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 13, 2023

 

5% organic growth for the year

$70M capital returned to our shareholders

 

“Our team of approximately 3,200 talented employees live and breathe our mission every day, and we rely on their dedication, innovation, curiosity, and scientific acumen to develop and commercialize the products researchers around the globe rely on to advance science and ultimately improve healthcare.”

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.

2023 Annual Meeting of Shareholders

Date and Time October 26, 2023 8:00 a.m. (Central Time)	Place Webcast at www.virtualshareholdermeeting/TECH2023	Record Date September 1, 2023

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

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Fiscal Year 2023 Performance

Our team continued to execute and deliver on our long-term growth initiatives in fiscal 2023, leading to progress in and advancement of our key strategies to drive profitable growth.

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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.

Over the past year, these engagements focused on the Board’s progress towards selecting a successor for Mr. Kummeth, shareholder concerns that led to a second consecutive disappointing say-on-pay vote, Board refreshment, and our sustainability strategy.

Key issued discussed with our shareholders are summarized below. For more information, see the section on Shareholder Engagement on page 25, and the section on Addressing Shareholder Concerns on page 37.

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Information About the Nominees

The following is an overview of our nominees for election as directors at the 2023 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		67		M
Julie L. Bushman Former EVP International Operations, 3M		2										2020		62		F
John L. Higgins Former President and CEO, Ligand Pharmaceuticals		1										2009		53		M
Joseph D. Keegan Advisor and Board Director		1										2017		70		M
Charles R. Kummeth President and CEO, Bio-Techne Corporation		1										2013		63		M
Roeland Nusse Professor, Stanford University		0										2010		73		M
Alpna Seth Former President and CEO, Nura Bio Inc.		1										2017		60		F
Randolph Steer Biotechnology Consultant and Board Director		0										1990		73		M
Rupert Vessey Executive Partner and Chief Scientist, Flagship Pioneering, Inc.		0										2019		58		M

Member

Committee Chair

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. As mentioned above, two directors are reaching retirement age under our Board policies, and we expect to replace one or both in the next several years with diverse candidates.

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Director Qualifications and Experience

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

Skills, Qualifications, and Background
Executive/Strategic Leadership Senior-level managerial experience brings a broad perspective and knowledge to engage with management in meaningful discussions about our strategy and related strategic risks, including people management.		*	*	*	*	*		*	*	*
Industry Background The life science tools and diagnostics industry is complex and technology-focused, so having directors with experience in this business, either as executives or customers, is a significant advantage.				*	*	*	*	*	*	*
Scientific/Technical Many of our strategic decisions, including especially our M&A initiatives, require significant understanding of advanced science or technology in the life sciences and medical areas.					*		*	*	*	*
International Knowledge about operating outside the U.S. is important as we face the complexities of global markets, especially considering almost half of our business comes from outside the United States and our strategies include expansion into additional international markets.			*	*	*	*	*	*		*
Financial Acumen/Expertise Familiarity with complex financial and accounting concepts and a deep understanding of financial statements are vital for helping the Board perform its oversight function.		*	*	*	*	*		*
Risk Oversight/Management An understanding of how to identify, assess, and mitigate risks is a key director attribute— particularly for a growth-oriented company such as Bio-Techne.		*	*	*	*	*		*	*	*
Corporate Finance and M&A Since one of our key growth strategies is to acquire companies that expand our product offerings and increase revenue, experience with assessing acquisition opportunities and risks is an important oversight capability.		*	*	*	*	*		*	*	*
Operations We make and sell hundreds of thousands of different products, including some that are regulated by the FDA, so having directors who understand the manufacturing and supply chain complexities of our operations helps us identify associated strategic risks and opportunities.		*	*	*	*	*		*		*

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Sustainability Highlights

During fiscal 2023, we continued to make progress identifying, documenting, and measuring our ongoing efforts to become a better corporate citizen. Based on the extensive materiality assessment we performed to identify the key sustainability risks to our business, we group our sustainability commitments into four key pillars:

Our People	Advancing Science	Governance & Operational Integrity	The Environment

In fiscal 2023, we increased the number of sites from which we collect emissions data and improved our collection methods. We deepened engagements with two sets of subject matter expert consultants – one to provide enterprise-wide support in setting impactful strategy, and the other focused on operational support and execution. In addition, the Sustainability Oversight Council (made up of members of executive management) challenged the enterprise to address sustainability-focused initiatives and opportunities in our fiscal 2023 prioritization process. From this new process emerged a number of impactful initiatives, including an additional two sites obtaining ISO 14001 certification, packaging redesigns to reduce waste and increase the use of recycled/recyclable content, and a reduction of non-renewable energy.

