Item 5. Stockholder Proposal: Political Disclosure

James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, beneficial owners of 25 shares of Bio-Rad common stock, have notified Bio-Rad that their designee, John Chevedden, intends to present the following proposal for consideration at the annual meeting. In accordance with the applicable proxy regulations, the text of the stockholder proposal, supporting statement and any graphics are set forth immediately below.

Bio-Rad is not responsible for the content of this stockholder proposal or the accuracy of the supporting statement.

Stockholder Proposal:

Proposal 5 –Political Disclosure

Resolved: James McRitchie, of CorpGov.net, requests Bio-Rad Laboratories Inc. (“Bio-Rad” or “Company”) provide a report, updated semiannually, disclosing Bio-Rad’s:

The report shall be presented to the board of directors or relevant board committee and posted on Bio-Rad’s website within 12 months after the annual meeting. This proposal does not encompass lobbying spending.

Supporting Statement: As long-term shareholders of Bio-Rad, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

Political spending can adversely impact a company’s reputation, value, and bottom line. The risk is especially serious when involving trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes companies might not otherwise support.

The Conference Board’s “Under a Microscope”⁽¹⁾ details these risks, recommends the process suggested in this proposal, and warns:

a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity—and the risks that come with it—into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values.

We ask Bio-Rad to disclose all its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes–and are otherwise undisclosed. This would bring our Company in line with leading companies, including Becton, Dickinson and Company, Bristol-Myers Squibb Company, and Boston Scientific Corp.

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Without knowing the recipients of Bio-Rad’s political dollars, we cannot assess alignment with its policies on climate change and sustainability or other areas of concern. Bio-Rad is a controlled company with a dual-class structure. It is, therefore, even more critical that the Board hear from independent shareholders on this issue to avoid groupthink and risk. Bio-Rad ranks in the bottom tier for 2022 CPA-Zicklin Index disclosure⁽²⁾.

(1) https://www.conference-board.org/publications/

(2) https://www.politicalaccountability.net/wp-content/uploads/2022/10/2022-CPA-Zicklin-Index.pdf

Enhance Shareholder Value, Vote FOR Political Disclosure – Proposal 5

Board’s Statement in Opposition:

Bio-Rad’s Code of Business Ethics and Conduct prohibits use of the “company’s time, funds, or other resources to advance or support any political cause or candidate.” Pursuant to these principles, the Company does not intend to make any monetary or non-monetary contributions or expenditures to participate in or intervene in any political campaigns, elections or referendums. Accordingly, the Board of Directors believes that the report described in the stockholder proposal is unnecessary and recommends that you vote AGAINST the stockholder proposal.

The Board of Directors recommends that you vote AGAINST this stockholder proposal.

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Biographical information regarding Norman Schwartz is provided in the preceding pages. Biographical information regarding Michael Crowley, Diane Dahowski, Ilan Daskal, Timothy S. Ernst, Dara Grantham Wright, Andrew J. Last, and Simon May, is set forth below.

Michael Crowley was appointed Executive Vice President, Global Commercial Operations in December 2014. Previously he was Vice President, Commercial Manager, Europe from 2012 to 2014 and Commercial Manager, Clinical Diagnostics Group, Europe from 2011 to 2012 and Division Manager of the Clinical Diagnostics Group North American Sales Organization from 2008 to 2011. Prior to that, he was the Clinical Diagnostics U.S. National Sales Manager since joining Bio-Rad in 1998.

Diane Dahowski was appointed Executive Vice President, Global Supply Chain in February 2020. Previously she was Senior Vice President, Global Technology & Systems from 2014 to 2020, and SVP, Clinical Diagnostics Group U.S. Operations from 2008 to 2014. Prior to that she held various positions within Bio-Rad since joining us in 1988, including VP, Clinical Immunology Division, VP Clinical Systems Division, and VP, North America Commercial Operations.

Ilan Daskal was appointed Executive Vice President and Chief Financial Officer in April 2019. Prior to joining Bio-Rad, Mr. Daskal, was the Chief Financial Officer of Lumileds, a global leader in advanced lighting technology, from May 2017 to January 2019. From 2015 through 2016, Mr. Daskal held multiple short-term Chief Financial Officer roles with private and public companies including Aricent Inc., a global design and engineering company, Cepheid, a molecular diagnostic company, and SunEdison Inc., a renewable energy company. Prior to that, from 2008 to 2015, Mr. Daskal was the Executive Vice President and Chief Financial Officer at International Rectifier Corporation, a leader in power management semi-conductor technology that was publicly traded until it was acquired by Infineon Technologies in 2015.

Timothy S. Ernst was appointed Executive Vice President, General Counsel and Secretary in June 2016. Previously he was Senior Vice President, General Counsel and Secretary of Big Heart Pet Brands, a manufacturer and marketer of branded pet food products, from 2014 to 2015. Prior to that, he was the Senior Vice-President, General Counsel and Secretary of Del Monte Foods, a manufacturer and marketer of consumer food products, from 2012 to 2014, and Associate General Counsel and Assistant Secretary of Del Monte Foods from 1995 to 2012. He was the Associate General Counsel of California and Hawaiian Sugar Company, a refiner and marketer of sugar and sugar products, from 1990 to 1995. He is a member of the California Bar and Association of Corporate Counsel.

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Dara Grantham Wright was appointed Executive Vice President, President, Clinical Diagnostics Group in January 2020. Prior to joining Bio-Rad, from 2016 to November 2019 Ms. Grantham Wright was Vice President and General Manager, Biosciences Division, Life Science Solutions Group, Protein & Cell Analysis at Thermo Fisher Scientific Inc., a biotechnology product development company. From 2014 to 2016, Ms. Grantham Wright was Senior Vice President & General Manager, eBioscience Business Unit at Affymetrix, Inc., a manufacturer of DNA microarrays that was acquired by Thermo Fisher Scientific in 2016. Prior to that, from 2013 to 2014, she was Chief Commercial Officer at Boreal Genomics, Inc., a company that develops new technologies for blood-based detection and monitoring of circulating tumor DNA. From 2010 to 2013 she was Global Vice President of Strategic Marketing and Clinical Applications at Affymetrix, Inc.

