Jeffrey Edwards

About Jeffrey L. Edwards

Jeffrey L. Edwards (age 64) has served on Bio‑Rad’s Board since 2017. He retired from Allergan in 2015 after ~22 years, including serving as EVP, Finance & Business Development and CFO (2005–2014), and earlier senior finance roles; prior to Allergan he held senior credit and business development roles at Banque Paribas and Security Pacific National Bank. He is deemed independent under NYSE rules and is designated an audit committee financial expert; he brings >35 years of public company experience in finance, capital allocation, and business development .

Past Roles

External Roles

Board Governance

• Independence: Independent director under NYSE rules; Bio‑Rad is a “controlled company” (Schwartz family controls >50% voting power) with no nominating committee; all directors participate in nominations .
• Roles: Audit Committee member (financial expert), Compensation Committee Chair, Legal & Regulatory Compliance Committee member; Gregory K. Hinckley is Lead Independent Director and presides over executive sessions of independent directors per Corporate Governance Guidelines .
• Attendance: Board held 10 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended last annual meeting .

Additional governance notes:

• Audit Committee service limits: Audit members may not serve on audit committees of >2 other companies simultaneously unless the Board determines it won’t impair effectiveness; Edwards serves on two other audit committees (FibroGen Chair; Clearside member), within the stated limit .
• Compensation Committee interlocks: None disclosed; neither Edwards nor any committee member had relationships requiring Item 404 disclosure; Hinckley’s prior Bio‑Rad officer role ended in 1989 .

Fixed Compensation

2024 director cash compensation (policy effective Oct 1, 2023) and actuals:

Performance Compensation

Annual equity grants for directors (time‑based RSUs):

• Equity ownership guidelines (adopted Oct 24, 2024): Non‑employee directors must hold Bio‑Rad common stock equal to at least $400,000; directors have five years from later of adoption or initial grant to comply; all non‑employee directors are in compliance or on track within the applicable time limit .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership: Former Allergan CFO; deep capital allocation and business development experience .
• Audit expertise: Designated as audit committee financial expert; able to read and understand fundamental financial statements .
• Public company breadth: >35 years of public company experience .
• Committee leadership: Chairs Bio‑Rad’s Compensation Committee; participates in compliance oversight (anti‑corruption, cybersecurity) via Legal & Regulatory Compliance Committee .

Equity Ownership

Beneficial ownership as of Feb 24, 2025:

• Section 16(a) compliance: The company reports all required insider filings were made in 2024 except specified late filings by certain insiders; no delinquent filings attributed to Edwards .
• Ownership guidelines: Minimum $400,000 director stock ownership requirement; directors in compliance or on track within five years .

Governance Assessment

• Strengths

  • Independent director with robust finance credentials and audit expertise; active across key oversight committees (audit, compensation, compliance) .
  • Clean interlock profile (no Item 404 relationships; no compensation committee interlocks) .
  • Solid engagement: Board met 10 times in 2024 and committees were active; no director fell below the 75% attendance threshold; Edwards co‑authored the Compensation Committee report .
  • Clear, time‑based equity vesting tied to service and newly adopted $400,000 ownership guideline improves alignment .

• Risk indicators and potential red flags

  • Controlled company governance: No nominating committee; family control may reduce minority shareholder influence over director selection and compensation oversight; Edwards’s effectiveness relies on strong independent director processes and Lead Independent Director safeguards .
  • Multi‑audit committee service: Edwards serves on two external audit committees plus Bio‑Rad’s; within policy limits, but workload should be monitored given Audit Committee met nine times in 2024 .
  • Pay mix: 2024 director comp shows majority cash ($225k) versus equity ($101.6k); while standard, lower equity proportion may modestly dampen long‑term alignment unless guidelines drive further accumulation .

• Shareholder sentiment context

  • Say‑on‑pay (executive) support was high (96% in 2023); 2024 vote strongly approved the amended 2017 Incentive Award Plan (98%); triennial say‑on‑pay frequency adopted (77%) .
  • 2025 stockholder proposal sought approval thresholds for severance (“golden parachutes”); Board opposed, citing Compensation Committee independence and market competitiveness .

Overall, Edwards presents as a technically strong, independent finance leader with active committee roles that are material to investor oversight. The controlled company structure is the primary governance risk; however, committee independence, attendance, and ownership guidelines mitigate some concerns .