Our achievements, progress, and future plans across our four key pillars will be set forth in the 2023 publication of our Corporate Sustainability Report. In addition to the updated content across our pillars, the 2023 publication includes an index to the Task Force on Climate-Related Disclosures (“TCFD”). By expanding our CSR to include TCFD, we will also be informed by the TCFD framework and principles to help us map and walk our sustainability strategy.

Executive Compensation Highlights

With our strategic focus on growing the business, our executive compensation program motivates our talented management team by rewarding progress towards our longer term strategies as well as successful execution of our short term business plans. Consequently, 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.

In response to shareholder concerns, as described in more detail in Section Addressing Shareholder Concerns, for our fiscal year 2024, the Compensation Committee will be adding a new relative performance measure to the Long-Term Performance program for our NEOs other than Mr. Kummeth.

As disclosed in our 2022 Proxy, in light of the upcoming retirement of our CEO, Chuck Kummeth, the Compensation Committee structured his compensation for fiscal years 2023 and 2024 differently. Mr. Kummeth’s base salary and annual cash bonus percentage remains flat over both fiscal years. At the beginning of fiscal 2023, in lieu of some time-based awards and three-year performance awards, Mr. Kummeth received a single option grant covering two fiscal years that has the potential to vest 50% in each year based on revenue growth, as described more fully below on page 36. These one-time changes to Mr. Kummeth’s compensation resulted in a 94% at risk, performance based structure.

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Proposal 1: Size of the Board

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

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 2024 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.

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

Ongoing Board Refreshment

The Board continues to consider regular refreshment of its membership as an important governance consideration. Over the last ten 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 candidates, including incumbent directors, may not be nominated if they would turn 75 during the year following their election. As a result, four independent directors have retired and been replaced over the past nine years. We expect to continue this refreshment process as two of the current eight independent directors will be ineligible for nomination to the Board at next year’s annual shareholder meeting. While the Board may, as is permitted under our Principles of Corporate Governance, waive the mandatory retirement policy for one of the retiring directors to stagger refreshment over the next two years, the Board’s composition will include two new directors within the next two years. This refreshment process is far along with the consultation and support of an external executive recruiter who has cultivated a promising, diverse pool of candidates with deep industry experience and relevant commercial or technical knowledge.

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 seats. 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 brings diverse viewpoints and functions collegially and independently.

Candidates for the Board are considered and selected on the basis of criteria including outstanding achievement in their professional careers; professional 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 bring 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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Director Diversity

We seek directors who represent a mix of backgrounds, experiences, and perspectives to enhance the quality of the Board’s deliberations and decisions. While the Company does not have a formal diversity policy for Board membership, the Nominations and Governance Committee consider, among other factors, diversity with respect to background, skills, experience, achievements, and perspective in its evaluation of candidates for Board membership. Such diversity considerations are discussed in connection with the general qualifications of each potential nominee and their beneficial impact on the decision making strength of the full Board.

In anticipation of the two upcoming retirements described above, the Nominations and Governance Committee has already begun its search process for directors who will complement the other directors. The Nominations and Governance Committee directed the search firm to prioritize seeking highly qualified replacement Directors with attributes and perspectives that would maintain or enhance the Board’s diversity with respect to background, skillset, experience, perspective, and characteristics. While the Committee and the Board have not yet determined whom to appoint or propose for next year’s shareholder vote, the current pool of prospective candidates clearly reflects the Board’s priorities to maintain and enhance the diversity of its Directors.

