
									Value of initial
									$100 Investment
					Average				Based on:
					Summary		Average								Company -
	Summary				Compensation		Compensation				Peer Group				Selected
	Compensation		Compensation		Table Total		Actually Paid		Total		Total		Net		Measure:
	Table Total		Actually Paid		for Non-PEO		to Non-PEO		Shareholder		Shareholder		Income		Adjusted EBITDA
Fiscal Year	for PEO⁽¹⁾		to PEO^(1)(2)(6)(7)		NEOs⁽¹⁾		NEOs^(1)(2)(6)		Return⁽³⁾		Return⁽³⁾		(in thousands)⁽⁴⁾		(in thousands)⁽⁵⁾
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2024	$	4,753,878	$	3,962,890	$	1,319,120	$	1,444,508	$	72	$	97	$	2,416	$	111,237
2023	$	2,938,899	$	2,895,188	$	630,057	$	627,456	$	56	$	98	$	32,606	$	112,753
2022	$	3,609,499	$	3,564,829	$	803,846	$	803,846	$	76	$	100	$	49,175	$	111,083
2021	$	4,001,319	$	3,688,472	$	943,330	$	895,453	$	112	$	121	$	54,385	$	107,882

(1)

In all years shown, Mr. Jack C. Bendheim was our Principal Executive Officer (“PEO”). The names of the non-Principal Executive Officer NEOs of the Company (each, a “Non-PEO NEO”) reflected in these columns for each applicable fiscal year are as follows: for fiscal year 2024, Messrs. Glenn David (assumed the position of Chief Financial Officer in February 2024), Richard Johnson (served as our Interim Chief Financial Officer from September 2023 until Mr. David’s appointment), Damian Finio (served as our Chief Financial Officer from November 2020 until September 2023), Larry Miller, Rob Aukerman and Daniel M. Bendheim; for fiscal years 2023 and 2022, Messrs. Finio, Miller, Aukerman and Daniel M. Bendheim; for fiscal year 2021, Messrs. Johnson (retired from his position as Chief Financial Officer in November 2020), Finio, (assumed the role of Chief Financial Officer in November 2020), Miller, Thomas Dagger (retired from his position as Senior Vice President, General Counsel and Corporate Secretary in June 2023) and Daniel M. Bendheim.

(2)	In calculating the ‘compensation actually paid’ amounts reflected in these columns, the adjustments made to the pension benefit values were computed in accordance with U.S. GAAP.

(3)

Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on June 30, 2020 and ended on June 30, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Peer Group represents the S&P 500 Pharmaceuticals Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K, and assumes dividends, if any, were reinvested from the market close on June 30, 2020 through and including the end of the fiscal year for each year reported in the table.

(4)	Represents the amount of the net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year.

(5)

We have selected Adjusted EBITDA, a non-GAAP measure, as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2024. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8 K filed with the SEC on August 28, 2024

(6)	The values in this column reflect each of the following adjustments made to the total compensation amounts reported in the 2024 Summary Compensation Table for the applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K:

i.

The tables below reflects certain adjustments to the ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the Non-PEO NEOs for each of the fiscal years

presented. There were no actuarily determined service costs for services rendered by the PEO or Non-PEO NEOs during the covered fiscal year. No adjustments were required for the following categories: (i) the cost of benefits granted in an amendment or initiation during the covered fiscal year attributed to services rendered prior to the amendment or initiation, (ii) the change in fair value of awards granted in prior years that are outstanding and unvested (from prior year-end to year-end); (iii) the vesting date fair value of awards granted in the covered fiscal year that vested in that year; (iv) the change in the fair value of awards granted in prior years that vested in the covered fiscal year (from prior year-end to vesting date); (v) the prior year-end fair value of awards granted in prior years that failed to vest in the covered fiscal year; and (vi) the dollar value of dividends, dividend equivalents or other earnings paid on stock & option awards in the covered fiscal year prior to vesting (not reflected in the fair value of such award or included in total compensation for that year).


