Thierry Bernard
NEOGENAbout Thierry Bernard
Thierry L. Bernard, age 60, is an independent Class II director of Neogen (NEOG) since 2024; he was appointed effective November 1, 2024, with a current term running through the 2028 annual meeting . He is CEO and Managing Director of QIAGEN N.V. (public company) and previously spent 15 years at bioMérieux SA in senior roles; his disclosed skills include global operations, executive leadership, M&A, sales/marketing, regulatory, and international experience . The Board determined he is independent under Nasdaq rules; all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QIAGEN N.V. | Chief Executive Officer; Managing Board member | Joined 2015; CEO since March 2020; Managing Board since 2021 | Leads a global diagnostics franchise; governance-level leadership at a public company |
| bioMérieux SA | Corporate VP, Global Commercial Operations, IR, Greater China; prior roles over 15 years | ~15 years (prior to 2015) | Senior P&L and international leadership in diagnostics |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| QIAGEN N.V. (NYSE: QGEN) | CEO; Managing Board | CEO since 2020; Managing Board since 2021 | Public company executive and board-level role |
| AdvaMedDx (industry association) | Chair, Board of Directors | March 2023 | Diagnostics industry trade association leadership |
| Neogen Corporation (Nasdaq: NEOG) | Independent Director | Nov 1, 2024 | Appointed effective Nov 1, 2024; Board confirmed independence |
Board Governance
- Independence: Independent director under Nasdaq standards; Board states all directors other than the CEO are independent .
- Committee assignments (FY2025 structure):
- Compensation Committee – Member; 6 meetings in FY2025; Chair: Dr. Catherine Woteki .
- Governance Committee – Member; 4 meetings in FY2025; Interim Chair: James C. Borel .
- Board leadership and executive sessions: Board Chair is James C. Borel; independent directors meet in executive session at least quarterly .
- Attendance: Board held 7 meetings; committees held 19 meetings in FY2025. Each director attended more than 75% of total Board and committee meetings; all directors on the Board in Oct 2024 attended the 2024 annual meeting .
- Term/class: Class II director; term to 2028 .
Fixed Compensation
NEOG Director Pay Structure (FY2025):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (Board) | $55,000; Board Chair receives an additional $55,000 |
| Committee membership fees | $7,500 annually for Governance, Compensation, and Science/Technology/Innovation; $10,000 for Audit |
| Committee chair fees | Additional $7,500 for Governance, Compensation, and Science/Technology/Innovation; $10,000 for Audit |
| Equity compensation | $165,000 total per director, split equally between RSUs and non-qualified options; 3-year ratable vesting; options have 7-year term; grant price at closing price on grant date |
Thierry Bernard – FY2025 Director Compensation:
| Metric | FY2025 |
|---|---|
| Fees Earned or Paid in Cash | $64,167 |
| Stock Awards (grant-date fair value) | $81,150 |
| Option Awards (grant-date fair value) | $81,150 |
| Total | $226,467 |
Performance Compensation
- Non-employee directors do not have performance-based cash incentives. Annual equity awards (RSUs and options) vest ratably over three years; option term seven years; grants at closing price on grant date .
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Interlock/Conflict Notes |
|---|---|---|---|
| QIAGEN N.V. | CEO; Managing Board | Public | Sector overlap (diagnostics) but NEOG discloses no related-party transactions in FY2025 |
| AdvaMedDx | Chair | Association | Trade association leadership; not a related party transaction |
- NEOG disclosed no related-party transactions in FY2025; the Audit Committee must approve any such transactions .
Expertise & Qualifications
- Disclosed Board-relevant skills: Logistics, Global Sourcing & Operations; Executive Leadership; Mergers & Acquisitions; Sales & Marketing; Regulatory; International .
- Diagnostics leadership background (QIAGEN CEO; prior bioMérieux senior roles) supports oversight of NEOG’s Food Safety and diagnostics positioning .
Equity Ownership
Beneficial Ownership (as of August 26, 2025):
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total | % Outstanding |
|---|---|---|---|---|
| Thierry L. Bernard | — | — | — | <1% |
Outstanding Director Equity Awards (as of May 31, 2025):
| Award Type | Count |
|---|---|
| RSUs Outstanding | 5,620 |
| Option Awards Outstanding | 17,207 |
Ownership Policy and Restrictions:
- Non-employee directors must hold stock valued at 5x annual cash retainer; stock counted includes unvested RSUs but excludes options/unenearned PSUs; directors not yet compliant may sell no more than 25% of vested shares .
- Anti-hedging/anti-pledging policy prohibits hedging and pledging without specific approvals; reinforces alignment; no pledges disclosed .
Governance Assessment
- Independence and committee fit: Bernard is independent and serves on Compensation and Governance—aligned with his executive and international operating experience .
- Attendance and engagement: Board met 7 times and committees 19 times in FY2025; all directors exceeded 75% attendance and attended the 2024 annual meeting, indicating baseline engagement .
- Compensation oversight risk and response: 2024 Say-on-Pay failed (48.8% support), elevating scrutiny of the Compensation Committee on which Bernard serves; in response, NEOG added PSUs to FY2026 LTI tied to Revenue CAGR, Adjusted EBITDA margin expansion, and FCF conversion with a relative TSR modifier, and increased ICP disclosure—constructive governance response .
- Alignment and pay restraint: Director pay follows a balanced cash/equity mix with three-year vesting; no related-party transactions; anti-hedging/pledging policy in place—positive alignment signals .
- Ownership alignment: As of Aug 26, 2025, Bernard had no beneficially owned shares within 60 days, though he holds outstanding RSUs/options from standard director grants; policy requires building holdings to 5x retainer over time—monitor for progress toward guideline compliance .
Appendices
Board and Committee Structure (FY2025):
| Body | Chair | Members | Meetings FY2025 |
|---|---|---|---|
| Compensation Committee | Dr. Catherine E. Woteki | T. Bernard; W.T. Boehm; J.D. Capello; R.A. Rodriguez | 6 |
| Governance Committee | J.C. Borel (interim) | T. Bernard; R.D. Green; A. Gupta | 4 |
| Audit Committee | W.T. Boehm | J.C. Borel; J.D. Capello; A.F. Wainer | 8 |
| Science, Technology & Innovation | R.D. Green | A. Gupta; R.A. Rodriguez; A.F. Wainer; C.E. Woteki | 1 |
Say-on-Pay and Shareholder Feedback:
- 2024 Say-on-Pay voting result: For 96,518,858; Against 101,431,438; Abstain 677,525; Broker non-vote 6,569,613; not approved .
- 2025 CD&A notes 48.8% support in 2024 and lists outreach and program changes (PSUs with multi-year metrics and enhanced ICP disclosure) .