DEF 14A of BIO-TECHNE Corp, Sep 13, 2023

DEF 14A of BIO-TECHNE Corp

Filed Sep 13, 2023 · FY20230001308179-23-000977

Open on EDGAR

  1. Information About the Nominees

    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.

  2. Information About the Nominees

    | | | 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 | |

  3. Information About the Nominees

    | | Member | | Committee Chair |

  4. Information About the Nominees

    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.

  5. Proposal 2: Election of Directors

    Proposal 2: Election of Directors

  6. Elect the nine director nominees identified in this Proxy Statement, each for a term of one year

    Elect the nine director nominees identified in this Proxy Statement, each for a term of one year

  7. 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. |

  8. Elect the nine director nominees identified in this Proxy Statement, each for a term of one year

    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.

  9. How We Choose Directors

    How We Choose Directors

  10. Ongoing Board Refreshment

    Ongoing Board Refreshment 4 new directors added in the past 9 years; 2 of whom are women; 1 of whom is racially diverse 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.

  11. Qualities of Prospective Nominees

    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.

  12. Director Diversity

    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.

  13. Shareholder Recommendations of Nominees

    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.

  14. Nominees for Director

    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.

  15. Nominees for Director

    | Robert V. Baumgartner | | | Age: 67 Director since: 2003 Chair since: 2012 INDEPENDENT CHAIR OF THE BOARD Committees: • Audit • Nominations & Governance (chair) | Professional Background From 2001 until July 2019, Mr. Baumgartner served as Executive Chairman, Director of the Center for Diagnostic Imaging, Inc., an operator of diagnostic imaging centers. Prior to August 2015, Mr. Baumgartner also served as Chief Executive Officer of that company. Before joining the Center for Diagnostic Imaging, he held numerous executive positions, including Chief Executive Officer and Director of American Coating International, President and Chief Executive Officer of First Solar, and President of the Apogee Glass Group. Mr. Baumgartner began his professional career at KPMG LLP, an international accounting firm and is a CPA. Other Affiliations Mr. Baumgartner currently serves on the boards of American Theranostics, LLC, for which he is Chair, and OIA Global, both privately-held companies. Mr. Baumgartner also serves as an advisor to Sirona Medical. Education Bachelor’s degree in business administration, University of Notre Dame. Key Experience and Qualifications Mr. Baumgartner brings to the Board valuable strategic skills and financial and operational management expertise. His more than 20 years serving as Chief Executive Officer and Executive Chairman of large, complex businesses gives him extensive experience in finance, accounting, and business leadership. Mr. Baumgartner also offers important board-level experience, as well as knowledge of Bio-Techne’s business and industry gleaned in his years serving on the Board. |

  16. Nominees for Director

    | Julie L. Bushman | | | Age: 62 Director since: 2020 INDEPENDENT Other Public Boards • Adient, plc. (since 2016) • Phillips 66 (since 2020) Committees: • Audit • Compensation (chair) | Professional Background Ms. Bushman retired in February 2020 from 3M Corporation, where she most recently served as Executive Vice President of International Operations. She joined 3M in 1983, and served in various executive positions, including Senior Vice President of Business Transformation and Information Technology; Executive Vice President of Safety, Security and Protection Services; Executive Vice President of Safety and Graphics; Division Vice President of the Occupational Health and Environmental Safety Division; and Chief Information Officer. Education Bachelor of Science, University of Wisconsin-River Falls. Key Experience and Qualifications In her various roles with 3M, Ms. Bushman developed extensive global experience from managing international operations and a global business in personal safety. She also has broad digital, software, and CIO experience, which bring important expertise in IT and cybersecurity matters as the Company continues to expand globally and integrate systems to increase operational efficiencies. Her experience with public company requirements as both an executive officer and as a director is also valuable. |

  17. Nominees for Director

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

  18. Nominees for Director

    | John L. Higgins | | | Age: 53 Director since: 2009 INDEPENDENT Other Public Boards • OmniAb, Inc. (since 2022) Committees: • Audit (chair) • Nominations & Governance | Professional Background Mr. Higgins retired as President and Chief Executive Officer and a member of the Board of Directors of Ligand Pharmaceuticals, Inc. in December 2022, where he had served since 2007. From 1997 until joining Ligand, Mr. Higgins was with Connetics Corporation, a specialty pharmaceutical company, as its Chief Financial Officer, and also served as Executive Vice President, Finance and Administration and Corporate Development from 2002 until 2006. Mr. Higgins was previously a member of the executive management team and a director at BioCryst Pharmaceuticals, Inc., a biopharmaceutical company. Earlier in his career, Mr. Higgins was a member of the healthcare banking team of Dillon, Read & Co. Inc., an investment banking firm. Mr. Higgins currently serves as Chairman of OmniAb, Inc. and has served as a director of several other public and private companies. Education Bachelor’s degree in economics, Magna Cum Laude, Colgate University. Key Experience and Qualifications Mr. Higgins offers the Board over 20 years of industry experience through his role as Chief Executive Officer of Ligand Pharmaceuticals and leadership roles in other pharmaceutical companies. His roles with OmniAb and Ligand have given him vital experience in the application of strategic leadership skills within our industry, as well as broad public company executive and board experience. His extensive financial background is important for his perspective on M&A and his role as Chair of the Audit Committee. |

  19. Nominees for Director

    | Joseph D. Keegan, Ph.D. | | | Age: 70 Director since: 2017 INDEPENDENT Other Public Boards • Interpace Diagnostics (since 2016) Committee: • Compensation | Professional Background Dr. Keegan serves as a director and advisor for Interpace Diagnostics. From 2007 until 2012, Dr. Keegan served as President and Chief Executive Officer of ForteBio, Inc., a life science tools company. He joined ForteBio after serving as President and Chief Executive Officer of Molecular Devices Corporation from 1998 to 2007. Earlier in his career, Dr. Keegan held leadership positions at Becton Dickinson, Leica, Inc., and GE Medical Systems. Other Affiliations Dr. Keegan has served on numerous public and private company boards of life science tools companies, including as Executive Chair of both Halo Labs and Carterra, as well as Non-Executive Chairman for Arrayjet and Director for Interpace Biosciences. Education Ph.D. in Physical Chemistry, Stanford University. Key Experience and Qualifications Dr. Keegan brings an important life science background to the Board from his career working at a number of life sciences companies, with a focus on diagnostics. His knowledge of the Company’s customers and products is especially valuable. Dr. Keegan further offers extensive executive management experience and board-level experience through his past and present service on other private and public company boards. |

  20. Nominees for Director

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

  21. Nominees for Director

    | Charles R. Kummeth | | | Age: 63 Director since: 2013 Other Public Boards • Gentherm, Inc. (since 2018) | Professional Background Mr. Kummeth has been President, Chief Executive Officer, and member of Bio-Techne’s Board since 2013. Prior to joining the Company, he served in executive roles at Thermo Fisher Scientific Inc., including President of Mass Spectrometry and Chromatography and President of the Laboratory Consumables Division. Prior to joining Thermo Fisher, Mr. Kummeth served in various roles during a 24-year career at 3M Corporation, most recently as Vice President of the Medical Division. Mr. Kummeth is also a board member for publicly traded Gentherm, developer of thermal management technologies, and for ILC Dover, a privately traded manufacturer of single use flexible solutions for industrial pharmaceutical and biopharmaceutical manufacturing. Education Master of Science in computer science, University of St. Thomas, and Master of Business Administration, Carlson School of Business at the University of Minnesota. Key Experience and Qualifications As the only member of management to serve on the Board, Mr. Kummeth provides key insight into the Company’s day-to-day operations, challenges, and opportunities. Mr. Kummeth’s service on the Board also promotes strategy development and implementation and facilitates the flow of information between the Board and management. Mr. Kummeth further offers extensive significant executive management experience and expertise leading the growth of biotechnology companies. |

