Rupert Vessey
Director at TECH
Board
About Rupert Vessey
Dr. Rupert Vessey is an independent director of Bio‑Techne (TECH), age 60, serving since 2019. He chairs the Science & Technology Committee and is a member of the Compensation Committee (2025), with prior committee service on Science & Technology and Compensation (2024). He holds an MA and BM BCh from Oxford and a DPhil from the Institute for Molecular Medicine, Oxford; he is a Fellow of the Royal College of Physicians. His background includes senior R&D leadership at Bristol‑Myers Squibb (President, Research & Early Development), Celgene (President, Global Research & Early Development), and Merck, plus board experience at Juno Therapeutics; he currently serves as Executive Partner and Chief Scientist at Flagship Pioneering and sits on the boards of Generate: Biomedicines and Expedition Medicines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | President, Research & Early Development | 2019–2023 (retired 2023) | Led global R&ED; pharmaceutical customer expertise relevant to TECH |
| Celgene | President, Global Research & Early Development | 2015–2019 | Executive leadership in biotech R&D; strategic M&A exposure via Celgene portfolio |
| Merck | Senior R&D management roles | ~10 years | Large‑cap pharma R&D operations and governance experience |
| Juno Therapeutics | Director | ~1 year | Prior public company board; exposure to cell therapy governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flagship Pioneering | Executive Partner & Chief Scientist | Since July 2023 | Life sciences VC; oversight of scientific portfolio |
| Generate: Biomedicines | Director | Current | External public/private board service; industry network |
| Expedition Medicines | Director | Current | Added by 2025; deep biotech exposure |
| Royal College of Physicians (UK) | Fellow (FRCP) | Ongoing | Professional recognition |
Board Governance
- Independence: Listed as INDEPENDENT; nominees for 2025 are predominantly independent (all except CEO). Compensation Committee members meet enhanced independence requirements under SEC/Nasdaq rules .
- Committee assignments: Science & Technology (Chair) and Compensation (Member) in 2025; Compensation and Science & Technology member in 2024 .
- Board/committee meetings and attendance:
- Board met 7 times in FY2025; each director attended ≥85%, average 96% .
- Compensation Committee: 5 meetings (FY2025), avg attendance 90%; 7 meetings (FY2024), avg attendance 100% .
- Science & Technology Committee: 2 meetings (FY2025), avg attendance 100%; 2 meetings (FY2024), avg attendance 88% .
- Committee remit/focus:
- Compensation: CEO and executive pay design, director compensation, human capital oversight; refined relative TSR metric and imposed 100% cap when TSR is negative over the three‑year performance period (executives) .
- Science & Technology: Oversight of R&D strategy, IP, and scientific elements of M&A; recent focus on AI tools for innovation, data governance, and risk management .
- Limits on other boards: Policy caps independent directors at no more than four other public boards; approval required to join other boards; restrictions to mitigate potential conflicts and interlocks .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | 75,000 |
| Stock Awards ($) | 99,954 | 99,957 |
| Option Awards ($) | 100,010 | 99,984 |
| All Other Compensation ($) | 498 (restricted stock dividends) | 481 (restricted stock dividends) |
| Total ($) | 275,462 | 275,422 |
| Notes | Amounts consist of annual director fees and chair fees; equity grants under 2020 Equity Incentive Plan | Same; equity grants under 2020 Equity Incentive Plan |
Performance Compensation
Directors receive time‑based restricted stock and options; no performance‑vesting metrics are disclosed for director compensation. The Compensation Committee’s performance metric changes (rTSR cap) apply to executive officers and serve as a governance signal.
| Equity Grant Parameters (Directors) | FY2024 | FY2025 |
|---|---|---|
| Restricted Stock – Shares Granted | 1,625 shares | 1,462 shares |
| Restricted Stock – Grant Date Price | $61.51/share | $68.37/share |
| Unvested RS at Fiscal Year‑End | 1,625 shares (as of 6/30/2024) | 1,462 shares (as of 6/30/2025) |
| Stock Options – Awards Granted | 3,937 options | 3,511 options |
| Executive Program Signal (context) | rTSR is 25% of the 3‑year PSU; payout capped at 100% if TECH TSR is negative over the measurement period | Continued refinements and risk management oversight |
No director‑specific bonus, PSU metrics, or TSR/financial performance criteria are disclosed for director compensation; director equity is time‑based .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Generate: Biomedicines | External | Director | Current board; biotech exposure |
| Expedition Medicines | External | Director | Added in 2025 |
| Juno Therapeutics | External (prior public) | Director | ~1 year prior service |
- Conflict mitigation: Governance policies limit other board service and require approvals; prohibit certain overlapping board roles with executives, reducing interlock/conflict risk .
Expertise & Qualifications
- Deep scientific/technical expertise and global pharma R&D leadership (BMS, Celgene, Merck) .
- Industry customer insight (pharma is a key Bio‑Techne customer segment) .
- Education: Oxford MA, BM BCh, DPhil; FRCP recognition .
- Committee leadership in science/technology and executive compensation oversight .
Equity Ownership
| Metric | As of Aug 29, 2024 | As of Sep 2, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 34,238 | 39,211 |
| % of Shares Outstanding | 0.0% | 0.0% |
| Directly Held Shares | 7,885 | 9,347 |
| Vested but Unexercised Options | 26,353 | 29,864 |
| Unvested Restricted Stock (year‑end) | 1,625 (6/30/2024) | 1,462 (6/30/2025) |
Governance Assessment
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Strengths:
- Independent status with strong scientific credentials and pharma customer insight; now chairs Science & Technology, directly aligning oversight with TECH’s innovation priorities .
- Robust attendance (Board average 96% in FY2025) and active committee participation; Compensation and Sci/Tech committees are engaged with measurable meeting cadence .
- Compensation Committee enhancements to executive rTSR design (payout cap when TSR negative) indicate sensitivity to shareholder alignment and pay‑for‑performance risk management .
- Ownership alignment through meaningful option holdings and ongoing restricted stock grants (time-based), with consistent cash/equity mix comparable to peers on TECH’s board .
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Potential risks/monitoring points:
- External roles at Flagship Pioneering and biotech boards increase network exposure; company policies limit other boards and require approvals, mitigating interlock risk but warrant monitoring for related‑party transactions or procurement overlaps .
- Science & Technology Committee’s FY2024 average attendance of 88% (committee-level) suggests occasional scheduling constraints; improved to 100% in FY2025 under Vessey’s chairmanship .
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RED FLAGS:
- No pledging, related‑party transactions, or director‑specific pay anomalies are disclosed in the cited materials; continue to monitor future proxies and 8‑Ks for any conflicts or attendance deterioration .