Colleen Corey

About Colleen Corey

Colleen Corey is Executive Vice President, Global Human Resources at Bio‑Rad Laboratories, appointed to the EVP role in August 2019 after serving as SVP, Global Human Resources since September 2014; she joined Bio‑Rad in 1996 and has held HR roles of increasing responsibility. She is 63 and is listed among the company’s executive officers in the 2025 proxy statement . During 2024, Bio‑Rad’s corporate performance underpinned incentive outcomes: the company reported global sales of $2,565.5M (adjusted $2,599.9M) vs an adjusted IBP target of $2,766.4M and operating income of $269.0M (adjusted $362.0M) vs an adjusted IBP target of $386.2M, resulting in 27.5% of target IBP payouts to NEOs; pay-versus-performance TSR for 2024 reflected a $100 initial investment value of 88.78 for Bio‑Rad . Equity design shifted in 2024 to RSUs and stock options with four‑year ratable vesting and a 10‑year option term, while 2022–2023 PSU awards tied to adjusted EBITDA margin did not meet threshold goals and were forfeited, emphasizing pay-for-performance discipline .

Past Roles

External Roles

• No external directorships or outside roles for Ms. Corey are disclosed in the company’s proxy statements reviewed .

Fixed Compensation

• Disclosure status: Ms. Corey was not a named executive officer (NEO) in the 2024 compensation tables; individual base salary, target bonus, and payouts for her are not itemized in the Summary Compensation Table (company disclosed CEO, CFO, COO, and two EVPs as NEOs) .
• Company practice: management uses market surveys (Radford Technology Survey, Willis Towers Watson) and Compensia input to set competitive pay; 2024 merit increases for NEOs employed at the start of the year were 2.5% effective April 1, 2024 (CEO and an EVP examples; indicates general approach) .

Performance Compensation

Annual Cash Incentive (IBP)

• Plan Mechanics and Weights

  Metric	Weight
  Corporate Sales	60%
  Corporate Operating Income (OI)	40%

• 2024 Corporate IBP Scorecard (NEO-relevant; $USD millions)

  Metric	IBP Target Plan	Adjusted IBP Target Plan	Actual	Adjusted Results	% of Target Achieved
  Global Sales	$2,748.0	$2,766.4	$2,565.5	$2,599.9	94.0%
  Operating Income (OI)	$393.0	$386.2	$269.0	$362.0	93.7%

• Thresholds, Payouts and Adjustments

  Item	Detail
  Thresholds	IBP pays only if ≥95% of Sales goal and/or ≥90% of OI goal are achieved .
  Individual Modifier	Managers can adjust individual IBP results ±20%; NEO awards were not adjusted in 2024 .
  2024 NEO Payout	NEOs achieved 27.5% of target bonus opportunity; paid in Q1 2025 .
  FX and Other Adjustments	2024 sales and OI targets/results were adjusted for FX; OI also adjusted for certain acquisition-related expenses, legal matters, and restructurings .

• Governance/Materiality of Measures

  • Bio‑Rad identifies Operating Income and Sales as the most important financial performance measures linking pay and performance for 2024 in its Pay vs Performance disclosures .

Equity Compensation Design and Outcomes

• 2024 Grants: RSUs and non‑qualified stock options granted to NEOs at FMV; four‑year vesting (25% annually), options have a 10‑year term; intent is to align with market practices and long‑term value creation .

• 2023 PSUs: One‑year performance period (FY2023) on adjusted EBITDA margin, vesting two years after performance period (12/31/2025) subject to continued employment; target set at 22.1% adjusted EBITDA margin; threshold not attained and PSUs were forfeited .

• 2022 PSUs: Three‑year performance period (1/1/2022–12/31/2024) with performance measured against 2024 adjusted EBITDA margin; target 25.8%; threshold 24.8%; threshold not attained and 2022 PSUs were forfeited .

