Todd Berard
BIOLIFE SOLUTIONSAbout Todd Berard
BioLife Solutions’ Chief Commercial Officer; age 56, with 20+ years in life sciences, healthcare, medical devices, and technology. He joined BioLife in 2014 (Senior Director of Marketing), became VP of Marketing in 2015, and CCO in December 2019; education includes a B.S. in Biochemistry (University of Vermont) and an MBA (University of Washington Foster School of Business) . Under the current leadership team, BLFS delivered 2024 revenue of $82.3M (+8% YoY) and positive adjusted EBITDA of $15.6M (19% margin), while divesting non-core assets . Company TSR (indexed to $100 at 2019 year-end) stood at $160.44 by 2024; this is company-level performance and not specific to any individual .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BioLife Solutions | Senior Director of Marketing → VP Marketing → Chief Commercial Officer | 2014–2015; 2015–2019; Dec 2019–present | Built and led global marketing and commercial strategy across cell processing portfolio; advanced product launches and commercial execution . |
| Verathon Medical (Roper) | Director of Marketing | Sep 2010–Jul 2014 | Oversaw global marketing, product development/launch across six medical device brands; managed strategic partnerships and key launches . |
External Roles
No current public company directorships disclosed for Mr. Berard in the proxy officer biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $332,000 | $370,000 (effective Nov 18, 2024; table reflects annual rate) |
| Target Bonus (% of Salary) | N/A | 50% |
| Actual Annual Bonus ($) | N/A | $148,004 (44% of 2024 base salary; 88% company scorecard) |
Performance Compensation
2024 Annual Cash Incentive (company scorecard for all NEOs)
| Metric | Weight | Target | Actual/Assessment | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Revenue | 30% | $76M target; max at ≥$81M | $82M achieved (met max threshold) | 39% of Target Award for this metric | N/A |
| Adjusted EBITDA Margin | 30% | 13% of revenue; max at 16% | 21% (excl. exec bonus) | 39% of Target Award for this metric | N/A |
| Remediation of material weaknesses | 20% | Remediate all and incur none | All remediated; one new weakness → partial payout | 10% (50% of this metric’s weight) | N/A |
| Implement NetSuite MRP (Media) | 20% | Implement in 2024 | Not fully implemented | 0% | N/A |
| Total Company Achievement | — | — | — | 88% of Target Award | N/A |
Equity Awards (focus on 2024 grants and current vesting mechanics)
| Grant Date | Instrument | Shares (#) | Key Terms | Payout/Vesting Window |
|---|---|---|---|---|
| Mar 8, 2024 | Service-vesting RSUs | 14,456 | Time-based: 25% vests at 1-year, then quarterly over next 3 years | 2025–2028 vesting cadence |
| Mar 8, 2024 | Market-based RSUs (TSR) | 14,456 (target) | Relative TSR vs 20-company peer set; vests 0–200% at 30th–80th percentile (linear in-between) | Performance period 1/1/2024–12/31/2025 |
| Jan 3, 2023 | Market-based RSAs (TSR) | 11,885 (target) | Relative TSR 0–200% vs peer set | Performance period 1/1/2023–12/31/2024 |
| Note: 2022 TSR awards for NEOs paid at 125% of target based on 60th percentile peer-relative TSR (company-wide determination) . |
Equity Ownership & Alignment
- Anti-hedging/pledging: Company policy prohibits executive hedging or pledging of BLFS securities .
- Beneficial ownership (as of June 23, 2025):
- Shares beneficially owned: 98,798; less than 1% of outstanding; includes 743 shares issuable within 60 days .
- Outstanding/unvested awards at 12/31/2024 (select items):
- Service-vesting RSUs: 6,686 (1/3/2023 grant) and 14,456 (3/8/2024 grant) unvested .
- Market-based RSAs/RSUs (unearned): 11,885 (1/3/2023 TSR grant) and 14,456 (3/8/2024 TSR grant) at target .
- 2024 realized insider activity (execution/vesting, aggregate):
- Stock options exercised: 30,000 shares; value realized $523,400 .
- Stock awards vested: 28,380 shares; value realized $509,664 .
- Section 16 compliance note: Company reported several late Form 4 filings in 2024, including by Mr. Berard (Apr 23 and Sep 18, 2024) .
Beneficial Ownership Snapshot
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Todd Berard (Officer) | 98,798 | <1% | Includes 743 shares issuable within 60 days |
Employment Terms
- Employment agreement: Effective Jan 1, 2018; amended Jun 1, 2023 and Aug 15, 2023 .
- Severance (outside change-in-control):
- Cash: 12 months base salary; COBRA premiums for 12 months plus tax gross-up on COBRA; full vesting of all unvested equity awards .
- Change-in-control (CIC) protection (double-trigger for 2023 Plan; 2013 Plan had single-trigger at CIC if not assumed):
- If terminated without cause or resigns for good reason within 12 months post-CIC: 12 months salary; 100% of annual incentive opportunity for year of CIC; 12 months COBRA plus tax gross-up; full vesting of all unvested equity awards .
- Death/Disability: Pro-rated annual incentive at target and full vesting of all unvested equity .
- Clawback: Dodd-Frank compliant recoupment policy covers incentive comp tied to financial reporting measures (including stock price/TSR) for restatements, without regard to fault, covering the prior 3 years .
- Tax gross-ups: No excise tax gross-up policy for executives; note the COBRA premium tax gross-up in severance benefits .
Modeled Separation Economics (as of Dec 31, 2024)
| Scenario | Base Salary ($) | Cash Incentive ($) | Accelerated Equity ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o cause or for good reason (non‑CIC) | 370,000 | — | 1,352,256 | 36,676 | 1,758,932 |
| Termination w/o cause or for good reason (within 12 months post‑CIC) | 370,000 | 148,004 | 1,352,256 | 36,676 | 1,906,936 |
| Death/Disability | — | 148,004 | 1,352,256 | — | 1,500,260 |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid at 88% of target on company metrics (revenue, EBITDA margin, controls remediation, system implementation) indicates disciplined linkage to financial and operational outcomes . Multi-year TSR-based equity (0–200% payout vs peer TSR) further aligns incentives with shareholder returns .
- Retention and event risk: Severance includes full acceleration of unvested equity upon termination without cause/for good reason even outside a CIC—generous relative to many peers and potentially weakening retention handcuffs if a separation occurs . In a CIC, double-trigger acceleration under the 2023 Plan is standard market practice .
- Insider selling pressure: 2024 realized option exercises (30,000 shares; $523k) and substantial award vesting ($510k) reflect ongoing liquidity events; monitor Form 4s around vest dates and trading windows. Note late Form 4s disclosed for 2024 (process rigor watch item) .
- Ownership alignment: Beneficial ownership of 98,798 shares (<1%) provides some alignment; company prohibits hedging and pledging, reducing misalignment risks associated with collateralized positions .
- Governance and shareholder signals: Say‑on‑pay support improved to 82.4% (for 2023 pay, voted in 2024), suggesting acceptable shareholder reception to pay design after prior-cycle pressures . Company delivered 2024 revenue growth and strong adjusted EBITDA margins post-portfolio rationalization, supporting performance-based payouts .
Overall: Incentive design uses company-level financials and relative TSR with clear scales and payout caps. Severance and equity acceleration terms are notably protective, which is supportive in a turnaround but warrant monitoring for cost/retention trade-offs in different scenarios. Continued oversight of insider trading cadence and control remediation remains prudent given 2024’s partial control objective payout and late Form 4s .