DEF 14A of BIO-TECHNE Corp, Sep 19, 2025

DEF 14A of BIO-TECHNE Corp

Filed Sep 19, 2025 · FY20250001308179-25-000599

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 2025 Annual Meeting. This table reflects two changes to the composition of the committees made by the Board this year: the appointment of Dr. Vessey as Chair of the Science and Technology Committee, and the appointment of Dr. Klimovsky to the Nominations and Governance 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 | | Robert V. Baumgartner Former Executive Chairman, Center for Diagnostic Imaging | 0 | | | | | 2003 | 69 | M | | Julie L. Bushman Former EVP International Operations, 3M | 2 | | | | | 2020 | 64 | F | | Amy E. Herr, Ph.D. Professor, University of California, Berkeley | 0 | | | | | 2025 | 50 | F | | John L. Higgins Former President and CEO, Ligand Pharmaceuticals | 1 | | | | | 2009 | 55 | M | | Joseph D. Keegan, Ph.D. Advisor and Board Director | 1 | | | | | 2017 | 72 | M | | Kim Kelderman President and CEO, Bio-Techne Corporation | 1 | | | | | 2023 | 58 | M | | Judith Klimovsky, M.D. Executive Vice President and Chief Development Officer, Genmab, Inc. | 0 | | | | | 2024 | 68 | F | | Alpna Seth, Ph.D. Former President and CEO, Nura Bio Inc. | 2 | | | | | 2017 | 62 | F | | Rupert Vessey, MA, BM BCh, FRCP, DPhil Executive Partner and Chief Scientist, Flagship Pioneering, Inc. | 0 | | | | | 2019 | 60 | 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 expertise.

  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 2026 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 like 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: 69 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 three privately held companies: United Theranostics, LLC, where he serves as Chair, OIA Global, and Advanced Molecular Imaging and Therapy. 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: 64 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 two other public company boards. For Adient she serves on the Audit and Compensation Committees. For Phillips 66 she chairs the Human Resources and Compensation Committee and is a member of the Nominations & Governance, Public Policy & Sustainability, and Executive Committees. |

  14. Nominees for Director

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

  15. Nominees for Director

    | Amy Herr, Ph.D. | | | Age: 50 Director since: 2025 INDEPENDENT Committee: · Science and Technology | Professional Background Dr. Herr, a Chancellor’s Professor of Bioengineering at the University of California, Berkeley, was appointed to the Board on February 1, 2025. Dr. Herr serves as the Vice President of the Chan Zuckerberg Biohub Network, a group of nonprofit research institutes established to create tools required to understand the mysteries of the cell to ultimately prevent, manage, and cure human disease. Dr. Herr has served in several university, national, and international leadership roles, including as the Founding Executive Director of UC Berkeley’s Bakar BioEnginuity Hub, an incubator for academic spin-out companies, on the National Advisory Council for Biomedical Imaging and Bioengineering (NACBIB) for the National Institutes of Health, and on several governmental science advisory boards. Other Affiliations Dr. Herr has served on numerous advisory boards for academic institutions, military branches, and government agencies. Education Dr. Herr holds a Ph.D. in Mechanical Engineering from Stanford University and a Bachelor of Science in Engineering & Applied Science from Caltech. Key Experience and Qualifications Dr. Herr brings valuable experience to the Board from her prolific career as a researcher, academician, scientific advisor, and leader, as well as her deep expertise in bioengineering. Dr. Herr’s scientific and industry knowledge and direct involvement in novel science and the application of AI tools provide her with singular insight into the Company’s products, customers, and markets. |

  16. Nominees for Director

    | John L. Higgins | | | Age: 55 Director since: 2009 INDEPENDENT Other Public Boards · OmniAb, Inc. (Chair) (since 2022) Committees: · Audit (chair) · Nominations and 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. |

  17. Nominees for Director

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

  18. Nominees for Director

    | Joseph D. Keegan, Ph.D. | | | Age: 72 Director since: 2017 INDEPENDENT Other Public Boards · Interpace Diagnostics (since 2016) Committee: · Compensation · Nominations and 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. |

  19. Nominees for Director

    | Kim Kelderman | | | Age: 58 Director since: 2023 Other Public Boards · ConMed Corp. (appointed 2025) | 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, now called Diagnostics and Spatial Biology 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 executive management experience and expertise leading the growth of biotechnology companies. |

  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: 62 Director since: 2017 INDEPENDENT Other Public Boards · Seagen (2018-2023) · Keros Therapeutics (since 2023) · Dr. Reddy’s Laboratories (since 2023) Committees: · Nominations and Governance (Chair) · Science and 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. Dr. Seth led Biogen’s foray into Asia as the founding Managing Director of the India affiliate and as a member of the Asia-Pacific Leadership Team. Education Ph.D. in Biochemistry and Molecular Biology, University of Massachusetts Medical School. Conducted post-doctoral research as a Howard Hughes Medical Institute Fellow at Harvard University in Immunology and Structural Biology. Graduated from 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: 68 Director since: 2024 INDEPENDENT Other Public Boards · Bellicum Pharmaceuticals (2018-2023) Committees: · Nominations and Governance · Science and 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 M.D. from the Universidad de Buenos Aires. Key Experience and Qualifications Dr. Klimovsky provides distinctive, valuable expertise to the Board due to her strong medical and scientific foundational training, experience leading product development and commercial life cycle management, proven success in cultivating growth through innovation, and deep knowledge of the global 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: 60 Director since: 2019 INDEPENDENT Committees: · Science and Technology (Chair) · Compensation | 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. He serves on the Board of Directors for Generate: Biomedicines and Expedition Medicines. 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. 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.

  26. Director Compensation Program for Fiscal Year 2025

    Director Compensation Program for Fiscal Year 2025 Our director compensation program has not changed since 2020. Cash compensation for the non-employee directors continues to be as follows:

  27. Director Compensation Program for Fiscal Year 2025

    | 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 |

  28. Director Compensation Program for Fiscal Year 2025

    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.

  29. 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 | $200,000 | $99,957 | $99,984 | $481 | $400,422 | | John L. Higgins | 100,000 | 99,957 | 99,984 | 481 | 300,422 | | Joseph Keegan, Ph.D. | 75,000 | 99,957 | 99,984 | 481 | 275,422 | | Roeland Nusse, Ph.D. | 90,000 | 99,957 | 99,984 | 481 | 290,422 | | Alpna Seth, Ph.D. | 85,000 | 99,957 | 99,984 | 481 | 285,422 | | Randolph C Steer, M.D., Ph.D. | 31,250 | — | — | 130 | 31,380 | | Rupert Vessey, MA, BM BCh, FRCP, DPhil | 75,000 | 99,957 | 99,984 | 481 | 275,422 | | Julie L. Bushman | 92,500 | 99,957 | 99,984 | 481 | 292,922 | | Judith Klimovsky, M.D. | 75,000 | 99,957 | 99,984 | 405 | 275,346 | | Amy Herr, Ph.D. | 31,250 | 74,972 | 74,972 | 166 | 181,360 |

  30. Executive Summary

    Executive Summary In fiscal 2025 we successfully navigated strong industry headwinds, including considerable inflationary pressure and market volatility, as well as a rapidly evolving macro environment—all while continuing to execute on our long-term growth strategy. Our focus and commercial execution remained strong and we delivered financial performance that was among the best of our life science technology peers. Our strategy for delivering profitable, sustainable growth remains consistent: capitalize on high potential end markets, develop and commercialize innovative products, and expand our portfolio and end markets through acquisitions and strategic partnerships. As shown in the table below, approximately 90% of our CEO’s total fiscal 2025 target compensation was variable and at-risk, with approximately 50% being performance-based. In addition, 50% of our CEO’s target long-term incentive equity grant was in the form of three-year performance-based RSUs. The performance-based RSUs are based on 40% organic revenue, 35% adjusted EBITA, and 25% relative total shareholder return, and are measured over a three year performance period. The other 50% of our CEO’s long-term incentive equity grant was split equally between time-based stock options and RSUs. As shown below, the NEOs’ long- and short-term incentive payouts are aligned with the Company’s financial performance.

