Courtney Enloe

About Courtney Enloe

Courtney C. Enloe is Executive Vice President, General Counsel and Secretary of Bio‑Rad Laboratories, appointed in April 2024; she is 53 years old and holds a JD from Washington & Lee University School of Law and a BA (magna cum laude) from Samford University . Her background includes senior legal leadership at 3M (SVP & Deputy General Counsel; interim Global Head of Government Affairs; Chief Litigation Counsel), McKesson (Chief Counsel; Lead Counsel – Litigation), Georgia‑Pacific, and EarthLink, following a judicial clerkship and roles at Alston & Bird and Holland & Knight . For context on the operating environment during and preceding her tenure, Bio‑Rad revenues declined from FY22–FY24 with lower operating income and negative GAAP net income, and cumulative TSR fell over 2022–2024 (see Company Performance table) .

Past Roles

Fixed Compensation

• Individual base salary, target bonus %, and actual bonus for Ms. Enloe are not disclosed in the 2025 proxy; Bio‑Rad’s NEO list for 2024 does not include her (NEOs were CEO Schwartz, CFO Lakkaraju, President/COO DiVincenzo, EVP Crowley, EVP Engelhardt) .
• Company framework: executives are paid base salary plus a cash Incentive Bonus Plan (IBP) and long‑term equity (RSUs and stock options); in 2024 NEO merit increases of 2.5% were effective April 1 (base salaries for the named individuals are listed, not including Ms. Enloe) .

Performance Compensation

• Annual cash bonus (IBP): Company‑wide plan with 2024 metrics and weights: Corporate Sales (60%) and Corporate Operating Income (40%); 2024 NEO payout was 27.5% of target (paid in Q1 2025) .
• Long‑term equity: Board approved 2024 option grants (grant date March 8, 2024) and 2024 RSU grants (grant date September 6, 2024) for NEOs; RSUs granted in 2020+ vest 25% annually over four years; options have 10‑year terms with exercise price equal to grant‑date close .

Detailed 2024 IBP metrics

Equity vesting and instruments

• RSUs vest 25% per year over four years (grants 2020+) .
• Options: 10‑year term; grant‑date exercise price equals closing price .
• PSUs: 2022 PSU grants were forfeited (threshold adjusted EBITDA margin for 2024 not attained) .

Equity Ownership & Alignment

• Stock ownership guidelines (adopted June 2022) for senior executives at EVP level and above (including NEOs): CEO 5x salary; other executives 2x salary; five years to meet; counts shares held, vested deferred compensation, vested options, and unvested RSUs .
• Insider Trading Compliance Policy prohibits hedging, short sales, and trading in publicly traded options .
• Clawback policy (effective Oct 2, 2023) compliant with NYSE/Exchange Act Section 10D; requires recovery of erroneously awarded incentive‑based compensation for current/former Section 16 officers in the three fiscal years preceding a restatement determination .
• Beneficial ownership table lists directors and certain executives; Ms. Enloe is not individually listed among beneficial owners; table includes other officers and “all directors and executive officers as a group” as of Feb 24, 2025 .

Insider filings indicator

• Section 16(a) compliance note: a Form 4 due April 26, 2024 was filed April 29, 2024 for each of Ms. Enloe and Mr. Lakkaraju, reporting an RSU grant; one‑time administrative delay disclosed .

Employment Terms

• Appointment: Executive Vice President, General Counsel & Secretary in April 2024 .
• Equity acceleration (plan‑level): Under the 2017 Incentive Award Plan, upon a “change in control,” equity awards become fully exercisable and forfeiture restrictions lapse immediately prior to the change in control unless an award agreement provides otherwise .
• Executive Change in Control Severance Plan (adopted Feb 2022): applies to participants including each NEO; for a qualifying termination within two years post‑CIC, benefits include cash severance (salary+target bonus multiplied by applicable severance period for named participants), prorated/currently‑earned bonus, COBRA premium reimbursement (for named participants), 100% equity vesting acceleration (PSUs per award terms), and outplacement; subject to release, resignation from positions, and non‑solicit compliance; with best‑net cutback for 280G excise tax .
• Note: The proxy identifies specific severance periods for certain NEOs (e.g., 18 months for Lakkaraju, DiVincenzo, Crowley, Engelhardt); Ms. Enloe’s individual severance terms are not disclosed .

Company Performance (context)

*Values retrieved from S&P Global.

Total Shareholder Return (cumulative “$100 initial investment”)

Other governance and shareholder context

• Controlled company under NYSE rules due to Schwartz family voting control via Class B shares .
• Stockholder proposal (2025) sought approval for severance packages exceeding 2.99x salary+target bonus; Board recommended against; prior say‑on‑pay approval ~96% in 2023 and 2017 Plan amendment ~98% in 2024 .

Investment Implications

• Pay‑for‑performance alignment: Executive pay structure leans on at‑risk IBP and long‑term equity; 2024 corporate underperformance vs targets yielded a 27.5% payout, indicating discipline in cash incentives . RSU/option mix with four‑year RSU vesting and 10‑year options aligns retention and long‑term value creation, though recent PSU forfeiture underscores stricter performance hurdles .
• Ownership alignment and risk controls: EVP‑level stock ownership guidelines (2x salary), clawback in place, and hedging/short‑sale bans support alignment and limit adverse trading behaviors .
• Retention and potential selling pressure: Standard RSU vesting (annual 25% tranches) can create periodic liquidity events; monitor Form 4s around vest dates and any 10b5‑1 adoptions; one disclosed late filing in 2024 was administrative and promptly reported .
• Change‑of‑control economics: Plan‑level equity acceleration at CIC and NEO CIC severance framework could be value‑relevant in strategic scenarios; Ms. Enloe’s individual CIC/severance coverage is not specified in the proxy, so incremental liabilities are uncertain .
• Governance overlay: Controlled company status, strong say‑on‑pay support, and opposition to broad shareholder approval of “excessive parachutes” frame the pay/governance environment; investors should monitor future proxy disclosures for any expansion of severance eligibility to non‑NEOs .

Not disclosed for Ms. Enloe: base salary, target/actual bonus, specific equity grant details (shares/fair value), individual ownership totals, or individual severance/CIC terms (beyond plan‑level policies). These items were provided for NEOs but not for Ms. Enloe in the 2025 proxy .