  22. Nominees for Director

    | Roeland Nusse, Ph.D. | | | Age: 73 Director since: 2010 INDEPENDENT Committee: • Science & Technology (chair) | Professional Background Dr. Nusse has been a professor or associate professor in the Department of Developmental Biology at Stanford University and an investigator at the Howard Hughes Medical Institute since 1990. He was also the chair of the Department of Developmental Biology at Stanford from 2007 to 2020. Dr. Nusse previously was at the Netherlands Cancer Institute (in Amsterdam) as a staff scientist and ultimately served as head of the Department of Molecular Biology. Dr. Nusse was awarded the Breakthrough Prize in Life Sciences in 2016. Other Affiliations Dr. Nusse was elected to the United States National Academy of Sciences in 2010, the European Molecular Biology Organization in 1988, the Royal Dutch Academy of Sciences in 1997, and the American Academy of Arts and Sciences in 2001. Education Ph.D. in molecular biology, Netherlands Cancer Institute. Key Experience and Qualifications Dr. Nusse brings valuable experience to the Board from his longstanding career as a researcher and department chair at Stanford University, including strategic leadership and scientific and industry knowledge, which gives him insight into the Company’s products, customers, and markets. Dr. Nusse also has a deep understanding of and contacts within the international life science research community. |

  23. Nominees for Director

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

  24. Nominees for Director

    | Alpna Seth, Ph.D. | | | Age: 60 Director since: 2017 INDEPENDENT Other Public Boards • SeaGen, Inc. (since 2018) • Keros Therapeutics (since May, 2023) Committees: • Nominations & Governance • Science & Technology | Professional Background Dr. Seth retired as President and Chief Executive Officer of Nura Bio Inc., a biopharmaceutical company focused on the discovery of novel neuroprotective drugs, in 2022 after serving in that role for three years. From July 2017 through 2018, she was Chief Operating Officer of Vir Biotechnology, Inc., an immunology company. Prior to joining Vir, Dr. Seth was at Biogen Inc. for nearly two decades, most recently as Senior Vice President and global head of the Biosimilars business, headquartered in Switzerland. For the period from 1998 through 2014, Dr. Seth held a range of senior leadership roles across R&D and commercial arenas. In this capacity, she led several major drug development programs and product launches, along with strategic, business development, and long-range planning initiatives. In another international general management assignment, Dr. Seth served as the founding Managing Director of an India affiliate and was a member of Biogen’s Asia Pacific Leadership Team. Education Ph.D. in Biochemistry and Molecular Biology, University of Massachusetts Medical School. Conducted post-doctoral research at Harvard University in Immunology and Structural Biology, both as a Howard Hughes Medical Institute Fellow. Key Experience and Qualifications Dr. Seth brings a breadth of experience in research, drug discovery, marketing, international operations, financial management, and business development. Her extensive background in the pharmaceutical industry and in international business and her deep knowledge of critical areas of science provide a valuable strategic perspective regarding our business generally and a key customer group in particular. |

  25. Nominees for Director

    | Randolph Steer, M.D., Ph.D. | | | Age: 73 Director since: 1990 INDEPENDENT Committees: • Compensation • Science & Technology | Professional Background Dr. Steer is an independent biotechnology consultant and board director. He served as President and Chief Operating Officer of Capstone Therapeutics Corp. from 2006 to 2011. From 1989 to 2006 Dr. Steer was a consultant to the pharmaceutical and biotechnology industries, advising companies in business development, medical marketing, and regulatory and clinical affairs. His prior experience includes service as Associate Director of Medical Affairs at Marion Laboratories and as Medical Director at Ciba Consumer Pharmaceuticals. Other Affiliations Dr. Steer was elected to the Mayo Clinic Board of Trustees in 2011, and previously served as a director of publicly-traded Vital Therapies, Inc. (now Immunic, Inc.). Education Ph.D. in pathobiology, University of Minnesota, and medical degree from the Mayo Medical School. Key Experience and Qualifications Dr. Steer offers the Board a strong medical and scientific background. Moreover, his experience in executive leadership and in board management, together with his knowledge of the pharmaceutical and biotechnology industries, enable him to provide valuable strategic insight. As the longest tenured member of the Board, Dr. Steer also offers an understanding of the Company’s development. |

  26. Nominees for Director

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

  27. Nominees for Director

    | Dr. Rupert Vessey, MA, BM BCh, FRCP, DPhil | | | Age: 58 Director since: 2019 INDEPENDENT Committees: • Compensation • Science & Technology | Professional Background Dr. Vessey joined Flagship Pioneering as Executive Partner and Chief Scientist in July 2023, after retiring from Bristol-Myers Squibb, where he had served as the President of Research and Early Development since 2019. Prior to joining Bristol-Myers Squibb, he was President of Global Research and Early Development at Celgene from 2015 to 2019. During that time, Dr. Vessey also served on the board of Juno Therapeutics for one year. Before joining Celgene, Dr. Vessey held various research and development senior management positions during his 10-year tenure at Merck. Other Affiliations Dr. Vessey is a member of the Royal College of Physicians of London UK. Education MA in physiological sciences and BM BCh in clinical medicine from Oxford University. DPhil at the Institute for Molecular Medicine, Oxford. Key Experience and Qualifications Dr. Vessey was selected to serve on the Board because of his exceptional background in medical and life science research and development with Bristol-Myers Squibb, Celgene, Merck, and other companies, and his extensive experience as an executive in the pharmaceutical industry, a key customer group for the Company. His international research and business experience is also important to the Board as the Company continues to expand in markets outside of the United States. |

  28. Nominees for Director

    | Board Diversity Matrix (As of June 30, 2023) | | | | Total Number of Directors | 9 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 2 | 7 | | Part II: Demographic Background | | | | Asian | 1 | 0 | | White | 1 | 7 |

  29. Nominees for Director

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

  30. Director Compensation

    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.

  31. Compensation Paid to the Non-Employee Directors

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Robert V. Baumgartner | $210,000 | $99,970 | $99,941 | $387 | $410,298 | | John L. Higgins | 100,000 | 99,970 | 99,941 | 387 | 300,298 | | Joseph Keegan, Ph.D. | 75,000 | 99,970 | 99,941 | 387 | 275,298 | | Roeland Nusse, Ph.D. | 90,000 | 99,970 | 99,941 | 387 | 290,298 | | Alpna Seth, Ph.D. | 75,000 | 99,970 | 99,941 | 387 | 275,298 | | Randolph C Steer, M.D., Ph.D. | 85,208 | 99,970 | 99,941 | 387 | 285,506 | | Rupert Vessey, MA, BM BCh, FRCP, | 75,000 | 99,970 | 99,941 | 387 | 275,298 | | Julie L. Bushman | 82,292 | 99,970 | 99,941 | 387 | 282,590 |

  32. Executive Summary

    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.

  33. Incentive Payouts for Business Performance

    Incentive Payouts for Business Performance

  34. Fiscal Year 2023 Incentives for Executive Employees

    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.

