Kim Kelderman

About Kim Kelderman

Kim Kelderman is President and CEO of Bio‑Techne (TECH) and a director since 2023. He became COO on Nov 1, 2023 and CEO on Feb 1, 2024, following Chuck Kummeth’s transition and retirement, and has an executive employment agreement with a three‑year initial term . Age 58 (2025 proxy) with a B.S. in Applied Sciences from Hogeschool Heerlen, Netherlands . Prior to TECH, he led businesses at Thermo Fisher Scientific and was a Senior Segment Leader at Becton Dickinson; at TECH he previously ran Diagnostics & Genomics, commercialized ExoDx Prostate, doubled spatial biology revenue (ACD), and executed Asuragen and Lunaphore acquisitions . 2025 pay‑versus‑performance disclosures note compensation was heavily at‑risk and aligned to organic revenue, adjusted EBITA, and rTSR; FY2023‑FY2025 performance grants paid 0%, while FY2025 annual corporate bonus achieved 128.1% payout on revenue/EBITA . Company TSR for FY2024 measured at 110.17 vs peer group TSR 131.47 in the pay‑vs‑performance table .

Past Roles

External Roles

Fixed Compensation

Notes:

• Employment Agreement: COO base $750,000; CEO base $900,000; target bonus 100% (COO) and 110% (CEO) .
• CEO 2025 pay mix: ~90% variable; ~50% performance‑based .

Performance Compensation

Summary Compensation Table Components

Annual Bonus Metrics and Weighting

Annual Bonus Achievement (FY2025)

Long‑Term Incentives (PSUs/RSUs) – Design and Results

Key Grant Details (select awards)

Equity Ownership & Alignment

Employment Terms

• Appointment and Agreement: COO effective Nov 1, 2023; CEO effective Feb 1, 2024; employment agreement dated Oct 17, 2023 with initial 3‑year term .
• Compensation under Agreement: COO salary $750,000; CEO salary $900,000. Target cash bonus: 100% of salary (COO); 110% (CEO). Grants at COO start: $750,000 time‑vested options (4‑year ratable vest) and $750,000 restricted stock (3‑year ratable vest). Performance targets amended pro‑rata to consolidated company goals .
• Severance & Change‑in‑Control:
  • Double‑trigger vesting and severance (termination upon or within 1 year after change‑in‑control): Kelderman entitled to two years of then‑current base salary; pro‑rated cash incentive based on higher of prior year target or year of change; full acceleration of outstanding equity; COBRA premiums for two years . Other NEOs receive 1 year multiples and 1 year COBRA .
  • Quantified potential payments: FY2019 cash severance $790,936; accelerated equity $5,226,080 . FY2020 cash $994,829; equity $5,700,197 . FY2021 cash $1,448,241; equity $20,669,725 . FY2022 cash $1,377,877; equity $8,082,800 . FY2024 cash $1,981,226; equity $4,154,480 . FY2025 cash $3,218,743; equity $7,523,894 .
• Clawback: Company‑wide recoupment policy updated FY2023; applies to current/former NEOs; triggers on any accounting restatement; recovery even absent misconduct; equity agreements allow recoupment; SEC/Nasdaq compliant .
• Perquisites: Security benefits for executives; CEO received services supporting security at personal residence. Reimbursement of supplemental life/disability insurance with tax gross‑up for those perqs; no golden parachute tax gross‑ups in agreements .

Board Governance (Director Service, Committees, Independence)

