| | | | Harold J. Wiens, age 70, has10
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Dr. Rupert Vessey, MA, BM BCh, FRCP, DPhil
Age: 54 Independent Director Since: 2019
| Dr. Rupert Vessey, MA, BM BCh, FRCP, DPhil, is currently the President of Global Research and Early Development at Celgene, and is anticipated to hold that position at Bristol-Myers Squibb once its acquisition of Celgene is final. While at Celgene, Dr. Vessey also served on the Company’s Board since May 2014.board of Juno Therapeutics from April 2017 until its acquisition by Celgene in March of 2018. Before joining Celgene, Dr. Vessey held various research and development senior management positions at Merck. Dr. Vessey holds an MA in physiological sciences and a BM BCh in clinical medicine from Oxford University where he completed his DPhil at the Institute for Molecular Medicine, Oxford along with additional clinical training at various hospitals in the UK. He holds a Bachelor’s degree in mechanical engineering from Michigan Technological University and is a 30-plus year veteranmember of Thethe Royal College of Physicians of London UK. He also serves on the Board of privately held therapeutics company Pharmakea.
Dr. Vessey was selected to serve on the Board because of his exceptional background in medical and life science research and development with Celgene, Merck, and other companies, and his extensive experience as an executive in the pharmaceutical industry, a key customer group for the Company. His international research and business experience is also important to the Board as the Company continues its expansion in markets outside of the United States. |
Harold J. Wiens
Age: 73 Independent Director Since: 2014
| Mr. Harold Wiens is a retired executive from the 3M Company. Mr. WiensCompanies. He began his 3M career in 1968 and held multiple domestic and international engineering and production management roles, including Memory Technologies Group Manufacturing Manager for the Europe location, Managing Director and Executive Vice President of Sumitomo 3M, and, most recently, Executive Vice President of 3M’s Industrial Sector. Prior to retiring from 3M in 2006, Mr. Wiens restructured the business and led a global implementation of Six Sigma, which together resulted in faster business processes and a focus on customers that drove international growth. Since retirement, he remains active in the community by serving on the boards of local non-profit entities. Among other attributes, skills and qualifications,He holds a Bachelor’s degree in mechanical engineering from Michigan Technological University.
Mr. Wiens offers to the Board believes Mr. Wiens is qualified to serve as a Director of the Company because of his deep knowledge of and experience in as a public company executive with an extensive understanding of international business practices, business strategy, and his abilityoperations. His skills and experience allow him to guideassist the Board in its guidance of the Company’s balance between operations and accelerated growth, of the Company.as well as providing guidance in our international operations and expansion plans. |
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Corporate Governance – The Board, CommitteesRole and Meetings Governance of the Board The Board of Directors is the Company’s governing body, with responsibility for oversight, counseling and direction of the Company’s management to serve the short- and long-term interests of the Company and its shareholders. The Board’s goal is to build long-term value for the Company’s shareholders and to ensure the vitality of the Company for its customers, employees and other individuals and organizations that depend on the Company. To achieve its goal, the Board monitors both the performance of the Company and the performance of the Chief Executive Officer (“CEO”)CEO. It is also integrally involved in strategic planning, in partnership with the management team. It regularly undertakes an in-depth review of management’s long term and short term strategic plan, and periodically provides input as the strategic plan is implemented and evolves. The Board has adopted Principles of Corporate Governance applicable to all directors, which can be found on the Investor Relations page of our website at www.bio-techne.com. The Board consisted of nine members asPrinciples describe the Company’s corporate governance practices and policies and provide a framework for the governance of the fiscal year ended June 30, 2016 (“FY 2016”),Company. Among other things, they require a majority of the members of the Board to be independent directors and require candidates for director to meet minimum qualifications including high moral character and mature judgment. The Principles also specify that the Company shall maintain Audit, Executive Compensation and Nominations and Governance Committees which consist entirely of independent directors. Board Independence The Board annually reviews the independence of each director. The Board has affirmatively determined that all of whom werethe Company’s non-employee directors are “independent” as such term is defined in the applicable requirements of the SEC and Nasdaq (collectively, the “Applicable Rules”). Mr. Kummeth is not independent based on his service as the Company’s CEO and President. In making its independence determinations, the Board reviewed transactions and relationships between the director, or any member of his or her immediate family, and the Company and its subsidiaries based on information provided by the director, Company records and publicly available information. Board Leadership Structure Mr. Baumgartner, an independent director, serves as Chair of the Board. The Board has determined that dividing the roles of Chairman and CEO is currently the most effective leadership structure for the Company because of the differences between the two roles. The Board is responsible for setting the strategic direction for the Company. The Chairman of the Board sets the agenda for Board meetings and presides over meetings of the full Board and executive sessions of the independent directors. The CEO executes the Board’s direction and is responsible for the day-to-day leadership and performance of the Company. In addition, the independent directors of the Board meet in executive session without members of management present on a regularly scheduled basis. The Board has determined that maintaining an independent Chair, along with the exceptionindependence of Charles Kummeth,a majority of directors, helps maintain the PresidentBoard’s independent oversight of management and CEO.ensures that the appropriate level of independence is applied to all Board decisions. In addition, each of the four Board committees consists entirely of independent directors. Risk Oversight Risk assessment and oversight is an integral part of Board and Committee deliberations throughout the year. The Company’s Board administers its risk oversight function through its Committees, as described below, and directly with respect to all other risks, including strategic, technology, cybersecurity and operational risks. In performing their oversight responsibilities, the Board and Committees review policies and guidelines that senior management use to manage the Company’s exposure to material categories of risk. In addition, the Board and Committees review the performance and functioning of the Company’s overall risk management function and management’s establishment of appropriate systems for managing risk. Each of the Board’s committees has risk oversight duties corresponding to its areas of responsibility, as described in its charter. The Audit Committee has oversight responsibility with respect to the Company’s financial risk assessment and financial risk management. The Audit Committee meets regularly with management and the Company’s independent auditors to review the Company’s risk exposures, the potential financial impact those risks may have on the Company, the steps management takes to address those risks, and how management monitors emerging risks. With respect to the Company’s compensation plans and programs, the Executive Compensation Committee structures such plans and programs to balance risk and reward, while mitigating the incentive for excessive risk | | | 12 | | 2019 Proxy Statement |
Standingtaking by the Company’s executive officers and employees. The Nominations and Governance Committee Responsibilitiesoversees the management of risks associated with the composition and Other Informationindependence of the Company’s Board, as well as general corporate governance risks and policies and maintenance of the Code of Ethics and Business Conduct.
Corporate Governance -- Board Committees The Board currently has threefour standing Committees: the Audit Committee, the Executive Compensation Committee, and the Nominations and Governance Committee and the Science and Technology Committee. Each of these committees is governed by a written charter approved by the Board in compliance with applicable requirements of the SEC and Nasdaq (collectively, the “Applicable Rules”).Applicable Rules. The charter of each committee requires an annual review by such committee. The charters are available on our website at http://www.bio-techne.com in the “Investor Relations” section under “Corporate Governance.” Each member of our standingAudit, Nominations and Governance and Executive Compensation committees is independent, as determined by the Board, under the Applicable Rules. In addition, each member of the Audit Committee and the Executive Compensation Committee meets the additional independence standards for committee members under the Applicable Rules. The members of each standing committee are appointed by the Board each year for a term of one year and until their successors are elected, or until the earlier death or resignation or removal from the committee or the Board. In addition, to the three standing committees, the Company also has a Scientific Advisory Board which includes certain directors with expertise in science. The Scientific Advisory Board assists the Company in identifying scientific areas of interest for collaboration and product development. In addition, the Board has, on occasion, established committees to deal with particular matters the Board believes appropriate to be addressed in that manner. Audit Committee The Audit Committee is responsible for the appointment, supervision and evaluation of the Company’s independent registered public accounting firm and for reviewing the Company’s internal audit procedures, the quarterly and annual financial statements of the Company and the results of the annual audit. The Audit Committee’s other responsibilities include approval of related party transactions, oversight of the Company’s cash investment policy and monitoring the Company’s financial fraud hotline and other compliance matters having financial impact. Additionally, the committee performs such other activities and considers such other matters, within the scope of its responsibilities, as the Audit Committee or Board deems necessary or appropriate. The Board has determined that, for FY 2016,2019, Messrs. Baumgartner and Higgins are “audit committee financial experts” in accordance with SEC as such term is defined in the Applicable Rules. Executive Compensation Committee The Executive Compensation Committee determines base and incentive compensation for executive officers of the Company, establishes overall policies for executive compensation and reviews the performance of the executive officers. The Executive Compensation Committee works with Mr. Kummeth the President and CEO, to establish compensation and performance goals for the other executive officers and, acting independently, establishes the compensation and performance goals for Mr. Kummeth. The Executive Compensation Committee also recommends to the Board and administers director compensation policies and practices. The Executive Compensation Committee may delegate any of its responsibilities to one or more members of the Executive Compensation Committee to the extent permissible under Applicable Rules. Nominations and Governance Committee The Nominations and Governance Committee recruits well-qualified candidates for the Board, selects persons to be proposed in the Company’s Proxy Statement for election as directors at annual meetings of shareholders, determines whether each member of the Board is independent under Applicable Rules, establishes governance standards and procedures to support and enhance the performance and accountability of management and the Board, considers the composition of the Board’s standing committees and recommends any changes, evaluates overall Board performance, assists committees with self-evaluations, and monitors emerging corporate governance trends. In fulfilling its responsibilities, the Nominations and Governance Committee assesses the appropriate size of the Board of Directors, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominations and Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominations and Governance Committee through current members of the Board of Directors, professional search firms, shareholders or other persons and may be considered at any point during the year. Additional detail regarding the Nominations and Governance Committee’s process for identifying and evaluating candidates is described in the section below entitled “Director Qualifications, Diversity and Refreshment.” | | | 2019 Proxy Statement 13 |
Science and Technology Committee The Science and Technology Committee assists the Board in providing oversight of management's actions and judgments relating to the Company's research and development activities, including its strategies, objectives and priorities as they relate to the Company's current and planned R&D programs and technology initiatives. The Committee also assists the Board in evaluating the scientific elements of the Company's acquisitions and business development activities, and risks related to research and development. The Committee also reviews and advises the Board and management on the overall intellectual property strategy of the Company. Corporate Governance – Meetings and Attendance The Board met four times during FY 2019. Each director attended 100% of the Board meetings and meetings of the committees on which he or she served. Directors meet their responsibilities not only by attending Board and committee meetings but also by conducting business via written actions in lieu of meetings and otherwise communicating informally throughout the year on various Board and committee matters with executive management, advisors and others on matters affecting the Company. All directors attended the Annual Meeting of Shareholders in October 2018, which was held by teleconference as a virtual meeting. The membership of each standing committee as of June 30, 2019 and the number of committee meetings held during FY 2019 are identified in the table below. Director | Audit | Executive Compensation | Nominations & Governance | Science & Technology | Robert V. Baumgartner | X | | Chair | | John L. Higgins | Chair | | X | | Joseph Keegan, Ph.D. | | X | | | Charles R. Kummeth | | | | | Roeland Nusse, Ph.D.* | | | X | Chair | Alpna Seth, Ph.D. | | | X | X | Randolph C. Steer, M.D., Ph.D. | | Chair | | X | Rupert Vessey, MA, BM BCh, FRCP, DPhi** | | | | | Harold J. Wiens | X | X | | | Number of meetings held during FY 2019 | 7 | 4 | 6 | 1 |
| | * | Dr. Nusse will not serve on the Nominations and Governance Committee following the Annual Meeting. | | |
** | Dr. Vessey joined the Board at the end of fiscal year 2019; he will be appointed to the Science & Technology Committee effective immediately after the Annual Meeting. |
Shareholder Engagement and Communications The Company values the perspectives of its shareholders. Management meets frequently with key shareholders to discuss the Company’s financial performance and strategies. In addition, over the last several years the Company has carried out and expanded a shareholder engagement program to discuss governance matters with key shareholders, both proactively and in response to requests from shareholders. Communications from shareholders are always welcome. Shareholders may communicate directly with the Board of Directors. All communications should be directed to the Corporate Secretary of the Company at 614 McKinley Place N.E., Minneapolis, MN 55413, and should prominently indicate on the outside of the envelope that such communication is intended for the Board of Directors, for non-management directors, or for a particular director. Unless other distribution is specified, the communication will be forwarded to the entire Board. Director Qualifications, Diversity and Refreshment The Nominations and Governance Committee periodically assesses the skills and experience needed of directors to properly oversee the short- and long-term interests of the Company. The Committee utilizes a variety of methods for identifying and evaluating candidates for director, with the ultimate goal of maintaining a well-rounded Board that functions collegially and independently. Candidates for the Board are considered and selected on the basis of the criteria set forth in our Principles of Corporate Governance, including outstanding achievement in their professional | | | 14 | | 2019 Proxy Statement |
careers, experience, wisdom, personal and professional integrity, their ability to make independent, analytical inquiries, and their understanding of the business environment. Candidates must have the experience and skills necessary to understand the principal operational and functional objectives and plans of the Company, the results of operations and financial condition of the Company, and the position of the Company in its industry. Candidates must have a perspective that will enhance the Board’s strategic discussions and be capable of and committed to devoting adequate time to Board duties. With respect to incumbent directors, the Nominations and Governance Committee also considers past performance on the Board and contributions to the Company, in part through an annual assessment process. While the Company does not have a formal diversity policy for board membership, the Company seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The Nominations and Governance Committee considers, among other factors, diversity with respect to perspectives, backgrounds, skills and experience in its evaluation of candidates for board membership. Such diversity considerations are discussed by the Nominations and Governance Committee in connection with the general qualifications of each potential nominee. The Nominations and Governance Committee also appreciates and is taking into account recent shareholder feedback regarding the importance of board diversity. At the recommendation of the Nominations and Governance Committee, the Board recently amended its Principles of Corporate Governance to reflect that feedback and formalize the Company’s commitment to diversity in all respects, including specifically diversity of gender, ethnicity and race. In furtherance of this goal, the Company is committed to actively seeking out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen. The Nominations and Governance Committee will apply the same criteria in evaluating candidates recommended by shareholders as is used for candidates recommended by other sources, which criteria isare described below under “Director Qualifications, Diversity and Refreshment.”above. Recommendations may be sent to the attention of the Nominations and Governance Committee at the Company’s address: 614 McKinley Place N.E., Minneapolis, MN 55413. Any such recommendations should provide whatever supporting material the shareholder considers appropriate, but should at a minimum include such background and biographical material as will enable the Nominations and Governance Committee to make an initial determination as to whether the nominee satisfies the criteria for directors set forth in our Principles of Corporate Governance. Shareholders who intend to nominate a candidate for election by the shareholders at the Annual Meeting (in cases where the Board does not intend to nominate the candidate or where the Nominations and Governance Committee was not requested to consider his or her candidacy) must comply with the procedures in our Second Amended and Restated Bylaws, which are described under the section of this Proxy Statement entitled “Additional Corporate Governance Matters—Shareholder Proposals.Proposals,” Board and Meeting Attendancewith Bio-Techne’s bylaws.
The Board met 8 times during FY 2016. Each director attended at least 75% of the aggregate number of meetings of the Board and of all the standing and other committee meetings on which he or she served. Directors meet their responsibilities not only by attending Board and committee meetings but also by conducting business via written actions in lieu of meetings and otherwise communicating informally throughout the year on various Board and committee matters with executive management, advisors and others on matters affecting the Company. Directors are also expected to attend the upcoming Annual Meeting. All directors attended the Annual Meeting of Shareholders held in October 2015.
The membership of each standing committee during FY 2016, and the number of committee meetings held during FY 2016 are identifiedAs described in the table below.
Director | Audit | Executive Compensation | Nominations & Governance | Robert V. Baumgartner | X | | X | Charles A. Dinarello, M.D. | | | | John L. Higgins | Chair | X | | Karen A. Holbrook, Ph.D. | | X | Chair | Charles R. Kummeth | | | | Roger C. Lucas, Ph.D. | | | | Roeland Nusse, Ph.D. | | | X | Randolph C. Steer, M.D., Ph.D. | | Chair | | Harold J. Wiens | X | X | | Number of meetings held during FY 2015 | 5 | 5 | 2 |
Director Qualifications, Diversityfirst paragraph of “Item 2 Election of Directors,” above, three directors retired in FY 2017 and Refreshment
The Nominations and Governance Committee periodically assessesFY 2018 after meeting the skills and experience needed of directors to properly oversee the short- and long-term interests of the Company. The Committee utilizes a variety of methods for identifying and evaluating candidates for director, with the ultimate goal of maintaining a well-rounded Board that functions collegially and independently. Candidates for the Board are considered and selected on the basis of the criteria set forthretirement age as specified in our Principles of Corporate Governance, including outstanding achievement in their professional careers, experience, wisdom, personalGovernance. In 2017, Dr. Roger Lucas and professional integrity, their abilityDr. Karen Holbrook retired and two new directors, Dr. Alpna Seth and Dr. Joseph Keegan, were nominated and elected with overwhelming support from shareholders at the 2017 Annual Meeting. In 2018, Dr. Charles Dinarello was not re-nominated and retired from the Board. The Board recently appointed Dr. Rupert Vessey to make independent, analytical inquiries,fill the vacancy left by Dr. Dinarello’s retirement, and their understandingDr. Vessey is standing for election at the current Annual Meeting. Dr. Vessey was brought to the attention of the business environment. Candidates must have the experience and skills necessary to understand the principal operational and functional objectives and plans of the Company, the results of operations and financial condition of the Company, and the position of the Company in its industry. Candidates must have a perspective that will enhance the Board’s strategic discussions and be capable of and committed to devoting adequate time to Board duties. With respect to incumbent directors, the Nominations and Governance Committee also considers past performance onas a candidate for nomination to the Board and contributions toby a search firm retained by the Company.
While Reflecting recent shareholder input and the Company does not have a formalCompany’s commitment to enhancing Board diversity, policy for board membership, the Company seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board of Directors’ deliberations and decisions. The Nominations and Governance Committee considers, among other factors, diversity with respect to perspectives, backgrounds, skills and experience in its evaluation of candidates for board membership. Such diversity considerations are discussed by the Nominations and Governance Committee chose to conduct this search using a search firm. The Committee instructed the search firm to identify candidates with extensive science and business background, preferably in connectionthe diagnostics or pharmaceutical industries, and preferably with public company director or executive experience. The Committee further instructed the general qualificationssearch firm to seek diverse candidates, particularly women, who would meet those qualifications. The search firm identified, and at the Committee’s direction pursued, a diverse group of each potential nominee. candidates. Ultimately, Dr. Vessey was chosen as the most qualified candidate. A number of the qualified women identified chose not to continue to participate in the evaluation process.
In 2013, the Board adopted a principal of governance that called for mandatory retirement at age 75, although board service could be extended for an additional year if deemed to be in the best interests of the corporation. With three current directors nearing retirement age in the next several years, the Company will be in a position to refresh the Board’s membership and will be seeking directors with qualifications and experience complementary to the existing directors.
Director Compensation The Company believes that compensation for non-employee directors should be competitive and should encourage ownership of the Company’s stock. The Executive Compensation Committee periodically reviews the level and form of the Company’s director compensation and, if it deems appropriate, recommends to the Board changes in director compensation. Since there had been no adjustments to director compensation levels | | | 2019 Proxy Statement 15 |
Director Compensation for several years, in FY 2016 theExecutive Compensation Committee evaluated compensation for non-employee directors against those of directors in the same peer companies used for executive compensation in FY 2016. Based on that analysis, it recommended and the Board adopted changes to both the cash and equity portions of director compensation effective after the 2015 Annual Shareholder Meeting to bring non-employee director compensation more in line with the peer group of companies.2019 As of the beginning of FY 2016, eachEach non-employee member of the Board received an annual retainer fee of $40,000. The Chairman$70,000. Additional cash compensation is paid for the following roles:
Board Chair – $50,000 Chair of the Board received an additional annual fee of $20,000, the Audit Committee chair received an additional annual fee– $25,000 Chair of $15,000,Executive Compensation Committee – $17,500 Chairs of Nominations and each other committee chair received an additional annual fee of $12,000. Governance and Science and Technology Committee – $15,000 In addition, on an annual basis, each non-employee director was eligible to receive either (1) a fully vested option to purchase 5,000 shares of Bio-Techne Common Stock, withreceived an exercise price equal to the fair market value of Bio-Techne’s Common Stock on theequity grant date, or (2) a fully vested option to purchase 4,000 shares of Bio-Techne Common Stock, with an exercise price equal to the fair market value of Bio-Techne’s Common Stock on the grant date, and 1,000 shares of restricted stock, which vest after one year. Effective after the 2015 Annual Shareholder Meeting, each non-employee member of the Board now receives an annual retainer fee of $62,500. The Chairman of the Board receives an additional annual fee of $50,000, and each Committee chair receives additional annual fees of $25,000 (Audit), $17,500 (Executive Compensation) and $15,000 (Nominations and Governance). In addition, on an annual basis, each non-employee director is eligible to receive annual equity grants valued at $185,000 and vestingthat vests upon the sooner of the one-year anniversary of the date of grant or the next annual shareholder meeting, suchmeeting. Equity grants to be made halfare provided 50% in stock options, with an exercise price equal to the fair market value of Bio-Techne’s Common Stock on the grant date, and half50% in restricted stock.
