UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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BIO-TECHNE CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Message from our CEO

 

President and Chief Executive Officer
September 14, 2022

 

17% organic growth for the year

$211M capital returned to our shareholders

 

“We are focused on creating value for all our stakeholders, including our customers, employees, shareholders, and the communities where we live and work.”

Table of Contents

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Proxy Statement Summary

This section highlights selected information contained in this Proxy Statement. Please read the full Proxy Statement carefully before voting.

2022 Annual Meeting of Shareholders

Date and Time   October 27, 2022   8:00 a.m. (Central Time)	Place   Webcast at www.virtualshareholdermeeting/TECH2022	Record Date   September 2, 2022

Our Board of Directors is asking you to take the following actions at the Annual Shareholder Meeting:

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Fiscal Year 2022 Performance

Our team continued to deliver on our long-term strategy in fiscal year 2022, leading to another year of strong financial results.

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Long-Term Performance

Our record of delivering strong shareholder returns reflects our commitment to creating long-term shareholder value.

Governance Highlights

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Shareholder Engagement Highlights

Bio-Techne values hearing shareholder perspectives. Management meets frequently with key shareholders to discuss the Company’s financial performance and strategies, executive compensation, governance, and social and environmental issues.

One of the goals of those engagements was to understand shareholder concerns that led to a disappointing say-on-pay vote at our most recent annual meeting of shareholders. While some shareholders expressed concerns about certain elements of our executive compensation program, shareholders were generally positive about Bio-Techne’s financial performance and governance positions, as well as our initiatives with respect to sustainability.

Many of the changes we have made to our corporate governance practices recently are the direct result of feedback from shareholders and other stakeholders, including:

For a detailed discussion of our engagement specifically on executive compensation matters, see “Compensation Discussion & Analysis—Addressing Shareholder Concerns,” which begins on page 33 .

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Information About The Nominees

The following is an overview of our nominees for election as directors at the 2022 Annual Meeting. Directors are elected annually by a majority of votes cast. All of the nominees are independent except Mr. Kummeth.

				Committee Membership
Name and Principal Occupation												Director Since		Age		Gender		Under- represented Minority
Robert V. Baumgartner Former Executive Chairman, Center for Diagnostic Imaging		0										2003		66		M
Julie L. Bushman Former EVP International Operations, 3M		2										2020		61		F
John L. Higgins President and CEO, Ligand Pharmaceuticals		1										2009		52		M
Joseph D. Keegan Advisor and Board Director		1										2017		69		M
Charles R. Kummeth President and CEO, Bio-Techne Corporation		1										2013		62		M
Roeland Nusse Professor, Stanford University		0										2010		72		M
Alpna Seth Former President and CEO, Nura Bio Inc.		1										2017		59		F
Randolph Steer Biotechnology Consultant and Board Director		0										1990		72		M
Rupert Vessey President of Global Research & Early Development, Bristol Myers Squibb		0										2019		57		M

Member

Committee Chair

Our strong performance during fiscal year 2022 can be partially attributed to our experienced board of directors. As shown below, our predominantly independent board includes a range of newer and tenured directors with a balanced and diverse mix of experience, education, and talents.

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Director Qualifications and Experience

Below is a snapshot of the skills and experience of the Board nominees

Sustainability Highlights

During fiscal 2022, we made significant progress identifying, documenting, and (when possible) measuring our ongoing efforts to become a better corporate citizen. We group our sustainability commitments into four key pillars:

Our People	Advancing Science	Governance & Operational Integrity	The Environment

Our 2022 Corporate Sustainability Report, which will be published this fall, includes details on the progress the Bio-Techne team has made in each of these key pillars in the past few years. This latest sustainability report will include increased disclosure regarding our fourth pillar, The Environment. For the first time, we are including an inventory of our Scope I and Scope II greenhouse gas (GHG) emissions data for our largest U.S.- and European-based manufacturing facilities. Products manufactured in these facilities accounted for 99% of Bio-Techne’s fiscal 2022 revenue.

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Executive Compensation Highlights

With our strategic focus on growing the business over the long term, our executive compensation program motivates our talented management team by rewarding successful execution of our short-term business plans and our longer-term sustainable strategies. Moreover, our executive pay program has a strong pay-for-performance foundation, aligned to the financial goals we believe are most effective at driving long-term shareholder value creation, so that executives and long-term shareholders alike can benefit from Bio-Techne’s success and growth. Consequently, while the balance of the components in our compensation program may change slightly from year to year, our executives’ total pay mix is heavily weighted toward at-risk, performance-based compensation elements.

		Type		Element		Objective
		Fixed		Base Salary		Recognizes an individual’s role and responsibilities and serves as an important retention vehicle
		Performance-based		Annual Bonus		Rewards achievement of annual Company-wide and segment financial objectives for revenue and operating income
		Performance-based		Performance-based Share Options and Restricted Share Units		Supports the achievement of corporate strategic goals for long-term revenue and operating income that drive the creation of long-term, sustainable shareholder value
		Performance- and Time-based		Time-Based Share Options and Restricted Share Units		Aligns the interests of management and shareholders and serves as an important retention vehicle

The performance measures that apply to annual and long-term incentive awards—revenue and operating income—reflect our focus on both organic top-line growth and operational efficiency and profitability. Both measures represent cash generation, which we believe drives external valuation of the Company and therefore shareholder value.