  35. Fiscal Year 2023 Incentives for Non-Executive Employees

    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.

  36. How Our Executive Pay Program Works

    | Base Salary | • | Set to be competitive in the marketplace | | | • | Adjusted when the Compensation Committee determines an increase is warranted due to a change in responsibilities, demonstrated performance, or relevant market data | | Short-Term Incentives | • | Earned based on performance against goals for Company-wide (and for some executives, segment) organic revenue and adjusted operating income | | Long-Term Incentives | • | Incentivize executives to deliver long-term shareholder value | | | • | Provide a retention vehicle | | | • | Typically in the form of share options and RSUs |

  37. Target Pay

    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.

  38. Best Practices in Compensation Governance

    | | 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. |

  39. Addressing Shareholder Concerns

    | • | 25% relative Total Shareholder Return (against a list of relevant comparator peer companies) | | • | 40% third year organic revenue | | • | 35% adjusted operating income |

  40. Addressing Shareholder Concerns

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

  41. Role of Consultant

    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.

  42. Use of a Peer Group

    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.

  43. Use of a Peer Group

    | For compensation decisions for fiscal year 2023, our peer group consisted of the following companies: | | | | • ABIOMED, Inc. • Align Technology, Inc. • Alkermes plc • Avantor, Inc. • Bio-Rad Laboratories, Inc. • EXACT Sciences Corporation • Globus Medical, Inc. • Haemonetics Corporation • IDEXX Laboratories | • Integra LifeSciences Holdings Corp • Insulet Corporation • Masimo Corporation • Natera, Inc. • PerkinElmer, Inc. • QIAGEN N.V • Repligen Corporation • Seagen, Inc. | Peer Group Measures (at the time the peer group was confirmed) Market capitalization • peer median: $10.99 billion • Bio-Techne’s market capitalization: $12.679 billion • Bio-Techne’s position: 62nd percentile Revenues • peer median: $1.56 billion (trailing four quarters) • Bio-Techne’s revenues: $1.137 billion • Bio-Techne’s position: 26th percentile Operating Income • peer median: $254.0 million (trailing four quarters) • Bio-Techne’s operating income: $410.2 million • Bio-Techne’s position: 58th percentile Annualized 3-Year TSR • peer median: 9% • Bio-Techne’s annualized 3-Year TSR: 7.7% • Bio-Techne’s position: 83rd percentile |

  44. 2023 CEO Compensation

    | • | Base salary and bonus percentages both will remain flat for his remaining tenure as CEO; | | • | A time-based restricted stock unit grant with an aggregate value of $5,000,000 at the grant date and three-year vesting was granted in fiscal 2023 and a similar grant will be made fiscal 2024; and | | • | A single one-time performance-based grant was made in fiscal 2023 for 1.2 million options. Half of these options are eligible to vest after fiscal year 2023, and the remaining half are eligible to vest after fiscal year 2024, in each case based upon the Company’s achievement of year-over-year organic revenue growth. |

  45. Annual Cash Incentives

    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.

  46. Fiscal Year 2023 Target Bonus Amounts

    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.

  47. Fiscal Year 2023 Target Bonus Amounts

    | Executive | 2023 Base Salary ($) | Target Annual Incentive (as % of base salary) | Target Annual Incentive ($) | | Charles Kummeth | $1,184,200 | 160% | $1,892,800 | | James Hippel | 668,430 | 100% | 668,430 | | William Geist | 530,000 | 85% | 450,500 |

  48. Fiscal Year 2023 Target Bonus Amounts

    | Executive | 2023 Base Salary ($) | Target Annual Incentive (as % of base salary) | Target Annual Incentive ($) | | Kim Kelderman | 589,890 | 90% | 530,901 | | Brenda Furlow | 560,385 | 85% | 476,327 | | Shane Bohnen | 331,500 | 50% | 165,750 |

  49. Fiscal Year 2023 Target Bonus Amounts

    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.

  50. Fiscal Year 2023 Performance Metrics

    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:

  51. Fiscal Year 2023 Performance Metrics

    | | Company-Wide Goals | | Segment Goals | | | Executive | Organic Revenue* | Adjusted Operating Income** | Organic Revenue | Adjusted Operating Income | | Charles Kummeth | 50% | 50% | 0% | 0% | | James Hippel | 50% | 50% | 0% | 0% | | William Geist (Protein Sciences segment) | 25% | 25% | 25% | 25% | | Kim Kelderman (Diagnostics and Genomics segment) | 25% | 25% | 25% | 25% | | Brenda Furlow | 50% | 50% | 0% | 0% | | Shane Bohnen | 50% | 50% | 0% | 0% |

  52. Fiscal Year 2023 Performance Metrics

    | * Targets for the Company’s organic revenue for management’s incentive plan exclude foreign currency impacts and acquisition-related revenues. Our externally reported organic revenue excludes all revenue prior to 12 months from the acquisition date. | | ** The Company’s adjusted operating income target for management’s incentive plan excludes the impact of foreign currency translation; certain acquisitions and acquisition-related amortization, costs, and expenses; share-based compensation expense; non-recurring litigation expenses; and other unusual items in the discretion of the Compensation Committee. While these adjustments are closely aligned to our external operating results, there are some minor differences in our reported adjusted operating income and the adjusted operating income used for management’s incentive plan. |

  53. Fiscal Year 2023 Performance Metrics

    The range of possible payouts for the Company and segment performance metrics for fiscal year 2023 are shown below.

  54. Fiscal Year 2023 Performance Metrics

    | | Company Revenue Goals | | | Company Operating Income Goals | | | | Performance Level | Performance Achievement ($) | | Payout Range (% of target award opportunity) | Performance Achievement ($) | | Payout Range (% of target award opportunity) | | Threshold | 1,162.7 | M | 50% | 420.3 | M | 50% | | Target | 1,198.6 | M | 100% | 442.4 | M | 100% | | Maximum | 1,234.6 | M | 200% | 464.5 | M | 200% | | | Protein Sciences Revenue Goals | | | Protein Sciences Operating Income Goals | | | | Performance Level | Performance Achievement ($) | | Payout Range (% of target award opportunity) | Performance Achievement ($) | | Payout Range (% of target award opportunity) | | Threshold | 879.6 | M | 50% | 384.7 | M | 50% | | Target | 906.8 | M | 100% | 404.9 | M | 100% | | Maximum | 934.0 | M | 200% | 425.1 | M | 200% |

  55. Fiscal Year 2023 Performance Metrics

    | | Diagnostics & Genomics Revenue Goals | | | Diagnostics & Genomics Operating Income Goals | | | | Performance Level | Performance Achievement ($) | | Payout Range (% of target award opportunity) | Performance Achievement ($) | | Payout Range (% of target award opportunity) | | Threshold | 283.5 | M | 50% | 41.6 | M | 50% | | Target | 292.3 | M | 100% | 43.8 | M | 100% | | Maximum | 301.0 | M | 200% | 46.0 | M | 200% |

  56. Fiscal Year 2023 Performance Metrics

    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.

