Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

John Moylan is appointed as Vice President, Corporate Controller, and Chief Accounting Officer of Neogen Corporation (the "Company") effective April 15, 2024. David Naemura will continue as the Company's Chief Financial Officer and Mr. Moylan will serve as the Company's Principle Accounting Officer, replacing Mr. Naemura in that role.

Mr. Moylan, age 59, previously served as Vice President, Corporate Controller, and Chief Accounting Officer of Covetrus, Inc., a global animal-health company, where he served in various positions from June 2019 to the present. Mr. Moylan also held positions with BDO USA, LLP, General Motors Company, and PricewaterhouseCoopers LLP. Mr. Moylan has no family relationships with any director, executive officer, or person nominated or chosen by Neogen to become a director or executive officer of Neogen. Mr. Moylan is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no arrangements or understandings pursuant to which he was selected as the Company's Corporate Controller and Chief Accounting Officer.

Mr. Moylan will be entitled to a base cash salary of $350,000 and will be eligible for an annual target bonus opportunity of 50% of his base salary. In connection with his appointment, Mr. Moylan will receive a guaranteed FY24 prorated annual target bonus and a one-time equity award valued at $335,000, comprised equally of options and restricted stock units. Starting fiscal 2025, Mr. Moylan also will receive variable long term incentive compensation target equity award valued at $200,000, which is comprised equally of options and restricted stock units. Mr. Moylan also will be eligible to participate in all Company benefit plans. In the event of Mr. Moylan's termination by the Company without cause or by Mr. Moylan for good reason (as defined in the severance agreement), Mr. Moylan will be entitled to, among other things, cash compensation equal to his annual base salary plus the then applicable target annual cash incentive bonus. If such termination occurs within twelve months following a change of control, Mr. Moylan's unvested stock options, restricted stock, and any other equity awards will vest on his separation date.