Andrew J. Last was appointed Executive Vice President and Chief Operating Officer in April 2019. Prior to joining Bio-Rad, Dr. Last was the Chief Commercial Officer of Berkeley Lights, Inc., a digital cell biology company that develops and commercializes platforms for the acceleration of discovery, development and delivery of cell-based products and therapies, from December 2017 to April 2019. From 2016 through 2017, Dr. Last was the Chief Operating Officer of Intrexon Corporation, a publicly traded biotechnology company. Prior to that, from 2010 to 2016, Dr. Last held senior roles at Affymetrix, Inc., a company that manufactures DNA microarray solutions, including most recently the role of Executive Vice President and Chief Operating Officer. Dr. Last’s other previous global leadership roles have included senior positions with Becton, Dickinson and Company from 2004 to 2010; Applied Biosystems from 2002 to 2004; Incyte Genomics from 1999 to 2002; and Monsanto Company from 1987 to 1999. Dr. Last also currently serves on the Board of Directors of OncoCyte Corporation, a publicly traded molecular diagnostics company.

Simon May was appointed Executive Vice President, President, Life Science Group in January 2022. Previously Dr. May was Senior Vice President and General Manager of the Digital Biology Group from 2020 to 2022, Senior Vice President, Commercial Manager from 2015 to 2020, and Vice President, North American Sales from 2014 to 2015. Prior to joining Bio-Rad in 2014, Dr. May held various leadership roles in sales and product/portfolio management at Thermo Fisher Scientific Inc., a biotechnology product development company, from 2004 to 2014. He holds a PhD in Molecular Biology and acquired hands-on expertise in molecular biology and tissue culture techniques as a Postdoctoral Research Fellow at the University of Liverpool.

Our executive officers also serve in various management capacities with our wholly owned subsidiaries.

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Principal and Management Stockholders

The following table presents certain information as of February 24, 2023 (except as noted below), with respect to our Class A Common Stock and Class B Common Stock beneficially owned by: (i) any person who is known to us to be the beneficial owner of more than five percent of the outstanding Common Stock of either class, (ii) each of our directors and our director nominees, (iii) certain of our executive officers named in the “Summary Compensation Table” of this proxy statement and (iv) all of our directors and executive officers as a group. The address for all executive officers and directors is c/o Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California, 94547.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, including the Company’s Chairman and President and Chief Executive Officer. Based on the review and discussions referred to above, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the annual report on Form 10-K for the fiscal year ended December 31, 2022 and this proxy statement.

The Compensation Committee report shall not be deemed “soliciting material” or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act and shall not otherwise be deemed filed under these Acts.

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COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

We maintain various compensation programs for our named executive officers. Our executive compensation program, taken as a whole, has several objectives. The overriding objective of our executive compensation program is to attract, retain, motivate and develop the type of executives who will establish and execute strategic initiatives that help us to continue to grow a profitable business. We also want our executive compensation program to help align the interests of the executives with the interests of the Company and its stockholders. Finally, we want to reward our executives for business achievements and satisfaction of corporate objectives without creating risks which could have a material adverse effect on the Company.

In developing our overall executive compensation program and in setting individual pay levels for the named executive officers, we strive to meet the following goals:

Our executive compensation program is designed to reward our executives for Company and individual performance. Because we feel that each of our named executive officers provides unique services to us, we do not use a fixed relationship between base pay, annual performance-based cash bonus payments and equity awards. When we make our final decisions about a named executive officer’s total compensation package for a year, we look at the three primary elements of compensation (base pay, potential performance-based bonus payments and equity awards) individually and as a complete package. Overall, we believe that our total compensation program for executives is reasonable while being competitive within the market in which we compete for executive talent and does not create risks that are reasonably likely to have a material adverse effect on the Company.

STOCKHOLDER SAY-ON-PAY VOTE

At our 2020 meeting of stockholders, we provided our stockholders with the opportunity to cast an advisory vote on executive compensation. 97% of the shares represented in attendance or by proxy and entitled to vote on this “2020 say-on-pay vote” were voted in favor of the proposal. We have considered the 2020 say-on-pay vote, and we believe that the substantial support of our stockholders for the 2020 say-on-pay vote proposal indicates that our stockholders are generally supportive of our approach to executive compensation. Thus, we have not made any material changes to our executive compensation arrangements in response to the 2020 say-on-pay vote. At our 2017 meeting of stockholders, our stockholders voted in favor of the proposal to hold say-on-pay votes every three years. Accordingly, the next say-on-pay advisory vote will be held this year at our 2023 meeting of stockholders. We will also hold an advisory vote this year at our 2023 meeting of stockholders concerning the frequency of the say-on-pay advisory vote. In the future, we will continue to consider the outcome of our say-on-pay votes when making compensation decisions regarding the named executive officers.

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We use this mix of compensation types for a variety of reasons:

We provide executives with a package of fringe benefits on the same basis that is provided to all full-time benefits eligible employees. These benefits include such items as health insurance, tax qualified profit sharing plan contributions and group term life insurance. We do not provide the executives with any benefits that are not generally available to other full-time professional employees, other than the benefits provided to participants under the Executive Change in Control Severance Plan adopted in February 2022, which are described in this proxy statement under the heading “Potential Payments Upon Termination or Change in Control.”

We believe that our executive compensation program, taken as a whole, is a cost-effective method of providing competitive pay to our named executive officers and implementing our compensation philosophy and objectives.

OUR PROCESS FOR SETTING EXECUTIVE COMPENSATION

Our Human Resources Department provides various types of compensation information to the President/Chief Executive Officer and to the Compensation Committee for their consideration and reference. The Compensation Committee’s focus is on the compensation of the President/Chief Executive Officer and the incentive bonus and equity awards of the named executive officers.

The President/Chief Executive Officer determines the base pay for the other named executive officers. Our process for setting executive compensation is described below.

In connection with setting levels of base pay, our Human Resources Department reviews independently published surveys of executive compensation levels, which cover over 1,000 U.S. based companies varying in size and industry and prepares a report summarizing their findings. In 2022, Compensia, Inc. acted as a compensation advisor to our Compensation Committee. In 2022, our Human Resources Department also reviewed data from the Radford Technology Survey, which provides data from a wide range of technology sub-industries, and Main Data Group, Inc., which provides compensation information for executive positions in publicly traded peer companies. From this information, our Human Resources Department determined the market salary at the median level for each comparable executive position. In addition, we review the compensation of a smaller

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group of companies in industry sectors in which we compete to provide additional guidance in setting base pay. This group consists of the companies in our peer group. We consider a number of potential criteria to determine which companies to include in our peer group, including companies in our industry of comparable size as measured by sales, market capitalization or asset base, in our geographic proximity, and with whom we compete for employee talent.

