Melinda Litherland
BIO-RAD LABORATORIESAbout Melinda Litherland
Independent director of Bio-Rad Laboratories (BIO) since 2017; age 67. Retired Partner at Deloitte & Touche LLP (1981–2015), certified public accountant with 34 years serving life science and technology clients in audit and consulting. Current Audit Committee chair at Rapid Micro Biosystems, Inc.; member of AICPA; previously 12-year director at Ronald McDonald House Charities Bay Area, serving on the Finance Committee. Serves on Bio-Rad’s Audit Committee (Chair) and Legal & Regulatory Compliance Committee; classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner (Audit/Consulting) | 1981–2015 (34 years) | Led engagements for life science and technology clients; CPA credentials underpin audit committee financial expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rapid Micro Biosystems, Inc. | Director; Audit Committee Chair | Not disclosed (current) | Oversees financial reporting and audit matters as chair |
| American Institute of CPAs (AICPA) | Member | Not disclosed | Professional standards alignment |
| Ronald McDonald House Charities Bay Area | Director | 12 years (prior) | Finance Committee member |
Board Governance
- Independence: Determined “independent” under NYSE Section 303A.02; Bio-Rad is a controlled company (Schwartz family majority voting power) .
- Committee assignments: Audit (Chair); Legal & Regulatory Compliance (Member). Audit Committee members (including Litherland) are all financial experts; Audit met 9 times in 2024; Legal & Regulatory Compliance met 4 times .
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of board/committee meetings .
- Board leadership: CEO also serves as Chairman; Lead Independent Director (Gregory K. Hinckley) coordinates executive sessions of independent directors .
- Ownership/Trading policies: Director equity ownership guideline of $400,000; five years to comply; all non-employee directors compliant or on track. Insider Trading Compliance Policy prohibits hedging, short sales, and transactions in publicly traded options .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Member cash retainer | $200,000 | Policy effective Oct 1, 2023 |
| Audit Committee Chair fee | $25,000 | |
| Legal & Regulatory Compliance Committee Member fee | $5,000 | |
| Total Cash Fees (2024 actual) | $230,000 | Fees earned/pd in cash as disclosed |
Director 2024 compensation (cash and equity):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Melinda Litherland | 230,000 | 101,563 | 331,563 |
Performance Compensation
Bio-Rad does not tie non-employee director pay to operating or TSR performance; equity awards are service-vested RSUs.
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting | Pricing Basis |
|---|---|---|---|---|---|
| RSUs (Class A) | Sep 6, 2024 | 308 | 101,563 (308 × $329.75) | Vests on earlier of 1-year or next annual meeting, subject to continued service | 20-trading-day avg price for award sizing; grant-date close $329.75 |
Performance metric table (director equity): None disclosed; director RSUs are time-based (no revenue/EBITDA/TSR metrics) .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Rapid Micro Biosystems, Inc. | Life sciences technology | Director | Audit Committee Chair | No related-party transactions disclosed with Bio-Rad; no conflicts noted in proxy |
Expertise & Qualifications
- Financial reporting and audit leadership: CPA; 34 years Deloitte; audit committee financial expert designation by Board .
- Life sciences/technology domain experience: Extensive sector exposure from Deloitte practice and current external directorship .
- Governance/Compliance: Service on Legal & Regulatory Compliance Committee (includes oversight of FCPA, anti-kickback, cybersecurity risk) .
Equity Ownership
| Security | Beneficial Ownership (#) | % of Class | Voting Power % | Notes |
|---|---|---|---|---|
| Class A Common Stock | 308 | 0.0% | 0.0% | Includes right to acquire within 60 days under RSU agreements (Feb 24, 2025 record date) |
| Class B Common Stock | — | 0.0% | 0.0% | None disclosed |
Ownership alignment
- Director Equity Ownership Guideline: $400,000; five-year compliance window; all non-employee directors compliant or on track .
- Hedging/Pledging: Hedging and short sales prohibited; options transactions prohibited by policy; no pledging disclosed for Litherland .
Governance Assessment
Strengths
- Independent status; Audit Committee Chair and designated audit committee financial expert—strong oversight of financial reporting and controls .
- Engagement: Audit (9 meetings) and Legal & Regulatory Compliance (4 meetings) participation; Board attendance threshold met; signals active oversight .
- Ownership alignment: Annual RSU grants; $400k ownership guideline; trading restrictions reduce misalignment risk .
Concerns/RED FLAGS
- Controlled company structure; no standing nominating committee; potential concentration of influence (family relationships on board) .
- Combined CEO/Chair roles may dilute independent oversight, mitigated partially by Lead Independent Director role .
- Director compensation process led by Chairman with HR input; while peer-informed, absence of independent nominating committee reduces formal independence in board refreshment .
Signals affecting investor confidence
- Clear disclosure of director fee structure and time-based equity vesting; no meeting fees; straightforward pay mix (cash + RSUs) .
- Robust compliance oversight (cybersecurity, anti-corruption) via Legal & Regulatory Compliance Committee; Litherland’s participation strengthens governance posture .
- No related-party transactions disclosed for Litherland; director beneficial ownership modest, but aligned by guideline trajectory .