000, subject to periodic review and adjustment by the Board at the recommendation of the Compensation and Talent Management Committee.
Annual Bonus: Eligible to participate in the Company’s Incentive Compensation Plan (“ICP”), with a target bonus opportunity equal to 100% of annual base salary. The ICP measures both Company financial metrics and personal performance with an opportunity between 0 – 250% of the target. For Fiscal Year 2026 (June 1, 2025 through May 31, 2026), Mr. Nassif will be eligible for the full year (no proration).
Long-Term Incentive Plan: Eligible for an annual grant of equity with a target of $4,500,000 in value at grant with a composition as recommended by the Compensation & Talent Management Committee and approved by the Board of Directors.
Sign-On Equity Grant: Mr. Nassif will receive a special, one-time equity grant of $2,000,000, comprised of 50% stock options and 50% RSUs with a four-year ratable vesting schedule.
Sign-On Cash Award: Mr. Nassif will receive a one-time cash award of $500,000 to be paid by September 5, 2025, which he will be required to repay the Company if his employment terminates within one year.
Relocation: Mr. Nassif will relocate to Michigan after twenty-four (24) months of service and will receive typical relocation benefits, including reasonable and customary realtor fees and closing costs related to the sale of his current home and the purchase of a new home, expenses related to the movement of household goods, two (2) house hunting trips, and a Company-provided furnished apartment for the first twenty-four (24) months of service. Mr. Nassif will be required to repay 100% of these relocation benefits if he terminates his service within one (1) year of relocating to Michigan and 50% if he terminates his service within two (2) years of relocating to Michigan.
Termination Benefits: Mr. Nassif will have termination benefits consistent with other senior executives, which provide for certain severance benefits upon a qualifying termination, including in connection with a change in control. Details of such arrangements are included in the Offer Letter with Mr. Nassif filed as an exhibit to this Form 8-K.
Benefits: Mr. Nassif is eligible to participate in the Company’s benefit programs on the same basis as other senior executives, including health and welfare benefits, 401(k) plan participation, and any applicable perquisites.
The foregoing description of Mr. Nassif’s compensation is qualified in its entirety by the terms of his offer letter, which is included as an exhibit.
Item 8.01 Other Events.
On July 24, 2025, Neogen issued a press release announcing the appointment of a new President and Chief Executive Officer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEOGEN CORPORATION |
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Date: |
July 24, 2025 |
By: |
/s/ Amy M. Rocklin |
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Name: Amy M. Rocklin |
30 June 2025
Mikhael Nassif
Dear Mikhael,
We are excited you’ve chosen to join the Neogen Team!
Subject to the final approval of the Neogen Board of Directors, you are being offered employment at Neogen Corporation as the Chief Executive Officer and will report to Jim Borel, Chairman of the Board of Directors. Your date of hire will be August 11, 2025.
Base Salary: You will be classified as a full-time exempt employee. Your annual base salary will be $800,000 per year paid bi-weekly following the Neogen U.S. payroll schedule.
Annual Bonus: You will be eligible to participate in the Neogen Incentive Compensation Plan (ICP) with a target of 100% of your base salary. The ICP measures both Company financial metrics and your personal performance with an opportunity between 0 – 250% of your target. For Fiscal Year 2026 (June 1, 2025 through May 31, 2026), you will be eligible for the full year (no proration). Please refer to the ICP Fact Sheet for specific details and plan provisions.
Long-Term Incentive Plan: Subject to your acceptance of this employment offer and the approval of the Neogen Board of Directors (“Committee”), a recommendation will be made for an annual grant of equity with a target of $4,500,000. Annual awards are typically made on August 15 of each year. The form and timing of this or any future award are subject to Compensation Committee approval.
Sign-On Equity Grant: Subject to your acceptance of this employment offer and the approval of the Committee, a recommendation will be made for a special, one-time target equity grant of $2,000,000 which will be comprised of 50% Stock Options and 50% Restricted Share Units (RSUs). If you start by August 1, 2025, this grant will be made 8/1/2025 with a four-year ratable vesting schedule. If you start after August 1, 2025, this award will be made within 30 days of your start date.
Sign-On Cash Award: You will be eligible for a one-time cash award of $500,000 to be paid by September 5, 2025. This payment is subject to a one-year repayment agreement.
Health & Welfare Benefits: You will be eligible to elect health and welfare benefits (medical, dental, vision, etc.). effective with your date of hire. You will have twenty-one (21) days from your hire date to enroll, otherwise your next opportunity will be during our open enrollment period. Please refer to the Neogen Benefits-At-A-Glance for details.
Relocation: Neogen will provide you with relocation benefits from Glenview, IL to Michigan, which will be further detailed in a separate relocation agreement. It is agreed you will relocate to Michigan after 24 months of service and maintain your office at the Company’s headquarters in Lansing, Michigan. The Company will provide for reasonable and customary realtor fees and closing costs related to the sale of your current home and the purchase of a new home, in addition expenses related to the movement of household goods from your current residence to your new residence. You and your spouse will also be entitled to two house hunting trips. These relocation benefits must be initiated within 24 months of your date of hire.
Relocation benefits will be subject to a two-year repayment agreement. In the event you voluntarily terminate your employment with Neogen before completing two years of service following your relocation, you will be subject to the following repayment schedule:
Temporary Housing: For the first 24 months of your employment, you will be eligible for a Company provided furnished apartment within 50 miles of Lansing, Michigan. In the event expenses related to temporary housing are deemed to be taxable, the expenses will be grossed up so the expense is neutral for you.
Paid-Time-Off (PTO): You will be eligible for Neogen’s self-managed Paid Time Off (PTO) program for U.S. exempt employees. This program provides flexibility to take time off at your discretion, subject to manager approval and the needs of the business, in alignment with the expectations of your role.
“At Will” Employment: This letter does not constitute an employment contract, nor should it be construed as a guarantee of employment for any period of time. All employees of Neogen are hired on an “at will” basis and either the Company or the employee may terminate with or without cause at any time.
Employment Offer Contingencies: Please be advised that your employment is contingent upon the results of a criminal background check and substance evaluation. Your employment is also contingent upon providing documentation to complete the I-9 Form for employment eligibility verification required by the U.S. Department of Homeland Security, U.S. Citizenship and Immigration Services.
Termination Benefits:
Required Non-Disclosure Agreement: All employees of Neogen are required to sign a Non-Disclosure, Non-Competitive, Non-Solicitation and Property Assignment Agreement upon hire. A copy is enclosed with your offer.
The above information regarding compensation and benefits represents programs being offered to you and/or are currently in place. These programs are subject to change based on many factors including performance, economic conditions and change initiated or implemented by the various insurance provers.
This Agreement can be executed in one or more counterparts and by electronic delivery, each of which will constitute an original and all of which together will constitute one and the same instrument. A signature transmitted by .pdf format will be deemed to be an original signature for all purposes. The words “execution,” “signed,” “signature,” and words of like import will also be deemed to include electronic signatures, electronic acknowledgements, and/or the keeping of records in electronic form, each of which will be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and/or any state laws based on or similar to the Uniform Electronic Transactions Act.
Should you desire any additional clarification or discussion on the terms of this offer, please don’t hesitate to contact me. This offer is valid through July 3, 2025 and subject to the final approval of the Board of Directors for Neogen Corporation. It is also required that we are able to make an announcement about your appointment as Chief Executive Officer of Neogen prior to July 24, 2025.
We look forward to working with you!
Sincerely,
James C. Borel
Chairman of the Board of Directors for Neogen Corporation
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Accepted: Mikhael Nassif Date