In 2022 the companies we considered comprising our peer group were:

The 2022 peer group was modified relative to our 2021 peer group as follows: The following six companies were removed: Edwards Lifesciences Corporation, Hill-Rom Holdings, Inc., ICON plc, PRA Health Sciences, Inc., Syneos Health, Inc. and Varian Medical Systems, Inc. The following four companies were added: The Cooper Companies Inc., Dentsply Sirona Inc., Quidel Corporation, and West Pharmaceutical Services, Inc. The 2022 peer group includes twenty-two life sciences and medical products companies with $1 to $5 billion in annual revenues in order to include companies that were of similar size and in similar industries to the Company. The modifications to the peer group were made to more closely align the size and industry of the peer group companies to the size and industry of the Company.

Our Human Resources Department reviews this information with the President/Chief Executive Officer, and with respect to the President/Chief Executive Officer directly with the Compensation Committee, who then decide at their discretion if the individual base pay levels of executives need to be adjusted. Our Compensation Committee does not see any of the individual companies in the surveys, except for the companies within our peer group with respect to our President/Chief Executive Officer’s base pay. Other factors considered in determining base pay, in addition to the survey and peer group information presented by the Human Resources Department, are:

Based on all of the factors outlined above, as well as the market data, the Compensation Committee, in the case of the President/Chief Executive Officer, and the President/Chief Executive Officer, for the other named executive officers, determine the named executive officer’s base pay for the following year, and thus any of these criteria could materially impact the named executive officer’s base pay.

In 2022, each of our named executive officers received a merit increase to his/her base pay based on the factors described above. These increases ranged from 4% to 15.85% of base pay and were effective as of April 1, 2022, except for Dr. May’s salary increase, which was effective January 4, 2022 when he became an executive officer. As a result, our named executive officers’ annual base salaries effective April 1, 2022 were as follows: Mr. Schwartz: $1,040,000; Mr. Daskal: $596,500; Dr. Last $646,000; Ms. Grantham Wright: $546,009; and Dr. May: $500,000.

All of our named executive officers participate in our company-wide annual cash bonus program, which is known as the Incentive Bonus Plan, or IBP. The plan, which covers all of the named executive officers, as well as other employees, operates on a calendar year basis. At the beginning of the year, objective performance metrics in areas of achievement are determined and approved by executive management. In 2022 the metrics were:

Depending on which part of our organization an employee works, these metrics are applied at the company-wide or Corporate level, or at a combination of the Corporate and business group levels. The bonuses of all our named executive officers were based on the following weighting of these metrics: Corporate Sales (50%), Corporate OI (30%) and a Group metric objective relating to deployment of sales and operations planning (“S&OP”) (20%).

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The following table shows our financial goals under the IBP for fiscal 2022 relevant to our named executive officers for Corporate and Group Metric goals, and our performance compared to those goals (in millions):

		IBP Target Plan		Adjusted Target Plan(1)		Actual		Adjusted Results(2)		% of Target(3)
Corporate Goals	Sales	$2,927.5		$2,842.4		$2,802.2		$2,797.2		98.4	%
	Operating Income (OI)	$531.8		$509.6		$482.6		$478.1		93.8	%
Group Metric Goals	S&OP Deployment	100%		100%		100.0%		100.0%		100.0	%
(1) We have the ability to modify the goals after the beginning of a year, particularly in response to an unforeseen change in business conditions that makes an established goal irrelevant or inappropriate, subject to the approval of our Chief Executive Officer. In 2022, we adjusted our IBP Target Plan Corporate Sales goal and IBP Target Plan Corporate OI goal to account for the effect of foreign currency. (2) We also have the ability to modify the calculation of the achievement of the results after the beginning of a year, particularly in response to an unforeseen change in business conditions, subject to the approval of our Chief Executive Officer. In 2022, we modified the Sales achievement and the OI achievement to account for certain legal matters, restructurings, and corrections to certain accounting policies. (3) Includes the effects of the adjustments and achieved results for our named executive officers as described in footnotes 2 and 3 above.

 

We believe these performance metrics promote a strong link between employee contribution and overall company performance. By rewarding employees for meeting and exceeding goals for sales, global operating income and a group metric objective, we motivate them to improve the Company’s performance.

The IBP makes a payout only if threshold levels equal to 95% of the sales goals, and/or 90% of the operating income goals, and/or 50% of the group metric objective are satisfied. In order for the group metric objective to be paid, the threshold level of corporate operating income must be achieved. If the sales, and/or operating income, and/or group metric objective goal is met, the named executive officers as well as other IBP participants receive a payment indexed to a percentage of their base pay, based on the achievement relative to each of the established metrics. The percentage of base pay which can be awarded varies based upon job position/salary grade. In 2022 the target bonuses for our named executive officers as a percentage of their base pay were as follows: Mr. Schwartz: 125% (increased from 115% in 2021); Mr. Daskal: 75% (increased from 65% in 2021); Dr. Last: 85% (increased from 80% in 2021); Ms. Grantham Wright: 70% (increased from 55% in 2021); and Dr. May: 70% (increased from 55% in 2021). The payments under this program can be as much as twice the target bonus, but the named executive officers (as well as the other people who participate in the IBP) will not receive this benefit unless we meet the minimum required performance goals for each performance measure.

The IBP also has an individual component, which allows managers to adjust the calculated financial award upward or downward by up to 20%, based on a manager’s assessment of the contribution of the participant and of the participant’s small team toward the financial results that the Company achieves. In 2022, the IBP awards for all named executive officers were not adjusted for this individual component of the IBP.

With respect to bonuses awarded for 2022, our named executive officers achieved 86.8% of their target bonus opportunity. Payments are typically made during the first quarter of the following year.

We establish the individual target bonus levels, in part, by reviewing competitive market data of companies in our peer group described above. The individual target bonus levels for our named executive officers in 2022 are set forth in the “Grants of Plan-Based Awards Table,” and the bonuses paid to our named executive officers under the 2022 IBP are set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

Our Company also reserves the right to award discretionary bonus payments to employees. No such payments were made to any of the named executive officers in the last year.

