James Hippel
Executive Vice President – Finance and Chief Financial Officer at TECH
Executive
About James Hippel
James Hippel, 54, is Executive Vice President and Chief Financial Officer of Bio‑Techne (TECH), serving as CFO since April 1, 2014. He previously held senior finance roles at Mirion Technologies (SVP & CFO), Thermo Fisher Scientific (VP Finance), Honeywell International, and began his career at KPMG. As CFO, he signs the Sarbanes‑Oxley 302/906 certifications, evidencing stewardship over disclosure controls and internal control over financial reporting . Company performance in FY2025 exceeded enterprise revenue and EBITA targets, producing a 128.1% bonus payout for corporate goals; FY2023‑FY2025 performance share awards paid 0% based on three‑year targets, indicating a tougher performance regime and alignment emphasis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mirion Technologies | SVP & CFO | — | — |
| Thermo Fisher Scientific | VP Finance | — | — |
| Honeywell International | Finance roles | — | — |
| KPMG LLP | Early career | — | — |
External Roles
No public company directorships or external board roles disclosed for Hippel in the referenced filings .
Fixed Compensation
Multi-year compensation for James Hippel (fiscal years ended June 30):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 668,430 | 695,167 | 723,000 |
| Stock Awards ($) | 687,601 | 2,112,272 | 4,453,020 |
| Option Awards ($) | 2,062,485 | 2,165,618 | 907,273 |
| Non‑Equity Incentive Plan Compensation ($) | 13,520 | 218,978 | 926,163 |
| All Other Compensation ($) | 9,834 | 10,597 | 17,926 |
| Total ($) | 3,441,870 | 5,202,632 | 7,027,382 |
Annual bonus design and target for FY2025:
- Base salary: $723,000; Target annual incentive: 100% of base salary ($723,000)
- Company-wide metrics: 50% Organic Revenue, 50% Adjusted EBITA for CFO
Performance Compensation
Annual Cash Bonus (FY2025)
| Component | Weighting | Threshold | Target | Maximum | Actual Payout | Bonus Paid ($) |
|---|---|---|---|---|---|---|
| Organic Revenue (Company) | 50% | $1,106.8M (50%) | $1,190.1M (100%) | $1,250.0M (200%) | 128.1% of target | 926,163 |
| Adjusted EBITA (Company) | 50% | $343.8M (50%) | $373.7M (100%) | $403.6M (200%) | 128.1% of target | 926,163 |
Notes:
- CFO’s annual bonus was based entirely on enterprise organic revenue and adjusted EBITA, with payout determined by achievement against preset financial targets; 2025 corporate results exceeded targets .
Long‑Term Incentive Compensation (FY2025 grants)
| Grant Type | Grant Date | Shares / Units | Fair Value ($) | Metric & Weighting | Vesting | Term / Strike |
|---|---|---|---|---|---|---|
| Stock Options (time-based) | 8/15/2024 | 32,417 | 907,273 | — | 25% per year over 4 years; 10‑year term | $74.91; Exp. 8/15/2034 |
| RSUs (time-based) | 8/15/2024 | 12,031 | 901,242 | — | 33% per year over 3 years | — |
| PSUs (performance-based) | 8/15/2024 | Target 26,869; Threshold 13,435; Max 40,304 | 2,012,782 | 40% Organic Revenue, 35% Adjusted EBITA, 25% rTSR; 3‑year performance period to FY2027 | Cliff after FY2027 if goals met | — |
| RSUs (one‑time award for admin error) | 11/01/2024 | 34,634 | 2,608,287 | — | Equal installments over 3 years | — |
Performance‑vesting outcome FY2023‑FY2025 cycle:
- Three-year performance vesting awards scheduled to vest Aug 2025 paid 0% across NEOs based on results versus targets; rTSR metric was not included in that cycle (introduced starting FY2024) .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership | 588,797 shares; 0.4% of outstanding |
| Directly held | 129,883 shares |
| Vested but unexercised options | 458,914 shares |
| Stock ownership guidelines | Executives: 3x base salary; CEO: 6x |
| Compliance status | Proxy identifies four executives not in compliance; Hippel is not listed among them (implies compliance) |
| Anti‑hedging/anti‑pledging | Hedging prohibited; pledging generally prohibited except with prior approval and ability to repay without resorting to pledged securities |
2025 outstanding equity awards (selected option grants; exercisable/unexercisable and expirations):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 08/08/2018 | 72,264 | — | $44.33 | 08/08/2025 |
| 08/07/2019 | 106,324 | — | $47.60 | 08/07/2026 |
| 08/05/2020 | 57,440 | — | $66.97 | 08/05/2027 |
| 08/06/2021 | 30,404 | 10,132 | $120.46 | 08/06/2028 |
| 08/15/2022 | 22,612 | 22,608 | $94.52 | 08/15/2029 |
| 08/15/2023 | 11,481 | 34,442 | $84.61 | 08/15/2030 |
| 11/01/2023 | — | — | $52.83 (count shown in RSUs table; options count listed separately for CEO; CFO line shows RSUs) | 11/01/2030 |
| 02/01/2024 | 12,973 | 38,917 | $68.54 | 02/01/2031 |
| 08/15/2024 | — | 32,417 | $74.91 | 08/15/2034 |
Unvested RSUs and PSUs at FY2025 year‑end:
