Arnold Pinkston
BIO-RAD LABORATORIESAbout Arnold A. Pinkston
Arnold A. Pinkston, age 66, has served as a director of Bio‑Rad Laboratories since 2017 and is classified as an independent director under NYSE rules. He is currently Corporate Vice President and General Counsel of Edwards Lifesciences (since July 2019) and brings extensive corporate governance, regulatory, and M&A experience from prior senior legal roles at CoreLogic, Allergan, Beckman Coulter, and Eli Lilly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edwards Lifesciences | Corporate Vice President, General Counsel | Jul 2019–present | Senior legal leadership at a global medtech innovator |
| CoreLogic | Chief Legal Officer & Corporate Secretary | Jan 2018–Jun 2019 | Led legal and governance at a data/analytics firm |
| Allergan | EVP & General Counsel | 2011–Mar 2015 | Oversaw legal during strategic phases at multi‑specialty healthcare company |
| Beckman Coulter | SVP, General Counsel & Secretary | 2005–2011 | Legal leadership in diagnostics and life sciences |
| Eli Lilly | Various legal roles including VP & Deputy General Counsel | 1994–2005 | Big‑pharma legal and regulatory experience |
External Roles
| Organization | Role | Public Company Directorship | Interlocks/Potential Conflicts |
|---|---|---|---|
| Edwards Lifesciences | Corporate VP, General Counsel | None disclosed | No Bio‑Rad related‑party transactions disclosed; no current public boards listed for Pinkston |
| Janus Capital Group | Former Director | Prior public company board | Historical; no current interlocks disclosed at Bio‑Rad |
Board Governance
- Independence: Bio‑Rad identifies Pinkston as independent under NYSE Section 303A.02 .
- Committee assignments: Chair, Legal & Regulatory Compliance Committee; not on Audit or Compensation .
- Committee focus: Oversees anti‑corruption, false‑claims, compliance programs, and cybersecurity/data privacy risk management; LRC met 4 times in 2024 .
- Board activity/attendance: Board held 10 meetings in 2024; no director attended fewer than 75% of Board/committee meetings .
- Governance context: Bio‑Rad is a “controlled company” under NYSE standards (Schwartz family control); no nominating committee; Lead Independent Director is Gregory K. Hinckley .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member Cash Retainer | $200,000 | Effective Oct 1, 2023 policy |
| Legal & Regulatory Compliance Committee Chair Fee | $10,000 | Effective Oct 1, 2023 policy |
| Total Fees Earned (2024) | $210,000 | Pinkston’s cash fees in 2024 |
| Director Fee Schedule (Non‑Employee) | Cash Fees ($) |
|---|---|
| Board Member | 200,000 |
| Lead Independent Director | 25,000 |
| Audit Committee Chair | 25,000 |
| Audit Committee Member | 10,000 |
| Legal & Regulatory Compliance Committee Chair | 10,000 |
| Legal & Regulatory Compliance Committee Member | 5,000 |
| Compensation Committee Chair | 10,000 |
| Compensation Committee Member | 3,000 |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (Class A) | Sep 6, 2024 | 308 | $101,563 | Vests on earlier of first anniversary or next annual meeting (Apr 22, 2025) subject to service |
| Annual RSU policy | Ongoing | $100,000 value | — | From 2025, automatic annual RSUs granted at the annual meeting; pro‑rated for mid‑year appointments |
- No meeting fees beyond the cash retainer and committee fees; directors reimbursed for travel; no pension benefits for directors in 2024 .
- No other outstanding equity awards for non‑employee directors at 12/31/2024 besides the 2024 RSUs .
Other Directorships & Interlocks
| Company | Current Board | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | “Other Public Company Boards” column lists none for Pinkston |
| Janus Capital Group | Former Director | — | Historical directorship noted in biography |
Expertise & Qualifications
- Corporate governance, regulatory, and M&A knowledge from senior legal roles across medtech, diagnostics, pharma, and data analytics .
- As LRC Chair, expertise directly aligns with oversight of FCPA/anti‑kickback/false‑claims compliance and cybersecurity/data privacy risk .
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class | Voting Power Percent |
|---|---|---|---|
| Class A Common | 308 | 0.0% | 0.0% |
- Ownership guidelines (non‑employee directors): Minimum $400,000 in Bio‑Rad stock; five years to comply; includes shares held by director/spouse and vested equity awards; all non‑employee directors are in compliance or on track .
- Insider trading policy prohibits hedging, short sales, and transactions in publicly traded options; no pledge disclosures indicated; Section 16(a) compliance noted, with no delinquency for directors other than specified insiders not including Pinkston .
Governance Assessment
- Committee leadership and engagement: Pinkston chairs the LRC Committee, which met four times in 2024 and oversees high‑stakes compliance and cybersecurity risks—strengthening board risk oversight in areas material to investor confidence .
- Independence and attendance: Identified as independent; attended at least 75% of Board/committee meetings, consistent with director engagement expectations .
- Pay/ownership alignment: 2024 mix was $210,000 cash plus ~$101,563 in RSUs (308 units); director ownership guideline set at $400,000, with directors in compliance or on track, but Pinkston’s disclosed beneficial ownership is minimal at 308 shares—suggesting reliance on RSU vesting and future grants to meet guidelines .
- Conflicts and related‑party exposure: No Item 404 related‑party transactions disclosed for Pinkston; only Allison Schwartz’s employment compensation was noted among related‑person items, mitigating direct conflict concerns for Pinkston .
- Structural considerations: Bio‑Rad’s “controlled company” status (no nominating committee; family representation on the Board) can dilute perceived independence of the overall board structure; however, Pinkston’s role is targeted to compliance/cyber oversight, which is a positive governance signal within that context .
RED FLAGS
- Controlled company governance (no independent nominating committee) may limit board refresh and independent oversight despite Pinkston’s independence and LRC leadership .
- Low disclosed beneficial ownership (308 shares) as of the record date could be viewed as limited “skin‑in‑the‑game,” partially offset by RSU grants and the $400,000 ownership guideline compliance trajectory .
Positive Signals
- LRC chair with deep legal/regulatory background; explicit committee remit includes anti‑corruption compliance and cybersecurity risk oversight—areas of increasing investor focus .
- Board attendance threshold met; independence affirmed; compensation structure for directors avoids meeting fees and favors a simple cash+equity mix with clear vesting and annual grant cadence .