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EQUITY COMPENSATION

Another key component of our executive compensation program is equity grants. We make grants of restricted stock units and performance stock units to the named executive officers, as well as other employees, under our 2017 Incentive Award Plan.

In 2022, we granted Class A common stock performance stock units (“PSUs”) and Class A common stock restricted stock units (“RSUs”) to our named executive officers. Prior to 2022, our named executive officers were granted non-qualified stock options instead of PSUs. We generally granted options to purchase Class A Common Stock and Class A Common Stock RSUs to all named executive officers. In certain years prior to 2017, Norman Schwartz received options to acquire Class B Common Stock and Class B Common restricted stock units. The holders of Class B Common Stock have certain preferential voting rights, as described in the section titled “General Information About the Meeting and Voting” above.

The PSUs granted to our named executive officers in 2022 have a three-year performance period that begins on January 1, 2022 and ends on December 31, 2024 and vest following the end of the performance period subject to the holder’s continued employment with the Company. The performance measure is adjusted EBITDA margin, and achievement is measured against a target for fiscal year 2024. The PSUs are subject to acceleration of 1/3 of the target number of PSUs if Bio-Rad meets or exceeds an adjusted EBITDA margin target for fiscal year 2023, and if Bio-Rad does not meet or exceed the adjusted EBITDA margin target at that time, then 100% of the target shares remain available, subject to continued employment with the Company. A threshold number of shares may be issued in settlement of the PSUs equal to 50% of the target number of PSUs subject to attainment of the threshold adjusted EBITDA margin goal for 2024. The maximum number of shares that may

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be issued in settlement of the PSUs is two times the target number of PSUs subject to attainment of the maximum adjusted EBITDA margin goal. In the event of a “change in control” (as defined in the 2017 Incentive Award Plan), the PSUs will accelerate in full at the greater of actual or target performance.

RSUs granted to our named executive officers in 2022 vest on a four-year basis at a rate of 25% per year beginning one year from the grant date subject to continued employment with the Company. We granted a combination of RSUs and PSUs to our named executive officers to align ourselves with current market equity compensation practices. Prior to 2020, options that were granted generally vested on a five-year basis at a rate of 20% of the option grant on each anniversary date of the grant subject to continued employment with or service to the Company, and RSUs generally vested on a five-year basis at a rate of 20% per year beginning one year from the grant date subject to continued employment with the Company.

Our process for granting equity to named executive officers was as follows: first we consulted with our compensation advisor Compensia, Inc. about current market practices. Then, we conducted a general review of certain market information provided by outside independent equity compensation surveys, which cover large numbers of U.S. companies varying in size and industry. In 2022 we determined competitive market grant levels using the Radford Technology Survey and information from Main Data Group, Inc. Next, we considered the size of the equity pool, which contains a number of shares that approximates a percentage of our outstanding shares as of the prior year, which in 2022 was 0.6%. The amount of equity available for grant to all eligible employees, including our named executive officers, is generally limited by the size of this equity pool. Subject to this limitation and based on the market information, our Human Resources Department created individual equity grant recommendations, which provided a range of potential PSU grants and RSU grants based on job position/salary grade, including for the positions of our named executive officers.

Using the equity grant recommendations created by our Human Resources Department and considering individual performance, management suggested an allocation of the equity pool among all eligible employees to the Compensation Committee. The Compensation Committee reviewed the suggested allocation of awards and made a recommendation to the entire Board of Directors. Based on the Compensation Committee’s recommendation, the Board of Directors made its own determination as to the size and mix of the grants to individuals. The Board provided the approved equity grant and pricing information to the President/Chief Executive Officer for implementation. The Board of Directors met and approved the 2022 equity grants to our named executive officers on September 1, 2022, with a grant date of September 1, 2022. The equity grants for our named executive officers in 2022 are set forth in the “Grants of Plan-Based Awards Table.”

Our 2007 Incentive Award Plan and our 2017 Incentive Award Plan provide that in the event of a “change in control,” all equity awards will become fully exercisable and all forfeiture restrictions on such awards will lapse immediately prior to such change in control, unless otherwise specified in any applicable award agreement. The award agreements with respect to our outstanding restricted stock unit awards granted prior to 2016 provide that no such acceleration shall apply when the successor corporation assumes the equity awards or substitutes equivalent rights for such awards. In February 2022, our board of directors adopted an Executive Change in Control Severance Plan, which provides for the payment of certain severance and other benefits to participants, including each of our named executive officers, in the event of a qualifying termination of employment with us. Under the Executive Change in Control Severance Plan, in the event of a termination of the executive’s employment that is (i) by the Company for any reason other than for “cause,” (ii) as a result of the participant’s death or “disability,” or (iii) by the participant for “good reason,” in each case, during the two year period beginning on, and following, the date of a “change in control” (as defined in the plan), amongst other benefits which are described in this proxy statement under the heading “Potential Payments Upon Termination or Change in Control”, the executive will be eligible for accelerated vesting of 100% of the total number of shares subject to each equity award held by the executive (with any awards subject to performance vesting to be determined pursuant to the applicable award agreement).

We believe that the grant of RSUs and PSUs provides benefits to both the Company and the executive. We benefit because:

•

The RSUs and the PSUs help to align the executive’s financial interest with the Company’s and the stockholders’ long-term interests.

•

The RSUs and PSUs help us retain the executives in a competitive market.

The executives benefit because:

•

They can realize additional income as grants vest or if our shares increase in value.

In June 2022, the Company adopted stock ownership guidelines for senior executives at the executive vice president level and above, including our named executive officers. Stock ownership guidelines align the executives’ long-term financial interests with those of stockholders. Each executive has five years from the later of the date of adopting the guidelines or the date of becoming an executive vice president or above to meet the target. The CEO target is the number of shares with a market value equal to five times salary, and the target for other executives subject to the guidelines are the number of shares with a market value equal to two times salary. Shares counted toward the guidelines include: (i) shares held of record or in a brokerage account by the senior executive or his or her spouse; (ii) vested deferred compensation; (iii) vested options; and (iv) unvested restricted stock or RSUs. All of our named executive officers are in compliance with these guidelines.

