DEF 14A of BIO-TECHNE Corp, Sep 12, 2024

DEF 14A of BIO-TECHNE Corp

Filed Sep 12, 2024 · FY20240001308179-24-000703

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 2024 Annual Meeting. This table reflects changes to the composition of the committees made by the Board this year, and which resulted in Dr. Seth’s appointment to Chair of the Nominations & Governance Committee, Dr. Keegan’s appointment to the Nominations & Governance Committee, and Mr. Baumgartner’s appointment to the Compensation Committee. Directors are elected annually by a majority of votes cast. All of the nominees are independent except Mr. Kelderman.

  2. Information About the Nominees

    | | | Committee Membership | | | | | | | | | Name and Principal Occupation | | | | | | Director Since | Age | Gender | Under- represented Racial/Ethnic Minority | | Robert V. Baumgartner Former Executive Chairman, Center for Diagnostic Imaging | 0 | | | | | 2003 | 68 | M | | | Julie L. Bushman Former EVP International Operations, 3M | 2 | | | | | 2020 | 63 | F | | | John L. Higgins Former President and CEO, Ligand Pharmaceuticals | 1 | | | | | 2009 | 54 | M | | | Joseph D. Keegan, Ph.D. Advisor and Board Director | 1 | | | | | 2017 | 71 | M | | | Kim Kelderman President and CEO, Bio-Techne Corporation | 0 | | | | | 2023 | 57 | M | | | Judith Klimovsky, M.D. Executive Vice President and Chief Development Officer, Genmab, Inc. | 0 | | | | | 2024 | 67 | F | | | Roeland Nusse, Ph.D. Professor, Stanford University | 0 | | | | | 2010 | 74 | M | | | Alpna Seth, Ph.D. Former President and CEO, Nura Bio Inc. | 2 | | | | | 2017 | 61 | F | | | Rupert Vessey, MA, BM BCh, FRCP, DPhil Executive Partner and Chief Scientist, Flagship Pioneering, Inc. | 0 | | | | | 2019 | 59 | 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. Dr. Nusse received a one-year waiver of the Board’s retirement policy so that his and Dr. Randy Steer’s retirements from the Board, and their respective replacements, would be staggered. The Nominations and Governance Committee has commenced its process to identify qualified and accomplished candidates to join the Board during Dr. Nusse’s final year.

  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 2025 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. We expect this to be an uncontested election, meaning the number of director nominees is equal to (or less than) the number of directors to be elected. In an uncontested election, candidates who receive a greater number of “FOR” votes than “AGAINST” votes will be elected. An incumbent director who does not receive a majority of the votes cast “FOR” his or her election in an uncontested 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. Director Qualifications and Experience

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

  10. Director Qualifications and Experience

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

  11. 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.

  12. Nominees for Director

    | Robert V. Baumgartner | | | Age: 68 Director since: 2003 Chair since: 2012 INDEPENDENT CHAIR OF THE BOARD Committees: • Audit • Compensation | Professional Background From 2001 until 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 two privately held companies: United Theranostics, LLC, where he serves as Chair, and OIA Global. 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. |

  13. Nominees for Director

    | Julie L. Bushman | | | Age: 63 Director since: 2020 INDEPENDENT Other Public Boards • Adient, plc. (since 2016) • Phillips 66 (since 2018) Committees: • Audit • Compensation (chair) | Professional Background Ms. Bushman retired in 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 | | | Ms. Bushman developed extensive global experience in her various roles with 3M 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 Bio-Techne continues to expand globally and integrate systems to increase operational efficiencies. In addition to her extensive career experience, Ms. Bushman brings valuable governance experience through her service on the Audit and Compensation Committees for Adient, and on the Audit & Finance, Sustainability, and Public Policy Committees for Phillips 66. |

  14. Nominees for Director

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

  15. Nominees for Director

    | John L. Higgins | | | Age: 54 Director since: 2009 INDEPENDENT Other Public Boards • OmniAb, Inc. (Chair) (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. From 1997 until he joined Ligand in 2007, 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 previously was 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 has served as a director of several 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. |

  16. Nominees for Director

    | Joseph D. Keegan, Ph.D. | | | Age: 71 Director since: 2017 INDEPENDENT Other Public Boards • Interpace Diagnostics (since 2016) Committee: • Compensation • Nominations & Governance | 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 Nuclera and Biolog. | | | 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. |

  17. Nominees for Director

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

  18. Nominees for Director

    | Kim Kelderman | | | Age: 57 Director since: 2023 | Professional Background Mr. Kelderman was appointed CEO of Bio-Techne effective February 1, 2024. Previously, Mr. Kelderman was Bio-Techne’s President, Diagnostics and Genomics Segment since 2018. Before joining Bio-Techne, Mr. Kelderman led three different businesses of increasing scale and complexity at Thermo Fisher Scientific. For his last three years at Thermo Fisher Scientific, Mr. Kelderman managed the Platforms and Content of the Genetic Sciences Division, where he was responsible for the Instrumentation, Software, Consumables and Assays businesses and brands such as Applied Biosystems and legacy Affymetrix. Before joining Thermo Fisher, Mr. Kelderman was Senior Segment Leader at Becton Dickinson, managing its Blood Tubes “Vacutainer” business. | | | Other Affiliations Mr. Kelderman serves as Independent Director for StatLab Medical Products. | | | Education B.S. in Applied Sciences, Hogeschool Heerlen, the Netherlands. | | | Key Experience and Qualifications | | | As the Board’s only member of management, Mr. Kelderman provides critical insight on Bio-Techne’s commercial business, execution, challenges, and day-to-day operations. Mr. Kelderman’s service on the Board fosters the Company’s development, evolution, and implementation of strategy, while facilitating the flow of information between the Board and management. Mr. Kelderman further offers extensive significant executive management experience and expertise leading the growth of biotechnology companies. |

  19. Nominees for Director

    | Roeland Nusse, Ph.D. | | | Age: 74 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 also was 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. |

  20. Nominees for Director

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

  21. Nominees for Director

    | Alpna Seth, Ph.D. | | | Age: 61 Director since: 2017 INDEPENDENT Other Public Boards • Keros Therapeutics (since May, 2023) • Dr. Reddy’s Laboratories (since September, 2023) Committees: • Nominations & Governance (Chair) • 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 January 2019, 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. Dr. Seth is a graduate of Harvard Business School’s Advanced Management Program. | | | 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. Dr. Seth also brings valuable governance expertise through her service on public and private boards for companies in biotechnology, with experience serving on a variety of committees such as Audit, Science and Technology, Risk, Compensation, and Nominations and Governance. |

  22. Nominees for Director

    | Judith Klimovsky, M.D. | | | Age: 67 Director since: 2024 INDEPENDENT Other Public Boards • Bellicum Pharmaceuticals (2018-2023) Committees: • Science & Technology | Professional Background Dr. Klimovsky is the Executive Vice President and Chief Development Officer at Genmab, an international biotechnology company that specializes in the creation and development of antibody therapeutics. At Genmab, Dr. Klimovsky has built an R&D team from under 20 to over 500, commercializing multiple products through development and regulatory approval. Before joining Genmab in 2017, Dr. Klimovsky held various senior global clinical and research positions at Novartis Oncology, a division of Novartis AG, including SVP & Global Head, Oncology Clinical Development. Dr. Klimovsky also served as Regional Medical Director, Latin America for Merck & Co. and held several research and development roles of increasing responsibility at Bristol-Myers Squibb Company. | | | Education Dr. Klimovsky received her M.D. from the Universidad de Buenos Aires. | | | Key Experience and Qualifications | | | Dr. Klimovsky provides distinctive, valuable expertise to the Board. Following her appointment and onboarding earlier this year, she immediately made a positive impact with her strong medical and scientific foundational training, her experience leading product development and commercial life cycle management, her proven success in cultivating growth through innovation, and her deep knowledge of the pharmaceutical and biotechnology industries. |

  23. Nominees for Director

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

  24. Nominees for Director

    | Dr. Rupert Vessey, MA, BM BCh, FRCP, DPhil | | | Age: 59 Director since: 2019 INDEPENDENT Committees: • Compensation • Science & Technology | Professional Background Dr. Vessey joined Flagship Pioneering (a life sciences venture capital company) 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. Dr. Vessey serves on the Board of Directors for Generate: Biomedicines. | | | 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 Bio-Techne customer group. 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. |

  25. Nominees for Director

    | Board Diversity Matrix (As of June 30, 2024) | | | | | Total Number of Directors | | 9 | | | | Female | | Male | | Part I: Gender Identity | | | | | Directors | 3 | | 6 | | Part II: Demographic Background | | | | | Asian | 1 | | 0 | | Hispanic | 1 | | 0 | | White | 1 | | 6 |

  26. Nominees for Director

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

  27. 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 reviews annually the level and form of director compensation and, if it deems appropriate, recommends changes to the Board.

