Karen Foster
BIOLIFE SOLUTIONSAbout Karen Foster
Karen Foster, 65, is BioLife Solutions’ Senior Vice President, Chief Quality and Operations Officer (appointed January 2024) after serving as Chief Quality Officer since December 2019 and Vice President, Operations since April 2016. She holds an MBA (Operations Management) and an MS in Zoology (Microbiology) from the University of Wisconsin–Milwaukee and a BS in Biological Sciences from Michigan Technological University. Company performance tied to executive pay emphasizes revenue, adjusted EBITDA, and relative TSR; in 2024 BioLife delivered $82.3M in revenue (+8% YoY) and 19% adjusted EBITDA margin on a continuing-operations basis, and executive TSR grants vest based on peer-relative outcomes, including a 2022 TSR cycle certified at the 60th percentile (125% payout) and a 2023 TSR cycle with 175% attainment for executives broadly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioLife Solutions | SVP, Chief Quality and Operations Officer | Appointed Jan 2024 | Oversees enterprise quality and operations amid portfolio realignment; pay metrics tied to revenue, EBITDA, TSR |
| BioLife Solutions | Chief Quality Officer | Dec 2019–Dec 2023 | Led quality systems through divestitures and operational streamlining |
| BioLife Solutions | Vice President, Operations | Apr 2016–Dec 2019 | Managed manufacturing/operations scaling for cell processing tools and biopreservation media |
| ViaCord (PerkinElmer subsidiary) | VP, Laboratory Operations & Site Leader | 2003–early 2016 | Led regulated lab operations in cord blood banking; quality/manufacturing leadership |
| Pfizer; Amersham Pharmacia Biotech | Manufacturing/Quality roles | Not disclosed | Managed manufacturing and quality operations (details not provided) |
External Roles
No external public company directorships or committee roles disclosed for Karen Foster .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $356,500 | $382,000 | $430,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 45% |
| Actual Annual Bonus Paid ($) | $84,252 | — (not shown) | $170,280 |
Notes:
- 2024 base salary increased 13% YoY, aligned to peer benchmarking and role scope .
- Karen’s 2024 bonus reflected 88% achievement of Company Objectives, equating to 40% of base salary .
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Payout vs Target | Vesting/Mechanics |
|---|---|---|---|---|---|
| Revenue | 30% | $76M | $82M (max tier ≥$81M) | 39% of Target Award | Cash bonus under annual plan |
| Adjusted EBITDA Margin | 30% | 13% of revenue | 21% of revenue (excl. exec bonus) | 39% of Target Award | Cash bonus under annual plan |
| Remediation of Material Weaknesses | 20% | Full remediation; no new weaknesses | Remediated prior MWs; one new MW in 2024 | 10% of Target Award | Cash bonus under annual plan |
| Implement NetSuite MRP on Media | 20% | Implement in 2024 | Not fully implemented | 0% of Target Award | Cash bonus under annual plan |
| Total | 100% | — | — | 88% of Target Award overall | — |
Market- and performance-based equity:
- Market-based RSUs vest 0–200% based on 2-year relative TSR vs a 20-company peer group (performance period Jan 1, 2024–Dec 31, 2025; percentile schedule: 30%→25%, 40%→50%, 50%→100%, 60%→125%, 70%→150%, 80%→200%) .
- Service-based RSUs vest 25% at 1-year and the balance quarterly over 3 years .
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Total Beneficial Ownership | 252,265 shares; <1% of outstanding |
| Components included | 100,000 options exercisable within 60 days; 1,061 RSAs vesting within 60 days included in total |
| Options (Exercisable) | 100,000 shares; $1.90 strike; expiring 4/13/2026; fully vested |
| 2024 Grants (Service RSUs) | 20,651 shares (grant 3/8/2024; 25% at 1-year, then quarterly for 3 years) |
| 2024 Grants (Market RSUs) | 20,651 target shares (TSR-based, 0–200% payout over 2024–2025) |
| 2023 Outstanding (as of 12/31/2024) | 9,551 service RSAs; 16,978 target market RSAs (TSR 2023–2024) |
| Hedging/Pledging | Prohibited for executive officers under Company policy |
| Ownership Guidelines | Not disclosed |
Insider trading compliance:
- Company reported late Form 4 filings for several officers including Karen on April 23, 2024 and September 18, 2024 (multiple transactions), indicating process risk but not material violations .
Employment Terms
| Scenario | Cash Severance | Bonus/CIC Bonus | Equity Treatment | COBRA + Tax Gross-up | Total (as of 12/31/2024 illustration) |
|---|---|---|---|---|---|
| Termination without cause or resignation for good reason (outside CIC period) | 12 months base salary ($430,000) | — | Full acceleration of all unvested equity | 12 months COBRA cost + tax gross-up ($25,491) | $2,355,841 ($430,000 salary; $1,900,350 equity; $25,491 COBRA) |
| Termination upon/within 12 months of Change in Control | 12 months base salary ($430,000) | 100% of annual incentive for CIC year ($170,280 for 2024 illustration) | Full acceleration of all unvested equity | 12 months COBRA cost + tax gross-up ($25,491) | $2,526,121 ($430,000 salary; $170,280 bonus; $1,900,350 equity; $25,491 COBRA) |
| Death/Disability | Prorated incentive at target for approved plan year ($170,280 for 2024 illustration) | — | Full acceleration of all unvested equity | — | $2,070,630 ($170,280 bonus; $1,900,350 equity) |
Additional policy features:
- Dodd-Frank clawback policy applies to incentive compensation based on financial reporting measures (including stock price and TSR) for current/former executive officers .
- No excise tax gross-ups generally; however, COBRA premium amounts include a tax gross-up per employment agreements .
Multi-Year Compensation (NEO Summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $356,500 | $382,000 | $430,000 |
| Bonus | — | — | — |
| Stock Awards (Grant-date FV) | $891,900 | $727,677 | $901,210 |
| Non-Equity Incentive Plan Comp | $84,252 | — | $170,280 |
| All Other Compensation | $12,200 | $13,200 | $13,649 |
| Total | $1,344,852 | $1,122,877 | $1,515,139 |
Additional Company Performance Context
- 2024 achievements driving incentives: revenue $82.3M (+8% YoY), adjusted EBITDA margin 19% on continuing operations; divested Global Cooling, CBS, and SciSafe, receiving ~$74.7M cash in 2024 .
- Non-GAAP reconciliations and 2025 trajectory (Q3): Adjusted EBITDA from continuing operations YTD 2025 of $17.7M; Q3 2025 Adjusted EBITDA of $7.8M; details provided in 8-K reconciliations .
Investment Implications
- Alignment: Significant unvested equity tied to both time-based vesting and relative TSR reinforces multi-year alignment; cash incentives directly link pay to revenue and adjusted EBITDA outcomes .
- Retention vs mobility: Employment agreement provides full acceleration of unvested equity upon qualifying termination and in CIC scenarios; coupled with 12 months’ cash and COBRA gross-up, this is retention-supportive but may lower “lock-in,” increasing mobility in a strategic transaction context .
- Trading signals: Upcoming scheduled service-vesting cliffs and quarterly tranches (e.g., 25% after one year from 3/8/2024 grant) could add episodic selling pressure; hedging/pledging prohibitions reduce misalignment risk; note past late Form 4s indicate process oversight risk rather than intent .
- Pay-for-performance: 2024 bonus was reduced for partial remediation of material weaknesses and failure to implement NetSuite MRP, evidencing committee discipline; continued reliance on TSR-based RSUs implies sensitivity to peer-relative stock performance into end-2025 .