Our insider trading policy prohibits our officers, directors, employees and consultants from engaging in (i) hedging transactions or similar arrangements that have the effect of offsetting any decrease in the market value of the Company’s securities, (ii) short sales, and (iii) transactions in publicly traded options.

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OTHER COMPENSATION

The Company provides its executive officers with the following benefits that are also available to all of its regular status employees:

401(k) Plan

The Company offers to all regular status employees the opportunity to participate in a 401(k) Profit Sharing Plan. The 401(k) Profit Sharing Plan permits eligible employees of the Company to defer up to 50% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. The Company also provides a discretionary profit sharing contribution to all regular status employees with more than six months of service. The profit sharing contribution is subject to vesting for three years from the employee’s hire date. The profit sharing contribution is made on a bi-weekly basis, vests at the end of the applicable quarter if the employee has been employed for three years, and is subject to certain limitations imposed by the Code and the 401(k) Plan rules. In 2022, all of our named executive officers received a contribution in the amount of $15,250 from the Company.

Health and Welfare Benefits

The Company’s healthcare, disability insurance, and other welfare and employee-benefit programs are the same for all eligible regular status employees, including executive officers. Because of the importance placed by the Company on the health and welfare of its employees, the Company paid 80% of the premiums associated with these programs on behalf of all of its regular status employees and their dependents in 2022.

Term Life Insurance

In addition to the foregoing, the Company also provides all regular status employees with term life insurance coverage of two times annual salary up to a maximum of $750,000.

We have no employment agreements with our named executive officers, and therefore, there are no individual written agreements that would provide them with additional perquisites. There are no formal or informal corporate policies that provide perquisites or other personal benefits (that are not integrally and directly related to the performance of the executive’s duties) to our named executive officers which are not available to the general employee population.

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INTERNAL PAY EQUITY

Our compensation programs are designed so that potential realizable compensation is set relative to each executive’s level of responsibility and potential impact on our performance. While the compensation levels and design may be similar for executives at the same level, actual compensation may vary due to changes in an executive’s base salary and individual performance over time.

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TAX CONSIDERATIONS

Section 162(m) of the Code limits the tax deductibility by us of annual compensation in excess of $1,000,000 paid to our “covered employees,” including the named executive officers.

The Compensation Committee may consider the anticipated tax treatment to us and our executive officers when reviewing executive compensation and our compensation programs. The deductibility of some types of compensation payments can depend upon the timing of an executive’s vesting or exercise of previously granted rights or termination of employment. Interpretations of and changes in applicable tax laws and regulations, as well as other factors beyond the Compensation Committee’s control, also can affect the deductibility of compensation.

 

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Compensation Tables

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned by our named executive officers as a result of company operations for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Norman Schwartz	2022	1,030,154	—	5,398,348	—	1,073,406	26,077	7,527,985
President, Chief Executive Officer and Chairman	2021	987,885	—	4,126,907	1,423,476	2,132,330	25,327	8,695,925
	2020	986,538	—	3,785,446	1,193,773	2,000,094	26,572	7,992,423
Ilan Daskal Executive Vice President and Chief Financial Officer	2022	580,241	—	1,800,098	—	353,331	18,862	2,752,532
	2021	526,706	—	1,485,654	434,657	639,314	18,112	3,104,443
	2020	530,654	—	1,135,634	319,792	612,844	11,506	2,610,430
Andrew J. Last	2022	638,566	—	2,249,393	—	457,382	20,794	3,366,135
Executive Vice President Chief Operating Officer	2021	610,760	—	2,063,453	603,703	913,453	20,044	4,211,413
	2020	612,346	—	1,892,723	532,987	871,437	14,659	3,924,152
Dara Grantham Wright	2022	539,915	—	1,349,830	—	293,483	16,130	2,199,358
Executive Vice President, President, Clinical Diagnostics Group	2021	516,101	—	1,321,034	386,494	531,576	15,380	2,770,585
	2020	519,231	200,000	908,612	255,863	503,456	164,498	2,551,660
Simon May(4) Executive Vice President, President, Life Science Group	2022	499,737	—	1,349,830	—	270,845	17,182	2,137,594
(1) The amounts reported under “Stock Awards” and “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Stock Awards for 2022 reflects the grant date fair value of (a) performance stock units at 100% of target, and (b) restricted stock units. Stock Awards for 2021 and 2020 reflects the grant date fair value of restricted stock units. We based the fair value of stock awards on the market price of the shares awarded on the grant date. We calculated the value of stock option awards using the Black-Scholes option-pricing model. The valuation assumptions used in the valuation of option awards may be found in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Please see the “Grants of Plan-Based Awards Table” for more information regarding equity awards granted during fiscal year 2022. Below are the grant date fair values of the 2022 performance stock units at 100% of target and at a maximum payout of 200% of target.

	Name	Fair Value at Target Payout ($)	Fair Value at Maximum Payout ($)
	Norman Schwartz	1,349,830	2,699,660
	Ilan Daskal	450,268	900,536
	Andrew J. Last	562,591	1,125,182
	Dara Grantham Wright	337,458	674,916
	Simon May	337,458	674,916
(2) “Non-Equity Incentive Plan Compensation” is composed entirely of cash bonuses awarded under the IBP with respect to performance during the 2020, 2021 and 2022 fiscal years, respectively. Further information about the IBP can be found in the text in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” Amounts earned in 2020 were paid during fiscal year 2021, amounts earned in 2021 were paid during fiscal year 2022 and amounts earned in 2022 were paid in fiscal year 2023. (3) “All Other Compensation” for 2022 represents: contributions to each named executive officer of $15,250 to our tax qualified profit sharing plan; and term life insurance costs paid on behalf of the named executive officers. (4) Dr. May became a named executive officer for the first time for the fiscal year ended December 31, 2022.