Pay for Performance Alignment

The following graph illustrates Bio-Techne’s TSR performance compared to reported pay for our CEO over the past five years. As indicated, the increase in value created for shareholders has far outpaced the increases in Mr. Kummeth’s compensation over that time period, despite the fiscal year 2022 reduction in TSR.

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Proposal 1: Size of the Board

Proposal 1. Set the Number of Directors at Nine

THE BOARD RECOMMENDS A VOTE FOR SETTING THE NUMBER OF DIRECTORS AT NINE.

We believe that a nine-member Board continues to be the most effective size for Bio-Techne.

Our bylaws provide that the number of directors must be determined by shareholders at each Annual Meeting. Your Board unanimously recommends that the number of directors be set at nine. Approval of 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 and (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.

Proposal 2: Election of Directors

Proposal 2. Elect the Nine Director Nominees Identified in this Proxy Statement, Each for a Term of One Year

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NINE DIRECTOR NOMINEES.

Our nominees constitute a diverse group of exemplary leaders who bring a range of relevant skills and expertise to their roles.

The nine directors elected at this Annual Meeting will hold office until the 2023 Annual Meeting of Shareholders and until their successors have been elected and qualified or until their earlier death, resignation, or removal. Each nominee has agreed to serve as a director if elected. If any nominee declines or becomes unable or unavailable to serve as a director for any reason, the individual(s) designated as your proxy will be authorized, in their discretion, to vote for a replacement nominee if the Board names one. As an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting.

If the number of director nominees is equal to (or less than) the number of directors to be elected (known as an “uncontested election”), directors will be elected by a majority vote; directors who receive a greater number of “FOR” votes than “AGAINST” votes will be elected. In an uncontested election, an incumbent director who does not receive a majority of the votes cast “FOR” his or her election must offer to tender a resignation to the Board’s Nominations and Governance Committee. The Board, taking into account the recommendation of the Nominations and Governance Committee, will act on a tendered resignation and publicly disclose its decision within 90 days of receiving certification of the election results. If the Board does not accept such a resignation, the director will continue to serve until the next annual meeting and until a successor is duly elected.

If the number of director nominees exceeds the number of directors to be elected (a “contested election”), directors will be elected by a plurality of votes cast.

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How We Choose Directors

Board Refreshment

The Board continues to consider regular refreshment of its membership as an important governance consideration. Over the last nine years, as the Company’s size and scope have significantly expanded, we have undergone a thoughtful, gradual board refreshment process. In 2014, we implemented a provision in our Principles of Corporate Governance providing that director nominees, including incumbent directors, may not be older than 74. As a result, four independent directors have retired and been replaced over the past eight years, and the average director tenure has dropped from 13 years in 2014 to approximately 11 years currently. We expect to continue this refreshment process as two of the current eight independent directors reach retirement age.

Qualities of Prospective Nominees

The Nominations and Governance Committee periodically assesses the appropriate size of the Board of Directors, whether any vacancies are expected due to retirement or otherwise, and the skills and experience needed of directors to properly oversee Bio-Techne’s short- and long-term interests. If vacancies are anticipated, or otherwise arise, the Nominations and Governance Committee considers multiple potential candidates for director. Candidates may come to the Committee’s attention through current members of the Board of Directors, professional search firms, shareholders, or other sources, and may be considered at any point during the year. The ultimate goal is to maintain a well-rounded Board that functions collegially and independently.

Candidates for the Board are considered and selected on the basis of criteria including outstanding achievement in their professional careers; experience; wisdom; personal and professional integrity; the ability to make independent, analytical inquiries; and an understanding of the business environment. Candidates must have the experience and skills necessary to understand the Company’s principal operational and functional objectives and plans, results of operations and financial condition, and position in our industry. Candidates also 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.

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Relevant Skills and Experience

As a highly acquisitive science-based company, we seek to have a board with a mix of science/technology and business expertise. Our directors reflect this balance, and also have a diverse mix of other skills and experience needed to help drive our strategies. The following describes the specific skills and experience we seek in directors to support the Company’s strategic vision and business, and the number of our director nominees with each skill.

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Director Diversity

While the Company does not have a formal diversity policy for Board membership, we seek 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 in connection with the general qualifications of each potential nominee. At the recommendation of the Nominations and Governance Committee, the Board last year amended its Principles of Corporate Governance to formalize Bio-Techne’s commitment to diversity in all respects, including specifically diversity of gender, ethnicity, and race. This year for the first time, the Board asked directors to voluntarily disclose information to help assess their status as underrepresented minorities. 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.

Shareholder Recommendations of Nominees

Shareholders are welcome to recommend candidates for consideration by the Nominations and Governance Committee. 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 background and biographical material so the Committee can make an initial determination as to whether the prospective nominee satisfies our criteria for directors. The Nominations and Governance Committee will apply the same criteria in evaluating candidates recommended by shareholders as it uses for candidates that come to the Committee’s attention from other sources.

Shareholders who intend to directly nominate a candidate for election by the shareholders at the Annual Meeting (rather than recommending the candidate to the Nominations and Governance Committee) must comply with the procedures described later in this Proxy Statement under “Additional Corporate Governance Matters—Shareholder Proposals for 2023 Meeting” and with Bio-Techne’s bylaws.

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Nominees for Director

We believe all of our director nominees bring to our Board the practical wisdom and strong professional characteristics, judgment, and leadership abilities necessary to keep Bio-Techne performing competitively in the market. The following biographies describe the nominees’ noteworthy experience, individual qualifications, and skills that we believe contribute to our Board’s effectiveness and success.

