Cathy Coste

About Cathy Coste

Cathy (Catherine) Coste, 59, is an independent director of BioLife Solutions and has served as Chair of the Audit Committee since March 18, 2025. She is a licensed CPA (California), holds a B.A. in Business Administration—Accounting from California State University, Hayward, and completed Harvard Business School’s Corporate Director’s Certificate Program; she retired as a senior partner and life sciences industry executive leader at Deloitte after 32 years and has participated in 200+ audit committee meetings over her career . The Board has determined she is independent and an SEC “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence and financial expertise: Board affirms Ms. Coste is independent and the Audit Committee has determined she is an “audit committee financial expert” under SEC rules .
• Committee assignments (current): Ms. Coste serves on the Board and is Chair of the Audit Committee (appointed March 18, 2025) .

• Meeting cadence and attendance (context for Board effectiveness): In 2024, the Board held 14 meetings; Audit Committee 5; Compensation Committee 2; Governance & Nominating 2. Each incumbent director attended at least 75% of meetings they were responsible for; (note: Ms. Coste was not on the Board in 2024) .
• Related-party oversight: Audit Committee reviews and must approve related-party transactions; none >$120,000 involving directors/officers/5% holders were reported since Jan 1, 2024 .

Fixed Compensation

• Appointment terms: Upon appointment on March 18, 2025, Ms. Coste was eligible to receive the same non-employee director compensation (prorated) as other directors, per the company’s program described in the 2024 proxy .
• 2024 Non-employee Director Cash Retainers (program in place at time of her appointment; amounts prorated by service during year) :
  • Annual Board retainer: $60,000
  • Additional retainers: Lead Independent Director $40,000; Audit Chair $13,750; Compensation Chair $12,500; Governance & Nominating Chair $10,000

Performance Compensation

• Equity structure (directors): Annual RSU awards with a fixed intended value of $180,000, sized by dividing $180,000 by the closing stock price on the grant date; vesting is one-year cliff (service-based). 2024 awards were sized using a $15.98 reference on Jan 2, 2024 and granted Mar 8, 2024 (11,264 RSUs for incumbents as of that cycle) .
• Change in control / acceleration (policy adopted early 2025, effective Jan 1, 2026): Annual RSUs vest in full upon death/disability or change in control if unvested at that time .

Note: Ms. Coste’s exact RSU grant quantity upon her March 2025 appointment was not disclosed; the 8-K states she receives the standard non-employee director compensation on a prorated basis .

Other Directorships & Interlocks

• Compensation Committee interlocks: BLFS disclosed no compensation committee interlocks during 2024; Ms. Coste was not on BLFS’s Compensation Committee .

Expertise & Qualifications

• Licensed CPA; SEC-designated audit committee financial expert .
• Deep audit, risk, and controls background; 200+ audit committee meetings; extensive life sciences sector experience .
• Education: B.A. in Business Administration—Accounting (CSU Hayward); Harvard Corporate Director’s Certificate .

Equity Ownership

• Shares outstanding context: 47,835,214 shares as of June 23, 2025 .
• Pledging/hedging: BLFS prohibits hedging/pledging for executive officers; insider trading policy applies to directors, officers, employees, and consultants (no specific hedging/pledging statement for directors disclosed beyond the policy) .

Governance Assessment

• Strengths supporting investor confidence:
  • Independence and financial acumen: Board affirmed independence; SEC “audit committee financial expert”; extensive audit, risk, and controls expertise—well-suited for Audit Chair role .
  • Clear audit oversight processes: Robust pre-approval policy with authority delegated to the Audit Chair; Audit Committee confirmed auditor independence and recommended inclusion of audited financials in the 2024 10-K .
  • Conflict controls: No related-party transactions >$120,000 since Jan 1, 2024; Audit Committee reviews and must approve any such transactions, mitigating conflict risk .
• Alignment and incentives:
  • Director pay program emphasizes equity via annual RSUs ($180,000 intended value; one-year cliff), aligning directors with shareholders; Ms. Coste to receive prorated compensation consistent with policy .
  • Current disclosed ownership is modest (5,701 shares; <1%), but equity grants are expected to build stake over time .
• Potential watch items:
  • Time commitments: Ms. Coste historically chaired multiple audit committees (Renalytix; previously Biomerica and Minerva Surgical). Two roles ended mid-2025, reducing potential overboarding risk going forward; continue to monitor workload across boards .
  • Annual meeting attendance in 2024 was low across the Board (only two directors attended), though incumbents met ≥75% meeting attendance overall; 2025 attendance data not yet disclosed for Ms. Coste .

Appendix: Board & Committee Activity (Context)

Source: 2025 Proxy Statement .

Citations:

• Appointment, independence determination, Audit Chair role: 8-K Item 5.02 (Mar 24, 2025) ; 2025 Proxy .
• Biography, external boards, qualifications: 2025 Proxy .
• Board composition and committee matrix: 2025 Proxy .
• Audit Committee pre-approval and report: 2025 Proxy .
• Director compensation program details and RSU mechanics: 2025 Proxy .
• Ownership table (shares, % of class, shares outstanding): 2025 Proxy .
• Related-party policy and disclosures; director independence roster: 2025 Proxy .
• Board and committee meetings, attendance thresholds, annual meeting attendance (2024): 2025 Proxy .