0001104659-23-079131.txt : 20230707 0001104659-23-079131.hdr.sgml : 20230707 20230707161606 ACCESSION NUMBER: 0001104659-23-079131 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230705 FILED AS OF DATE: 20230707 DATE AS OF CHANGE: 20230707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Larry Lee CENTRAL INDEX KEY: 0001603584 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36410 FILM NUMBER: 231076967 MAIL ADDRESS: STREET 1: 8 HAZELWOOD COURT CITY: WARREN STATE: NJ ZIP: 07059 FORMER NAME: FORMER CONFORMED NAME: Miller Larry Lars DATE OF NAME CHANGE: 20140325 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHIBRO ANIMAL HEALTH CORP CENTRAL INDEX KEY: 0001069899 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 131840497 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: GLENPOINTE CENTRE EAST, 3RD FLOOR STREET 2: 300 FRANK W. BURR BLVD., SUITE 21 CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 201-329-7300 MAIL ADDRESS: STREET 1: GLENPOINTE CENTRE EAST, 3RD FLOOR STREET 2: 300 FRANK W. BURR BLVD., SUITE 21 CITY: TEANECK STATE: NJ ZIP: 07666 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPP BROTHERS CHEMICALS INC DATE OF NAME CHANGE: 19980908 4 1 tm2320607-2_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-05 0 0001069899 PHIBRO ANIMAL HEALTH CORP PAHC 0001603584 Miller Larry Lee 300 FRANK W. BURR BLVD., STE 21 TEANECK NJ 07666 0 1 0 0 Chief Operating Officer 0 Restricted Stock Units 2023-07-05 4 A 0 300000 0 A Class A Common Stock 300000 300000 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. On July 5, 2023, the Compensation Committee approved the grant to the reporting person of 300,000 RSUs subject to performance-based vesting based solely on the Company's stock price. The RSUs will vest on June 30, 2027, in increments of 10% (but no less than 20%) (with linear interpolation to apply for achievement between increments) based upon achievement of the arithmetic average of the Company's closing stock price per share for each trading day in the 90 calendar day period ended June 30, 2027 (the "90-Day Average") from $20 to $60 and above, subject to the reporting person's continued employment on such date, and subject to earlier vesting upon certain qualifying termination events. None of the RSUs will vest if the 90-Day Average is below $20, and the maximum vesting percentage for the RSUs is 100% for achievement of a 90-Day Average of $60 or above. Vested shares will be delivered to the reporting person within 30 days after vesting, subject to later delivery in the event of certain trading blackout periods. Exhibit List - Exhibit 24.1 Power of Attorney /s/ Judith Weinstein, as Attorney-in-Fact for Larry Lee Miller 2023-07-07 EX-24.1 2 tm2320607d2_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Judith Weinstein and Henry Ko signing singly, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Phibro Animal Health Corporation, a Delaware corporation, or any successor thereto (the “Company”), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information of transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Company nor such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of July, 2023.

By:	/s/ Larry Lee Miller
	Name:	Larry Lee Miller
	Title:	Chief Operating Officer

[Signature Page to Power of Attorney]