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 may 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 2024 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 most recent 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 Board is elected by our shareholders to represent and oversee their interests in the Company’s continued growth and durable success. The Board and its committees engage with management to study, evaluate, and discuss Bio-Techne’s commercial strategy, management of risks, cultivation of talent and culture, and progress in achieving its short and long-term goals. Our Board holds regular sessions to ensure routine oversight over key corporate functions including commercial performance, accounting statements, tax matters, regulatory filings, cybersecurity, litigation and legal risks, compliance programs, inorganic corporate development strategy, and planned capital expenditures.

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.

In the event the Board determines that the Chair and CEO roles should be combined, the Nominations and Governance Committee would appoint a Lead Independent Director subject to the majority approval of independent Directors. The Lead Independent Director would preside at Board meetings, be authorized to call such meetings, propose to the Chair topics for inclusion, serve as liaison between the Chair and the other independent Directors, and be available to meet with shareholders.

Oversight of Strategy

One of Bio-Techne’s differentiating qualities is the thorough, data-driven prioritization process used to inform and direct our strategy, and which is further shaped and informed by our experienced, diverse Board. The Board invests significant time in every meeting to the discussion and oversight of the Company’s strategy, both on an enterprise level as well across its two segments and five divisions. On an annual basis, the Board evaluates and discusses the Company’s strategic plan, both for near-term goals and planning towards achievement of long-term goals. The Board revisits and oversees the execution of the Company’s strategy at each and every meeting, utilizing a multi-layered and multi-disciplinary approach to evaluate the varied attributes and inputs to strategy including capital management, human resources, legal risk management and mitigation, tactical planning, operational capability, and quality of decision making. Bio-Techne measures its performance against its strategy using objective metrics and which the continuously Board monitors through regular engagement with management and thorough discussions of our more complex and impactful commercial issues.

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. Each committee has risk oversight duties corresponding to its areas of responsibility, as described in its charter. The Board relies on the diversity of expertise among the Directors, as well as the expertise of the General Counsel and Chief Compliance Officer, in addition to the other experienced NEOs, in anticipating current and future threats and trends.

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Reporting to the CEO, the General Counsel and Chief Compliance Officer routinely consults with outside advisers and experts regarding risks to the Company’s business, and utilizes relevant industry tools and subscription services to maintain current expertise on the evolving landscape of potential risks faced by the Company. The Board receives regular reports at every meeting regarding anticipated and recent changes to the Company’s risk profile, and reassesses the Company’s risk environment as needed. In addition, each of the committees receive relevant updates to risks within the ambit of the committee’s charter and scope of oversight. The Board’s annual assessment process ensures that management receives feedback and direction on the sufficiency and depth of engagement with the Board and informative content relating to the Company’s risks, though the Chair routinely sets the agenda for Board meetings to ensure the Company enjoys the support and oversight of the full Board in managing its risks.

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 ensure management establishes appropriate systems for managing risk.

The Committees above report to the full Board at each regular meeting. Where a Committee has discussed or considered critical or novel risks, that Committee will seek the full Board’s consideration and input to ensure the full Board maintains oversight over, and management’s handling of, the risk. All independent directors are actively involved in the oversight and management of the Company’s most significant risks.

Sustainability and ESG Oversight

The full Board oversees the Company’s sustainability strategy through an annual deep dive into the Company’s governance, processes, and plans, along with regular updates on the Company’s progress against its strategy at every regularly scheduled meeting. Oversight responsibilities for ESG are spread amongst the committees as follows: the Audit Committee oversees risks that may impact the Company’s accounting statements, as well as risks relating to ethics complaints, and maintains oversight over the Company’s public filings relating to ESG; the Compensation Committee oversees risks affecting the Company’s talent, including recruitment, retention, culture, and compensation and equity programs; and, the Nominations and Governance Committee is responsible for Board-level governance. More information about our ESG strategy and progress can be found in our Corporate Sustainability Report available on https://www.bio-techne.com/about/corporate-and-social-responsibility.

