NEOG names Siemens exec Mikhael Nassif CEO; $7M sign-on, $4.5M LTIP

Neogen Corp. (NEOG) filed an 8-K disclosing a leadership change.

Rhea-AI Filing Summary

Neogen Corp. (NEOG) filed an 8-K disclosing a leadership change. The Board appointed Mikhael Nassif, age 49, as President & CEO effective 11 Aug 2025. Nassif joins from Siemens Healthineers, where he led the global Point-of-Care Diagnostics unit, and previously held senior posts at Baxter, AB InBev, and Johnson & Johnson. The filing states there are no related-party transactions or pre-existing arrangements tied to the appointment.

Compensation package: (1) Base salary $800k, subject to review; (2) Annual bonus target 100% of salary, payout range 0–250%, eligible for the full FY26 cycle; (3) Annual long-term equity grant targeted at $4.5 m; (4) One-time sign-on equity grant of $2 m (50% options, 50% RSUs, 4-year ratable vesting); (5) One-time cash award $500k payable by 5 Sep 2025, repayable if employment ends within one year; (6) Relocation support with full claw-back in year 1 and 50% in year 2; (7) Standard executive severance and benefit programs. A copy of the offer letter is filed as Exhibit 10.1. The company also issued a press release announcing the appointment.

Positive

• Experienced CEO recruited from Siemens Healthineers, adding deep diagnostics expertise.
• Incentive-aligned pay uses multi-year equity and performance-based bonus structure.

Negative

• Potential dilution from $6.5 m in new equity awards (sign-on plus annual grant).
• Execution risk inherent in leadership transition and integration into existing culture.

Insights

Financial Analyst

TL;DR: New CEO with strong diagnostics background; package rich but aligns incentives—impact neutral to mildly positive until strategy clarified.

Neogen’s selection of Mikhael Nassif signals an intent to deepen expertise in medical diagnostics, a growth area after the 2022 3M Food Safety acquisition. His prior P&L experience at Siemens Healthineers and Baxter suggests operational know-how in regulated, margin-sensitive businesses. Compensation is sizable—$7 m upfront equity/cash plus $4.5 m annual LTIP—but structured with multi-year vesting and clawbacks, tempering dilution and retention risk. No mention of predecessor departure terms reduces uncertainty. While leadership transitions carry execution risk, the market typically views seasoned external hires favorably. Absent financial guidance changes, the disclosure is unlikely to sway near-term valuation materially, hence a neutral impact with a positive bias.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does Mikhael Nassif become CEO of NEOG?

He will assume the role of President & CEO on August 11, 2025.

What is the new CEO’s base salary at Neogen?

The Board set a base salary of $800,000 per year, subject to periodic review.

How large is Mikhael Nassif’s annual long-term incentive target?

He is eligible for an annual equity grant valued at $4.5 million at grant.

Is there a sign-on bonus for the new NEOG CEO?

Yes. He receives a $500,000 cash award and a $2 million equity grant (50% options, 50% RSUs).

Will Nassif need to relocate for the role?

Yes. He must relocate to Michigan after 24 months; relocation costs are covered but clawed back if he leaves early.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/24/2025 - 09:04 AM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

Neogen Corporation

(Exact name of Registrant as Specified in Its Charter)

Michigan			0-17988	38-2367843
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
620 Lesher Place
Lansing, Michigan				48912
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (517) 372-9200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.16 par value per share		NEOG		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On July 24, 2025, the Board of Directors of Neogen Corporation (the “Company”) announced the appointment of Mikhael Nassif as President and Chief Executive Officer, effective August 11, 2025.

Mr. Nassif, age 49, joins the Company from Siemens Healthineers, where he has served as Global President of the Point-of-Care Diagnostics since September 2022. Prior to his time at Siemens Healthineers, Mr. Nassif served in various leadership positions at Baxter International Inc. (March 2017 to September 2022), Anheuser-Busch InBev (April 2015 to March 2017), and Johnson & Johnson (May 2009 to April 2015).

There are no arrangements or understandings between Mr. Nassif and any other person pursuant to which he was appointed, and there are no family relationships between Mr. Nassif and any director or executive officer of the Company. Mr. Nassif has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Compensatory Arrangements

In connection with Mr. Nassif’s appointment, the Board approved the following compensation arrangements:

Base Salary: An annual base salary of $800,000, subject to periodic review and adjustment by the Board at the recommendation of the Compensation and Talent Management Committee.

Annual Bonus: Eligible to participate in the Company’s Incentive Compensation Plan (“ICP”), with a target bonus opportunity equal to 100% of annual base salary. The ICP measures both Company financial metrics and personal performance with an opportunity between 0 – 250% of the target. For Fiscal Year 2026 (June 1, 2025 through May 31, 2026), Mr. Nassif will be eligible for the full year (no proration).

Long-Term Incentive Plan: Eligible for an annual grant of equity with a target of $4,500,000 in value at grant with a composition as recommended by the Compensation & Talent Management Committee and approved by the Board of Directors.

Sign-On Equity Grant: Mr. Nassif will receive a special, one-time equity grant of $2,000,000, comprised of 50% stock options and 50% RSUs with a four-year ratable vesting schedule.

Sign-On Cash Award: Mr. Nassif will receive a one-time cash award of $500,000 to be paid by September 5, 2025, which he will be required to repay the Company if his employment terminates within one year.

Relocation: Mr. Nassif will relocate to Michigan after twenty-four (24) months of service and will receive typical relocation benefits, including reasonable and customary realtor fees and closing costs related to the sale of his current home and the purchase of a new home, expenses related to the movement of household goods, two (2) house hunting trips, and a Company-provided furnished apartment for the first twenty-four (24) months of service. Mr. Nassif will be required to repay 100% of these relocation benefits if he terminates his service within one (1) year of relocating to Michigan and 50% if he terminates his service within two (2) years of relocating to Michigan.

Termination Benefits: Mr. Nassif will have termination benefits consistent with other senior executives, which provide for certain severance benefits upon a qualifying termination, including in connection with a change in control. Details of such arrangements are included in the Offer Letter with Mr. Nassif filed as an exhibit to this Form 8-K.

Benefits: Mr. Nassif is eligible to participate in the Company’s benefit programs on the same basis as other senior executives, including health and welfare benefits, 401(k) plan participation, and any applicable perquisites.

The foregoing description of Mr. Nassif’s compensation is qualified in its entirety by the terms of his offer letter, which is included as an exhibit.

Item 8.01 Other Events.

On July 24, 2025, Neogen issued a press release announcing the appointment of a new President and Chief Executive Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Offer Letter dated June 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEOGEN CORPORATION
Date:	July 24, 2025	By:	/s/ Amy M. Rocklin
			Name: Amy M. Rocklin Title: Chief Legal & Compliance Officer, Corporate Secretary