  28. Director Compensation Program for Fiscal Year 2024

    Director Compensation Program for Fiscal Year 2024 Our director compensation program has not changed since 2020. Cash compensation for the non-employee directors continues to be as follows:

  29. Director Compensation Program for Fiscal Year 2024

    | Every non-employee director | $75,000 | | Board Chair | additional $120,000 | | Chair of Audit Committee | additional $25,000 | | Chair of Compensation Committee | additional $17,500 | | Chairs of other committees | additional $15,000 |

  30. Director Compensation Program for Fiscal Year 2024

    These amounts are paid in monthly increments, and are pro-rated for a partial year of service if a director joins the Board other than by election at the annual meeting of shareholders. No additional compensation is paid for membership on committees or attendance at meetings, though non-employee directors are reimbursed for the reasonable expenses they incur to attend Board and committee meetings. In addition, every year each non-employee director receives an equity grant valued at $200,000 (based on the closing price of Bio-Techne stock on the day of the most recent annual meeting) that vests upon the sooner of the one-year anniversary of the grant date or the next annual shareholder meeting. Equity grants are provided 50% in stock options, with a ten-year term and an exercise price equal to the fair market value of Bio-Techne’s common stock on the grant date, and 50% in restricted stock. Non-employee directors who join the Board other than by election at an annual meeting of shareholders receive a pro-rated equity grant based on the portion of the year they will serve. Directors who are employees of Bio-Techne or its subsidiaries do not receive any additional compensation for service on 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 | $99,954 | $100,010 | $498 | $410,462 | | Julie L. Bushman | 91,042 | 99,954 | 100,010 | 498 | 291,504 | | John L. Higgins | 100,000 | 99,954 | 100,010 | 498 | 300,462 | | Joseph Keegan, Ph.D. | 75,000 | 99,954 | 100,010 | 498 | 275,462 | | Judith Klimovsky, M.D. | 13,750 | 49,953 | 49,975 | 54 | 113,732 | | Roeland Nusse, Ph.D. | 90,000 | 99,954 | 100,010 | 498 | 290,462 | | Alpna Seth, Ph.D. | 75,000 | 99,954 | 100,010 | 498 | 275,462 | | Randolph C Steer, M.D., Ph.D. | 76,458 | 99,954 | 100,010 | 498 | 276,921 | | Rupert Vessey, MA, BM BCh, FRCP, DPhil | 75,000 | 99,954 | 100,010 | 498 | 275,462 |

  32. Incentive Payouts for Business Performance

    Incentive Payouts for Business Performance

  33. Fiscal Year 2024 Incentives for Executive Employees

    Fiscal Year 2024 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, delivered differentiated performance against our industry peers in fiscal 2024. As discussed in “Fiscal Year 2024 Target Bonus Earned Incentives” on page 50, Bio-Techne met organic revenue growth thresholds on a Company-wide basis, as well as within its Protein Sciences and Diagnostics and Genomics Segments; additionally, the Diagnostics and Genomics Segment met its operating margin threshold, though this threshold was not met on a Company-wide basis or by the Protein Sciences Segment.

  34. Timeline of Shareholder Engagement and Compensation Committee Actions

    | 2024 | | | January 24 | Compensation Committee Meeting • Evaluate rTSR performance • Discuss inclusion of cap on rTSR (for 3-year LTI) where TSR is negative • Evaluate ROIC as a measure for executive compensation • Evaluate use of ESG/Sustainability metrics as a measure for executive compensation • Evaluate mix of fixed vs. at-risk compensation • Analyze the bands of “threshold – target – max” payout range for annual bonus | | April 23 | Compensation Committee Meeting • Discussed and Approve changes to peer group for executive compensation • Discussed and Approve rTSR comparator group • Further discussed and Approved cap on rTSR (for 3-year LTI) when TSR is negative | | June 14 | Compensation Committee meeting • Discuss and Approve update to mix of executive compensation equity compensation, weighted as follows: • 25% time-vesting RSUs • 25% time-vesting Options • 50% performance-vesting RSUs |

  35. Shareholder Feedback: Concerns about Mr. Kummeth’s CEO compensation design

    Bio-Techne announced on August 4, 2022, that Mr. Kummeth would be retiring at the end of fiscal 2024. By providing ample advance notice, Mr. Kummeth ensured that the Board would have sufficient time to identify and evaluate potential successors and facilitate a smooth and orderly handover of responsibility. The Compensation Committee and its external compensation consultant of a situation-specific compensation arrangement designed to secure Mr. Kummeth’s continued service until and through the next CEO commenced employment, in order to ensure an orderly, planful and smooth transition of the role. The overriding goal of this compensation package was to retain Mr. Kummeth’s active services through the end of fiscal 2024, and to provide a strong incentive for continuing to guide the Company to outstanding performance until his successor could be selected and step into the role. Mr. Kummeth’s salary and target bonus were set to remain flat through to his retirement. Mr. Kummeth’s time-vested equity consisted of time-vested RSU grants in the amount of $5 million for each of fiscal 2023 and fiscal 2024, and which was consistent with the amount of time-based equity he received in fiscal 2022. The greatest percentage of Mr. Kummeth’s compensation package for 2023 and 2024 came in the form of performance-vesting options that the Committee felt aligned pay with performance during a potentially distracting transition. These performance-vesting options were timed to align with his planned exit, and were spread across two discrete tranches valued by the Committee at $20 million. The first half of the performance-vesting options were eligible to vest based on fiscal 2023 performance, and the other half were eligible to vest based on fiscal 2024 performance. Both tranches could only vest if the Company hit organic revenue goals in line with the other NEOs. The Committee’s rationale for this shorter time period was that such a structure ensured that a single underperforming year would not render the entire award unachievable and undermine the retention and motivation objectives inherent in the grant. Further, even if the stock options vested, they would only have meaningful value if there was significant appreciation in the value of Bio-Techne common stock. Notably, at the time this portion of Mr. Kummeth’s compensation was negotiated, the preliminary calculations estimated the option award to be worth approximately $20 million for the two years, which would have been in line with his fiscal 2022 equity grant value of $10.3 million on an annualized basis. Instead, the steady increase in the Black-Scholes value of an option drove up the overall value of Mr. Kummeth’s options by approximately $4 million and which was a cause for shareholder concern. The Compensation Committee believes that the design and structure of Mr. Kummeth’s compensation was ultimately effective, as his and the Company’s performance remained strong relative to peers despite considerable challenges to the macro-environment, and, since the Company was able to execute a successful and smooth CEO transition. Because the Company unfortunately did not attain the threshold organic revenue targets required for either of Mr. Kummeth’s performance-based options to vest, no payout was awarded. As such, the realized value attributable to the award was $0.

  36. Shareholder Feedback: Consider including other performance metrics in the executive compensation program

    Shareholder Feedback: Consider including other performance metrics in the executive compensation program

  37. Shareholder Feedback: Consider including other performance metrics in the executive compensation program

    | What Shareholders said: Shareholders recommended we consider adding performance metrics in our executive compensation program, such as return on invested capital (ROIC) or sustainability objectives. |

  38. Shareholder Feedback: Consider including other performance metrics in the executive compensation program

    How we Responded:

  39. Shareholder Feedback: Consider including other performance metrics in the executive compensation program

    | • | The Compensation Committee reviewed this recommendation during fiscal 2024 | | • | The Committee determined that an ROIC measure would risk disincentivizing strategically beneficial investments and undermine long-term shareholder value | | • | The Committee will continue to evaluate the viability of these and other measures in future years |

  40. Shareholder Feedback: Consider including other performance metrics in the executive compensation program

    While the feedback provided by shareholders on this subject related primarily to the Company’s measures for long-term incentive compensation, the Compensation Committee opted to review the design of both our short- and long-term awards. Specifically, the Compensation Committee sought data on its peers’ experience using either ROIC or sustainability measures to determine whether their experience offered insight as to how such a measure could be modeled at Bio-Techne. This analysis provided insufficient data, as only a small minority of the Company’s peers used ROIC, and that ESG goals were also infrequently and inconsistently used. The Committee further evaluated how either of these measures may impact and incentivize performance, and determined that neither measure was appropriate at this time. The Compensation Committee concluded that an ROIC metric could disincentivize risk-taking in line with the Company’s strategy, or could incentivize taking risks misaligned with long term value creation. With respect to ESG goals, the Committee felt that its existing structure already aligned with long-term, sustainable, value-creation, and that adding narrow ESG goals might disrupt or distract from the broader strategy of growth and sustainability. The Committee has committed to continue to assess the potential inclusion of either or both of these measures in future years if aligned with Company objectives and shareholder value creation.

  41. Shareholder Feedback: Concerns about narrow annual bonus payout curve

    Shareholder Feedback: Concerns about narrow annual bonus payout curve

  42. Shareholder Feedback: Concerns about narrow annual bonus payout curve

    | What Shareholders said: Shareholders stated that the annual cash bonus payout curve seemed narrow, leading to potential bonus payouts that are disproportionate to actual achievements. |

  43. Shareholder Feedback: Concerns about narrow annual bonus payout curve

    How we Responded:

  44. Shareholder Feedback: Concerns about narrow annual bonus payout curve

    | • | The Compensation Committee reviewed this recommendation during fiscal 2024 | | • | The Committee implemented an expanded curve, with a lower threshold and a higher maximum, serving shareholder interests in retaining strong leadership while motivating exceptional performance |

  45. Shareholder Feedback: Concerns about narrow annual bonus payout curve

    The Compensation Committee evaluated its fiscal 2023 curve of 97% - 103% and agreed that these payout bands disproportionately rewarded overperformance, and simultaneously did not sufficiently reward the Company’s differentiated actual performance relative to its peers in the face of significant industry headwinds. To better align pay with performance as well as to simultaneously drive retention and exceptional performance, the Compensation Committee implemented a wider payout band effective for fiscal 2025. For external data points, the Compensation Committee analyzed the payout curves used by the Company’s peers for these same measures, and noted that peers utilized wider curves with lower thresholds and more challenging maximum thresholds. Accordingly, the Committee adopted for fiscal 2025 a payout range for organic revenue measure of 93% for threshold and 105% for maximum; and for adjusted operating margin, 92% for threshold and 108% for maximum.