Oversight of Cybersecurity

Bio-Techne’s cybersecurity program is led by our Chief Information Officer who, with support from our Chief Information Security Officer and Senior Vice President, Digital Solutions, provides the Board with at least an annual detailed overview of the Company’s cybersecurity strategy and capabilities, along with an assessment of our main threats and vulnerabilities. The Board oversees our complete strategy, from the personnel involved, to the numerous controls and technologies shielding our operations, to the internal and external auditing methods

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that seek to identify weaknesses in our defenses. Separately, the Audit Committee receives regular updates at every meeting on our execution of cybersecurity strategy, along with data on the Company’s performance against internal and external audits as well as a summary of the types of cyber attacks faced by the Company in the past quarter.

Direct Control over Political Contributions

Bio-Techne has not historically been active or otherwise contributed to political causes or campaigns. Rather, Bio-Techne’s missions has focused on improving the quality of life by catalyzing advances in science and medicine.

Under our Delegation of Management Authority, the Board has sole authority to approve any political contributions made on behalf of the Company.

Annual Board and Committee Assessments

On an annual basis, and before the director nomination process begins, the Nominations and Governance Committee conducts an evaluation of the Board’s and each Committee’s performance. In addition, individual directors are assessed on a periodic basis. The evaluation process includes an assessment of both Board and Committee processes and substance, as well as management’s support of the same, including the following:

The Nominations and Governance Committee evaluates the responses and develops recommendations for addressing any issues of concern or opportunities for improvement, presenting its conclusions and recommendations to the full Board. Examples of actions taken in response to feedback from past evaluations include the regular inclusion of additional subjects such as sustainability or cybersecurity, refinements to meeting structure and scheduling to allow for more discussion time and in-depth presentations on complex issues, and enhancements to how management provides and presents meeting materials.

The Board believes this annual evaluation process supports the effective evolution of the Board and its committees to responsibly represent shareholders’ interests.

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 2023.

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, 2023, and the number of committee meetings held during fiscal year 2023, 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 2023	5	7	5	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. During fiscal 2023, management met with shareholders representing over 76% of our outstanding shares to discuss financial performance and strategies, as well as a variety of other matters of interest to those shareholders.

In addition, over the last several years, we have carried out and expanded a shareholder engagement program specifically to discuss governance and executive compensation matters—both proactively and in response to requests from shareholders. In light of our most recent two years of disappointing votes on executive compensation, in the summer of 2023 we specifically engaged on those topics.

Governance and executive compensation engagement — June/July 2023

Generally, shareholders stated they were quite pleased with Bio-Techne’s historical financial and share performance, and appreciated the leadership of current management and the Board. Shareholders wished to better understand the Board’s progress and thinking regarding the selection of a new CEO to succeed Mr. Kummeth following his retirement. Shareholders were also interested in discussing executive compensation, including the second consecutive disappointing Say on Pay vote from the 2022 Annual Shareholder Meeting.

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

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.

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 they think is 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.

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Limits on Other Boards

No company director currently serves on more than two other public company 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 six times during fiscal 2023. Each director attended at least 75% of the meetings of the Board and all of the committees on which she or he 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 2022.

The independent directors of the Board meet in executive session without members of management present on a regular basis. There were four such executive sessions in fiscal 2023. 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 2023

Director compensation remained the same for fiscal year 2023, with no changes since 2020. Cash compensation for the non-employee directors continues to be 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 those of 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 met the requirements as of June 30, 2023, except Ms. Julie Bushman, who has two more years to do so under the guidelines.

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Compensation Paid to the Non-Employee Directors

Directors who are not employees of the Company were compensated for fiscal year 2023 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 introduced sustainability as a strategic focus of our business, and began a thorough process to identify and evaluate those topics and initiatives that would fortify a durable, growing business and drive stakeholder value. These initial assessments resulted in a report that we published in the fall of 2020, and which was followed by substantial work to build a culture and an ecosystem in which sustainability initiatives could permeate our enterprise. These substantial achievements and efforts were described in our 2022 Corporate Sustainability Report, and our momentum continues.

We have ingrained sustainability into Board and organizational governance

We continued to improve the transparency of our reporting about of ESG matters. Bio-Techne’s 2023 Corporate Sustainability Report will be available on our website at www.bio-techne.com/corporate-and-social-responsibility later in September. This report expands on our 2022 report by updating disclosure about our GHG emissions, further describing our enhanced data collection efforts and plans, and offering additional disclosure regarding human capital, governance, and the role of our products in advancing science and healthcare.