- RSUs outstanding: 13,159 (11/1/2023) ; 12,031 (8/15/2024) ; 34,634 (11/1/2024)
- PSUs (unearned) outstanding: 40,304 (8/15/2024)
Insider selling/vesting pressure indicators (FY2025):
| Activity | Shares | Value Realized ($) |
|---|---|---|
| Option exercises | 88,000 | 4,285,221 |
| Stock awards vested (RSUs/restricted stock) | 13,159 | 991,004 |
Employment Terms
- CFO tenure: April 1, 2014 to present
- Severance (non‑change‑of‑control): If terminated without cause or resigns for good reason, 1 year of base salary (for NEOs)
- Change‑of‑control: Double‑trigger vesting; for NEOs, 1 year of base salary plus pro‑rated cash incentive (higher of prior year target or year of CoC target), accelerated vesting of all outstanding equity, and 1 year COBRA premiums; CEO receives 2 years
- Quantified amounts (as of June 30, 2025):
- Non‑CoC cash severance: $723,000
- CoC cash severance: $1,675,503
- Value of accelerated equity awards (assumes $51.45 stock price): $6,426,362
- Clawback: Policy covers current/former NEOs for any restatement causing overpayment; recovery does not require misconduct; SEC/Nasdaq compliant
- Anti‑hedging/anti‑pledging: Hedging prohibited; pledging restricted as described above
- Tax gross‑ups: No golden parachute tax gross‑ups in executive agreements; however, reimbursement for supplemental life/disability insurance includes reasonable tax gross‑up for taxes incurred
Say‑On‑Pay & Shareholder Feedback
- FY2025 Say‑on‑Pay vote (non‑binding advisory): For 100,792,824; Against 39,025,321; Abstain 1,009,414
- Compensation program changes and engagement: Committee emphasized pay‑for‑performance, added rTSR to PSUs (from FY2024), and conducted extensive shareholder engagement; independent consultants used; no option repricing without shareholder approval
Performance & Track Record
- FY2025 corporate performance yielded 128.1% payout for corporate bonus metrics (revenue and EBITA), underscoring execution despite industry headwinds
- FY2023‑FY2025 PSU cycle paid 0%, reflecting stringent long‑term targets and alignment to outcomes
- CFO commentary highlights disciplined capital allocation (10b5‑1 buyback plan), portfolio focus (exosome exit), margin expansion initiatives (~100 bps target), and a professionalized corporate development process targeting accretive M&A
Compensation Structure Analysis
- Mix shift: 50% of target LTI in performance‑based RSUs; remaining 50% split evenly between options and RSUs; multi‑year vesting emphasizes retention and long‑term value creation
- Cash vs equity: FY2025 equity values increased (Stock Awards $4.45M) versus prior years, with options fair value down versus FY2024, indicating higher RSU weighting and performance focus
- Performance rigor: 0% PSU payout for FY2023‑FY2025 cycle and rTSR addition from FY2024 signal tougher performance hurdles
- Award correction: One‑time RSU grant of 34,634 due to administrative error replacing inadvertently forfeited options; vests over 3 years; control/process remediation implied by disclosure
Risk Indicators & Red Flags
- Zero PSU payout (FY2023‑FY2025): Could pressure retention for performance‑oriented executives but supports pay‑for‑performance discipline
- Administrative error in stock plan leading to forfeiture and one‑time RSU grant: Governance/process oversight watchpoint
- Significant option exercises in FY2025 (88,000 shares; $4.29M value realized): Potential selling pressure around expirations and liquidity events; monitor Form 4s
- Anti‑pledging policy mitigates alignment risks; no golden parachute tax gross‑ups
Equity Ownership & Alignment Compliance
- Ownership guideline: 3x salary for executives; proxy notes non‑compliance for four executives, not including Hippel; implies Hippel meets guideline
- Beneficial ownership under 1% (0.4%): Typical for CFOs of mid/large caps; option leverage significant via vested/unexercised options
Investment Implications
- Strong pay‑for‑performance alignment with measurable corporate metrics (organic revenue, adjusted EBITA, rTSR), and double‑trigger CoC protections reduce windfall risk; FY2025 bonus at 128.1% reflects execution .
- Retention outlook: Multi‑year performance RSUs and sizeable unvested awards (including 2024 PSU/RSU grants) incentivize continuity; watch for near‑term option expirations (2018/2019/2020 vintages) and associated Form 4 activity .
- Governance quality: Clawback policy compliance, anti‑hedging/pledging, shareholder engagement, and no golden parachute gross‑ups support investor confidence; administrative equity error was transparently remedied via a one‑time RSU grant .
- Trading signals: CFO buyback posture and margin expansion focus indicate capital discipline; monitor estimate revisions and insider transactions around vesting dates and option expirations for timing signals .