  46. Shareholder Feedback: Desire for additional information concerning fiscal 2024 rTSR Input

    | What Shareholders said: Shareholders requested greater detail regarding the design of the rTSR input into the performance-vesting portion of fiscal 2024 long-term incentive compensation. |

  47. Shareholder Feedback: Desire for additional information concerning fiscal 2024 rTSR Input

    | • | We committed to improved transparency | | • | See “Introducing the rTSR Measure for Fiscal 2024 Performance-Based Long Term Incentives” on page 51 | | • | We have provided details regarding changes to the rTSR measure that will be effective in fiscal 2025 |

  48. How Our Fiscal 2024 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 |

  49. 2024 Executive Compensation Program

    | | Element | Form | | 2024 Metrics and Weighting | Alignment with Shareholder Value Creation | | 1 | Base Salary | Cash Fixed | | | • Attracts and retains high-performing executives by providing market-competitive fixed pay | | 2 | Annual Cash Incentive (Short-Term Incentives) | Cash Performance- Based | 50% 50% | Organic Revenue Adjusted Operating Income | • Drives Company-wide and segment performance • Focuses efforts on growing profitable revenue and earnings and achieving strategic business goals | | 3 | Long-Term Equity Awards (Long-Term Incentives) | Three-Year Performance- Based Options & Three-Year Performance- Based RSUs (equal weighting) | 40% 35% 25% | Organic revenue Adjusted Operating Margin rTSR | • Encourages executives to be, and to think like, shareholders • Motivates executives to deliver sustained long-term growth to the business and to the Company’s share price • Retains high–performing executives by providing a meaningful incentive to stay with the Company | | | | Time-Vesting Options | | | • Incentivizes strong performance and profitable growth through award of variable equity | | 4 | Retiring CEO Equity Grants* | One-Year Performance-Based Options to be granted in FY23 and FY24 | 100% | Organic revenue goal in line with revenue goal applicable to other NEOs | • Drives Company-wide performance • Focuses efforts on growing revenue and earnings and achieving strategic business goals | | | | Restricted Stock Grant | | | • Drives retention and incentivizes performance to and through appointment of successor | | 5 | Other Compensation and Benefits | | | | • Attracts and retains high-performing executives by offering competitive benefits |

  50. 2024 Executive Compensation Program

    | • | Note that retiring CEO Mr. Kummeth did not receive the Long-Term Equity Awards listed in row 4, as the structure of his package during the CEO transition included base salary, annual cash inventive, restricted stock grant, and the two-year performance grants. |

  51. Best Practices in Compensation Governance

    | | Pay for performance. Approximately 89% of our new CEO’s target direct compensation, and 85% of target direct compensation (on average) for the other NEOs, was variable and at-risk. | | | Emphasize long-term performance through equity grants. Approximately 77% of our new CEO’s target direct compensation (72% on average for our other NEOs) is equity-based, with multi-year vesting. Due to his retirement and support during the CEO transition, Mr. Kummeth’s performance equity grants could have vested in two one-year periods, but ultimately did not vest. | | | 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 following 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. |

  52. Key Considerations in Development of Annual and Long-Term Goals

    Key Considerations in Development of Annual and Long-Term Goals

  53. Key Considerations in Development of Annual and Long-Term Goals

    | Business Environment | Competitive Factors | Company-Specific Factors | | • Market outlook | • Industry trends | • Historical trends | | • International trends | • Competitive landscape | • Historical performance | | • Analyst expectations | • Market growth | • Strategic initiatives | | • Tax policy | | • Capital deployment opportunities | | | | • Recent capital deployment decisions |

  54. 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. For fiscal year 2024, 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. Additionally, Aon provided analysis and benchmarking to support the Compensation Committee’s review and response to shareholder concerns as detailed above throughout fiscal year 2024. 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 2024, the Compensation Committee determined that Aon continued to be independent under applicable Nasdaq listing standards.

  55. Use of a Peer Group to Set Pay

    Use of a Peer Group to Set Pay 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 Bio-Techne, 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 Bio-Techne in terms of 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 equally 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 with the skills to not only manage the Company as it exists today, but also to guide the Company 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 it is 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 2024 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.

  56. Use of a Peer Group to Set Pay

    | For compensation decisions for fiscal year 2024, our peer group consisted of the following companies: | | | | • Align Technology, Inc. • Alkermes plc • Avantor, Inc. • Bio-Rad Laboratories, Inc. • EXACT Sciences Corporation • Globus Medical, Inc. • Haemonetics Corporation • IDEXX Laboratories • Insulet Corporation | • Integra LifeSciences Holdings Corp • Masimo Corporation • Natera, Inc. • QIAGEN N.V • QuidelOrtho Corporation • Repligen Corporation • Revvity Inc. • Teleflex Inc. • Waters Corp. | Peer Group Measures (at the time the peer group was confirmed) Market capitalization • peer median: $11.04 billion • Bio-Techne’s market capitalization: $12.8 billion • Bio-Techne’s position: 60th percentile Revenues • peer median: $2.060 billion (trailing four quarters) • Bio-Techne’s revenues: $1.198 billion • Bio-Techne’s position: 18th percentile Operating Income • peer median: $343.3 million (trailing four quarters) • Bio-Techne’s operating income: $288. million • Bio-Techne’s position: 58th percentile Annualized 3-Year TSR • peer median: 6% • Bio-Techne’s annualized 3-Year TSR: 11% • Bio-Techne’s position: 58th percentile |

  57. 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.

  58. Fiscal Year 2024 Target Bonus Amounts

    Fiscal Year 2024 Target Bonus Amounts The Compensation Committee assigned a target bonus opportunity for each NEO, expressed as a percentage of base salary, as shown below.

  59. Fiscal Year 2024 Target Bonus Amounts

    | Executive | 2024 Base Salary ($) | Target Annual Incentive (as % of base salary) | Target Annual Incentive ($) | | Kim Kelderman(1) | $759,511 | 110% | $784,050 | | James Hippel | 695,167 | 100% | 695,167 | | Shane Bohnen | 344,760 | 70% | 241,332 | | William Geist | 551,200 | 90% | 496,080 | | Matthew McManus(2) | 253,846 | 90% | 237,600 | | Charles Kummeth(3) | 1,184,200 | 160% | 1,894,720 |

  60. Fiscal Year 2024 Target Bonus Amounts

    | (1) FY 2024 includes actual base salary paid to Mr. Kelderman for the time before he became Chief Executive Officer. Base salary for the Chief Executive Officer position is $900,000, which was prorated for the portion of the year in which he was the Chief Executive Officer. Mr. Kelderman’s target annual incentive as a % of base salary is based on his time as CEO. His actual target annual incentive as a % of base salary was based upon a mix of his time previous to the CEO as well as his time during his CEO tenure. | | (2) FY 2024 is actual base salary paid to Mr. McManus, which has been prorated from $550,000. | | (3) Mr. Kummeth’s salary did not change when he became a Senior Advisor effective February 1, 2024. He was paid the same salary he earned as Chief Executive Officer during all of FY 2024. |

  61. Fiscal Year 2024 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.

  62. Fiscal Year 2024 Target Bonus Performance Metrics

    Fiscal Year 2024 Target Bonus Performance Metrics For fiscal 2024, 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’s enduring rationale for utilizing these metrics remains that they are the primary drivers of profitable growth and best aligned with our both our long-term corporate strategy and shareholders’ interests. The Compensation Committee used this approach to align pay with performance over which each executive has significant influence. However, at least one-half of each NEO’s annual bonus plan payout is based on corporate performance to drive enterprise-wide behaviors. Our NEOs had the following weightings for their respective annual incentive opportunities. The weightings for Mr. Kelderman applied on a pro-rated basis during his tenure in each role listed below.

  63. Fiscal Year 2024 Target Bonus Performance Metrics

    | | Company-Wide Goals | | Segment Goals | | | Executive | Organic Revenue* | Adjusted Operating Income** | Organic Revenue | Adjusted Operating Income | | Kim Kelderman (Chief Executive Officer) - Feb. 1 - June 30 | 50% | 50% | 0% | 0% | | Kim Kelderman (Chief Operating Officer) Nov. 1 – Jan. 31 | 50% | 50% | 0% | 0% | | Kim Kelderman (Diagnostics and Genomics segment) – July 1 – Oct. 31 | 25% | 25% | 25% | 25% | | James Hippel | 50% | 50% | 0% | 0% | | William Geist (Protein Sciences segment) | 25% | 25% | 25% | 25% | | Matthew McManus (Diagnostics & Genomics Segment) | 25% | 25% | 25% | 25% | | Shane Bohnen | 50% | 50% | 0% | 0% | | Charles Kummeth | 50% | 50% | 0% | 0% |

  64. Fiscal Year 2024 Target Bonus 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. |

  65. Fiscal Year 2024 Target Bonus Performance Metrics

    The range of possible payouts for the Company and segment performance metrics for fiscal year 2024 are shown below.

  66. Fiscal Year 2024 Target Bonus 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 | 1,126.5M | 50% | 397.4M | 50% | | Target | 1,185.8M | 100% | 418.3M | 100% | | Maximum | 1,221.4M | 200% | 439.2M | 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 | 827.4M | 50% | 355.9M | 50% | | Target | 870.9M | 100% | 374.6M | 100% | | Maximum | 897.0M | 200% | 393.4M | 200% | | | 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 | 299.1M | 50% | 46.6M | 50% | | Target | 314.9M | 100% | 49.1M | 100% | | Maximum | 324.3M | 200% | 51.5M | 200% |

  67. Fiscal Year 2024 Target Bonus Performance Metrics

    The payout percentage for each executive is the sum of the weighted payouts for each applicable metric. While not exercised in fiscal 2024, 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.