	Fiscal		Fiscal		Fiscal		Fiscal
	Year		Year		Year		Year
PEO	2024		2023		2022		2021
Total Compensation Reported in the 2024 Summary Compensation Table	$	4,753,878	$	2,938,899	$	3,609,499	$	4,001,319
Less: the Change in Actuarial Present Value of Benefit Reported in the 2024 Summary Compensation Table	$	(790,988)	$	(43,711)	$	(44,670)	$	(312,847)
Total Adjustments	$	(790,988)	$	(43,711)	$	(44,670)	$	(312,847)

Compensation Actually Paid for the Covered Fiscal Year	$	3,962,890	$	2,895,188	$	3,564,829	$	3,688,472


	Fiscal		Fiscal		Fiscal		Fiscal
	Year		Year		Year		Year
Non-PEO NEOs	2024		2023		2022		2021
Total Compensation Reported in the 2024 Summary Compensation Table	$	1,319,120	$	630,057	$	803,846	$	943,330
Less: the Change in Actuarial Present Value of Benefit Reported in the 2024 Summary Compensation Table	$	(54)	$	(2,601)	$	—	$	(47,877)
Less: Grant Date Fair Value of Stock Awards Reported in the 2024 Summary Compensation Table	$	(543,833)	$	—	$	—	$	—
Plus, Year-End Fair Value of Awards Granted in the Covered Fiscal Year that are Outstanding and Unvested	$	669,275	$	—	$	—	$	—
Total Adjustments	$	125,388	$	(2,601)	$	—	$	(47,877)

Compensation Actually Paid for the Covered Fiscal Year	$	1,444,508	$	627,456	$	803,846	$	895,453

(7)	Mr. Jack C. Bendheim elected to forgo his earned incentive award of $221,325 for the fiscal year ended June 30, 2023.

Named Executive Officers, Footnote

(1)

In all years shown, Mr. Jack C. Bendheim was our Principal Executive Officer (“PEO”). The names of the non-Principal Executive Officer NEOs of the Company (each, a “Non-PEO NEO”) reflected in these columns for each applicable fiscal year are as follows: for fiscal year 2024, Messrs. Glenn David (assumed the position of Chief Financial Officer in February 2024), Richard Johnson (served as our Interim Chief Financial Officer from September 2023 until Mr. David’s appointment), Damian Finio (served as our Chief Financial Officer from November 2020 until September 2023), Larry Miller, Rob Aukerman and Daniel M. Bendheim; for fiscal years 2023 and 2022, Messrs. Finio, Miller, Aukerman and Daniel M. Bendheim; for fiscal year 2021, Messrs. Johnson (retired from his position as Chief Financial Officer in November 2020), Finio, (assumed the role of Chief Financial Officer in November 2020), Miller, Thomas Dagger (retired from his position as Senior Vice President, General Counsel and Corporate Secretary in June 2023) and Daniel M. Bendheim.

PEO Total Compensation Amount

$ 4,753,878

$ 2,938,899

$ 3,609,499

$ 4,001,319

Adjustment To PEO Compensation, Footnote

(6)	The values in this column reflect each of the following adjustments made to the total compensation amounts reported in the 2024 Summary Compensation Table for the applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K:

i.

The tables below reflects certain adjustments to the ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the Non-PEO NEOs for each of the fiscal years

presented. There were no actuarily determined service costs for services rendered by the PEO or Non-PEO NEOs during the covered fiscal year. No adjustments were required for the following categories: (i) the cost of benefits granted in an amendment or initiation during the covered fiscal year attributed to services rendered prior to the amendment or initiation, (ii) the change in fair value of awards granted in prior years that are outstanding and unvested (from prior year-end to year-end); (iii) the vesting date fair value of awards granted in the covered fiscal year that vested in that year; (iv) the change in the fair value of awards granted in prior years that vested in the covered fiscal year (from prior year-end to vesting date); (v) the prior year-end fair value of awards granted in prior years that failed to vest in the covered fiscal year; and (vi) the dollar value of dividends, dividend equivalents or other earnings paid on stock & option awards in the covered fiscal year prior to vesting (not reflected in the fair value of such award or included in total compensation for that year).


