Joseph Keegan
Director at TECH
Board
About Joseph D. Keegan
Independent director of Bio-Techne (TECH) since 2017; age 72. Keegan holds a Ph.D. in Physical Chemistry from Stanford University and brings extensive life-science tools and diagnostics leadership experience, including CEO roles at ForteBio (2007–2012) and Molecular Devices (1998–2007), with prior leadership at Becton Dickinson, Leica Inc., and GE Medical Systems . He is currently a director and advisor to Interpace Diagnostics and has chaired or served on boards of Halo Labs, Carterra, Arrayjet, Nuclera, and Biolog .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ForteBio, Inc. | President & CEO | 2007–2012 | Life science tools leadership; diagnostics focus |
| Molecular Devices Corporation | President & CEO | 1998–2007 | Instrumentation and life-science tools |
| Becton Dickinson | Leadership roles | Not disclosed | Diagnostics products exposure |
| Leica, Inc. | Leadership roles | Not disclosed | Imaging/medical systems |
| GE Medical Systems | Leadership roles | Not disclosed | Healthcare technology |
External Roles
| Organization | Role | Tenure | Public Company? | Notes |
|---|---|---|---|---|
| Interpace Diagnostics | Director and advisor | Since 2016 | Yes | Current public board |
| Halo Labs | Executive Chair | Not disclosed | Not disclosed | Life science tools board role |
| Carterra | Executive Chair | Not disclosed | Not disclosed | Life science tools board role |
| Arrayjet | Non-Executive Chairman | Not disclosed | Not disclosed | Life science tools board role |
| Nuclera | Director | Not disclosed | Not disclosed | Life science tools board role |
| Biolog | Director | Not disclosed | Not disclosed | Life science tools board role |
Board Governance
- Independence: Independent director; director since 2017; age 72 .
- Committees: Compensation Committee member; Nominations and Governance Committee member .
- Committee activity (FY2025): Compensation Committee met 5 times, average attendance 90% ; Nominations and Governance Committee met 4 times, average attendance 100% .
- Board meetings and attendance (FY2025): Board met 7 times; each director attended at least 85% of Board meetings; average attendance 96% .
- Executive sessions: Four executive sessions of independent directors in FY2025 .
- Limits on other boards: Independent directors capped at four other public boards; currently no director serves on more than two other public boards .
- Related-party transactions: None requiring disclosure since the beginning of the last fiscal year .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for non-employee directors |
| Chair fees | $0 | Not a chair; chair fees: Audit $25,000; Compensation $17,500; other committees $15,000 |
| Meeting fees | $0 | No meeting fees; expenses reimbursed |
| All other compensation | $481 | Dividends on restricted shares; excluded from grant-date fair value |
| Total cash + other | $75,481 | Sum of retainer and dividends |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Joseph Keegan, Ph.D. | $75,000 | $99,957 | $99,984 | $481 | $275,422 |
Performance Compensation
- Director equity program mechanics (FY2025): Annual equity grant valued at $200,000, split 50% restricted stock and 50% stock options; options carry a 10-year term and an exercise price equal to the fair market value on the grant date; awards vest upon the earlier of one year from grant or next annual meeting; pro-rated grants for directors joining mid-year .
- FY2025 grant specifics: Restricted stock grants at 1,462 shares at $68.37 per share grant-date market value; stock option awards of 3,511; as of June 30, 2025, each non-employee director (except Dr. Herr) held 1,462 unvested restricted shares .
- Performance linkage: Director compensation is not tied to operational performance metrics; equity is time-vested for alignment rather than pay-for-performance .
| Equity Component | FY2025 Grant Detail | Vesting | Valuation/Terms |
|---|---|---|---|
| Restricted Stock (RS) | 1,462 shares for each non-employee director (incl. Keegan) | Earlier of 1-year or next annual meeting | Grant-date market value $68.37/share |
| Stock Options | 3,511 options for each non-employee director (incl. Keegan) | Standard director vesting; 10-year term | Exercise price = fair market value on grant date |
| FY2025 Equity Mix | 50% RS / 50% Options | Time-based | Target grant value $200,000 |
Note: As a Compensation Committee member, Keegan oversaw executive compensation design changes including a relative TSR (rTSR) metric set at 25% of the long-term incentive and a 100% cap if TSR is negative, indicating responsiveness to shareholder feedback . The FY2023 executive performance-vesting awards (no rTSR) paid 0% at August 2025 vesting, reinforcing rigor; this pertains to executive pay, not director compensation .
Other Directorships & Interlocks
| Company | Role | Start Year | Interlock/Conflict Notes |
|---|---|---|---|
| Interpace Diagnostics | Director and advisor | 2016 | Only one current public board disclosed; no related-party transactions reported at Bio-Techne |
Expertise & Qualifications
- Deep life-sciences tools and diagnostics leadership, including two prior CEO tenures, providing customer/product insight and strategic operating expertise .
- Board-level experience across public and private companies; governance exposure in compensation and nominations functions .
- Ph.D. in Physical Chemistry, Stanford University; technical grounding relevant to Bio-Techne’s science and technology oversight needs .
Equity Ownership
| As of Sept 2, 2025 | Shares Held Directly | Vested Options (Unexercised) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Joseph Keegan, Ph.D. | 13,771 | 47,604 | 61,375 | 0.0% (of 155,691,017) |
- Unvested RS: 1,462 shares held as of June 30, 2025 .
- Stock ownership guidelines: Non-employee directors must hold ≥3x annual retainer within five years; all independent directors met requirements as of June 30, 2025 except Klimovsky and Herr—Keegan met the guideline .
- Hedging/pledging: Hedging prohibited; pledging only with prior approval and demonstrable ability to repay without pledged securities; margin accounts prohibited .
Governance Assessment
- Board effectiveness: Keegan is an engaged, independent director serving on Compensation and Nominations & Governance—committees central to pay design, leadership development, board refreshment, and governance standards; committee attendance averages (Comp 90%, N&G 100%) and Board attendance (≥85%, average 96%) support effective oversight .
- Alignment and incentives: Director pay is balanced (cash $75k, equity $200k time-based split), with strong ownership guidelines and anti-hedging/pledging/clawback frameworks enhancing shareholder alignment .
- Conflicts and related-party risk: No related-party transactions requiring disclosure in the last fiscal year; other external roles are primarily in life-science tools with no identified interlocks affecting Bio-Techne customers/suppliers in the proxy; oversight of conflicts resides with N&G committee (where Keegan is a member) .
- Signals: Compensation Committee’s adoption of rTSR with a negative TSR cap indicates responsiveness to shareholder feedback; FY2023 0% executive PSU payout underscores rigor in performance calibration—these are positive governance signals under Keegan’s committee tenure .
Red Flags
- None disclosed for Keegan regarding related-party transactions, hedging/pledging, or attendance. Monitor private board roles for potential transactions with Bio-Techne; N&G Committee policy and annual review mitigate this risk .