  68. Fiscal Year 2024 Target Bonus Earned Incentives

    Fiscal Year 2024 Target Bonus Earned Incentives The Company had differentiated financial results compared to its peers, but did not achieve the thresholds for adjusted operating income on a Company-wide basis or within the Protein Sciences Segment. Accordingly, the 50% portion of the annual cash bonus incentive associated with this metric were not achieved. The Diagnostics and Genomics Segment exceeded the threshold for both revenue and operating income requirements. These results clearly demonstrate both the rigor of our targets and the alignment between pay and performance. Payouts under the Short-Term Incentive Plan for fiscal year 2024 for our NEOs were as follows:

  69. Fiscal Year 2024 Target Bonus Earned Incentives

    | Executive | Annual Salary* | % Eligible | Target Annual Incentives ($) | Bonus Blend % | 2024 Bonus Paid | As a % of Target | | Kim Kelderman | $759,511 | 110% | $784,050 | 36.4% | $285,394 | 36.4% | | James Hippel | 695,167 | 100% | 695,167 | 31.5% | 218,978 | 31.5% | | William Geist | 551,200 | 90% | 496,080 | 29.2% | 144,855 | 29.2% | | Matthew McManus | 253,846 | 90% | 237,600 | 52.2% | 124,027 | 52.2% | | Shane Bohnen | 344,760 | 70% | 241,332 | 31.5% | 76,020 | 31.5% | | Charles Kummeth | 1,184,200 | 160% | 1,894,720 | 31.5% | 596,837 | 31.5% |

  70. Fiscal Year 2024 Target Bonus Earned Incentives

    | * Reflects actual salary paid in FY24 |

  71. Fiscal Year 2024 Target Bonus Earned Incentives

    Cash bonus performance results for the NEOs are reflected in the 2024 Summary Compensation Table. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for fiscal year 2024.

  72. Long-Term Incentive Compensation Awarded in Fiscal Year 2024

    Long-Term Incentive Compensation Awarded in Fiscal Year 2024 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.

  73. Introducing the rTSR Measure for Performance-Based Long-Term Incentives

    Introducing the rTSR Measure for Performance-Based Long-Term Incentives

  74. Introducing the rTSR Measure for Performance-Based Long-Term Incentives

    | rTSR Comparators | | Comparator Criteria | | Abcam PLC | Intuitive Surgical Inc. | Primarily in life sciences, diagnostics, or medical technology Avg. enterprise value divided by EBITDA on trailing 12-month and fiscal year-one basis in line with Bio-Techne’s TTM and FY-1 12-month average Similarly situated acquisitive profile | | Align Technology Inc. | Masimo Corp. | | | Avantor, Inc. | Mettler-Toledo Int’l Inc. | | | Bio-Rad Laboratories, Inc. | PerkinElmer Inc. | | | DexCom, Inc. | Insult Corp. | | | Globus Medical Inc. | Qiagen NV | | | Haemonetics Corp. | Repligen Corp. | | | Integra Life Sciences | ResMed Inc. | | | IDEXX Laboratories, Inc. | West Pharmaceutical Services Inc. | | | Illumina Inc. | | |

  75. Introducing the rTSR Measure for Performance-Based Long-Term Incentives

    In June 2023, the Compensation Committee approved the addition of an rTSR measure for three-year performance-based LTI. The inclusion of rTSR followed extensive engagement with investors regarding the design of our short- and long-term measures, as well as extensive evaluation, analysis, and benchmarking over the span of several committee meetings in fiscal 2023. The Compensation Committee’s rationale for this change was anchored on three key themes: aligning executive compensation with shareholder experience; differentiating short- and long-term compensation measures; and, adopting executive LTI compensation with industry best practice. The committee relied on analysis and recommendations from its compensation consultant in setting the design for this measure, including weighting, comparators, payout curve, and performance period changes to comparators. In selecting the rTSR comparator group, we selected companies whose business was primarily in life sciences, diagnostics, or medical technology. From that threshold, we identified companies that, in the aggregate, had an average enterprise value divided by EBITDA on a trailing 12-month (TTM) and fiscal year one (FY1) basis that was approximately in line with Bio-Techne’s TTM and FY1 12-month average. Additionally, we focused on companies with a similar acquisitive profile, and also closely scrutinized our peers for setting executive compensation for inclusion in the peer group for rTSR. With regard to the payout curve, the Compensation Committee implemented a more challenging threshold, but otherwise sought a curve in line with industry practice. Specifically, the committee established a higher threshold of 35% to achieve a 50% payout than the median comparator who set only a 25% threshold for a 50% payout. Per the Compensation Committee’s design, the calculation of Total Shareholder Return for both the beginning and ending stock price would be based on the five-day average closing stock price ending on the first and last day of the performance period. This calculation would use the dividend adjusted share price. The rationale for this calculation is to avoid inherent volatility from a one-day measurement period. Further, the design of rTSR include guidance for addressing changes to the comparator group during the performance period. If there is a merger of two peers in the peer group, for instance, the surviving company shall remain for purposes of calculating rTSR. If a peer company is acquired by a company outside the peer group, the Compensation Committee may use its reasonable discretion in selecting between the following: either measure TSR based on start of the performance period through date of acquisition, or exclude TSR for the acquired company. Finally, if a peer company declares bankruptcy, then that peer shall be assigned a TSR of -100%.

  76. Changes to rTSR Metric for Fiscal Year 2025

    Changes to rTSR Metric for Fiscal Year 2025 For fiscal 2025, following shareholder engagement discussions and additional evaluation and analysis during fiscal 2024, the Compensation Committee further refined the rTSR measure. With regard to the comparator group, the committee retained the comparator group from fiscal 2024 except for those companies that were acquired, or, in the case of new peer Revvity, Inc., split from former peer company PerkinElmer. Further, the Compensation Committee implemented a cap where Bio-Techne’s Total Shareholder Return over the measurement period was negative. While benchmarking of its peers indicated that a minority utilized a cap for negative TSR, the committee determined that allowing maximum payout where TSR was negative did not align with shareholder interest or experience. Specifically, the Compensation Committee determined that a payout metric aligned with shareholder return should not results in a greater than 100% award if the Company’s performance resulted in negative shareholder value, even where performance was positively differentiated. Accordingly, the committee implemented a cap for fiscal 2025 that would implement a flat 100% cap on the rTSR measure where the Company’s TSR is negative and rTSR is at or above the 50th percentile. A table modeling the new payout structure is below.

  77. Mr. Kummeth’s Transitional Compensation Program

    | • | Base salary and bonus percentages would remain flat through his retirement; | | • | He would receive a time-based restricted stock unit grant in fiscal 2023 with an aggregate value of $5,000,000 at the grant date and a three-year vesting schedule; | | • | He would receive an identical grant of time-based restricted stock in fiscal 2024; and | | • | He would receive a single one-time performance-based grant in fiscal 2023 for 1.2 million options, half of which were eligible to vest based on fiscal 2023 performance and half of which were eligible to vest based on fiscal 2024 performance. Performance targets for these options were based upon the Company’s achievement of year-over-year organic revenue growth and were in line with organic revenue targets applicable to the other NEOs. |

  78. Fiscal Year 2024 Long-Term Incentive Grants

    Fiscal Year 2024 Long-Term Incentive Grants

  79. Named Executive Officers

    Named Executive Officers For the past nine 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 2024, all of the NEOs other than Mr. McManus, who was hired as President – Diagnostics & Genomics Segment later in fiscal 2024, received grants of long-term incentive awards in the forms and with the target amounts shown below. Mr. McManus received his pro-rated grants upon his hire consistent with the Company’s Equity Grant Policy.

  80. Named Executive Officers

    | | Stock Options* | | Restricted Stock Units | | Restricted Stock | | Executive | Time-based ($) | Performance- based ($) | Time-based ($) | Performance- based** ($) | Time-based | | Kim Kelderman**** | $2,965,857 | $892,561 | $0 | $892,595 | $749,975 | | Charles Kummeth*** | 0 | 0 | 5,000,028 | 0 | 0 | | James Hippel | 1,443,749 | 721,869 | 1,390,380 | 721,893 | 0 | | William Geist | 945,009 | 472,499 | 1,047,249 | 472,519 | 0 | | Matthew McManus***** | 395,845 | 131,948 | 950,033 | 131,962 | 0 | | Shane Bohnen | 512,510 | 249,999 | 12,522 | 249,994 | 0 |

  81. Named Executive Officers

    | * 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 FASB 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, 2024. | | ** 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. Performance-based cash performance unit awards vest at the same rate as the associated performance-based equity awards. | | *** Mr. Kummeth received a time-vesting cash performance unit grant of $62,049 that is to be paid out evenly over three years. | | **** Mr. Kelderman’s grants include a one-time grant issued on February 1, 2024, of 51,890 time-vested stock options with a grant price of $68.54 for his promotion to CEO, and were pro-rated to reflect his partial year as CEO. | | ***** Mr. McManus’ grants were issued February 1, 2024, and were pro-rated to reflect his partial year of employment. If Mr. McManus had been employed for the full year, the value of his performance awards would have been doubled. |

  82. Mr. Kummeth’s Grant

    | | Stock Options* | Restricted Stock Units | Non-Equity Incentive Plan Compensation*** | | Executive | Performance- based ($) | Time-based ($) | Time-based ($) | | Charles Kummeth | $24,325,102** | $5,000,108 | $62,049 |

  83. Mr. Kummeth’s Grant

    | * Amount shown represents the total grant date fair value, assuming target-level performance. The fair value of equity awards is determined pursuant to the FASB 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, 2024. | | ** 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 years 2023 and 2024 performance-vesting options did not vest. | | *** Amount shown represents a time-based cash performance unit grant that is to be paid out evenly over three years. |

  84. 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. As noted above, effective in fiscal 2025, the Company’s time-vesting stock option grants for NEOs will have a ten-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 from the grant date to the exercise date.

  85. 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 goals for consolidated adjusted operating income, consolidated organic revenue, and, as described below, relative shareholder return during the measurement period from fiscal 2024 through fiscal 2026. Vesting of the NEOs’ performance-based equity awards will occur, if at all, on the later of the third anniversary of the date of grant or the date on which the Compensation Committee evaluates and certifies achievement of the performance criteria, but in any event no later than 90 days after the end of fiscal 2026. For competitive reasons, the performance goals for adjusted operating income and consolidated organic revenue are not disclosed in advance. The design of the relative total shareholder return metric, including levels for threshold, target, and maximum payments.