We expanded the scope and breadth of data collection. As disclosed in our 2023 Corporate Sustainability Report, we have expanded data collection to more sites and broadened the scope of the data we collect. In addition, we continue to work on streamlining and automating data collection processes. These efforts are designed to serve as the foundation for future target-setting evaluation and planning.

We initiated sustainability projects across our enterprise. We infused sustainability into our annual prioritization process, resulting in a number of projects across the enterprise that are designed to promote sustainability. Projects included expanding ISO 14001 certifications to additional sites, undertaking packaging redesign projects to reduce waste and/or increase recycled content, and evaluating conversion to solar power.

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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 those described in 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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Proposal 3. Advisory Vote on Executive Compensation

Approve the compensation of our named executive officers

YOUR BOARD RECOMMENDS A VOTE “FOR” SUPPORT OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.

The Board has adopted a policy providing for annual 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. We urge shareholders to read the Compensation Discussion and Analysis, which discusses our compensation philosophy and explains how the Company’s compensation policies and procedures implement that philosophy. The 2023 Summary Compensation Table and other related tables and narrative disclosure describe the compensation of the Company’s NEOs in fiscal year 2023. The Compensation Committee believes 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 NEOs in fiscal year 2023 reflects and supports these compensation policies and procedures.

We ask our shareholders 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 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2023 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 advisory vote, is not binding on the Board. However, the 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 Fourth 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.

Share Information

Equity Compensation Plan Information

We currently award stock-based compensation, including stock options and restricted stock units, under the 2020 Equity Incentive Plan. The following table presents information about common stock authorized for issuance under that plan as of June 30, 2023:

The data above reflects the 4:1 stock split approved by the Board and announced November 1, 2022. As of September 1, 2023, there were 6,416,833 shares available for future grants under the 2020 Equity Incentive Plan, and the closing price per share of our common stock was $78.76 as reported on The Nasdaq Global Select Market.

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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 August 31, 2023.

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Management Shareholdings

The following table sets forth the number of shares of the Company’s common stock beneficially owned as of September 1, 2023, by each named executive officer, by each director, and by all directors and current executive officers as a group. Other than Charles Kummeth, who beneficially owns 2.3% of total shares outstanding, each individual beneficially owns less than one percent of total shares outstanding, which includes shares subject to options such individual may exercise. As a group, executive officers and directors beneficially own 4.1% of total shares outstanding.

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Executive Compensation

Key Highlights

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, 2023, the following officers were our Named Executive Officers (collectively, our “NEOs”):

Executive Summary

We continued to execute our long-term growth strategy in fiscal year 2023. During his ten-year tenure, our CEO has led a consistent strategy of driving growth through innovation, making organic investment in the core business, and expanding our portfolio and end markets through acquisitions. This focus on continued execution of our strategy and strong demand for our broad portfolio of research and diagnostic products resulted in another year of profitable growth. We achieved these successes despite a challenging macroeconomic situation and a dynamic operating environment, where conservative biotech funding trends drove cautious spending within a subset of our biopharma customer base, a handful of our OEM customers worked through excess inventory built during fiscal 2022, and Covid-related shutdowns due to the rampant spread of the disease impacted China’s economy, one of our highest growth geographies.

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The Company ended the year with:

Our acquisitions are fundamental to our growth plans and, we believe, enable us to meet or exceed our long-term strategic targets. In the past ten years, we have acquired or agreed to acquire 20 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.

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

Incentive Payouts for Business Performance

Fiscal Year 2023 Incentives for Executive Employees

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 a difficult economic macro-environment, our leadership, and our entire team, had another strong year in fiscal 2023. Nonetheless, as discussed in “Fiscal Year 2023 Earned Incentive” on page 43, Bio-Techne did not achieve organic revenue growth or operating margin thresholds on a Company-wide basis or within the Protein Sciences Segment. As a result, all but one of the NEOs did not receive an annual bonus, and Mr. Kummeth did not receive any equity from the portion of his performance option grant attributable to fiscal 2023.