	Executive Leadership			Industry			Scientific/Technical			Global
	Finance/Accounting			Risk Oversight/Management			Mergers & Acquisitions			Operations

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	Executive Leadership			Industry			Scientific/Technical			Global
	Finance/Accounting			Risk Oversight/Management			Mergers & Acquisitions			Operations

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	Executive Leadership			Industry			Scientific/Technical			Global
	Finance/Accounting			Risk Oversight/Management			Mergers & Acquisitions			Operations

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	Executive Leadership			Industry			Scientific/Technical			Global
	Finance/Accounting			Risk Oversight/Management			Mergers & Acquisitions			Operations

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	Executive Leadership			Industry			Scientific/Technical			Global
	Finance/Accounting			Risk Oversight/Management			Mergers & Acquisitions			Operations

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Corporate Governance

The Role of the Board

The Board of Directors is Bio-Techne’s governing body, with responsibility for oversight, counseling, and direction of 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 shareholders and to ensure Bio-Techne’s vitality for the customers, employees, and other individuals and organizations that depend on us. To achieve that goal, the Board monitors both the performance of the Company and the performance of the CEO. The Board also is integrally involved in strategic planning and enterprise risk management, 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.

Governance Documents

The Board recently revised and refreshed its Principles of Corporate Governance, which can be found on the Investor Relations page of our website at www.bio-techne.com. The Principles of Corporate Governance describe the Company’s corporate governance practices and policies and provide a framework for Bio-Techne’s governance. Among other things, they establish requirements and qualifications for members of the Board and specify the Board’s leadership structure and standing committees.

The Bio-Techne Code of Ethics and Business Conduct and the charters for each of the Board’s four standing committees also are available on our website under “Investor Relations—Governance.”

Board Independence

Bio-Techne’s Principles of Corporate Governance provide that a majority of the Board must be independent directors under criteria established by the Board in conformity with the listing rules of the Nasdaq Stock Market. The Nominations and Governance Committee annually reviews the independence of each director, including whether there are any related party transactions. In making its independence determinations, the Nominations and Governance Committee reviewed transactions and relationships between each director or any member of a director’s immediate family on one side, and the Company or any of its subsidiaries on the other side, based on information provided by the directors and from Company records and publicly available information. The Committee determined and the Board confirmed that all of the Company’s non-employee directors are independent.

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Board Leadership Structure

Bio-Techne’s Principles of Corporate Governance do not require the roles of CEO and Chair to be separate or combined. Instead, they assign to the Nominations and Governance Committee the responsibility of periodically assessing the needs of the Board and determining whether the leadership structure in place at the time is appropriate.

For now, the Board has determined that separating the roles of Chair and CEO and maintaining a majority independent Board supports the Board’s independent oversight of management, ensures that the appropriate level of independence is applied to all Board decisions, and is the most effective leadership structure for the Company.

		Robert V. Baumgartner				Charles R. Kummeth
		Independent Chair of the Board				President & CEO
		•   assists the Nominations and Governance Committee with succession planning for the CEO •   sets the agenda for Board meetings •   presides over meetings of the full Board •   presides over executive sessions of the independent directors				•   executes the Board’s direction •   is responsible for the day-to-day leadership and performance of the Company

To bolster the Board’s independent oversight, 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 Board administers some of its risk oversight function through its committees, as described below.

The Board of Directors

Some categories of risk—those related to strategy, technology, cybersecurity, and operations, and those arising from environmental and social matters—are reviewed directly by the entire Board. In performing their oversight responsibilities, the Board and its committees review policies and guidelines that senior management use to manage Bio-Techne’s exposure to material categories of risk. In addition, the Board and its committees review the performance and execution of the Company’s overall risk management function and management’s establishment of appropriate systems for managing risk.

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Each of the Board’s committees has risk oversight duties corresponding to its areas of responsibility, as described in its charter.

The risk oversight roles described above are not merely academic exercises. As we adjust to the changes resulting from the pandemic, for example, the Board continues to receive regular reports from management on the implications and effects of the pandemic on the Company’s business and provides guidance on management’s responses.

Board Self-Assessments

Each year, before beginning the nomination process, the Nominations and Governance Committee conducts an evaluation of the Board’s performance and reports to the Board respecting its conclusions and recommendations. Individual directors are assessed periodically as part of this evaluation. In addition, the Nominations and Governance Committee helps each other standing committee to periodically evaluate its performance.

Board Committees

The Board currently has four standing committees: Audit, Compensation, Nominations and Governance, and Science and Technology. Each committee is governed by a written charter that was approved by the Board and is reviewed annually. The four charters are available on our website at www.bio-techne.com in the “Investor Relations” section under “Corporate Governance.” The Board has, on occasion, established committees to deal with particular matters the Board believes appropriate to be addressed in that manner, but no such committees were created in fiscal year 2022.

Committee members are appointed by the Board each year, generally for a term of one year. The membership of each standing committee as of June 30, 2022, and the number of committee meetings held during fiscal year 2022, are shown below. The Board has determined that the members of all of the committees are independent.

Director	Audit	Compensation	Nominations & Governance	Science & Technology
Robert V. Baumgartner
Julie L. Bushman
John L. Higgins
Joseph Keegan, Ph.D.
Charles R. Kummeth
Roeland Nusse, Ph.D.
Alpna Seth, Ph.D.
Randolph C. Steer, M.D., Ph.D.
Rupert Vessey, MA, BM BCh, FRCP, DPhil
Number of meetings held during FY 2022	8	4	3	2

Member

Committee Chair

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Shareholder Engagement

Bio-Techne values learning about shareholders’ perspectives. To that end, management meets frequently with key shareholders to discuss the Company’s financial performance and strategies. In addition, over the last several years, we have carried out and expanded a shareholder engagement program to discuss governance matters—both proactively and in response to requests from shareholders.