  86. Performance-Vesting Stock Options and RSUs

    | Metric | Weight | Purpose | | Consolidated organic revenue | 40% | continued revenue growth is the best long-term driver of consistent cash generation | | Adjusted operating income | 35% | operating income is an important driver of share price valuation and shareholder expectations | | Relative total shareholder return | 25% | shareholder return aligns executive compensation directly with our shareholders’ experience, ensuring that executives focus on creating long-term shareholder value, and also accounts for differences in industry-specific market conditions |

  87. Performance-Vesting Stock Options and RSUs

    The terms of Mr. Kummeth’s performance grant were different, as described above. The following table sets forth the threshold, target, and maximum potential amounts that will vest for our NEOs at the end of fiscal year 2026 under the performance-vested equity awarded for fiscal year 2024.

  88. Performance-Vesting Stock Options and RSUs

    | | Stock Options | | | Restricted Stock Units(1) | | | | Executive | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | Kim Kelderman(2) | 446,280 | 892,561 | 1,338,841 | 446,298 | 892,595 | 1,338,893 | | Charles Kummeth | 0 | 0 | 0 | 0 | 0 | 0 | | James Hippel | 360,935 | 721,869 | 1,082,804 | 360,946 | 721,893 | 1,082,839 | | William Geist | 236,250 | 472,499 | 708,749 | 236,259 | 472,519 | 708,778 | | Matthew McManus(3) | 65,974 | 131,948 | 197,922 | 65,981 | 131,962 | 197,944 | | Shane Bohnen | 124,999 | 249,999 | 374,998 | 124,997 | 249,994 | 374,992 |

  89. Performance-Vesting Stock Options and RSUs

    | (1) All NEOs, excluding Mr. Kummeth and Mr. McManus, also received performance-based 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 — $4,479, $8,959, and $13,438; Kelderman — $2,867, $5,734, and $8,601; Geist — $2,932, $5,864, and $8,796; Bohnen — $1,551, $3,103, $4,654. | | (2) The totals presented include a grant of 25,945 performance-vested stock options and 9,423 performance-vested restricted share units, issued on February 1, 2024, and a grant price of $68.54 per share, for his promotion to Chief Executive Officer. Mr. Kelderman’s grants received for his promotion to CEO were pro-rated to reflect his partial year as CEO. | | (3) Represents performance-based awards granted on February 1, 2024 upon the start of Mr. McManus’ employment with the Company. These amounts were pro-rated for his time of employment during the year. If Mr. McManus had been employed the full year, each of the values denoted above would be doubled. |

  90. Selection of Performance Metrics for Long-Term Incentive Awards

    Selection of Performance Metrics for Long-Term Incentive Awards The Company believes that its success in driving differentiated shareholder value has been attributable to our dual focus on present-day execution and success with a sustainable platform for future profitable growth. The Compensation Committee believes that rewarding growth of organic revenue and adjusted operating income constitute the most direct and compelling measures of both current and future profitable growth. Because the Compensation Committee expects these measures to motivate decision-making to increase shareholder value over a one year period, and also over a three year period and beyond, these measures are included as performance metrics in both our annual bonus plan and in our long-term equity awards. As a company with a focus on growth, these measures remain integral to ensuring that the Company’s leadership focuses both on in-year success while ensuring in-year decisions will bring long-term value. In fiscal 2023, in response to feedback noting overlap of measures in our incentive plans and recommending a relative performance measure, the Compensation Committee implemented the rTSR measure for long-term incentives discussed above. The rTSR measure has continued to evolve for fiscal 2025, but the overall weighting of measures for three-year performance incentives remains.

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

    Time-Vested Restricted Stock and Restricted Stock Unit Grants In addition to granting a time-vested restricted stock unit award to Mr. Kelderman in connection with his appointment to the COO role effective November 1, 2023, the Compensation Committee also granted to senior executives Mr. Geist and Mr. Hippel time-vested restricted stock units to retain these senior executives through the transition. All three of these grants will vest one-third each year over a three-year period.

  92. Long-Term Incentive Compensation Results in Fiscal Year 2024

    Long-Term Incentive Compensation Results in Fiscal Year 2024 The long-term performance equity awards granted as part of fiscal year 2022 executive compensation were scheduled to vest in August 2024, after the conclusion of the three-year performance period. As shown below, based the Company’s performance relative to the performance goals set in the first quarter of 2022, the long-term incentive awards did not vest for any of the NEOs, resulting in a 0% payout.

  93. Long-Term Incentive Compensation Results in Fiscal Year 2024

    | * 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, 2024. See Appendix A. |

  94. Preview of Executive Compensation Changes for Fiscal Year 2025

    | Change to compensation program | Rationale | | widened the bonus payout curve from 97% - 103% for both metrics to 93% - 105% for revenue and 92% - 108% for operating margin | improves proportionality of award for strong performance and acknowledges the challenges of the current macro-environment | | modified time-vesting options from a seven-year expiration to a ten-year expiration | promotes longer-term and sustainably profitable strategy, as well as enhanced retention | | incorporated RSUs in the time-vesting component of compensation | enhanced retention | | eliminated performance-vesting options and expanded performance-vesting RSUs | retains strong motivational value in achieving profitable growth while enhancing retention | | implemented a 100% cap on the rTSR measure where TSR is negative | to better reflect the shareholder experience, and to limit the payout in the event of a decline in shareholder value, the Compensation Committee implemented a 100% cap on rTSR payout in the event total shareholder return over the measurement period is negative |

  95. 2024 Summary Compensation Table

    2024 Summary Compensation Table The NEOs received compensation for the fiscal years ended June 30, 2024, 2023, and 2022 as set forth in the chart below.

  96. 2024 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 ($) | | Kim Kelderman President and CEO Former President, Diagnostics and Genomics | 2024 | $759,511(4) | — | $1,935,433(5) | $3,858,418(6) | $285,394 | $13,739(7) | $6,852,495 | | | 2023 | 589,890 | — | 440,085(5) | 1,319,921(6) | 246,717 | 9,099 | 2,605,711 | | | 2022 | 561,800 | — | 399,911(5) | 1,199,909(6) | 776,445 | 9,302 | 2,947,367 | | Charles R. Kummeth Former President and CEO | 2024 | 1,184,200 | — | 5,000,028(8) | —(9) | 596,837 | 11,880(10) | 6,792,945 | | | 2023 | 1,184,200 | — | 5,000,108(8) | 24,325,102(9) | 54,092 | 21,141 | 30,584,644 | | | 2022 | 1,183,000 | — | 5,149,692(8) | 5,149,669(9) | 3,856,735 | 31,452 | 15,370,549 | | James Hippel Executive Vice President and CFO | 2024 | 695,167 | — | 2,112,272(11) | 2,165,618(12) | 218,978 | 10,597(13) | 5,202,632 | | | 2023 | 668,430 | — | 687,601(11) | 2,062,485(12) | 13,520 | 9,834 | 3,441,870 | | | 2022 | 636,600 | — | 624,760(11) | 1,874,812(12) | 1,289,740 | 10,117 | 4,436,029 | | William Geist President, Protein Sciences | 2024 | 551,200 | — | 1,519,768(14) | 1,417,508(15) | 144,855 | 13,887(16) | 3,647,219 | | | 2023 | 530,000 | — | 449,915(14) | 1,350,043(15) | — | 3,669 | 2,333,628 | | | 2022 | 239,600(17) | — | 1,224,789(14) | 674,897(15) | 425,000 | — | 2,564,286 | | Matthew McManus President, Diagnostics and Genomics | 2024 | 253,846(18) | — | 1,081,995(19) | 527,793(20) | 124,027 | 6,980(16) | 1,994,642 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Shane Bohnen Senior Vice President and General Counsel | 2024 | 344,760 | — | 262,517(21) | 762,509(22) | 76,020 | 9,988(16) | 1,455,793 | | | 2023 | 331,500(23) | — | 499,945(21) | 190,699(22) | 22,100(24) | — | 1,044,244 | | | 2022 | — | — | — | — | — | — | — |

  97. 2024 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 FASB 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 2024, 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 2024, includes base salary for the time from before Mr. Kelderman became Chief Executive Officer. The annualized amount for 2024 as Chief Executive Officer is $900,000. During his time as Chief Operating Officer, his annualized salary was $750,000. | | (5) For 2024, includes 14,196 shares of time-vested restricted stock granted on November 1, 2023 upon the commencement of his appointment to Chief Executive Officer, as well as two performance-vested awards, one of which was granted August 15, 2023 prior to Mr. Kelderman’s Chief Executive Officer appointment and one of which was granted on February 1, 2024 upon his appointment to Chief Executive Officer. The value of the 2024 performance-based awards at grant date for the August 15, 2023 grant, assuming that the highest level of performance conditions will be achieved, is $693,041. The value of the 2024 performance-based awards at grant date for the February 1, 2024 grant, assuming that the highest level of performance conditions will be achieved, is $645,852. As the performance-based award granted on February 1, 2024 was pro-rated based on Mr. Kelderman’s employment agreement as Chief Executive Officer, the value of the annualized performance-based award assuming the highest level of performance conditions will be achieved, would have been $1,550,000. 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. | | (6) For 2024, includes three time-vested awards and two performance-based awards. For the time-vested awards, one of which was granted August 15, 2023 as part of Mr. Kelderman’s annual incentive grant as part of his compensation as President – Diagnostics and Genomics Segment, one of which was granted November 1, 2023 upon the commencement of his appointment to Chief Operating Officer, and one of which was granted on February 1, 2024 upon his appointment to Chief Executive Officer. The time-vested option grants on August 15, 2023 were to purchase 29,391 shares of Common Stock. The time-vested option grants on November 1, 2023 were to purchase 38,252 shares of Common Stock. The time-vested option grants on February 1, 2024 were to purchase 51,890 shares of Common Stock. As the time-vested options granted on February 1, 2024 were pro-rated based on Mr. Kelderman’s employment agreement as Chief Executive Officer, 124,534 shares of Common Stock would have been granted. For the two performance-based awards, the value of the performance-based award granted on August 15, 2023, assuming the highest level of performance conditions will be achieved, is $692,998. The value of the performance-based award granted on February 1, 2024, assuming the highest level of performance conditions will be achieved, is $645,843. As the performance-based award granted on February 1, 2024 was pro-rated based on Mr. Kelderman’s employment agreement as Chief Executive Officer, the value of the annualized performance-based award assuming the highest level of performance conditions will be achieved would have been $1,550,000. |

