Matthew McManus
President – Diagnostics and Spatial Biology at TECH
Executive
About Matthew McManus
Dr. Matthew F. McManus, age 55, is President of Bio‑Techne’s Diagnostics and Spatial Biology Segment (D&SB), appointed effective January 8, 2024 after prior service as SVP & GM of Bio‑Techne’s Molecular Diagnostics Division and President & CEO of Asuragen; he previously served as COO and then strategic advisor to the CEO at Azenta, Inc. . He holds an M.D. and Ph.D. from the University of Pennsylvania, an MBA from Boston College, and a B.A. in Economics from the College of the Holy Cross . Company performance during his tenure included FY2025 GAAP revenue of $1,219.6M, adjusted operating margin of 31.6%, GAAP EPS of $0.46 and adjusted EPS of $1.92; compensation programs incorporate long-term rTSR benchmarking, with the Company positioned at the 52nd percentile for annualized 3‑year TSR versus its compensation peer set at the time of review .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Azenta, Inc. | Chief Operating Officer; Strategic Advisor to CEO | COO Jan 2022–Oct 2022; Advisor since Oct 2022 | Led Life Sciences Products/Services and commercial operations; continued strategic advisory to CEO |
| Bio‑Techne (post Asuragen acquisition) | SVP & GM, Molecular Diagnostics Division | Sep 2021–Jan 2022 | Led integration and growth of Molecular Diagnostics within Bio‑Techne |
| Asuragen | President & CEO | Aug 2014–2021 | Grew molecular diagnostics platform that Bio‑Techne acquired; leadership foundation for Bio‑Techne D&SB |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ANSA | Chairman of the Board | Current | Oversees company commercializing disruptive capabilities in gene synthesis and cell & gene therapy markets |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $253,846 (prorated; annualized $550,000) | $572,000 |
| Target Bonus (% of Base) | 90% (per Employment Agreement) | 90% |
| Target Annual Incentive ($) | $475,000 annualized (prorated award values in FY2024) | $514,800 |
| Actual Bonus Paid ($) | $124,027 | $444,787 (86.4% of target) |
Performance Compensation
| Component | Metric | Weighting | FY2025 Target | FY2025 Actual / Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus – Corporate portion | Company Organic Revenue | 25% | $1,190.1M target; threshold $1,106.8M; max $1,250.0M | GAAP revenue $1,219.6M; corporate achievement payout 128.1% | Cash, paid FY2026 |
| Annual Bonus – Corporate portion | Company Adjusted EBITA | 25% | $373.7M target; threshold $343.8M; max $403.6M | Adjusted operating income $383.6M; corporate achievement payout 128.1% | Cash, paid FY2026 |
| Annual Bonus – Segment portion | D&SB Segment Organic Revenue | 25% | Not disclosed (segment targets set by committee) | Segment achievement payout 86.4% | Cash, paid FY2026 |
| Annual Bonus – Segment portion | D&SB Segment Adjusted EBITA | 25% | Not disclosed (segment targets set by committee) | Segment achievement payout 86.4% | Cash, paid FY2026 |
| Long‑Term Incentive (LTI) – Performance RSUs (FY2025 grant) | Company Organic Revenue | 40% | Targets not publicly disclosed (competitive reasons) | Cliff vest after FY2027 if thresholds met; negative TSR cap 100% | 3‑year cliff (FY2025–FY2027) |
| LTI – Performance RSUs (FY2025 grant) | Adjusted EBITA | 35% | Targets not publicly disclosed | Cliff vest after FY2027 if thresholds met; negative TSR cap 100% | 3‑year cliff |
| LTI – Performance RSUs (FY2025 grant) | Relative TSR (rTSR) | 25% | Payout curve with 35th percentile threshold; capped at 100% if TSR negative | Cliff vest after FY2027 if thresholds met | 3‑year cliff |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 14,041 shares (4,735 held directly; 9,306 vested but unexercised options); <0.1% outstanding; officers/directors as group 1.3% |
| 2025 Equity Grants (Target Values) | Time‑based RSUs: $592,688 (7,912 shares); Time‑based Options: $596,695 (21,320 options; $74.91 exercise); Performance RSUs: $1,323,760 (target), linear to max $1,985,639 |
| Vesting Schedules | RSUs: 33% annually over 3 years; Options: 25% annually over 4 years; Performance RSUs: 3‑year cliff (FY2025–FY2027) |
| FY2025 Realized | Stock awards vested: 4,620 shares; value realized $339,801; no option exercises |
| Pledging/Hedging | Prohibited for executive officers and directors; limited pledging only with pre‑approval and demonstrable repayment capacity |
| Ownership Guidelines | 3x base salary for executive officers; Dr. McManus not yet in compliance; has at least two years to meet requirement |
Employment Terms
| Term | Detail |
|---|---|
| Title/Segment | President – Diagnostics & Genomics (renamed Diagnostics & Spatial Biology); effective Jan 8, 2024 |
| Agreement Term | Initial 3‑year term from Jan 8, 2024 to Jan 7, 2027; auto‑renews for 1‑year terms unless 6‑month non‑renewal notice |
| Base Salary | $550,000 (initial; subject to annual review); FY2025 base shown as $572,000 per compensation table |
| Target Bonus | 90% of base under Management Incentive Plan |
| New‑Hire/Annual Equity | One‑time RSU grant $950,000 vesting in equal installments over three anniversaries; annualized FY2024 equity: ~$950k time‑vest options, ~$475k performance‑vest options, ~$475k performance RSUs |
| Severance (No‑Cause/Good Reason) | 1x base salary; prorated annual bonus; 1 year employer health premiums (or taxable cash equivalent if required); subject to release |