From time to time, certain directors with expertise in science may serve on the Company’s Scientific Advisory Board, which assists the Company in identifying scientific areas of interest for collaboration and product development. No additional fees are paid for this service. In addition, the Board has, on occasion, established committees to deal with particular matters the Board believes appropriate to be addressed in that manner. In FY 2016, the Board established a Scientific Sub-committee, which operated from July to October 2015 with Dr. Dinarello serving as chair. Dr. Dinarello received an additional fee of $1,000 for each month of service in that capacity.
Non-employee directors who join the Board other than by election at an annual meeting of shareholders receive a pro-rated equity grant based on the portion of the year served. Non-employee directors are also paid their reasonable expenses for attending Board andCommitteeand Committee meetings. Directors who are employees of the Company or its subsidiaries do not receive any compensation for service on the Board. Effective as of July 2016, to better alignIn 2019, the interestsExecutive Compensation Committee re-evaluated compensation for non-employee directors against those of directors with other shareholders,in the same peer companies used for executive compensation. Based on that analysis, it recommended and the Board adopted a modest increase in director compensation effective after the 2019 Annual Shareholder Meeting, raising the annual retainer fee from $70,000 to $75,000. The annual grant of equity was increased from $185,000 to $200,000. These adjustments bring non-employee director compensation in line with the peer group of companies, especially considering the Company does not provide additional compensation for committee participation other than for service as committee chair. Compensation for the Board chair increased to $120,000 to be in line with peer companies. There were no other changes proposed or adopted.
Director Stock Ownership Guidelines The Board has adopted stock ownership guidelines for all directors and executive officers. The new guidelines will require non-employeeofficers to better align their interests with other shareholders. Non-employee directors are required to own stock at least equivalent in value to three times their annual retainer fee within five years. Although they have five years from July 1, 2016 (or their appointment or election to the Board), all except the newest director, Dr. Vessey, met the requirements as of July 1, 2019. Directors who are not employees of the Company were compensated for FY 20162019 as follows: Name | | Fees Earned or Paid in Cash(1) | | | Stock Awards(2) | | | Option Awards(3) | | | All Other Compensation(4) | | | Total | | Robert V. Baumgartner | | $ | 95,000 | | | $ | 92,493 | | | $ | 92,482 | | | $ | 1,337 | | | $ | 279,975 | | Charles A. Dinarello, M.D. | | | 59,000 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 245,312 | | John L. Higgins | | | 76,667 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 262,979 | | Karen A. Holbrook, Ph.D. | | | 69,000 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 255,312 | | Roger C. Lucas, Ph.D. | | | 55,000 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 241,312 | | Roeland Nusse, Ph.D. | | | 55,000 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 241,312 | | Randolph C Steer, M.D., Ph.D. | | | 70,667 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 256,979 | | Harold J. Wiens | | | 55,000 | | | | 92,493 | | | | 92,482 | | | | 1,337 | | | | 241,312 | |
Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards(3) | All Other Compensation(4) | Total | Robert V. Baumgartner | $ | 132,500 | | $ | 92,438 | | $ | 92,489 | | $ | 657 | | $ | 317,427 | | Charles A. Dinarello, M.D.(5) | | 20,833 | | | — | | | — | | | 657 | | $ | 20,833 | | John L. Higgins | | 92,500 | | | 92,438 | | | 92,489 | | | 657 | | $ | 277,427 | | Joseph Keegan, Ph.D. | | 67,500 | | | 92,438 | | | 92,489 | | | 657 | | $ | 252,427 | | Roeland Nusse, Ph.D. | | 82,500 | | | 92,438 | | | 92,489 | | | 657 | | $ | 267,427 | | Alpna Seth, Ph.D. | | 67,500 | | | 92,438 | | | 92,489 | | | 657 | | $ | 252,427 | | Randolph C Steer, M.D., Ph.D. | | 85,000 | | | 92,438 | | | 92,489 | | | 657 | | $ | 269,927 | | Rupert Vessey, MA, BM BCh, FRCP, DPhi(6) | | — | | | 30,761 | | | 30,787 | | | — | | $ | 61,548 | | Harold J. Wiens | | 67,500 | | | 92,438 | | | 92,489 | | | 657 | | $ | 252,427 | |
(1) | Amounts consist of annual director fees chair fees, and Committeechair fees for services as members of the Company's Board and its Committees. For further information concerning such fees, see the discussion above this table. | | |
(2) | Amounts represent the total grant date fair value of equity-based compensation for 1,059514 shares of restricted stock granted pursuant to the Company's Second Amended and Restated 2010 Equity Incentive Plan in FY 20162019 at the grant date market value of $87.34$179.84 per share, in accordance with Financial Accounting Standards Board's Accounting Standards Codification (ASC) Topic 718. As of June 30, 2016, the following2019, each non-employee directorsdirector held the following number of unvested shares of restricted stock of the Company: Mr. Baumgartner-1,059; Dr. Dinarello-1,059; Mr. Higgins-1,059; Dr. Holbrook-1,059; Dr. Lucas-1,059; Dr. Nusse-1,059; Dr. Steer-1,059; and Mr. Wiens-1,059. |
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514 unvested shares of restricted stock. Dr. Vessey was granted 147 shares of restricted stock granted on July 1, 2019, a prorated portion of the annual director grant for his period of service from his appointment to the date of the Annual Meeting. Dr. Vessey held no shares of unvested restricted stock as of June 30, 2019. | | (3) | Amounts represent the total grant date fair value of equity-based compensation for 4,2601,898 stock option awards granted pursuant to the Company's Second Amended and Restated 2010 Equity Incentive Plan in FY 2016,2018, as calculated in accordance with the Financial Accounting Standards Board's Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of these amounts are described in Note 9 to the Company's audited financial statements for FY 2016,2019, included in the Company's Annual Report on Form 10-K that10-K. Dr. Vessey was filed withgranted 588 stock options on July 1, 2019, a prorated portion of the SEC on August 29, 2016.annual director grant for his period of service from his appointment to the date of the Annual Meeting. As of June 30, 2016,2019, the following non-employee directors held options to purchase the following number of shares of the Company's Common Stock: Mr. Baumgartner-42,260;Baumgartner-31,268; Mr. Higgins-36,268; Dr. Dinarello-42,260; Mr. Higgins-42,260;Keegan 5,023; Dr. Holbrook-42,260;Nusse-46,268; Dr. Lucas-12,260;Seth-5,023; Dr. Nusse-37,260;Steer-31,268; Dr. Steer-22,260;Vessey-0; and Mr. Wiens-10,260.Wiens-19,268. | | |
(4) | Amounts represent the total dollar value of dividends paid on restricted stock awards, as those amounts were not factored into the grant date fair value. |
| | (5) | Dr. Dinarello retired from the Board following the 2018 Annual Meeting. | | |
(6) | Served as a director for only the last few days of FY 2019, and therefore received pro-rated equity compensation as of July 1, 2019 and but no cash compensation for FY19. |
Additional Governance Matters – Corporate GovernanceSustainability Board IndependenceWe have built a creative, caring team of colleagues throughout the world who bring unique perspectives and talents in support of our strategic goals. We have grown from approximately 700 employees in 2013 to approximately 2,200 employees today, adding people both through organic growth and by acquisition. Ensuring that our employees -- both those who have been with us for years and those who recently joined Bio-Techne – share a common vision and set of values has been and will be critical to our success. One way we have achieved that is through implementation of a common set of four key EPIC values – Empowerment, Passion, Innovation and Collaboration. Employees’ dedication to these values are leading the Company to develop and launch innovative technologies that help our customers address some of society's most difficult challenges in the healthcare and life sciences fields.
The Board annually reviewsWe understand that delivering on our mission over the independence of each director. The Board has affirmatively determined that all oflong term requires a focus on corporate sustainability, including environmental, social, and governance (“ESG”) considerations. Specifically, we focus on the Company’s non-employee directors are “independent” as such term is defined in Applicable Rules. Mr. Kummeth is not independent based on his service as the Company’s CEO and President. In making its independence determinations, the Board reviewed transactions and relationships between the director, or any member of his or her immediate family, and the Company and its subsidiaries based on information provided by the director, Company records and publicly available information. The Company provided products valued at less than $100,000 to a laboratory at the University of Colorado School of Medicine directed by Dr. Dinarello for promotional and research purposes in a manner similar to the Company’s relationship with other research laboratories for comparable value. A scientific foundation controlled by Dr. Dinarello also sponsored a symposium featuring the Company’s products in FY 2015; the Company made a payment of $2500 to the foundation in FY 2016 to cover part of the cost of that symposium. following:
Quality Products | By providing high quality products to researchers and clinicians, we improve the lives of people across the globe while also providing for the future success of our business. | Employee Involvement | Our commitment to becoming an excellent workplace means investing in ongoing opportunities for employee development in a diverse and inclusive environment, and a focus on our EPIC values. | Environment | Through continuous improvement, we develop products that meet customer needs while furthering our objective to be an environmentally responsible business. | Community Involvement and Giving | Key to our mission and values is a philosophy of caring and supporting the communities in which we live and work. Through both corporate giving and the individual contributions of our employees, we seek to make a difference. | Responsible Business Conduct | We have implemented codes of conduct and other ESG standards and policies that apply both to our own activities and to those of our third-party suppliers. |
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Board Leadership Structure
Currently,We have and will continue to invest in corporate sustainability measures and activities, as guided by and reported to the Board from time to time. For example, as described above, our focus on supporting employee development and building our EPIC culture is ledan ongoing initiative. Especially given our rapid growth, the Board believes building a common set of values and culture is vital to supporting our continued growth. We are also demonstrating environmental stewardship in numerous ways, as affirmed by its Chairman, Mr. Baumgartner, an independent director. The Board has determined that dividing the roles of Chairman and CEO is currently the most effective leadership structure forour ongoing initiatives to obtain ISO 14001:2015 – Environmental Management certification at several sites, including our headquarters site in Minneapolis, Minnesota, where we did receive such certification in FY 2019. As we implement these measures, the Company because of the differences between the two roles. The Board is responsible for setting the strategic direction for the Company. The Chairman of the Board sets the agenda for Board meetingswill provide updates and presides over meetings of the full Board and executive sessions of the independent directors. The CEO executes the Board’s direction and is responsible for the day-to-day leadership and performance of the Company. In addition, the independent directors of the Board meet in executive session without members of management presentadditional information on a regularly scheduled basis.our website at https://www.bio-techne.com/about/corporate-and-social-responsibility-bio-techne.
The Board has determined that maintaining an independent Chairman, along with the independence of a majority of directors, helps maintain the Board’s independent oversight of management and ensures that the appropriate level of independence is applied to all Board decisions. In addition, the Audit, Executive Compensation, and Nominations and Governance Committees each consist entirely of independent directors.
Risk Oversight
Risk assessment and oversight is an integral part of Board and Committee deliberations throughout the year. The Company’s Board administers its risk oversight function through its Committees, as described below, and directly with respect to all other risks, including strategic, technology, cybersecurity and operational risks. In performing their oversight responsibilities, the Board and Committees review policies and guidelines that senior management use to manage the Company’s exposure to material categories of risk. In addition, the Board and Committees review the performance and functioning of the Company’s overall risk management function and management’s establishment of appropriate systems for managing risk.
The Audit Committee has oversight responsibility with respect to the Company’s financial risk assessment and financial risk management. The Audit Committee meets regularly with management and the Company’s independent auditors to review the Company’s risk exposures, the potential financial impact those risks may have on the Company, the steps management takes to address those risks, and how management monitors emerging risks.
With respect to the Company’s compensation plans and programs, the Executive Compensation Committee structures such plans and programs to balance risk and reward, while mitigating the incentive for excessive risk taking by the Company’s executive officers and employees. The Executive Compensation Committee has concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
The Nominations and Governance Committee oversees the management of risks associated with the composition and independence of the Company’s Board, as well as general corporate governance risks and policies and maintenance of the Code of Ethics and Business Conduct.
Executive Compensation Committee Interlocks and Insider Participation
During FY 2016, the members of the Executive Compensation Committee were Dr. Steer (Chair), Mr. Higgins, Mr. Wiens and Dr. Holbrook. None of the current members of the Executive Compensation Committee was an officer or employee of the Company during FY 2016, or was formerly an officer of the Company. None of the current members of the Executive Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K. No executive officer of the Company during FY 2016 served on the compensation committee or the board of any company that employed any member of the Company’s Executive Compensation Committee or Board.
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Executive Compensation Consultants
From time to time, the Executive Compensation Committee retains consultants to assist with setting executive compensation. The Executive Compensation Committee has sole authority to retain or replace such independent compensation consultants. The compensation committee annually evaluates the independent compensation consultant’s independence and performance under the applicable Nasdaq listing standards.
In FY 2016, the Executive Compensation Committee engaged Aon Hewitt, an independent outside compensation consulting firm, to advise the Executive Compensation Committee with respect to compensation of the CEO and other executive officers. In that capacity, Aon Hewitt provided the Executive Compensation Committee with a peer group analysis and assisted the Executive Compensation Committee in structuring the compensation program for the CEO and other executive officers. For further information concerning the rationale for using a compensation consultant and a description of the peer group, see “Procedures for Setting Executive Compensation, Use of Compensation Consultant and Peer Groups.” At the request of the Executive Compensation Committee, Aon Hewitt also provided benchmarking guidance regarding the compensation of directors using the same peer group used for executive compensation. Aon Hewitt did not provide any additional services to the Company during FY 2016.
Principles of Corporate Governance
The Company has adopted Principles of Corporate Governance, which are applicable to all directors. The Principles of Corporate Governance describe the Company’s corporate governance practices and policies, and provide a framework for the governance of the Company. Among other things, the Principles of Corporate Governance require a majority of the members of the Board to be independent directors and require candidates for director to meet minimum qualifications including high moral character and mature judgment. The Principles of Corporate Governance also specify that the Company shall maintain Audit, Executive Compensation and Nominations and Governance Committees which consist entirely of independent directors.
Shareholder Communications
The Company values the perspectives of its shareholders. Management meets frequently with key shareholders to discuss the Company’s financial performance and strategies. Recently, the Company also initiated a shareholder engagement program to discuss governance matters with key shareholders.
Communications from shareholders are always welcome. Shareholders may communicate directly with the Board of Directors. All communications should be directed to the Corporate Secretary of the Company at 614 McKinley Place N.E., Minneapolis, MN 55413, and should prominently indicate on the outside of the envelope that such communication is intended for the Board of Directors, for non-management directors, or for a particular director. Unless other distribution is specified, the communication will be forwarded to the entire Board.
EXECUTIVE COMPENSATION
Executive Compensation HighlightsDiscussion and Analysis
In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation philosophy and objectives as well as a description of the material components of our executive compensation program. This CD&A is intended to be read in conjunction with the tables which immediately follow this section, which provide further historical compensation information. As of June 30, 2019, the following executive officers constituted our Named Executive Officers (collectively, our “NEOs”): Name | Title | Charles Kummeth | President and Chief Executive Officer | James Hippel | Senior Vice President – Finance and Chief Financial Officer | David Eansor | President – Protein Sciences | Kim Kelderman | President – Diagnostics and Genomics | Brenda Furlow | Senior Vice President – General Counsel and Corporate Secretary |
CD&A Reference Guide Executive Summary | Section I | Compensation Philosophy and Objectives | Section II | Establishing Executive Compensation | Section III | Elements of Compensation | Section IV | Additional Compensation Practices and Policies | Section V |
I. Executive Summary We continued to execute on our long-term growth strategy in FY 2019. Our CEO has led a strategy of growth through investments in the core business as well as through acquisitions that has led to another year of positive financial performance. The Company ended the year with 11% overall revenue growth and 10% organic revenue growth, with total revenues of $714 million for FY 2019. The Company continues to diversify in many adjacent life science areas that we expect will provide accelerated growth and stability for investors, including diagnostics and tools for use in therapeutics as well as research. Our acquisitions are fundamental to our growth plans and, we believe, enable us to meet or exceed our long-term strategic targets. At the same time, we continue to focus on operational productivity, managing costs and investing prudently. As a result, we were able to maintain margins in our core business and return approximately $48 million to our shareholders in the form of dividends this year. Our NEO compensation for FY 2019 reflects this continued strong performance. | | | 2019 Proxy Statement 19 |
FY 2019: Incentive Payouts Reflect Continued Positive Performance Our Executive Compensation Committee aligns pay with performance and strategic initiatives by tying a significant portion of awards to rigorous revenue- and earnings-based financial goals and by using both short- and long-term incentives. For FY 2019, given the results described above, the Committee approved annual cash incentive payouts that were above target for the CEO, CFO and General Counsel, reflecting our strong above-target results in Company-wide organic revenue and adjusted operating income. Similarly, one of our two other NEOs received above target annual incentives based on strong Company-wide and segment performance. Annual cash awards for FY 2019 were paid out to NEOs at 96% to 172% of base salary based on the following FY 2019 performance: $714.7 million of Consolidated Organic Revenue; | | • | $277.7 million of Consolidated Adjusted Operating Income; | | |
$168.8 million of Diagnostics and Genomics net sales and $547.0 million of Protein Sciences net sales; and | | • | $38.8 million of Diagnostics and Genomics operating income and $245.7 million of Protein Sciences segment operating income. | | |
Adjustment for acqusition-related goals (see page 27). Cash bonus performance payouts are made based on growth of organic revenue and segment adjusted operating income. These amounts are reflected in the 2019 Summary Compensation Table. Consolidated and Segment organic revenue and adjusted operating income measures for cash bonus consideration exclude the impact of actual foreign currency translation compared to our plan, certain acquisitions and acquisition-related amortization, costs and expenses, non-recurring litigation expenses, stock-based compensation expense and other unusual items. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for FY 2019. Longer Term: Incentive Pay Aligned with Performance For the past four years, NEOs have also received performance-based equity awards (half the value in restricted stock units and half in stock options) that vest as follows (i) 50% on a three-year organic revenue goal and (ii) 50% on a three-year adjusted operating income goal. The three-year 100% cliff-based equity awards granted in FY 2017 vested in August 2019 based on performance in FY 2019. The targets set three years ago for these grants were as follows: Metric | Threshold | Target | Maximum | Actual | Company-Wide Organic Revenue for FY 2019 | $ | 617.5M | | $ | 650.0M | | $ | 682.5M | | $ | 714.7M | | Company-Wide Adjusted Operating Income for FY 2019 | $ | 236.5M | | $ | 248.9M | | $ | 261.3M | | $ | 277.7M | |
A similar structure was used for performance-based grants issued in FY 2018, 2019, and 2020 that will vest based on performance of the business in the third fiscal year after grant. The performance range for these open performance cycles will be disclosed once the performance period has designedconcluded. | | | 20 | | 2019 Proxy Statement |
How Our Pay Program Works Our Executive Compensation Committee (the “Committee”) oversees our executive compensation program, which includes several compensation elements that have each been tailored to reward specific aspects of Company-wide and business line performance that the Board believes are central to delivering long-term stockholder value. Executive compensation packages ofare focused on our executive officers with key business and performance objectives in mind.objectives. In particular, we strive to align executive compensation with our key strategic objectives: building core products and innovation, geographic expansion, commercial execution, operational excellence and talent retention and recruitment. Base Salary | Base salaries are set to be competitive in the marketplace. Base salaries are not automatically adjusted annually but instead are adjusted when the Committee judges that an increase is earned due to a change in an executive officer’s responsibilities, demonstrated performance or relevant market data. | Short-Term Incentives | The annual cash incentive award plan is based on achieving certain strategic goals for each executive which may be based on Company-wide and/or segment Organic Revenue and Adjusted Operating Income, depending on the responsibility and oversight of the executive. | Long-Term Incentives | Long-term equity awards incentivize executives to deliver long-term stockholder value, while also providing a retention vehicle for our executives. The LTI mix is currently 50% time-based awards and 50% performance-vesting awards. LTI awards include stock options and RSUs. |
Target Pay We utilize the above-mentioned compensation elements to create executive compensation packages that are heavily weighted to variable, at-risk pay in order to align pay with performance. The Executive Compensation Committee does not have any formal policies for allocating total compensation among the various components. Instead, the Executive Compensation Committee uses its judgment, in consultation with its independent compensation consultant, to establish a mix of current, short-term and long-term incentive compensation, and cash and equity compensation for each Named Executive Officer. The balance between these components may change from year to year based on corporate strategy and objectives, among other considerations. For fiscal year 2019, our NEOs had the following target pay mix: | | | 2019 Proxy Statement 21 |
Pay Aligned with Performance As is demonstrated below, since Chuck Kummeth became the CEO in 2013, the Company has done exceptionally well. The pay packages focused on Company-wide and segment performance objectives, particularly in operating income and organic revenue, have driven strong growth and shareholder value. While pay has gone up, so too has total shareholder return. Best Practices in Compensation Governance The table below summarizes what we do and what we don’t do with respect to our compensation governance practices. We maintain these best practices to encourage actions that are in the long-term interests of our shareholders and the Company. | Pay for performance. Approximately 91% of CEO target total direct compensation was directly or indirectly tied to Company performance and approximately 74% of other NEOs’ target total direct compensation was directly or indirectly tied to Company performance. | | Emphasize long-term performance. Approximately 70% of our NEOs’ target direct compensation is equity-based with multi-year vesting. | | Minimum required vesting. We do not allow vesting of options, full-value or stock appreciation rights to occur in a period of less than one year, subject to certain exceptions. | | Develop sound financial goals. Financial goals for incentive plans are based on targets that are challenging but achievable. | | Use double-trigger vesting provisions. Vesting connected with a change in control requires qualifying termination of employment (“double-trigger” provision). | | Impose stock ownership requirements. Align executives with shareholders by requiring the CEO to own stock valued at 3x his base salary and other executive officers to hold stock valued at 1x their base salaries. | | No hedging or pledging. Directors and executive officers may not hedge Company securities and, subject to limited exceptions, may not pledge Company securities as collateral for any loan. | | No repricing of stock options or stock appreciation rights. No re-pricing or exchange of stock options or stock appreciation rights without shareholder approval. | | Mitigate undue risk. Annually review all incentive programs for material risk. | | Independent Board Chair. Effective independent Board leadership and oversight of management. | | Engage independent consultants. The Committee engages independent compensation and legal consultants. | | Review tally sheets. Review of executive compensation program components includes potential severance and change in control payouts. | | No golden parachute tax gross-ups. We do not enter into new agreements with executive officers providing for golden parachute tax gross-ups. |
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Executive Compensation Initiatives to Align with Shareholders We have made the following progressive changes to our executive compensation programs in order to accomplish the objectives of attracting and retaining highly qualified executives, tying pay to performance and Company strategy, aligning executives’ incentives with long-term shareholder interests, and encouraging internal pay equity: In FY 2014, we engaged executive officers in the Company’s Short-Term Incentive Plan: cash incentives are earned if annual performance goals are achieved. We also granted Long-Term Equity Awards to executive officers: stock options vest over a four-year period to align the financial interest of executives with the financial interests of Company shareholders. | ●
| In FY 2014, engaged executive officers in the Company’s Short Term Incentive Plan: cash incentives are earned if annual performance goals are achieved. Also granted Long-Term Equity Awards to executive officers: stock options vest over a four-year period in order to align the financial interest of executives with the financial interests of Company shareholders.
