Jonathan DiVincenzo
BIO-RAD LABORATORIESAbout Jonathan DiVincenzo
Jonathan P. DiVincenzo, age 59, became President and Chief Operating Officer of Bio‑Rad Laboratories on September 9, 2024, bringing 30+ years of life science and diagnostics leadership experience; he holds a B.S. in Mechanical Engineering from Northeastern University . He previously led global central laboratories and international operations at Labcorp and held senior roles at PerkinElmer, Enzymatics, and EMD Millipore . Bio‑Rad’s annual cash incentive plan (IBP) is tied to sales and operating income (thresholds: 95% of sales goals and 90% of operating income goals), and the company’s 2024 IBP paid at 27.5% of target; legacy PSUs tied to 2024 adjusted EBITDA margin were forfeited when threshold was not met (threshold 24.8%; target 25.8%) . Governance context: say‑on‑pay received ~96% support in 2023 and the amended 2017 Incentive Award Plan received ~98% approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bio‑Rad Laboratories | President & Chief Operating Officer | Sep 2024–present | Principal operating officer overseeing life science and diagnostics operations . |
| Labcorp Holdings Inc. | EVP & President, Central Laboratories & International | May 2023–Aug 2024 | Led global central labs and international businesses . |
| Labcorp | President, Clinical Trials Testing Solutions | Oct 2019–May 2023 | Led clinical trials testing solutions business . |
| Covance (Labcorp) | SVP & GM | Aug 2017–Oct 2019 | General management across Covance units . |
| PerkinElmer | President, Environmental Health Division | 2013–2016 | Division leadership across diagnostics, environmental, and industrial testing . |
| Enzymatics (private) | Chief Executive Officer | 2012–2013 | CEO of molecular biology reagents company . |
| EMD Millipore (Merck KGaA) | Senior roles (Biosciences, Lab Water) | Prior to 2012 | Senior commercial/operational roles in biosciences and lab water . |
External Roles
No public company directorships or external board roles disclosed in the cited filings .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base salary ($/yr) | $665,000 |
| Target bonus (% of eligible earnings) | 100% |
| Actual non‑equity incentive (IBP) ($) | $56,928 (paid Q1’25) |
| Sign‑on bonus ($) | $1,300,000; paid Feb 7, 2025 |
| Relocation reimbursements ($) | $298,149 total, including $148,149 U.S. tax gross‑up |
| Profit‑sharing plan contributions | Not eligible by YE 2024 (6‑month waiting period not met) |
Performance Compensation
Annual Incentive (IBP) Design and 2024 Outcome
| Metric/Feature | FY 2024 |
|---|---|
| Performance metrics | Sales and Operating Income |
| Thresholds to fund | 95% of sales goals; 90% of operating income goals |
| Target bonus opportunity | 100% of eligible earnings (for DiVincenzo) |
| Individual adjustment component | Up to ±20% (none applied in 2024) |
| Company payout vs. target | 27.5% of target for 2024 (paid Q1’25) |
Equity Awards Granted in 2024 (Time‑Based)
| Award type | Grant date | Shares/Options | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| RSUs (new hire) | Oct 24, 2024 | 7,478 | $2,453,382 | 25% per year on each anniversary of grant (anticipated vest dates: 10/24/2025, 10/24/2026, 10/24/2027, 10/24/2028), subject to continued service . |
| Stock options | — | — | — | No option grant to DiVincenzo in 2024 . |
Long‑Term Incentive Program (forward‑looking structure)
| Element | 2025 LTI Program (from offer letter) |
|---|---|
| Target grant value | $2.5 million (effective with FY 2025) |
| Mix | 75% RSUs; 25% stock options |
| Stock option terms (program) | 10‑year term; FMV exercise price; 25% vesting per year over 4 years (company standard) . |
Legacy PSU Program Context (Company‑wide)
| PSU cycle | Metric | Target/Threshold | Outcome |
|---|---|---|---|
| 2022 PSU (3‑yr performance period ending 12/31/2024) | Adjusted EBITDA margin | Target 25.8% (threshold 24.8%) | Threshold not met; PSUs forfeited . |
| 2023 PSU (1‑yr performance period) | Adjusted EBITDA margin | — | Forfeited; threshold goal not attained . |
Equity Ownership & Alignment
| Item | Status/Value |
|---|---|
| Beneficial ownership (as of Feb 24, 2025) | Class A: 0 shares (0.0%); Class B: 0 shares (0.0%); Voting power: 0.0% . |
| Outstanding equity at 12/31/2024 | 7,478 unvested RSUs; market value $2,456,598 . |
| Options (exercisable/unexercisable) | None for DiVincenzo at 12/31/2024 . |
| Vesting schedule (new‑hire RSUs) | 25% annually on grant anniversaries starting 10/24/2025, over 4 years . |
| Stock ownership guidelines (executives) | 2x salary for EVP+; 5 years to comply; counts include shares held, vested deferred comp, vested options, and unvested restricted stock/RSUs; all NEOs in compliance or on track . |