| Change‑in‑Control (CIC) | 1x base salary (lump sum), pro‑rated greater of target bonus year of termination or CIC; automatic acceleration of equity; 1 year employer health premiums; subject to release; double‑trigger vesting |
| Clawback | Incentive compensation subject to clawback under SEC/Nasdaq rules; policy updated FY2023 |
| Non‑Solicit | 2 years post‑termination for customers; 1 year for employees |
| Board Service | May serve on up to two for‑profit boards (one public), subject to non‑competitive constraints |
| Arbitration | Binding arbitration in Hennepin County, MN; limits punitive damages; prevailing party fees awarded |
| 280G Cutback | Best‑net approach: reduce payments to avoid 4999 excise tax if economically beneficial |
Multi‑Year Compensation Detail (NEO)
| Component | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | $253,846 (prorated) | $572,000 |
| Stock Awards ($) | $1,081,995 (includes 13,861 time RSUs; prorated performance RSU $197,944) | $1,213,200 |
| Option Awards ($) | $527,793 (includes time‑vest option 15,902; prorated perf option $197,922) | $596,695 |
| Non‑Equity Incentive Comp ($) | $124,027 | $444,787 |
| All Other Comp ($) | $6,980 | $19,937 |
| Total ($) | $1,994,642 | $2,846,619 |
Equity Grant Mechanics (FY2025)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Time‑based Options | Aug 15, 2024 | 21,320 | $74.91 | $596,695 | 25% annually over 4 years |
| Time‑based RSUs | Aug 15, 2024 | 7,912 | — | $592,688 | 33% annually over 3 years |
| Performance RSUs (target) | Aug 15, 2024 | 17,671 (target) | — | $1,323,760 | 3‑year cliff; Organic Rev 40% / Adjusted EBITA 35% / rTSR 25%; negative TSR cap 100% |
Performance & Track Record
- FY2025 Compensation outcomes reflect strong corporate execution but weaker D&SB segment relative to enterprise: corporate bonus achievement 128.1% vs D&SB 86.4%; McManus’s bonus paid 86.4% of target .
- Company’s FY2025 GAAP revenue $1,219.6M, adjusted operating margin 31.6%, adjusted EPS $1.92; FY2023–FY2025 performance grants (Company‑wide) paid 0% given targets not achieved for that cycle (no rTSR in those grants) .
Compensation Structure Analysis
- Mix shift and alignment: FY2025 grants use 50% performance RSUs, 25% time RSUs, 25% time options; rTSR added with a negative TSR cap to constrain payouts in down markets .
- Pay‑for‑performance evidence: FY2023–FY2025 performance grants paid 0%; FY2025 cash bonus paid strictly per metric achievement (lower segment payout vs corporate) .
- Governance safeguards: double‑trigger CIC; clawback; no hedging; pledging restricted; shareholder approval required to re‑price equity .
Risk Indicators & Red Flags
- Ownership guideline shortfall: Dr. McManus not currently meeting 3x salary stock ownership guideline; has at least two more years to comply .
- Potential selling pressure: Scheduled annual RSU vesting and option tranche vesting (no FY2025 option exercises; 4,620 shares vested) may drive periodic Form 4 activity despite policy constraints and plans .
- CIC acceleration: Full acceleration under CIC could concentrate vesting and increase short‑term selling capacity depending on market conditions .
Equity Ownership & Instruments (Detail)
| Instrument | Exercisable | Unexercisable | Performance (Unearned) | Terms |
|---|---|---|---|---|
| Options – Feb 1, 2024 grant | 3,976 | 11,926 | — | $68.54; expires 2/1/2031; time‑based vesting |
| Perf Options – Feb 1, 2024 | — | — | 7,951 | $68.54; performance‑vested; 3‑year schedule |
| Options – Aug 15, 2024 grant | — | 21,320 | — | $74.91; expires 8/15/2034; time‑based vesting |
| RSUs – Aug 15, 2024 | — | 7,912 (unvested) | — | Time‑based RSUs (33% annually) |
| Perf RSUs – Aug 15, 2024 | — | — | 26,507 | 3‑year cliff subject to performance |
Employment & Contracts (Key Clauses)
| Clause | Detail |
|---|---|
| Termination for Cause | Defined misconduct/neglect; cure periods; immediate termination upon specified grounds |
| Good Reason | Material adverse change in role/compensation/location or material breach; notice and cure periods defined |
| COBRA/Special Severance | Employer premium payments or taxable cash equivalent to comply with nondiscrimination rules |
| Confidentiality/IP | Comprehensive confidentiality, invention assignment, and IP protection obligations |
| Dispute Resolution | Binding arbitration; venue Hennepin County, MN; prevailing party fee‑shifting |
Investment Implications
- Alignment: Strong governance and clawback; double‑trigger CIC; negative TSR cap and significant performance RSU weighting reduce windfall risk and support pay‑for‑performance alignment .
- Retention risk: Ownership guideline shortfall and below‑enterprise segment payout (86.4% vs 128.1% corporate) suggest focused improvement needed in D&SB; auto‑renewing 3+1‑year contract with 1x severance provides moderate retention incentives .
- Trading signals: Scheduled vesting cadence (RSUs/options) plus prohibition on hedging/limited pledging reduces speculative positioning; monitor Form 4 for vesting‑related sales and potential 10b5‑1 plans; no FY2025 option exercises and moderate RSU vesting value ($339,801) indicate limited recent liquidity events .
- CIC sensitivity: Full equity acceleration under CIC would concentrate realizable value; 280G best‑net cutback reduces excise tax overhang yet could limit payout magnitude; consider event risk in scenario analysis .