  98. 2024 Summary Compensation Table

    | 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. | | (7) Includes $10,332 for 401(k) match and $3,407 in dividends paid on unvested restricted stock, which amount was not factored into the grant date fair value of such awards. | | (8) For 2024, represents 59,095 shares of time-vested restricted stock units granted on August 15, 2023. 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. | | (9) 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. | | (10) Includes $9,600 for 401(k) match and $2,280 in dividends paid on unvested restricted stock, which amount was not factored into the grant date fair value of such awards. | | (11) For 2024, includes one performance-based award granted on August 15, 2023 and one time-based award, granted on November 1, 2023. The value of the 2024 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $1,082,839. The November 1, 2023 grant represents 26,318 shares of time-vested restricted stock units. 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. | | (12) For 2024, includes one time-vested option and one performance-vested option, both of which were granted on August 15, 2023. The time-vested option grant was to purchase 45,923 shares of Common Stock. The value of the 2024 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $1,082,804. 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. | | (13) Includes $9,264 for 401(k) match and $1,332 for a supplemental life and disability insurance policy ($725 to cover the cost of the premium and $607 as a tax reimbursement related to payment for the premium). | | (14) For 2024, includes one performance-based award granted on August 15, 2023 and one time-based award, granted on November 1, 2023. The value of the 2024 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $708,778. The November 1, 2023 grant represents 19,823 shares of time-vested restricted stock units. 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 pro-rated 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. | | (15) For 2024, includes one time-vested option and one performance-vested option, both of which were granted on August 15, 2023. The time-vested option grant was to purchase 30,059 shares of Common Stock. The value of the 2024 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $708,749. 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 pro-rated 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. | | (16) Represents a 401(k) match. | | (17) For 2022, represents base salary pro-rated for actual employment from Mr. Geist’s hire date through the end of the fiscal year. The annualized amount for 2022 is $500,000. | | (18) For 2024, represents base salary pro-rated for actual employment from Mr. McManus’ hire date through the end of the fiscal year. The annualized amount for 2024 is $550,000. | | (19) For 2024, includes one time-based award and one performance-based award, both of which were granted on February 1, 2024. The time-based award represents 13,861 shares time-vested restricted stock units. Based on Mr. McManus’ employment agreement, the time-vested restricted stock units are not annualized. The value of the 2024 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $197,944. As this amount was pro-rated based on Mr. McManus’ employment agreement for service during the partial fiscal year, the value of the FY 2024 performance-based award, assuming the highest level of performance conditions will be achieved, would have been $475,000. | | (20) For 2024, includes one time-vested option award and one performance-vested option, both of which were granted on February 1, 2024. The time-vested option grant was to purchase 15,902 shares of Common Stock. If Mr. McManus had been employed with the Company for the full fiscal year, 38,164 shares of Common Stock would have been granted. The value of the 2024 performance-vested option grant at the grant date, assuming the highest level of performance conditions will be achieved, is $197,922. As this amount was pro-rated based on Mr. McManus’ employment agreement for service during the partial fiscal year, the value of the 2024 performance-based award, assuming the highest level of performance conditions will be achieved, would have been $475,000. | | (21) For 2024, includes one time-based award and one performance-based award, both of which were granted on August 15, 2023. The time-based award represents 148 shares of time-vested restricted stock units. The value of the 2024 performance-based award at the grant date, assuming the highest level of performance conditions will be achieved, is $374,992. For 2023, represents 6,778 shares of time-vested restricted stock units granted April 3, 2023. | | (22) For 2024, includes one time-vested option and one performance-vested option, both of which were granted on August 15, 2023. The time-vested option grant was to purchase 16,302 of Common Stock. The value of the 2024 performance-vested option at the grant date, assuming the highest level of performance conditions will be achieved, is $374,998. 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. | | (23) Includes salary from before Mr. Bohnen was appointed an officer on March 3, 2023. | | (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. |

  99. 2024 Grants of Plan-Based Awards

    2024 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 2024.

  100. 2024 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 | All Other Options Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares(3) (#) | Options(4) (#) | (per share) ($) | Awards(5) ($) | | Kim Kelderman | | $196,013 | $784,050 | $1,568,100 | — | — | — | | — | — | — | | | | 2,867 | 5,734 | 8,601 | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | | 29,391 | 84.61 | 924,008 | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | | 38,252 | 52.83 | 750,164 | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | | 51,890 | 68.54 | 1,291,686 | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | 7,348 | 14,695 | 22,043 | | — | 84.61 | 461,999 | | | 8/15/2023 | — | — | — | 2,730 | 5,461 | 8,191 | | — | — | 462,027 | | | 2/1/2024 | — | — | — | 8,648 | 17,297 | 25,945 | | — | 68.54 | 430,562 | | | 2/1/2024 | — | — | — | 3,141 | 6,282 | 9,423 | | — | — | 430,568 | | Charles Kummeth | | 473,680 | 1,894,720 | 3,789,441 | — | — | — | | — | — | — | | | | — | — | — | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 59,095 | — | — | 5,000,028 | | | 11/1/2023 | — | — | — | — | — | — | | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | | — | 62,049 | — | — | — | — | | — | — | — | | James Hippel | | 173,792 | 695,167 | 1,390,335 | — | — | — | | — | — | — | | | | 4,479 | 8,959 | 13,438 | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | | 45,923 | 84.61 | 1,443,749 | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | 26,318 | — | — | 1,390,380 | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | 11,481 | 22,961 | 34,442 | | — | 84.61 | 721,869 | | | 8/15/2023 | — | — | — | 4,266 | 8,532 | 12,798 | | — | — | 721,893 | | William Geist | | 62,010 | 496,080 | 992,160 | — | — | — | | — | — | — | | | | 2,932 | 5,864 | 8,796 | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | | 30,059 | 84.61 | 945,009 | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | 19,823 | — | — | 1,047,249 | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | 7,515 | 15,029 | 22,544 | | — | 84.61 | 472,499 | | | 8/15/2023 | — | — | — | 2,792 | 5,585 | 8,377 | | — | — | 472,519 |

  101. 2024 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 | All Other Options Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares(3) (#) | Options(4) (#) | (per share) ($) | Awards(5) ($) | | Matthew McManus | | $29,700 | $237,600 | $475,200 | — | — | — | | — | — | — | | | | — | — | — | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | | 15,902 | 68.54 | 395,845 | | | 2/1/2024 | — | — | — | — | — | — | 13,861 | — | — | 950,033 | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | 2,650 | 5,301 | 7,951 | | — | 68.54 | 131,948 | | | 2/1/2024 | — | — | — | 963 | 1,925 | 2,888 | | — | — | 131,962 | | Shane Bohnen | | 60,333 | 241,332 | 482,664 | — | — | — | | — | — | — | | | | 1,551 | 3,103 | 4,654 | — | — | — | | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | | 16,302 | 84.61 | 512,510 | | | 8/15/2023 | — | — | — | — | — | — | 148 | — | — | 12,522 | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 11/1/2023 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 2/1/2024 | — | — | — | — | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | 3,976 | 7,952 | 11,928 | | — | 84.61 | 249,999 | | | 8/15/2023 | — | — | — | 1,477 | 2,955 | 4,432 | | — | — | 249,994 |

  102. 2024 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 fiscal year 2024 and would have been paid in fiscal year 2025. 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 2026 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and adjusted revenue growth goals in fiscal year 2026. Row 13 represents Mr. Kummeth’s time-based performance cash unit award granted during the fiscal year under the Company’s 2020 Equity Incentive Plan, which will be paid out evenly over three years on the anniversary of the grant date. | | (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 9 represents performance-based options and Row 10 represents performance-based restricted stock units, which awards vest following the Company’s 2026 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted operating income and adjusted revenue growth goals in fiscal year 2026. Row 11 represents performance-based options and Row 12 represents performance-based restricted stock units granted to Mr. Kelderman and Mr. McManus upon commencement of their duties as Chief Executive Officer and President, Diagnostics and Genomics Segment respectively. | | (3) Row 4 represents time-vested restricted stock units granted for the fiscal year under the Company’s Equity Plan. Row 6 represents a one-time time-vested restricted stock units granted to Mr. Hippel and Mr. Geist. Row 8 represents time-vested restricted stock units granted under the Company’s Equity Plan to Mr. McManus upon commencement of his duties as President, Diagnostics and Genomics Segment. 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 3 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. Rows 5 and 7 represent time-based stock options granted to Mr. Kelderman in relation to his promotion to Chief Operating Officer on November 1, 2023, and his promotion to Chief Executive Officer on February 1, 2024, respectively. Row 7 represents time-vested restricted stock units granted under the Company’s Equity Plan to Mr. McManus upon commencement of his duties as President, Diagnostics and Genomics Segment. Such awards vest annually in pro-rata increments over a period of four years from the grant date. | | (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 fiscal year 2024, included in the Company’s Annual Report on Form 10-K. |

  103. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 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, 2024.