  57. Fiscal Year 2023 Earned Incentives

    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:

  58. Fiscal Year 2023 Earned Incentives

    | Executive | Annual Salary | % Eligible | Target Annual Incentives ($) | Bonus Blend % | 2023 Bonus Paid | As a % of Target | | Charles Kummeth | $1,184,200 | 160% | $1,892,800 | 0% | $— | 0% | | James Hippel | 668,430 | 100% | 668,430 | 0% | — | 0% | | Brenda Furlow | 373,590 | 85% | 530,901 | 0% | — | 0% | | Kim Kelderman | 589,890 | 90% | 450,500 | 44.9% | 238,255 | 44.8% | | William Geist | 530,000 | 85% | 476,327 | 0% | — | 0% | | Shane Bohnen | 331,500 | 50% | 165,750 | 0% | — | 0% |

  59. Long-Term Incentive Compensation Awarded in 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.

  60. Fiscal Year 2023 Long-Term Incentive Grants

    Fiscal Year 2023 Long-Term Incentive Grants

  61. CEO Grant

    | | Stock Options* | Restricted Stock Units | | Executive | Performance- vesting ($) | Time-based ($) | | Charles Kummeth | $24,325,102** | $5,000,108 |

  62. CEO Grant

    | * Amounts shown represent the total grant date fair value, assuming target-level performance. The fair value of equity awards is determined pursuant to the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of the fair value are described in Note 10 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. | | ** Amount shown represents the total grant that could vest over two years, or $12,162,551 for fiscal 2023 and $12,162,551 for fiscal 2024. Fiscal year 2023 performance-vesting options did not vest. |

  63. NEOs Other Than the CEO

    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.

  64. NEOs Other Than the CEO

    | | Stock Options* | | Restricted Stock Units | | | Executive | Time-based ($) | Performance- vesting ($) | Time-based ($) | Performance- vesting** ($) | | Charles Kummeth | $0 | $24,325,102 | $5,000,108 | $0 | | James Hippel | 1,374,976 | 687,508 | 0 | 687,601 | | Shane Bohnen | 190,699 | 0 | 499,945 | 0 | | Kim Kelderman | 879,961 | 439,960 | 0 | 440,085 | | Brenda Furlow | 749,943 | 0 | 750,111 | | | William Geist | 900,029 | 450,014 | 0 | 449,915 |

  65. NEOs Other Than the CEO

    | * Amounts shown represent the total grant date fair value, and for the performance-based grants, assume target. The fair value of equity awards is determined pursuant to the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of the fair value are described in Note 10 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. | | ** Cash performance units were also granted solely to compensate executives for dividends that may be granted to shareholders but that are not paid for unvested restricted share units during the three-year performance period. Cash performance awards vest at the same rate as the associated performance-based equity awards. |

  66. Time-Based Stock Options

    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.

  67. Performance-Vesting Stock Options and RSUs

    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.

  68. Performance-Vesting Stock Options and RSUs

    | | Stock Options | | | Restricted Stock Units(1) | | | | Executive | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | Charles Kummeth | 12,162,551 | 24,325,102 | 36,487,654 | — | — | — | | James Hippel | 343,754 | 687,508 | 1,031,263 | 343,801 | 687,601 | 1,031,402 | | Shane Bohnen | — | — | — | — | — | — | | Kim Kelderman | 219,980 | 439,960 | 659,940 | 220,043 | 440,085 | 660,128 | | Brenda Furlow | — | — | — | — | — | — | | William Geist | 225,007 | 450,014 | 675,022 | 224,958 | 449,915 | 674,873 |

  69. Performance-Vesting Stock Options and RSUs

    | (1) Executives also received cash performance unit grants to compensate for dividends that may be paid to shareholders during the three-year vesting period, in the following amounts at threshold, target and maximum, respectively: Hippel — $3,819, $7,639, and $11,458; Geist — $2,444, $4,889, and $7,333; Kelderman — $2,499, $4,998, and $7,497. |

  70. Time-Vested Restricted Stock and Restricted Stock Unit Grants

    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.

  71. Long-Term Incentive Compensation That Vested in Fiscal Year 2023

    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.

  72. Long-Term Incentive Compensation That Vested in Fiscal Year 2023

    | * These amounts exclude the impact of actual foreign currency translation compared to our plan; certain acquisitions and acquisition-related amortization, costs, and expenses; non-recurring litigation expenses; share-based compensation expense; and other unusual items. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for the fiscal year that ended June 30, 2023. See Appendix A. |

  73. 2023 Summary Compensation Table

    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.

  74. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Charles R. Kummeth, President and CEO | 2023 | $1,184,200 | — | $5,000,108(4) | $24,325,102(5) | $54,092(6) | $21,141(7) | $30,584,644 | | | 2022 | 1,183,000 | — | 5,149,692(4) | 5,149,669(5) | 3,856,735(6) | 31,452 | 15,370,549 | | | 2021 | 1,116,000 | — | 4,599,864(4) | 6,599,940(5) | 3,537,214 | 36,879 | 15,889,896 | | James Hippel, Executive Vice President and CFO | 2023 | 668,430 | — | 687,601(8) | 2,062,485(9) | 13,520(6) | 9,834(10) | 3,441,870 | | | 2022 | 636,600 | — | 624,760(8) | 1,874,812(9) | 1,289,740 | 10,117 | 5,004,878 | | | 2021 | 600,500 | — | 574,849(8) | 2,724,928(9) | 1,095,156 | 9,445 | 3,157,058 | | William Geist President, Protein Sciences | 2023 | 530,000 | — | 449,915(11) | 1,350,043(12) | — | 3,669(13) | 2,333,628 | | | 2022 | 239,600(23) | — | 1,224,789(11) | 674,897(12) | 425,000 | — | 2,564,286 | | | 2021 | — | — | — | — | — | — | — | | Kim Kelderman, President, Diagnostics and Genomics | 2023 | 589,890 | — | 440,085(14) | 1,319,921(15) | 246,717(16) | 9,099(13) | 2,605,711 | | | 2022 | 561,800 | — | 399,911(14) | 1,199,909(15) | 776,445 | 9,302 | 3,886,317 | | | 2021 | 530,000 | — | 359,839(14) | 2,079,987(15) | 908,102 | 8,389 | 2,175,311 | | Shane Bohnen, Senior Vice President and General Counsel | 2023 | 331,500(17) | — | 499,945(18) | 190,699(19) | 22,100(24) | — | 1,044,244 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Brenda Furlow, Former Executive Vice President and General Counsel | 2023 | 377,684(20) | — | 750,111(21) | 749,943(22) | 6,268(6) | 4,575(13) | 1,888,581 | | | 2022 | 533,700 | — | 374,856(21) | 1,124,838(22) | 915,560 | 9,272 | 2,958,226 | | | 2021 | 503,500 | — | 299,836(21) | 2,899,923(22) | 761,021 | 8,396 | 4,472,676 |