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GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information about equity and non-equity awards granted to named executive officers in 2022 (the named executive officers participate in both a cash based incentive program and an equity program):

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other  Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)(4)
		Threshold ($)(1)	Target ($)(1)	Maximum ($)(1)	Threshold (#)(2)	Target (#)(2)	Maximum (#)(2)
Norman Schwartz	—	618,542	1,237,085	2,474,170
	9/1/2022				1,388	2,776	5,552		1,349,830
	9/1/2022							8,326	4,048,518
Ilan Daskal	—	203,604	407,209	814,418
	9/1/2022				463	926	1,852		450,268
	9/1/2022							2,776	1,349,830
Andrew J. Last	—	263,563	527,126	1,054,252
	9/1/2022				579	1,157	2,314		562,591
	9/1/2022							3,469	1,686,802
Dara Grantham Wright	—	169,117	338,235	676,470
	9/1/2022				347	694	1,388		337,458
	9/1/2022							2,082	1,012,372
Simon May	—	156,072	312,144	624,288
	9/1/2022				347	694	1,388		337,458
	9/1/2022							2,082	1,012,372
(1) These amounts represent threshold, target and maximum amounts that could have been earned for fiscal year 2022 pursuant to the IBP. Actual amounts earned for fiscal year 2022 are included in the “Summary Compensation Table” above. A detailed description of our Cash Based Incentive Program is discussed above in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” (2) Represents the range of potential future payout amounts under grants of performance stock units made in 2022 under our 2017 Incentive Award Plan. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (3) Represents restricted stock unit grants made under our 2017 Incentive Award Plan. Restricted stock units granted vest over a four-year period at a rate of 25% per year on each anniversary of the grant date, subject to continued employment. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (4) The amounts set forth in the “Grant Date Fair Value of Stock Awards” column are the full grant date fair values of the awards determined in accordance with FASB ASC Topic 718 Compensation – Stock Compensation. The valuation assumptions used in determining these amounts are described in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. For performance stock units, the number of shares used is the target number of performance stock units.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information on the holdings of equity awards by the named executive officers as of December 31, 2022:

Name	Grant Date	Option Awards					Stock Awards
		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable(1)	Option Exercise Price ($)(2)	Option Expiration Date(3)		Number of Shares or Units of Stock That Have Not Vested (#)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(6)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Norman Schwartz	9/11/2013	39,000	—	117.50	9/11/2023		—	—	—	—
	9/10/2014	35,000	—	119.80	9/10/2024		—	—	—	—
	9/11/2015	16,000	—	139.56	9/11/2025		—	—	—	—
	9/7/2016	15,000	—	159.32	9/7/2026		—	—	—	—
	9/5/2017	13,000	—	215.98	9/5/2027		—	—	—	—
	9/4/2018	10,400	2,600	326.15	9/4/2028		2,600	1,093,274	—	—
	9/3/2019	6,957	4,640	333.34	9/3/2029		4,640	1,951,074	—	—
	9/2/2020	3,610	3,610	524.30	9/2/2030		3,610	1,517,969	—	—
	9/1/2021	1,266	3,798	814.95	9/1/2031		3,798	1,597,021	—	—
	9/1/2022	—	—	—	—		8,326	3,501,000	1,388	583,640
Ilan Daskal	4/8/2019	700	1,400	309.84	4/8/2029		1,400	588,686	—	—
	9/2/2020	542	1,084	524.30	9/2/2030		1,084	455,811	—	—
	9/1/2021	455	1,368	814.95	9/1/2031		1,368	575,230	—	—
	9/1/2022	—	—	—	—		2,776	1,167,280	463	194,687
Andrew J. Last	4/29/2019	1,000	2,000	299.24	4/29/2029		2,000	840,980	—	—
	9/2/2020	1,804	1,806	524.30	9/2/2030		1,806	759,405	—	—
	9/1/2021	633	1,899	814.95	9/1/2031		1,899	798,511	—	—
	9/1/2022	—	—	—	—		3,469	1,458,680	579	243,464
Dara Grantham Wright	12/16/2019	1,506	1,005	366.89	12/16/2029		1,005	422,592	—	—
	9/2/2020	866	867	524.30	9/2/2030		867	364,565	—	—
	9/1/2021	405	1,216	814.95	9/1/2031		1,216	511,316	—	—
	9/1/2022	—	—	—	—		2,082	875,460	347	145,910
Simon May	9/4/2018	—	—	—	—		600	252,294	—	—
	9/3/2019	—	—	—	—		1,052	442,355	—	—
	9/2/2020	—	—	—	—		819	344,381	—	—
	9/1/2021	—	—	—	—		1,115	468,846	—	—
	9/1/2022	—	—	—	—		2,082	875,460	347	145,910
A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation — Equity Compensation.”
(1) Options granted prior to 2020 vest over five years at 20% per year on each anniversary date of the grant, subject to continued employment or service. Options granted in 2020 or after vest over four years at 25% per year on each anniversary date of the grant, subject to continued employment or service. (2) The exercise price of Class A and Class B option awards is the closing price of the Company’s Common Stock on the grant date. (3) Options granted have a ten-year term. (4) Restricted stock units granted prior to 2020 vest over a five-year period at a rate of 20% per year on each anniversary of the grant date, subject to continued employment. Restricted stock units granted in 2020 or after vest over a four-year period at a rate of 25% per year on each anniversary of the grant date, subject to continued employment. (5) Market Value is calculated based on closing price of the Company’s Common Stock on December 30, 2022, which was $420.49 for Class A shares. (6) Number of performance stock units is based on achievement of minimum threshold performance.

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OPTION EXERCISES AND STOCK VESTED TABLE

The following table provides information on the actual value realized upon exercise of stock options and vesting of restricted stock by the named executive officers in 2022:

Name	Option Awards			Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Norman Schwartz	39,250	15,227,430		10,590	5,075,448
Ilan Daskal	—	—		1,696	898,027
Andrew J. Last	—	—		2,535	1,251,301
Dara Grantham Wright	—	—		1,340	608,850
Simon May	—	—		2,506	1,201,612
(1) Represents the dollar value realized based on the difference between the closing price of the Company’s applicable class of Common Stock on the date of exercise (or sales price if sold on the date of exercise) and the exercise price of the option. (2) Represents the dollar value based on the closing price of the Company’s applicable class of Common Stock on the vesting date.

PENSION BENEFITS

Our named executive officers received no benefits in fiscal 2021 under defined benefit pension plans.

NONQUALIFIED DEFERRED COMPENSATION PLANS

We do not maintain any nonqualified deferred compensation plans.

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

As discussed in the next paragraphs, additional payments are provided to named executive officers upon their resignation, termination, retirement or upon a change of control pursuant to: (i) provisions in our 2007 Incentive Award Plan and 2017 Incentive Award Plan, (ii) our discretionary severance benefits, (iii) the Company’s employment offer letters with Mr. Daskal and Dr. Last, and (iv) our Executive Change in Control Severance Plan.

