{"url_path":"/sec/pahc/8-k/2026-06-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1069899/0001104659-26-078323-index.html","accession_number":"0001104659-26-078323","cik":"0001069899","ticker":"PAHC","issuer_name":"PHIBRO ANIMAL HEALTH CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1069899/0001104659-26-078323-index.html","primary_entity_key":"0001069899","primary_entity_name":"PHIBRO ANIMAL HEALTH CORP"},"word_count":773,"has_tables":true,"body_markdown":"****\n\n**ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF\nDIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.**\n\n** **\n\nOn June 25, 2026, in connection with Daniel (Dani)\nBendheim’s appointment to the role of Chief Executive Officer and President of the Company effective July 1, 2026 (the “Effective\nDate”), the Compensation Committee of the Board of Directors of Phibro Animal Health Corporation (the “Company”) approved\n(i) the Company’s entry into an employment agreement with Mr. D. Bendheim, effective as of the Effective Date (the “Employment\nAgreement”) and (ii) the grant of 300,000 restricted stock units (“RSUs” and, such award, the “Initial RSUs”)\nto Mr. D. Bendheim, pursuant to the Company’s 2008 Incentive Plan and the RSU award agreement (the “Award Agreement”).\n\n \n\n*Employment Agreement*\n\n* *\n\nPursuant to the Employment Agreement, Mr. D. Bendheim\nwill serve as the Chief Executive Officer and President of the Company starting on the Effective Date and ending on the date that such\nemployment is terminated by either party pursuant to the termination provisions set forth in the Employment Agreement (such period, the\n“Term”). During the Term, Mr. D. Bendheim will (i) receive a base salary at an annual rate of $850,000, (ii) be eligible to\nreceive an annual discretionary bonus with a target bonus value of 50% of his base salary, (iii) be eligible to receive an annual award\nof time-vesting RSUs with a target value of approximately 50% of his base salary and (iv) receive the Initial RSUs.\n\n \n\nIn the event Mr. D. Bendheim’s employment\nterminates due to his death or “disability” (as defined in the Employment Agreement), Mr. D. Bendheim will be eligible to\nreceive six months of continued base salary payments. Upon Mr. D. Bendheim’s termination by the Company without Cause or by Mr.\nD. Bendheim for any reason, Mr. D. Bendheim will be eligible to receive up to 18 months of Company-subsidized COBRA coverage. The foregoing\nseparation benefits are subject to Mr. D. Bendheim’s (or his estate’s, as applicable) execution and non-revocation of a release\nof claims against the Company and its affiliates.\n\n \n\nThe Employment Agreement also entitled Mr. D. Bendheim\nto the Company’s customary employee benefits and binds him to restrictive covenants regarding confidentiality, non-competition,\nnon-solicitation, non-disparagement and the Company’s ownership of intellectual property.\n\n \n\n*RSU Award*\n\n* *\n\nAll of the Initial RSUs granted to Mr. D.\nBendheim are subject to performance-based vesting. The RSUs will vest on June 30, 2031, in increments of 25% (with linear\ninterpolation to apply for achievement between increments) based upon achievement of the arithmetic average of the Company’s\nclosing stock price per share for each trading day in the 90-calendar day period ending on June 30, 2031 (the “90-Day\nAverage”) from $70 to $100 and above, subject to Mr. D. Bendheim’s continued employment on such date; *provided*\nthat if Mr. D. Bendheim’s employment is terminated by the Company without “cause” (as defined in the Employment\nAgreement) (a “Qualifying Termination”), subject to Mr. D. Bendheim’s execution and non-revocation of a general\nrelease of claims and continued compliance with all applicable restrictive covenants, the RSUs will vest based on the 90-Day Average\nof the Company’s stock price ending on a date selected by Mr. D. Bendheim during the period beginning on the date of the\nQualifying Termination and ending on the first to occur of (i) June 30, 2031, (ii) the first anniversary of the Qualifying\nTermination and (iii) March 15 of the year following the date of the Qualifying Termination. None of the RSUs will vest if the\n90-Day Average is below $70, and the maximum vesting percentage for the RSUs is 100% for achievement of a 90-Day Average of $100 or\nabove.\n\n \n\n \n\n \n\n \n\nIn the event of a change in control of the Company,\nfollowing which either (i) 100% of the Company’s shares of stock cease to be traded on a nationally recognized stock exchange and\nthe Company is no longer listed on any such exchange or (ii) a Qualifying Termination occurs within 12 months, all unvested RSUs will\nimmediately vest in full.\n\n \n\nThe foregoing descriptions are qualified in their\nentirety by reference to the copies of the Employment Agreement and the Award Agreement that will be filed as exhibits to the Company’s\nAnnual Report on Form 10-K to be filed with the Securities and Exchange Commission for the fiscal year ending June 30, 2026. \n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto\nduly authorized.\n\n \n\n \nPHIBRO ANIMAL HEALTH CORPORATION\n\nRegistrant\n\n \n \n\nDate: June 26, 2026\n \n\n \n \n\n \nBy:\n/s/ Judith Weinstein\n\n \nName:\nJudith Weinstein\n\n \nTitle:\nSenior Vice President, General Counsel and Corporate Secretary"}