Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Pay vs Performance [Table Text Block] |
|
Pay vs. Performance
As required by SEC rules, we are providing the
following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain
financial performance measures. For information about how our Compensation Committee seeks to align executive compensation with
the Company’s performance, see “Compensation discussion and analysis.” The amounts in the table below are calculated
in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.
| |
|
Summary
Compensation |
|
Compensation
actually |
|
Average
Summary
Compensation |
|
Average
Compensation |
|
Value of Initial Fixed
$100 Investment
based on: |
|
|
|
Company-
selected
Measure |
Fiscal
Year |
|
Table Total
for CEO(1) |
|
paid to
CEO(2) |
|
Table Total for
Non-PEO NEOs(1) |
|
actually paid to
Non-PEO NEOs(2) |
|
Company
TSR |
|
Peer Group
TSR(3) |
|
Net Income(4) |
|
(Organic
Revenue)(5) |
| 2023 |
|
$ 30,584,644 |
|
$ 4,684,176 |
|
$ 2,258,387 |
|
$ 2,424,680 |
|
$ 124.96 |
|
$ 126.72 |
|
$ 285,442,000 |
|
$ 1,134,700 |
| 2022 |
|
15,370,549 |
|
(6,349,624 |
) |
3,223,063 |
|
(2,680,481 |
) |
132.17 |
|
129.72 |
|
263,099,000 |
|
1,113,600 |
| 2021 |
|
15,889,896 |
|
105,676,083 |
|
4,950,600 |
|
26,444,391 |
|
171.17 |
|
147.61 |
|
139,585,000 |
|
915,900 |
| (1) |
Charles Kummeth was our CEO for each year presented. For FY23,
our non-PEO NEOs were Jim Hippel, Will Geist, Kim Kelderman, Shane Bohnen, and Brenda Furlow. For FY22, our non-PEO NEOs were
Jim Hippel, Brenda Furlow, Will Geist, Kim Kelderman, and Dave Eansor. For FY21, our non-PEO NEOs were Jim Hippel, Brenda
Furlow, Dave Eansor, and Kim Kelderman. |
| (2) |
Amounts reported in this column and in the table below represent the amount of “Compensation
Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual amount of compensation
earned by or paid to the individual(s) during the applicable fiscal year. The following table summarizes the adjustments made
to total compensation in accordance with Item 402(v) of Regulation S-K in order to determine the compensation amounts shown
in the table above as being “Compensation Actually Paid”. |
| |
For this purpose, the fair value of equity awards was determined pursuant to the
Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation
of the fair value are consistent with the stock option valuation model used to determine the amounts reported in the Company’s
audited financial statements, included in the Company’s Annual Report on Form 10-K. |
| |
The fair value of unvested time-based share awards, including restricted stock awards
and restricted stock units, as well as the valuation of all share-based awards upon vesting, is based upon the closing price
for a share of Bio-Techne common stock for the applicable date of measurement. The fair value of unvested performance share
awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. The fair value
of unvested options, and the fair value received upon the vesting of stock options, is based upon the Black-Scholes option-pricing
model as of the date of measurement, consistent with the stock option valuation model used to determine amounts reported in
the Company’s Annual Report on Form 10-K. |
| |
|
|
FY23 |
|
|
FY22 |
|
|
FY21 |
|
| |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
| |
Total from Summary Compensation Table(i) |
|
|
30,584,644 |
|
|
|
2,258,387 |
|
|
|
15,370,549 |
|
|
|
3,223,063 |
|
|
|
15,889,896 |
|
|
|
4,950,600 |
|
| |
Subtract: Grant date fair value of option and stock awards granted in the fiscal year(ii) |
|
|
(29,325,210 |
) |
|
|
(850,075 |
) |
|
|
(10,299,362 |
) |
|
|
(949,840 |
) |
|
|
(11,199,803 |
) |
|
|
(1,722,395 |
) |
| |
Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in
the fiscal year(iii) |
|
|
4,318,227 |
(6) |
|
|
1,382,025 |
|
|
|
6,472,546 |
|
|
|
1,106,688 |
|
|
|
30,362,017 |
|
|
|
10,602,750 |
|
| |
Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards
granted in prior fiscal years(iv) |
|
|
(6,132,401 |
) |
|
|
(877,492 |
) |
|
|
(22,021,635 |
) |
|
|
(5,636,997 |
) |
|
|
64,935,446 |
|
|
|
11,789,651 |
|
| |
Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year(v) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value