Our 2007 Incentive Award Plan and our 2017 Incentive Award Plan provide that in the event of a “change in control,” all equity awards will become fully exercisable and all forfeiture restrictions on such awards will lapse immediately prior to such change in control, unless otherwise specified in any applicable award agreement. The award agreements with respect to our outstanding restricted stock unit awards granted prior to 2016 provide that no such acceleration shall apply when the successor corporation assumes the equity awards or substitutes equivalent rights for such awards. Under the terms of the PSU award agreements, in the event of a “change in control”, the PSUs will accelerate in full at the greater of actual or target performance.

Other than with respect to Mr. Daskal and Dr. Last and other than pursuant to our Executive Change in Control Severance Plan discussed in the next paragraph, our severance benefits are discretionary, and may be provided when we terminate an individual’s employment in the normal course of business and the termination is not “for cause.” Pursuant to our discretionary internal guidelines, our named executive officers other than Mr. Daskal and Dr. Last could be eligible to receive the estimated severance pay indicated below. The Company’s employment offer letters with Mr. Daskal and Dr. Last provide that if their employment is terminated by the Company without good cause, they will be entitled to a lump sum severance payment equal to one-year of their then current annual base salary provided that they first enter into a full release of all claims in favor of the Company, its affiliates and their respective officers, directors and employees in a form provided by the Company.

In February 2022, our board of directors adopted an Executive Change in Control Severance Plan, which provides for the payment of certain severance and other benefits to participants, including each of our named executive officers, in the event of a qualifying termination of employment with us. In the event of a termination of the executive’s employment that is (i) by the Company for any reason other than for “cause,” (ii) as a result of the participant’s death or “disability,” or (iii) by the participant for “good reason,” in each case, during the two year period beginning on, and following, the date of a “change in control” (as defined in the Executive Change in Control Severance Plan), the executive will be eligible to receive the following payments and benefits:

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•

A cash payment equal to the product of (i) the executive’s “applicable severance period” (as defined in the plan, and which for Messrs. Daskal, Last and May and Ms. Grantham Wright is 18 months) and (ii) the sum of (a) the participant’s weekly rate of then current annual base salary, plus (b) the participant’s target annual incentive bonus for the year in which such termination occurs divided by fifty-two, payable in a single lump-sum no later than the fifteenth day of the third calendar month after the month in which such termination occurs (Mr. Schwartz does not receive this benefit);

•

A cash payment equal to (i) the amount of any target annual cash incentive bonus for the year in which the termination occurs prorated as of the date of termination and (ii) the amount of any annual cash incentive bonus earned for any fiscal year that ended before the termination date that remains unpaid (if any), payable in a single lump-sum no later than the fifteenth day of the third calendar month after the month in which such termination occurs;

•

Reimbursement of COBRA or Cal-COBRA premium payments for the executive and his or her dependents for up to 18 months for Messrs. Daskal, Last and May and Ms. Grantham Wright (Mr. Schwartz does not receive this benefit);

•

Accelerated vesting of 100% of the total number of shares subject to each equity award held by the executive (with any awards subject to performance vesting to be determined pursuant to the applicable award agreement); and

•

Company-paid outplacement services for 12 months (Mr. Schwartz does not receive this benefit).

Any executive’s right to receive the severance payments and benefits described above is subject to the executive’s delivery, and, as applicable, non-revocation of a general release of claims in our favor, the executive’s resignation from all positions with us, and the executive’s continued compliance with the terms of any confidential information agreement in our favor and agreement to not solicit any of our employees. In addition, in the event that any payment under the Executive Change in Control Severance Plan, together with any other amounts paid to the executive by us, would subject such executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net-tax result for the executive.

The following table sets forth values that could have been realized by our named executive officers as of December 31, 2022 upon a change in control (“CIC”) of our Company, or upon termination of employment of the named executive officers:

Name	Potential Benefits Under Equity Plan Based Upon a Change in Control				Potential Post-Termination Benefits
	Intrinsic Value of Accelerated Stock Options ($)(1)	Intrinsic Value of Accelerated Restricted Stock Units ($)(2)	Intrinsic Value of Accelerated Performance Stock Units ($)(3)		Estimated Cash Payments (Termination Following CIC) ($)(4)	Estimated COBRA Benefit (Termination Following CIC) ($)(5)	Estimated Severance Pay (Without CIC) ($)
Norman Schwartz	649,660	9,660,338	1,167,280		1,237,085	—	1,040,000
Ilan Daskal	154,910	2,787,007	389,374		1,973,021	43,739	596,500
Andrew J. Last	242,500	3,857,576	486,507		2,319,776	46,106	646,000
Dara Grantham Wright	53,868	2,173,933	291,820		1,730,557	43,739	546,009
Simon May	—	2,383,336	291,820		1,587,144	38,044	500,000
(1) Intrinsic value is based on the difference between the closing price of the Company’s applicable class of Common Stock on December 30, 2022 and the exercise price of the option. (2) Intrinsic value is based on the closing price of the Company’s applicable class of Common Stock on December 30, 2022. (3) Intrinsic value is based on the closing price of the Company’s applicable class of Common Stock on December 30, 2022 and the target number of performance stock units. (4) Cash Payments under Executive Change in Control Severance Plan include (A) A cash payment equal to the product of (i) the executive’s “applicable severance period” (as defined in the plan, and which for Messrs. Daskal, Last and May and Ms. Grantham Wright is 18 months) and (ii) the sum of (a) the participant’s weekly rate of then current annual base salary, plus (b) the participant’s target annual incentive bonus for the year in which such termination occurs divided by fifty-two, payable in a single lump-sum no later than the fifteenth day of the third calendar month after the month in which such termination occurs (Mr. Schwartz does not receive this benefit); and (B)A cash payment equal to (i) the amount of any target annual cash incentive bonus for the year in which the termination occurs prorated as of the date of termination and (ii) the amount of any annual cash incentive bonus earned for any fiscal year that ended before the termination date that remains unpaid (if any), payable in a single lump-sum no later than the fifteenth day of the third calendar month after the month in which such termination occurs. (5) Under Executive Change in Control Severance Plan, includes reimbursement of COBRA or Cal-COBRA premium payments for the executive and his or her dependents for up to 18 months for Messrs. Daskal, Last and May and Ms. Grantham Wright (Mr. Schwartz does not receive this benefit).