  31. 2025 Annual Bonus Incentive

    2025 Annual Bonus Incentive

  32. 2025 Annual Bonus Incentive

    | 128.1% Corporate Achievement Payout based on achievement of Revenue and EBITA targets | | | | 145% Protein Science Segment Achievement* | | | | 86.4% Diagnostics and Spatial Segment Achievement* | | | | * Segment Bonus: 25% Corporate Revenue; 25% Corporate EBITA; 25% Segment Revenue; 25% Segment EBITA | | | | FY2023 - FY2025 Performance Grants | | | | 0% Payout based on achievement of three-year Revenue and EBITA targets | | |

  33. Addressing Shareholder Feedback Regarding Executive Compensation

    | What we heard regarding executive compensation | | How we responded | | New CEO Compensation: Shareholders requested detail regarding how compensation for newly appointed CEO Kim Kelderman was set, and whether the 2023 Say on Pay results impacted this process. | | • The Compensation Committee applied the same design and structure to compensation for Mr. Kelderman as it applied to compensation for the other executive officers. This consistent approach to executive compensation was adopted to address the concerns raised by shareholders regarding inconsistent compensation structures. | | Greater Utilization of RSUs: Shareholders requested detail as to why RSUs were increasingly used as an equity vehicle in time-vesting and performance-vesting grants. | | • The Compensation Committee sought to balance twin shareholder interests by granting equity that both encourages retention of top executive talent and motivates value creation. Based on a review of Bio-Techne’s compensation program and compensation philosophy, the Committee determined that incorporating RSUs into both time-vesting and performance-vesting vehicles aligns with shareholder interests in these priorities. | | Cap on Negative TSR: Shareholders recommended we consider capping the payout on the rTSR metric when Bio-Techne’s total shareholder return is negative. | | • The Compensation Committee analyzed the alignment and potential misalignment between shareholder experience and executive payout under rTSR where total shareholder return is negative. As a result, effective for fiscal 2025, the Compensation Committee implemented a 100% cap on the rTSR metric for 3-year performance-based grants where TSR for the performance period is negative. | | Consider ROIC and other metrics in executive compensation: Shareholders recommended we consider whether to include additional metrics in our executive compensation program, such as return on invested capital (ROIC). | | • After committing to shareholders that it would continue to evaluate ROIC as a potential performance metric, the Compensation Committee revisited its analysis from last year’s analysis of ROIC and supplemented its work with a more exacting analysis. Specifically, the Committee studied whether an ROIC metric would incentivize risk-taking in line with the Company’s strategy. Following this analysis, the Compensation Committee declined to adopt an ROIC performance metric because of the potential to actually discourage such calculated risk-taking. • The Compensation Committee also studied the use of metrics based on cash flow and performance goals. The Committee determined that a cash flow metric would not motivate value creation in ways that differ from the existing metrics of revenue and operating margin. However, the Compensation Committee wished to further model and evaluate whether enterprise-wide performance goals would motivate value-creating behavior in new and distinct ways. Accordingly, the Committee opted to conduct a one-year “bench test.” Performance goals will be set and measured throughout the year, but the results will not affect the fiscal year 2026 bonus. After observing the modeled implementation of this metric during fiscal year 2026, the Committee will reconsider whether to formally implement it in fiscal year 2027. | | Targets for Three-Year Performance Grants: Shareholders asked how the Committee sets targets for three-year performance grants. | | • The Company’s three-year performance targets are developed in conjunction with the Company’s annual operating plan. The annual plan is subjected to rigorous evaluation by the full Board and the Compensation Committee, and the three-year plan is derived from the Company’s models of its five-year projections. For the past several years, the Company has worked closely with its banking partner to develop and refine its 3- and 5-year models. • The Company does not share financial targets for its goals for competitive reasons, though it provides transparency with respect to how the rTSR input is calculated as to the performance-vesting long term incentive program. Additionally, the Company will disclose the components of its “bench test” of Performance Goals in its 2026 Proxy. |

  34. Best Practices in Compensation Governance

    | | Pay for performance. Approximately 90% of our CEO’s target direct compensation, and 84% of target direct compensation (on average) for the other NEOs, was variable and at risk, with 50% of all equity compensation consisting of performance-based RSUs. | | | Emphasize long-term performance through equity grants. Approximately 79% of our new CEO’s target direct compensation (69% on average for our other NEOs) is equity-based, with multi-year vesting. Performance-based equity is measured over three years. | | | Challenging 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. | | | Shareholder approval required to re-price outstanding equity awards. Any re-pricing or exchange of equity awards would require shareholder approval. | | | Risk mitigation. We annually review all incentive programs for material risk. | | | Use of 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. |

  35. 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 2025, 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 2025. 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 2025, the Compensation Committee determined that Aon continued to be independent.

  36. 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 operating income, revenue, and headcount. The Compensation Committee believes that using operating income, market capitalization, and headcount are 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 anticipates continued strong growth. Accordingly, 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 peer data is useful as a reference, the Compensation Committee does not target any percentile within the 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 2025 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.

  37. Use of a Peer Group to Set Pay

    | For compensation decisions for fiscal year 2025, 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 • Insulet Corporation • Integra LifeSciences Holdings Corp | • Masimo Corporation • Natera, Inc. • Penumbra, 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: $9.77 billion • Bio-Techne’s market capitalization: $11.51 billion • Bio-Techne’s position: 73rd percentile Revenues • peer median: $2.01 billion (trailing four quarters) • Bio-Techne’s revenues: $1.15 billion • Bio-Techne’s position: 14th percentile EBITA • peer median: $276.6 million (trailing four quarters) • Bio-Techne’s EBITA: $257.4 million • Bio-Techne’s position: 41st percentile Annualized 3-Year TSR • peer median: -11% • Bio-Techne’s annualized 3-Year TSR: -10% • Bio-Techne’s position: 52nd percentile |

  38. The 2025 Executive Compensation Program Design and Discussion

    The 2025 Executive Compensation Program Design and Discussion Our executive compensation program includes several elements that are tailored to reward specific aspects of Company and business-line performance that the Board believes are central to meeting key business objectives and delivering long-term shareholder value. In particular, we strive to align executive compensation with our key strategic objectives: the development of core products and impactful innovation, geographic expansion, commercial execution, operational excellence, continued growth through mergers and acquisitions and strategic collaborations, and talent retention and recruitment. The Company’s executive compensation program consists of base salaries, annual cash performance bonuses, long-term equity awards (both time-vesting and performance-vesting), and various benefits, including a Profit Sharing and Savings Plan in which all qualified Company employees participate. Mr. Kelderman’s CEO compensation aligns with the design and structure of the compensation packages for the other NEOs, with a strong emphasis on at-risk compensation.