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| In FY 2015, we granted performance based equity awards to the Company’s CEO and CFO;CFO: equity incentives were earned if certain objectives were met. AlsoWe also initiated Long-Term Performance Awards for the Company’s CEO: equity incentives are earned if performance goals are achieved over a three-year period. |
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| In FY 2016, expanded Long-Term Performance Awards to all executive officers: equity incentives will be earned if performance goals in critical measures of the business are achieved over a three-year period.
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At last year’s annual meeting of shareholders, our advisory vote on executive compensation received 98.8% approval from shares present and entitled to vote. We appreciate our shareholders’ support of our compensation and governance practices and will continue to structure executive compensation in a manner that aligns the interests of executives with those of the shareholders.
Best Practices in Compensation Governance
The table below summarizes what we do and what we don’t do with respect to our compensation governance practices. We maintain these best practices to encourage actions that are in the long-term interests of our shareholders and the Company.
In FY 2016, we expanded Long-Term Performance Awards to all executive officers: equity incentives will be earned if performance goals in critical measures of the business are achieved over a three-year period. | | | | Pay for performance.Under the FY 2016 Management Incentive Plan, approximately 50% of CEO target total direct compensation was directly or indirectly tied to Company performance andapproximately 44% of other NEOs’target total direct compensation was directly or indirectly tied to Company performance. | | • | No hedging or pledging. Directors andIn FY 2017, we maintained a compensation structure for our executive officers may not hedge Company securitiesthat tied the majority of their compensation to a mix of long and subjectshort-term performance-based measures and, for the first time, measured adherence to limited exceptions, may not pledge Company securities as collateral for any loan.
| | | | | | | | | Emphasize long-term performance. Approximately 69% of NEOs’ target direct compensation is equity-based with multi-year vesting. | | | No repricing of stock options or stock appreciation rights.No re-pricing or exchange of stock options or stock appreciation rights without shareholder approval. | | | | | | | | | Minimum required vesting.We do not allow vesting of options or stock appreciation rights to occur in a period of less than one year, subject to certain exceptions. | | | Mitigate undue risk. Annually review all incentive programs for material risk | | | | | | | | | Develop sound financial goals. Financial goals for incentive plans are based on targets that are challenging but achievable. | | | Independent Board Chair.Effective independent Board leadership and oversight of management | | | | | | | | | Use double-trigger vesting provisions.Vesting connected with a change in control requires qualifying termination of employment (“double-trigger” provision). | | | Engage independent consultants.Executive Compensation Committee engages independent compensation and legal consultants. | | | | | | | | | Imposerecently adopted stock ownership requirements.Align executives withguidelines for executives. We also provided additional disclosure of our compensation performance metrics and NEO achievement of such metrics to allow our shareholders by requiring a specified level of stock ownership, adopted recently. | | | Review tally sheets.Review of executiveto more fully understand our compensation program components includes potential severance and change in control payouts. | | | | | | | | | | | | No golden parachute tax gross-ups. We do not enter into new agreements with executive officers providing for golden parachute tax gross-ups. | | | | | | |
Compensation Discussion and Analysis
In this section, we provide an overview of our executive compensation philosophy and describe the material components of our executive compensation program for our CEO, CFO and three other most highly compensated executive officers as of June 30, 2016 (collectively, our “NEOs”). For FY 2016, our NEOs and their respective titles were as follows:
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| Charles R. Kummeth,President and CEO;
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| James Hippel,Senior Vice President – Finance andChief Financial Officer;
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| David Eansor,Senior Vice President – Biotechnology;
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| Robert Gavin,Senior Vice President – Protein Platforms; and
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| Kevin Gould,Senior Vice President – Clinical Controls.
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Fiscal2016 Incentive Payouts Reflect Positive Performance
The Executive Compensation Committee aligns pay with performance and strategic initiatives by tying a significant portion of awards to rigorous revenue- and earnings-based financial goals and by using both short- and long-term incentives. For FY 2016, annual cash incentive payouts were above target for the CEO and CFO because our Company-wide organic revenue and adjusted EBITDA results exceeded target goals. Cash incentive payouts for the SVP – Biotechnology, SVP – Protein Platforms and SVP-Clinical Controls ranged from 97% to 176% of target based on Company-wide and division performance.
NEOs also received time-based long-term equity awards during FY 2016 and achieved pro-rata vesting of time-based long-term equity awards granted in prior years. These awards generally have vesting periods of at least three years. All NEOs also received performance-based equity awards in FY 2016 with multi-year performance periods. Outside of our annual incentive program, in connection with the Company’s acquisition of Cliniqa, our SVP – Clinical Controls received performance-based equity awards in FY 2016 with a three-year performance period.
For FY 2016, significant components of target pay were as follows:
Incentive Pay Element
| Metric
| Target Pay
| Annual Goal-Based Cash Award
| ● | All NEOs: Consolidated Organic Revenue
| 30% – 100% of NEO base salary
| | | | | | ● | All NEOs: Consolidated Adjusted EBITDA | | | | | | | ● | Division SVPs: Division Organic Revenue | | | | | | | ● | Division SVPs: Division Adjusted EBITDA | | | | | | Long-Term Equity Awards
| ● | 50% Time-based Awards
| 45% – 81% of NEO total target compensation
| | | | | (time-based and performance-based stock options, restricted stock and RSUs) | ● | 50% Performance-based awards based on 3-Year Consolidated Organic Revenue Growth and Consolidated Adjusted Operating Income Growth | | | | | |
The table below summarizes the elements on which FY 2016 incentive payouts were based:
Incentive Pay Element
| | Financial Highlights
| Payout
| Short-Term Goal-Based Cash Awards
| ● | Achieved $499 million in Consolidated Revenue
| 97% – 176% of Target Award
| | | | | | ● | Achieved $150.6 million in Consolidated EBITDA | | | | | | | ● | Achieved $317.3 million in Biotechnology Revenue, $77.3 million in Protein Platforms Revenue and $104.5 million in Clinical Controls Revenue | | | | | | Incentive Pay Element
| Payout
| Long-Term Equity Awards
| Annual Pro-Rata Vesting of Time-Based Awards (over 4 years)practices.
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(stock options, restricted stock• | In FY 2018, in response to a substantial engagement effort by directors with key shareholders, we provided significant additional disclosure around the decisions by the Executive Compensation Committee relating to targets for and restricted stock units)achievement of long-term incentives, explanations for the selection of both long term and short-term incentive measures, and the linkage between executive pay and company performance. As a result of this enhanced disclosure and the Company’s continued financial achievements, the shareholders supported Say on Pay by approximately 98% at the 2018 Annual Shareholder Meeting. | | Multi-Year Performance Awards Subject to Vesting (in 3 years) |
In FY 2019, we maintained consistency in our compensation structure for our executive officers, including having more than 83% of their compensation based on Company financial performance to maintain alignment with shareholder interests. The financial highlights above reflect as-reported GAAP numbers. Performance payouts are made based on growth of organic revenue, adjusted operating incomeII. Compensation Philosophy and adjusted EBITDA, in the amounts reflected in the 2016 Summary Compensation Table. Organic revenue, adjusted operating income, and adjusted EBITDA numbers exclude the impact of foreign currency translation, certain acquisitions and acquisition-related amortization, depreciation, costs and expenses, non-recurring litigation expenses, stock-based compensation expense and other unusual items. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for FY 2016, which was filed with the SEC on August 29, 2016.
Compensation Objectives
The Executive Compensation Committee reviews and approves each executive’s base pay, bonus, and equity incentivescompensation annually and is responsible for assuring that compensation for the executive officers is consistent with the objectives of attracting and retaining highly qualified executives, tying pay to performance and Company strategy, aligning executives’ incentives with long-term shareholder interests, and encouraging internal pay equity. The Executive Compensation Committee determines the appropriate level for each compensation component based on these overall compensation objectives. WeThe Committee’s philosophy is to strive to provide market competitive compensation and emphasize at-risk cash bonus opportunities and equity compensation that reflect the Company’s performance goals and are commensurate with each executive’s scope of responsibility within the organization. The graphics below illustrate the amount of CEO and the average of other NEO target compensation tied to annual and long-term Company performance pursuant to the FY 2016 base salaries, the FY 2016 Management Incentive Plan and, outside of our annual incentive program, in connection with the Company’s acquisition of Cliniqa. In connection with the acquisition of Cliniqa, our SVP – Clinical Controls received performance-based equity awards in FY 2016 with a three-year performance period; these awards are included in the graph below. | |
Performance Targets Reward Stretch Performance
The target-setting process for our incentive plans is intended to align pay with performance and long-term shareholder interests. The Company’s business planning process and strategic direction is foundational to this effort. Bio-Techne’s business planning process is determined by the overall business environment, industry and competitive factors and our goals and strategies. The business planning process drives our annual operating plan as well as establishes our long-term financial, operational and strategic objectives. Key Considerations in Development of Annual and Long-Term Goals | Business Environment | | Competitive Factors | | Company-Specific Factors | • | Market Outlook | | • | Industry Trends | • | • Historical Trends
| • | International Trends | • | Competitive Landscape | • | Historical Performance | • International Trends | Analyst Expectations | • Competitive Landscape | Market Growth | • Historical Performance | Strategic Initiatives | • | | | | | • Analyst Expectations | | • Market Growth | | • Five-Pillar Strategy | | | | | | • Tax Policy | | | • | • Capital Deployment Opportunities | | | | | | • | | | | • Recent Capital Deployment Decisions |
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The Executive Compensation Committee reviews and oversees the development and implementation of compensation programs that are aligned with Bio-Techne’s business strategy. The financial performance goals approved by the Executive Compensation Committee for the annual and long-term incentive plans are informed by the annual operating plan and Bio-Techne’s five-pillar long-term strategy. Because our target goals are based on our internal forecasts and confidential business information, and are developed as a tool to facilitate strategic planning, disclosure of the targets would cause competitive harm. The Executive Compensation Committee believes that the targets for the annual and long-term incentive awards that were granted in FY 2016 are challenging but attainable. They were set above both target and actual results for FY 2015. The annual incentive plan is aligned with the annual operating plan and is designed so that a target level payout requires achievement of reasonable but challenging goals. Rolling three-year incentive awards, which were implementedIII. Our Process for the CEO in FY 2015 and extended to all NEOs in FY 2016, motivate ongoing achievement of targets at the end of a three-year period, thereby encouraging sustained growth.Establishing Executive Compensation
Elements of the 2016 Compensation Program
The Company’s executive compensation program consists of base salaries, annual cash performance bonuses, long-term equity awards and various benefits, including the Company’s Profit Sharing and Savings Plan, in which all qualified employees of the Company participate. The Executive Compensation Committee typically also awards equity in the form of stock options, restricted stock and/or stock units upon hiring a new executive officer.
The Executive Compensation Committee uses our compensation peer group to align the payout range for each NEO’s cash and long-term incentive compensation with market practice. Target cash and long-term incentive compensation is positioned between the 50th and 75th percentiles and total compensation is positioned near the median. Specific positioning for each NEO is influenced by individual and company performance, internal equity, experience, strategic needs, the portion of long-term incentive compensation allocated to performance-based versus time-based awards, and other factors.
Pay Element
| | Alignment with Shareholder Value Creation
| •Base Salary
| | Attracts and retains high-performing executives by providing market-competitive fixed pay
| | | | •Annual Cash Incentive
| | Drives Company-wide and division performance
| | | | | | Focuses efforts on growing revenue and earnings and achieving strategic business goals
| | | | •Long-Term Equity Awards
| | Aligns executives’ interests with those of shareholders
| | | | | | Motivates executives to deliver sustained long-term growth to the business and to the Company’s share price
| | | | | | Retains high-performing executives by providing a meaningful incentive to stay with the Company
| | | | •Other Compensation and Benefits
| | Attracts and retains high-performing executives by offering competitive benefits
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Annual Compensation
Annual compensation is delivered in cash with a significant variable portion at risk and contingent on the achievement of pre-established performance objectives. In FY 2015, the Executive Compensation Committee delayed the implementation of merit and other compensation adjustments for the CEO and CFO from April 1, 2015 to July 1, 2015 (FY 2016) so that all executive officers’ performance and compensation could be reviewed at the same time, and at the end of the Company’s fiscal year. This same change in timing was also applicable to the equity awards, which were granted in the first quarter of FY 2016. As a result of the timing differences in compensation adjustments for the CEO and CFO, the change in their compensation from FY 2014 to FY 2015 appears artificially lower and the change from FY 2015 to FY 2016 appears higher in comparison.
In FY 2016, components of annual compensation were:
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| Base salary.Base salary is the only fixed component of our executive officers’ total cash compensation. Base salaries provide competitive pay in order to attract and retain executives. Annual salary decisions are made in recognition of competitive data as well as the skills and experience each individual brings to the Company, the length of time with the Company and the performance contributions each makes. FY 2016 base salaries for our NEOs appear in the 2016 Summary Compensation Table.
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| Annual Cash Incentive. Executives are eligible to receive cash performance bonuses under the Company’s Short-Term Incentive Plan if predetermined goals are achieved. FY 2016 payouts appear in the 2016 Summary Compensation Table. Threshold, target and maximum opportunities for FY 2016 appear in the 2016 Grants of Plan-Based Awards Table.
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FY 2016 Performance Metrics.The Short-Term Incentive Plan for FY 2016 provided that awards would be based upon the Company’s consolidated adjusted EBITDA results, consolidated organic revenue results, and, with respect to certain executive officers, division adjusted EBITDA results and division organic revenue results for FY 2016. These targets align with the Company’s strategic objectives of strengthening core products, expanding geographically, and committing to commercial execution and operational excellence. In addition, setting clear goals and rewarding achievement promotes the Company’s strategic objective of talent retention and recruitment. Overall achievement is calculated for each executive by determining the weighted average of performance based on EBITDA results and consolidated organic revenue results within each applicable category.
Metric*
| | Weighting**
| Why Metric Was Selected
| Company-Wide Adjusted EBITDA
| ● | Determines 50% of the award for our CEO and CFO
| EBITDA is an important driver of share price valuation and shareholder expectations.
| | ● | Determines 25% of the award for our Divisional SVPs | | Company-Wide Organic Revenue
| ● | Determines 50% of the award for our CEO and CFO
| Revenue growth is the best long-term driver of consistent cash generation; organic revenue growth was selected as a better measure of operational execution since it excludes revenue added through acquisition.
| | ● | Determines 25% of the award for our Divisional SVPs | | Division Adjusted EBITDA
| ● | Determines 25% of the award for our Divisional SVPs, except our SVP – Clinical Controls, who was promoted part way through the year and whose performance is based on the EBITDA for the Cliniqa business only in FY 2016
| For executive officers in charge of principal business units, division results are key measures of success.
| Division Organic Revenue Growth
| ● | Determines 25% of the award for our Divisional SVPs, except for our SVP – Clinical Controls, whose performance is based on revenue growth for the Cliniqa business only in FY 2016
| For executive officers in charge of principal business units, division results are key measures of success; organic revenue growth was selected as a better measure of operational execution since it excludes revenue added through acquisition.
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*Adjusted EBITDA and organic revenue exclude the impact of foreign currency translation, acquisitions and acquisition-related amortization, depreciation, costs and expenses, stock-based compensation expense, non-recurring litigation expenses and other unusual items.
**In order to calculate the payout for each executive, weighting is applied to average the EBITDA results and consolidated organic revenue results within each applicable category.
The range of eligible payouts for FY 2016 was based on a percentage of each NEO’s salary, as follows:
Performance Level
| Payout Range
| Blended threshold performance (95% of applicable organic revenue and adjusted EBITDA targets)
| 15% of base salary to 50% of base salary
| Blended target performance (100% of applicable organic revenue and adjusted EBITDA targets)
| 30% of base salary to 100% of base salary
| Blended maximum performance (105% of applicable organic revenue targets and adjusted EBITDA targets)
| 60% of base salary to 200% of base salary
|
The Executive Compensation Committee retains the power to determine the bonus amounts and criteria for any new participants and to adjust the bonus amounts and criteria from time to time.
A participant must be employed on the last day of the fiscal year to receive any portion of the annual cash incentive payment she or he earns. If the person resigns for any reason before the end of the fiscal year, he or she will forfeit the entire bonus.
Long-Term Incentive Compensation
Long-term incentive compensation is a critical component of our executive compensation program. This element of compensation serves to align our executives’ financial interests with sustained shareholder value creation and long-term Company financial results. It also functions as an important retention tool and facilitates the positioning of our NEOs’ total pay within the range of the competitive median of our compensation peer group.
In FY 2016, for the first time our long-term incentive compensation program included both time-vested equity and performance-vested equity for all NEOs, not just the CEO.
Stock Options. The Company makes annual stock option grants to executives in order to align the interests of executives with those of shareholders. Executives recognize value only if the market value of the Company’s stock appreciates over time. The Company’s stock option grants generally vest 25% on each of the first four anniversaries of the grant date and have a seven-year term. The Executive Compensation Committee determines the appropriate stock option award value by considering how the value of equity awards will impact each NEO’s total direct compensation as well as the balance between annual and long-term compensation, fixed and at-risk compensation, the Company’s strategic and operational objectives, the responsibilities and performance of the NEOs, internal equity, the grants made by companies in our compensation peer group and other factors the Executive Compensation Committee deems relevant.
Restricted Stock.Bio-Techne’s CEO also receives restricted stock awards that generally vest over a three-year period. These awards are intended to further align the CEO’s interests with those of shareholders and to provide competitive total compensation to the CEO. The Executive Compensation Committee determines the appropriate number of restricted stock awards by considering the CEO’s total direct compensation as well as the balance between annual and long-term compensation, fixed and at-risk compensation, the Company’s strategic and operational objectives, the CEO’s performance, the grants made by companies in our compensation peer group and other factors the Executive Compensation Committee deems relevant.
Performance-Vested Equity and Cash
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FY 2016 Performance Metrics for LTIP Awards.Under the Long-Term Incentive Plan for FY 2016, the Executive Compensation Committee approved grants of stock options, restricted stock units and cash performance units to all then-current executives for the first time. These grants have a three year cliff vesting schedule, and therefore vest following the Company’s 2018 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and consolidated organic revenue goals for fiscal 2018. These targets promote long-term achievement of the Company’s strategic objectives.
| ●
| Company-Wide Adjusted Operating Income. Operating Income is an important driver of share price valuation and shareholder expectations. It determines 50% of the awards for our NEOs.
|
| ●
| Company-Wide Organic Revenue. Revenue growth is the best long-term driver of consistent cash generation. It determines 50% of the awards for our NEOs.
