Roderick de Greef
BIOLIFE SOLUTIONSAbout Roderick de Greef
Roderick de Greef, age 64, is Chief Executive Officer and Chairman of the Board at BioLife Solutions (appointed October 19, 2023). He previously served as BLFS CFO (2016–2021), COO (2019–2021), President & COO (Nov 2021–Jan 2023), and director (2000–2013; rejoined Jan 2023) . He holds an MBA from the University of Oregon and a BA in Economics & International Relations from San Francisco State University . Under his leadership in 2024, BLFS delivered revenue of $82.3 million (+8% YoY) and Adjusted EBITDA of $15.6 million (19% margin), executed divestitures that brought in ~$74.7 million cash, and launched CellSeal CryoCase; the incentive plan used Adjusted EBITDA excluding executive bonuses, yielding a 21% margin for payout purposes . Pay-versus-performance disclosures show total shareholder return (TSR) value of $160.44 in 2024 vs $100.43 in 2023 and peer TSR of $109.19 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioLife Solutions (BLFS) | CFO | 2016–2021 | Led corporate finance through growth and acquisitions |
| BioLife Solutions (BLFS) | COO | Dec 2019–May 2021 | Operational leadership in biopreservation/media expansion |
| BioLife Solutions (BLFS) | President & COO | Nov 2021–Jan 3, 2023 | Senior operating role before board service and CEO appointment |
| BioLife Solutions (BLFS) | Director | 2000–2013; rejoined Jan 2023 | Longstanding board oversight; resumed directorship in 2023 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Upper Connecticut Valley Hospital | Director | Nov 2022–present | Non-profit hospital board service |
| Sirona Medical Technologies | Director | Dec 2020–present | Cardiac electrophysiology company |
| Indonesia Energy Corp. | Director; Audit Chair | Feb 2019–Jan 2021 | Public E&P; chaired audit committee |
| Pareteum Corp. | Director; Audit Chair; Comp & Nominating member | Sep 2015–Sep 2017; Jan 2008–Oct 2011 | Mobile communications; committee leadership |
| Cambridge Cardiac Technologies | President & sole director | Nov 2013–Oct 2014 | Successor to Cambridge Heart, Inc. |
| Cambridge Heart, Inc. | Chairman | Nov 2008–Oct 2013 | Non-invasive cardiology products |
| Endologix, Inc. | Director; Comp Chair | Nov 2003–May 2013 | Led compensation committee |
| Cardiac Science, Inc. | EVP & CFO | 2001–2006 | Ranked 4th fastest growing tech company (2004) |
Board Governance
- Dual role: CEO and Chairman; Board has a Lead Independent Director (Amy DuRoss) and six independent directors (DuRoss, Coste, Ellingson, Goswami, Hunt, Moore) under Nasdaq rules .
- Committee composition: de Greef chairs the Board and is not on committees; Audit (Coste- chair; Ellingson, Goswami, Hunt), Compensation (DuRoss - chair; Ellingson, Hunt, Moore), Governance (Goswami - chair; DuRoss, Moore) .
- Board meetings: 14 in 2024; each incumbent director attended ≥75% of meetings; de Greef and DuRoss attended the 2024 annual meeting .
- Director pay: de Greef does not receive Board Chairman compensation .
Fixed Compensation
Summary Compensation (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $198,890 (partial year as CEO) | $744,450 |
| Bonus ($) | — | $62,740 (extraordinary director award on CEO appointment) | — |
| Stock Awards ($) | $1,747,823 | $4,588,883 | $5,571,874 (performance + market RSUs; probability of attainment ~142% for performance award) |
| Non-Equity Incentive ($) | $185,850 | — | $655,116 (88% payout) |
| All Other ($) | — | $466,285 | $74,765 (travel reimbursement) |
| Total ($) | $2,383,673 | $5,316,798 | $7,046,205 |
Notes:
- 2024 base salary (annual rate) remained $744,450 .
- Travel reimbursement up to $75,000 per year with tax gross-up per employment agreement .
Performance Compensation
2024 Annual Incentive Plan (Company Objectives and Outcomes)
| Metric | Weighting | Target | Actual | Payout (% of Target Award) | Vesting/Notes |
|---|---|---|---|---|---|
| Revenue | 30% | $76M | $82M (met max) | 39% | Linear interpolation between thresholds |
| Adjusted EBITDA Margin (excl. executive bonuses) | 30% | 13% | 21% (met max) | 39% | Non-GAAP; reconciliation provided |
| Remediate material weaknesses | 20% | Full remediation | Remediated prior weaknesses; one new weakness in 2024 | 10% | Committee discretion |
| Implement NetSuite MRP (Media) | 20% | Implemented in 2024 | Not fully implemented | 0% | — |
- Overall result: 88% of Target Award for NEOs; CEO payout $655,116 (88% of salary) .