  39. The 2025 Executive Compensation Program Design and Discussion

    | | Element | Form | 2025 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 Bonus Incentive (Short-Term Incentives) | Cash Performance-Based | 50% Organic Revenue 50% Adjusted EBITA | • Drives Company-wide and segment performance • Focuses efforts on growing profitable revenue and earnings and achieving strategic business goals | | 3 | Long-Term Equity Awards (Performance-Based) | Three-Year Performance-Based RSUs | 40% Organic revenue 35% Adjusted EBITA 25% 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 | | 4 | Long-Term Equity Awards (Time-Based) | Time-Vesting Options & RSUs | 50% Options (vesting in equal 1/4(ths)) 50% RSUs (vesting in equal 1/3(rds)) | • Incentivizes strong performance and profitable growth • Retains high–performing executives by providing a meaningful incentive to stay with the Company |

  40. Annual Cash Bonus Incentives

    Annual Cash Bonus 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 that directly impact the Company’s revenue and adjusted operating margin. The Compensation Committee approves both the target bonus available for each NEO and the performance goals the NEOs must meet in order to earn a bonus incentive payout. NEOs may earn between zero and 200% of their target bonus opportunities based on achievement against the applicable performance goals. The Compensation Committee retains the discretion to determine the bonus amounts and criteria for new participants and to adjust bonus amounts and criteria from time to time, including adjusting bonus payouts to reflect unexpected circumstances that were not taken into account when bonus targets were set. This discretion was not exercised in fiscal 2025.

  41. Fiscal Year 2025 Target Bonus Opportunities

    Fiscal Year 2025 Target Bonus Opportunities The Compensation Committee assigned a target bonus opportunity for each NEO, expressed as a percentage of base salary, as shown below.

  42. Fiscal Year 2025 Target Bonus Opportunities

    | Executive | 2025 Base Salary ($) | Target Annual Incentive (as % of base salary) | Target Annual Incentive ($) | | Kim Kelderman | $936,000 | 110% | $1,029,600 | | James Hippel | 723,000 | 100% | 723,000 | | William Geist | 573,200 | 90% | 515,880 | | Matthew McManus | 572,000 | 90% | 514,800 | | Shane Bohnen | 431,000 | 70% | 301,700 |

  43. Fiscal Year 2025 Target Bonus Performance Metrics

    Fiscal Year 2025 Target Bonus Performance Metrics For fiscal year 2025, the annual bonus plan for most of our NEOs was again based on consolidated adjusted EBITA results and consolidated organic revenue results for the Company. For those NEOs who lead our two reporting segments, half of their bonus was based on the adjusted EBITA and organic revenue results for their respective segments, while the other half was based on the overall enterprise results for these metrics. The Compensation Committee’s enduring rationale for utilizing these metrics remains that they are the primary drivers of profitable growth and best aligned with both our long-term corporate strategy and shareholders’ interests. Moreover, these are metrics over which each executive has significant influence, which ensures that pay is aligned with performance. Fiscal year 2025 was a uniquely challenging year in which to set financial targets. Fiscal year 2024 saw growth of the Company at 1%, despite the overall contraction of many life sciences tools companies. When targets for fiscal year 2025 were set, global biopharma demand remained weak with negative growth in our fourth quarter, academic markets continue to weaken, and we observed constrained budgets (especially impacting capex). In addition, the Diagnostics and Spatial Biology Segment’s adjusted operating income target would now include the performance of recent acquisition Lunaphore, resulting in a fiscal year 2025 target for operating income that was lower than the fiscal year 2024 target. The Compensation Committee assigned the following weightings to the performance metrics for the NEOs’ respective annual incentive opportunities.

  44. Fiscal Year 2025 Target Bonus Performance Metrics

    | | Company-Wide Goals | | Segment Goals | | | Executive | Organic Revenue* | Adjusted EBITA** | Organic Revenue* | Adjusted EBITA** | | Kim Kelderman | 50% | 50% | — | — | | James Hippel | 50% | 50% | — | — | | William Geist | 25% | 25% | 25% | 25% | | Matthew McManus | 25% | 25% | 25% | 25% | | Shane Bohnen | 50% | 50% | — | — |

  45. Fiscal Year 2025 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 EBITA 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 EBITA and the adjusted EBITA used for management’s incentive plan. |

  46. Fiscal Year 2025 Target Bonus Performance Metrics

    The performance goals and range of possible payouts for each performance metrics for fiscal year 2025 is shown below.

  47. Company-Wide Bonus Payout Targets

    Company-Wide Bonus Payout Targets

  48. Company-Wide Bonus Payout Targets

    | | Company Revenue Goals | | Company EBITA Goals | | | Performance Level | Performance Achievement ($) | Payout Range (% of target award opportunity) | Performance Achievement ($) | Payout Range (% of target award opportunity) | | Threshold | 1,106.8M | 50% | 343.8M | 50% | | Target | 1,190.1M | 100% | 373.7M | 100% | | Maximum | 1,250.0M | 200% | 403.6M | 200% |

  49. Protein Sciences Segment Bonus Payout Targets

    Protein Sciences Segment Bonus Payout Targets

  50. Protein Sciences Segment Bonus Payout Targets

    | | Protein Sciences Revenue Goals | | Protein Sciences EBITA Goals | | | Performance Level | Performance Achievement ($) | Payout Range (% of target award opportunity) | Performance Achievement ($) | Payout Range (% of target award opportunity) | | Threshold | 781.3M | 50% | 324.5M | 50% | | Target | 840.1M | 100% | 352.7M | 100% | | Maximum | 882.1M | 200% | 380.9M | 200% |

  51. Diagnostics & Spatial Biology Segment Bonus Payout Targets

    Diagnostics & Spatial Biology Segment Bonus Payout Targets

  52. Diagnostics & Spatial Biology Segment Bonus Payout Targets

    | | Diagnostics & Spatial Biology Revenue Goals | | Diagnostics & Spatial Biology EBITA Goals | | | Performance Level | Performance Achievement ($) | Payout Range (% of target award opportunity) | Performance Achievement ($) | Payout Range (% of target award opportunity) | | Threshold | 325.5M | 50% | 26.8M | 50% | | Target | 350.0M | 100% | 29.2M | 100% | | Maximum | 367.6M | 200% | 31.5M | 200% |

  53. Diagnostics & Spatial Biology Segment Bonus Payout Targets

    The payout percentage for each executive was calculated as shown below.

