Norman Schwartz

About Norman Schwartz

Norman Schwartz, age 75, has served as CEO of Bio-Rad Laboratories since 2003 and Chairman since 2012; he has been a director since 1995 and previously served as President (2003–2024), Vice President (1989–2002), and Group Manager roles in Clinical Diagnostics (1993–1997) and Life Science (1997–2002) . Pay-versus-performance disclosure shows the value of a $100 shareholder investment at $88.78 in 2024 (down from $204.19 in 2021), net income volatility (2024: $(1.84)B), and operating income of $269M in 2024; the company selected operating income and sales as the most important performance measures linking pay and performance . In 2024, the company’s Incentive Bonus Plan (IBP) metrics (Corporate Sales 60%, Corporate Operating Income 40%) were achieved at ~94% and ~93.7% of adjusted targets, respectively, with CEO cash bonus paid of $364,003 .

Past Roles

External Roles

• No external public company directorships or committee roles are disclosed in the director biography for Mr. Schwartz; employee directors receive no additional compensation for Board service .

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Notes:

• Base salary increased 2.5% effective April 1, 2024; Mr. Schwartz’s annual base was $1,066,000 as of that date . All Other Compensation for 2024 includes $17,250 in 401(k) profit-sharing plan contributions (no pension or nonqualified deferred compensation plans) .

Performance Compensation

IBP design and outcomes (FY2024):

Plan mechanics and 2024 CEO targets:

2024 grants (CEO-specific):

Option exercises and stock vested (2024):

Equity Ownership & Alignment

Beneficial ownership and voting power (as of Feb 24, 2025):

• Family and control context: The Schwartz family is general partner in Blue Raven Partners, L.P., controlling Class B stock; Bio-Rad is a “controlled company” under NYSE rules .
• Hedging/short sales/options prohibited by policy; clawback policy effective Oct 2, 2023; CEO stock ownership guideline = 5x salary; executives are compliant or on track within allowed time .
• Director equity ownership guidelines (non-employee directors) target $400,000 over five years (employee directors like the CEO do not receive board fees) .
• Pledging: the insider policy disclosures do not reference pledging; no pledging by Mr. Schwartz is mentioned in the proxy .

Outstanding equity awards (CEO) at 12/31/2024 (selected excerpt):

Note: Market values based on Class A close of $328.51 on 12/31/2024. PSUs granted in 2022 were later forfeited in February 2025 for missing the threshold adjusted EBITDA margin goal .

Employment Terms

• No employment agreement: Bio-Rad discloses no individual employment agreements for NEOs; perquisites are broadly aligned with employees (401(k), health, term life insurance), with no special executive-only perquisites .
• Executive Change in Control (CIC) Severance Plan (adopted Feb 2022): For qualifying terminations within two years post-CIC, NEOs receive cash severance, pro-rated/current year target bonus, COBRA reimbursement, equity acceleration, and outplacement; however, Mr. Schwartz does not receive the cash severance multiple/COBRA/outplacement benefits under the plan .
• Equity acceleration: Under the 2017 Incentive Award Plan, all equity awards become fully exercisable and forfeiture restrictions lapse immediately prior to a CIC, unless an award agreement states otherwise; 2022 PSUs (now forfeited) would have accelerated at greater of actual or target upon CIC .

Potential payments (as of 12/31/2024):

Conditions include release of claims, resignation from positions, and ongoing confidentiality and non-solicitation compliance; golden parachute payments are subject to a better-net (cutback) provision relative to excise tax exposure .

Board Governance

• Structure and dual-role: The Board does not mandate separation of Chair/CEO; it determined combined roles under Mr. Schwartz are in the best interests of stockholders at this time. A Lead Independent Director (currently Gregory K. Hinckley) has defined responsibilities to enhance oversight and independent director effectiveness .
• Controlled company: The Schwartz family controls >50% of voting power via Class B; Bio-Rad qualifies as a “controlled company” under NYSE rules. Board committees are Audit, Compensation, and Legal & Regulatory Compliance (no nominating committee), each chaired by and comprised of independent directors as disclosed; employee directors receive no board fees .

Committee roster (current):

• Audit: Jeffrey L. Edwards, Gregory K. Hinckley, Melinda Litherland; all qualify as audit committee financial experts .
• Compensation: Jeffrey L. Edwards (Chair), Gregory K. Hinckley .
• Legal & Regulatory Compliance: Melinda Litherland, Arnold A. Pinkston (Chair) .

Say-on-Pay & Shareholder Feedback

• 2023 advisory say-on-pay: ~96% support; say-on-frequency triennial favored by ~77% .
• 2024: ~98% support for amended 2017 Incentive Award Plan .
• 2025 stockholder proposal seeking shareholder approval for “excessive golden parachutes” (>2.99x salary + target bonus) received a Board recommendation “AGAINST” (Board cites existing oversight and prior strong pay votes) .

Compensation Structure Analysis

• Mix and leverage: CEO’s 2024 total comp of $8.29M skewed to equity (RSUs $4.56M; options $2.28M) with a modest cash bonus ($0.36M) reflecting sub-target IBP results; 2023 paid no cash bonus, reinforcing performance sensitivity .
• Metric design: IBP weighted to Sales (60%) and Operating Income (40%); management has discretion to adjust goals/results for FX, acquisition, legal, and restructuring impacts, which were applied in 2024 .
• Equity program trends: Since 2020, RSUs vest over 4 years and options vest over 4 years with 10-year terms; 2022 PSUs were forfeited for missing threshold EBITDA margin in 2024, signaling rigorous performance calibration (and no PSU payout) .
• Governance mitigants: Clawback policy (effective 10/2/2023) and hedging/shorting/options trading prohibitions enhance alignment; CEO ownership guideline at 5x salary .

Risk Indicators & Red Flags

• Controlled company with combined Chair/CEO raises typical independence concerns, mitigated in part by a Lead Independent Director and independent Audit/Compensation committees .
• Discretionary adjustments to IBP targets/results (FX and certain items) warrant monitoring for goal rigor; however, 2023 bonus was zero and 2024 bonus was below target, indicating outcome discipline .
• No pledging policy disclosure; no pledging by Mr. Schwartz is mentioned in the proxy .

Equity Ownership & Alignment (Detailed Table)

Employment Terms (Additional Detail)

Investment Implications

• Alignment and retention: Very high insider ownership and voting control (60.8% voting power) coupled with significant unvested RSUs/options create strong long-term alignment and reduce near-term retention risk; RSU/option vesting over four years can create periodic tax-related share withholding but does not evidence selling pressure by itself .
• Pay for performance: The zero bonus in 2023 and below-target 2024 payout indicate downside sensitivity; forfeiture of 2022 PSUs for missing EBITDA margin threshold underscores performance rigor, which is favorable for pay-governance sentiment .
• Governance watchpoints: Controlled company status and combined Chair/CEO structure merit continued monitoring of board independence and shareholder rights; the Lead Independent Director structure and strong prior say-on-pay outcomes partially mitigate risk .
• Change-in-control economics: CEO’s primary CIC value is equity acceleration ($9.29M RSUs; $0.91M PSUs as of 12/31/2024), with no cash multiple benefit under the plan—limiting parachute optics relative to peers but preserving equity value protection .
• Trading signals: Upcoming RSU/option vesting tranches from 2024 grants (25% annually) and sizable outstanding RSUs may add episodic float through net share settlements; monitor Form 4s around vesting dates for patterns, though 2024 shows no CEO option exercises and $3.53M value realized on RSU vesting .