2024 Equity Awards (Granted March 8, 2024)
| Award Type | Grant Date | Target Shares | Fair Value ($) | Vesting Conditions |
|---|---|---|---|---|
| Performance-based RSUs | 3/8/2024 | 109,512 | $1,901,128 | Adjusted EBITDA (FY2025, pre-bonus): 50% at $19M; 100% at $21M; 200% at ≥$23M; linear interpolation; capped at 200% |
| Market-based RSUs (TSR) | 3/8/2024 | 109,512 | $2,877,975 | Payout at TSR percentile vs 20-company peer group: 25% at 30th; 50% at 40th; 100% at 50th; 125% at 60th; 150% at 70th; 200% at 80th; linear interpolation; no payout below 30th |
Prior BLFS award affecting 2024 payout determination:
- 2022 market-based RSUs paid at 125% (60th percentile TSR for 2022–2023) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 118,816; less than 1% of outstanding |
| Unvested service RSUs remaining from 10/19/2023 grant | 296,142 as of 12/31/2024 (vest in three equal annual increments) |
| Market/performance RSUs outstanding (targets) | 219,024 (109,512 market + 109,512 performance) |
| Options (exercisable/unexercisable) | None disclosed for de Greef |
| Hedging/pledging | Prohibited for executives; company policy explicitly disallows hedging/pledging |
| Clawback | Dodd-Frank-compliant clawback covering financial measure-based incentive comp (including stock price and TSR) for restatements; look-back 3 fiscal years |
| Insider trading policy | Formal policy governing trading by insiders (filed as Exhibit 19.1 to 2024 10-K) |
| 2024 stock vested | 137,566 shares vested; realized value $2,977,635 (no option exercises) |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | CEO & Chairman effective Oct 19, 2023; at-will; reports to Board |
| Base salary & bonus | Base salary $744,450; target bonus 100% of salary beginning FY2024 |
| RSU grant (Oct 19, 2023) | 394,856 RSUs; equal annual installments; all unvested fully vest by Jan 1, 2027 |
| Perquisites | Reimbursed travel/lodging to HQ up to $75,000/year with tax gross-up |
| Severance (no CIC) | If terminated without cause/resign for good reason: lump-sum 12 months base salary; 12 months COBRA premiums + tax gross-up; full accelerated vesting of all unvested equity |
| Severance (with CIC) | If terminated upon/within 12 months of CIC: lump-sum 24 months base salary; 100% of incentive opportunity; 24 months COBRA premiums + tax gross-up; full accelerated vesting of all unvested equity |
| CIC acceleration (plan terms) | 2023 Plan: double-trigger (if assumed/substituted); single-trigger if not assumed. 2013 Plan: single-trigger acceleration upon CIC |
| Non-compete & non-solicit | One-year non-compete and non-solicitation of employees/customers/suppliers post-termination |
Compensation Committee Analysis and Peer Benchmarking
- Independent Compensation Committee chaired by Lead Independent Director Amy DuRoss; uses FW Cook as independent consultant; annual risk assessment conducted .
- Philosophy targets total compensation near 50th percentile of peer group; pay-for-performance via cash incentives and long-term equity (service + market/performance) .
- 2023 say-on-pay approval: 82.4% of votes cast, supporting current structure .
- 2024 peer group includes 20 bioprocessing/life sciences/biotech companies (e.g., Cryoport, Azenta, MaxCyte, Veracyte, Mesa Labs, Standard BioTools, etc.) .
Performance & Track Record
| Measure | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | $75.9 | $82.3 (8% YoY) |
| Adjusted EBITDA ($M) | — | $15.6 (19% margin); 21% margin excluding executive bonus used for incentive payout math |
| TSR (value of $100) | $100.43 | $160.44; peer TSR $109.19 |
| Strategic actions | — | Divested Global Cooling (Apr 2024), CBS (Nov 2024), SciSafe (Nov 2024) for ~$74.7M cash; launched CellSeal CryoCase |
Risk Indicators & Red Flags
- Dual role (CEO + Chairman): mitigated by Lead Independent Director and majority-independent board, but independence oversight remains a consideration .
- CIC acceleration: full single-trigger under 2013 Plan and double-trigger/conditional under 2023 Plan; generous CIC severance (24 months salary, full equity acceleration) can create deal-related dilution/incentive distortions .
- Perquisite tax gross-ups: COBRA premium gross-ups in severance and travel gross-up; company states no 280G/409A excise tax gross-ups .
- Controls: one new material weakness in 2024 (50% payout applied to remediation objective) .
- Section 16 reporting: no late filings disclosed for de Greef in 2024; late filings noted for other executives/directors .
- Related-party transactions: none ≥$120k involving insiders since Jan 1, 2024 .
Director Compensation (context)
- Non-employee directors: annual cash retainer $60,000 in 2024; chair fees (Lead $40k; Audit $13.75k; Comp $12.5k; Governance $10k); annual RSUs with $180,000 target value vesting in one year; policy updates effective 2026 increase cash retainers .
- de Greef receives no separate compensation for Board Chair service (compensated as CEO) .
Equity Ownership & Vesting Schedule Highlights
- Time-based RSUs from Oct 19, 2023: remaining 296,142 RSUs vest in three equal annual tranches; fully vested by Jan 1, 2027 .
- 2024 performance RSUs: payout depends on FY2025 Adjusted EBITDA ($19M/21M/23M thresholds; 50%/100%/200% payout) .
- 2024 market RSUs: payout 0%–200% based on TSR percentile vs peer group through Dec 31, 2025 .
Employment Contracts, Severance & Change-of-Control Economics
- At-will employment with explicit severance protections and equity acceleration upon qualifying terminations (outside CIC and within CIC), plus non-compete/non-solicit obligations .
Investment Implications
- Strong alignment to performance via market- and performance-based RSUs (TSR vs peers and FY2025 Adjusted EBITDA thresholds), supporting incentive-linked execution in 2025; the 2024 bonus payout (88% of target) reflected overachievement on revenue and adjusted EBITDA targets despite operational system implementation shortfall .
- Retention risk appears contained near term given sizable unvested/unevaluated RSU overhang and generous severance/CIC protections; however, single-trigger legacy plan acceleration and dual-role governance could be scrutinized by investors, especially in strategic transactions .
- Governance mitigants (Lead Independent Director, majority-independent board, clawback, hedging/pledging bans) balance perquisite gross-ups and CIC accelerators; observing vesting dates and 2025 EBITDA outcomes is prudent for trading signals tied to potential RSU settlements .