• Board Service: Director since 2023; only non‑independent nominee; Board size increased to 10 with his appointment .
• Independence and Dual Role: Not independent (management director); employees do not receive additional director compensation .
• Committee Roles: Proxy emphasizes committee refreshment in 2025 (e.g., Dr. Vessey Chair of Science & Technology; Dr. Klimovsky added to Nominations & Governance). Kelderman’s committee membership/chair roles are not listed; as management he typically provides insight to Board rather than serving on independent committees .
• Meetings & Executive Sessions: FY2023 Board met six times; each director attended at least 75% of Board and committee meetings; independent directors held four executive sessions without management, presided over by independent chair .
• Director Compensation Program (for non‑employees): Retainer $75,000; Board Chair +$120,000; Audit Chair +$25,000; Compensation Chair +$17,500; other committee chairs +$15,000; annual equity $200,000 (50% options, 50% restricted stock), pro‑rated for partial year; employees receive no additional compensation for Board service .
• Director Ownership Guidelines: Non‑employee directors must own ≥3x annual retainer within 5 years; as of FY2025, all independent directors met guidelines except Dr. Klimovsky and Dr. Herr (within time window) ; FY2024 all met except Dr. Klimovsky .

Compensation Structure Analysis

• Mix shifts and risk: CEO target compensation heavily variable (~90%); 50% performance‑based equity; inclusion of rTSR metric with a 100% payout cap if TECH’s TSR is negative to better align with shareholder experience .
• Metric rigor: Annual bonuses based on organic revenue and adjusted operating income/EBITA, with segment overlays where applicable; targets and payouts range 0–200%, indicating symmetric incentives. Performance RSUs include 3‑year organic revenue, adjusted EBITA, and rTSR; FY2023–FY2025 long‑term grants paid 0%, demonstrating downside sensitivity .
• Governance safeguards: Double‑trigger vesting, clawback, robust ownership requirements, no option repricing without shareholder approval, no hedging/limited pledging reduce misalignment risk .

Equity Awards, Vesting, and Insider Selling Pressure

Equity Ownership & Alignment Table (FY2025 year‑end)

Employment & Contracts Table

Director Service, Compensation, and Independence

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay approval: ~55% in 2021; ~62% in 2022; Compensation Committee undertook extensive shareholder engagement and redesigned program beginning FY2024; FY2025 support “much higher” per proxy .
• Governance best practices: pay for performance, double‑trigger vesting, robust ownership, no hedging/pledging, no option repricing without shareholder approval, clawback policy .

Risk Indicators & Red Flags

• 10b5‑1 plan to sell up to 97,700 shares between Dec 2024–Aug 2025 could create selling overhang; however plan trades have affirmative defense if executed under Rule 10b5‑1 and company policy .
• rTSR cap at 100% when TSR is negative prevents windfall payouts in down markets .
• No golden parachute tax gross‑ups; but perquisite insurance reimbursements include tax gross‑ups (limited scope) .

Performance & Track Record

Compensation Committee Analysis

• Members (FY2025): Julie Bushman (Chair), Robert Baumgartner, Joseph Keegan, Rupert Vessey .
• Independent consultants used; risk mitigation review; consideration of adding ROIC metric; continued alignment with long‑term value creation .

Related Party Transactions

• 2018 appointment disclosed no transactions in which Kelderman had a direct or indirect material interest .

Expertise & Qualifications

• 30+ years in life science tools; leadership at Thermo Fisher and BD; CEO and segment leadership at TECH; education B.S. Applied Sciences; governance experience on public and private boards .

Fixed Compensation Table (Detail)

Performance Compensation Table (Detailed)

Investment Implications

• Alignment: High at‑risk mix and multi‑year performance RSUs with rTSR cap suggest stronger pay‑for‑performance discipline; the 0% payout on FY2023‑FY2025 grants reduces windfall risk and indicates rigorous hurdles .
• Liquidity overhang: The 10b5‑1 plan to sell up to 97,700 shares into Aug 2025 plus ongoing vesting/exercise activity can create near‑term selling pressure; however, plan trades adhere to policy and provide transparency .
• Retention/CoC economics: Double‑trigger with 2x salary for CEO and full equity acceleration under CoC provide meaningful protection; quantified FY2025 CoC cash $3.2M and equity $7.5M imply moderate change‑in‑control costs relative to role size .
• Governance quality: Independent chair, executive sessions, robust ownership rules, no hedging/limited pledging, clawback policy, and no option repricing without shareholder approval support investor confidence in compensation oversight .