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Fiscal Year 2023 Incentives for Non-Executive Employees

Even though most of our executives did not achieve the threshold targets set for their short-term incentive payouts, both management and the Compensation Committee agreed that employees should be rewarded for their execution and hard work, both to sustain a culture of recognition and to promote retention. Accordingly, the Compensation Committee used its discretion to award a bonus equivalent to 40% of target for Company-wide achievement to all bonus-eligible non-executive employees under the annual incentive program. We are proud to report that as a result of this decision

94%

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

How Our Executive 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: the development of core products and innovation, geographic expansion, commercial execution, operational excellence, continued growth through mergers and acquisitions, 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. As noted elsewhere in this proxy, looking ahead to fiscal 2024, for example, the Compensation Committee is modifying the long-term equity incentive element for NEOs to include a relative TSR performance metric.

For fiscal year 2023, our NEOs had the below target pay mix. The below diagram includes additional detail regarding the percentage of fiscal year 2023 target pay that Mr. Kummeth actually received.

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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 94% of the CEO’s target direct compensation, and 80% of target direct compensation for the other NEOs, was directly or indirectly tied to Company performance.
	Emphasize long-term performance through equity grants. Approximately 83% of our CEO’s target direct compensation (63% for our other NEOs) is equity-based, all with multi-year vesting (except for the retiring CEO’s performance grant, which vests on two one-year periods).
	Sound financial goals. Financial goals for incentive plans are based on targets that are challenging but achievable.
	Double-trigger vesting provisions. Equity awards will not automatically vest due to a change in control unless there is also a qualifying termination of employment.
	Robust stock ownership requirements. The CEO must own Bio-Techne shares valued at 6x his base salary and the other executive officers must hold shares valued at 3x their respective base salaries.
	No hedging/no 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 without shareholder approval. Any re-pricing or exchange of equity awards 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.
	Clawback for overpayments. Our recoupment policy, which is applicable to current and former executive officers, requires recoupment of incentive-based compensation where a restatement indicates that an overpayment occurred.

Addressing Shareholder Concerns

At our 2022 Annual Meeting of Shareholders, approximately 62% of our shareholders supported our “say-on-pay” proposal, while 38% expressed their concerns by voting against our proposal. While this was moderately better than the 55% approval we received in 2021, it still reflected sufficient concern to warrant direct engagement and further action. Accordingly, the Company requested meetings with more than 50% of its institutional shareholders to discuss this topic and any others on which they wished to engage, and, of that number, ultimately met with nine different shareholders representing over 30% of our outstanding shares. The Chair of the Company’s Compensation Committee, as well as the Company’s General Counsel and Vice President of Investor Relations participated in all of these meetings. Throughout fiscal year 2023, the Compensation Committee had extensive discussions regarding these shareholder perspectives and made some responsive adjustments to the Company’s compensation programs beginning in fiscal 2024.

Shareholder concerns regarding executive compensation: The primary shareholder concern relating to executive compensation involved the metrics used. Shareholders wanted to see us rely on different metrics for the long-term and short-term performance-based incentive compensation. Specifically, many of them proposed adding a relative performance metric. There were differing opinions on the type of relative performance metric, with some suggesting Return on Invested Capital and some proposing relative Total Shareholder Return. Finally, one shareholder suggested all equity grants should be performance-based rather than time-based.

Response: The Compensation Committee has maintained a consistent executive compensation structure for a number of years that it found worked well in driving Company performance. This structure included 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. Although the Compensation Committee believes that a company’s financial performance (both currently and consistently over the long term) is what drives shareholder value creation, the Committee engaged in extensive deliberation and consultation with its independent compensation consultant about whether and how to modify the compensation plan design in light of shareholder concerns.

After extensive discussion and analysis, the Compensation Committee decided that long-term equity performance grants would be based on three measures beginning in fiscal 2024:

rTSR measures would include a 25^th percentile threshold (with 25% target payout), a 35^th percentile threshold plus (with 50% target payout), a 50^th percentile target (with 100% target payout), and a 75^th percentile maximum achievement (with 200% target payout).