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The Executive Compensation Committee views consolidated adjusted operating income and consolidated organic revenue as most appropriate for the long-term incentive plan because they are measureable performance metrics that reflect the Company’s business performance and stress the balance between top-line growth and bottom-line performance, thereby incenting long-term profitable growth. We believe that over the long-term, these performance metrics, working in tandem, are most appropriate for driving long-term shareholder value creation.
Threshold, target and maximum opportunities for FY 2016 appear in the 2016 Grants of Plan-Based Awards Table. In order to encourage long-term income and revenue growth, vesting of the FY 2016 LTIP awards depends solely on the Company’s financial performance in FY 2018; no portion of the awards will vest in FY 2016 or FY 2017. Awards will vest on a linear scale depending on the level of performance between threshold and maximum levels. Adjusted operating income and organic revenue exclude the impact of foreign currency translation, acquisitions and acquisition-related amortization, depreciation, costs and expenses, non-recurring litigation expenses and other unusual items.
Accounting and Tax Treatment
The Company accounts for equity-based compensation paid to employees under FASB ASC Topic 718, which requires the Company to estimate and record an expense over the service period of an option award. Thus, the Company may record an expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an expense at the time the obligation is accrued.
Section 162(m) of the Internal Revenue Code of 1986 generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to a company’s chief executive officer and three other most highly-paid executive officers (other than its chief financial officer). Qualifying performance-based compensation is not subject to the deduction limitation if certain requirements are met. The Executive Compensation Committee considers the tax deductibility of payments when setting compensation and may provide compensation that is not tax deductible if it determines that such action is appropriate.
Procedures for Setting Executive Compensation
Responsibility of the Executive Compensation Committee The Executive Compensation Committee of the Board of Directors is responsible for establishing the compensation programs of the Company’s CEO and other executive officers, including but not limited to the other NEOs. The Executive Compensation Committee participates in the consideration of employment of prospective executive officers of the Company. The Executive Compensation Committee also administers the Company’s equity-based and performance-based compensation plans, including plans under which restricted stock and options are awarded. Accordingly, it is responsible for reviewing cash and equity incentives payable to executives and has the authority to grant restricted shares of Company Common Stock and options to purchase shares of the Company’s Common Stock to all participants under the Company’s equity award plans, and to determine all terms and conditions of such awards. For additional information on the Company’s corporate governance policies, see “Corporate Governance” above. Role of the Chief Executive Officer in Compensation Decisions The Executive Compensation Committee annually assesses the base compensation and the potential compensation that the named executive officers will be eligible to earn by achieving the Company’s financial targets. As part of this assessment, the CEO makes recommendations to the Executive Compensation Committee regarding the base compensation and target incentive amounts for the executive officers that report to him. Such recommendations take into account internal pay equity, position within an internal compensation range, changes in responsibilities, compensation levels for similar positions that considers industry and location and other factors the CEO considers important in establishing competitive compensation for the executives that report to him. Among these other factors is a philosophy that there should be a reasonable relationship between executive salaries and the average employee or mid-level manager salaries within an organization; executive bonuses should be based on performance; and long-term incentives should primarily be equity-based arrangements that are tied to long-term improvements in financial results and other factors that lead to appreciation in the Company’s stock price. The Executive Compensation Committee discusses the CEO’s recommendations and accepts or adjusts them, in whole or in part, based on its own assessment of company strategic goals, executive responsibilities, internal pay equity and its independent review of local comparative data for all industries. The executive officers are not present during the Executive Compensation Committee’s final discussion and determination of the type and amount of compensation to be paid. UseRole of Compensation Consultant and Peer GroupsConsultants
The Executive Compensation Committee has retained Aon Hewittas its independent outside compensation consultant since 2013 to assist with assessingsetting executive compensation. The Committee has sole authority to retain or replace such independent compensation consultants. The Committee annually evaluates the independent compensation packages forconsultant’s independence and performance under the CEO and other NEOs. In that capacity, Aon Hewitt provided a peer group analysis and assisted in structuring short- and long-term incentive plans for the executive officers.applicable Nasdaq listing standards. The Executive Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, align their interests with those of shareholders and ensure that their compensation packages will appropriately motivate and reward ongoing achievement of business goals. In FY 2019, the Committee determined that Aon continued to be independent under applicable Nasdaq listing standards and retained them to advise the Committee with respect to compensation of the CEO and other executive officers. In that capacity, Aon provided the Committee with a peer group analysis and assisted the Committee in structuring the compensation program for the CEO and other executive officers. Aon did not provide any additional services to the Company during FY 2019. Use of Peer Group The Executive Compensation Committee refers to a comparative group of life sciences companies when evaluating executive compensation. The companies in the peer group are strategically aligned with the goals of the Company and are similar in size to the Company. The peer group was established in March 2015 in advance of setting FY 2016 compensation opportunities for the NEOs. At the time the peer group was established, the peer companies had a median 1,200 employees, $664,600,000 in revenue, and $105,600,000 in EBITDA over the trailing twelve months and had a 30-day average market capitalization of $3,661,300,000. At the time the Executive Compensation Committee approved the peer group, Bio-Techne was positioned as follows relative to the peer group: number of employees – 42nd percentile; revenue – 40th percentile; EBITDA – 59th percentile; and market capitalization – 47th percentile. Peer Group Companies
| Affymetrix, Inc.
| Alere Inc.
| Align Technology, Inc.
| Alkermes plc
| Bio-Rad Laboratories, Inc.
| Cepheid
| Globus Medical, Inc.
| HeartWare International, Inc.
| Insulet Corporation
| Luminex Corporation
| Medivation, Inc.
| Myriad Genetics, Inc.
| PerkinElmer, Inc.
| QIAGEN
| Seattle Genetics, Inc.
| The Medicines Company
|
Although it is not possible to compile a peer group of companies that directly compete with the Company, the issuerscompanies identified for inclusion in the comparative group presented above operate in the same general industry as the Company, and the Executive Compensation Committee believes that such companies compete for a similar pool of executive talent. Furthermore, the peer companies are strategically aligned with the goals of the Company and are similar to the Company with regard | | | 24 | | 2019 Proxy Statement |
to EBITDA, market capitalization, and revenue. The Executive Compensation Committee believes that using EBITDA and market cap in addition to revenue is beneficial because these metrics directly relate to the creation of shareholder value and provide a more appropriate measure of the Company’s place in the market than revenue alone. The Committee uses our compensation peer group as one data point when setting executive pay packages. Although useful as a reference, the Committee does not target any percentile within this peer group as a specific objective. Instead, our compensation decisions are based on the full consideration of many factors, including, but not limited to individual and company performance, market data, internal equity, experience, strategic needs, responsibilities, and the portion of long-term incentive compensation allocated to performance-based versus time-based awards. As a result of evaluating compensation based on the criteria described above, total target compensation for our NEOs may in certain circumstances be above or below the median levels of the peer group. In advance of setting FY 2019 compensation opportunities for the NEOs, the Executive Compensation Committee, with the assistance of Aon, reviewed the peer group to ensure the constituents remained reasonable for pay and performance comparisons. Based on the review, a small modification was made to the peer group to reflect acquisition activity. Accordingly, the FY 2019 peer group was modified as follows: (i) The Medicines Company was removed from the peer group and (ii) Integra LifeSciences Holding Corporation was added to the peer group. At the time the peer group was confirmed, the peer group had the following median statistics: • | Revenues of $904 million, based on the trailing four quarters; Bio-Techne’s revenues were positioned at the 24th percentile of the peer group; |
• | Net Income of $158 million, based on the trailing four quarters; Bio-Techne’s Net Income was positioned at the 49th percentile of the peer group; and |
• | Market capitalization of $5.3 billion; Bio-Techne’s market capitalization was positioned at the 51th percentile of the peer group. |
For compensation decisions for fiscal year 2019, the following companies were selected as our peer group: ABIOMED, Inc. | Align Technology, Inc. | Alkermes plc | Bio-Rad Laboratories, Inc. | Globus Medical, Inc. | Haemonetics Corporation | Insulet Corporation | Integra LifeSciences Holdings Corp | Luminex Corporation | Masimo Corporation | Myriad Genetics, Inc. | NuVasive, Inc. | PerkinElmer, Inc. | QIAGEN N.V. | Seattle Genetics, Inc. | |
IV. Elements of the 2019 Compensation Program The Company’s executive compensation program consists of base salaries, annual cash performance bonuses, long-term equity awards and various benefits, including the Company’s Profit Sharing and Savings Plan, in which all qualified employees of the Company participate. Pay Element | Alignment with Shareholder Value Creation | Base Salary | • | Attracts and retains high-performing executives by providing market-competitive fixed pay | Annual Cash Incentive | • | Drives Company-wide and segment performance | | • | Focuses efforts on growing revenue and earnings and achieving strategic business goals | Long-Term Equity Awards | • | Aligns executives’ interests with those of shareholders | | • | Motivates executives to deliver sustained long-term growth to the business and to the Company’s share price | | • | Retains high-performing executives by providing a meaningful incentive to stay with the Company | Other Compensation and Benefits | • | Attracts and retains high-performing executives by offering competitive benefits |
| | | 2019 Proxy Statement 25 |
Base Salary Base salary is the only fixed component of our executive officers’ total cash compensation, and provides competitive pay to attract and retain our talented executives. Annual salary decisions are made in recognition of competitive data as well as the skills and experience each individual brings to the Company, the length of time with the Company and the performance contributions each makes. Base salary changes in 2019 were primarily the result of changes to peer company comensation. Our NEOs received the following base salaries for fiscal year 2019: Named Executive Officer | 2018 | 2019 | % Change | Charles Kummeth | $ | 911,000 | | $ | 957,000 | | | 5.0 | % | James Hippel | $ | 476,100 | | $ | 514,188 | | | 8.0 | % | David Eansor | $ | 455,000 | | $ | 501,380 | | | 10.2 | % | Kim Kelderman* | $ | 435,000 | | $ | 452,400 | | | 4.0 | % | Brenda Furlow | $ | 385,000 | | $ | 431,400 | | | 12.1 | % |
| | | | * | 2018 base salary was paid pro rata based on an April 30, 2018 appointment date. |
Annual Cash Incentives Executives are eligible to receive cash performance bonuses under the Company’s Short-Term Incentive Plan if predetermined, objective goals are achieved. Challenging goals are set each year to incentivize each executive to focus attention on strategically important goals. Executives may earn between zero and 200% of their target bonus opportunities. FY 2019 Performance Metrics For FY 2019, annual cash incentive awards were based upon the Company’s consolidated adjusted operating income results, consolidated organic revenue results, and, with respect to the presidents who lead our reporting segments, FY 2019 adjusted operating income and organic revenue results for their respective segments. Targets for each of these metrics were set to align with the Company’s strategic objectives of strengthening core products, expanding geographically, and committing to commercial execution and operational excellence. In addition, setting clear goals and rewarding achievement promotes the Company’s strategic objective of talent retention and recruitment. Overall achievement is calculated for each executive by determining the weighted average of performance based on adjusted operating income results and organic revenue results within each applicable category. Our NEOs in FY 2019 had the following weighting to their respective annual incentives based on Company-wide performance goals, segment performance goals, and goals related to the performance of Quad Technologies and Exosome Diagnostics (the “Acquisition Goals”), which were acquired in the first quarter of FY 2019: | Company-Wide Goals | Segment Goals | Acquisition Goals | Executive | Adjusted Operating Income | Organic Revenue | Adjusted Operating Income | Organic Revenue | Adjusted Operating Income | Organic Revenue | Charles Kummeth | | 45 | % | | 45 | % | | 0 | % | | 0 | % | | 5 | % | | 5 | % | James Hippel | | 45 | % | | 45 | % | | 0 | % | | 0 | % | | 5 | % | | 5 | % | David Eansor | | 22.5 | % | | 22.5 | % | | 22.5 | % | | 22.5 | % | | 5 | % | | 5 | % | Kim Kelderman | | 22.5 | % | | 22.5 | % | | 22.5 | % | | 22.5 | % | | 5 | % | | 5 | % | Brenda Furlow | | 45 | % | | 45 | % | | 0 | % | | 0 | % | | 5 | % | | 5 | % |
| | * | Adjusted operating income and organic revenue for these purposes exclude the impact of foreign currency translation, certain acquisitions and acquisition-related amortization, costs and expenses, stock-based compensation expense, non-recurring litigation expenses and other unusual items in the discretion of the Committee. | | |
** | To calculate the payout for each executive, the percentage of the bonus for each metric is calculated and the resulting percentages are averaged to determine the applicable blended percentage rate. |
| | | 26 | | 2019 Proxy Statement |
The range of eligible payouts for FY 2019 at threshold, target, and maximum performance was based on a percentage of each NEO’s salary, as follows: | Revenue Goals | Operating Income Goals | Performance Level | Performance Achievement (% of performance target) | Payout Range (% of Target award opportunity) | Performance Achievement (% of performance target) | Payout Range (% of Target award opportunity) | Threshold | | 97 | % | | 50 | % | | 95 | % | | 50 | % | Target | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Maximum | | 103 | % | | 200 | % | | 105 | % | | 200 | % |
The Committee retains the discretion to determine the bonus amounts and criteria for any new participants and to adjust them from time to time, including adjusting bonus payouts to reflect unexpected circumstances that were not taken into account when bonus targets were set. A participant must be employed on the last day of the fiscal year to receive any portion of the annual cash incentive payment she or he earns. If the person resigns for any reason before the end of the fiscal year, he or she will forfeit the entire bonus. FY 2019 Performance Goals and Achievement In August 2019, the Committee evaluated FY 2019 actual performance against the pre-established performance metrics and determined that the performance objectives were met as follows: | Performance Goals | 2019 Achievement | Metric | Threshold | Target | Maximum | Actual | As a % of Target | Company-Wide Adjusted Operating Income | $ | 251.0M | | $ | 264.2M | | $ | 277.4M | | $ | 277.7M | | | 105 | % | Company-Wide Organic Revenue | $ | 684.6M | | $ | 705.7M | | $ | 726.9M | | $ | 714.7M | | | 101 | % | Diagnostics and Genomics Segment Adjusted Operating Income | $ | 39.1M | | $ | 41.2M | | $ | 43.2M | | $ | 36.8M | | | 94 | % | Diagnostics and Genomics Segment Organic Revenue | $ | 174.4M | | $ | 179.8M | | $ | 185.2M | | $ | 168.1M | | | 94 | % | Protein Sciences Segment Adjusted Operating Income | $ | 218.4M | | $ | 229.9M | | $ | 241.4M | | $ | 245.7M | | | 107 | % | Protein Sciences Segment Organic Revenue | $ | 510.8M | | $ | 526.6M | | $ | 542.4M | | $ | 547.0M | | | 104 | % | Acquisitions Adjusted Operating Income* | $ | (17.2M | ) | $ | (18.1M | ) | $ | (19.0M | ) | | n/a | | | n/a | | Acquisitions Organic Revenue* | $ | 28.9M | | $ | 29.8M | | $ | 30.7M | | | n/a | | | n/a | |
| | | | * | The Executive Compensation Committee approved payment of incentives based on acquisition adjusted operating income and organic revenue at 50% (midpoint between threshold and target) based on certain factors that affected the timing of revenue recognition and operating income that were outside of the control of the executives. |
| | | 2019 Proxy Statement 27 |
FY 2019 Actual Earned Incentives Based on the Committee’s evaluation of FY 2019 performance against the applicable performance metrics, as outlined in the previous table, payouts under the Short-Term Incentive Plan for FY 2019 for our NEOs were as follows: | | FY 2019 Opportunity | Actual | Executive | 2019 Base Salary | Target Annual Incentives (as % of base salary) | Target Annual Incentives ($) | 2019 Earned Award* | As a % of Target | Charles Kummeth | $ | 957,000 | | | 125 | % | $ | 1,196,250 | | $ | 1,903,727 | | | 159 | % | James Hippel | $ | 514,188 | | | 75 | % | $ | 385,641 | | $ | 613,567 | | | 159 | % | David Eansor | $ | 501,380 | | | 70 | % | $ | 350,966 | | $ | 603,843 | | | 172 | % | Kim Kelderman** | $ | 452,400 | | | 70 | % | $ | 316,680 | | $ | 304,796 | | | 96 | % | Brenda Furlow | $ | 431,400 | | | 50 | % | $ | 215,700 | | $ | 343,186 | | | 159 | % |
| | * | The Executive Compensation Committee approved payment of incentives based on acquisition adjusted operating income and organic revenue at 50% (midpoint between threshold and target) based on certain factors that affected the timing of revenue recognition and operating income that were outside of the control of the executives. | | |
** | In light of his evolving role within the operating segment, the Executive Compensation Committee approved payment of incentives for Mr. Kelderman in relation to strong divisional EBITDA performance within the segment. In future years, Mr. Kelderman will be compensated based on full segment performance. |
Long-Term Incentive Compensation Long-term incentive compensation is a critical component of our executive compensation program. This element of compensation serves to align our executives’ financial interests with sustained shareholder value creation and long-term Company financial results. It also functions as an important retention tool and facilitates the positioning of our NEOs’ total pay within the range of the competitive median of our compensation peer group. FY 2019 Grants In FY 2019, long-term incentive awards were granted to all NEOs, including our CEO, in the first quarter of the fiscal year. The following table sets forth the target value of the long-term incentive awards granted to our NEOs in FY 2019. Additional detail with respect to each award granted is provided below. | Stock Options* | Restricted Stock Units* | Executive | Time-based | Performance- vesting | Time-based | Performance- vesting** | Charles Kummeth | $ | 2,000,000 | | $ | 2,000,000 | | $ | 2,000,000 | | $ | 2,000,000 | | James Hippel | $ | 800,000 | | $ | 400,000 | | | — | | $ | 400,000 | | David Eansor | $ | 600,000 | | $ | 300,000 | | | — | | $ | 300,000 | | Kim Kelderman | $ | 400,000 | | $ | 200,000 | | | — | | $ | 200,000 | | Brenda Furlow | $ | 325,000 | | $ | 162,500 | | | — | | $ | 162,500 | |
| | * | Amounts shown above represent the total grant date fair value of equity-based compensation, and for the performance-based grants, assumes target. The fair value of equity awards is determined pursuant to the Financial Accounting Standards Board's Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of the fair value are described in Note 9 to the Company's audited financial statements for FY 2019, included in the Company's Annual Report on Form 10-K. | | |
** | Cash performance units were also granted solely to compensate executives for dividends that may be granted to shareholders but that are not paid for unvested restricted stock units during the three-year vesting period. |
| | | 28 | | 2019 Proxy Statement |
Stock Options The Company makes annual stock option grants to executives in order to align the interests of executives with those of shareholders. Executives recognize value only if the market value of the Company’s stock appreciates over time. The Company’s time-vesting stock option grants generally vest 25% on each of the first four anniversaries of the grant date and have a seven-year term. The Committee determines the appropriate stock option award value by considering how the value of equity awards will impact each NEO’s total direct compensation as well as the balance between annual and long-term compensation, fixed and at-risk compensation, the Company’s strategic and operational objectives, the responsibilities and performance of the NEOs, internal equity, the grants made by companies in our compensation peer group and other factors the Committee deems relevant. Restricted Stock Bio-Techne’s CEO also receives time-vested restricted stock awards that generally vest over a three-year period. These awards are intended to further align the CEO’s interests with those of shareholders and to provide competitive total compensation to the CEO. The Committee determines the appropriate number of restricted stock awards by considering the CEO’s total direct compensation as well as the balance between annual and long-term compensation, fixed and at-risk compensation, the Company’s strategic and operational objectives, the CEO’s performance, the grants made by companies in our compensation peer group and other factors the Committee deems relevant. Performance-vesting Stock Options and RSUs FY 2019 Performance Metrics for LTIP Awards. Under the Long-Term Incentive Plan for FY 2019, the Committee approved grants of stock options and restricted stock units (as well as cash performance units to compensate for dividends that would not be received during the vesting period for those restricted stock units) to all executives. These grants have a three-year cliff vesting schedule and therefore vest following the Company’s 2022 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and consolidated organic revenue goals for FY 2022. These targets promote long-term achievement of the Company’s strategic objectives. Company-Wide Adjusted Operating Income. Operating income is an important driver of share price valuation and shareholder expectations. It determines 50% of the awards for our NEOs. | | • | Company-Wide Organic Revenue. Revenue growth is the best long-term driver of consistent cash generation. It determines 50% of the awards for our NEOs. |
The following table sets forth the threshold, target, and maximum potential payouts to our NEOs under the performance-vested equity for FY 2019: | Stock Options | Restricted Stock Units* | Executive | Threshold | Target | Maximum | Threshold | Target | Maximum | Charles Kummeth | $ | 1,000,000 | | $ | 2,000,000 | | $ | 3,000,000 | | $ | 1,000,000 | | $ | 2,000,000 | | $ | 3,000,000 | | James Hippel | $ | 200,000 | | $ | 400,000 | | $ | 600,000 | | $ | 200,000 | | $ | 400,000 | | $ | 600,000 | | David Eansor | $ | 150,000 | | $ | 300,000 | | $ | 450,000 | | $ | 150,000 | | $ | 300,000 | | $ | 450,000 | | Kim Kelderman | $ | 100,000 | | $ | 200,000 | | $ | 300,000 | | $ | 100,000 | | $ | 200,000 | | $ | 300,000 | | Brenda Furlow | $ | 81,250 | | $ | 162,500 | | $ | 243,750 | | $ | 81,250 | | $ | 162,500 | | $ | 243,750 | |
| | * | Executives also received cash performance unit grants to compensate for dividends that may be paid to shareholders during the three-year vesting period, in the following amounts at Threshold, Target and Maximum, respectively: Kummeth — $23,685, $47,370, and $71,055; Hippel — $4,736, $9,472, and $14,208; Eansor — $3,552, $7,103, and $9,131; Kelderman — $2,367, $4,735, and $7,102; Furlow — $1,923, $3,847, and $5,770. |
Awards will vest on a linear scale depending on the level of performance between threshold and maximum levels. Adjusted operating income and organic revenue exclude the impact of foreign currency translation, acquisitions and acquisition-related amortization, costs and expenses, non-recurring litigation expenses and other unusual items. | | | 2019 Proxy Statement 29 |
V. Compensation Policies and Practices Clawback Provisions Our employment agreements with our NEOs provide that we will recoup incentive compensation paid to our NEOs to the extent required by any law, government regulation, stock exchange listing requirement, or Company policy promulgated under such standards. Executive Stock Ownership Guidelines Effective July 2016, we implemented stock ownership guidelines applicable to all NEOs. The guidelines are determined in comparison to base salary as follows: Named Executive Officer | Applicable Multiple | President and CEO | 3x base salary | Other executive officers | 1x base salary |
The guidelines are met based on the value of an NEO’s directly owned or beneficially owned stock plus the value of restricted stock or restricted stock units that are issued and outstanding, whether or not vested. NEOs must meet the guideline within five years of becoming subject to the guidelines and must meet the guidelines at all times following such date. Although all of our current NEOs have until July 1, 2021 to meet the guidelines, all of the NEOs already meet the guidelines. Succession Planning The Committee maintains a succession plan for the Company’s executive officers that is reviewed by the full Board of Directors on a periodic basis. As part of its role in succession planning, the Board periodically reviews with the CEO the performance of the CEO’s direct reports. The Board also receives formal reports from such individuals and is given the opportunity to interact with such individuals in social settings. Accounting and Tax Treatment The Company accounts for equity-based compensation paid to employees under FASB ASC Topic 718, which requires the Company to estimate and record an expense over the service period of an option award. Thus, the Company may record an expense in one year for awards granted in earlier years. Accounting rules also require the recording of cash compensation as an expense at the time the obligation is accrued. The Executive Compensation Committee does not target a particular percentile range forconsiders the base salaries or totaldeductibility of executive compensation under Section 162(m) of the Company’sCode in designing, establishing and implementing our executive compensation policies and practices. Section 162(m) generally prohibits us from deducting any compensation over $1 million per taxable year paid to certain of our named executive officers. The Tax Cuts and Jobs Act (the “Tax Act”) among other changes, repealed the exception from the deduction limit under Section 162(m) for performance-based compensation effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers but uses generally published local datain excess of $1 million will not be deductible, unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 that are not materially modified after that date. Section 162(m) and the comparative group datadeduction of performance-based compensation remained in effect for our FY 2019, but will not apply in future fiscal years. While the Executive Compensation Committee considers the deductibility of awards as one factor in itsdetermining executive compensation, decisions. The Executive Compensationthe Committee also considered internal equity considerations, experience,looks at other factors in making its decisions and strategic needs in setting other NEO compensation.retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. In addition to considering the tax consequences, the Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards. | | | 30 | | 2019 Proxy Statement |
Executive Compensation Committee Report on Executive Compensation The Executive Compensation Committee of the Board of Directors (the “Committee”) is responsible for reviewing and approving total compensation programs and levels for the Company’s executive officers, including the NEOs. The Committee’s responsibilities are specified in the Executive Compensation Committee Charter. The Committee reviewed and discussed the Compensation Discussion and Analysis above with management. Based on the Committee’s review and its discussions with management, the Committee recommended toapproved the Boardinclusion of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 20162019 Annual Meeting. Randolph C. Steer, M.D., Ph.D. (Chair) Karen Holbrook, Ph.D.
