Sedat Evran

About Sedat Evran

Executive Vice President, Global Supply Chain at Bio‑Rad Laboratories (appointed September 2023); age 53 as of the 2025 proxy statement. Prior experience spans senior global operations and supply chain leadership at Danaher (2019–2023), PerkinElmer (2015–2019), Hill‑Rom (2011–2015), and GE Healthcare/GE Medical Systems (2001–2011), indicating deep execution experience in diagnostics and life science tools supply chains . Company incentive design relevant to his role ties annual cash bonuses to Corporate Sales (60%) and Corporate Operating Income (40%); for 2024, corporate performance reached 94.0% of adjusted Sales target and 93.7% of adjusted OI target, with NEO bonuses paying at 27.5% of target, underscoring pay-for-performance calibration during a softer year . Company-level performance context: 2024 Operating Income was $269M and shareholder return (value of $100) ended 2024 at 88.78 versus peer index 133.07; 2023–2022 show volatility tied to portfolio/market dynamics, framing execution conditions during his tenure window .

Past Roles

External Roles

• Not disclosed in the company’s 2024 and 2025 proxy statements .

Fixed Compensation

• For 2024, Bio‑Rad discloses fixed/variable design and base salary setting process but did not include Sedat Evran as a Named Executive Officer (NEO); his individual base salary and cash compensation are not itemized in the Summary Compensation Table (which covers the CEO, CFO, COO, and other NEOs) .
• Executive compensation objectives prioritize competitiveness, risk management, and pay-for-performance; salaries adjusted via merit and market factors, with 2.5% merit increases in 2024 for executives employed at the start of the year (examples provided for covered NEOs) .

Performance Compensation

• Company-wide annual cash bonus (IBP) applies to executives and employees; 2024 corporate metrics and weights: Corporate Sales 60%, Corporate Operating Income 40% .
• Thresholds: 95% of Sales goal and 90% of OI goal must be met; NEO payout level for 2024 was 27.5% of target; the individual modifier (±20%) was not used for NEOs in 2024 .

Company IBP metrics – FY2024

Equity incentives and vesting design

• 2024 awards for NEOs: RSUs and stock options; RSUs vest 25% annually over four years; options have a 10‑year term and vest 25% annually over four years; exercise price equals fair market value on grant date .
• Earlier PSU programs: 2023 PSUs were forfeited (threshold not met); 2022 PSUs had a 3‑year period with 2024 adjusted EBITDA margin target (25.8% target; 24.8% threshold) and were forfeited for not meeting threshold, reflecting rigorous performance hurdles .

Equity Ownership & Alignment

• Stock ownership guidelines adopted June 2022: CEO 5x salary; executives at EVP level and above 2x salary; five years to comply. Shares counted include held shares, vested deferred comp, vested options, and unvested RSUs. All NEOs are compliant or on track within applicable time limits. As an EVP, Sedat Evran is subject to the 2x salary guideline .
• Insider trading policy: prohibits hedging, short sales, and transactions in publicly traded options, aligning incentives with long‑term stock performance .
• Clawback policy: effective October 2, 2023; applies to current/former Section 16 officers; mandates recoupment of erroneously awarded incentive compensation for the three fiscal years preceding a required accounting restatement, subject to NYSE rules .
• Pledging: no explicit pledging prohibition noted in the cited sections of the proxy; not disclosed .
• Section 16 compliance: the proxy lists specific late Form 4s for certain insiders in 2024; Sedat Evran is not among the delinquent filers named .

Employment Terms

• Company states it has no employment agreements with its named executive officers; no special perquisites beyond broad-based employee programs. Participation in the Executive Change in Control Severance Plan is expressly extended to NEOs; participation for other executives is not specifically disclosed for Evran .
• Change-in-control mechanics:
  • Equity plan (2017 Incentive Award Plan): unless award agreements say otherwise, all equity awards become fully exercisable and forfeiture restrictions lapse immediately prior to a change in control (single‑trigger equity acceleration) .
  • Executive Change in Control Severance Plan (double‑trigger severance for participants): for a qualifying termination within two years post‑CIC (without cause, death/disability, or for good reason), participants receive cash severance (salary + target bonus over an “applicable severance period” for covered roles), prorated/earned bonus, COBRA premium reimbursement (e.g., 18 months for specified NEOs), and accelerated vesting of 100% of outstanding equity per plan and award agreements .
  • Conditions to receive severance include signing/revoking a general release, resigning Company positions, confidentiality compliance, and a non‑solicit of employees; payments are subject to a “best‑net” 280G cutback (no excise tax gross‑up) .