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PAY RATIO DISCLOSURE

Pursuant to Item 402(u) of Regulation S-K, we are providing the following reasonable estimate of the ratio of the median annual total compensation of all of our employees and the annual total compensation of our CEO, Norman Schwartz.

For 2022:

 

Median Employee Total Compensation	$	79,648
CEO’s Total Compensation	$	7,527,985
Ratio of CEO to Median Employee Total Compensation		95:1

 

The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. Since SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions, the pay ratio reported by other companies may not be comparable to our pay ratio.

As allowed by Item 402(u) of Regulation S-K, we are using the same median employee for our 2022 pay ratio disclosure as we used for our 2021 pay ratio disclosure because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, the methodology that we used was as follows:

•

We chose October 1, 2020 as the date for establishing the employee population used in identifying the median employee. Our employee population included all U.S. and non-U.S full-time, part-time, temporary and seasonal employees, excluding our CEO.

•

We identified a median employee using a consistently applied compensation measure of base salary and base wages, as compiled from our payroll records. We used January 1, 2020- September 30, 2020 as the measuring period. Compensation paid in foreign currency was converted to U.S. dollars based on exchange rates in effect on December 31, 2020. We adjusted base salaries and wages to a nine-month equivalent for any newly hired, full-time employees who were hired between January 1, 2020 and September 30, 2020. No cost-of-living adjustments were made.

•

The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

PAY VERSUS PERFORMANCE TABLE

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021 and 2022, and our financial performance for each such fiscal year:

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
					Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)(1)	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)(1)	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)(2)	Net Income ($)	Operating Income ($)(3)
2022	7,527,985	(8,179,992)	2,613,905	(201,923)	113.64	142.26	(3,627,535,000)	482,616,000
2021	8,695,925	20,595,138	3,192,227	4,907,168	204.19	184.53	4,254,257,000	500,336,000
2020	7,992,423	21,512,399	2,825,690	4,701,780	157.54	133.01	3,814,229,000	421,326,000
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

	Year	PEO	Non-PEO NEOs
	2022	Norman Schwartz	Ilan Daskal, Andrew J. Last, Dara Grantham Wright, and Simon May
	2021	Norman Schwartz	Ilan Daskal, Andrew J. Last, Dara Grantham Wright, and Michael Crowley
	2020	Norman Schwartz	Ilan Daskal, Andrew J. Last, Dara Grantham Wright, and Annette Tumolo

 

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Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
		2020		2021		2022
	Adjustments	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs
	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	(4,979,219)	(1,552,522)	(5,550,383)	(2,000,631)	(5,398,348)	(1,687,288)
	Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	5,810,738	1,777,727	5,069,873	1,910,628	3,112,887	1,702,143
	Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	9,722,027	1,422,262	6,739,338	1,214,409	(8,215,022)	(2,062,446)
	Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	2,966,430	228,623	5,640,385	590,535	(5,207,494)	(768,237)
	TOTAL ADJUSTMENTS	13,519,976	1,876,090	11,899,213	1,714,941	(15,707,977)	(2,815,828)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for PSU awards, the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in-the-money options, the expected life estimated at the grant date reduced by the time lapsed from the grant date to the revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and prior fiscal years.
(2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P 500 Life Sciences Tools & Services Index (the “Peer Group”). (3) Operating Income is a GAAP measure. We selected operating income as the Company Selected Measure because, among other things, operating income is a significantly weighted measure under our cash based-incentive bonus plan.

 

 

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Narrative Disclosure to Pay Versus Performance Table

Relationship Between Financial Performance Measures

The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our operating income, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

 

 

 

 

 

 

 

 

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Pay Versus Performance Tabular List

We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2022:

•

Operating Income;

•

Sales; and

•

Adjusted EBITDA Margin. 

For additional details regarding our most important financial performance measures, please see the sections titled “Incentive Bonus Plan, Or IBP (Cash-Based Incentive Program)” and “Equity Compensation” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement.

 

Stockholder Proposals

If you want us to consider including a proposal in next year’s proxy statement, you must deliver it in writing to Attention: Corporate Secretary, Bio-Rad Laboratories, Inc. at 1000 Alfred Nobel Drive, Hercules, California 94547, no later than November 30, 2023.

Our Amended and Restated Bylaws require a stockholder to give advance notice of any proposal to conduct business, or to present a nomination of one or more candidates for election to the Board, that the stockholder wishes to bring before a meeting of our stockholders. In general, for business proposals or nominations to be brought before an annual meeting by a stockholder, written notice of the stockholder proposal or nomination, which complies with the requirements set forth in the Amended and Restated Bylaws, must be received by our Secretary at the address above during the period beginning 120 days and ending 90 days before the anniversary of the last annual meeting (no earlier than December 27, 2023 and no later than January 26, 2024). However, if the date of the upcoming annual meeting is more than 30 days before or more than 60 days after the anniversary of the last annual meeting, notice must be received by the Secretary during the period beginning 120 days before the upcoming annual meeting and ending on the later of (i) 90 days before the upcoming annual meeting and (ii) 10 days after the earlier of the day on which notice of the date of the meeting was mailed and the day on which public disclosure of the date of the meeting was made.

In addition to satisfying the foregoing requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2024.

Other Matters

As of the date of this proxy statement, our Board of Directors does not know of any business to be presented for consideration at the Annual Meeting other than that described above. If any other business should properly come before the Annual Meeting, the shares represented by proxies will be voted in accordance with the judgment of the persons named in such proxies.

Annual Report

Our Annual Report for the year ended December 31, 2022, including financial statements, is being mailed concurrently with this proxy statement, to all of our stockholders as of the record date for the Annual Meeting.

This proxy statement incorporates by reference the information set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 under the following headings: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 7A. Quantitative and Qualitative Disclosures about Market Risk; Item 8. Financial Statements and Supplementary Data; Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure; and Item 9A. Controls and Procedures.

Stockholders of record on February 24, 2023 may obtain copies without charge of our Annual Report on Form 10-K (excluding exhibits) filed with the Securities and Exchange Commission by writing to Attention: Corporate Secretary, Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547.

BIO-RAD LABORATORIES, INC. - 2023 Proxy Statement    42

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Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive
Hercules, California 94547

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