John L. Higgins
Harold Wiens
Joseph Keegan, Ph.D. Members of the Executive
Compensation Committee | | | 2019 Proxy Statement 31 |
20162019 Summary Compensation Table
The NEOs received compensation for the fiscal years ended June 30, 2016, 20152019, 2018 and 20142017 as set forth in the chart below. As stated above, in FY 2015, the Executive Compensation Committee delayed the implementation of merit, equity grants and other compensation adjustments for the CEO and CFO from April 1, 2015 to July 1, 2015 (FY 2016) so that all executive officers’ performance and compensation could be reviewed at the same time, and at the end of the Company’s fiscal year. As a result of the timing differences in compensation adjustments for the CEO and CFO, the increase in their compensation from FY 2014 to FY 2015 was lower, and the change from FY 2015 to FY 2016 appears higher in comparison. Name and Principal Position | Fiscal Year | | Salary(1) | | | Bonus | | | Stock Awards(2) | | | OptionAwards(2) | | | Non-Equity Incentive Plan Compensation(3) | | | All Other Compensation | | | Total | | Charles R. Kummeth, | 2016 | | $ | 800,000 | | | | — | | | $ | 2,500,044 | (4) | | $ | 2,908,732 | (5) | | $ | 1,221,097 | | | $ | 38,241 | (6) | | $ | 7,468,114 | | President and CEO | 2015 | | | 625,000 | | | | — | | | | 699,983 | (4) | | | 700,002 | (5) | | | 671,203 | | | | 40,517 | | | | 2,736,705 | | | 2014 | | | 586,359 | | | | — | | | | 1,539,994 | (4) | | | 600,003 | (5) | | | 421,037 | | | | 33,108 | | | | 3,180,501 | | James Hippel,(7) | 2016 | | | 425,000 | | | | — | | | | 216,980 | (9) | | | 685,875 | (10) | | | 421,660 | | | | 9,042 | (11) | | | 1,758,557 | | Senior Vice President | 2015 | | | 350,000 | | | | — | | | | — | | | | 456,750 | (10) | | | 244,318 | | | | 7,800 | | | | 1,058,868 | | of Finance and CFO | 2014 | | | 79,423 | | | | 20,000 | (8) | | | 431,250 | (9) | | | 498,750 | (10) | | | — | | | | 133,592 | | | | 1,163,015 | | David Eansor,(12) | 2016 | | | 400,000 | | | | — | | | | 108,490 | (13) | | | 342,938 | (14) | | | 282,110 | | | | 7,950 | (15) | | | 1,141,488 | | Senior Vice President- | 2015 | | | 325,000 | | | | — | | | | 468,250 | (13) | | | 195,750 | (14) | | | 85,598 | | | | 18,000 | | | | 1,092,598 | | Biotechnology | 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Robert Gavin,(16) | 2016 | | | 350,000 | | | | — | | | | 108,490 | (17) | | | 342,938 | (18) | | | 136,278 | | | | 5,250 | (20) | | | 942,956 | | Senior Vice President- | 2015 | | | 325,000 | | | | — | | | | — | (17) | | | 228,050 | (18) | | | 124,029 | (19) | | | — | | | | 677,079 | | Protein Platforms | 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Kevin Gould,(21) | 2016 | | | 275,000 | | | | — | | | | 243,075 | (22) | | | 969,015 | (23) | | | 145,463 | (24) | | | 4,800 | (25) | | | 1,492,353 | | Senior Vice President - | 2015 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Clinical Controls | 2014 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | Charles Kummeth, | | 2019 | | $ | 957,000 | | | — | | $ | 3,999,925 | (4) | $ | 4,000,343 | (5) | $ | 2,008,183 | (6) | $ | 45,688 | (7) | $ | 11,011,138 | | President and CEO | | 2018 | | | 911,000 | | | — | | | 3,550,008 | (4) | | 3,550,081 | (5) | | 1,610,925 | | | 42,860 | | | 9,664,874 | | | | 2017 | | | 880,000 | | �� | — | | | 3,550,140 | (4) | | 3,549,359 | (5) | | 1,053,594 | | | 43,798 | | | 9,076,890 | | James Hippel, | | 2019 | | | 514,188 | | | — | | | 399,916 | (8) | | 1,200,090 | (9) | | 634,254 | (10) | | 9,342 | (11) | | 2,757,790 | | Senior Vice President of | | 2018 | | | 476,100 | | | — | | | 370,000 | (8) | | 1,110,007 | (9) | | 483,485 | | | 9,295 | | | 2,448,887 | | Finance and CFO | | 2017 | | | 460,000 | | | — | | | 349,988 | (8) | | 1,049,814 | (9) | | 356,310 | | | 10,660 | | | 2,226,773 | | David Eansor, | | 2019 | | | 501,380 | | | — | | | 299,907 | (12) | | 900,053 | (13) | | 613,448 | (14) | | 8,250 | (15) | | 2,323,038 | | Senior Vice President- | | 2018 | | | 455,000 | | | — | | | 181,248 | (12) | | 543,753 | (13) | | 403,181 | | | 8,100 | | | 1,591,282 | | Biotechnology | | 2017 | | | 430,000 | | | — | | | 162,522 | (12) | | 487,412 | (13) | | 256,210 | | | 11,061 | | | 1,347,206 | | Kim Kelderman, | | 2019 | | | 452,400 | | | — | | | 199,899 | (17) | | 600,028 | (18) | | 304,796 | (19) | | 8,250 | (20) | | 1,565,373 | | President, Diagnostics and | | 2018 | | | 72,500 | | | — | | | 753,900 | (17) | | 301,603 | (18) | | 36,250 | | | 1,004 | | | 1,165,256 | | Genomics(16) | | — | | | | | | | | | | | | | | | | | | | | | | | Brenda Furlow, | | 2019 | | | 431,400 | | | — | | | 162,425 | (21) | | 487,254 | (22) | | 350,574 | (23) | | 8,250 | (24) | | 1,440,173 | | Senior Vice President – | | 2018 | | | 385,000 | | | — | | | 143,731 | (21) | | 431,239 | (22) | | 250,132 | | | 8,100 | | | 1,218,802 | | General Counsel | | 2017 | | | 350,000 | | | — | | | 125,001 | (21) | | 374,931 | (22) | | 166,834 | | | 7,950 | | | 1,024,716 | |
| | (1) | Includes amounts deferred under the Company's Profit Sharing and Savings Plan, a qualified deferred compensation plan under Section 401(k)401(10) of the Internal Revenue Code. | | |
(2) | Amounts shown above represent the total grant date fair value of equity-based compensation based on the estimated probable outcome of the performance based-objectives applicable to such awards on the grant date and excluding the effect of estimated forfeitures. The fair value of equity awards is determined pursuant to the Financial Accounting Standards Board's Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of the fair value are described in Note 910 to the Company's audited financial statements for FY 2016,2019, included in the Company's Annual Report on Form 10-K that was filed with the SEC on August 29, 2016.10-K. |
| | (3) | Represents cash bonuses earned under the Company's cash incentive plans in effect for the applicable year, which are determined and paid in the subsequent fiscal year. | | |
(4) | For 2016,2019, represents 11,52211,279 shares of time-vested restricted stock granted on August 7, 2015,8, 2018 plus shares of performance based restricted stock units also granted on August 7, 2015.8, 2018. The value of the 2016 performance based2019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $1,875,033.$2,999,900. For 2015,2018, represents 14,194 shares of performance-basedtime-vested restricted stock granted on October 26, 2017 plus performance based restricted stock units also granted on August 12, 2014.October 26, 2017. The value of the 2015 performance based awards2018 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $1,050,021.$2,662,500. For 2014,2017, represents 10,20316,653 shares of performance-basedtime-vested restricted stock granted on April 1, 2014 and 7,652 shares of time-basedAugust 18, 2016 plus performance based restricted stock granted on April 1, 2014. |
(5)
| For 2016, includes a time-vested option to purchase 79,517 shares of Common Stock issued on August 7, 2015, plus a performance vested optionunits also granted on August 7, 2015.18, 2016. The value of the 2016 performance based2017 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $2,181,540. $2,662,500.
| | |
(5) | For 2015,2019, includes performance-vesteda time-vested option to purchase 60,222 shares of Common Stock issued on August 12, 2014.8, 2018, plus a performance-vested option also granted on August 8, 2018. The value of the 2015 performance based2019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $1,050,003.For 2014,$3,000,274. For 2018, includes a time-vested option to purchase 46,31678,228 shares of Common Stock issued on April 1, 2014.October 26, 2018, plus a performance-vested option also granted on October 26, 2017. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $2,662,500. For 2017, includes a time-vested option to purchase 102,779 shares of Common Stock issued on August 18, 2016, plus a performance vested option also granted on August 18, 2016. The value of the 2017 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $2,662,500. |
| | | 32 | | 2019 Proxy Statement |
(6) | Includes cash bonus of $1,903,272 earned under the Company’s short-term incentive plan in effect for the applicable year, and a cash performance unit payment of $104,911 vested based on actual performance achieved under the 2017 performance-based award. |
| | (6)(7)
| Includes $7,950$8,250 for 401k match, $3,022 for a supplemental life and disability insurance policy ($2,0062,007 to cover the cost of the premium and $1,106$1,015 as a tax reimbursement related to payment for the premium), and $25,262$35,431 in dividends paid on unvested restricted stock, which amount was not factored into the grant date fair value of such awards. | | |
(7)
| Mr. Hippel joined the Company on April 1, 2014.
| | | (8) | Represents a discretionary cash bonus awarded for Mr. Hippel’s performance in 2014. Mr. Hippel was not eligible for a cash bonus pursuant to the Company's cash incentive plans in effect for 2014 because he joined the Company on April 1, 2014.
| | | (9)
| For 2016,2019, represents shares of performance based restricted stock units also granted on August 7, 2015.8, 2019. The value of the 2016 performance based2019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $325,470.$599,874. For 2014,2018, represents a grantshares of 5,000 time-basedperformance based restricted stock units issued to Mr. Hippel on April 1, 2014 upon the Company hiring him as Chief Financial Officer. | | | (10)
| For 2016, includes a time-vested option to purchase 25,000 shares of Common Stock issued on August 7, 2015, plus a performance vested option also granted on August 7, 2015.October 26, 2017. The value of the 2016 performance based2018 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $342,938.$555,000. For 2015,2017, represents shares of performance based restricted stock units granted on August 18, 2016. The value of the 2017 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $525,000.
|
| | (9) | For 2019, includes a time-vested option to purchase 35,00024,089 shares of Common Stock issued to Mr. Hippel on August 12, 2014.8, 2018, plus a performance-vested option also granted on Oct0ber 29, 2018. The value of the 2019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $600,082. For 2014,2018, includes a time-vested option to purchase 25,000 shares of Common Stock and a performance-vested option to purchase 10,00032,613 shares of Common Stock issued on October 26, 2017, plus a performance vested option also granted on October 26, 2017. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $555,000. For 2017, includes a time-vested option to Mr. Hippelpurchase 40,533 shares of Common Stock issued on April 1, 2014 uponAugust 18, 2016, plus a performance vested option also granted on August 18, 2016. The value of the Company hiring him as Chief Financial Officer.2017 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $525,000. | | |
(11)(10)
| Includes $7,950cash bonus of $613,567 earned under the Company’s short-term incentive plan in effect for the applicable year, and a cash performance unit payment of $20,687 vested based on actual performance achieved under the 2017 performance-based award. |
| | (11) | Includes $8,250 for 401k match and $1,092 for a supplemental life and disability insurance policy ($725 to cover the cost of the premium and $367 as a tax reimbursement related to payment for the premium). | | |
(12) | Mr. Eansor joined the Company on July 2, 2014 through the acquisition of Novus Biologicals, LLC. Mr. Eansor was SVP - Novus Biologicals for the first three quarters of the year and was promoted to SVP – Biotechnology as of April 1, 2015.
| | | (13)
| For 2016,2019, represents shares of performance based restricted stock units granted on August 7, 2015.8, 2018. The value of the 20162019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $449,861. For 2018, represents shares of performance based restricted stock units granted on October 26, 2017. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $271,875. For 2017, represents shares of performance based restricted stock units granted on August 18, 2016. The value of the 2017 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $162,735. For 2015, represents a grant of 5,000 restricted stock units issued to Mr. Eansor on July 2, 2014 upon the Company hiring him as Senior Vice President, Novus Biologicals $243,750. |
| | (14)(13)
| For 2016,2019, includes a time-vested option to purchase 12,50018,066 shares of Common Stock issued on August 7, 2015,8, 2018, plus a performance bested option also granted on August 8, 2018. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance condition will be achieved is $450,038. For 2018, includes a time-vested option to purchase 15,976 shares of Common Stock issued on October 26, 2017, plus a performance bested option also granted on October 26, 2017. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance condition will be achieved is $271,875. For 2017, includes a time-vested option to purchase 18,819 shares of Common Stock issued on August 18, 2016, plus a performance bested option also granted on August 18, 2016. The value of the 2017 performance-based award at the grant date assuming that the highest level of performance condition will be achieved is $243,750. | | |
(14) | Includes cash bonus of $603,843 earned under the Company’s short-term incentive plan in effect for the applicable year, and a cash performance unit payment of $9,605 vested based on actual performance achieved under the 2017 performance-based award. | | |
| | | 2019 Proxy Statement 33 |
(16) | Mr. Kelderman joined the Company and was appointed to the position of President, Diagnostics and Genomics on April 30, 2018. |
| | (17) | For 2019, represents shares of performance based restricted stock units granted on August 8, 2018. The value of the 2019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $299,848. For 2018, represents shares of time vested restricted stock units granted on May 1, 2018. | | |
(18) | For 2019, includes a time-vested option to purchase 12,044 shares of Common Stock issued on August 8, 2018, plus a performance bested option also granted on August 8, 2018. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance condition will be achieved is $300,014. For 2018, includes time vested options to purchase 10,000 shares of Common Stock issued on May 1, 2018. |
| | (19) | Includes cash bonus of $304,796 earned under the Company’s short-term incentive plan in effect for the applicable year. | | |
| | (21) | For 2019, represents shares of performance based restricted stock units granted on August 8, 2018. The value of the 2019 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $243,638. For 2018, represents shares of performance based restricted stock units granted on October 26, 2017. The value of the 2018 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $215,625. For 2017, represents shares of performance based restricted stock units granted on August 18, 2016. The value of the 2017 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $187,500. | | |
(22) | For 2019, includes a time-vested option to purchase 9,786 shares of Common Stock issued on August 8, 2018, plus a performance bested option also granted on August 8, 2018. The value of the 2019 performance based award at the grant date assuming that the highest level of performance condition will be achieved is $243,751. For 2018, includes a time-vested option to purchase 12,670 shares of Common Stock issued on October 26, 2017, plus a performance bested option also granted on October 26, 2017. The value of the 2018 performance based award at the grant date assuming that the highest level of performance condition will be achieved is $215,625. For 2017, includes a time-vested option to purchase 14,476 shares of Common Stock issued on August 18, 2016, plus a performance vested option also granted on August 7, 2015.18, 2016. The value of the 20162017 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $171,469. For 2015, represents grants$187,500. |
| | (23) | Includes cash bonus of $343,186 earned under the Company’s short-term incentive plan in effect for the applicable year, and a time-vested option to purchase 15,000 sharescash performance unit payment of Common Stock issued to Mr. Eansor$7,388 vested based on August 12, 2014.actual performance achieved under the 2017 performance-based award. | | |
(15)(24)
| Includes $7,950 for 401k match.
| | | (16)
| Robert Gavin joined the Company in connection with the Company’s acquisition of ProteinSimple on July 31, 2014 and became an executive officer on November 25, 2014.
| | | (17)
| For 2016, represents shares of performance based restricted stock units granted on August 7, 2015. The value of the 2016 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $162,735. For 2015, represents a grant of performance-based restricted stock units issued to Mr. Gavin on July 31, 2014 in connection with the Company’s acquisition of ProteinSimple. The value of the 2015 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $466,600.
|
(18)
| For 2016, includes a time-vested option to purchase 12,500 shares of Common Stock issued on August 7, 2015, plus a performance vested option also granted on August 7, 2015. The value of the 2016 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $171,469. For 2015, represents grants of a time-vested option to purchase 10,000 shares of Common Stock and a performance-vested option to purchase shares of Common Stock issued to Mr. Gavin on July 31, 2014 in connection with the Company’s acquisition of ProteinSimple, and a grant of a time-vested option to purchase 5,000 shares of Common Stock on December 1, 2014 upon Mr. Gavin’s promotion to SVP – Protein Platforms. The value of the 2015 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $782,500.
| | | (19)
| For 2015, represents a cash bonus of $43,628 paid out to Mr. Gavin under the Company’s Management Incentive Plan for FY 2015, and $80,401 that was paid out as incentive for performance at ProteinSimple in FY 2015 in connection with an incentive arrangement that Mr. Gavin had with ProteinSimple prior to the Company’s acquisition of ProteinSimple.