  75. 2023 Summary Compensation Table

    | (1) Includes amounts deferred under the Company’s Profit Sharing and Savings Plan, a qualified deferred compensation plan under Section 401(10) of the Internal Revenue Code. | | (2) Amounts shown above represent the total grant date fair value of equity-based compensation based on the estimated probable outcome of the performance based-objectives applicable to such awards on the grant date and excluding the effect of estimated forfeitures. The fair value of equity awards is determined pursuant to the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of the fair value are described in Note 10 to the Company’s audited financial statements for FY 2023, included in the Company’s Annual Report on Form 10-K. | | (3) Represents cash bonuses earned under the Company’s incentive plans in effect for the applicable year, which are determined and paid in the subsequent fiscal year. Also includes cash performance unit payments vested for the applicable year based on actual performance achieved under the respective year’s performance-based award. | | (4) For 2023, represents 52,900 shares of time-vested restricted stock units granted on August 15, 2022. For 2022, represents 21,376 shares of time-vested restricted stock granted on August 6, 2021 plus performance based restricted stock units also granted on August 6, 2021. The value of the FY 2022 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $3,862,269. For FY 2021, represents 34,344 shares of time-vested restricted stock granted on August 5, 2020 plus performance based restricted stock units also granted on August 5, 2020. The value of the FY 2021 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $3,449,898. | | (5) For 2023, includes two performance-vested options granted on August 15, 2022. The value of the 2023 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $36,487,654. One half of this option vests after fiscal 2023 and the second half vests after fiscal 2024. As of the date of this report, the portion related to the fiscal 2023 award reflected in the table will not be achieved. For 2022, includes one time-vested option and one performance-vested option, both of which were granted on August 6, 2021. The time-vested option grant was to purchase 83,504 shares of Common Stock. The value of the 2022 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $3,862,314. For 2021, includes two time-vested options and two performance-vested options, all of which were granted on August 5, 2020. For the time-vested option grants, one is the annual long-term incentive grant to purchase 153,180 shares, and the other is a supplemental grant to purchase 66,600 shares, vesting one third each over three years. The first of the two performance-vested options is the annual long-term incentive grant, the value of which at the grant date assuming the highest level of performance conditions will be achieved is $3,449,949. The second performance-vested option grant, assuming targeted revenue from COVID-19 products will be achieved, is $999,994. As of the date of this report, the likelihood the target will be achieved is remote. | | (6) For 2023, consists of a cash performance unit payment vested based on actual performance achieved under the 2021 performance-based award. | | (7) Includes $9,450 for 401k match, $3,467 for a supplemental life and disability insurance policy ($2,007 to cover the cost of the premium and $1,461 as a tax reimbursement related to payment for the premium), and $8,224 in dividends paid on unvested restricted stock, which amount was not factored into the grant date fair value of such awards. |

  76. 2023 Summary Compensation Table

    | (8) For 2023, represents shares of performance-based restricted stock units granted August 15, 2022. The value of the 2023 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $1,031,402. For 2022, represents shares of performance based restricted stock units granted on August 6, 2021. The value of the 2022 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $937,140. For 2021, represents shares of performance based restricted stock units also granted on August 5, 2020. The value of the 2021 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $862,274. | | (9) For 2023, includes one time-vested option and one performance-vested option, both of which were granted on August 15, 2022. The time-vested option grant was to purchase 45,220 shares of Common Stock. The value of the 2023 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $1,031,263. For 2022, includes one time-vested option and one performance-vested option, both of which were granted on August 6, 2021. The time-vested option grant was to purchase 40,536 shares of Common Stock. The value of the 2022 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $937,365. For 2021, includes two time-vested options and two performance-vested options, all of which were granted on August 5, 2020. For the time-vested option grants, one is the annual long-term incentive grant to purchase 76,588 shares, and the other is a supplemental grant to purchase 33,300 shares, vesting one third each over three years. The first of the two performance-vested options is the annual long-term incentive grant, the value of which at the grant date assuming the highest level of performance conditions will be achieved is $862,457. The second performance-vested option grant, assuming targeted revenue from COVID-19 products will be achieved, is $499,997. As of the date of this report, the likelihood the target will be achieved is remote. | | (10) Includes $9,091 for 401k match and $742 for a supplemental life and disability insurance policy ($725 to cover the cost of the premium and $17 as a tax reimbursement related to payment for the premium). | | (11) For 2023, represents shares of performance-based restricted stock units granted August 15, 2022. The value of the 2023 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $674,873. For 2022, represents 9,960 shares of time-vested restricted stock granted on February 1, 2022, plus performance-based restricted stock units also granted on February 1, 2022. The value of the fiscal year 2022 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $337,319. As this amount was prorated based on Mr. Geist’s employment agreement for a partial year of service, the value of the fiscal year 2022 performance-based award assuming the highest level of performance conditions will be achieved would have been $674,638. | | (12) For 2023, includes one time-vested option and one performance-vested option, both of which were granted on August 15, 2022. The time-vested option grant was to purchase 29,600 shares of Common Stock. The value of the 2023 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $675,022. For 2022, includes one time-vested option and one performance-vested option, both of which were granted on February 1, 2022. The time-vested option grant was to purchase 15,912 shares of Bio-Techne common stock. If Mr. Geist had been employed with the Company for the full fiscal year, options to purchase 31,824 shares of common stock would have been granted. The value of the 2022 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $337,486. As this amount was prorated based on Mr. Geist’s employment agreement for a partial year of service, the value of the fiscal year 2022 performance-based award assuming the highest level of performance conditions will be achieved would have been $674,973. | | (13) Represents a 401k match. | | (14) For 2023, represents shares of performance-based restricted stock units granted August 15, 2022. The value of the 2023 performance-based award at the grant date assuming that the highest level of performance conditions will be achieved is $660,128. For 2022, represents shares of performance-based restricted stock units granted on August 6, 2021. The value of the 2022 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $599,866. For 2021, represents shares of performance-based restricted stock units granted on August 5, 2020. The value of the 2021 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $539,758. | | (15) For 2023, includes one time-vested option and one performance-vested option, both of which were granted on August 15, 2022. The time-vested option grant was to purchase 28,940 shares of Common Stock. The value of the 2023 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $659,940. For 2022, includes one time-vested option and one performance-vested option, both of which were granted on August 6, 2021. The time-vested option grant was to purchase 25,944 shares of Bio-Techne common stock. The value of the 2022 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $599,914. For 2021, includes two time-vested options and two performance-vested options, all of which were granted on August 5, 2020. For the time-vested option grants, one is the annual long-term incentive grant to purchase 47,952 shares, and the other is a supplemental grant to purchase 33,300 shares, each vesting one-third per year over three years. The first of the two performance-vested options is the annual long-term incentive grant, the value of which at the grant date assuming the highest level of performance conditions will be achieved is $539,997. The second performance-vested option grant, assuming targeted revenue from COVID-19 products will be achieved is $499,997. As of the date of this proxy statement, the likelihood the target will be achieved is remote. | | (16) Includes a cash bonus of $238,254 earned under the Company’s short-term incentive plan in effect for the applicable year, and a cash performance unit payment of $8,463 vested based on actual performance achieved under the 2021 performance-based award. | | (17) Includes salary from before Mr. Bohnen was appointed an officer on March 3, 2023. | | (18) For 2023, represents 6,778 shares of time-vested restricted stock units granted April 3, 2023. | | (19) For 2023, includes two time-vested options, one of which was granted August 15, 2022 prior to Mr. Bohnen’s officer appointment and one of which was granted on April 3, 2023 upon his appointment to officer. The time-vested option granted on August 15, 2022 was to purchase 3,508 shares of Common Stock. The time-vested option granted on April 3, 2023 was to purchase 3,928 shares of Common Stock. | | (20) For 2023, represents base salary prorated for actual employment from the start of the year through Ms. Furlow’s retirement date. The annualized amount for 2023 is $560,385. | | (21) For 2023, represents 7,936 shares of time-vested restricted stock units granted August 15, 2022. For 2022, represents shares of performance-based restricted stock units granted on August 6, 2021. The value of the 2022 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $562,284. For 2021, represents shares of performance-based restricted stock units granted on August 5, 2020. The value of the 2021 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $449,754. | | (22) For 2023, includes one time-vested option granted on August 15, 2022 to purchase 24,664 shares of Common Stock. For 2022, includes one time-vested option and one performance-vested option, both of which were granted on August 6, 2021. The time-vested option grant was to purchase 24,320 shares of Bio-Techne common stock. The value of the 2022 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $562,419. For 2021, includes three time-vested options and two performance-vested options, four of the five of which were granted on August 5, 2020. For the time-vested option grants made on August 5, 2020, one is the annual long-term incentive grant to purchase 39,960 shares, and the other is a supplemental grant to purchase 33,300 shares, each vesting one-third per year over three years. A third time-vested option to purchase 43,988 shares of Bio-Techne common stock was issued on March 1, 2021, with all shares vesting on August 30, 2022. The first of the two performance-vested options is the annual long-term incentive grant, the value of which at the grant date assuming the highest level of performance conditions will be achieved is $449,967. The second performance-vested option grant, assuming targeted revenue from COVID-19 products will be achieved, is $499,997. As of the date of this proxy statement, the likelihood the target will be achieved is remote. | | (23) For 2022, represents base salary prorated for actual employment from Mr. Geist’s hire date through the end of the fiscal year. The annualized amount for 2022 is $500,000. | | (24) Represents a pro-rated cash bonus of $22,100 earned under the Company’s short-term incentive plan in effect for the applicable year for Mr. Bohnen’s time before he became a Section 16 officer. There was no bonus received for the portion of the year Mr. Bohnen was a Section 16 officer. |

