Julie Bushman
Director at TECH
Board
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Corporation | EVP International Operations; SVP Business Transformation & IT; EVP Safety, Security & Protection Services; EVP Safety & Graphics; Division VP, Occupational Health & Environmental Safety; Chief Information Officer | 1983–2020 | Led global operations and large‑scale digital/IT programs; provides board‑level expertise in IT/cybersecurity and operations |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Adient plc | Independent Director | Since 2016 | Audit; Compensation |
| Phillips 66 | Independent Director | Since 2018 | Chair, Human Resources & Compensation; Member, Nominations & Governance; Public Policy & Sustainability; Executive Committee |
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
| Component | Policy Detail | FY2025 Amount (Julie) |
|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 | $75,000 |
| Compensation Committee Chair fee | $17,500 | $17,500 |
| Meeting fees | None (no additional fees for attendance) | $0 |
| Total cash fees | Paid monthly; pro‑rated for partial years | $92,500 |
The director compensation program has not changed since 2020 .
Performance Compensation
| Equity Component | Program Terms | FY2025 Grant (Julie) | Vesting |
|---|---|---|---|
| Restricted Stock | Annual equity grant valued at $200,000, split 50% RS and 50% options (value based on closing price at most recent annual meeting) | 1,462 RS shares; grant‑date fair value $99,957 at $68.37/share | RS vests at earlier of one year from grant or next annual meeting |
| Stock Options | 10‑year term; exercise price = fair market value on grant date; 50% of annual equity value | 3,511 options; grant‑date fair value $99,984 | Per plan terms; options outstanding and exercisable disclosed separately |
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
| Company | Sector | Role and Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Adient plc | Auto parts (seating) | Director; Audit; Compensation | No related‑party transactions requiring disclosure since start of last fiscal year |
| Phillips 66 | Energy (midstream/downstream) | Director; Chair HR & Compensation; Member N&G, Public Policy & Sustainability, Executive | No related‑party transactions requiring disclosure since start of last fiscal year |
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
| Holder | Total Beneficial Ownership | Direct Shares | Options (vested but unexercised) | % of Outstanding |
|---|---|---|---|---|
| Julie L. Bushman | 28,047 | 7,135 | 20,912 | 0.0% |
- 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 .