  54. Fiscal Year 2025 Annual Cash Bonus Achievement

    Fiscal Year 2025 Annual Cash Bonus Achievement The Company achieved strong revenue and EBITA results in fiscal year 2025, with better growth and profitability than most in the life science tools industry. This strong performance, which exceeded our enterprise-wide targets in revenue and EBITA, led to fiscal year 2025’s annual bonus achievement results. The table below illustrates achievement against annual bonus targets for the Company and for our two reporting segments. Based on the results shown above, payouts under the Short-Term Incentive Plan for fiscal year 2025 for our NEOs were as follows:

  55. Fiscal Year 2025 Annual Cash Bonus Achievement

    | Executive | Annual Salary* ($) | % Eligible | Target Annual Incentives ($) | Bonus Blend % | 2025 Bonus Paid ($) | As a % of Target | | Kim Kelderman | $936,000 | 110% | $1,029,600 | 128.1% | $1,318,917 | 128.1% | | James Hippel | 723,000 | 100% | 723,000 | 128.1% | 926,163 | 128.1% | | William Geist | 573,200 | 90% | 515,880 | 145.0% | 748,026 | 145.0% | | Matthew McManus | 572,000 | 90% | 514,800 | 86.4% | 444,787 | 86.4% | | Shane Bohnen | 431,000 | 70% | 301,700 | 128.1% | 386,478 | 128.1% |

  56. Fiscal Year 2025 Annual Cash Bonus Achievement

    * Reflects actual salary paid in fiscal year 2025 Cash bonus performance results for the NEOs are reflected in the 2025 Summary Compensation Table. For a comprehensive discussion of our financial results, please refer to our Annual Report on Form 10-K for fiscal year 2025.

  57. Long-Term Incentive Compensation Awarded in Fiscal Year 2025

    Long-Term Incentive Compensation Awarded in Fiscal Year 2025 Long-term incentive compensation is a critical component of our executive compensation program because it aligns our executives’ financial interests with sustained shareholder value creation and long-term Company financial results. Long-term incentive compensation 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. We utilize both performance-based and time-based equity awards. Our performance-based equity awards comprise 50% of each NEO’s target equity grant, and vest upon the achievement of specified business goals and relative TSR performance. Our Compensation Committee believes that a 50/50 mix of performance-based and time-based awards appropriately balances the incentives of achieving business, operational, and share price goals with continued service and retention. These equity incentives are a critical component of our executive compensation philosophy that emphasizes pay that rewards performance.

  58. Target Grants

    | | Stock Options* | Restricted Stock Units | | | Executive | Time-based ($) | Time-based ($) | Performance-based ($) | | Kim Kelderman | $1,932,848 | $1,919,943 | $4,287,998 | | James Hippel | 907,273 | 3,509,529 | 2,012,782 | | William Geist | 593,448 | 589,467 | 1,316,518 | | Matthew McManus | 596,695 | 592,688 | 1,323,760 | | Shane Bohnen | 377,496 | 374,999 | 837,494 |

  59. Time-Based Equity Grants (Stock Options and Restricted Stock Units)

    Time-Based Equity Grants (Stock Options and Restricted Stock Units) The Company’s time-based equity consists of stock option grants and restricted stock unit grants. The Company’s time-vesting stock option grants generally vest 25% on each of the first four anniversaries of the grant date and, effective for fiscal year 2025, have a ten-year term (rather than the previous seven-year term). The Company’s time-vesting restricted stock unit grants generally vest 33% on each of the first three anniversaries of the grant date. The Compensation Committee determines the appropriate stock option and restricted stock 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. These equity vehicles motivate strong performance and pursuit of shareholder value, as stock options have value only if the market price of the Company’s stock appreciates from the grant date to the exercise date, and the value of restricted stock units depends on the market price of the Company’s stock.

  60. RSU Grant to James Hippel

    RSU Grant to James Hippel On October 30, the Compensation Committee granted James Hippel a one-time restricted stock unit award of 34,634 shares in consideration for options that were inadvertently forfeited due to a stock plan administrative error in recording the expiration date. The restricted stock unit award will vest in equal installments on the first three anniversaries of the grant date, subject to the terms of the Equity Incentive Plan and the underlying award agreement.

  61. Performance-Vesting RSUs

    Performance-Vesting RSUs Under the Long-Term Incentive Plan for fiscal year 2025, the Committee approved grants of restricted stock units to all executives. Performance-Vesting RSUs comprise 50% of equity compensation, and are designed to drive sustainable, profitable growth. These grants have a three-year cliff vesting schedule and therefore vest following the Company’s 2027 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted EBITA and consolidated organic revenue goals for fiscal year 2028. These targets promote long-term achievement of the Company’s strategic objectives.

  62. Performance-Vesting RSUs

    | • | Company-Wide Organic Revenue. Revenue growth is the best long-term driver of consistent cash generation. It determines 40% of the awards for our NEOs. | | • | Company-Wide Adjusted EBITA. EBITA is an important driver of share price valuation and shareholder expectations. It determines 35% of the awards for our NEOs. | | • | Relative Total Shareholder Return. rTSR aligns executive compensation with shareholder experience to motivate focus on driving shareholder value, and reward outperformance relative to peers. rTSR determines 25% of the awards for our NEOs. |

  63. Performance-Vesting RSUs

    The following table sets forth the threshold, target, and maximum potential amounts that will vest for our NEOs at the end of fiscal year 2027 under the performance-vested equity for fiscal year 2025:

  64. Performance-Vesting RSUs

    | | Restricted Stock Units | | | | Executive | Threshold ($) | Target ($) | Maximum ($) | | Kim Kelderman | $2,143,999 | $4,287,998 | $6,431,997 | | James Hippel | 1,006,391 | 2,012,782 | 3,019,173 | | William Geist | 658,259 | 1,316,518 | 1,974,777 | | Matthew McManus | 661,880 | 1,323,760 | 1,985,639 | | Shane Bohnen | 418,747 | 837,494 | 1,256,241 |

  65. Performance-Vesting RSUs

    Awards will vest on a linear scale depending on the level of performance between threshold and maximum levels. Adjusted EBITA and organic revenue exclude the impact of foreign currency translation, acquisitions and acquisition-related amortization, costs and expenses, non-recurring litigation expenses and other unusual items.

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

    Selection of Performance Metrics for Long-Term Incentive Awards The performance metrics for the performance-vesting RSUs are as follows:

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

    | Metric | Weight | Purpose | | Consolidated organic revenue | 40% | continued revenue growth is the best long-term driver of consistent cash generation | | Adjusted EBITA | 35% | EBITA is an important driver of share price valuation and shareholder expectations | | Relative total shareholder return | 25% | a shareholder return metric 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 |

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

    The design of the relative total shareholder return metric is described below. For competitive reasons, we do not disclose the performance goals for adjusted EBITA and consolidated organic revenue in advance. We believe that our success in driving 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 organic revenue and adjusted EBITA constitute the most direct and compelling measures of both current and future profitable growth. These measures are included as performance metrics in both our annual bonus plan and our long-term equity awards 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. The Compensation Committee implemented the rTSR measure for long-term incentives in fiscal 2023 to respond to shareholder feedback. The rTSR measure has continued to evolve for fiscal 2025, but the overall weighting of the performance metrics has remained unchanged.