  77. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the named executive officers granted in FY 2023.

  78. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Restricted Stock Units: Number of Shares(3) (#) | All Other Options Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards (per share) ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Charles Kummeth | | $947,360 | $1,894,720 | $3,789,440 | | | | | | | | | | | — | — | — | — | — | — | — | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 52,900 | — | — | 5,000,108 | | | 8/15/2022 | — | — | — | 400,000 | 800,000 | 1,200,000 | | — | 94.52 | 24,325,102 | | James Hippel | | 334,215 | 668,430 | 1,336,860 | — | — | — | | — | — | — | | | | 3,819 | 7,639 | 11,458 | — | — | — | | — | — | — | | | 8/15/2022 | — | — | — | 3,637 | 7,275 | 10,912 | | — | — | 687,601 | | | 8/15/2022 | — | — | — | 11,305 | 22,611 | 33,916 | | — | 94.52 | 687,508 | | | 8/15/2022 | — | — | — | — | — | — | | 45,220 | 94.52 | 1,374,976 | | Shane Bohnen(6) | | 82,875 | 165,750 | 331,500 | — | — | — | | — | — | — | | | | — | — | — | — | — | — | | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | 6,778 | — | — | 499,945 | | | 8/15/2022 | — | — | — | — | — | — | | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | | 3,508 | 94.52 | 99,991 | | | | | | | | | | | 3,928 | 73.76 | 90,708 | | Kim Kelderman | | 265,451 | 530,901 | 1,061,802 | — | — | — | | — | — | — | | | | 2,499 | 4,998 | 7,497 | — | — | — | | — | — | — | | | 8/15/2022 | — | — | — | 2,328 | 4,656 | 6,984 | | — | — | 440,085 | | | 8/15/2022 | — | — | — | 7,235 | 14,469 | 21,704 | | — | 94.52 | 439,960 | | | 8/15/2022 | — | — | — | — | — | — | | 28,940 | 94.52 | 879,961 | | Brenda Furlow | | 105,851 | 211,701 | 423,402 | — | — | — | | — | — | — | | | | — | — | — | — | — | — | | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 7,936 | — | — | 750,111 | | | 8/15/2022 | — | — | — | — | — | — | | — | — | — | | | 8/15/2022 | | | | | | | | 24,664 | 94.52 | 749,943 | | William Geist(7) | | 225,250 | 450,500 | 901,000 | — | — | — | | — | — | — | | | | 2,444 | 4,889 | 7,333 | — | — | — | | — | — | — | | | 8/15/2022 | — | — | — | 2,380 | 4,760 | 7,140 | | — | — | 449,915 | | | 8/15/2022 | — | — | — | 7,400 | 14,800 | 22,200 | | — | 94.52 | 450,014 | | | 8/15/2022 | — | — | — | — | — | — | | 29,600 | 94.52 | 900,029 |

  79. 2023 Grants of Plan-Based Awards

    | (1) Row 1 for each NEO represents cash bonuses that could have been earned under the Company’s Management Incentive Plan for FY 2023 and would have been paid in FY 2024. On August 3, 2023, the Committee approved a bonus for Mr. Kelderman of $238,254 given partial achievement of his segment performance and a bonus for Mr. Bohnen of $22,100 for the portion of the year that he was not an officer. No other bonuses were approved for payout based on Company performance. Ms. Furlow’s cash bonus in the table above has been pro-rated for her service prior to retirement. If Ms. Furlow had been employed for the entire fiscal 2023, she could have earned $635,103, $317,552, or $158,776 for maximum, target, and threshold payouts, respectively, under the Company’s Management Incentive Plan. Row 2 for each NEO represents performance-based cash units granted during the fiscal year under the Company’s 2020 Equity Incentive Plan. Such awards vest following the Company’s 2025 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and adjusted revenue growth goals in FY 2025. | | (2) Represents the number of performance-based equity awards granted to the participant NEOs during the fiscal year under the Equity Plan. For each NEO, Row 3 represents performance-based restricted stock units and Row 4 represents performance-based options, which awards vest following the Company’s 2025 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and adjusted revenue growth goals in FY 2025. | | (3) Row 3 represents time-vested restricted stock units granted for the fiscal year under the Company’s Equity Plan. The risk of forfeiture for the award lapses annually in pro-rata increments over a period of three years, beginning on the first anniversary of the grant date. | | (4) Row 5 for each NEO represents the number of time-based stock options granted to the participant during the fiscal year under the Company’s Long-Term Incentive Plan. Such awards vest annually in pro-rata increments over a period of four years from the grant date. For Mr. Bohnen, row 5 represents the number of time-based stock options granted under the Company’s Long-Term Incentive plan prior to his appointment to officer. Row 6 for Mr. Bohnen represents the number of time-based stock options granted at the time of his officer appointment. | | (5) The fair value of the equity awards is determined pursuant to ASC Topic 718, based on the probable outcome of the performance conditions at the grant date, and excluding the effect of estimated forfeitures. Assumptions used in the calculation of the fair value of the equity awards are described in Note 10 to the Company’s audited financial statements for FY 2023, included in the Company’s Annual Report on Form 10-K. As of the date of this report, half of Mr. Kummeth’s performance-based stock options will not be achieved. |

  80. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table shows all outstanding stock options, restricted stock units, and restricted stock held by the NEOs on June 30, 2023.