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The Compensation Committee selected rTSR over ROIC because of the significant fluctuations in ROIC that a highly acquisitive company like Bio-Techne experiences. The Committee was concerned that adding ROIC as a measure would disincentivize executives to pursue acquisitions, particularly of pre-revenue innovative companies that can materially drive future growth. Further, the Committee determined that rTSR better aligned long-term incentives with shareholder experience.

Shareholder Concerns Regarding CEO Succession

The Nominations and Governance Committee of the Board of Directors is taking the lead on the search for a new CEO to succeed Mr. Kummeth upon his retirement in 2024. As noted in last year’s Proxy, Mr. Kummeth provided a two-year retirement notice, which has afforded the Board ample time to conduct a thorough search and facilitate a smooth transition. Throughout the search the Committee has been keeping the full Board informed of the search progress.

The Nominations and Governance Committee has engaged a national executive search firm to assist in the evaluation of the Company’s strong internal candidates, and to assist in identifying exceptional external candidates. The Committee is currently actively evaluating an excellent pool of potential candidates. The Committee is dedicated to selecting a successor whose skills, expertise, experience, and attributes will best position the Company to continue its current long-term profitable growth trajectory through organic and inorganic growth.

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.

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. The Compensation Committee sets targets for our incentive plans that are informed by these objectives.

Key Considerations in Development of Annual and Long-Term Goals

Our Process for Establishing Executive Compensation

Role of the Compensation Committee

The Compensation Committee establishes 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 units 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 assesses annually the base compensation and the potential variable compensation that the NEOs will be eligible to earn if they achieve the Company’s financial targets. To inform this assessment, the CEO makes recommendations regarding the base compensation and target incentive amounts for the executive officers who 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

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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 salaries of average employees or mid-level managers within an organization; that executives 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 Talent (“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 2023, 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 2023.

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 2023, 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 have narrower product portfolios. However, the companies included 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 headcount. 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 headcount 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 should be the primary metric for identifying industry peers, but operating income, revenue, and headcount are instructive 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 individual responsibilities.

Before setting fiscal year 2023 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 determined that no changes to the peer group were necessary.

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Elements of the 2023 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. As part of Mr. Kummeth’s planned retirement, the mix and structure of his compensation package is somewhat different, though the elements of his compensation are the same as those awarded to the other NEOs.

2023 CEO Compensation

In August of 2022, the Compensation Committee, in consultation with Aon Talent, set compensation for Mr. Kummeth for fiscal years 2023 and 2024 as follows:

Because the grant of performance-based options to Mr. Kummeth had the potential to vest in both fiscal year 2023 and fiscal year 2024, he will not receive additional stock option grants or any other equity awards in fiscal year 2024.

As discussed above, the Company’s performance and execution were strong, but did not achieve the threshold required for Mr. Kummeth to receive an annual cash bonus or for his 2023 performance-based grant to vest.

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2023 Executive Compensation Program

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 2023 primarily to reflect the executives’ outstanding performance and the resulting growth in the Company’s revenues, market capitalization, and shareholder return in the prior year.

Our NEOs received the following base salaries for fiscal year 2023:

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 on strategically important goals.

Fiscal Year 2023 Target Bonus Amounts

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

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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 2023 Performance Metrics

For fiscal year 2023, 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 2023 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 2023 Earned Incentives

As described above, the Company had excellent financial results relative to its peers, but did not achieve the thresholds for revenue or adjusted operating income on a Company-wide basis or within the Protein Sciences Segment. Accordingly, no annual cash bonus incentive was awarded against Company-wide goals or the Protein Science Segment’s goals. This clearly demonstrates both the rigor of our targets and the alignment between pay and performance.

The Diagnostics and Genomics Segment exceeded the threshold for both revenue and operating income requirements, and earned a target payout as shown below.

Payouts under the Short-Term Incentive Plan for fiscal year 2023 for our NEOs were as follows:

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Cash bonus performance results for the NEOs are reflected in the 2023 Summary Compensation Table. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for fiscal year 2023.