of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less
the fair value (as of end of prior fiscal year) of prior year awards that failed to vest(vi) |
|
|
5,238,918 |
|
|
|
633,346 |
|
|
|
4,128,278 |
|
|
|
469,566 |
|
|
|
5,688,527 |
|
|
|
823,785 |
|
| |
Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during
the fiscal year(vii) |
|
|
— |
|
|
|
(121,511 |
) |
|
|
— |
|
|
|
(892,961 |
) |
|
|
— |
|
|
|
— |
|
| |
Compensation Actually Paid |
|
|
4,684,176 |
|
|
|
2,424,680 |
|
|
|
(6,349,624 |
) |
|
|
(2,680,481 |
) |
|
|
105,676,083 |
|
|
|
26,444,391 |
|
| |
(i) |
Represents Total Compensation as reported in the Summary Compensation
Table for each fiscal year. |
| |
(ii) |
Represents Stock Awards and Option Awards from the Summary Compensation Table for
each fiscal year. |
| |
(iii) |
Represents the aggregate fair value as of each fiscal year-end of outstanding and
unvested option and stock awards granted during the covered fiscal year, computed in accordance with the Company’s methodology
used for financial reporting purposes. |
| |
(iv) |
Represents the aggregate change in fair value during each fiscal year of the outstanding
and unvested option and stock awards granted in prior fiscal years and held as of the last day of the covered fiscal year,
computed in accordance with the Company’s methodology used for financial reporting purposes. |
| |
(v) |
Represents the aggregate fair value as of the vesting date of for each option and
stock award that was granted and vested during the covered fiscal year, computed in accordance with the Company’s methodology
used for financial reporting purposes. |
| |
(vi) |
Represents the aggregate change in fair value, measured from the prior fiscal year-end
to the vesting date, of each option and stock award that was granted in a prior fiscal year and which vested during the covered
fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. |
| |
(vii) |
Represents the fair value as of the end of the prior fiscal year of option and stock
awards that were granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered
fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. These options
and stock awards relate to retirements during the applicable fiscal year. |
| (3) |
The Peer Group TSR in the table utilizes the S&P 500 LifeSciences
Tools and Services (“S&P 500 LifeSciences”) Index, which the company also utilizes in the stock performance
graph required by Item 201(e) of Regulation S-K included in the fiscal year 2023 Form 10-K. The comparison assumes $100 (including
reinvested dividends) was invested for the period starting June 30, 2020 through June 30, 2023 in the company and in the S&P
500 LifeSciences Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| (4) |
Net income represents “Net earnings, including noncontrolling interest”
as reported in the Company’s Annual Report on Form 10-K. |
| (5) |
Sales shown reflect organic revenue as calculated for purposes of our executive compensation
program for the applicable reporting year. Refer to Appendix A for a reconciliation between GAAP and non-GAAP measures. |
| (6) |
As of June 30, 2023, relates to the time-vesting restricted share units that were
granted in fiscal year 2023. As of June 30, 2023, the threshold for the performance-vesting option award related to fiscal
year 2023 performance was not achieved. If this award had reached target performance, the fair value as of June 30, 2023 would
have been $9.3 million. As of June 30, 2023, the threshold for the performance-vesting option award related to fiscal year
2024 performance has a remote likelihood of achievement. If the most probable outcome of this performance-vesting award was
target, the fair value as of June 30, 2023 would be have been $9.3 million for fiscal year 2024 performance. |
|
|
|
|
| Company Selected Measure Name |
|
organic revenue
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
| (1) |
Charles Kummeth was our CEO for each year presented. For FY23,
our non-PEO NEOs were Jim Hippel, Will Geist, Kim Kelderman, Shane Bohnen, and Brenda Furlow. For FY22, our non-PEO NEOs were
Jim Hippel, Brenda Furlow, Will Geist, Kim Kelderman, and Dave Eansor. For FY21, our non-PEO NEOs were Jim Hippel, Brenda