| | | (20)
| Includes $5,250 for 401k match.
| | | (21)
| Kevin Gould joined the Company in connection with the Company’s acquisition of Cliniqa on July 9, 2015, and became an executive officer on January 1, 2016.
| | | (22)
| Represents a grant of 2,500 time-vested restricted stock units issued to Mr. Gould on July 9, 2015 in connection with the Company’s acquisition of Cliniqa.
| | | (23)
| For 2016, includes a time-vested option to purchase 15,000 shares of Common Stock July 9, 2015 in connection with the Company’s acquisition of Cliniqa, a performance vested option also granted on July 9, 2015, and a grant of a time-vested option to purchase 10,000 shares of Common Stock on January 4, 2016, upon Mr. Gould’s promotion to SVP – Clinical Controls. The value of the 2016 performance based award at the grant date assuming that the highest level of performance conditions will be achieved is $849,500.
| | | (24)
| Represents a cash bonus of $133,486 paid out to Mr. Gould under the Company’s Management Incentive Plan for FY 2016. Since Mr. Gould became an executive officer and was given responsibility for the Clinical Controls division on January 1, his divisional goals were based solely on the performance of Cliniqa, for which he had responsibility for the entire year.
| | | (25)
| Includes $4,800 for 401k match.
|
| | | 34 | | 2019 Proxy Statement |
20162019 Grants of Plan-Based Awards
The following table sets forth certain information with respect to grants of plan-based awards for the named executive officers granted in FY 2016.2019. | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other StockAwards: Number of Shares (3) (#) | All Other Options Awards:Number of Securities Underlying Options (4) (#) | Exercise or Base Price ofOption Awards (per share) ($) | Grant Date FairValue of Stock and Option Awards(5) ($) | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Charles R. | | $400,000 | $800,000 | $1,600,000 | — | — | — | — | — | — | — | Kummeth | | 24,196 | 48,392 | 72,587 | — | — | — | — | — | — | — | | 8/7/2015 | --- | --- | --- | 5,761 | 11,522 | 17,283 | --- | --- | --- | $1,250,022 | | 8/7/2015 | --- | --- | --- | 39,758 | 79,517 | 119,275 | --- | --- | $108.49 | 1,454,366 | | 8/7/2015 | — | — | — | --- | --- | --- | --- | 79,517 | 108.49 | 1,454,366 | | 8/7/2015 | — | — | — | --- | --- | --- | 11,522 | --- | --- | 1,250,022 | James | | 138,125 | 276,250 | 552,500 | — | — | — | — | — | — | --- | Hippel | | 4,200 | 8,400 | 12,600 | --- | --- | --- | --- | --- | --- | --- | | 8/7/2015 | --- | --- | --- | 1,000 | 2,000 | 3,000 | --- | --- | --- | 216,980 | | 8/7/2015 | --- | --- | --- | 6,250 | 12,500 | 18,750 | --- | --- | 108.49 | 228,625 | | 8/7/2015 | — | — | — | — | — | — | — | 25,000 | 108.49 | 457,250 | David | | 80,000 | 160,000 | 320,000 | — | — | — | — | — | — | — | Eansor | | 2,100 | 4,200 | 6,300 | --- | --- | --- | --- | --- | --- | --- | | 8/7/2015 | --- | --- | --- | 500 | 1,000 | 1,500 | --- | --- | --- | 108,490 | | 8/7/2015 | --- | --- | --- | 3,125 | 6,250 | 9,375 | --- | --- | 108.49 | 114,313 | | 8/7/2015 | — | — | — | — | — | — | — | 12,500 | 108.49 | 228,625 | Robert | | 70,000 | 140,000 | 280,000 | — | — | — | — | — | — | — | Gavin | | 2,100 | 4,200 | 6,300 | — | — | — | — | — | — | — | | 8/7/2015 | — | — | — | 500 | 1,000 | 1,500 | — | — | — | 108,490 | | 8/7/2015 | — | — | — | 3,125 | 6,250 | 9,375 | — | --- | 108.49 | 114,313 | | 8/7/2015 | — | — | — | — | — | — | — | 12,500 | 108.49 | 228,625 | Kevin | | 41,250 | 82,500 | 165,000 | — | — | — | — | — | — | — | Gould | 7/9/2015 | — | — | — | 0 | 50,000 | NA | --- | --- | 97.23 | 569,165 | | 7/9/2015 | --- | --- | --- | --- | --- | --- | --- | 15,000 | 97.23 | 254,850 | | 7/9/2015 | --- | --- | --- | --- | --- | --- | 2,500 | --- | --- | 243,075 | | 1/4/2016 | — | — | — | — | — | — | --- | 10,000 | 88.23 | 145,001 |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of | All Other Options Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares(3) (#) | Options(4) (#) | (per share) ($) | Awards(5) ($) | | | | | $ | 598,125 | | $ | 1,196,250 | | $ | 2,392,500 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | 23,685 | | | 47,370 | | | 71,055 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Charles | | 8/8/2018 | | | — | | | — | | | — | | | 5,639 | | | 11,279 | | | 16,918 | | | — | | | — | | | — | | | 2,999,900 | | Kummeth | | 8/8/2018 | | | — | | | — | | | — | | | 30,111 | | | 60,222 | | | 90,334 | | | — | | | — | | | 177.32 | | | 3,000,274 | | | | 8/8/2018 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 60,222 | | | 177.32 | | | 1,999,972 | | | | 8/8/2018 | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,279 | | | — | | | — | | | 1,999,992 | | | | | | | 192,821 | | | 385,641 | | | 771,282 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | 4,736 | | | 9,472 | | | 14,208 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | James | | 8/8/2018 | | | — | | | — | | | — | | | 1,127 | | | 2,255 | | | 3,383 | | | — | | | — | | | — | | | 599,873 | | Hippel | | 8/8/2018 | | | — | | | — | | | — | | | 6,022 | | | 12,044 | | | 18,066 | | | — | | | — | | | 177.32 | | | 600,071 | | | | 8/8/2018 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 24,089 | | | 177.32 | | | 799,995 | | | | | | | 175,483 | | | 350,966 | | | 701,932 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | 3,551 | | | 7,103 | | | 10,655 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | David | | 8/8/2018 | | | — | | | — | | | — | | | 845 | | | 1,691 | | | 2,537 | | | — | | | — | | | — | | | 449,861 | | Eansor | | 8/8/2018 | | | — | | | — | | | — | | | 4,516 | | | 9,033 | | | 13,550 | | | — | | | — | | | 177.32 | | | 450,038 | | | | 8/8/2018 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 18,066 | | | 177.32 | | | 598,345 | | | | | | | 158,340 | | | 316,680 | | | 633,360 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | 2,367 | | | 4,735 | | | 7,102 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Kim | | 8/8/2018 | | | — | | | — | | | — | | | 563 | | | 1,127 | | | 1,691 | | | — | | | — | | | — | | | 299,848 | | Kelderman | | 8/8/2018 | | | — | | | — | | | — | | | 3,011 | | | 6,022 | | | 9,033 | | | — | | | — | | | 177.32 | | | 300,014 | | | | 8/8/2018 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,044 | | | 177.32 | | | 398,897 | | | | | | | 107,850 | | | 215,700 | | | 431,400 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | 1,923 | | | 3,847 | | | 5,770 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | Brenda | | 8/8/2018 | | | — | | | — | | | — | | | 458 | | | 916 | | | 1,374 | | | — | | | — | | | — | | | 243,638 | | Furlow | | 8/8/2018 | | | — | | | — | | | — | | | 2,446 | | | 4,893 | | | 7,339 | | | — | | | — | | | 177.32 | | | 243,751 | | | | 8/8/2018 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,786 | | | 177.32 | | | 324,112 | |
| | (1) | Row 1 for each NEO represents cash bonuses that could have been earned under the Company’s Management Incentive Plan for FY 20162019 and would have been paid in FY 2017.2020. The payout under the Company’s Management Incentive Plan for FY 20162019 for each participant depended on an individualized ratio of consolidated EBITDAadjusted operating income results, consolidated organic revenue results, acquisition adjusted operating income results, acquisition organic revenue results and with respect to Messrs. Eansor and Gavin, division EBITDAKelderman, division/segment adjusted operating income results and division organic revenue results. Since Mr. Gould did not become an executive officer until JanuaryOn August 1, 2016, his bonus was based on consolidated EBITDA results, consolidated revenue results, and Cliniqa EBITDA and revenue results (rather than2019, the full Clinical Controls division). On July 28, 2015, the Executive Compensation Committee approved the following bonuses: Mr. Kummeth in the amount of $988,817,$1,903,272, Mr. Hippel in the amount of $341,451,$613,567, Mr. Eansor in the amount of $228,448,$603,843, Mr. GavinKelderman in the amount of $115,954,$304,796, and Mr. GouldMs. Furlow in the amount of $133,486. |
| $343,186. Row 2 for each NEO represents performance-based cash units granted during the fiscal year under the Company’s Second Amended and Restated 2010 Equity Incentive Plan.Plan (“Equity Plan”). Such awards vest following the Company’s 20182021 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted earnings per share and organic revenue growth goals in the 2018 fiscal year. Mr. Gould did not receive a similar grant as he was not an executive officer when the awards were granted in August, 2015. Row 2 for Mr. Gould represents stock options granted to him by the Company in connection with its acquisition of Cliniqa, which may vest based on achievement of performance goals for the 12 months ending May 31, 2018. This award is not part of the Company’s Management Incentive Plan for FY 2016 and is not subject to threshold, target or maximum vesting criteria.2021. |
| | (2) | Represents the number of performance-based equity awards granted to the participant NEOs during the fiscal year under the Company’s 2010 Equity Incentive Plan. For each NEO, except Mr. Gould, Row 3 represents performance-based restricted stock units and Row 4 represents performance-based options, which awards vest following the Company’s 20182021 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted earnings per share and organic revenue growth goals in the 2018 fiscal year.FY 2021. |
| | | 2019 Proxy Statement 35 |
(3) | For Mr. Kummeth, represents a restricted stock award granted for which the fiscal year under the Company’s Equity Plan. The risk of forfeiture will lapse for 3,840 sharesthe award lapses annually in pro-rata increments over a period of three years, beginning on August 7, 2016 and for 3,841 shares on eachthe first anniversary of August 7, 2017 and August 7, 2018. For Mr. Gould, represents a restricted stock unit award granted in connection with the Company’s acquisition of Cliniqa which vests over three years.grant date. |
| | (4) | Represents the number of time-based stock options granted to the participant during the fiscal year under the Company’s 2010 Equity Incentive Plan. Such awards vest annually in pro-rata increments over a period of four years, beginning on the first anniversary of the grant date.August 8, 2019. | | |
(5) | The fair value of the equity awards is determined pursuant to ASC Topic 718, based on the probable outcome of the performance conditions and excluding the effect of estimated forfeitures. Assumptions used in the calculation of the fair value of the equity awards are described in Note 910 to the Company’s audited financial statements for FY 2016,2019, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on August 29, 2016.10-K. |
20162019 Outstanding Equity Awards at Fiscal Year-End
The following table shows all outstanding stock options and restricted stock held by the named executive officers on June 30, 2016.2019. | Option Awards | Stock Awards | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not Vested (#) | Market Value of Shares of Stock that have not Vested ($) | Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | | 65,000 | (1) | | — | | | — | | $ | 67.46 | | | 4/1/2020 | | | — | | | — | | | — | | | — | | | | 50,000 | (22) | | | | | | | $ | 67.46 | | | 4/1/2020 | | | | | | | | | | | | | | | | 46,316 | (2) | | — | | | — | | | 86.25 | | | 4/1/2021 | | | — | | | — | | | — | | | — | | | | 66,849 | (3) | | — | | | — | | | 94.35 | | | 8/12/2021 | | | — | | | — | | | — | | | — | | | | 59,637 | | | 19,880 | (4) | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | Charles | | 95,346 | (5) | | — | | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | Kummeth | | 51,390 | | | 51,389 | (6) | | — | | | 106.59 | | | 8/18/2023 | | | 5,551 | (7) | | 1,166,543 | | | — | | | — | | | | — | | | — | | | 154,169 | (8) | | 106.59 | | | 8/18/2023 | | | — | | | — | | | 24,979 | (9) | | 5,249,337 | | | | 19,557 | | | 58,671 | (10) | | — | | | 125.05 | | | 8/9/2024 | | | 9,463 | (11) | | 1,988,649 | | | — | | | — | | | | — | | | — | | | 117,342 | (12) | | 125.05 | | | 8/9/2024 | | | — | | | — | | | 21,291 | (13) | | 4,474,304 | | | | — | | | 60,222 | (14) | | — | | $ | 177.32 | | | 8/8/2025 | | | 11,279 | (15) | | 2,370,282 | | | — | | | — | | | | — | | | — | | | 90,334 | (16) | $ | 177.32 | | | 8/8/2025 | | | — | | | — | | | 16,918 | (17) | | 3,555,318 | | | | 35,000 | (21) | | — | | | — | | | 94.35 | | | 8/12/2021 | | | — | | | — | | | — | | | — | | | | 18,750 | | | 6,250 | (4) | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | | | 14,988 | (5) | | — | | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | | | 20,267 | | | 20,266 | (6) | | — | | | 106.59 | | | 8/18/2023 | | | — | | | — | | | — | | | — | | James | | — | | | — | | | 30,400 | (8) | | 106.59 | | | 8/18/2023 | | | — | | | — | | | 4,925 | (9) | | 1,034,989 | | Hippel | | 8,153 | | | 24,460 | (10) | | — | | | 125.05 | | | 8/9/2024 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 24,460 | (12) | | 125.05 | | | 8/9/2024 | | | — | | | — | | | 4,438 | (13) | | 932,646 | | | | — | | | 24,089 | (14) | | — | | | 177.32 | | | 8/8/2025 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 18,066 | (16) | | 177.32 | | | 8/8/2025 | | | — | | | — | | | 3,383 | (17) | | 710,937 | | | | 15,000 | (21) | | — | | | — | | | 94.35 | | | 8/12/2021 | | | — | | | — | | | — | | | — | | | | 9,375 | | | 3,125 | (4) | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | | | 7,494 | (5) | | — | | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | | | 9,410 | | | 9,409 | (6) | | — | | | 106.59 | | | 8/18/2023 | | | — | | | — | | | — | | | — | | David | | — | | | — | | | 14,114 | (8) | | 106.59 | | | 8/18/2023 | | | — | | | — | | | 2,287 | (9) | | 480,613 | | Eansor | | 3,994 | | | 11,982 | (10) | | — | | | 125.05 | | | 8/9/2024 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 11,982 | (12) | | 125.05 | | | 8/9/2024 | | | — | | | — | | | 2,174 | (13) | | 456,866 | | | | — | | | 18,066 | (14) | | — | | $ | 177.32 | | | 8/8/2025 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 13,550 | (16) | | 177.32 | | | 8/8/2025 | | | — | | | — | | | 2,537 | (17) | | 533,151 | | | | 663 | | | 1,989 | (18) | | — | | | 150.78 | | | 5/1/2025 | | | — | | | — | | | — | | | — | | Kim | | 1,837 | | | 5,511 | (18) | | — | | | 150.78 | | | 5/1/2025 | | | — | | | — | | | 3,333 | (19) | | 700,430 | | Kelderman | | — | | | 12,044 | (14) | | — | | | 177.32 | | | 8/8/2025 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 9,033 | (16) | | 177.32 | | | 8/8/2025 | | | — | | | — | | | 2,363 | (17) | | 496,584 | | | | | 36 | | 2019 Proxy Statement |
| Option Awards | Stock Awards | Name | | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not Vested (#) | Market Value of Shares of Stock that have not Vested ($) | Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | Charles R. Kummeth | — | — | 80,4601) | $94.35 | 8/12/2021 | 2,551(2) | $287,676 | 11,129(3) | $1,225,017 | | 51,453(4) | 13,547(4) | — | 67.46 | 4/1/2020 | — | — | — | — | | 50,000(5) | — | — | 67.46 | 4/1/2020 | — | — | — | — | | 25,090(6) | 21,226(6) | — | 86.25 | 4/1/2021 | — | — | — | — | | — | 79,517(7) | — | 108.49 | 8/7/2022 | 11,522(8) | 1,299,336 | 5,761(9) | 649,668 | | — | — | 39,758 (10) | 108.49 | 8/7/2022 | --- | --- | --- | --- | James Hippel | 8,750(11) | 26,250(11) | — | 94.35 | 8/12/2021 | 1,667(12) | 187,988 | — | — | | 12,500(13) | 12,500(13) | — | 86.25 | 4/1/2021 | — | — | — | | | 10,000(14) | — | — | 86.25 | 4/1/2021 | — | — | — | — | | — | 25,000(15) | — | 108.49 | 8/7/2022 | — | — | 1,000(16) | 112,770 | | — | — | 6,250(17) | 108.49 | 8/7/2022 | — | — | — | — | David Eansor | 3,750(18) | 11,250(18) | — | 94.35 | 8/12/2021 | 3,333(19) | 375,862 | — | — | | — | 12,500(20) | — | 108.49 | 8/7/2022 | — | — | 500(21) | 56,385 | | — | — | 3,125(22) | 108.49 | 8/7/2022 | — | — | — | — | Robert Gavin | 2,500(23) | 7,500(23) | — | 93.32 | 7/31/2021 | — | — | 2,50024) | 281,925 | | — | — | 25,000(25) | 93.32 | 7/31/2021 | — | — | — | — | | 1,500(26) | 3,500(26) | — | 90.25 | 11/30/2021 | — | — | — | — | | — | 12,500(27) | — | 108.49 | 8/7/2022 | — | — | 1,500(28) | 169,155 | | — | — | 3,125(29) | 108.49 | 8/7/2022 | — | — | — | — | Kevin Gould | — | 15,000(30) | | 97.23 | 7/9/2022 | | | — | — | | | | 50,000(31) | 97.23 | 7/9/2022 | 2,500(32) | 281,925 | — | — | | — | 10,000(33) | — | 88.23 | 1/4/2023 | — | — | — | — |
| Option Awards | Stock Awards | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not Vested (#) | Market Value of Shares of Stock that have not Vested ($) | Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | | 9,600 | (21) | | — | | | — | | | 94.35 | | | 8/12/2021 | | | — | | | — | | | — | | | — | | | | 7,500 | | | 2,500 | (4) | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | | | 5,995 | (5) | | — | | | — | | | 108.49 | | | 8/7/2022 | | | — | | | — | | | — | | | — | | | | 7,238 | | | 7,238 | (6) | | — | | | 106.59 | | | 8/18/2023 | | | — | | | — | | | — | | | — | | Brenda | | — | | | — | | | 10,857 | (8) | | 106.59 | | | 8/18/2023 | | | — | | | — | | | 1,759 | (9) | | 369,654 | | Furlow | | 3,167 | | | 9,503 | (10) | | — | | | 125.05 | | | 8/9/2024 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 9,503 | (12) | | 125.05 | | | 8/9/2024 | | | — | | | — | | | 1,724 | (13) | | 362,299 | | | | — | | | 9,786 | (14) | | — | | | 177.32 | | | 8/8/2025 | | | — | | | — | | | — | | | — | | | | — | | | — | | | 7,339 | (16) | | 177.32 | | | 8/8/2025 | | | — | | | — | | | 1,374 | (17) | | 288,746 | |
| | (1) | VestsVested in full or in part following the Company’sFY 2017 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted earnings per share and organic revenue growth goals during each of the 2015, 2016, and 2017 fiscal years.pursuant to time-based vesting provisions.
| | |
(2) | Restricted stock risk of forfeiture will lapse on April 1, 2017.Vested in FY 2018 pursuant to time-based vesting provisions.
|
(3)
| Vests in full or in part following the Company’s 2017 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted earnings per share and organic revenue growth goals during each of the 2015, 2016, and 2017 fiscal years.
| | | (4)
| Vests 8,125 shares on October 1, 2013, 1,354 shares on the first day of each month for the period beginning November 1, 2013 and ending March 1, 2017, and 1,361 shares on April 1, 2017.