  104. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | | Stock Awards | | | | | | Name | Tickmark | 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 | Tickmark | 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 R. Kummeth | (1) | 10/26/2017 | 469,368 | — | — | 31.26 | 10/26/2024 | | | | | | | | (2) | 10/26/2017 | 309,716 | — | — | 31.26 | 10/26/2024 | | | | | | | | (3) | 8/8/2018 | 361,336 | — | — | 44.33 | 8/8/2025 | | | | | | | | (4) | 8/8/2018 | 240,888 | — | — | 44.33 | 8/8/2025 | | | | | | | | (5) | 8/7/2019 | 228,600 | — | — | 47.60 | 8/7/2026 | | | | | | | | (6) | 8/7/2019 | 342,900 | — | — | 47.60 | 8/7/2026 | | | | | | | | (7) | 8/5/2020 | 229,768 | — | — | 66.97 | 8/5/2027 | | | | | | | | (8) | 8/5/2020 | 114,884 | 38,296 | — | 66.97 | 8/5/2027 | | | | | | | | (9) | 8/5/2020 | 66,600 | — | — | 66.97 | 8/5/2027 | | | | | | | | (10) | 8/6/2021 | 41,752 | 41,752 | — | 120.46 | 8/6/2028 | (16) | 7,124 | 510,435 | — | — | | | (11) | 8/6/2021 | — | — | 125,260 | 120.46 | 8/6/2028 | (17) | — | — | 32,064 | 2,297,386 | | | (13) | 8/15/2022 | — | — | 600,000 | 94.52 | 8/15/2029 | (18) | 35,268 | 2,526,952 | — | — | | | | 8/15/2023 | | | | | | (19) | 59,095 | 4,234,157 | — | — | | James Hippel | (1) | 10/26/2017 | 97,840 | — | — | 31.26 | 10/26/2024 | | | | | | | | (2) | 10/26/2017 | 44,027 | — | — | 31.26 | 10/26/2024 | | | | | | | | (3) | 8/8/2018 | 72,264 | — | — | 44.33 | 8/8/2025 | | | | | | | | (4) | 8/8/2018 | 96,356 | — | — | 44.33 | 8/8/2025 | | | | | | | | (5) | 8/7/2019 | 106,324 | — | — | 47.60 | 8/7/2026 | | | | | | | | (6) | 8/7/2019 | 79,744 | — | — | 47.60 | 8/7/2026 | | | | | | | | (7) | 8/5/2020 | 57,440 | — | — | 66.97 | 8/5/2027 | | | | | | | | (8) | 8/5/2020 | 57,440 | 19,148 | — | 66.97 | 8/5/2027 | | | | | | | | (9) | 8/5/2020 | 33,300 | — | — | 66.97 | 8/5/2027 | | | | | | | | (10) | 8/6/2021 | 20,268 | 20,268 | — | 120.46 | 8/6/2028 | | | | | | | | (11) | 8/6/2021 | — | — | 30,400 | 120.46 | 8/6/2028 | (17) | — | — | 7,780 | 557,437 | | | (12) | 8/15/2022 | 11,304 | 33,916 | — | 94.52 | 8/15/2029 | | | | | | | | (41) | 8/15/2022 | — | — | 33,916 | 94.52 | 8/15/2029 | (20) | — | — | 10,912 | 781,845 | | | (14) | 8/15/2023 | — | 45,923 | — | 84.61 | 8/15/2030 | | | | | | | | (15) | 8/15/2023 | — | — | 34,442 | 84.61 | 8/15/2030 | (21) | — | — | 12,798 | 916,977 | | | | 11/1/2023 | | | | | | (26) | 26,318 | 1,885,685 | | | | Kim Kelderman | (40) | 5/1/2018 | 27,392 | — | — | 37.70 | 5/1/2025 | | | | | | | | (3) | 8/8/2018 | 36,132 | — | — | 44.33 | 8/8/2025 | | | | | | | | (4) | 8/8/2018 | 48,176 | — | — | 44.33 | 8/8/2025 | | | | | | | | (5) | 8/7/2019 | 61,692 | — | — | 47.60 | 8/7/2026 | | | | | | | | (6) | 8/7/2019 | 47,844 | — | — | 47.60 | 8/7/2026 | | | | | | | | (7) | 8/5/2020 | 35,964 | — | — | 66.97 | 8/5/2027 | | | | | | | | (8) | 8/5/2020 | 35,964 | 11,988 | — | 66.97 | 8/5/2027 | | | | | | | | (9) | 8/5/2020 | 33,300 | — | — | 66.97 | 8/5/2027 | | | | | | | | (10) | 8/6/2021 | 12,972 | 12,972 | — | 120.46 | 8/6/2028 | | | | | | | | (11) | 8/6/2021 | — | — | 19,456 | 120.46 | 8/6/2028 | (17) | — | — | 4,980 | 356,817 | | | (12) | 8/15/2022 | 7,236 | 21,704 | — | 94.52 | 8/15/2029 | | | | | | | | (41) | 8/15/2022 | — | — | 21,704 | 94.52 | 8/15/2029 | (20) | — | — | 6,984 | 500,404 | | | (14) | 8/15/2023 | — | 29,391 | — | 84.61 | 8/15/2030 | | | | | | | | (15) | 8/15/2023 | — | — | 22,043 | 84.61 | 8/15/2030 | (21) | — | — | 8,191 | 586,885 | | | (27) | 11/1/2023 | — | 38,252 | — | 52.83 | 11/1/2030 | (30) | 14,196 | 1,017,143 | — | — | | | (28) | 2/1/2024 | — | 51,890 | — | 68.54 | 2/1/2031 | | | | | | | | (29) | 2/1/2024 | — | — | 25,945 | 68.54 | 2/1/2031 | (31) | — | — | 9,423 | 675,158 |

  105. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | | Stock Awards | | | | | | Name | Tickmark | 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 | Tickmark | Number of Shares of Stock that have not Vested (#) | Market Value of Shares of Stock that have not Vested ($) | Number of Unearned Shares Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | William Geist | (22) | 2/1/2022 | 7,956 | 7,956 | — | 100.39 | 2/1/2029 | (24) | 3,320 | 237,878 | — | — | | | (23) | 2/1/2022 | — | — | 11,936 | 100.39 | 2/1/2029 | (25) | — | — | 3,360 | 240,744 | | | (12) | 8/15/2022 | 7,400 | 22,200 | — | 94.52 | 8/15/2029 | | | | | | | | (41) | 8/15/2022 | — | — | 22,200 | 94.52 | 8/15/2029 | (20) | — | — | 7,140 | 511,581 | | | (14) | 8/15/2023 | — | 30,059 | — | 84.61 | 8/15/2030 | | | | | | | | (15) | 8/15/2023 | — | — | 22,544 | 84.61 | 8/15/2030 | (21) | — | — | 8,377 | 600,212 | | | | 11/1/2023 | | | | | | (26) | 19,823 | 1,420,318 | — | — | | Shane Bohnen | (32) | 8/7/2019 | 8,848 | — | — | 47.60 | 8/7/2026 | | | | | | | | (33) | 8/5/2020 | 6,708 | 2,236 | — | 66.97 | 8/5/2027 | | | | | | | | (34) | 8/6/2021 | 1,732 | 1,728 | — | 120.46 | 8/6/2028 | | | | | | | | (35) | 8/15/2022 | 876 | 2,632 | — | 94.52 | 8/15/2029 | | | | | | | | (36) | 4/3/2023 | 982 | 2,946 | — | 73.76 | 4/3/2030 | (37) | 4,519 | 323,786 | — | — | | | (14) | 8/15/2023 | — | 16,302 | — | 84.61 | 8/15/2030 | (19) | 148 | 10,604 | — | — | | | (15) | 8/15/2023 | — | — | 11,928 | 84.61 | 8/15/2030 | (21) | — | — | 4,432 | 317,553 | | Matthew McManus | (28) | 2/1/2024 | — | 15,902 | — | 68.54 | 2/1/2031 | (38) | 13,861 | 993,141 | — | — | | | (29) | 2/1/2024 | — | — | 7,951 | 68.54 | 2/1/2031 | (39) | — | — | 2,888 | 206,925 |

  106. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) Vested in fiscal year 2021 pursuant to the achievement of certain performance goals. | | (2) Fully vested in fiscal year 2022 pursuant to time-based vesting provisions. | | (3) Vested in fiscal year 2022 pursuant to the achievement of certain performance goals. | | (4) Fully vested in fiscal year 2023 pursuant to time-based vesting provisions. | | (5) Fully vested in fiscal year 2024 pursuant to time-based vesting provisions. | | (6) Vested in fiscal year 2023 pursuant to the achievement of certain performance goals. | | (7) Vested in fiscal year 2024 pursuant to the achievement of certain performance goals. | | (8) Granted August 5, 2020. Vests ratably on the first four anniversaries of the grant date. | | (9) Fully vested in fiscal year 2024 pursuant to time-based vesting provisions. | | (10) Granted August 6, 2021. Vests ratably on the first four anniversaries of the grant date. | | (11) Vests in full or in part on August 6, 2024, if certain performance goals are achieved (or such later date as performance is certified). As of June 30, 2024, this award will not be achieved. | | (12) Granted August 15, 2022. Vests ratably on the first four anniversaries of the grant date. | | (13) Vests in full or in part on August 15, 2024, if certain performance goals are achieved (or such later date as performance is certified). As of June 30, 2024, this award will not be achieved. | | (14) Granted August 15, 2023. Vests ratably on the first four anniversaries of the grant date. | | (15) Vests in full or in part on August 15, 2026, if certain performance goals are achieved (or such later date as performance is certified). | | (16) Restricted stock granted August 6, 2021. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (17) Restricted stock units granted August 6, 2021. Shares vest partially or in full pursuant to the achievement of certain performance goals. As of June 30, 2024, this award will not be achieved. | | (18) Restricted stock units granted August 15, 2022. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (19) Restricted stock units granted August 15, 2023. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (20) Restricted stock units granted August 15, 2022. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (21) Restricted stock units granted August 15, 2023. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (22) Granted February 1, 2022. Vests ratably on the first four anniversaries of the grant date. | | (23) Vests in full or in part on August 6, 2024, if certain performance goals are achieved (or such later date as performance is certified). As of June 30, 2024, this award will not be achieved. | | (24) Restricted stock unit granted February 1, 2022. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (25) Restricted stock units granted February 1, 2022. Shares vest partially or in full pursuant to the achievement of certain performance goals. As of June 30, 2024, this award will not be achieved. | | (26) Restricted stock units granted November 1, 2023. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (27) Granted November 1, 2023. Vests ratably on the first four anniversaries of the grant date. | | (28) Granted February 1, 2024. Vests ratably on the first four anniversaries of the grant date. | | (29) Vests in full or in part on August 15, 2026, if certain performance goals are achieved (or such later date as performance is certified). | | (30) Restricted stock granted November 1, 2023. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (31) Restricted stock units granted February 1, 2024. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (32) Fully vested in fiscal year 2022 pursuant to time-based vesting provisions. This was granted prior to Mr. Bohnen being appointed an officer. | | (33) 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. | | (34) 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. | | (35) 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. | | (36) Granted April 3, 2023. Vests ratably on the first four anniversaries of the grant date. | | (37) Restricted stock units granted April 3, 2023. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (38) Restricted stock units granted February 1, 2024. The risk of forfeiture lapses ratably on the first three anniversaries of the grant date. | | (39) Restricted stock units granted February 1, 2024. Shares vest partially or in full pursuant to the achievement of certain performance goals. | | (40) Fully vested in fiscal year 2022 pursuant to time-based vesting provisions. | | (41) Vests in full or in part on August 15, 2025, if certain performance goals are achieved (or such later date as performance is certified). |