Regular engagement — June

Generally, shareholders were quite pleased with Bio-Techne’s financial and share performance, appreciated the leadership of current management and the Board, and did not express any notable concerns. There were several suggestions regarding our executive compensation program, which are addressed in detail in the Compensation Discussion and Analysis section under the heading “Addressing Shareholder Concerns,” which begins on page 33 .

As the 2021 Annual Shareholder Meeting approached, proxy advisory firms recommended opposing our say-on-pay proposal. In response, we conducted additional engagement discussions.

Additional engagement before the Annual Shareholder Meeting — October

Ultimately, 55.3% of shares outstanding voted in support of the Company’s say-on-pay proposal at the 2021 Annual Shareholder Meeting.

The Compensation Committee met in January 2022 to prepare for fiscal year 2022 executive compensation decisions. During that meeting, Dr. Steer reviewed with the Committee the results of the most recent say-on-pay vote, as well as information and perspectives shared by investors during the June and October engagements. The Compensation Committee then determined it would be prudent to reach out to shareholders for additional feedback relating to executive compensation.

Post-meeting engagement at the request of the Compensation Committee — February and March

For more information on our engagement related to executive compensation, see “Addressing Shareholder Concerns” in the Compensation Discussion and Analysis section below.

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Director Orientation and Continuing Education

Bio-Techne conducts an orientation process for new directors that includes providing background materials and arranging meetings with senior management and visits to Company facilities. This orientation is designed to familiarize new directors with the Company’s strategic plans; significant financial, accounting, and risk management issues; code of ethics and compliance policies; principal officers and other senior management; and internal and independent auditors and legal counsel.

Thereafter, directors are expected to take such action, such as participating in continuing educational programs, as necessary to maintain the level of expertise required to perform their responsibilities as directors. Bio-Techne reimburses Board members for reasonable expenses relating to ongoing director education, subject to certain pre-approval requirements.

Limits on Other Boards

Service on Bio-Techne’s board requires a significant commitment of time and energy. Therefore, our Principles of Corporate Governance provide that directors may not serve on the boards of other companies if such service would impede their ability to effectively serve on the Company’s Board or would create any potential material conflicts. Directors must have approval from the Board Chair and the Chair of the Nominations and Governance Committee before agreeing to serve on the board of another company, and no independent director may serve on more than four other public company boards. Management personnel, including the Chief Executive Officer and President, may not serve on more than one additional public company board without the approval of the Chair of the Nominations and Governance Committee. In addition, executive officers and non-independent directors are prohibited from serving on the boards of any company where a Bio-Techne independent director is an executive officer.

Meetings and Attendance

The Board met four times during fiscal year 2022. Each director attended:

100%		100%
OF THE BOARD MEETINGS		OF 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. In addition, directors communicated informally throughout the year on various Board and committee matters with executive management, advisors, and others. All directors attended the Annual Meeting of Shareholders in October 2021.

The independent directors of the Board meet in executive session without members of management present on a regular basis. There were 4 such executive sessions in fiscal year 2022. The independent Chair presides over these sessions.

How to Contact the Bio-Techne Board

Communications from shareholders are always welcome. Communications should be addressed to our Corporate Secretary or Vice President of Investor Relations by email at IR@bio-techne.com or regular mail addressed to the Corporate Secretary, Bio-Techne Corporation, 614 McKinley Place N.E., Minneapolis, MN 55413. Communications are distributed to the Board or to one or more individual directors, as appropriate, depending on the facts and circumstances outlined in the communication. Communications regarding financial or ethical concerns will be forwarded to the chair of the Audit Committee. Communications such as business solicitations or advertisements, junk mail and mass mailings, new product suggestions, product complaints or inquiries, and resumes or other forms of job inquiries will not be relayed to the Board. In addition, material that is unduly hostile, threatening, illegal, or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any director upon request.

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Director Compensation

The Company believes that compensation for non-employee directors should be competitive and should encourage ownership of Bio-Techne shares. The Compensation Committee periodically reviews the level and form of director compensation and, if it deems appropriate, recommends changes to the Board.

Compensation Program for Fiscal Year 2022

Director compensation has not changed since 2020. Cash compensation for the non-employee directors was as follows:

These amounts are paid in monthly increments, and are pro-rated for a partial year of service if a director joins the Board other than by election at the annual meeting of shareholders. No additional compensation is paid for membership on committees or attendance at meetings.

In addition, on an annual basis, each non-employee director receives an equity grant valued at $200,000 (based on the closing price of Bio-Techne stock on the day of the annual meeting) that vests upon the sooner of the one-year anniversary of the grant date or the next annual shareholder meeting. Equity grants are 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 50% in restricted stock. 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 they will serve.

Non-employee directors are reimbursed for the reasonable expenses they incur to attend Board and committee meetings.

Directors who are employees of Bio-Techne or its subsidiaries do not receive any additional compensation for service on the Board.

Director Stock Ownership Guidelines

The Board recently updated the stock ownership guidelines for directors and executive officers to better align their interests with other shareholders. Non-employee directors are now required to own shares at least equivalent in value to five times their annual retainer within five years. All directors except Julie Bushman, who is the most recent addition to the Board, met the requirements as of June 30, 2022.

