Robert Baumgartner
About Robert V. Baumgartner
Independent Chair of the Board of Bio‑Techne (TECH), director since 2003 and Chair since 2012. Age 69. Former Executive Chairman and CEO at Center for Diagnostic Imaging; earlier leadership roles include CEO of American Coating International, President & CEO of First Solar, and President of Apogee Glass Group. Began career at KPMG and is a CPA. Education: BBA, University of Notre Dame . All non‑employee directors at Bio‑Techne are independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Center for Diagnostic Imaging, Inc. | Executive Chairman; previously Chief Executive Officer | Executive Chair 2001–2019; CEO prior to Aug 2015 | Led large, complex healthcare services business; finance and operational oversight |
| American Coating International | Chief Executive Officer | — | Executive leadership in industrials |
| First Solar | President & Chief Executive Officer | — | Senior P&L leadership (industry experience) |
| Apogee Glass Group | President | — | Manufacturing/operations leadership |
| KPMG LLP | Early career; CPA | — | Accounting/audit foundation; financial acumen |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| United Theranostics, LLC | Chair (private) | Healthcare diagnostics/theranostics |
| OIA Global | Director (private) | Supply chain/logistics |
| Advanced Molecular Imaging and Therapy | Director (private) | Imaging/therapy services |
| Sirona Medical | Advisor | Health tech advisory role |
| Public company boards | — | None disclosed for Baumgartner in the proxy |
Board Governance
- Roles and committees: Independent Chair of the Board; member, Audit Committee; member, Compensation Committee .
- Independence: Bio‑Techne determines all non‑employee directors (including Baumgartner) are independent per annual review; Board committees are fully independent .
- Board leadership: Chair sets agendas, presides over executive sessions of independent directors; CEO and Chair roles are separated .
- Meetings and attendance: FY2025 Board met 7 times; each director attended at least 85% of meetings; average director attendance 96% . FY2025 meeting counts/attendance averages: Audit 8/100%; Compensation 5/90% .
- Overboarding guardrails: No independent director may serve on more than four other public boards; at present no director serves on more than two public boards .
- Related party transactions: None requiring disclosure since the beginning of the last fiscal year .
Fixed Compensation (Non‑Employee Director)
Program structure (unchanged since 2020): $75,000 annual retainer; Board Chair additional $120,000; Audit Chair +$25,000; Compensation Chair +$17,500; other committee chairs +$15,000. No meeting fees; annual equity grant valued at $200,000 (50% stock options, 50% restricted stock) vesting at the earlier of one year or next annual meeting; options carry 10‑year term and are granted at fair market value .
FY2025 compensation for Baumgartner (reported):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $200,000 |
| Stock Awards (RS) | $99,957 |
| Option Awards | $99,984 |
| All Other Compensation (dividends on RS) | $481 |
| Total | $400,422 |
Notes: Cash reflects retainer and Chair stipend under the program; no meeting fees are paid .
Performance Compensation (Equity and Alignment)
Directors receive time‑based equity; there are no performance‑conditioned metrics for director equity grants. Equity is designed to align with shareholders via a mix of restricted stock and options with a 10‑year term.
| Element | Metric/Structure | Detail |
|---|---|---|
| Annual equity value | Fixed grant value | $200,000 total per director per year |
| Vehicle mix | Time‑based | 50% restricted stock; 50% stock options at FMV; options 10‑year term |
| Vesting | Time‑based | Vests on earlier of one year or next annual meeting |
| Performance metrics | None for directors | No revenue/TSR/ESG metrics in director equity |
| Ownership alignment | Stock ownership guideline | Directors must hold stock equal to ≥3× annual retainer within 5 years |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| United Theranostics, LLC | Private | Chair | No related‑party transactions disclosed with Bio‑Techne |
| OIA Global | Private | Director | No related‑party transactions disclosed with Bio‑Techne |
| Advanced Molecular Imaging and Therapy | Private | Director | No related‑party transactions disclosed with Bio‑Techne |
| Sirona Medical | Private | Advisor | No related‑party transactions disclosed with Bio‑Techne |
Expertise & Qualifications
- Financial, accounting and operational expertise from decades of CEO/Executive Chair roles; CPA credential .
- Governance leadership as long‑tenured independent Chair; deep familiarity with Bio‑Techne’s business and industry .
- Committee experience across Audit and Compensation supports effective oversight of financial reporting and pay practices .
Equity Ownership
| Metric | As‑of Date | Amount/Status |
|---|---|---|
| Total beneficial ownership (shares) | Sep 1, 2023 | 99,580 shares (≈0.1% of shares outstanding) |
| Directly held shares | Sep 1, 2023 | 10,444 shares |
| Options vested but unexercised | Sep 1, 2023 | 89,136 options |
| Options outstanding (director holdings) | Jun 30, 2025 | 80,584 options |
| Unvested restricted stock (annual grant) | Jun 30, 2025 | 1,462 shares |
| Hedging/pledging policy | Current | Hedging prohibited; pledging prohibited absent demonstrated ability to repay and prior approval |
| Director ownership guideline | Current | 3× annual retainer within 5 years; all independent directors met guideline as of Jun 30, 2025 except newly appointed directors (Dr. Herr; Dr. Klimovsky) |
Governance Assessment
-
Strengths
- Independent Chair with deep financial and operational expertise; long institutional knowledge of Bio‑Techne .
- Strong attendance culture (≥85% per director; 96% average), fully independent committees, and separated Chair/CEO roles .
- Shareholder‑aligned director pay (no meeting fees; equity mix with long option term); ownership guidelines; anti‑hedging/pledging policy .
- No related‑party transactions disclosed; board refreshment ongoing; robust engagement program .
-
Watch items / potential investor considerations
- Tenure: service since 2003 (22+ years) can raise refreshment concerns, though the company maintains a mandatory retirement policy at age 75 and is actively refreshing other seats .
- Compensation Committee membership while serving as Board Chair concentrates influence; however, the committee is fully independent and chaired by another independent director .
-
Say‑on‑Pay signal (overall governance sentiment)
- After 35% support in 2023, shareholder approval improved to 86% in 2024 following program redesign; continued monitoring warranted .
No evidence of hedging/pledging by directors or related‑party transactions involving Baumgartner; prohibitions and oversight policies are in place .