  69. Bio-Techne’s rTSR Measure for Performance-Based Long-Term Incentive Awards

    Bio-Techne’s rTSR Measure for Performance-Based Long-Term Incentive Awards In June 2023, following extensive engagement with investors regarding the design of our short- and long-term incentive plans, as well as a comprehensive evaluation, analysis, and benchmarking over the span of several committee meetings, the Compensation Committee approved the addition of an rTSR measure for three-year performance-based LTI. The Compensation Committee’s rationale for this addition was anchored on three key themes: aligning executive compensation with shareholder experience; differentiating short- and long-term compensation measures; and aligning 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. To construct the rTSR comparator group, we started with companies whose business is 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 the companies in our compensation peer group to determine if they should be included in the peer group for rTSR. The rTSR comparator group for the fiscal 2025 grants is shown below.

  70. Bio-Techne’s rTSR Measure for Performance-Based Long-Term Incentive Awards

    | rTSR Comparators for Fiscal Year 2025 | | 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.* | Insult Corp. | | | DexCom, Inc. | Qiagen N.V.* | | | Globus Medical Inc.* | Repligen Corp.* | | | Haemonetics Corp.* | Revvity, Inc.* | | | Integra Life Sciences* | ResMed Inc. | | | IDEXX Laboratories, Inc. | West Pharmaceutical Services Inc. | | | Illumina Inc. | | |

  71. Bio-Techne’s rTSR Measure for Performance-Based Long-Term Incentive Awards

    | * Comparator also included in Executive Compensation Peer Group |

  72. Bio-Techne’s rTSR Measure for Performance-Based Long-Term Incentive Awards

    The Compensation Committee implemented a payout curve that is generally in line with industry practice, but features a more challenging threshold. Specifically, the Committee established a threshold of 35% to achieve a 50% payout. In contrast, the median comparator set only a 25% threshold for a 50% payout. Effective for the fiscal year 2025 three-year performance-vesting grants, the Committee also added a payout cap of 100% in the event TSR is negative. As a result, regardless of how well Bio-Techne performs in comparison to the TSR peer group, if the Company’s TSR for the measurement period is negative, the NEOs’ payouts will be capped. The graph below shows the payout curve for the fiscal year 2025 grants. The calculation of Total Shareholder Return for both the beginning and ending stock price is based on the five-day average closing stock price ending on the first and last day of the performance period. For this purpose, share prices are adjusted to reflect dividends. The Compensation Committee believes using a five-day average avoids the inherent volatility of a one-day measurement period. The Compensation Committee reviews all aspects of the rTSR metric on an annual basis.

  73. Results of Performance-Vesting Grants for Fiscal Year 2025

    Results of Performance-Vesting Grants for Fiscal Year 2025 The three-year performance-vesting equity awards granted as part of fiscal year 2023 executive compensation were scheduled to vest in August 2025, after the conclusion of the three-year performance period. As shown below, based on the Company’s performance relative to the performance goals set in the first quarter of 2023, the long-term incentive awards did not vest for any of the NEOs, resulting in a 0% payout.

  74. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity Awards The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. All annual equity grants are issued effective August 15. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meeting in the first quarter each year as part of the annual compensation review and after results for the preceding fiscal year become available. The proximity of any awards to other significant corporate events is coincidental. ln addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates. During fiscal 2025, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.

  75. Incentive Mix: Short-Term vs. Long-Term Compensation

    Incentive Mix: Short-Term vs. Long-Term Compensation The program places a strong emphasis on long-term incentives, with a strong emphasis of compensation allocated to long-term compensation. This structure discourages short-term decision-making and promotes alignment with long-term strategic goals. Long-term incentives include time-based stock options, time-based restricted stock units (RSUs), and performance-vested RSUs, each with multi-year vesting schedules. This balance ensures that executives are incentivized to focus on sustained value creation rather than short-term financial outcomes.

  76. Vehicle Mix: Equity Types

    Vehicle Mix: Equity Types Bio-Techne’s long-term incentive program includes a diversified mix of equity vehicles: 25% time-based stock options, 25% time-based RSUs, and 50% three-year performance-vested RSUs. This blend supports both retention and performance alignment. Time-based options and RSUs provide value even during periods of market volatility, helping retain key talent. Performance-vested RSUs are tied to rigorous financial and market-based metrics, reinforcing accountability and long-term shareholder value creation. This mix does not encourage undue focus on any single metric or short-term stock price movements.

  77. Performance Metrics

    Performance Metrics While the performance metrics used in Bio-Techne’s incentive plans are generally sound and difficult to manipulate, the Committee acknowledged the overlap between short-term and long-term incentive metrics. The risk is mitigated by the use of different performance periods and the inclusion of relative rTSR in the long-term incentive plan. Further, the Compensation Committee underscored its plans to continue to monitor this area, including a willingness to further diversify vehicles used in future program designs. On this point, the Committee implemented a one-year “bench test” of a new enterprise performance goals metric for fiscal year 2026 strictly for evaluation purposes, and which may be implemented for fiscal year 2027.

  78. 2025 Summary Compensation Table

    2025 Summary Compensation Table The NEOs received compensation for the fiscal years ended June 30, 2025, 2024, and 2023 as set forth in the chart below.

  79. 2025 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 | 2025 | $936,000 | — | $3,929,942(5) | $1,932,848(6) | $1,318,917 | $33,473(7) | $8,151,181 | | | 2024 | 759,511(4) | — | 1,935,433(5) | 3,858,418(6) | 285,394 | 13,739 | 6,852,495 | | | 2023 | 589,890(4) | — | 440,085(5) | 1,319,921(6) | 246,717 | 9,099 | 2,605,711 | | James Hippel Executive Vice President and CFO | 2025 | 723,000 | — | 4,453,020(8) | 907,273(9) | 926,163 | 17,926(10) | 7,027,382 | | | 2024 | 695,167 | — | 2,112,272(8) | 2,165,618(9) | 218,978 | 10,597 | 5,202,632 | | | 2023 | 668,430 | — | 687,601(8) | 2,062,485(9) | 13,520 | 9,834 | 3,441,870 | | William Geist President, Protein Sciences | 2025 | 573,200 | — | 1,206,585(11) | 593,448(12) | 748,026 | 18,040(10) | 3,139,299 | | | 2024 | 551,200 | — | 1,519,768(11) | 1,417,508(12) | 144,855 | 13,887 | 3,647,219 | | | 2023 | 530,000 | — | 449,915(11) | 1,350,043(12) | — | 3,669 | 2,333,628 | | Matthew McManus President, Diagnostics and Spatial Biology | 2025 | 572,000 | — | 1,213,200(13) | 596,695(14) | 444,787 | 19,937(10) | 2,846,619 | | | 2024 | 253,846(15) | — | 1,081,995(13) | 527,793(14) | 124,027 | 6,980 | 1,994,642 | | | 2023 | — | — | — | — | — | — | — | | Shane Bohnen Senior Vice President and General Counsel | 2025 | 431,000 | — | 767,575(16) | 377,496(17) | 386,478 | 18,183(10) | 1,980,732 | | | 2024 | 344,760 | — | 262,517(16) | 762,509(17) | 76,020 | 9,988 | 1,455,793 | | | 2023 | 331,500(18) | — | 499,945(16) | 190,699(17) | 22,100(19) | — | 1,044,244 |