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Compensation Paid to the Non-Employee Directors

Directors who are not employees of the Company were compensated for fiscal year 2022 as follows:

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Corporate Sustainability

We understand that delivering on our mission over the long term requires management to focus on corporate sustainability, including environmental, social, and governance (“ESG”) considerations. In fact, Bio-Techne has always operated with a focus on long-term, sustainable business success.

Beginning in 2020, we embarked on a journey to more specifically identify and evaluate those topics and initiatives that would sustainably drive stakeholder value. Our initial assessment resulted in a report that we published in the fall of 2020.

Since then, we have continued to build on our earlier work in four ways.

We formed a sustainability management and oversight infrastructure. Among other things:

We undertook a more robust materiality assessment. This assessment included an evaluation against the appropriate standards published by the Sustainability Accounting Standards Board, review of various stakeholder interests, conversations with our largest shareholders, and an analysis of peer disclosures and industry best practices, leading to some modifications to our ESG reporting structure and areas of focus.

We undertook several new initiatives and data projects. These efforts were focused particularly in the areas of human capital management and environmental practices.

We substantially improved our disclosure of ESG matters. Bio-Techne’s 2022 Corporate Sustainability Report will be available on our website at www.bio-techne.com/corporate-and-social-responsibility later in September. It builds on our most recent report in 2020 by adding disclosure about our GHG emissions and additional disclosure regarding human capital, governance, and the role of our products in advancing science and healthcare.

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As we considered how to improve our ESG efforts and disclosures, we continued to focus on our “Four Pillars” of corporate sustainability shown below, although these were somewhat modified from our original report in 2020.

Information about our sustainability efforts is posted on our website, at https://bio-techne.com/about/corporate-and-social-responsibility, and includes additional detail that is not part of or incorporated by reference into this Proxy Statement.

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Executive Compensation

Proposal 3. Approve, on an Advisory Basis, the Compensation of Our Executive Officers

FOR THE ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION.

Every year we ask our shareholders to approve, on an advisory basis, the compensation of our executive officers.

This is known as “say-on-pay.” Our compensation practices align executive compensation with Bio-Techne’s financial performance, business segment performance, and shareholder return.

Compensation Discussion 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. Please also review the tables that immediately follow this section, which provide more information, including historical compensation information.

As of June 30, 2022, the following officers were our Named Executive Officers (collectively, our “NEOs”):

Executive Summary

We continued to execute on our long-term growth strategy in fiscal year 2022. During his almost ten-year tenure, our CEO has led a consistent strategy of driving growth through innovation, making organic investment in the core business as well as expanding our portfolio and end markets through acquisitions. This focus on continued execution of our strategy and strong demand for our proteomic, genomic, and diagnostic products resulted in another year of very strong financial performance, despite some continued residual turbulence from the pandemic, supply chain challenges, and inflation challenges.

The Company ended the year with:

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In the last ten years, we have acquired or agreed to acquire 19 companies. We continue to diversify in many adjacent life science areas that we expect will provide accelerated growth and stability for investors, including most notably cell and gene therapy. 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 investing in the core of our business, as well as maintaining operational productivity, managing costs, and investing prudently. As a result, at the end of fiscal year we achieved the following financial results:

Incentive Payouts Reflected Outstanding Business Performance

Our Compensation Committee aligns pay with performance and strategic initiatives by tying a significant portion of our long- and short-term incentive awards to rigorous revenue- and earnings-based financial goals.

Despite unprecedented supply chain and shipping disruptions and the impact of the war in Ukraine—most notably the increase in fuel prices and inflationary business environment—our leadership, and our entire team, had another excellent year.

Management and the Compensation Committee expanded the pool of employees who were eligible for bonuses this year. As a result, of those employees who were not commission eligible, almost

93%

OF BIO-TECHNE’S U.S. EMPLOYEES, RECEIVED AN ANNUAL BONUS.

Similarly, the Compensation Committee confirmed that management was entitled to receive the maximum bonus for corporate-wide performance based on the Company’s

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multi-year performance that significantly exceeded the annual operating plan and target metrics. Long-term equity awards granted in 2019 also vested at the maximum of 150% of target.

How Our Pay Program Works

Our executive compensation program includes several elements that are tailored to reward specific aspects of Company and business-line performance that the Board believes are central to meeting key business objectives and delivering long-term shareholder value. 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.

Target Pay

Our executive compensation packages are heavily weighted to variable, at-risk pay in order to align pay with performance, as shown below. The Compensation Committee does not have any formal policies for allocating total compensation among the various components. Instead, the Compensation Committee uses its judgment, in consultation with its independent compensation consultant, to establish a mix of short-term, and long-term incentive compensation, and cash and equity compensation for each NEO. The balance among the components may change from year to year based on corporate strategy and objectives, among other considerations. For fiscal year 2022, our NEOs had the following target pay mix:

Best Practices in Compensation Governance

Bio-Techne maintains a number of best practices with respect to compensation that we believe encourage actions that are in the long-term interests of our shareholders and the Company.

	Pay for performance. Approximately 91% of the CEO’s target direct compensation, and 81% of target direct compensation for the other NEOs, was directly or indirectly tied to Company performance.
	Emphasize long-term performance. Approximately 77% of our CEO’s target direct compensation (73% for our other NEOs) is equity-based with multi-year vesting.
	Sound financial goals. Financial goals for incentive plans are based on targets that are challenging but achievable.
	Double-trigger vesting provisions. Equity awards do not automatically vest due to a change in control unless there is also a qualifying termination of employment.

