Rajat Mehta
BIO-RAD LABORATORIESAbout Rajat Mehta
Rajat Mehta is Executive Vice President, Global Commercial Operations at Bio-Rad Laboratories, effective August 4, 2025, succeeding retiring EVP Mike Crowley . He previously led large-scale commercial operations at Labcorp and held senior roles at Thermo Fisher Scientific and Dow Chemical; he holds an MBA from Wharton and a BS in Electrical Engineering from Kurukshetra University . As context for alignment and incentive design during his initial tenure, Bio-Rad generated ~$2.6B of revenue in 2024 , reported 2024 operating income of $269M and GAAP net loss of $(1.84)B in the pay-versus-performance table , and uses an annual IBP bonus framework centered on Corporate Sales and Operating Income .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Labcorp | Senior Vice President overseeing West Division commercial operations | Not disclosed | Led a large regional diagnostics division; deep commercial execution experience across diagnostics and life sciences |
| Thermo Fisher Scientific | Vice President & General Manager, Applied Technologies | Not disclosed | Managed a global business unit serving diverse markets; delivered above-market growth |
| Dow Chemical | Commercial roles of increasing responsibility | Not disclosed | Designed and executed commercial growth strategies |
External Roles
- No public company directorships or committee roles were disclosed in Bio-Rad filings reviewed for Mehta .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | Not disclosed in the July 28, 2025 Form 8-K announcing Mehta’s appointment; compensation terms were not included . |
| Target bonus % | Not disclosed for Mehta. As a contextual benchmark, the predecessor EVP, Global Commercial Operations (Michael Crowley) had a 70% IBP target in 2024 . |
| Actual bonus paid | Not disclosed for Mehta; he joined in August 2025 . |
Performance Compensation
| Plan element | Metric | Weighting | Target-setting/adjustments | 2024 company-level outcome context |
|---|---|---|---|---|
| Annual cash (IBP) | Corporate Sales | 60% | Targets can be adjusted for FX/extraordinary items with CEO approval ; thresholds: 95% of Sales target must be met for payout | 2024 Adjusted Corporate Sales result achieved 94.0% of target for NEOs’ IBP calculation |
| Annual cash (IBP) | Corporate Operating Income | 40% | Targets/results may be adjusted for FX, acquisition-related, legal and restructuring items with CEO approval | 2024 Adjusted Corporate OI result achieved 93.7% of target for NEOs’ IBP calculation |
| Payout mechanics | IBP payout vs target | — | Thresholds: 95% Sales and/or 90% OI to trigger payout; max 2x target; ±20% individual modifier not used for 2024 NEOs | 2024 NEOs earned 27.5% of target on the IBP |
| Equity LTI (2024 practice) | RSUs | — | 4-year, 25%/year vesting | — |
| Equity LTI (2024 practice) | Non-qualified stock options | — | Fair market strike; 10-year term; 4-year, 25%/year vesting | — |
| Performance shares | Adjusted EBITDA margin PSUs | — | 2022-2024 PSU cycle required 2024 adj. EBITDA margin ≥24.8% threshold; target 25.8% | 2022 and 2023 PSU awards forfeited for not meeting threshold |
Notes: Bio-Rad’s equity grants are approved by the Board after Compensation Committee review; awards are typically options/PSUs in H1 and RSUs in H2, granted in open windows . The exact 2025 award mix/size for Mehta was not disclosed as of the filings reviewed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership at start | Form 3 (filed Aug 14, 2025) reported no securities beneficially owned at appointment (0 shares) . |
| Ownership as % of outstanding | 0% based on Form 3 disclosure of no holdings . |
| Vested vs unvested | None reported on Form 3 (no non-derivative or derivative holdings listed) . |
| Options in-the-money value | None (no holdings) . |
| Hedging/pledging | Insider Trading Compliance Policy prohibits hedging transactions, short sales, and transactions in publicly traded options . The cited section does not explicitly address pledging; no pledging by Mehta is disclosed in filings reviewed . |
| Stock ownership guidelines | Executives at EVP level and above are subject to guidelines: CEO 5x salary; other executives 2x salary; 5 years to comply; credit for shares/vested deferred comp/vested options/unvested RSUs . Given initial holdings of zero, Mehta will need to accumulate shares over the compliance period . |
Employment Terms
- Start date and role: Appointed EVP, Global Commercial Operations, effective August 4, 2025; Crowley retired from the officer role on that date and assisted through September 2025 .
- Clawback: Bio-Rad adopted a Section 10D/NYSE-compliant clawback on Oct 2, 2023, applicable to current/former Section 16 officers; Mehta is a Section 16 officer (Form 3) .
- Change-in-control (CIC) economics (company plan): Executive Change in Control Severance Plan provides, upon a qualifying termination within two years after a CIC, (i) cash equal to 18 months of salary plus target bonus for certain executives (CEO excluded), (ii) prorated target bonus for the year of termination and any prior-year earned bonus unpaid, (iii) up to 18 months COBRA reimbursement for executives other than the CEO, (iv) 100% acceleration of all equity awards (performance awards per agreements), and (v) 12 months outplacement (CEO excluded) . Participation includes NEOs; coverage for Mehta (an EVP) was not explicitly disclosed and should be confirmed when the next proxy is filed .
- Equity plan CIC vesting: The 2017 Incentive Award Plan provides single-trigger vesting (awards fully exercisable; forfeiture restrictions lapse immediately prior to a CIC) unless an award agreement specifies otherwise; the CIC Severance Plan separately provides double-trigger treatment upon qualifying termination post-CIC .