  80. 2025 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 fiscal year 2025, 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. For 2023, includes base salary for the time Mr. Kelderman was President of the Diagnostics and Spatial Biology segment. | | (5) For 2025, includes 25,630 shares of time-vested restricted stock units granted on August 15, 2024, as well as one performance-vested award, which was granted August 15, 2024. The value of the 2025 performance-based awards at grant date for the August 15, 2024 grant, assuming that the highest level of performance conditions will be achieved, is $6,431,997. 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 prorated 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. | | (6) For 2025, represents one time-vested option, which was granted on August 15, 2024. The time-vested option grant was to purchase 69,061 shares of Common Stock. 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 prior to Mr. Kelderman’s Chief Executive Officer appointment, one of which was granted November 1, 2023 upon the commencement of his appointment to Chief Executive 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 prorated 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 prorated 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, 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. |

  81. 2025 Summary Compensation Table

    | (7) For 2025, includes $12,113 for 401(k) match, $16,890 for household security system, 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 2025, includes time-vested restricted stock units, one of which was granted on August 15, 2024, and one which was granted on November 1, 2024 and one performance-based award granted on August 15, 2024. The August 15, 2024 grant represents 12,031 shares of time-vested restricted stock units. The value of the 2025 performance-based award at the grant date assuming the highest level of performance conditions will be achieved is $3,019,782. The November 1, 2024 grant represents 34,634 shares of time-vested restricted stock units. 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. | | (9) For 2025, represents one time-vested option, which was granted on August 15, 2024. The time-vested option grant was to purchase 32,417 shares of Common Stock. 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. | | (10) Includes 401(k) match and 2,990 for household security system. | | (11) For 2025, includes 7,869 shares of time-vested restricted stock units granted on August 15, 2024, as well as one performance-vested award, which was granted August 15, 2024. The value of the 2025 performance-based awards at grant date for the August 15, 2024 grant, assuming that the highest level of performance conditions will be achieved, is $1,974,777. 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. | | (12) For 2025, represents one time-vested option, which was granted on August 15, 2024. The time-vested option grant was to purchase 21,204 shares of Common Stock. For 2024, includes one time-vested option and on 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. | | (13) For 2025, includes 7,912 shares of time-vested restricted stock units granted on August 15, 2024, as well as one performance-vested award, which was granted August 15, 2024. The value of the 2025 performance-based awards at grant date for the August 15, 2024 grant, assuming that the highest level of performance conditions will be achieved, is $1,985,639. 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 prorated based on Mr. McManus’ employment agreement for service during the partial fiscal year, the value of the fiscal year 2024 performance-based award, assuming the highest level of performance conditions will be achieved, would have been $475,000. | | (14) For 2025, represents one time-vested option, which was granted on August 15, 2024. The time-vested option grant was to purchase 21,320 shares of Common Stock. 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 prorated 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. | | (15) For 2024, represents base salary prorated for actual employment from Mr. McManus’ hire date through the end of the fiscal year. The annualized amount for 2024 is $550,000. | | (16) For 2025, includes 5,006 shares of time-vested restricted stock units granted on August 15, 2024, as well as one performance-vested award, which was granted August 15, 2024. The value of the 2025 performance-based awards at grant date for the August 15, 2024 grant, assuming that the highest level of performance conditions will be achieved, is $1,256,241. 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. | | (17) For 2025, represents one time-vested option, which was granted on August 15, 2024. The time-vested option grant was to purchase 13,488 shares of Common Stock. 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, 202,3 was to purchase 3,928 shares of Common Stock. | | (18) Includes salary from before Mr. Bohnen was appointed an officer on March 3, 2023. | | (19) 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. |

  82. 2025 Grants of Plan-Based Awards

    2025 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 fiscal year 2025.

  83. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Restricted Stock Units: Number of Shares(3) (#) | All Other Options Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards (per share) ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kim Kelderman | | $257,400 | $1,029,600 | $2,059,200 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | — | 69,061 | 74.91 | 1,932,848 | | | 8/15/2024 | — | — | — | — | — | — | 25,630 | — | — | 1,919,943 | | | 8/15/2024 | — | — | — | 28,621 | 57,242 | 85,863 | — | — | — | 4,287,998 | | James Hippel | | $180,750 | $723,000 | $1,446,000 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | — | 32,417 | 74.91 | 907,273 | | | 8/15/2024 | — | — | — | — | — | — | 12,031 | — | — | 901,242 | | | 8/15/2024 | — | — | — | 13,435 | 26,869 | 40,304 | — | — | — | 2,012,782 | | | 11/1/2024 | — | — | — | — | — | — | 34,634 | — | — | 2,608,287 | | William Geist | | $64,485 | $515,880 | $1,031,760 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | — | 21,204 | 74.91 | 593,448 | | | 8/15/2024 | — | — | — | — | — | — | 7,869 | — | — | 589,467 | | | 8/15/2024 | — | — | — | 8,787 | 17,575 | 26,362 | — | — | — | 1,316,518 | | Matthew McManus | | $64,350 | $514,800 | $1,029,600 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | — | 21,320 | 74.91 | 596,695 | | | 8/15/2024 | — | — | — | — | — | — | 7,912 | — | — | 592,688 | | | 8/15/2024 | — | — | — | 8,836 | 17,671 | 26,507 | — | — | — | 1,323,760 | | Shane Bohnen | | $75,425 | $301,700 | $603,400 | — | — | — | — | — | — | — | | | 8/15/2024 | — | — | — | — | — | — | — | 13,488 | 74.91 | 377,496 | | | 8/15/2024 | — | — | — | — | — | — | 5,006 | — | — | 374,999 | | | 8/15/2024 | — | — | — | 5,590 | 11,180 | 16,770 | — | — | — | 837,494 |

  84. 2025 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 2025 and would have been paid in fiscal year 2026. | | (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 4 represents performance-based restricted stock units, which awards vest following the Company’s 2027 fiscal year if the Company achieves threshold, target or maximum consolidated adjusted EBITA and adjusted revenue growth goals in fiscal year 2027. | | (3) Rows 3 and 5 represents time-vested restricted stock units granted for the fiscal year under the Company’s Equity Plan. The risk of forfeiture for the awards lapses annually in pro-rata increments over a period of three years, beginning on the first anniversary of the grant date. | | (4) Row 2 for each NEO represents the number of time-based stock options granted to the participant during the fiscal year under the Company’s Long-Term Incentive Plan. Such awards vest annually in pro-rata increments over a period of four years from the grant date. | | (5) The fair value of the equity awards is determined pursuant to FASB 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 2025, included in the Company’s Annual Report on Form 10-K. |

  85. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 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, 2025.