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	Robust stock ownership requirements. The CEO must own shares valued at 6x his base salary and the other executive officers must hold shares valued at 3x their respective 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. Any re-pricing or exchange would require shareholder approval.
	Mitigate undue risk. We annually review all incentive programs for material risk.
	Engage independent consultants. The Compensation Committee engages independent compensation and legal consultants.
	No golden parachute tax gross-ups. Our agreements with executive officers have never included golden parachute tax gross-ups.

Addressing Shareholder Concerns

At our 2021 Annual Meeting of Shareholders, approximately 55% of our shareholders supported our “say-on-pay” proposal, while 45% expressed their concerns by voting against our proposal. This was a disappointing decline in approval from the 2019 and 2020 support of over 95%. As described in “Corporate Governance—Shareholder Engagement” above, we conducted an extensive engagement with our shareholders both before and after the meeting specifically to listen to concerns about executive compensation. While many continued to express strong support for management and the Company based on our excellent historical financial performance, some did identify features of the executive compensation program they thought could be modified or implemented differently.

Before setting compensation for fiscal year 2023, the Compensation Committee had extensive discussions regarding these shareholder perspectives and made some responsive adjustments to the Company’s compensation programs. The primary concerns and the Company’s responses are summarized below.

Response: Since Chuck Kummeth became the CEO in 2013, the Company has grown significantly. While reported CEO pay has increased over the years as Mr. Kummeth’s leadership has been proven, total shareholder return has increased at a far faster pace, reaching an annualized rate of approximately 25% for the past 5 years. Nonetheless, as Mr. Kummeth nears the end of his tenure as CEO and the Compensation Committee and Board work to identify his successor, the Compensation Committee will carefully consider the new CEO’s compensation structure to ensure it reflects shareholder concerns.

Response: Over the past several years, management has recommended and the Compensation Committee has approved awards to a greater percentage of the workforce, including the following:

Response: In June 2020, the Compensation Committee issued supplemental grants related to the Company’s rapid development, marketing, and sale of Covid-19 products in response to the pandemic. As we explained in our 2021 Proxy Statement and during shareholder engagement meetings, these supplemental grants were issued at the height of the pandemic to reflect the extraordinary effort required to initiate development of Covid-19-related products and to ensure that our talented executive team remained in place to steer the Company through an unprecedented business environment. The Compensation Committee has no plans to issue similar grants in the future. Moreover, the performance-based supplemental grants are unlikely to vest, as our Covid-19 products have not sold at the projected levels.

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Response: For the past eight years, the Compensation Committee has maintained a consistent executive compensation structure that includes an annual cash bonus based on one-year organic revenue and adjusted operating income targets and a performance equity grant based on three-year achievement of the same types of measures. Some shareholders expressed concern that the targets are similar, and others suggested we adopt a relative performance measure. These concerns and suggestions are not new; the Compensation Committee has revisited this issue frequently, including recently in response to the say-on-pay vote. With each review, the Compensation Committee remains confident that revenue growth and profitability are the best measures of business success and shareholder value creation.

Taking these factors into consideration, the Compensation Committee has determined that continuing to use a compensation structure that incentivizes executives to achieve both short- and long-term organic revenue and adjusted operating income goals remains the best way to maintain and increase shareholder value. However, as described below in the section titled “CEO Transition in 2024,” the Compensation Committee implemented an alternative compensation structure for Mr. Kummeth for the next two years.

Response: The Compensation Committee has long intended to adopt a clawback policy that will comply with regulations the SEC expects to adopt. However, because the timing of those regulations remains uncertain, the Compensation Committee decided to move forward and finalize a policy despite the absence of regulatory guidance. Bio-Techne adopted a clawback policy in July 2022 that covers all executive officers and gives the Company discretion to seek recoupment of incentive payments within twelve months of a material restatement if the compensation calculated on the restated financial results would have been materially lower.

CEO Transition in 2024

As previously disclosed, our CEO, Mr. Kummeth, has announced his intention to retire on June 30, 2024. As part of the retirement planning and succession discussions, the Board and the Compensation Committee discussed compensation structures that would encourage Mr. Kummeth to remain—and remain motivated—through the next two fiscal years and appropriately compensate him during that time. The Compensation Committee, in consultation with the full Board, concluded it is in the best interests of the Company and our shareholders to retain Mr. Kummeth in his current role as CEO to the end of fiscal year 2024 to help ensure the development and implementation of an effective succession plan, particularly given his long-term leadership and the Company’s performance during his tenure.

The Compensation Committee entered into CEO Compensation discussions with Aon Human Capital Solutions Practice (“Aon”), the Compensation Committee’s independent consultant, the Board, and Mr. Kummeth. Following these discussions, the Compensation Committee set compensation for Mr. Kummeth for fiscal years 2023 and 2024 as follows:

This performance-based stock option grant represents two years’ worth of stock option grants. No additional stock option grants (time-based and/or performance-based) will be granted to Mr. Kummeth in fiscal year 2023 or fiscal year 2024.

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Compensation Philosophy and Objectives

The Compensation Committee reviews and approves each executive’s compensation annually and is responsible for ensuring that compensation for the executive officers is consistent with our objectives: 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. These compensation objectives inform the Compensation Committee’s decisions about the appropriate level for each compensation component for each NEO. The Committee’s philosophy is that executive compensation should be market-competitive and should 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.

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 are foundational to this effort. Bio-Techne’s business planning process, which is determined by the overall business environment, industry and competitive factors, and our goals and strategies, drives our annual operating plan and establishes our long-term financial, operational, and strategic objectives.