  81. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not Vested (#) | Market Value of Shares of Stock that have not Vested ($) | Number of Unearned Shares Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | Charles Kummeth | 8/18/2016 | 616,676(1) | — | — | 26.65 | 10/26/2024 | | | | | | | 10/26/2017 | 469,368(2) | — | — | 31.26 | 10/26/2024 | | | | | | | 10/26/2017 | 309,716(3) | — | — | 31.26 | 8/8/2025 | | | | | | | 8/8/2018 | 361,336(4) | — | — | 44.33 | 8/8/2025 | | | | | | | 8/8/2018 | 240,888(5) | — | — | 44.33 | 8/7/2026 | | | | | | | 8/7/2019 | 171,452(6) | 57,148 | — | 47.60 | 8/7/2026 | | | | | | | 8/7/2019 | 342,900(7) | — | — | 47.60 | 8/5/2027 | | | | | | | 8/5/2020 | —(8) | — | 229,768 | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | 76,592(9) | 76,588 | — | 66.97 | 8/5/2027 | 11,448(16) | 934,500 | | | | | 8/5/2020 | 44,400(10) | 22,200 | — | 66.97 | 8/5/2027 | (17) | | 51,516 | 4,205,251.08 | | | 8/5/2020 | —(11) | — | 66,600 | 66.97 | 8/6/2028 | | | | | | | 8/6/2021 | 20,876(12) | 62,628 | — | 120.46 | 8/6/2028 | 14,252(18) | 1,163,391 | | | | | 8/6/2021 | —(13) | — | 125,260 | 120.46 | 8/15/2029 | (19) | | 32,064 | 2,617,384 | | | 8/15/2022 | —(14) | — | 600,000 | 94.52 | 8/15/2029 | 52,900(20) | 4,318,227 | | | | | 8/15/2022 | —(15) | — | 600,000 | 94.52 | 10/26/2024 | | | | | | James Hippel | 10/26/2017 | 91,316(3) | — | | 31.26 | 10/26/2024 | | | | | | | 10/26/2017 | 97,840(2) | — | | 31.26 | 8/8/2025 | | | | | | | 8/8/2018 | 96,356(5) | — | | 44.33 | 8/8/2025 | | | | | | | 8/8/2018 | 72,264(4) | — | | 44.33 | 8/7/2026 | | | | | | | 8/7/2019 | 79,744(6) | 26,580 | | 47.60 | 8/7/2026 | | | | | | | 8/7/2019 | 79,744(7) | — | | 47.60 | 8/5/2027 | | | | | | | 8/5/2020 | 38,296(9) | 38,292 | | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | 22,200(10) | 11,100 | | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | —(8) | — | 57,440 | 66.97 | 8/5/2027 | (17) | | 12,876 | 1,051,068 | | | 8/5/2020 | —(11) | — | 33,300 | 66.97 | 8/6/2028 | | | | | | | 8/6/2021 | 10,136(12) | 30,400 | — | 120.46 | 8/6/2028 | | | | | | | 8/6/2021 | —(13) | — | 30,400 | 120.46 | 8/15/2029 | (19) | | 7,780 | 635,081 | | | 8/15/2022 | —(22) | 45,220 | — | 94.52 | 8/15/2029 | | | | | | | 8/15/2022 | —(34) | — | 33,916 | 94.52 | 2/1/2029 | (21) | | 10,912 | 890,747 | | William Geist | 2/1/2022 | 3,980(23) | 11,932 | — | 100.39 | 2/1/2029 | (25) | | 3,360 | 274,277 | | | 2/1/2022 | —(24) | — | 11,936 | 100.39 | 8/15/2029 | 6,640(26) | 542,023 | | | | | 8/15/2022 | —(22) | 29,600 | — | 94.52 | 8/15/2029 | (21) | | 7,140 | 582,838 | | | 8/15/2022 | —(34) | — | 22,200 | 94.52 | 5/1/2025 | | | | |

  82. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not Vested (#) | Market Value of Shares of Stock that have not Vested ($) | Number of Unearned Shares Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | Kim Kelderman | 5/1/2018 | 27,392(3) | — | — | 37.7 | 8/8/2025 | | | | | | | 8/8/2018 | 48,176(5) | — | — | 44.33 | 8/8/2025 | | | | | | | 8/8/2018 | 36,132(4) | — | — | 44.33 | 8/7/2026 | | | | | | | 8/7/2019 | 47,844(6) | 15,948 | — | 47.60 | 8/7/2026 | | | | | | | 8/7/2019 | 47,844(7) | — | — | 47.60 | 8/5/2027 | | | | | | | 8/5/2020 | 23,976(9) | 23,976 | — | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | 22,200(10) | 11,100 | — | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | —(8) | — | 35,964 | 66.97 | 8/5/2027 | (17) | | 8,060 | 657,938 | | | 8/5/2020 | —(11) | — | 33,300 | 66.97 | 8/6/2028 | | | | | | | 8/6/2021 | 6,488(12) | 19,456 | — | 120.46 | 8/6/2028 | (19) | | 4,980 | 406,517 | | | 8/6/2021 | —(13) | — | 19,456 | 120.46 | 8/15/2029 | | | | | | | 8/15/2022 | —(22) | 28,940 | — | 94.52 | 8/15/2029 | | | | | | | 8/15/2022 | —(34) | — | 21,704 | 94.52 | 8/7/2026 | (21) | | 6,984 | 570,104 | | Shane Bohnen | 8/7/2019 | 6,636(27) | 2,212 | — | 47.60 | 8/5/2027 | | | | | | | 8/5/2020 | 4,472(28) | 4,472 | — | 66.97 | 8/6/2028 | | | | | | | 8/6/2021 | 864(29) | 2,596 | — | 120.46 | 8/15/2029 | | | | | | | 8/15/2022 | —(30) | 3,508 | — | 94.52 | 4/3/2030 | | | | | | | 4/3/2023 | —(31) | 3,928 | — | 73.76 | 03/04/2030 | 6,778(32) | 553,288 | | | | Brenda Furlow | 10/26/2017 | 29,762(2) | — | — | 31.26 | 10/26/2024 | | | | | | | 8/8/2018 | 36,892(5) | — | — | 44.33 | 8/8/2025 | | | | | | | 8/8/2018 | 29,356(4) | — | — | 44.33 | 8/8/2025 | | | | | | | 8/7/2019 | 39,872(6) | 13,288 | — | 47.60 | 8/7/2026 | | | | | | | 8/7/2019 | 39,872(7) | — | — | 47.60 | 8/7/2026 | | | | | | | 8/5/2020 | —(11) | — | 29,600 | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | —(8) | — | 26,638 | 66.97 | 8/5/2027 | | | | | | | 8/5/2020 | 22,200(10) | 11,100 | — | 66.97 | 8/5/2027 | (17) | | 5,970 | 487,331 | | | 8/5/2020 | 19,980(9) | 19,980 | — | 66.97 | 8/5/2027 | | | | | | | 3/1/2021 | 43,988(33) | — | — | 93.11 | 3/1/2028 | | | | | | | 8/6/2021 | 6,080(12) | 18,240 | — | 120.46 | 8/6/2028 | (19) | | 2,593 | 211,667 | | | 8/6/2021 | —(13) | — | 10,133 | 120.46 | 8/6/2028 | | | | | | | 8/15/2022 | —(22) | 24,664 | — | 94.52 | 8/15/2029 | 7,936(20) | 647,816 | | |