  86. 2025 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 ($) | Number of Unearned Shares Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | Kim Kelderman | (1) | 8/8/2018 | 36,132 | — | — | 44.33 | 8/8/2025 | | | | | | | | (2) | 8/8/2018 | 48,176 | — | — | 44.33 | 8/8/2025 | | | | | | | | (3) | 8/7/2019 | 61,692 | — | — | 47.60 | 8/7/2026 | | | | | | | | (4) | 8/7/2019 | 47,844 | — | — | 47.60 | 8/7/2026 | | | | | | | | (5) | 8/5/2020 | 35,964 | — | — | 66.97 | 8/5/2027 | | | | | | | | (6) | 8/5/2020 | 46,460 | — | — | 66.97 | 8/5/2027 | | | | | | | | (7) | 8/5/2020 | 33,300 | — | — | 66.97 | 8/5/2027 | | | | | | | | (8) | 8/6/2021 | 19,460 | 6,484 | — | 120.46 | 8/6/2028 | | | | | | | | (9) | 8/15/2022 | 14,472 | 14,468 | — | 94.52 | 8/15/2029 | | | | | | | | (10) | 8/15/2022 | — | — | 21,704 | 94.52 | 8/15/2029 | (11) | — | — | 6,984 | 359,327 | | | (12) | 8/15/2023 | 7,348 | 22,043 | — | 84.61 | 8/15/2030 | | | | | | | | (13) | 8/15/2023 | — | — | 23,881 | 84.61 | 8/15/2030 | (14) | — | — | 8,873 | 456,516 | | | (15) | 11/1/2023 | 9,563 | 28,689 | — | 52.83 | 11/1/2030 | (16) | 9,464 | 486,923 | — | — | | | (17) | 2/1/2024 | 12,973 | 38,917 | — | 68.54 | 2/1/2031 | | | | | | | | (18) | 2/1/2024 | — | — | 25,945 | 68.54 | 2/1/2031 | (19) | — | — | 9,423 | 484,813 | | | (20) | 8/15/2024 | — | 69,061 | — | 74.91 | 8/15/2034 | (21) | 25,630 | 1,318,664 | — | — | | | | 8/15/2024 | | | | | | (22) | — | — | 85,863 | 4,417,651 | | James Hippel | (1) | 8/8/2018 | 72,264 | — | — | 44.33 | 8/8/2025 | | | | | | | | (2) | 8/8/2018 | 96,356 | — | — | 44.33 | 8/8/2025 | | | | | | | | (3) | 8/7/2019 | 106,324 | — | — | 47.60 | 8/7/2026 | | | | | | | | (4) | 8/7/2019 | 79,744 | — | — | 47.60 | 8/7/2026 | | | | | | | | (5) | 8/5/2020 | 57,440 | — | — | 66.97 | 8/5/2027 | | | | | | | | (6) | 8/5/2020 | 76,588 | — | — | 66.97 | 8/5/2027 | | | | | | | | (7) | 8/5/2020 | 33,300 | — | — | 66.97 | 8/5/2027 | | | | | | | | (8) | 8/6/2021 | 30,404 | 10,132 | — | 120.46 | 8/6/2028 | | | | | | | | (9) | 8/15/2022 | 22,612 | 22,608 | — | 94.52 | 8/15/2029 | | | | | | | | (10) | 8/15/2022 | — | — | 33,916 | 94.52 | 8/15/2029 | (11) | — | — | 10,912 | 561,422 | | | (12) | 8/15/2023 | 11,481 | 34,442 | — | 84.61 | 8/15/2030 | | | | | | | | (13) | 8/15/2023 | — | — | 37,314 | 84.61 | 8/15/2030 | (14) | — | — | 13,865 | 713,354 | | | | 11/1/2023 | | | | | | (16) | 13,159 | 677,031 | — | — | | | (20) | 8/15/2024 | — | 32,417 | — | 74.91 | 8/15/2034 | (21) | 12,031 | 618,995 | — | — | | | | 8/15/2024 | | | | | | (22) | — | — | 40,304 | 2,073,641 | | | | 11/1/2024 | | | | | | (23) | 34,634 | 1,781,919 | — | — | | William Geist | (24) | 2/1/2022 | 11,936 | 3,976 | — | 100.39 | 2/1/2029 | | | | | | | | (9) | 8/15/2022 | 14,800 | 14,800 | — | 94.52 | 8/15/2029 | | | | | | | | (10) | 8/15/2022 | — | — | 22,200 | 94.52 | 8/15/2029 | (11) | — | — | 7,140 | 367,353 | | | (12) | 8/15/2023 | 7,515 | 22,544 | — | 84.61 | 8/15/2030 | | | | | | | | (13) | 8/15/2023 | — | — | 24,424 | 84.61 | 8/15/2030 | (14) | — | — | 9,074 | 466,857 | | | | 11/1/2023 | | | | | | (16) | 9,911 | 509,921 | — | — | | | (20) | 8/15/2024 | — | 21,204 | — | 74.91 | 8/15/2034 | (21) | 7,869 | 404,860 | — | — | | | | 8/15/2024 | | | | | | (22) | — | — | 26,362 | 1,356,325 |

  87. 2025 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 ($) | Number of Unearned Shares Units or Other Rights that have not Vested (#) | Market Value of Unearned Shares that have not Vested ($) | | Shane Bohnen | (3) | 8/7/2019 | 8,848 | — | — | 47.60 | 8/7/2026 | | | | | | | | (6) | 8/5/2020 | 8,944 | — | — | 66.97 | 8/5/2027 | | | | | | | | (8) | 8/6/2021 | 2,596 | 864 | — | 120.46 | 8/6/2028 | | | | | | | | (9) | 8/15/2022 | 1,756 | 1,752 | — | 94.52 | 8/15/2029 | | | | | | | | (25) | 4/3/2023 | 1,964 | 1,964 | — | 73.76 | 4/3/2030 | (26) | 2,259 | 116,226 | — | — | | | (12) | 8/15/2023 | 4,076 | 12,226 | — | 84.61 | 8/15/2030 | (27) | 99 | 5,094 | — | — | | | (13) | 8/15/2023 | — | — | 12,924 | 84.61 | 8/15/2030 | (14) | — | — | 4,802 | 247,063 | | | (20) | 8/15/2024 | — | 13,488 | — | 74.91 | 8/15/2034 | (21) | 5,006 | 257,559 | — | — | | | | 8/15/2024 | | | | | | (22) | — | — | 16,770 | 862,817 | | Matthew McManus | (17) | 2/1/2024 | 3,976 | 11,926 | — | 68.54 | 2/1/2031 | (28) | 9,241 | 475,449 | — | — | | | (18) | 2/1/2024 | — | — | 7,951 | 68.54 | 2/1/2031 | (19) | — | — | 2,888 | 148,588 | | | (21) | 8/15/2024 | — | 21,320 | | 74.91 | 8/15/2034 | (21) | 7,912 | 407,072 | — | — | | | | 8/15/2024 | | | | | | (22) | — | — | 26,507 | 1,363,785 |

  88. 2025 Outstanding Equity Awards at Fiscal Year-End

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

  89. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table shows options exercised by the NEOs during fiscal year 2025 and each vesting of shares, including restricted stock and restricted stock units, during fiscal year 2025 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.

  90. 2025 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 | 28,884 | 1,159,461 | 4,732 | 356,367 | | James Hippel | 88,000 | 4,285,221 | 13,159 | 991,004 | | William Geist | 0 | 0 | 13,232 | 990,659 | | Matthew McManus | 0 | 0 | 4,620 | 339,801 | | Shane Bohnen | 0 | 0 | 2,309 | 127,654 |

  91. 2025 Option Exercises and Stock Vested

    | (1) Included within the number of shares acquired on exercise are 69,837 that were withheld by the Company due to net settlement. |

  92. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC requires disclosure of the ratio of the annual total compensation received by our CEO compared to the median of the annual total compensation of all of our employees (other than our CEO), commonly referred to as the “pay ratio” disclosure. As required by the SEC rules, we updated our analysis in fiscal year 2025 to identify our median employee for purposes of our pay ratio disclosure. We calculated the annual total compensation of the median employee for fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $91,707. For the year ended June 30, 2025, the total compensation for our CEO, Mr. Kelderman, was $8,151,181 as reported in the Summary Compensation Table on page 58. Accordingly, this fiscal 2025 annual total compensation was 88.9 times the median of the annual total compensation of the median employee.