	Fiscal		Fiscal		Fiscal		Fiscal
	Year		Year		Year		Year
PEO	2024		2023		2022		2021
Total Compensation Reported in the 2024 Summary Compensation Table	$	4,753,878	$	2,938,899	$	3,609,499	$	4,001,319
Less: the Change in Actuarial Present Value of Benefit Reported in the 2024 Summary Compensation Table	$	(790,988)	$	(43,711)	$	(44,670)	$	(312,847)
Total Adjustments	$	(790,988)	$	(43,711)	$	(44,670)	$	(312,847)

Compensation Actually Paid for the Covered Fiscal Year	$	3,962,890	$	2,895,188	$	3,564,829	$	3,688,472


	Fiscal		Fiscal		Fiscal		Fiscal
	Year		Year		Year		Year
Non-PEO NEOs	2024		2023		2022		2021
Total Compensation Reported in the 2024 Summary Compensation Table	$	1,319,120	$	630,057	$	803,846	$	943,330
Less: the Change in Actuarial Present Value of Benefit Reported in the 2024 Summary Compensation Table	$	(54)	$	(2,601)	$	—	$	(47,877)
Less: Grant Date Fair Value of Stock Awards Reported in the 2024 Summary Compensation Table	$	(543,833)	$	—	$	—	$	—
Plus, Year-End Fair Value of Awards Granted in the Covered Fiscal Year that are Outstanding and Unvested	$	669,275	$	—	$	—	$	—
Total Adjustments	$	125,388	$	(2,601)	$	—	$	(47,877)

Compensation Actually Paid for the Covered Fiscal Year	$	1,444,508	$	627,456	$	803,846	$	895,453

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,444,508

627,456

803,846

895,453

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

As demonstrated by the following graph, the amount of ‘compensation actually paid’ to our PEO, and the average amount of ‘compensation actually paid’ to the Non-PEO NEOs are generally aligned with the Company’s TSR over the

four years presented in the table. While equity awards do not comprise a portion of ‘compensation actually paid’ to the PEO and are seldom awarded to the Non-PEO NEOs, non-equity incentive plan awards are awarded and paid in large part based on the financial performance of the Company.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Adjusted EBITDA

As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the Non-PEO NEOs are generally not aligned with the Company’s Adjusted EBITDA over the four years presented in the table. While Adjusted EBITDA has generally been inconsistent over the periods presented, as noted above, the Company has also established various other financial objectives and targets, including with respect to Adjusted EBITDA targets, when setting goals for the Company’s short-term incentive compensation program that have affected the ‘compensation actually paid.’ As described above, Adjusted EBITDA is defined as Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for certain items including restructuring and acquisition related items, stock-based compensation costs and other unusual or non-operational items and is reflective of our operating performance. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the Company’s most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to the NEOs to Company performance for fiscal year 2024.

Tabular List, Table

Pay versus Performance Tabular List

The following table lists our most important performance measures used by us to link ‘compensation actually paid’ to our NEOs to Company performance for fiscal year 2024. The performance measures included in this table are not ranked by relative importance.

Net Sales

Most Important Performance Measures

Adjusted EBITDA

Free Cash Flow

Net Sales

Peer Group Total Shareholder Return Amount

97

98

100

121

Company Selected Measure Amount

111,237,000

112,753,000

111,083,000

107,882,000

Incentive award

$ 221,325

Pay vs Performance Disclosure

Non-GAAP Measure Description

(5)

We have selected Adjusted EBITDA, a non-GAAP measure, as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2024. For a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, please see our earnings release for the fourth quarter and full year ended June 30, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8 K filed with the SEC on August 28, 2024

Pay vs Performance Disclosure

Name

Net Sales

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(790,988)

(43,711)

$ (44,670)

(312,847)

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(543,833)

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 669,275