Long-Term Incentive Compensation Awarded in Fiscal Year 2023

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 2023 Long-Term Incentive Grants

CEO Grant

As described above, in anticipation of his retirement, in fiscal 2023 CEO Chuck Kummeth received a single long-term performance-based option grant that was intended to cover two years of performance grants, as well as a time-based restricted stock unit grant, as follows:

NEOs Other Than the CEO

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 2023, all of the NEOs other than Mr. Bohnen, who was promoted to General Counsel and became an NEO later in fiscal 2023, 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, and 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. Stock options have value only if the market price of the Company’s stock appreciates between the grant date and the vesting date.

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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 (other than Mr. Kummeth, Ms. Furlow, and Mr. Bohnen) at the end of fiscal year 2026 under the performance-vested equity awarded for fiscal year 2023. The terms of Mr. Kummeth’s performance grant are different, as described above. Ms. Furlow only received time-vested grants for fiscal 2023, and Mr. Bohnen did not receive the performance grant because he was not promoted to an NEO position until later in fiscal 2023.

For performance-vesting options and RSUs commencing in fiscal year 2024, the Compensation Committee included relative TSR as a 25% weighted input to align long term incentives with shareholder experience. The Committee retained both organic revenue (40%) and adjusted operating income (35%), as these measures remain critical motivators for focused and responsible growth.

Time-Vested Restricted Stock and Restricted Stock Unit Grants

In addition to granting the time-vested restricted stock unit award to the CEO, the Compensation Committee also granted to Ms. Furlow time-vested restricted stock units in lieu of a performance grant, and to Mr. Bohnen a one-time promotion grant of restricted stock units when he was promoted to General Counsel. All three of these grants will vest one-third each year over a three-year period.

Long-Term Incentive Compensation That Vested in Fiscal Year 2023

The long-term performance equity awards granted in fiscal year 2021 vested in August 2023 based on the performance goals set at the time of grant for fiscal year 2021 described in the chart below. Based on an assessment of the Company’s performance relative to these goals, the Compensation Committee determined that the Company exceeded the maximums for both Adjusted Revenue and Adjusted Operating Income, resulting in a maximum vesting of 150% of target. The targets for these performance equity awards were set in 2020 when there was considerable concern for the U.S. and global economies in the face of a rapidly worsening Covid-19 pandemic, and when the potential future impact of the pandemic was unknown and unknowable. The targets set by the Compensation Committee reflected the considerable uncertainty at the time and conservatism for the health of the economy. The Compensation Committee considered these goals to be rigorous and challenging when they were set. Notably, grants issued in fiscal year 2022, with targets set more than a year into the pandemic, were significantly more challenging.

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Compensation Policies and Practices

Insider Trading and Anti-Hedging/Anti-Pledging

Bio-Techne’s Insider Trading Policy applies to all Company employees and directors, and addresses acceptable and responsible practices concerning the trading of Company securities. Under the Insider Trading Policy, all employees and directors are prohibited from any of the following:

The Insider Trading Policy imposes additional requirements and restrictions on officers and directors, including a prohibition of short swing trading and stricter compliance relating to 10b5-1 plans.

Clawback Provisions

In fiscal year 2023, the Compensation Committee again updated our recoupment policy. The Company expanded the policy to apply to current and former NEOs, and broadened its reach to apply where, following an accounting restatement of any kind, the Company determines that an overpayment of incentive-based compensation occurred. Current NEOs formally acknowledged the policy. All future employment agreements will adopt the new policy’s terms, and all equity agreements specifically allow for recoupment. The new recoupment policy does not require misconduct or negligence to have occurred, but rather requires clawback from all NEOs determined to have been overpaid following the restatement, except under limited circumstances where recovery would be impracticable.

Executive Stock Ownership Guidelines

Our Board last year 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 currently meet the guidelines except Mr. Geist and Mr. Bohnen, each of whom have several more years to do so.

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.

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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 2023 Annual Shareholder Meeting.

Julie Bushman (Chair)
Randolph C. Steer
Joseph Keegan
Rupert Vessey

Members of the Compensation Committee

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Additional Compensation Disclosures

2023 Summary Compensation Table

The NEOs received compensation for the fiscal years ended June 30, 2023, 2022, and 2021 as set forth in the chart below.