• PSU/RSU Structure Summary

  Award Year	Instrument	Performance Metric	Target/Threshold	Performance Period	Vesting/Settlement	Outcome
  2024	RSUs	n/a	Time‑based	n/a	25% per year over 4 years	Ongoing vesting
  2024	Stock Options	n/a	FMV strike	n/a	25% per year over 4 years; 10‑yr term	Ongoing vesting
  2023	PSUs	Adjusted EBITDA Margin	Target 22.1%	1/1/2023–12/31/2023	Vests 12/31/2025 (service)	Forfeited (below threshold)
  2022	PSUs	Adjusted EBITDA Margin (FY2024)	Target 25.8%; Threshold 24.8%	1/1/2022–12/31/2024	Post‑period vesting (service)	Forfeited (below threshold)

• Equity Pool and Grant Process

  • Equity pool sized at ~1.1% of prior‑year outstanding shares; Compensia advised; market data from Radford and Willis Towers Watson; HR prepared grant ranges by job position/salary grade .

Equity Ownership & Alignment

• Stock Ownership Guidelines (adopted June 2022):

  Role	Guideline	Counting Rules	Compliance Note
  CEO	5x base salary	Includes shares held directly/with spouse, vested deferred comp, vested options, unvested RS/RSUs	Company states all named executive officers are in compliance or on track within five years .
  EVP and above (includes Ms. Corey’s level)	2x base salary	Same as above	Same note applies to NEOs; Corey-specific status not disclosed .

• Insider Trading Policy: Officers, directors, employees, and consultants are prohibited from hedging, short sales, and transactions in publicly traded options on the company’s stock .

• Pledging: No explicit pledging policy disclosure was identified in the reviewed proxy materials .

• Beneficial Ownership: Proxy tables disclose holdings for directors and certain NEOs; Ms. Corey’s individual beneficial ownership is not itemized in the 2025 or 2024 proxy tables reviewed (tables list specified insiders only) .

Employment Terms

• Employment Agreements: The company discloses it has no employment agreements with its named executive officers; benefits provided are generally the same as for regular employees (401(k), health/welfare, life insurance) .

• Clawback: Policy effective October 2, 2023 (NYSE/Exchange Act Section 10D compliant) requiring recovery of erroneously awarded incentive‑based compensation for current/former Section 16 officers within the 3 prior fiscal years following a restatement, subject to NYSE exceptions .

• Executive Change‑in‑Control (CIC) Severance Plan (select executives):

  Feature	Details
  Cash Severance (CIC + Qualifying Termination)	Lump sum equal to applicable severance period (18 months for listed EVPs) times weekly rate of base salary plus target annual bonus/52; plus prorated current‑year target bonus and any unpaid prior‑year bonus (CEO excluded) .
  COBRA Reimbursement	Up to 18 months for executive and dependents for eligible EVPs (CEO excluded) .
  280G Cutback	Payments reduced to produce a better net‑tax result if subject to 4999 excise tax .
  Equity Treatment	Separate from severance plan; equity acceleration illustrated in proxy for NEOs (intrinsic value tables), subject to plan terms .

• Say‑on‑Pay and Shareholder Inputs: Approximately 96% support for the company’s compensation program in 2023; shareholders preferred triennial say‑on‑pay frequency (77% support); in 2024, ~98% voted to approve the amended 2017 Incentive Award Plan .

Investment Implications

• Pay-for-performance discipline tightened: Two consecutive PSU cycles (2022 and 2023) were forfeited due to failure to meet EBITDA margin thresholds, directly reducing realized equity for senior leadership and signaling stricter linkage between outcomes and performance; for 2024, a pivot to RSUs plus stock options restores a mix balancing retention (time‑based RSUs) with upside sensitivity (options) .
• 2024 cash bonus leverage was modest: With adjusted Sales and OI at ~94% and ~94% of target respectively, NEO IBP payouts were 27.5% of target, indicating downside protection and alignment of cash incentives with core P&L drivers; HR leadership (including Ms. Corey) operates within a system emphasizing Corporate Sales and Operating Income as primary levers .
• Alignment safeguards are in place: Strong ownership guidelines at EVP level (2x salary), a clawback policy compliant with NYSE rules, and a ban on hedging/short sales/options trades reduce misalignment/agency risk; CIC severance uses standard 18‑month constructs for EVPs with a 280G cutback, limiting excessive parachutes—note that Corey‑specific severance terms are not individually disclosed .
• Data gaps limit Corey‑specific trading/ownership signals: Corey is not a 2024 NEO and her individual compensation, insider transactions, and share ownership are not itemized in the proxy tables reviewed, constraining direct assessment of insider selling pressure or “skin‑in‑the‑game” beyond policy‑level alignment mechanisms .