Key Considerations in Development of Annual and Long-Term Goals

Our Process for Establishing Executive Compensation

Responsibility of the Compensation Committee

The Compensation Committee is responsible for establishing compensation programs for the Company’s CEO and other NEOs and administers the Company’s equity-based and performance-based compensation plans. Accordingly, the Compensation Committee is responsible for reviewing cash and equity incentives payable to executives and has the authority to grant restricted shares of Bio-Techne common stock and options to purchase Bio-Techne common stock to all participants under the Company’s equity award plans and to determine all terms and conditions of such awards.

Role of the Chief Executive Officer in Compensation Decisions

The Compensation Committee annually assesses the base compensation and the potential variable compensation that the NEOs will be eligible to earn if they achieve the Company’s financial targets. As part of this assessment, the CEO makes recommendations 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 in our industry and geographic location, and other factors the CEO considers important in establishing competitive compensation for the other executives. 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; that executive bonuses should be based on performance; and that 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 share price.

The Compensation Committee discusses the CEO’s recommendations and may accept or adjust them based on its own assessment of Company strategic goals, executive responsibilities, and internal pay equity, and its independent review of local comparative data for all industries. The executives are not present during the Compensation Committee’s final discussion and determination of the type and amount of compensation to be paid.

Role of Consultant

The Compensation Committee has retained Aon as its independent outside compensation consultant since 2013 because the Committee believes that working with an independent compensation consultant furthers the objectives of the Company’s compensation program. In this capacity for fiscal year 2022, Aon provided the Compensation Committee with a peer group analysis and helped the Committee structure the compensation program for the CEO and other executive officers. Aon did not provide any other services to the Company during fiscal year 2022.

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The Compensation Committee annually evaluates Aon’s independence and performance under the applicable Nasdaq listing standards, and has sole authority to retain or replace its independent compensation consultants. In fiscal year 2022, the Compensation Committee determined that Aon continued to be independent under applicable Nasdaq listing standards.

Use of a Peer Group

The Compensation Committee refers to a comparative group of life sciences companies when evaluating executive compensation. It is not possible to compile a peer group of companies that directly compete with the Company, as competitors tend to be significantly larger or much smaller and with a narrower product portfolio. However, the companies identified for inclusion in the comparative group operate in the same general industry, and the Compensation Committee believes such companies compete for a similar pool of executive talent.

Furthermore, the peer companies are similar to the Company with regard to market capitalization and one or more of the following measures: operating income, revenue, and total shareholder return. While shareholders and advisory groups sometimes rely solely on industry classification and revenue to assess whether a peer group is appropriate, the Compensation Committee believes that using operating income, market capitalization, and total shareholder return are also beneficial because these metrics directly relate to the creation of shareholder value and provide a better measure of the Company’s place in the market than revenue alone. This is especially true because Bio-Techne is a high-growth company. Anticipating continued strong growth, the Compensation Committee strives to attract and retain executives who are able to not only manage the Company as it exists today, but also as it continues to grow organically and through acquisitions in the future. For that reason, the Compensation Committee has determined that market capitalization is the primary metric for identifying industry peers, but operating income, revenue, and total shareholder return are used as supplemental metrics.

Our compensation peer group serves as one data point when executive pay packages are set. Although useful as a reference, the Compensation Committee does not target any percentile within this peer group as a specific objective. Instead, compensation decisions are based on the full consideration of many factors, including individual and Company performance, market data, internal equity, experience, strategic needs, and responsibilities.

In advance of setting fiscal year 2022 compensation opportunities for the NEOs, the 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, the Compensation Committee made small modifications to the peer group. NuVasive, Inc. was removed due to both small size and poor performance relative to peers. Conversely, Avantor and Natera were added because they both fit within the industry, their market capitalization and revenues were somewhat close, and they are both high-growth and high-performing companies, similar to Bio-Techne.

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Elements of the 2022 Compensation Program

The Company’s executive compensation program consists of base salaries, annual cash performance bonuses, long-term equity awards, and various benefits, including a Profit Sharing and Savings Plan in which all qualified Company employees participate. The table below shows the link between each element and our goal of creating shareholder value.

Base Salary

Base salary—the only fixed component of our executive officers’ direct compensation—provides competitive pay to attract and retain our talented executives. Annual salary decisions for each NEO are made after considering competitive data, the skills and experience the NEO brings to the Company, the length of time the NEO has been with the Company, and the performance contributions the NEO makes. Base salaries were adjusted in fiscal year 2022 primarily to reflect the executives’ outstanding performance and the resulting growth in the Company’s revenues, market capitalization, and shareholder return.

Our NEOs received the following base salaries for fiscal year 2022:

Annual Cash Incentives

Executives are eligible to receive cash performance bonuses under the Company’s Short-Term Incentive Plan based on the Company’s achievement of predetermined, objective performance targets. These challenging targets are set each year to incentivize the executives to focus attention on strategically important goals.

Unless the Compensation Committee decides otherwise, participants must be employed on the last day of the fiscal year to receive any portion of their annual cash incentive payment.

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Fiscal Year 2022 Target Bonus Amounts

The Compensation Committee assigned a target bonus opportunity for each NEO, expressed as a percentage of base salary, as shown below.

As shown in the next section, executives may earn between zero and 200% of their target bonus opportunities based on achievement against the applicable performance goals.

