Troy Wichterman
BIOLIFE SOLUTIONSAbout Troy Wichterman
BioLife Solutions’ Chief Financial Officer since November 2021, age 40, with prior roles in finance at Ventas (public healthcare REIT), Heitman (private equity real estate), and PwC; he holds BBA and MAcc degrees from the University of Wisconsin–Madison and is a CPA (inactive) . Under his tenure, the company’s 2024 performance achieved 88% of compensation plan objectives, driven by revenues of $82 million and Adjusted EBITDA margin of 21% of revenue; this marked a sharp improvement from 2023 Adjusted EBITDA of $(4.664) million and a −3.3% margin when no cash bonuses were paid due to missing financial targets . Governance signals show an 82.4% 2023 say-on-pay approval and a firm prohibition on hedging and pledging of company securities for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioLife Solutions (BLFS) | Chief Financial Officer | Nov 2021–present | Oversees finance and accounting; integration of acquired businesses; SEC reporting; FP&A; operational finance; audit compliance |
| BioLife Solutions (BLFS) | Vice President, Finance | Nov 2019–Nov 2021 | Led integration, acquisition due diligence and deal structure; SEC reporting; FP&A; operational finance; audit compliance |
| BioLife Solutions (BLFS) | Director, FP&A | Jun 2016–Nov 2019 | Built and led FP&A processes; supported operating and strategic planning |
| BioLife Solutions (BLFS) | Financial Analyst | Feb 2015–Jun 2016 | Supported analysis across finance, reporting and operations |
| Ventas (NYSE: VTR) | Senior Financial Analyst, Acquisitions | Jan 2013–Sep 2014 | Acquisitions analytical support at a public healthcare REIT |
| Heitman | Senior Portfolio Analyst | Jun 2009–Jan 2013 | Portfolio analytics for a private equity REIT |
| PwC | Auditing Associate | 2008–2009 | Audit experience foundational to reporting rigor |
External Roles
No external public company directorships or committee roles disclosed for Mr. Wichterman in the proxy materials .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Cash Bonus Paid ($) | Overall Payout % of Base Salary |
|---|---|---|---|---|
| 2024 | 472,000 | 60% | 249,216 | 53% |
| 2023 | 472,000 | 60% | 0 (no bonus paid) | 0% |
| 2022 | 375,000 | — | 121,688 (non‑equity incentive) | — |
Performance Compensation
Annual Cash Incentive – 2024 Company Objectives and Payouts
| Metric | Target/Threshold | Actual Result | Payout Contribution (%) |
|---|---|---|---|
| Revenue | Maximum threshold $81M | $82M | 39% |
| Adjusted EBITDA margin (ex‑exec bonus) | Maximum threshold 16% | 21% of revenue | 39% |
| Remediation of material weaknesses | Full remediation target | Prior weaknesses remediated; one new weakness in 2024 | 10% |
| NetSuite MRP module (Media) | Implementation target | Not fully implemented | 0% |
| Overall payout vs target | — | Achieved 88% of target | 88% |
Equity Awards – Grants and Vesting
| Award Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) | Vesting / Performance Conditions |
|---|---|---|---|---|
| Market‑based RSUs | 3/8/2024 | 41,715 | 1,096,270 | TSR vs 20‑company peer group; 0–200% payout with thresholds at 30th–80th percentiles; performance period 1/1/2024–12/31/2025 |
| Service‑vesting RSUs | 3/8/2024 | 41,715 | 724,172 | 25% vest at 1‑year anniversary; remainder quarterly over 3 years, subject to continued service |
| Market‑based RSAs (prior) | 1/3/2023 | 34,296 | 890,324 market/payout value at 12/31/2024 | TSR peer‑group condition; 0–200% payout over 1/1/2023–12/31/2024 |
| Service‑vesting RSAs (prior) | 1/3/2023 | 19,292 | 500,820 market value at 12/31/2024 | Quarterly vesting over remaining schedule, subject to service |
Option Exercises and Stock Vested
| Metric | 2023 | 2024 |
|---|---|---|
