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Pay vs Performance Disclosure - USD ($)

12 Months Ended

May 31, 2023

May 31, 2022

May 31, 2021

PAY VERSUS PERFORMANCE

The following tables provide additional compensation information regarding our NEO's, prepared in accordance with the SEC's pay versus performance disclosure regulations for fiscal years 2023, 2022 and 2021.

Pay Versus Performance (PVP) Table


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table (SCT) Total for PEO		Compensation Actually Paid (CAP) to PEO(1)		Average SCT Total for Non-PEO NEOs(2)		Average CAP to Non-PEO NEOs(3)		Neogen TSR		S&P MidCap 400 Health Care Index TSR		Net Income (in millions)			Adjusted EBITDA (Company Selected Measure) (in millions)
2023	$	5,325,174	$	4,853,105	$	1,327,952	$	1,251,767	$	49.1	$	105.5	$	(20.9	)	$	205.1
2022		4,315,427		2,315,621		1,220,774		727,779		74.3		110.8		48.3			115.4
2021		2,507,046		4,575,029		714,856		1,226,880		129.6		129.8		60.9			104.2

(1)

Amounts reported reflect CAP for Mr. Adent, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Adent during the applicable year. The adjustments below were made to Mr. Adent’s total compensation for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K.

CEO SCT Total to CAP Reconciliation



Year	SCT Total		Reported Value of Equity Awards		Equity Award Adjustments(a)		Compensation Actually Paid
2023	$	5,325,174	$	4,000,000	$	3,527,931	$	4,853,105
2022		4,315,427		2,925,547		925,741		2,315,621
2021		2,507,046		1,662,618		3,730,601		4,575,029

The following table details the amounts deducted or added in calculating the equity award adjustments for our CEO, as computed in accordance with Item 402(v). The valuation assumptions used to calculate equity award fair values did not materially differ from those disclosed at the time of grant.

CEO Equity Component of CAP


Year	Awards Granted During Current Fiscal Year and Unvested at End of Year		Awards Granted in Prior Fiscal Year(s) and Unvested at End of Year			Awards Granted in Prior Fiscal Year(s) and Vested During Current Fiscal Year			Equity Adjustment Included in CAP
2023	$	5,647,124	$	(1,100,298	)	$	(1,018,895	)	$	3,527,931
2022		2,731,035		(1,731,231	)		(74,063	)		925,741
2021		2,658,177		1,029,084			43,340			3,730,601

(2) Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Adent) for each corresponding year. The names of each of the other NEOs (excluding Mr. Adent) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Jones, Dr. Lilly, Mr. Naemura, Mr. Quinlan and Dr. Rocklin; and (ii) for 2022 and 2021, Mr. Quinlan, Mr. Jones, Dr. Lilly and Mr. Hagedorn.

(3) Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Adent), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Adent) during the applicable year. The adjustments below were made for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K.

Average Other NEOs SCT Total to CAP Reconciliation



Year	SCT Total		Reported Value of Equity Awards		Equity Award Adjustments(a)		Compensation Actually Paid
2023	$	1,327,952	$	776,244	$	725,576	$	1,251,767
2022		1,220,774		673,894		180,899		727,779
2021		714,856		342,362		854,386		1,226,880

The following table details the amounts deducted or added in calculating the equity award adjustments
for our CEO, as computed in accordance with Item 402(v). The valuation assumptions used to calculate
equity award fair values did not materially differ from those disclosed at the time of grant.

Average Other NEOs Equity Component of CAP


Year	Awards Granted During Current Fiscal Year and Unvested at End of Year		Awards Granted in Prior Fiscal Year(s) and Unvested at End of Year			Awards Granted in Prior Fiscal Year(s) and Vested During Current Fiscal Year			Equity Adjustment Included in CAP
2023	$	1,060,429	$	(224,528	)	$	(110,326	)	$	725,576
2022		617,287		(408,559	)		(27,828	)		180,899
2021		530,239		296,954			27,193			854,386

PEO Total Compensation Amount

$ 5,325,174

$ 4,315,427

$ 2,507,046

PEO Actually Paid Compensation Amount

$ 4,853,105

2,315,621

4,575,029

Adjustment To PEO Compensation, Footnote

(1)

Non-PEO NEO Average Total Compensation Amount

$ 1,327,952

1,220,774

714,856

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,251,767

727,779

1,226,880

Adjustment to Non-PEO NEO Compensation Footnote

Compensation Actually Paid vs. Total Shareholder Return

2. Compensation Actually Paid (CAP) versus Neogen TSR

The graph below compares Neogen’s Total Shareholder Return (TSR) to the CEO’s and Other NEOs’ Compensation Actually Paid (CAP) for the three fiscal years beginning with 2021. As shown in the graph, the CAP to the CEO and Other NEOs declined with the Company’s TSR in 2022 before increasing in 2023, primarily reflecting the completion of the merger with the former 3M Food Safety Division and the resulting increase in size and complexity of the Company.

Compensation Actually Paid vs. Net Income

3. CAP versus Net Income

The graph below compares Neogen’s net income to the CEO’s and Other NEOs’ Compensation Actually Paid (CAP) for the three fiscal years beginning with 2021. Net income declined in 2022 and 2023, primarily as a result of transaction costs, the amortization of acquired intangibles and interest expense incurred on debt related to the merger with the former 3M Food Safety Division, while CAP to the CEO and Other NEOs has varied by year. Neogen does not use net income as a metric in the determination of executive compensation.

Compensation Actually Paid vs. Company Selected Measure

4. CAP versus Adjusted EBITDA (Company Selected Measure)

The graph below compares Neogen’s Adjusted EBITDA to the CEO’s and Other NEOs’ Compensation Actually Paid (CAP) for the three fiscal years beginning with 2021. Management defines Adjusted EBITDA as EBITDA, adjusted for share-based compensation, certain transaction fees and expenses and other non-recurring charges. Adjusted EBITDA increased each year, most notably in 2023 due to the merger with the former 3M Food Safety Division, while CAP to the CEO and Other NEOs has varied by year. While the Company uses other financial and non-financial performance measures in its compensation programs, Neogen has determined that Adjusted EBITDA is the most important performance measure used to link CAP to the CEO and Other NEOs in 2023 to the performance of the Company.

Total Shareholder Return Vs Peer Group

1. Total Shareholder Return (TSR): Neogen versus S&P 400 Health Care

The graph below assumes an initial investment of $100 on May 31, 2020, in Neogen common stock and the S&P MidCap 400 Health Care Index, and assumes dividends, if any, were reinvested. As shown in the graph, Neogen’s TSR was in line with the S&P MidCap 400 Health Care Index in 2021 and lower in 2022 and 2023. The companies included in the S&P MidCap 400 Health Care Index are not the same as those used in our compensation benchmarking.

Tabular List, Table

List of Most Important Measures

The four items listed below represent the most important metrics used to determine CAP for 2023 as further described in our Compensation Discussion & Analysis (CD&A) within the sections titled “Discretionary Annual Bonus” and “Long-Term Incentive Compensation:”


Performance Measure
Revenue
Core Revenue Growth
Gross Margin
Adjusted EBITDA

Total Shareholder Return Amount

$ 49.1

74.3

129.6

Peer Group Total Shareholder Return Amount

105.5

110.8

129.8

Net Income (Loss)

$ (20,900,000)

$ 48,300,000

$ 60,900,000

Company Selected Measure Amount

205,100,000

115,400,000

104,200,000