  107. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table shows options exercised by the NEOs during fiscal year 2024 and each vesting of shares, including restricted stock and restricted stock units, during fiscal year 2024 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.

  108. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kim Kelderman | 2,100 | 65,499 | 8,060 | 662,290 | | Charles Kummeth | 616,676 | 50,339,262 | 87,724 | 7,251,303 | | James Hippel | 47,289 | 2,182,860 | 12,876 | 1,058,021 | | William Geist | 0 | 0 | 3,320 | 227,553 | | Matthew McManus | 0 | 0 | 0 | 0 | | Shane Bohnen | 0 | 0 | 2,259 | 153,318 |

  109. 2024 Option Exercises and Stock Vested

    | (1) Included within the number of shares acquired on exercise are 423,693 that were withheld by the Company due to net settlement. |

  110. 2024 Option Exercises and Stock Vested

    | | Stock Options | | | Restricted Stock Units(1) | | | | Executive | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | Charles Kummeth | 0 | 0 | 0 | 0 | 0 | 0 | | James Hippel | 360,935 | 721,869 | 1,082,804 | 360,946 | 721,893 | 1,082,839 | | Shane Bohnen | 124,999 | 249,999 | 374,998 | 124,997 | 249,994 | 374,992 | | Kim Kelderman(2) | 446,280 | 892,561 | 1,338,841 | 446,298 | 892,595 | 1,338,893 | | William Geist | 236,250 | 472,499 | 708,749 | 236,259 | 472,519 | 708,778 | | Matthew McManus(3) | 65,974 | 131,948 | 197,922 | 65,981 | 131,962 | 197,944 |

  111. 2024 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 — $4,479, $8,959, and $13,438; Kelderman — $2,867, $5,734, and $8,601; Geist — $2,932, $5,864, and $8,796; Bohnen — $1,551, $3,103, $4,654. |

  112. 2024 Option Exercises and Stock Vested

    | | Stock Options* | | Restricted Stock Units | | Restricted Stock | | | Executive | Time-based ($) | Performance- vesting ($) | Time-based ($) | Performance- vesting** ($) | Time-based ($) | Performance- vesting ($) | | Charles Kummeth | $0 | $0 | $5,000,028 | $0 | $0 | $0 | | James Hippel | 1,443,749 | 721,869 | 1,390,380 | 721,893 | 0 | 0 | | Shane Bohnen | 512,510 | 249,999 | 12,522 | 249,994 | 0 | 0 | | Kim Kelderman | 2,965,857 | 892,561 | 0 | 892,595 | 749,975 | 0 | | William Geist | 945,009 | 472,499 | 1,047,249 | 472,519 | 0 | 0 | | Matthew McManus | 395,845 | 131,948 | 950,033 | 131,962 | 0 | 0 |

  113. 2024 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 FASB 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, 2024. | | ** 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. |

  114. 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. As required by the SEC rules, we updated our analysis in fiscal year 2024 to identify our median employee for purposes of our pay ratio disclosure. We calculated the annual total compensation of the median employee for fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $87,290. For the year ended June 30, 2024, the total compensation for our CEO, Mr. Kelderman, was $759,511 as reported in the Summary Compensation Table on page 57. Since Mr. Kelderman was appointed CEO effective February 1, 2024, we annualized his salary, bonus plan compensation, equity compensation, and any other compensation as disclosed in the Summary Compensation Table, and added the disclosed values of his bonus, equity awards, and other components of total compensation to arrive at a value of $6,852,495, used for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. Based on this calculation of Mr. Kelderman’s annualized CEO compensation for fiscal 2024, we estimate that his fiscal 2024 annual total compensation was approximately 78.5 times the median of the annual total compensation of the median employee. This ratio includes in its calculation Mr. Kelderman’s fiscal 2024 one-time time-vested restricted stock unit grant.

  115. 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.

  116. Pay vs. Performance

    | | Summary Compensation Table Total for | Compensation actually paid to | Summary Compensation Table Total for | Compensation actually paid to | Average Summary Compensation Table Total | Average Compensation actually paid | Value of Initial Fixed $100 Investment based on: | | | Company- selected Measure | | Fiscal Year | CEO(1)(2) Mr. Kelderman | CEO(1)(2)(3) Mr. Kelderman | CEO(1) Mr. Kummeth | CEO(1)(3) Mr. Kummeth | for Non-PEO NEOs(2) | to Non-PEO NEOs(2) | Company TSR | Peer Group TSR(4) | Net Income(5) | (Organic Revenue)(6) | | 2024 | $6,852,495 | $3,403,621 | $6,792,945 | $4,821,823 | $12,300,286 | $4,147,638 | $110.17 | $131.47 | $168,105,000 | $1,141,700 | | 2023 | 0 | 0 | 30,584,644 | 4,684,176 | 2,258,387 | 2,424,680 | 124.96 | 126.72 | 285,442,000 | 1,134,700 | | 2022 | 0 | 0 | 15,370,549 | (6,349,624) | 3,223,063 | (2,680,481) | 132.17 | 129.72 | 263,099,000 | 1,113,600 | | 2021 | 0 | 0 | 15,889,896 | 105,676,083 | 4,950,600 | 26,444,391 | 171.17 | 147.61 | 139,585,000 | 915,900 |

  117. Pay vs. Performance

    | (1) The Company had two CEOs during fiscal year 2024. Effective November 1, 2023, Mr. Kelderman was appointed the role of Chief Operating Officer and assumed the role of Chief Executive Officer on February 1, 2024. Mr. Kummeth left his position as Chief Executive Officer effective February 1, 2024 and remained with the company as a Senior Advisor through July 1, 2024. Mr. Kummeth was our CEO for the full fiscal years 2021 through 2023. |

  118. Pay vs. Performance

    | (2) For fiscal year 2024, Mr. Kelderman held his position as President, Diagnostics and Genomics prior to assuming the position of CEO on February 1, 2024. Therefore, any compensation granted or vested prior to assuming the position of CEO is included in the average non-PEO NEO compensation for fiscal year 2024. | | (3) 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 FASB 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. |

  119. Pay vs. Performance

    | | FY24 | | | FY23 | | FY22 | | FY21 | | | | CEO Mr. Kelderman | CEO Mr. Kummeth | Non-PEO NEOs | CEO | Non-PEO NEOs | CEO | Non-PEO NEOs | CEO | Non-PEO NEOs | | Total from Summary Compensation Table(i) | 6,852,495 | 6,792,945 | 12,300,286 | 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) | (5,793,851) | (5,000,028) | (9,849,980) | (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) | 2,344,977 | 4,234,157 | 2,565,518 | 4,318,227(11) | 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) | — | (1,241,718) | (847,318) | (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) | — | 36,468 | (20,867) | 5,238,918 | 633,346 | 4,128,278 | 469,566 | 5,688,527 | 823,785 |

  120. Pay vs. Performance

    | | FY24 | | | FY23 | | FY22 | | FY21 | | | | CEO Mr. Kelderman | CEO Mr. Kummeth | Non-PEO NEOs | CEO | Non-PEO NEOs | CEO | Non-PEO NEOs | CEO | Non-PEO NEOs | | 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 | 3,403,621 | 4,821,823 | 4,147,638 | 4,684,176 | 2,424,680 | (6,349,624) | (2,680,481) | 105,676,083 | 26,444,391 |

  121. 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. |

  122. Pay vs. Performance

    | (4) 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 2024 Form 10-K. The comparison assumes $100 (including reinvested dividends) was invested for the period starting June 30, 2020 through June 30, 2024 in the company and in the S&P 500 LifeSciences Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. | | (5) Net income represents “Net earnings, including noncontrolling interest” as reported in the Company’s Annual Report on Form 10-K. | | (6) 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. | | (7) The non-PEO NEOs during fiscal year 2024 were James Hippel, William Geist, Kim Kelderman (until February 1, 2024), Shane Bohnen, and Matthew McManus (from January 1, 2024 until the end of the fiscal year). | | (8) The non-PEO NEOs during fiscal year 2023 were James Hippel, William Geist, Kim Kelderman, Shane Bohnen, and Brenda Furlow. | | (9) The non-PEO NEOs during fiscal year 2022 were James Hippel, William Geist, Kim Kelderman, Brenda Furlow, and David Eansor. | | (10) The non-PEO NEOs during fiscal year 2021 were James Hippel, Kim Kelderman, Brenda Furlow, and David Eansor. | | (11) As of June 30, 2023, relates to the time-vesting restricted share units that were granted in fiscal year 2023. The threshold for the performance-vesting awards was not achieved. |