  93. Pay vs. Performance

    Pay vs. Performance As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures. For information about how our Compensation Committee seeks to align executive compensation with the Company’s performance, see “Compensation discussion and analysis.” The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.

  94. Pay vs. Performance

    | Fiscal Year | Summary Compensation Table Total for CEO(1)(2) Mr. Kelderman | Compensation actually paid to CEO(1)(2) Mr. Kelderman | Summary Compensation Table Total for CEO(1) Mr. Kummeth | Compensation actually paid to CEO(1) Mr. Kummeth | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment based on: | | | Company- selected Measure (Organic Revenue)(5) | | | | | | | | | Company TSR | Peer Group TSR(3) | Net Income(4) | | | 2025 | $8,151,181 | $2,471,713 | $— | $— | $3,748,508 | $2,883,223 | $79.49 | $103.58 | $73,400,000 | $1,210,000 | | 2024 | 2,636,900(11) | 2,828,450(11) | 6,792,945 | 4,821,823 | 3,303,421(12) | 3,651,652(12) | 110.17 | 131.47 | 168,105,000 | 1,147,100 | | 2023 | — | — | 30,584,644 | 4,684,176 | 2,258,387 | 2,424,680 | 124.96 | 126.72 | 285,442,000 | 1,134,700 | | 2022 | — | — | 15,370,549 | (6,349,624) | 3,223,063 | (2,680,481) | 132.17 | 129.72 | 263,099,000 | 1,113,600 | | 2021 | — | — | 15,889,896 | 105,676,083 | 4,950,600 | 26,444,391 | 171.17 | 147.61 | 139,585,000 | 915,900 |

  95. Pay vs. Performance

    | (1) The Company had two CEOs during fiscal year 2024. Effective November 1, 2023, Mr. Kelderman was appointed the role of Chief Executive Officer and assumed the role 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. Kelderman was our CEO for the fully fiscal year 2025. Mr. Kummeth was our CEO for the full fiscal years 2021 through 2023. | | (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. |

  96. Pay vs. Performance

    | (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. |

  97. Pay vs. Performance

    | (4) Net income represents “Net earnings, including noncontrolling interest” as reported in the Company’s Annual Report on Form 10-K. |

  98. Pay vs. Performance

    | (5) Sales shown reflect organic revenue as calculated for purposes of our executive compensation program for the applicable reporting year. Refer to Appendix A for a reconciliation between GAAP and non-GAAP measures. |

  99. Pay vs. Performance

    | (6) The non-PEO NEOs during fiscal year 2025 were James Hippel, William Geist, Shane Bohnen, and Matthew McManus. | | (7) The non-PEO NEOs during fiscal year 2024 were James Hippel, William Geist, Kim Kelderman, Shane Bohnen, and Matthew McManus. | | (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) This amount includes only the amount earned by or paid to Mr. Kelderman after his appointment as CEO effective February 1, 2024 and does not include amounts earned by Mr. Kelderman as COO in fiscal year 2024 prior to such appointment. The amounts reported for Mr. Kelderman in our 2024 Proxy Statement in the columns captioned “Summary Compensation Table Total for CEO Mr. Kelderman” and “Compensation Actually Paid to CEO Mr. Kelderman” for fiscal year 2024 incorrectly included all amounts earned by and paid to Mr. Kelderman during fiscal year 2024, including the period in which he was serving as COO prior to his appointment as CEO.” | | (12) This amount represents the average summary compensation table compensation for non-PEO NEOs for fiscal year 2024. The 2024 Proxy Statement incorrectly reported the sum (rather than the average) of such compensation for non-PEO NEOs for fiscal year 2024 and excluded the amount earned by Mr. Kelderman during the portion of fiscal year 2024 in which he served as COO prior to his appointment as CEO. |

  100. Pay vs. Performance

    | | FY25 | | FY24 | | | | | FY23 | | FY22 | | | | CEO | Non-PEO NEOs | CEO Mr. Kelderman | | CEO Mr. Kummeth | Non-PEO NEOs | | CEO | Non-PEO NEOs | CEO | Non-PEO NEOs | | Total from Summary Compensation Table (i) | 8,151,181 | 3,748,508 | 2,636,900 | (6) | 6,792,945 | 3,303,421 | (7) | 30,584,644 | 2,258,387 | 15,370,549 | 3,223,063 | | Subtract: Grant date fair value of option and stock awards granted in the fiscal year (ii) | (5,862,791) | (1,264,411) | (2,152,815 | )(6) | (5,000,028) | (1,349,102 | )(7) | (29,325,210) | (850,075) | (10,299,362) | (949,840) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (iii) | 3,511,656 | 1,569,604 | 2,344,977 | | 4,234,157 | 2,565,518 | | 4,318,227(8) | 1,382,025 | 6,472,546 | 1,106,688 | | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years (iv) | (3,442,309) | (1,234,677) | — | | (1,241,718) | (847,318 | | (6,132,401) | (877,492) | (22,021,635) | (5,636,997) | | 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) | 113,976 | 64,200 | — | | 36,468 | (20,867 | | 5,238,918 | 633,346 | 4,128,278 | 469,566 | | 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 | 2,471,713 | 2,883,223 | 2,828,450 | (6) | 4,821,823 | 3,651,652 | (7) | 4,684,176 | 2,424,680 | (6,349,624) | (2,680,481) |

  101. 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. |

  102. Pay vs. Performance

    | (6) This amount includes only the amount earned by or paid to Mr. Kelderman after his appointment as CEO effective February 1, 2024 and does not include amounts earned by Mr. Kelderman as COO in fiscal year 2024 prior to such appointment. The amounts reported for Mr. Kelderman as CEO in our 2024 Proxy Statement incorrectly included all amounts earned by and paid to Mr. Kelderman during fiscal year 2024, including the period in which he was serving as COO prior to his appointment as CEO. | | (7) This amount represents the average summary compensation table compensation for non-PEO NEOs for fiscal year 2024. The 2024 Proxy Statement incorrectly reported the sum (rather than the average) of such compensation for non-PEO NEOs for fiscal year 2024 and excluded the amount earned by Mr. Kelderman during the portion of fiscal year 2024 in which he served as COO prior to his appointment as CEO. | | (8) 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. |

  103. Pay vs. Performance

    | | FY21 | | | | CEO | Non-PEO NEOs | | Total from Summary Compensation Table (i) | 15,889,896 | 4,950,600 | | Subtract: Grant date fair value of option and stock awards granted in the fiscal year (ii) | (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) | 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) | 64,935,446 | 11,789,651 | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (v) | — | — | | Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less the fair value (as of end of prior fiscal year) of prior year awards that failed to vest (vi) | 5,688,527 | 823,785 | | Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during the fiscal year (vii) | — | — | | Compensation Actually Paid | 105,676,083 | 26,444,391 |