| Shares acquired on option exercise (#) | 938 | — |
| Value realized on option exercise ($) | 17,466 | — |
| Shares acquired on vesting (#) | 20,111 | 54,134 |
| Value realized on vesting ($) | 364,238 | 970,911 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jun 23, 2025) | 102,661 shares; less than 1% of outstanding; includes 2,144 shares issuable within 60 days via RS awards |
| Outstanding unvested equity (12/31/2024) | Service RSAs: 355 (8/9/2021), 7,302 (2/24/2022), 19,292 (1/3/2023), 41,715 (3/8/2024); Market‑based RSAs: 34,296 (1/3/2023 target), 41,715 (3/8/2024 target) |
| Anti‑hedging/pledging | Company prohibits executives from hedging or pledging company securities |
| Say‑on‑pay (2023) | 82.4% approval of votes cast |
Outstanding Equity Awards at December 31, 2024 (Troy Wichterman)
| Grant Date | Unvested Shares (#) | Market Value ($) | Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 8/9/2021 | 355 | 9,216 | — | — |
| 2/24/2022 | 7,302 | 189,560 | — | — |
| 1/3/2023 | 19,292 | 500,820 | 34,296 | 890,324 |
| 3/8/2024 | 41,715 | 1,082,921 | 41,715 | 1,082,921 |
Notes: Market values reflect $25.96 closing price on 12/31/2024 . 2024 service RSUs vest 25% at one year then quarterly over three years . 2024 market‑based RSUs vest 0–200% based on TSR percentile vs peer group (performance period 1/1/2024–12/31/2025) . 2023 market‑based RSAs had performance period 1/1/2023–12/31/2024 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective Nov 4, 2021; amended Jun 1, 2023 and Aug 15, 2023 |
| “Good reason” definition (summary) | Material breach; significant diminution of role; material pay/bonus reduction (not broad reductions); failure to assume agreement by successor; relocation >50 miles |
| Severance (termination without cause or resignation for good reason; outside CoC, modeled at 12/31/2024) | Base salary $472,000; accelerated vesting of equity $3,755,763; COBRA $22,714; total $4,250,477 |
| Severance (termination upon/within 12 months after CoC; modeled at 12/31/2024) | Base salary $472,000; 2024 annual cash incentive $249,216; accelerated vesting of equity $3,755,763; COBRA $22,714; total $4,499,693 |
| Tax gross‑ups | COBRA premiums include a tax gross‑up per employment agreements |
| Equity acceleration | Full vesting of all unvested equity upon qualifying termination (both outside CoC and within 12 months post‑CoC) |
| Trigger structure | Double‑trigger CoC severance (requires qualifying termination upon/within 12 months after CoC) |
Additional compliance note: Company disclosed late Section 16(a) Form 4 filings for Troy Wichterman on April 23, 2024 and September 18, 2024 (among several officers), indicating timing lapses in reporting .
Investment Implications
- Alignment and upside participation: High equity exposure via time‑based and market‑based RSUs, with TSR‑linked payout up to 200%, aligns incentives with shareholder returns; 2024 cash plan tied to revenue and Adjusted EBITDA drove meaningful improvement versus 2023 .
- Retention and termination economics: Generous acceleration of all unvested equity on termination (outside and within CoC) plus 12 months’ salary and COBRA (with tax gross‑up) reduces forfeiture risk; this may lessen retention pressure but implies potential overhang in a sale scenario due to broad acceleration .
- Trading/flow signals: Significant periodic RSU vesting (e.g., 54,134 shares vested in 2024) suggests potential supply around vest dates; absence of hedging/pledging mitigates alignment risks, but observed late Form 4s warrant monitoring for process discipline .
- Governance: Say‑on‑pay support (82.4%) and peer benchmarking near the 50th percentile indicate shareholder acceptance of pay design, with explicit prohibitions on hedging, pledging, and option re‑pricing .