Furlow, Dave Eansor, and Kim Kelderman. |
|
|
|
|
| Changed Peer Group, Footnote [Text Block] |
|
The Peer Group TSR in the table utilizes the S&P 500 LifeSciences
Tools and Services (“S&P 500 LifeSciences”) Index, which the company also utilizes in the stock performance
graph required by Item 201(e) of Regulation S-K included in the fiscal year 2023 Form 10-K. The comparison assumes $100 (including
reinvested dividends) was invested for the period starting June 30, 2020 through June 30, 2023 in the company and in the S&P
500 LifeSciences Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
|
|
|
| PEO Total Compensation Amount |
[1] |
$ 30,584,644
|
|
$ 15,370,549
|
$ 15,889,896
|
| PEO Actually Paid Compensation Amount |
|
$ 4,684,176
|
|
(6,349,624)
|
105,676,083
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
| |
|
|
FY23 |
|
|
FY22 |
|
|
FY21 |
|
| |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
| |
Total from Summary Compensation Table(i) |
|
|
30,584,644 |
|
|
|
2,258,387 |
|
|
|
15,370,549 |
|
|
|
3,223,063 |
|
|
|
15,889,896 |
|
|
|
4,950,600 |
|
| |
Subtract: Grant date fair value of option and stock awards granted in the fiscal year(ii) |
|
|
(29,325,210 |
) |
|
|
(850,075 |
) |
|
|
(10,299,362 |
) |
|
|
(949,840 |
) |
|
|
(11,199,803 |
) |
|
|
(1,722,395 |
) |
| |
Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in
the fiscal year(iii) |
|
|
4,318,227 |
(6) |
|
|
1,382,025 |
|
|
|
6,472,546 |
|
|
|
1,106,688 |
|
|
|
30,362,017 |
|
|
|
10,602,750 |
|
| |
Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards
granted in prior fiscal years(iv) |
|
|
(6,132,401 |
) |
|
|
(877,492 |
) |
|
|
(22,021,635 |
) |
|
|
(5,636,997 |
) |
|
|
64,935,446 |
|
|
|
11,789,651 |
|
| |
Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year(v) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value
of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less
the fair value (as of end of prior fiscal year) of prior year awards that failed to vest(vi) |
|
|
5,238,918 |
|
|
|
633,346 |
|
|
|
4,128,278 |
|
|
|
469,566 |
|
|
|
5,688,527 |
|
|
|
823,785 |
|
| |
Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during
the fiscal year(vii) |
|
|
— |
|
|
|
(121,511 |
) |
|
|
— |
|
|
|
(892,961 |
) |
|
|
— |
|
|
|
— |
|
| |
Compensation Actually Paid |
|
|
4,684,176 |
|
|
|
2,424,680 |
|
|
|
(6,349,624 |
) |
|
|
(2,680,481 |
) |
|
|
105,676,083 |
|
|
|
26,444,391 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 2,258,387
|
|
3,223,063
|
4,950,600
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ 2,424,680
|
|
(2,680,481)
|
26,444,391
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
| |
|
|
FY23 |
|
|
FY22 |
|
|
FY21 |
|
| |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
|
CEO |
|
|
Non-PEO
NEOs |
|
| |
Total from Summary Compensation Table(i) |
|
|
30,584,644 |
|
|
|
2,258,387 |
|
|
|
15,370,549 |
|
|
|
3,223,063 |
|
|
|
15,889,896 |
|
|
|
4,950,600 |
|
| |
Subtract: Grant date fair value of option and stock awards granted in the fiscal year(ii) |
|
|
(29,325,210 |
) |
|
|
(850,075 |
) |
|
|
(10,299,362 |
) |
|
|
(949,840 |
) |
|
|
(11,199,803 |
) |
|
|
(1,722,395 |
) |
| |
Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in
the fiscal year(iii) |
|
|
4,318,227 |
(6) |
|
|
1,382,025 |
|
|
|
6,472,546 |
|
|
|
1,106,688 |
|
|
|
30,362,017 |
|
|
|
10,602,750 |
|
| |
Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards
granted in prior fiscal years(iv) |
|
|
(6,132,401 |
) |
|
|
(877,492 |
) |
|
|
(22,021,635 |
) |
|
|
(5,636,997 |
) |
|
|
64,935,446 |
|
|
|
11,789,651 |
|
| |
Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year(v) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value
of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less
the fair value (as of end of prior fiscal year) of prior year awards that failed to vest(vi) |
|
|
5,238,918 |
|
|
|
633,346 |
|
|
|
4,128,278 |
|
|
|
469,566 |
|
|
|
5,688,527 |
|
|
|
823,785 |
|
| |
Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during
the fiscal year(vii) |
|
|
— |
|
|
|
(121,511 |
) |
|
|
— |
|
|
|
(892,961 |
) |
|
|
— |
|
|
|
— |
|
| |
Compensation Actually Paid |
|
|
4,684,176 |
|
|
|
2,424,680 |
|
|
|