| | | (5)(3)
| Vested in FY 20142017 pursuant to the achievement of certain performance goals. | | |
(6)(4)
| Granted August 7, 2015. Vests 5,790 shares on October 1, 2014, 965 sharesratably on the first dayfour anniversaries of the month forgrant date. |
| | (5) | Vested in FY 2019 pursuant to the period beginning November 1, 2014 and ending March 1, 2018, and 961 shares on April 1, 2018.achievement of certain performance goals. | | |
(7)(6)
| Granted August 18, 2016. Vests 19,879 sharesratably on eachthe first four anniversaries of August 7, 2016, August 7, 2017 and August 7, 2018, and 19,880 shares on August 7, 2019.the grant date. |
| | (8)(7)
| Restricted stock risk of forfeiture will lapse for 3,840with respect to 5,551 shares on August 7, 2016, and for 3,841 shares on each of August 7, 2017 and August 7, 2018.18, 2019. | | |
(9)(8)
| Vests in full or in part on August 18, 2019 if certain performance goals are achieved (or such later date as performance is certified). |
| | (9) | Restricted stock units vest in full or in part following the Company’s 20182019 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 20182019 fiscal year. | | |
(10) | Granted October 26, 2017. Vests ratably on the first four anniversaries of the grant date. |
| | (11) | Restricted stock award granted October 26, 2017. The risk of forfeiture lapses ratably on the first three anniversaries. | | |
(12) | Vests in full or in part on August 9, 2020 if certain performance goals are achieved (or such later date as performance is certified). |
| | (13) | Restricted stock units vest in full or in part following the Company’s 20182020 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 20182020 fiscal year. | | |
(11)(14)
| Granted August 8, 2018. Vests 8,750 sharesratably on eachthe first four anniversaries of the grant date. |
| | (15) | Restricted stock award granted August 12, 2015, August 12, 2016, August 12, 2017 and August 12,8, 2018. The risk of forfeiture lapses ratably on the first three anniversaries. | | |
(12)
| Restricted stock units to vest March 31, 2017.
| | | (13)
| Vests 6,250 shares on each of April 1, 2015, April 1, 2016, April 1, 2017, and April 1, 2018.
| | | (14)
| Vested in FY 2014 pursuant to the achievement of certain performance goals.
| | | (15)
| Vests 6,250 shares on each of August 7, 2016, August 7, 2017, August 7, 2018 and August 7, 2019.
| | | (16) | Vests in full or in part on August 8, 2021 if certain performance goals are achieved (or such later date as performance is certified). |
| | (17) | Restricted stock units vest in full or in part following the Company’s 20182021 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 20182020 fiscal year. | | |
(17)(18)
| Granted May 1, 2018. Vests ratably on the first four anniversaries of the grant date. |
| | | 2019 Proxy Statement 37 |
(19) | Restricted stock units granted May 1, 2018. Vests ratably on the first three anniversaries. |
| | (20) | Vested in full or in part followingFY 2015 pursuant to the Company’s 2018 fiscal year if the Company achieves threshold, target or maximum consolidatedadjusted operating income and organic revenue growth goals in the 2018 fiscal year.achievement of certain performance goals. | | |
(18)(21)
| Vests 3,750 shares on each of August 12, 2015, August 12, 2016, August 12, 2017 and August 12, 2018.Vested in FY 2019 pursuant to time-based vesting provisions.
| | |
(19)(22)
| Restricted stock unitsVested in FY 2015 pursuant to vest as to 1,667 shares on July 1, 2016 and as to 1,666 shares on July 1, 2017.
| | | (20)
| Vests 3,125 shares each on August 7, 2016, August 7, 2017, August 7, 2018 and August 7, 2019.
| | | (21)
| Vests in full or in part following the Company’s 2018 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 2018 fiscal year.
| | | (22)
| Vests in full or in part following the Company’s 2018 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 2018 fiscal year.
| | | (23)
| Vests 2,500 shares on each of July 1, 2015, July 1, 2016, July 1, 2017, and July 1, 2018.
| | | (24)
| Vests in full or in part if certain performance goals are achieved for calendar 2016.
| | | (25)
| Vests in full or in part if certain performance goals are achieved for calendar 2016.
| | | (26)
| Vests 1,500 shares on each of December 1, 2015, December 1, 2016, December 1, 2017 and December 1, 2018.
|
(27)
| Vests 3,125 shares each on August 7, 2016, August 7, 2017, August 7, 2018 and August 7, 2019.
| | | (28)
| Vests in full or in part following the Company’s 2018 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 2018 fiscal year.
| | | (29)
| Vests in full or in part following the Company’s 2018 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and organic revenue growth goals in the 2018 fiscal year.
| | | (30)
| Vests 3,750 shares on each of July 9, 2016, July 9, 2017, July 9, 2018 and July 9, 2019.
| | | (31)
| Vests based on achievement of certain revenue targets by Cliniqa for the 12 months ending May 31, 2018.
| | | (32)
| Restricted stock units to vest as to 833 shares on July 9, 2016 and July 9, 2017, and as to 834 shares on July 9, 2018.
| | | (33)
| Vests 2,500 shares on each of January 4, 2017, January 4, 2018, January 4, 2019 and January 4 2020.performance goals.
|
20162019 Option Exercises and Stock Vested
The following table shows options exercised by the named executive officers during FY 20162019 and each vesting of stock, including restricted stock and restricted stock units during FY 20162019, for each of the named executive officers on an aggregated basis. The value realized on exercise is equal to the difference between the market price of the underlying shares at the date of exercise and the exercise price of the options. The value realized on vesting is equal to the market price of the underlying shares at the date of vesting. | Option Awards | Stock Awards | Option Awards | Stock Awards | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Charles Kummeth | — | — | 7,551 | $721,121 | | — | | | — | | | 27,939 | | | 5,026,130 | | James Hippel | — | — | 1,667 | 157,565 | | 35,000 | | | 4,088,931 | | | 2,398 | | | 431,975 | | Dave Eansor | — | — | 1,667 | 162,599 | | David Eansor | | | — | | | — | | | 1,199 | | | 215,987 | | Kim Kelderman | | | — | | | — | | | 1,667 | | | 336,950 | | Brenda Furlow | | | 5,400 | | | 570,510 | | | 959 | | | 172,754 | |
Executive Employment Agreements and Change in Control Arrangements We have entered into employment agreements with our executive officers that outline the compensation and benefits payable to the executives and specify the payments that may be made upon certain termination events. The descriptions below are qualified in their entirety by reference to the agreements themselves, which have been includedreferenced as exhibits to the Company’s CurrentAnnual Report on Form 8-K dated March 16, 2013, Current Report on Form 8-K dated February 5, 2014, Quarterly Report on Form 10-Q10-K for the periodfiscal year ended December 31, 2014, as filed with the SEC on February 9, 2015, Quarterly Report on Form 10-Q for the period ended SeptemberJune 30, 2015 as filed with the SEC on November 9, 2015, and Quarterly Report on Form 10-Q for the period ended December 31, 2015, as filed with the SEC on February 9, 2016.2019. Compensation Arrangements The employment agreements with our NEOs provide for annual base salaries to be reviewed on at least an annual basis by the Executive Compensation Committee, and state that the executives will be eligible to participate in the Company’s Management Incentive Plan. Cash bonuses under the Management Incentive Plan are targeted at a specified percentage of the executive’s base salary, as set by the Executive Compensation Committee each year. Executives are also eligible for periodic long-term equity awards as determined by the Executive Compensation Committee. The employment agreements provide that incentive compensation is subject to recoupment to the extent required by laws or regulations that are applicable to Bio-Techne. Benefits Our executives are entitled to participate in all general Bio-Techne benefit plans to the extent eligible to do so based on age, tenure and title, as well as to receive reimbursement for necessary and reasonable out-of-pocket expenses incurred in connection with performing their employment duties and paid vacation of four weeks per calendar year. Under the employment agreements with Mr. Kummeth and Mr. Hippel, Bio-Techne provides reimbursement for supplemental life insurance and supplemental short-term and long-term disability insurance in a maximum amount that, when aggregated with coverage provided to them under Bio-Techne’s other benefit plans, is three times the applicable base salary for life insurance and 60% and 70% of applicable base salary for short-term and long-term disability insurance, respectively. The reimbursement amounts provided to Mr. Kummeth and Mr. Hippel also include an additional reasonable gross-up amount to cover taxes incurred by them as a result of such payments. | | | 38 | | 2019 Proxy Statement |
Potential Severance Events Non-Change of Control Events In the event Bio-Techne terminates an executive’s employment without “cause” (as defined in the employment agreements) or in the event an executive resigns for “good reason” (as defined in the employment agreements), the executive would be entitled to severance in the amount of one year of his or her then-current base salary. Any severance payments under the employment agreements are contingent upon the executive executing and complying with a release of claims against the Company. The employment agreements define “cause” to include: (i) habitual neglect of, or willful or material failure to perform employment duties; (ii) embezzlement or any act of fraud; (iii) commission of acts that can be charged as a felony; (iv) dishonesty in dealing between the executive and Bio-Techne or between the executive and other Bio-Techne employees; (v) use or misuse of any controlled substance or of alcohol in a manner that adversely affects the executive’s job performance or otherwise could reflect negatively on the public image of Bio-Techne; (vi) habitual absenteeism; or (vii) willfully acting in a manner materially adverse to the best interests of Bio-Techne. The employment agreements define “good reason” to mean: (i) a change in the executive’s reporting responsibilities, titles or offices which diminishes the executive’s responsibility or authority; (ii) a material reduction in executive’s total compensation from that provided in the executive’s employment agreement; (iii) a requirement imposed by Bio-Techne that results in the executive being based at a location that is outside a 50 mile radius of Bio-Techne; or (iv) physical working conditions or requirements that a reasonable person would find intolerable (provided that Bio-Techne has a 30-day right to cure or address such intolerable conditions). Change of Control Events If an executive’s employment isexecutive resigns for Good Reason or is terminated upon a “change of control” (as defined in the employment agreement) or within one year thereafter, the executive would be entitled to severance in the amount of two years of his then-current base salary, with respect to Mr. Kummeth, or one year of his or her then-current base salary, with respect to all other NEOs, plus in each case the pro-rated value of any cash incentive compensation earned through the date of separation and(based on higher of the target cash incentive compensation amount in either the prior year or the year in which the change of control occurs), the automatic acceleration of any vesting requirements of outstanding equity awards.awards, and the payment of COBRA health insurance premiums for two years, with respect to Mr. Kummeth, or one year, with respect to all other NEOs. Any severance payments under the employment agreements are contingent upon the executive executing and complying with a release of claims against the Company. For the purpose of the employment agreements, “change of control” generally means: (i) a person, entity or group becomes the owner of more than 50% of the combined voting power of Bio-Techne’s then-outstanding securities (other than in connection with an equity financing or solely as the result of a repurchase of outstanding shares by Bio-Techne); (ii) a merger, consolidation or similar transaction occurs and the shareholders of Bio-Techne immediately prior to the event to not own outstanding voting securities of more than 50% of the combined voting power of the surviving entity following the event; or (iii) a sale, lease or other disposition of substantially all of the total gross value of Bio-Techne’s consolidated assets occurs. | | | 2019 Proxy Statement 39 |
Quantification of Potential Severance Events as of June 30, 20162019 For each named executive officer, the estimated amount of potential payments at June 30, 2016,2019, assuming the executive’s employment terminates pursuant to a covered reason, is as follows: | | | | | | Severance Upon Termination Following a Change in Control | | Name | | Cash Severance Upon Termination Without Cause or Resignation for Good Reason | | | Cash Severance(1) | | | Value of Accelerated Equity Awards(2) | | Charles R. Kummeth | | $ | 800,000 | | | $ | 2,940,684 | | | $ | 8,300,665 | | James Hippel | | | 425,000 | | | | 859,260 | | | | 1,528,573 | | David Eansor | | | 400,000 | | | | 688,410 | | | | 845,867 | | Robert Gavin | | | 350,000 | | | | 492,578 | | | | 2,023,825 | | Kevin Gould | | | 275,000 | | | | 420,463 | | | | 1,537,425 | |
| Cash Severance Upon Termination | Severance Upon Termination Following a Change in Control | Name | Without Cause or Resignation for Good Reason | Cash Severance(1) | Value of Accelerated Equity Awards(2) | Charles Kummeth | $ | 957,000 | | $ | 4,130,001 | | $ | 60,969,509 | | James Hippel | | 514,188 | | | 1,204,730 | | | 13,841,135 | | David Eansor | | 501,380 | | | 1,154,504 | | | 7,153,534 | | Kim Kelderman | | 452,400 | | | 790,936 | | | 5,226,080 | | Brenda Furlow | | 431,400 | | | 811,039 | | | 2,137,249 | |
| | (1) | Assumes that the triggering event took place on the last business day of FY 2016,2019, and the payout upon termination is equal to the applicable multiple of base salary plus the actual non-equity incentive plan compensation earned for FY 20162019 plus the maximum value of unvested performance-based cash units.performance units plus payment of COBRA health insurance premiums for the applicable number of years. | | |
(2)(2)
| Assumes that the triggering event took place on the last business day of FY 2016,2019, the price per share of the Company's securities is the closing market price as of that date ($208.49 for 2019 in comparison to $147.95 for 2018, $117.50 for 2017, and $112.77 for 2016), and the payout upon termination is equal to the maximum value of unvested equity awards. Represents the sum of the value of accelerated restricted stock and RSUs, calculated by multiplying the number of restricted stock and RSUs by the price per share on June 30, 2016,2019, plus the value of accelerated option shares, calculated by subtracting the aggregate exercise price from the price per share on June 30, 20162019 and multiplying the difference by the number of option shares. Outside of a change in control, performance vesting RSUs and stock options cliff vest three years from the grant date. |
Pay Ratio Disclosure As a result of Section 953(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K (collectively, the “Rule”), beginning with our 2018 proxy statement, the SEC requires disclosure of the ratio of annual total compensation received by our CEO compared to the median of the annual total compensation of all of our employees (other than our CEO), commonly referred to as the ”pay ratio” disclosure. As permitted by the SEC rules, as neither our workforce composition nor our compensation arrangements changed materially during FY 2019, we used the same median employee that we identified for purposes of our disclosure of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees for FY 2018. We calculated the annual total compensation of the median employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $64,371. Our median employee did not receive any equity compensation. Our CEO, Mr. Kummeth, received annual total compensation for FY 2019 in the amount of $11,011,138 as reflected in the Summary Compensation Table included in this Proxy Statement. Based on this information, we estimate that Mr. Kummeth’s FY 2019 annual total compensation was approximately 171 times the median of the annual total compensation of all employees. In calculating our pay ratio for FY 2019, we determined that we had erroneously included the employer contribution to health insurance in the calculation of the median employee’s compensation for FY 2018, which had increased the reported compensation and decreased the ratio of CEO compensation by increasing the denominator. This calculation is corrected in the reporting of the FY 2019 pay ratio. | | | 40 | | 2019 Proxy Statement |
Item 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION
Your Board recommends a vote “FOR” support of the Company’s named executive officer compensation. Consistent with the results of the shareholder advisory vote held at the 20112017 Annual Meeting of Shareholders regarding the frequency of “say-on-pay”“say on pay” votes, the Board has adopted a policy providing for annual “say-on-pay”say on pay advisory votes. This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures relating to the named executive officers. Our Executive Compensation Committee has described our compensation philosophy in the Compensation Discussion and Analysis contained in this Proxy Statement. Shareholders are urged to read the Compensation Discussion and Analysis, which also discusses how the Company’s compensation policies and procedures implement the Company’s compensation philosophy, as well as the 20162019 Summary Compensation Table and other related tables and narrative disclosure that describe the compensation of the Chief Executive Officer, the Chief Financial Officer and the other named executive officers of the Company in FY 2016.2019. The Executive Compensation Committee and the Board believe the policies and procedures articulated in the Compensation Discussion and Analysis are effective in implementing the Company’s compensation philosophy and in achieving its goals and that the compensation of the named executive officers in FY 20162019 reflects and supports these compensation policies and procedures. We ask our stockholders to vote on the following resolution at the Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2016
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2019 Summary Compensation Table and the other related tables and disclosures.” |
This advisory vote on named executive officer compensation, commonly referred to as a “say-on-pay”say on pay advisory vote, is not binding on the Board. However, the Board and Executive Compensation Committee will take into account the result of the vote when determining future executive compensation arrangements. Under applicable Minnesota law and the Company’s Second Amended and Restated Bylaws, this proposal requires the affirmative vote of the holders of the greater of: (1) a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting with authority to vote on such matter or (2) a majority of the voting power of the minimum number of shares that would constitute a quorum for the transaction of business at the Annual Meeting. Equity Compensation Plan Information We currently award stock-based compensation, including stock options and restricted stock, under ourAmendedour Second Amended and Restated 2010 Equity Incentive Plan. The following table presents information about common stock authorized for issuance under theAmendedthe Second Amended and Restated 2010 Equity Incentive Plan as of June 30, 2016:2019: Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options (# in 000’s) | | | Weighted Avg. Exercise Price of Outstanding Options ($) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (#) (in millions) | | | | (A) | | | (B) | | | (C) | | Equity compensation plans approved by shareholders | | | 1,819 | | | $ | 91.91 | | | | 1.1 | | Equity compensation plans not approved by shareholders | | | 0 | | | | N/A | | | | 0 | | Total | | | 1,819 | | | $ | 91.91 | | | | 1.1 | |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options (# in 000’s) | Weighted Avg. Exercise Price of Outstanding Options ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (# in 000’s) | | (A) | (B) | (C) | Equity compensation plans approved by shareholders | | 3,656 | | $ | 121.16 | | | 2,638 | | Equity compensation plans not approved by shareholders | | 0 | | | N/A | | | 0 | | Total | | 3,656 | | $ | 121.16 | | | 2,638 | | | | | | | | | | | |
As of September 2, 2016,August 30, 2019, there were 1,073,5801,895,858 shares available for future grants under the Amended and Restated Plan, and the closing price per share of our common stock was $106.88$191.57 as reported on The NASDAQNasdaq Global Select Market. | | | 2019 Proxy Statement 41 |
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons known to the Company to be the beneficial owners of more than 5% of the Company’s outstanding Common Stock as of September 2, 2016: Name and Address of Beneficial Owner | | Amount and Nature of Shares Beneficially Owned | | | Percent of Class | | BlackRock, Inc. | | | 2,965,403 | (1) | | | 8.0 | % | 40 East 52nd Street | | | | | | | | | New York, NY 10022 | | | | | | | | | The Vanguard Group | | | 2,604,595 | (2) | | | 7.0 | % | 100 Vanguard Blvd. | | | | | | | | | Malvern, PA 19355 | | | | | | | | | Brown Capital Management, LLC | | | 2,452,328 | (3) | | | 6.6 | % | 1201 N. Calvert Street | | | | | | | | | Baltimore, Maryland 21202 | | | | | | | | |
August 30, 2019. Name and Address of Beneficial Owner | Amount and Nature of Shares Beneficially Owned | Percent of Class | BlackRock, Inc. 40 East 52nd Street New York, NY 10022 | | 3,855,948(1) | | | 10.2 | % | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | 3,422,308(2) | | | 9.0 | % | Eaton Vance Management 2 Int’l Place Boston, MA 02110 | | 2,028,469(3) | | | 5.4 | % |
| | (1) | BlackRock, Inc. reported its beneficial ownership on a Schedule 13G/A filed with the SEC on February 10, 2016.January 24, 2019. The filing indicates that as of December 31, 2015,2018, BlackRock, Inc. had sole voting power over 2,834,5393,673,215 shares, shared voting power over no shares, sole dispositive power over 2,65,4033,855,948 shares, and shared dispositive power over no shares. | | |
(2) | The Vanguard Group reported its beneficial ownership on a Schedule 13G/A filed with the SEC on March 3, 2016.February 11, 2019. The filing indicates that as of December 31, 2015,2018, The Vanguard Group has sole voting power of 26,99720,629 shares, shared voting power over 2,0004,512 shares, sole dispositive power over 2,577,7983,422,308 shares, and shared dispositive power over 26,79724,441 shares. | | |
(3) | Brown CapitalEaton Vance Management LLC reported its beneficial ownership on a Schedule 13G/A13G filed with the SEC on February 16, 2016.14, 2018. The filing indicates that as of December 31, 2015, Brown Capital2017, Eaton Vance Management LLC has sole voting power of 1,390,490 shares, shared voting power over no shares, soleand dispositive power over 2,452,3282,028,469 shares of Common Stock, and shared voting and dispositive power over no shares.
|
| | | 42 | | 2019 Proxy Statement |
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company’s Common Stock beneficially owned as of September 2, 2016,August 30, 2019, by each executive officer of the Company named in the Summary Compensation Table (the “named executive officers”), by each director and by all directors and current executive officers as a group. EachOther than Charles Kummeth, who beneficially owns 2.0% of total shares outstanding, each individual beneficially owns less than one percent of total shares outstanding, pluswhich includes shares subject to options exercisable by him or her. As a group, executive officers and directors beneficially own 2.7%4.1% of total shares outstanding. Name of Director or Executive Officer | | Number of Shares Beneficially Owned(1) | | Charles R. Kummeth | | 766,898 | 219,047 | (2) | Robert V. Baumgartner | | 39,994 | 38,319 | (3) | Roger C. Lucas,Joseph Keegan, Ph.D.
| | 6,276 | 15,675 | (4) |
Name of Director or Executive Officer | | Number of
Shares Beneficially
Owned(1) | | Randolph C. Steer, M.D., Ph.D. | | 35,494 | 24,319 | (5) | Charles A. Dinarello, M.D.Harold J. Wiens
| | 23,994 | 48,819 | (6) | Karen A. Holbrook,Alpna Seth, Ph.D.