  83. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Fully vested in FY 2020 pursuant to the achievement of certain performance goals. | | (2) Vested in FY2021 pursuant to the achievement of certain performance goals. | | (3) Fully vested in fiscal year 2022 pursuant to time-based vesting provisions. | | (4) Vested in FY 2022 pursuant to the achievement of certain performance goals. | | (5) Fully vested in fiscal year 2023 pursuant to time-based vesting provisions. | | (6) Granted August 7, 2019. Vests ratably on the first four anniversaries of the grant date. | | (7) Vested in FY 2023 pursuant to the achievement of certain performance goals. | | (8) Vests in full or in part on August 5, 2023 if certain performance goals are achieved (or such later date as performance is certified). | | (9) Granted August 5, 2020. Vests ratably on the first four anniversaries of the grant date. | | (10) Granted August 5, 2020. Vests ratably on the first three anniversaries of the grant date. | | (11) Granted August 5, 2020. Vests in full if a revenue target for COVID-19 products is achieved. | | (12) Granted August 6, 2021. Vests ratably on the first four anniversaries of the grant date. | | (13) Vests in full or in part on August 6, 2024 if certain performance goals are achieved (or such later date as performance is certified). | | (14) Vests in full or in part on August 15, 2023 if certain performance goals are achieved (or such later date as performance is certified). As of June 30, 2023, this award will not be achieved. | | (15) Vests in full or in part on August 15, 2024 if certain performance goals are achieved (or such later date as performance is certified). | | (16) Restricted stock award granted August 5, 2020. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (17) Restricted stock units granted August 5, 2020. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (18) Restricted stock award granted August 6, 2021. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (19) Restricted stock units granted August 6, 2021. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (20) Restricted stock award granted August 15, 2022. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (21) Restricted stock units granted August 15, 2022. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (22) Granted August 15, 2022. Vests ratably on the first four anniversaries of the grant date. |

  84. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (23) Granted February 1, 2022. Vests ratably on the first four anniversaries of the grant date. | | (24) Vests in full or in part on February 1, 2025, if certain performance goals are achieved (or such later date as performance is certified). | | (25) Restricted stock units granted February 1, 2022. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (26) Restricted stock award granted February 1, 2022. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (27) Granted August 7, 2019. Vests ratably on the first four anniversaries of the grant date. This was granted prior to Mr. Bohnen being appointed an officer. | | (28) Granted August 5, 2020. Vests ratably on the first four anniversaries of the grant date. This was granted prior to Mr. Bohnen being appointed an officer. | | (29) Granted August 6, 2021. Vests ratably on the first four anniversaries of the grant date. This was granted prior to Mr. Bohnen being appointed an officer. | | (30) Granted August 15, 2022. Vests ratably on the first four anniversaries of the grant date. This was granted prior to Mr. Bohnen being appointed an officer. | | (31) Granted April 3, 2023. Vests ratably on the first four anniversaries of the grant date. | | (32) Restricted stock award granted April 3, 2023. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (33) Granted March 1, 2021. Vested in full on August 30, 2022. | | (34) Vests in full or in part on August 15, 2025 if certain performance goals are achieved (or such later date as performance is certified). |

  85. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows options exercised by the NEOs during fiscal year 2023 and each vesting of shares, including restricted stock and restricted stock units, during fiscal year 2023 for each of the NEOs on an aggregated basis. The value realized on exercise of option awards is equal to the difference between the market price of the underlying shares at the date of exercise and the exercise price of the options. The value realized on vesting of stock awards is equal to the market price of the underlying shares at the date of vesting.

  86. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Charles Kummeth | 788,748 | 48,582,006 | 101,376 | 9,705,738 | | James Hippel | 0 | 0 | 15,752 | 1,508,096 | | Shane Bohnen | 0 | 0 | 0 | 0 | | Kim Kelderman | 2,652 | 126,845 | 9,452 | 904,934 | | Brenda Furlow | 10,502 | 530,904 | 7,876 | 754,048 | | William Geist | 0 | 0 | 3,320 | 269,850 |

  87. 2023 Option Exercises and Stock Vested

    | (1) Included within the number of shares acquired on exercise are 536,633 that were withheld by the Company due to net settlement. |

  88. 2023 Option Exercises and Stock Vested

    | | Stock Options | | | Restricted Stock Units(1) | | | | Executive | Threshold | Target | Maximum | Threshold | Target | Maximum | | Charles Kummeth | 12,162,551 | 24,325,102 | 36,487,654 | — | — | — | | James Hippel | 343,754 | 687,508 | 1,031,263 | 343,801 | 687,601 | 1,031,402 | | Shane Bohnen | — | — | — | — | — | — | | Kim Kelderman | 219,980 | 439,960 | 659,940 | 220,043 | 440,085 | 660,128 | | Brenda Furlow | — | — | — | — | — | — | | William Geist | 225,007 | 450,014 | 675,022 | 224,958 | 449,915 | 674,873 |

  89. 2023 Option Exercises and Stock Vested

    | (1) Executives also received cash performance unit grants to compensate for dividends that may be paid to shareholders during the three-year vesting period, in the following amounts at threshold, target and maximum, respectively: Hippel — $3,819, $7,639, and $11,458; Geist — $2,444, $4,889, and $7,333; Kelderman — $2,499, $4,998, and $7,497. |

  90. 2023 Option Exercises and Stock Vested

    | | Stock Options* | | Restricted Stock Units | | | Executive | Time-based | Performance- vesting | Time-based | Performance- vesting** | | Charles Kummeth | $0 | $24,325,102 | $5,000,108 | $0 | | James Hippel | 1,374,976 | 687,508 | 0 | 687,601 | | Shane Bohnen | 190,699 | 0 | 499,945 | 0 | | Kim Kelderman | 879,961 | 439,960 | 0 | 440,085 | | Brenda Furlow | 749,943 | 0 | 750,111 | | | William Geist | 900,029 | 450,014 | 0 | 449,915 |

  91. 2023 Option Exercises and Stock Vested

    | * Amounts shown represent the total grant date fair value, and for the performance-based grants, assume target. The fair value of equity awards is determined pursuant to the Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of the fair value are described in Note 10 to the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. | | ** Cash performance units were also granted solely to compensate executives for dividends that may be granted to shareholders but that are not paid for unvested restricted share units during the three-year performance period. Cash performance awards vest at the same rate as the associated performance-based equity awards. |

  92. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC requires disclosure of the ratio of the annual total compensation received by our CEO compared to the median of the annual total compensation of all of our employees (other than our CEO), commonly referred to as the “pay ratio” disclosure. In fiscal year 2021 we updated our analysis to identify our median employee for purposes of our pay ratio disclosure. We calculated the annual total compensation of the median employee for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $105,484. Included in this total compensation for our median employee is a grant of stock options in fiscal year 2023 valued at $5000 at time of grant. Our CEO, Mr. Kummeth, received annual total compensation for fiscal year 2023 in the amount of $30,584,644 as reflected in the Summary Compensation Table included in this Proxy Statement. Based on this information, we estimate that Mr. Kummeth’s fiscal year 2023 annual total compensation was approximately 290 times the median of the annual total compensation of the median employee. This ratio includes in its calculation Mr. Kummeth’s fiscal year 2024 performance grant. Accordingly, we believe that supplementing this disclosure with a ratio excluding Mr. Kummeth’s fiscal year 2024 award reflects a more transparent and representative comparison of CEO pay against median-paid employees. With this special one-time performance-based incentive for fiscal year 2024 excluded, the resulting CEO pay ratio is 175 to 1.

  93. Pay vs. Performance

    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.

  94. Pay vs. Performance

    | | 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 |

  95. Pay vs. Performance

    | (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. |

  96. Pay vs. Performance

    | (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. |

  97. Pay vs. Performance

    | | 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 |

  98. Pay vs. Performance

    | (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. |

  99. Pay vs. Performance

    | (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. |