| Hedging/short sales/options policy | Prohibits hedging, short sales, and transactions in publicly traded options by insiders . |
| Clawback policy | Effective Oct 2, 2023; recoup incentive‑based comp erroneously received within 3 fiscal years preceding a required restatement, subject to NYSE rules . |
| Pledging | No pledging disclosure found in cited filings . |
Employment Terms
Offer Letter Economics
| Term | Detail |
|---|---|
| Position/start date | President & COO; effective Sep 9, 2024 . |
| Base salary | $665,000 . |
| Target annual bonus | 100% of eligible earnings in 2024 (IBP) . |
| Sign‑on bonus | $1,300,000; paid by Feb 15, 2025 (paid Feb 7, 2025) . |
| New‑hire equity | RSUs valued at $2.5 million within 60 days of hire . |
| 2025 LTI eligibility | Target $2.5 million (75% RSUs/25% options) . |
| Relocation/commuting | Up to $150,000 relocation credit and up to 6 months commuting costs; relocate near HQ within 6 months . |
| Repayment obligations | If within 24 months he resigns without Good Reason or is terminated for Cause, repay sign‑on and relocation costs . |
| Severance (without CIC) | Lump sum equal to 18 months of then‑current annual base salary upon termination without Cause or resignation for Good Reason (release required) . |
| Definitions | “Cause” and “Good Reason” defined in offer letter (notice/cure provisions apply) . |
Change‑in‑Control (CIC) Plan (adopted Feb 2022)
| Benefit (upon qualifying termination within 2 years after a CIC) | Detail |
|---|---|
| Cash severance | 18 months “applicable severance period” times (weekly rate of base salary + target bonus/52); plus prorated target bonus for year of termination and any unpaid prior year bonus . |
| COBRA | Up to 18 months of COBRA/Cal‑COBRA premium reimbursement . |
| Equity acceleration | 100% vesting acceleration of all outstanding equity awards (PSUs per award agreement) . |
| Outplacement | Company‑paid outplacement services for 12 months . |
| 280G cutback | Payments reduced if reduction yields better net‑tax result for executive . |
Potential Payments (as of 12/31/2024)
| Category | Estimated value ($) |
|---|---|
| RSU acceleration value at CIC | 2,456,598 . |
| CIC cash payments | 2,205,131 . |
| CIC COBRA | 39,742 . |
| Severance without CIC | 997,500 . |
Say‑on‑Pay and Shareholder Feedback
| Item | Outcome |
|---|---|
| 2023 say‑on‑pay approval | ~96% of voting power present and entitled to vote . |
| 2023 vote on say‑on‑pay frequency | ~77% favored every three years . |
| 2024 amended 2017 Incentive Award Plan approval | ~98% approval . |
Compensation Structure Analysis
- Mix shift and risk profile: Company moved away from PSUs after threshold misses in 2023 and 2024 to time‑based RSUs and options in 2024; DiVincenzo’s 2025 LTI is targeted 75% RSUs/25% options, lowering performance‑contingent risk and increasing retention‑oriented value .
- Cash vs. equity and discretionary pay: 2024 IBP outcome paid at 27.5% of target; no discretionary top‑ups; DiVincenzo received a $1.3M sign‑on (to replace forfeited awards) and significant relocation support (with tax gross‑up), signaling a retention‑focused package .
- Governance safeguards: Robust anti‑hedging policy, ownership guidelines (2x salary within 5 years, counting unvested RSUs), and a Dodd‑Frank compliant clawback effective Oct 2, 2023, are in place .
Investment Implications
- Selling pressure/vesting calendar: 25% of 7,478 RSUs vest on each anniversary of Oct 24 through 2028; expect potential liquidity events around 10/24 annually, subject to trading windows and personal diversification needs .
- Alignment and skin‑in‑the‑game: Beneficial ownership was 0 shares as of Feb 24, 2025; however, unvested RSUs count toward ownership guidelines, and the company states NEOs are in compliance or on track within the five‑year window .
- Retention risk mitigants: 24‑month clawback of sign‑on/relocation if departure is without Good Reason or for Cause, plus 18‑month base‑salary severance on a qualified separation; enhanced CIC protections (cash, COBRA, 100% equity acceleration, outplacement) reduce flight risk during strategic change .
- Pay‑for‑performance: 2024 IBP funded at 27.5% and legacy PSUs for 2024 performance were forfeited, indicating disciplined linkage to sales/operating income and adjusted EBITDA margin performance; shift to time‑based equity may dampen future upside/downside convexity relative to PSUs .
- Governance backdrop: High say‑on‑pay support and broad shareholder approval of the equity plan, but Bio‑Rad is a controlled company, concentrating voting power and reducing shareholder influence relative to typical S&P 500 governance norms .