Performance & Track Record (Company context during Evran’s tenure window)

Company pay-versus-performance indicators

Notes:

• Peer group = S&P 500 Life Sciences Tools & Services Index; Operating Income selected as Company‑Selected Measure for pay‑versus‑performance .
• The IBP places significant weight on Operating Income, aligning annual cash incentives with profitability .

Governance, Say‑on‑Pay, and Compensation Peer Practices

• Say‑on‑pay: 96% approval in 2023; next advisory vote scheduled for 2026 (triennial cadence) .
• 2025 stockholder proposal sought a vote for severance >2.99x salary+target bonus; Board recommended AGAINST, citing existing transparency and governance mechanisms .
• Market references: Company uses external surveys (Radford Technology Survey; Willis Towers Watson) and compensation advisor (Compensia, Inc.) for market‑competitive equity grant levels .
• Equity grant timing and vesting are standardized; no special perquisites and broad‑based benefit parity for executives .

Risk Indicators & Red Flags

• Single‑trigger equity acceleration under the 2017 Incentive Award Plan (unless award agreements specify otherwise) can be a misalignment risk in an acquisition, partly mitigated by a separate double‑trigger executive CIC severance plan for participants .
• No excise tax gross‑ups; a “best‑net” cutback applies—shareholder‑friendly relative to many peers .
• Anti‑hedging/short‑sale/option rules reduce misalignment; pledging restrictions are not explicitly highlighted in the cited sections .
• Section 16 filing compliance shows no delinquencies listed for Evran in 2024 .
• Rigorous PSU targets (2023 and 2022 grants forfeited) indicate elevated performance hurdles and lower near‑term forced vesting pressure from PSUs .

Equity Ownership & Alignment (Sedat Evran)

• Subject to stock ownership guidelines for EVP level: 2x base salary within five years; counted shares include held shares, vested options, and unvested RSUs. Compliance status is disclosed for NEOs; individual ownership amounts and compliance status for Evran are not disclosed in the proxy .

Employment Terms (Sedat Evran)

• Individual employment agreement, severance multiple, or CIC participation for Evran is not specifically disclosed. Company states no employment agreements for NEOs; CIC severance plan participation is expressly identified for NEOs; equity plan sets CIC acceleration default terms; severance conditions include release and non‑solicit .

Investment Implications

• Alignment: As an EVP, Evran is subject to 2x salary stock ownership guidelines and the company’s anti‑hedging policy; equity programs rely on four‑year vesting RSUs/options and have historically used PSUs with high hurdles—supportive of long‑term alignment and reducing the likelihood of opportunistic hedging/selling pressure .
• Incentive design: Annual cash incentives tie 60% to Sales and 40% to Operating Income; 2024 results paid 27.5% of target for NEOs, signaling downshifts in cash payouts when growth/profitability undershoot adjusted targets—this should align supply chain execution priorities (cost, service, inventory) with profitability and revenue scaling .
• Retention and deal‑risk: Single‑trigger equity acceleration at the plan level can create variability in M&A scenarios; the executive CIC severance plan (double‑trigger) for participants and “best‑net” cutback reduce excess parachute optics—assess whether Evran is a designated participant when evaluating retention risk around strategic events .
• Execution: Background across Danaher/PerkinElmer/GE suggests robust operational toolkits for margin/working‑capital improvement; given 2024 Operating Income pressure and below‑target IBP outcomes, supply chain optimization remains a key lever under Evran’s remit to improve OI against incentive targets .

Citations:

• 2025 Proxy statement passages on Evran’s role/age, executive roster, compensation design, IBP targets/results, stock ownership guidelines, insider trading/hedging policy, clawback, equity program/vesting, CSU/CIC plan terms, pay-versus-performance metrics, Section 16 compliance, say‑on‑pay, and shareholder proposal .
• 2024 Proxy executive roster confirming Evran appointment timing .