Fiscal Year 2022 Performance Metrics

For fiscal year 2022, the annual bonus plan was again based upon consolidated adjusted operating income results and consolidated organic revenue results for the Company, and, for NEOs who lead our reporting segments, adjusted operating income and organic revenue results for their respective segments. The Compensation Committee used this approach to align pay with performance over which each executive has significant influence. However, at least one-half of each NEO’s annual bonus plan payout is based on corporate performance to drive enterprise-wide behaviors.

Our NEOs had the following weightings for their respective annual incentive opportunities:

The range of possible payouts for the Company and segment performance metrics for fiscal year 2022 are shown below.

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The payout percentage for each executive is the sum of the weighted payouts for each applicable metric.

The Compensation 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.

Fiscal Year 2022 Earned Incentives

As described above, despite the disruptions and challenges caused by the pandemic, the Company had excellent financial results that in most cases substantially exceeded target for those being paid.

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Payouts under the Short-Term Incentive Plan for fiscal year 2022 for our NEOs were as follows:

Cash bonus performance payments for the NEOs are reflected in the 2022 Summary Compensation Table. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for fiscal year 2022.

Long-Term Incentive Compensation Awarded in Fiscal Year 2022

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 helps us position our NEOs’ total pay within range of the competitive median of our compensation peer group.

Fiscal Year 2022 Long-Term Incentive Grants

For the past eight years, Bio-Techne NEOs have received a mix of time-based and performance-based equity awards. The target value of the performance-based equity awards generally is divided equally between restricted stock units and stock options. In the first quarter of fiscal year 2022, all of the NEOs received grants of long-term incentive awards in the forms and with the target amounts shown below.

Time-Based Stock Options

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 Compensation Committee determines the appropriate stock option award values 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

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factors the Committee deems relevant. Stock options have value only if the market price of the Company’s stock appreciates between the grant date and the vesting date.

Performance-Vesting Stock Options and RSUs

These grants will vest, or not, based on Bio-Techne’s performance against the consolidated adjusted operating income and consolidated organic revenue goals for fiscal year 2025. For competitive reasons, these performance goals are not disclosed in advance. The Compensation Committee selected these metrics because continued revenue growth is the best long-term driver of consistent cash generation and operating income is an important driver of share price valuation and shareholder expectations. Together, these targets promote long-term achievement of the Company’s strategic objectives.

The following table sets forth the threshold, target, and maximum potential amounts that will vest for our NEOs at the end of fiscal year 2025 under the performance-vested equity awarded for fiscal year 2022.

Restricted Stock and Restricted Stock Unit Grants

The time-vested restricted stock awards for the CEO will vest one-third each year over a three-year period. The time-vested restricted stock unit award for Mr. Geist was a one-time new hire grant that vests one-third each year over a three-year period.

Long-Term Incentive Compensation That Vested in Fiscal Year 2022

The long-term performance equity awards granted in fiscal year 2020 vested in August 2022 based on the following performance goals set at the time of grant for fiscal year 2022. Based on an assessment of the Company’s performance relative to these goals, the Compensation Committee determined that the Company substantially exceeded the maximums for both Revenue and Operating Income, resulting in a maximum vesting of 150% of target.

* These amounts 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; share-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 the fiscal year that ended June 30, 2022.

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Compensation Policies and Practices

Clawback Provisions

Our employment agreements with our NEOs provide that we may recoup incentive compensation they receive to the extent required by any law, government regulation, share exchange listing requirement, or Company policy promulgated under such standards. The Compensation Committee recently adopted a policy that covers all executive officers and allows the Company the discretion to seek recoupment of incentive payments within twelve months of a material restatement where the compensation would have been materially lower if the payments had been calculated on restated financial results.

Executive Stock Ownership Guidelines

Our Board recently increased the stock ownership guidelines applicable to all NEOs. The guidelines are expressed as a multiple of base salary, as follows:

Stock that counts towards the guidelines includes 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 an NEO, and must remain in compliance at all times thereafter. All of the NEOs except Mr. Geist, who was recently hired, currently meet the guidelines.

Succession Planning

The Compensation 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, as well as succession plans for each role. The Board also receives formal reports from such individuals and has the opportunity to interact with them in social settings.

As previously disclosed, Mr. Kummeth intends to retire as CEO at the end of fiscal year 2024. The Board has already engaged in discussions concerning a transition in the CEO role, but with this almost two-year notice, the Board will be able to conduct a thorough evaluation of potential candidates to ensure a smooth transition for Mr. Kummeth’s eventual successor.

Accounting and Tax Treatment

The Company accounts for equity-based compensation paid to employees under FASB ASC Topic 718, which requires us to estimate and record an expense over the service period of an option award. Thus, we may record an expense in one year for awards granted in earlier years. Accounting rules also require cash compensation to be recorded as an expense at the time the obligation is incurred.

While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Committee 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 for tax purposes.

In addition to considering the tax consequences, the Compensation 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.

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors 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 Compensation Committee Charter.

The Compensation Committee reviewed the Compensation Discussion and Analysis above with management. Based on that review, the Committee approved the inclusion of the Compensation Discussion and Analysis in the Company’s Proxy Statement for the 2022 Annual Shareholder Meeting.

Randolph C. Steer (Chair)
Joseph Keegan
Rupert Vessey

Members of the Compensation Committee

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Additional Compensation Disclosures

2022 Summary Compensation Table

The NEOs received compensation for the fiscal years ended June 30, 2022, 2021, and 2020 as set forth in the chart below.

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2022 Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the NEOs granted in fiscal year 2022.