Gregory Hinckley
BIO-RAD LABORATORIESAbout Gregory K. Hinckley
Independent director since 2017; age 78; currently Bio‑Rad’s Lead Independent Director. Former President of Mentor Graphics (1999–2017), after serving as EVP, Chief Operating and Financial Officer (1997–1999); prior CFO roles at VLSI Technology (1992–1997), Crowley Maritime (1989–1991), and Bio‑Rad (1983–1989). Currently serves on Bio‑Rad’s Audit and Compensation Committees and is designated an Audit Committee financial expert; also a director of SI‑BONE (Compensation Committee) and on the Board of Portland State University .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mentor Graphics Corporation | President | 1999–2017 | Led a leader in electronic design automation software |
| Mentor Graphics Corporation | EVP, Chief Operating & Financial Officer | 1997–1999 | Senior operating and finance role |
| VLSI Technology, Inc. | Chief Financial Officer | 1992–1997 | Public integrated semiconductor device company |
| Crowley Maritime Corporation | Chief Financial Officer | 1989–1991 | CFO role |
| Bio‑Rad Laboratories, Inc. | Vice President & Chief Financial Officer | 1983–1989 | Historical management role at Bio‑Rad |
External Roles
| Organization | Role | Committees/Impact | Current/Prior |
|---|---|---|---|
| SI‑BONE, Inc. | Director | Compensation Committee member | Current |
| Portland State University | Board member | — | Current |
| Intermec, Inc. | Director | — | Prior |
| Super Micro | Director | — | Prior |
| Amkor Technology | Director | — | Prior |
Board Governance
| Attribute | Status/Detail |
|---|---|
| Independence | Independent under NYSE rules |
| Lead Independent Director | Yes; presides over independent director executive sessions; duties include agenda-setting for executive sessions, liaison with Chair/CEO, and potential consultation with major stockholders |
| Committee Memberships | Audit Committee member; Compensation Committee member |
| Audit Committee Financial Expert | Designated financial expert (with Edwards and Litherland) |
| Board Meeting Attendance | In 2024, Board held 10 meetings; no director attended fewer than 75% of Board and committee meetings |
| Committee Activity (2024) | Audit Committee met 9 times; Compensation Committee met 3 times; Legal & Regulatory Compliance Committee met 4 times |
| Controlled Company Context | Bio‑Rad is a “controlled company” under NYSE standards; no nominating committee (all directors participate in nominations) |
Fixed Compensation
| Component | Policy/Amount ($) | Hinckley 2024 Actual ($) |
|---|---|---|
| Board Member Retainer | 200,000 | — |
| Lead Independent Director Fee | 25,000 | — |
| Audit Committee Member | 10,000 | — |
| Compensation Committee Member | 3,000 | — |
| Fees Earned or Paid in Cash (Total) | — | 238,000 |
Policy effective October 1, 2023; no meeting fees; travel reimbursed; directors received no pension/defined contribution benefits for 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Pricing Basis | Vesting |
|---|---|---|---|---|---|
| RSU (Class A) | September 6, 2024 | 308 | 101,563 | Closing price $329.75 × 308 | Earlier of 1 year from grant or next annual meeting, subject to service |
- Annual director equity program: $100,000 RSUs per non‑employee director; number of RSUs based on 20‑day average closing price two weeks prior to grant; starting in 2025, annual grants occur automatically at the annual meeting; pro‑rata RSUs for directors appointed off‑cycle .
- No performance metrics are disclosed for director equity; awards are time‑based vesting as above .
Other Directorships & Interlocks
| Company | Relationship to BIO | Potential Interlock/Conflict |
|---|---|---|
| SI‑BONE, Inc. | Orthopedic device company; Hinckley on Comp Committee | No BIO‑specific related-party transaction disclosed |
| Portland State University | Academic institution | None noted |
| Intermec, Super Micro, Amkor Technology | Prior public boards | Historical roles; no current interlock disclosed |
Expertise & Qualifications
- Over 45 years of public company experience; deep financial and operational leadership, including CFO roles and EDA software industry expertise .
- Audit Committee financial expert designation; ability to read and understand fundamental financial statements .
- Lead Independent Director responsibilities enhance board process, independence, and investor engagement .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Gregory K. Hinckley (as of Feb 24, 2025) | 808 | 0.0% | — | 0.0% |
| Ownership Guideline | Requirement | Compliance Statement |
|---|---|---|
| Non‑employee Director Equity Ownership | Hold BIO common stock equal to at least $400,000; includes shares held personally/spouse and vested equity awards | All non‑employee directors are in compliance or on track within the five‑year window from Oct 24, 2024 or initial grant; permitted to sell up to 50% of current year’s vested RSUs prior to achieving target, subject to policy |
Insider Trades (Form 4)
- Section 16(a) Beneficial Ownership Reporting Compliance is addressed in the proxy; transaction‑level Form 4 details are not summarized in the proxy .
- Note: Attempted to fetch Form 4 transactions via insider‑trades skill for 2023–2025; access returned 401 Unauthorized. Recommend re‑running the query to confirm whether any open‑market purchases/sales or RSU grants/withholdings occurred in 2024–2025.
Governance Assessment
-
Strengths
- Independent director with significant operating and finance credentials; designated Audit Committee financial expert .
- Serves as Lead Independent Director, enhancing board oversight and independent director processes; presides over executive sessions .
- Active committee engagement: Audit and Compensation; committee activity robust in 2024 (Audit 9 meetings, Compensation 3) .
- Solid attendance disclosure (no director <75%); annual director equity aligned via ownership guidelines ($400,000 target) .
- Director compensation market‑aligned structure with balanced cash retainer and modest time‑based RSUs (2024 RSUs: 308, $101,563) .
-
Risks / RED FLAGS
- Controlled company: Schwartz family holds >50% voting power; absence of a nominating committee may reduce formal independence in director selection .
- Family ties on board/management (Allison Schwartz is a director and BIO VP; related-party employment disclosed), increasing perceived governance risk context, though not specific to Hinckley .
- Historical BIO officer role (CFO 1983–1989) is disclosed in Compensation Committee interlocks; while independence affirmed under NYSE rules, legacy ties can be perceived as a soft interlock .
-
Process Notes
- Director compensation policy changes are recommended by the Chairman following HR peer data review, then approved by the Board; employee directors receive no additional Board compensation .
Citations:
**[12208_0001308179-25-000235_bio013912-def14a.htm:2]** **[12208_0001308179-25-000235_bio013912-def14a.htm:5]** **[12208_0001308179-25-000235_bio013912-def14a.htm:6]** **[12208_0001308179-25-000235_bio013912-def14a.htm:7]** **[12208_0001308179-25-000235_bio013912-def14a.htm:8]** **[12208_0001308179-25-000235_bio013912-def14a.htm:9]** **[12208_0001308179-25-000235_bio013912-def14a.htm:10]** **[12208_0001308179-25-000235_bio013912-def14a.htm:11]** **[12208_0001308179-25-000235_bio013912-def14a.htm:13]** **[12208_0001308179-25-000235_bio013912-def14a.htm:14]** **[12208_0001308179-25-000235_bio013912-def14a.htm:15]** **[12208_0001308179-25-000235_bio013912-def14a.htm:16]** **[12208_0001308179-25-000235_bio013912-def14a.htm:23]**