Eva Engelhardt
BIO-RAD LABORATORIESAbout Eva Engelhardt
Eva Anette Engelhardt (age 55) is Executive Vice President and President, Clinical Diagnostics Group at Bio‑Rad, appointed in June 2024; she holds a combined M.S./B.S. in Chemical Engineering and Polymer Technology from the Royal Institute of Technology in Stockholm, Sweden . She previously led global R&D and business lines at Cepheid (Danaher), bioMérieux, and was CEO of AB BIODISK, bringing deep diagnostics operating and innovation credentials to Bio‑Rad . During her partial first year, company incentive metrics undershot targets: adjusted 2024 Sales reached $2,599.9M vs adjusted target $2,766.4 (94.0%), adjusted Operating Income $362.0M vs adjusted target $386.2 (93.7%), yielding a 27.5% NEO IBP payout; 2022/2024 adjusted EBITDA-margin PSUs missed threshold and were forfeited, and cumulative TSR index stood at 88.78 for 2024 context .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cepheid (Danaher) | SVP, Global R&D | Nov 2022 – May 2024 | Led global R&D for molecular diagnostics |
| Cepheid (Danaher) | SVP & GM, Emerging & Growth Opportunities | Mar 2022 – Nov 2022 | General management of new growth businesses |
| bioMérieux | SVP, New Technologies Franchise | 2019 – 2022 | Senior leadership across innovation franchises |
| bioMérieux | SVP, Microbiology Business Area | 2014 – 2019 | Led global microbiology diagnostics business area |
| AB BIODISK (private) | Chief Executive Officer | 2007 – 2010 | CEO of diagnostics company |
External Roles
No public company directorships or external board roles disclosed for Ms. Engelhardt in the executive officer biographies section .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annualized Base Salary | $525,000 (upon hire in 2024) |
| Base Salary Earned (FY2024) | $292,789 |
| Target Bonus % (IBP) | 70% of base salary |
| Target Bonus $ (pro‑rated in plan table) | $205,840 (target); $102,920 (threshold); $411,680 (max) |
| Actual Bonus Paid (IBP) | $56,573 (reflects 27.5% of target; paid 2025) |
| Sign‑on Bonus | $50,000 (paid in 2024 at commencement) |
Performance Compensation
Annual Cash Incentive (IBP) – Structure and Results
| Metric | Weight | 2024 Adjusted Target | 2024 Adjusted Actual | Achievement | IBP Payout vs Target |
|---|---|---|---|---|---|
| Corporate Sales | 60% | $2,766.4M | $2,599.9M | 94.0% | 27.5% of target for NEOs |
| Corporate Operating Income | 40% | $386.2M | $362.0M | 93.7% | 27.5% of target for NEOs |
Notes:
- IBP thresholds: ≥95% of Sales and/or ≥90% of OI must be met to fund; NEO IBP awards not adjusted by individual modifiers in 2024 .
- Targets/Actuals adjusted for FX and certain items; see footnotes in proxy .
Equity Awards (RSUs; no options granted to Engelhardt in 2024)
| Grant date | Instrument | Shares | Grant‑date fair value ($) | Vesting schedule | First vest date |
|---|---|---|---|---|---|
| Jul 25, 2024 | RSU (Class A) | 983 | 309,812 | 25% annually over 4 years, on grant anniversaries, service‑based | |
| Sep 6, 2024 | RSU (Class A) | 4,608 | 1,519,488 | 25% annually over 4 years, on grant anniversaries, service‑based |
- Outstanding at 12/31/2024: 5,591 unvested RSUs; market value $1,836,699 based on $328.51 Class A close .
- Company PSUs tied to adjusted EBITDA margin for 2022–2024 performance were forfeited (missed threshold); Engelhardt did not receive PSUs in 2024 .
Performance Plan Design
| Component | Metric(s) | Weighting | Comments |
|---|---|---|---|
| IBP (annual cash) | Sales; Operating Income | 60% Sales / 40% OI at corporate level for NEOs | Payouts up to 200% of target; thresholds 95% Sales, 90% OI; 2024 NEO payout = 27.5% |
| Long‑term equity | RSUs (service‑based) | n/a | 4‑year ratable vesting; 2024 grants approved Sep 6, 2024; priced at grant |
| Prior PSU design | Adjusted EBITDA margin | n/a | 2022 PSU target 25.8% adjusted EBITDA margin for 2024; threshold 24.8%; not met (forfeited) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (A & B) | 0 shares; 0.0% of either class as of Feb 24, 2025 (no shares acquirable within 60 days) |
| Unvested RSUs at 12/31/2024 | 5,591 RSUs (983 from 7/25/2024; 4,608 from 9/6/2024); market value $1,836,699 at $328.51 |
| Options | None granted to Engelhardt in 2024; no options listed outstanding for her at year‑end |
| Ownership guidelines | EVPs must hold shares equal to 2x salary within 5 years; count shares held, vested deferrals/options, and unvested RSUs; NEOs are in compliance or on track |
| Hedging/pledging | Hedging, short sales, and transactions in publicly traded options are prohibited; policy does not expressly mention pledging in the excerpt |
Vesting/Unlock cadence: 25% of the 7/25/2024 grant vests on 7/25/2025; 25% of the 9/6/2024 grant vests on 9/6/2025, with annual anniversaries thereafter, subject to service .