| | 6,276 | 44,319 | (7) | John L. Higgins | | 39,794 | 45,319 | (8) | Roeland Nusse, Ph.D. | | 51,494 | 40,319 | (9) | Dr. Rupert Vessey, MA, BM BCh, FRCP, DPhil | | 735 | (10) | David Eansor | | 77,115 | 12,895 | (10)(11)
| Robert GavinKim Kelderman
| | 6,334 | 9,625 | (11)(12)
| Kevin GouldBrenda Furlow
| | 59,293 | 4,274 | (12)(13)
| James Hippel | | | 48,461 | (13) | Harold J. Wiens
| 165,000 | | 12,819 | (14) | Officers and directors as a group (15(13 persons) | | 1,598,209 | (15) |
(1) | Unless otherwise indicated, the person listed as the beneficial owner has sole voting and sole investment power over outstanding shares. Shares beneficially owned includes shares underlying restricted stock awards that are currently outstanding, shares underlying restricted stock units that are currently outstanding and vested, shares underlying options that are currently outstanding and exercisable and options that are currently outstanding and will become exercisable within 60 days of September 2, 2016.August 30, 2019. Percentage ownership calculations are based on 37,301,58037,892,425 shares issued and outstanding on September 2, 2016.August 30, 2019. | | |
(2) | Includes 61,030135,856 shares held directly 153,379and 631,042 shares subject to vested but unexercised stock options, and 4,638 shares subject to stock options that will vest within 60 days of September 2, 2016.options. |
| | (3) | Includes 6,059 shares held directly, 28,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016. | | | (4)
| Includes 3,415 shares held directly, 8,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016.
| | | (5)
| Includes 2,059 shares held directly, 18,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016.
| | | (6)
| Includes 6,559 shares held directly, 38,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016.
| | | (7)
| Includes 2,059 shares held directly, 38,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016.
|
(8)
| Includes 3,059 shares held directly, 38,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016.
| | | (9)
| Includes 3,059 shares held directly, 33,000 shares subject to vested but unexercised stock options, and 4,260 shares subject to stock options that will vest within 60 days of September 2, 2016.
| | | (10)
| Includes 2,2708,726 shares held directly and 10,62531,268 shares subject to vested but unexercised stock options.
| | |
(11)(4)
| Includes 9,6251,253 shares held directly and 5,023 shares subject to vested but unexercised stock options. |
| | (5) | Includes 4,226 shares held directly and 31,268 shares subject to vested but unexercised stock options. | | |
(12)(6)
| Includes 5244,726 shares held directly and 3,75019,268 shares subject to vested but unexercised stock options. |
| | (7) | Includes 1,253 shares held directly and 5,023 shares subject to vested but unexercised stock options. | | |
(13)(8)
| Includes 2,2113,526 shares held directly and 46,25036,268 shares subject to vested but unexercised stock options. |
| | (9) | Includes 5,226 shares held directly and 46,268 shares subject to vested but unexercised stock options. | | |
(14)(10)
| Includes 2,559147 shares held directly 6,000and 588 shares subject to vested but unexercised stock options,options. |
| | (11) | Includes 1,387 shares held directly and 4,26075,728 shares subject to vested but unexercised stock options that will vest within 60 days of September 2, 2016.options. | | |
(15)(12)
| Includes 443,103823 shares held directly and 5,511 shares subject to vested but unexercised stock options. | | |
(13) | Includes 3,203 shares held directly and 56,090 shares subject to vested but unexercised stock options. |
| | | 2019 Proxy Statement 43 |
(14) | Includes 6,883 shares held directly and 158,117 shares subject to vested but unexercised stock options. | | |
(15) | Includes 318,954 shares held by the Company’s Stock Bonus Plan as to which the Company’s Board of Directors directs the voting 474,492and 1,102,020 shares subject to vested but unexercised stock options and 38,718 shares subject to stock options that will vest within 60 days after September 2, 2016. options. |
| | | 44 | | 2019 Proxy Statement |
Item 4. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 20172019
Your Board recommends a vote “FOR” appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2017.2020. The Audit Committee of the Board has appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017.2020. KPMG LLP has served as the Company’s independent registered public accounting firm since 2003. Shareholder approval of this appointment is not required, but the Board is submitting the selection of KPMG LLP for ratification in order to obtain the views of its shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating the Company’s independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company’s shareholders. Representatives of KPMG LLP are expected to be present at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions by shareholders.Meeting. Under applicable Minnesota law and the Company’s bylaws, this proposal requires the affirmative vote of the holders of the greater of: (1) a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting with authority to vote on such matter or (2) a majority of the voting power of the minimum number of shares that would constitute a quorum for the transaction of business at the Annual Meeting. Audit Committee Report The Audit Committee assists the Board of Directors with fulfilling its oversight responsibility regarding the quality and integrity of the accounting, auditing and financial reporting practices of the Company. In discharging its oversight responsibilities regarding the audit process, the Audit Committee: reviewed and discussed the audited financial statements with management;
| | • | reviewed and discussed the audited financial statements with management; | | |
discussed with the Company’s independent registered public accounting firm the material required to be discussed by Statement on Auditing Standards No. 61, as amended; received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communicationsAuditing Standards 1301, “Communications with the audit committee concerning independence; andAudit Committees”;
| | • | received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence; and | | |
discussed with the independent registered public accounting firm the independent public accounting firm’s independence. Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 20162019 as filed with the SEC. | John L. Higgins (Chair) Robert V. Baumgartner Harold Wiens Members of the Audit Committee |
| | | 2019 Proxy Statement 45 |
John L. Higgins (Chair)
Robert V. Baumgartner
Harold Wiens
Members of the Audit Committee
Independent Registered Public Accountants KPMG LLP acted as the Company’s independent registered public accounting firm for FY 20162019 and 2015.2018. Representatives of KPMG LLP are expected to attend the Annual Meeting and will be available to respond to appropriate questions. The Audit Committee has appointed KPMG LLP its independent registered public accounting firm for FY 2017.2020. Audit Fees The following fees were paid or payable to KPMG LLP for the fiscal years ended June 30, 20162019 and 2015:2018 (in thousands): | | 2016 | | | 2015 | | 2019 | 2018 | Audit Fees | | $ | 1,107,842 | | | $ | 745,672 | | $ | 2,238 | | $ | 2,152 | | Audit-Related Fees | | | 110,911 | | | | 480,217 | | | 10 | | | 34 | | Tax Fees | | | 448,302 | | | | 232,011 | | | 667 | | | 395 | | All Other Fees | | | 0 | | | | 0 | | | 2 | | | 0 | |
“Audit Fees” are for professional services rendered and expenses incurred for the audit of the Company’s annual financial statements and review of financial statements included in our Forms 10-K and 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. Audit Fees also included fees incurred for the audit of the effectiveness of internal control over financial reporting. “Audit-Related Fees” are mainly for professional services incurred in connection with acquisition-related procedures and reviews. “Tax Fees” included fees for services provided and expenses incurred in connection with (i) preparation of the Company’s tax returns in the United States, Canada, and the United Kingdom and inquiries and audits related to such returns. Tax fees for FY 2016returns $481,000; (ii) transfer pricing (advice and 2015 include $79,553assistance with respect to transfer pricing matters, including preparation of reports used by the Company to comply with taxing authority documentation requirements), $96,000; and $71,000 for(iii) acquisition related tax consulting, respectively.$90,000. “All Other Fees” represents the license fee for technical accounting research tools. Pre-Approval Policies and Procedures Pursuant to its written charter, the Audit Committee of the Company’s Board of Directors is required to pre-approve the audit and non-audit services performed by the Company’s independent registered public accounting firm, provided that (1) the Committee may delegate to one of more of its members the authority to grant pre-approvals subject to such pre-approvals being reported to and reviewed by the full Committee at its next meeting, and (2) pre-approval shall not be required for non-audit services if the aggregate amount of all such non-audit services constitutes not more than 5% of the total amount paid by the Company to its independent accounting firm during the fiscal year in which such non-audit services are provided, such services were not recognized by the Company at the time of engagement to be non-audit services, and such services are promptly brought to the attention of the Committee and approved by the Committee prior to completion of the audit in order to ensure that the provision of such services does not impair the firm’s independence.meeting. Annual tax services are reviewed and approved by the Audit Committee prior to the commencement of such services. The Audit Committee has authorized Company officers to engage KPMG LLP in permitted non-audit and tax services that involve less than $25,000 in fees in the aggregate. Such services are reviewed quarterly by the Audit Committee. All of the services rendered by KPMG LLP in FY 20162019 and 20152018 were pre-approved by the Audit Committee. | | | 46 | | 2019 Proxy Statement |
ADDITIONAL CORPORATE GOVERNANCE MATTERS
Related Party Transactions In accordance with the Audit Committee Charter, the Audit Committee reviews and approves all related party transactions involving the Company’s directors and executive officers or their immediate family members to determine whether such transactions meet applicable legal requirements and are appropriately disclosed in the Proxy Statement. The Company has adopted a written policy concerning the review of related party transactions, which provides that, in determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, all directors and executive officers of the Company are subject to the Company’s Code of Ethics and Business Conduct, which requires the directors and executive officers to inform the Company’s legal counsel of any existing or proposed relationship or business transaction that could be, or might appear to be, a conflict of interest. Any reported transactions would be brought to the attention of the Audit Committee for review and disposition. Since the beginning of the last fiscal year, there have been no related party transactions arising or existing requiring disclosure under applicable rules and regulations. Code of Ethics and Business Conduct and Financial Fraud and Ethics Reporting Hotline The Company has adopted a Code of Ethics and Business Conduct, which is applicable to all directors, officers and employees of the Company. The Company sponsors a financial fraud and ethics reporting hotline that is available to all employees, operated on a confidential basis by a third party, and supervised by the Chief Compliance Officer, with full powers of investigation by the Audit Committee of the Board. The Code of Ethics and Business Conduct is available on the IR page of our website at http://www.bio-techne.com in the “Investor Relations” section under “Corporate Governance”.Governance.” We intend to disclose any future amendments to, or waivers for directors and executive officers of, a provision of our Code of Ethics and Business Conduct on our website promptly following the date of such amendments or waivers. Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and certain executive officers, and directors, and persons who beneficially own more than 10ten percent of the Company’s Common Stock,our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stockour common stock and our other equity securities ofwith the Company. Officers,SEC. As a practical matter, the Company assists its directors and greater than 10 percent shareholders (“Insiders”) are requiredofficers by SEC regulations to furnish the Company with copies of allmonitoring transactions and completing and filing Section 16(a) forms they file. To the Company’s knowledge, based16 reports on their behalf. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that, during fiscal 2019, all of our named executive officers, directors and greater than ten percent holders filed the required reports furnished to the Company, during the fiscal year ended June 30, 2016, allon a timely basis under Section 16(a) filing requirements applicable to Insiders were met withof the exception of one transaction: David Eansor filedExchange Act, except for Mr. Kummeth, who file a late Form 4 with respect to the forfeit of certain shares of common stock as tax withholding on August 20, 2015 related to grantsthe vesting of stock options anda restricted stock units on August 7, 2015. Additionally, as of the date of filing this Proxy Statement with the SEC, during the fiscal year ended June 30, 2017, all Section 16(a) filing requirements applicable to Insiders were met with the exception of the following transactions: Mr. Eansor filed a late Form 4 on July 6, 2016 related to his sale of Common Stock on July 1, 2016; Brenda Furlow filed a late Form 4 on July 6, 2016 related to her sale of Common Stock on July 1, 2016.award.
Shareholder Proposals for 2020 Annual Meeting In order for a shareholder proposal (other than a director nomination) to be considered for inclusion in the Company’s Proxy Statement and related Proxy for the 20172020 Annual Meeting, the written proposal must be received by the Company at its offices by May 20, 2017.August 25, 2020. The proposal must comply with SEC regulations that govern inclusion of shareholder proposals in Company proxy materials. The Company’s SecondThird Amended and Restated Bylaws provide that a shareholder may present a proposal or a nominee for director from the floor at the 20172020 Annual Meeting, without including such proposal or nominee in the Company’s Proxy Statement, if proper written notice is received by the Company between July 31, 201725, 2020 and August 28, 2017.25, 2020. Any such proposal must provide the information required by our SecondThird Amended and Restated Bylaws and comply with applicable laws and regulations. If the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, the Company may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such shareholder proposal. All submissions should be directed to the Corporate Secretary of the Company at 614 McKinley Place N.E., Minneapolis, MN 55413. | | | 2019 Proxy Statement 47 |
Proxy Access Our proxy access bylaw permits up to 20 shareholders collectively owning 3% or more of our outstanding voting stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Our Bylaws require shareholders to give advance notice of any proxy access director nomination. The required notice, which must include the information and documents set forth in the Bylaws, must be given no more than 90 days and no less than 60 days prior to the anniversary of the date that the Company mailed its proxy statement for the prior year’s annual meeting of shareholders. Accordingly, with respect to our 2020 annual meeting of shareholders, our Bylaws require notice to be provided to the Corporate Secretary at the address listed above, as early as July 25, 2020, but no later than August 25, 2020. | | | 48 | | 2019 Proxy Statement |
ADDITIONAL VOTING INFORMATION
The Board is not aware of any matters to be presented at the Annual Meeting, other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned or postponed, the proxies can vote your shares at the adjournment or postponement as well. Who can Vote Your Proxy is solicited by the Board of Directors of Bio-Techne Corporation for use at the Annual Meeting of Shareholders to be held on October 27, 201624, 2019, and at any adjournment thereof, for the agenda items set forth in the attached Notice of Annual Meeting. A Notice of Internet Availability of Proxy Materials was mailed to shareholders on or about September 16, 2016.9, 2019. For shareholders who had previously requested hard copies, the Notice of Annual Meeting, Proxy Statement, 20162019 Annual Report to Shareholders and proxy card are being mailed on or about September 16, 2016.9, 2019. You are entitled to vote your shares of Company common stock (“Common Stock”) at the Annual Meeting if our records show that you held your shares as of the record date designated by the Board of Directors, September 2, 2016.August 30, 2019. At the close of business on September 2, 2016, 37,301,580August 30, 2019, 37,892,425 shares of Common Stock were issued and outstanding. Such Common Stock is the only outstanding class of stock of the Company. Each share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. Holders of the Common Stock are not entitled to cumulative voting rights in the election of directors. Voting Your Proxy If your Common Stock is held through a broker, bank or other nominee (i.e., held in “street name”), you will receive instructions from such entity that you must follow in order to have your shares voted. If you want to vote in person, you must obtain a legal proxy from your broker, bank or other nominee and bring it to the meeting. If you hold your shares in your own name, as a holder of record with our transfer agent, American Stock Transfer & Trust Company, you may vote at the Annual Meeting, throughwww.virtualshareholdermeeting.com/TECH, or you can instruct the proxies to vote your shares by visitingwww.proxyvote.com,, or, if you received your proxy materials by mail, by completing, signing and dating the enclosed proxy card and returning it promptly in the envelope provided. Whichever method you select to transmit your voting instructions, the proxies appointed by the Board will vote your shares in accordance with those instructions. If you sign and return a Proxy without specifying voting instructions, the proxies will, subject to the following, vote your shares in accordance with the Board’s recommendations set forth in the Proxy Statement, including in favor of the number and slate of directors proposed by the Nominations and Governance Committee of the Board of Directors and listed herein. If you are a holder of record, you may revoke your Proxy at any time before the vote is taken at the virtual meetingAnnual Meeting by sending a written statement to that effect to the Corporate Secretary of the Company, submitting a properly signed proxy card with a later date, or filing a notice of termination of your Proxy and voting at the Annual Meeting throughwww.virtualshareholdermeeting.com/TECH.Meeting. Attendance at the virtual meetingAnnual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in street name, you must follow the instructions of your broker, bank or other nominee in order to revoke previously-rendered voting instructions. Voting Standards You may either vote for, against“FOR”, “AGAINST”, or abstain“ABSTAIN” on each of the proposals set forth herein. A quorum is required to transact business at the Annual Meeting. As of the close of business on the record date, the Company had 37,301,58037,892,425 shares outstanding, meaning that 18,650,79118,946,213 shares must be present, either by attending virtuallythe Annual Meeting or by proxy, to establish a quorum. If a quorum is present, the affirmative vote of a majority of shares present and entitled to vote is required to approve each proposal, provided that, under the Company’s Amended and Restated Articles of Incorporation directors will be elected as follows: (i) if the number of director nominees is equal to (or less than) the number of directors to be elected, directors will be elected by a majority of votes cast, meaning that directors who receive a greater number of “FOR” votes than “AGAINST” votes will be elected; (ii) if the number of director nominees exceeds the number of directors to be elected, directors will be elected by a plurality of voting power of the shares present and entitled to vote. | | | 2019 Proxy Statement 49 |
If you return a Proxy, but mark “ABSTAIN” with respect to a matter, then your shares will be deemed present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter, but shall not be deemed to have voted in favor of such matter. Abstentions, therefore, as to any proposal, other than election of directors, will have the same effect as votes against such proposal. If a shareholder abstains from voting for a particular director nominee, such abstention will not count as an affirmative vote “FOR” or “AGAINST” such nominee and will have no effect. If you hold your shares in street name and do not submit voting instructions to your broker, bank or other nominee, your broker bank or other nominee will not be permitted to vote your shares in their discretion on any proposal other than the proposal to ratify the independent registered public accounting firm. If a broker returns a “non-vote” Proxy, indicating a lack of voting instruction by the beneficial holder of the shares and a lack of discretionary authority on the part of the broker to vote on a particular matter, then the shares covered by such non-vote shall be deemed present at the Annual Meeting for purposes of determining a quorum, but shall not be deemed to be votes “FOR,” “AGAINST,” or “ABSTAIN” with regard to any matter and will be reported as “broker non-votes.” For purposes of electing directors, a non-vote will not be counted as a vote “FOR” or “AGAINST” the directors. Cost of Proxy Solicitation The cost of soliciting Proxies, including preparing, assembling and mailing the Proxies and soliciting material will be borne by the Company. Directors, officers and regular employees of the Company may, without compensation other than their regular compensation, solicit Proxies personally or by telephone. Participation inAttending the Annual Meeting
The Annual Meeting will be virtual only, meaning that it will be conducted via live webcast. held at the offices of the Company, 614 McKinley Place N.E., Minneapolis, Minnesota, 55413, which is also the mailing address of the Company. If you plan to attend the Annual Meeting, please contact the Company at 612-379-8854. You are entitled to participate inattend the Annual Meeting only if you were a Bio-Techne shareholder or joint holder as of the close of business on September 2, 2016,August 30, 2019, or if you hold a valid proxy for the 20162019 Annual Meeting. If you attend the meeting via the webcast, youYou will be ableneed to submit questions duringbring a valid government issued photo identification to the meeting. To submit questions and to otherwise participate in theThe Annual Meeting you will need the 16-digit control number included in your Notice Regarding Availability of Proxy Materials we mailed to you and on the proxy card (if you requested one be sent to you). If you do not have your control number at the time of the meeting, you will still be able to attend virtually, but you will not be able to vote or submit questions. The meeting webcast will begin promptly at 3:30 p.m.8:00 a.m. Central Time. We encourage you to access the meetingarrive prior to the start time. Online check-in will begin at 3:00 p.m. Central Time, and you should allow ample time for the check-in procedures. During the 30 minutes prior toof the meeting start time, ifto ensure that you have entered your 16-digit control number, you may vote your shares, submit questionsare checked in advance and access copies of our proxy statement and annual report.on time.
Householding The SEC has adopted rules that permit brokers, banks and other nominees to satisfy the delivery requirements for proxy statements and annual reports, with respect to two or more shareholders sharing the same address and who do not participate in electronic delivery of proxy materials, by delivering a single copy of such documents addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. Brokers, banks and other nominees may be “householding” Bio-Techne Corporation proxy materials. This means that only one copy of proxy materials may have been sent to multiple shareholders in a household. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and annual report from the other shareholder(s)shareholders sharing your address, please: (i) notify your broker, bank or other nominee, (ii) direct your written request to the Corporate Secretary, Bio-Techne Corporation, 614 McKinley Place N.E., Minneapolis, MN 55413 or (iii) contact the Corporate Secretary at (612) 379-8854. The Company will undertake to deliver promptly, upon any such oral or written request, a separate copy of the proxy materials to a shareholder at a shared address to which a single copy of these documents was delivered. Shareholders who currently receive multiple copies of proxy materials at their address and would like to request householding of their communications should notify their broker, bank or other nominee, or contact Investor Relations at the above address or phone number. Annual Report A copy of the Company’s Annual Report to Shareholders for the fiscal year ended June 30, 2016,2019, including consolidated financial statements, accompanies this Notice of Annual Meeting and Proxy Statement. No portion of the Annual Report is incorporated herein or is to be considered proxy-soliciting material. | | | 50 | | 2019 Proxy Statement |
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2016,2019, TO ANY SHAREHOLDER OF THE COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CORPORATE SECRETARY, BIO-TECHNE CORPORATION, 614 MCKINLEY PLACE N.E., MINNEAPOLIS, MINNESOTA 55413. Incorporation by Reference To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Exchange Act, the sections of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) and “Executive Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing. Dated: September 9, 2019 | | | Dated:
| | September 13, 2016
| | | Minneapolis, Minnesota2019 Proxy Statement 51
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