Judith Klimovsky
Director at TECH
Board
About Judith Klimovsky
Judith Klimovsky, M.D., age 68, is an independent director of Bio‑Techne (TECH), serving since 2024 and currently sits on the Nominations & Governance and Science & Technology committees. She is Executive Vice President and Chief Development Officer at Genmab and previously held senior clinical development roles at Novartis Oncology, plus leadership roles at Merck & Co. and Bristol‑Myers Squibb; she holds an M.D. from the Universidad de Buenos Aires . She was appointed to the Board on April 24, 2024 and determined independent, with standard non‑employee director compensation . In FY2025, the Board met seven times; each director attended at least 85% of meetings (average 96%), and independent directors held four executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genmab A/S | EVP & Chief Development Officer | 2017–present | Built R&D team from under 20 to over 500; commercialized multiple products through development and regulatory approval |
| Novartis Oncology (Novartis AG) | SVP & Global Head, Oncology Clinical Development | Not disclosed | Senior global clinical & research leadership |
| Merck & Co. | Regional Medical Director, Latin America | Not disclosed | Regional medical leadership |
| Bristol‑Myers Squibb | R&D roles | Not disclosed | Increasing responsibility in R&D |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bellicum Pharmaceuticals | Director (public company) | 2018–2023 | Board service; committee roles not disclosed |
Board Governance
- Committee assignments: Member, Nominations & Governance (added in 2025); Member, Science & Technology (S&T) .
- Chair roles: None (N&G chaired by Alpna Seth; S&T chaired by Rupert Vessey as of Oct 30, 2025) .
- Independence: Board determined all non‑employee directors (including Klimovsky) are independent .
- Attendance and engagement:
- Board meetings FY2025: 7; each director attended at least 85%; average attendance 96% .
- Executive sessions (independent directors): 4 in FY2025; presided by independent Chair Robert V. Baumgartner .
- Committee activity: N&G met 4 times (avg. attendance 100%); S&T met 2 times (avg. attendance 100%) .
- AI oversight: Board formally assigned AI applications and risk oversight to the S&T Committee in FY2025, where Klimovsky is a member .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash retainer | $75,000 | Standard non‑employee director annual retainer |
| Committee chair fees | $0 | Not a chair of Audit/Comp/N&G/S&T (chairs disclosed) |
| Meeting fees | $0 | Company does not pay meeting fees; reimburses reasonable expenses |
| Stock awards (restricted stock) | $99,957 | 1,462 restricted shares at $68.37 grant‑date value; vests at earlier of one year from grant or next annual meeting |
| Option awards | $99,984 | 3,511 options; 10‑year term; exercise price = FMV at grant; vests as above |
| All other compensation | $405 | Dividends paid on restricted share awards |
| Total | $275,346 | Sum of cash and equity grant‑date fair values |
Program structure reference:
- Annual director equity grant valued at ~$200,000 (50% options, 50% restricted stock) based on closing price at most recent annual meeting; time‑based vesting as above .
Performance Compensation
| Metric | Use in Director Pay | Details |
|---|---|---|
| Performance‑based metrics (Revenue, EBIT/EBITDA, TSR, ESG) | Not used | Director equity grants are time‑based (restricted stock and options) with vesting at one year or next annual meeting; no performance metrics apply to director pay |
| Option term / vesting | Time‑based | Options carry a 10‑year term and are granted at FMV on grant date; vest time‑based alongside annual director grants |
| RSU/Restricted stock vesting | Time‑based | Annual restricted stock vests time‑based per program |
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes | |---|---|---| | Bellicum Pharmaceuticals | Director | 2018–2023 | No interlocks or conflicts with Bio‑Techne disclosed |
Expertise & Qualifications
- Deep scientific and medical background; executive leadership across global biopharma and clinical development (Genmab, Novartis) .
- Proven product development and lifecycle management; scaled R&D organizations materially (from <20 to >500) .
- International experience (Latin America, global clinical roles); strong fit for Board oversight of innovation and AI .
- Education: M.D., Universidad de Buenos Aires .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,263 shares; 0.0% of outstanding | Includes shares and vested options; each individual owns <1% |
| Directly held shares | 2,142 | As disclosed in beneficial ownership footnote |
| Vested but unexercised options | 5,121 | Count of vested options held |
| Unvested restricted stock (as of 6/30/25) | 1,462 | Annual grant; unvested at year‑end |
| Stock ownership guideline | 3× annual retainer within 5 years | All independent directors met guidelines except Klimovsky and Herr (both on standard 5‑year compliance clock) |
| Hedging/pledging | Prohibited (hedging); pledging restricted | Prohibition on hedging and pledging by directors; limited exceptions for pledging require GC approval and ability to repay without pledged securities |
Governance Assessment
-
Strengths:
- Independent director with relevant scientific and clinical development expertise; engaged on S&T committee overseeing AI applications and risks, a frontier governance area .
- Board‑level attendance strong; seven meetings with at least 85% attendance by each director, plus regular independent executive sessions, indicating active oversight .
- No related‑party transactions requiring disclosure since the beginning of the last fiscal year; her appointment 8‑K also confirmed no Item 404(a) transactions, reducing conflict risk .
- Director pay structure is standard, time‑based, with reasonable annual retainer and balanced equity mix; no meeting fees or unusual perquisites .
-
Watch items / potential red flags:
- Ownership guideline not yet met as of June 30, 2025; however, she has five years from appointment to achieve 3× retainer, which is typical for new directors .
- Dual role as Genmab EVP/CDO may require heightened recusal if Bio‑Techne enters material transactions involving Genmab or competing interests; currently, Company reports no related party transactions .
-
Overall view:
- Klimovsky’s domain expertise and committee placement support Board effectiveness in science/innovation oversight, including AI risk. Absence of related party transactions and robust trading/ownership policies bolster investor confidence; monitor ownership guideline progression and any future intercompany interactions with Genmab .