Employment Terms
| Term | Detail |
|---|---|
| Role/title | EVP and President, Clinical Diagnostics Group (appointed June 2024) |
| Employment agreement | None; Bio‑Rad states no employment agreements with NEOs generally (except offer letters for other NEOs) |
| Discretionary severance (no CIC) | Potential severance per company guidelines; estimated “without CIC” severance value shown as $525,000 (base salary) |
| Executive Change‑in‑Control Severance Plan | Double‑trigger: if terminated without cause, for death/disability, or for good reason within 2 years post‑CIC, eligible for cash severance (base+target bonus for 18 months), pro‑rated target bonus for year of termination, COBRA reimbursements up to 18 months, 100% vesting of equity, and outplacement (CEO excluded from some elements) |
| CIC estimated values (as of 12/31/2024) | Cash payments $1,544,590; COBRA $39,742; accelerated RSUs $1,836,699 |
| Equity plan CIC acceleration | 2017 Plan provides that all equity awards become fully exercisable and forfeiture restrictions lapse immediately prior to a CIC unless award agreement specifies otherwise (single‑trigger provision in plan) |
| Clawback | NYSE/Exchange Act Section 10D‑compliant clawback effective Oct 2, 2023 for Section 16 officers; 3‑year lookback upon restatement |
Compensation Structure Analysis
- New‑hire profile with front‑loaded RSUs and a modest sign‑on cash bonus ($50,000), aligning retention to 4‑year vesting; no stock options granted to Engelhardt in 2024 .
- Annual IBP metrics emphasize Sales and Operating Income with explicit thresholds; 2024 NEO payout at 27.5% indicates discipline against adjusted goals and downside realization in a below‑target year .
- Company‑wide shift away from PSUs after 2023 (which, along with 2022 PSUs, ultimately forfeited), with 2024 long‑term mix favoring RSUs and options for NEOs (Engelhardt received RSUs only), reducing performance‑risk but increasing retention linkage; PSU forfeitures underscore tougher adjusted EBITDA margin hurdles in 2024 .
Compensation Governance and Peer Context
- Compensation Committee: Independent directors Jeffrey L. Edwards and Gregory K. Hinckley; met three times in 2024; advisor Compensia, Inc.; peer set for benchmarking includes 21 life sciences/medtech firms (e.g., Agilent, Illumina, Waters, West Pharma) .
- Stock ownership guidelines for EVPs (2x salary over 5 years) and insider trading policy banning hedging/shorts/options support alignment and reduce governance risk; clawback policy in place since Oct 2023 .
- Say‑on‑pay: 96% support in 2023; shareholders chose triennial frequency (next in 2026) . 2017 Incentive Plan amendment approved by ~98% voting power in 2024 .
Investment Implications
- Alignment and retention: Engelhardt’s package is heavily RSU‑based with four‑year ratable vesting and executive ownership guidelines (2x salary), fostering retention and long‑term alignment; first significant vest dates occur in 2H 2025 (potential incremental selling liquidity windows subject to trading policies) .
- Pay‑for‑performance: 2024 IBP paid at 27.5% of target (corporate Sales 94% and OI 93.7% of adjusted targets), and both 2022/2024 PSU cycles forfeited, indicating compensation leverage remains appropriately sensitive to underperformance, particularly on adjusted EBITDA margin .
- Change‑of‑control economics: Double‑trigger CIC severance (18 months base+target bonus, COBRA, equity acceleration) provides standard market protection without tax gross‑ups disclosed; equity plan also includes single‑trigger acceleration language, potentially increasing deal‑related dilution/costs at CIC absent award‑level overrides .
- Trading/pledging risk: Hedging/shorts/options are prohibited under the insider policy, reducing misalignment risk; no pledging disclosure in the excerpt; beneficial ownership currently 0%, with alignment expected to increase as RSUs vest and guidelines phase‑in .