(6,349,624 |
) |
|
|
(2,680,481 |
) |
|
|
105,676,083 |
|
|
|
26,444,391 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
|
|
|
| Total Shareholder Return Vs Peer Group [Text Block] |
|
|
|
|
|
| Tabular List [Table Text Block] |
|
Measures linking pay and performance
As described in greater detail in “Compensation
discussion and analysis,” our approach to executive compensation is designed to meet the following 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. The unranked list below represents, in the Company’s
view, the Company’s two important financial measures used to link compensation to performance in fiscal 2023:
| • |
Organic Revenue Growth* |
| • |
Adjusted Net Income* |
| * |
These are non-GAAP measures. Appendix A to this Proxy Statement defines these and
other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures. |
|
|
|
|
| Total Shareholder Return Amount |
|
$ 124.96
|
|
132.17
|
171.17
|
| Peer Group Total Shareholder Return Amount |
|
126.72
|
|
129.72
|
147.61
|
| Net Income (Loss) Attributable to Parent |
[2] |
$ 285,442,000
|
|
$ 263,099,000
|
$ 139,585,000
|
| Company Selected Measure Amount |
[3] |
1,134,700
|
|
1,113,600
|
915,900
|
| Measure [Axis]: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Measure Name |
[4] |
Organic Revenue Growth
|
|
|
|
| Measure [Axis]: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Measure Name |
[4] |
Adjusted Net Income
|
|
|
|
| PEO [Member] | Subtract: Grant date fair value of option and stock awards granted in the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[5] |
$ (29,325,210)
|
|
$ (10,299,362)
|
$ (11,199,803)
|
| PEO [Member] | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[7] |
4,318,227
|
[6] |
6,472,546
|
30,362,017
|
| PEO [Member] | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[8] |
(6,132,401)
|
|
(22,021,635)
|
64,935,446
|
| PEO [Member] | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[9] |
|
|
|
|
| PEO [Member] | Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less the fair value (as of end of prior fiscal year) of prior year awards that failed to vest |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[10] |
5,238,918
|
|
4,128,278
|
5,688,527
|
| PEO [Member] | Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[11] |
|
|
|
|
| PEO [Member] | Charles Kummeth |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
Charles Kummeth
|
|
Charles Kummeth
|
Charles Kummeth
|
| Non-PEO NEO [Member] | Subtract: Grant date fair value of option and stock awards granted in the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[5] |
$ (850,075)
|
|
$ (949,840)
|
$ (1,722,395)
|
| Non-PEO NEO [Member] | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[7] |
1,382,025
|
|
1,106,688
|
10,602,750
|
| Non-PEO NEO [Member] | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[8] |
(877,492)
|
|
(5,636,997)
|
11,789,651
|
| Non-PEO NEO [Member] | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[9] |
|
|
|
|
| Non-PEO NEO [Member] | Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less the fair value (as of end of prior fiscal year) of prior year awards that failed to vest |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[10] |
633,346
|
|
469,566
|
823,785
|
| Non-PEO NEO [Member] | Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during the fiscal year |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[11] |
$ (121,511)
|
|
$ (892,961)
|
|
| Non-PEO NEO [Member] | Jim Hippel |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
Jim Hippel
|
|
Jim Hippel
|
Jim Hippel
|
| Non-PEO NEO [Member] | Will Geist |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
Will Geist
|
|
Will Geist
|
|
| Non-PEO NEO [Member] | Kim Kelderman |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
Kim Kelderman
|
|
Kim Kelderman
|
Kim Kelderman
|
| Non-PEO NEO [Member] | Shane Bohnen |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
Shane Bohnen
|
|
|
|
| Non-PEO NEO [Member] | Brenda Furlow |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
Brenda Furlow
|
|
Brenda Furlow
|
Brenda
Furlow
|
| Non-PEO NEO [Member] | Dave Eansor |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Name |
|
|
|
Dave Eansor
|
Dave Eansor
|
|
|