- Non-CIC severance: Apart from specific offer letters, severance is discretionary for most executives; certain executives (e.g., CFO and COO) have 18 months’ salary upon termination without cause/good reason per offer letters; no Mehta-specific offer letter terms were disclosed in filings reviewed .
- Benefits: Executives receive the same health/401(k)/life insurance benefits as other employees; no executive-only perquisites are provided beyond broad-based plans . No nonqualified deferred compensation plan is maintained; no defined benefit pension .
Compensation Peer Group and Say-on-Pay Context
- Peer group used for benchmarking includes 21 life sciences/medtech companies (e.g., Agilent, Bruker, Hologic, Illumina, Qiagen, Waters, West Pharma, etc.) with ~$1–$5B revenues .
- Say-on-pay and plan approvals: In 2023, ~96% of voting power supported the compensation program; ~77% supported triennial say-on-pay frequency; in 2024, ~98% supported the amended 2017 Incentive Award Plan .
Investment Implications
- Alignment and retention set-up: Mehta starts with zero ownership (Form 3), but is subject to 2x salary ownership guideline over five years and a clawback policy as a Section 16 officer, which supports alignment while creating a multi-year accumulation runway . The company prohibits hedging and listed options transactions, reducing misalignment risk; explicit pledging restrictions were not stated in the cited policy section .
- Incentive levers that matter: Annual cash is tied 60% to Sales and 40% to Operating Income at the corporate level, with thresholds and adjustment mechanics; for 2024, the plan paid 27.5% of target for NEOs after adjustments—underscoring a pay-for-performance regime that is sensitive to growth and margin execution . The 2024 shift to RSUs + options (from PSUs) and forfeiture of prior PSU cycles signal a tilt back toward retention and line-of-sight equity when EBITDA margin targets are not met .
- Change-of-control protections: The combination of plan-level single-trigger equity vesting and a separate double-trigger CIC severance plan (cash + full equity acceleration post-qualifying termination) creates meaningful downside protection; confirm Mehta’s formal participation in the CIC plan when disclosed, as participation includes NEOs and often covers EVPs .
- Early trading signal read-through: As of his Form 3, Mehta reported no holdings and no derivative positions; we found no Form 4s in the filings reviewed, so near-term selling pressure from insider liquidity appears absent. Monitor upcoming equity grants and subsequent Form 4s for vesting-driven supply and alignment via open-market purchases or share retention .
Detailed Tables
Company context – pay versus performance and revenue
| Metric | FY 2024 |
|---|---|
| Revenue ($) | $2.6B |
| Operating Income ($) | $269,000,000 |
| Net Income ($) | $(1,844,200,000) |
| Shareholder Return – Value of $100 | 88.78 |
| Peer Group TSR – Value of $100 (S&P 500 Life Sciences Tools & Services) | 133.07 |
Annual incentive framework (company program)
| Component | Detail |
|---|---|
| Metrics and weights | Corporate Sales (60%), Corporate Operating Income (40%) |
| Thresholds and max | Payout requires ≥95% of Sales target and/or ≥90% of OI target; max 2x target; ±20% individual modifier (not used for NEOs in 2024) |
| Adjustments | FX, acquisition-related, legal, restructuring adjustments may be applied with CEO approval |
| 2024 outcome (context) | 27.5% of target paid for NEOs |
Long-term incentive structure (company practice)
| Instrument | Vesting | Term | Notes |
|---|---|---|---|
| RSUs | 25% per year over 4 years | — | Used in 2024; unvested RSUs count toward stock ownership guidelines |
| Non-qualified stock options | 25% per year over 4 years | 10 years | Strike = grant-date fair market value |
| PSUs (prior cycles) | 2022–2024 cycle tied to 2024 adj. EBITDA margin; threshold 24.8%, target 25.8% | 3-year performance period | 2022 and 2023 PSU awards forfeited for missing threshold |
Governance and policies relevant to alignment
| Policy | Key terms |
|---|---|
| Insider Trading Compliance Policy | Prohibits hedging, short sales, and transactions in publicly traded options |
| Executive stock ownership guidelines | EVP-level and above: 2x salary; CEO 5x salary; 5-year compliance window; includes held shares, vested deferred comp, vested options, and unvested RSUs |
| Clawback (Section 10D/NYSE) | Applies to current/former Section 16 officers for erroneously awarded incentive compensation after Oct 2, 2023 (3-year lookback) |
| CIC Equity treatment (2017 Plan) | Awards become fully exercisable and restrictions lapse immediately prior to a CIC unless award agreements specify otherwise |
| Executive CIC Severance Plan | On qualifying termination within 2 years post-CIC: cash (18 months for certain execs) based on salary+target bonus, prorated current-year target bonus + any unpaid prior-year earned bonus, COBRA reimbursements up to 18 months (non-CEO), 100% equity acceleration, 12 months outplacement (non-CEO) |
Investment Implications
- Early alignment risk is mitigated by stringent policy architecture (clawback; anti-hedging/short/option trading; ownership guidelines), but Mehta’s initial zero-share position means alignment will be built primarily through new grants and future accumulation over a five-year window .
- Variable pay design forces focus on top-line and operating leverage; the shift back to RSUs+options after PSU forfeitures suggests an emphasis on retention and sustained value creation amid margin volatility—important for a commercial leader tasked with execution in mixed end-markets .
- CIC structures are protective and could reduce retention risk through transitional periods, but confirm Mehta’s plan participation when disclosed; near-term insider selling pressure looks limited given no reported holdings or transactions to date in reviewed filings .