Julie Bushman

About Julie Bushman

Julie L. Bushman, age 64, has served as an independent director of Bio‑Techne since 2020. She retired from 3M Corporation in 2020 after a 37‑year career, most recently as Executive Vice President of International Operations; prior roles included Senior Vice President of Business Transformation & IT, Executive Vice President of Safety & Graphics, Division Vice President of the Occupational Health & Environmental Safety Division, and Chief Information Officer . She holds a Bachelor of Science from the University of Wisconsin‑River Falls and brings deep global operations, digital, CIO and cybersecurity expertise relevant to Bio‑Techne’s international expansion and systems integration .

Past Roles

External Roles

Board Governance

• Independence: Independent director; director since 2020; serves on Audit Committee and chairs the Compensation Committee .
• Committee assignments: Audit Committee member (8 meetings in FY2025; average attendance 100%); Compensation Committee Chair (5 meetings in FY2025; average attendance 90%) .
• Board structure and practices: Independent Chair of the Board (Robert V. Baumgartner); majority voting in uncontested elections; annual say‑on‑pay; proxy access; shareholders may call special meetings; prohibition on hedging/pledging; robust stock ownership requirements; clawback provisions; independent consultants; shareholder approval required to reprice equity .
• Engagement and executive sessions: Management met with representatives of 80% of shareholders during FY2025; independent directors held four executive sessions; all directors attended the October 2024 Annual Meeting .
• Audit oversight: As Audit Committee member, Bushman joined the committee’s report recommending inclusion of audited financials in the FY2025 Form 10‑K and reappointment of KPMG for FY2026 .

Fixed Compensation

The director compensation program has not changed since 2020 .

Performance Compensation

Director Stock Ownership Guidelines: Non‑employee directors must own stock equal to 3x their annual retainer within five years; all independent directors met requirements as of June 30, 2025 except Dr. Klimovsky and Dr. Herr (each has five years from appointment) .

Compensation Committee design signals under Bushman’s chairmanship:

• Introduced a relative TSR metric constituting 25% of three‑year performance‑vesting incentive for executives starting FY2024; added a 100% payout cap when Bio‑Techne’s TSR is negative to strengthen pay‑for‑performance alignment .
• Acknowledged overlap between short‑ and long‑term metrics; initiated a one‑year bench test of new enterprise performance goals for FY2026 for evaluation ahead of potential FY2027 implementation .
• FY2023 three‑year performance‑vesting grants for executives paid 0% based on performance vs. goals (rTSR not part of FY2023 grants), reinforcing discipline in long‑term incentives .

Other Directorships & Interlocks

Expertise & Qualifications

• Global operations leadership with extensive international experience; deep digital/IT and CIO background supporting cybersecurity oversight as Bio‑Techne scales globally .
• Governance credentials from service on two other public company boards and multiple committee roles, including chairing compensation at Phillips 66 and Bio‑Techne .

Equity Ownership

• As of June 30, 2025, Bushman held options to purchase 20,912 shares; directors receive annual grants and may hold accumulated options from prior years .
• Executives and directors as a group beneficially owned 1.3% of shares outstanding as of September 2, 2025 .

Governance Assessment

• Strengths: Independent director with relevant IT/cybersecurity and global operations expertise; chairs the Compensation Committee and serves on Audit; independent Board Chair; robust governance policies including anti‑hedging/anti‑pledging, stock ownership guidelines, clawback, and shareholder‑friendly rights (proxy access, majority voting) .
• Pay‑for‑performance credibility: Under Bushman’s chairmanship, the Compensation Committee added rTSR with a downside cap when TSR is negative, and executive three‑year performance awards paid 0% for the FY2023 cycle, signaling discipline and alignment with shareholder outcomes .
• Attendance and engagement: Compensation Committee average attendance was 90% across five meetings; Audit Committee average attendance was 100% across eight meetings; independent directors held four executive sessions; management conducted broad shareholder outreach (80% of holders) with director participation .
• Conflicts and related‑party exposure: No related‑party transactions requiring disclosure since the beginning of the last fiscal year; Insider Trading Policy prohibits hedging, short‑term derivatives, margin accounts, and generally pledging (only permitted with prior approval and demonstrated repayment capacity), reducing alignment risks .

RED FLAGS

• None disclosed related to Bushman: no related‑party transactions; strong anti‑hedging/anti‑pledging policy; ownership guideline compliance indicated at the board level (exceptions are newly appointed directors) .
• Watch items: Committee‑level average attendance at 90% for Compensation suggests occasional absences at the committee level; the Committee is actively monitoring metric overlap and testing enterprise goals, which warrants continued investor attention to program design evolution .