Shane Bohnen
Senior Vice President – General Counsel and Corporate Secretary at TECH
Executive
About Shane Bohnen
Senior Vice President, General Counsel and Corporate Secretary at Bio‑Techne (NASDAQ: TECH); appointed executive officer effective March 3, 2023 (age 48 at appointment) . Background includes Bio‑Techne Associate General Counsel (2019–2023), in‑house counsel at Resideo (2018), Smiths Medical (2013–2018), and ten years in private practice (Bowman & Brooke LLP), with leadership across commercial legal support, M&A co‑lead, ESG/sustainability reporting, and enterprise litigation strategy . Company performance tying to NEO incentives: FY2025 revenue $1,219.6M, adjusted operating margin 31.6%, GAAP EPS $0.46, adjusted EPS $1.92, ~5% organic growth; corporate bonus payout achieved 128.1% based on revenue and adjusted EBITA metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bio‑Techne | Associate General Counsel | 2019–2023 | Co‑led recent M&A activities; drove ESG initiatives and Corporate Sustainability Report; enterprise commercial legal support; litigation oversight |
| Resideo Technologies | In‑house Corporate Counsel | Starting 2018 | Supported three acquisitions, process/culture improvements, strategic reorganizations |
| Smiths Medical | In‑house Counsel (increasing responsibility) | 2013–2018 | Conglomerate‑wide global legal support across five enterprises |
| Bowman & Brooke LLP | Litigation Attorney (partner) | ~10 years (incl. 8 years life sciences litigation) | Broad life sciences litigation across >60 jurisdictions; elected partner |
External Roles
No public company directorships or external board roles disclosed for Bohnen .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 331,500 | 344,760 | 431,000 |
| Target Bonus (% of Salary) | 50% | — (not disclosed) | 70% |
| Target Bonus ($) | 165,750 | — | 301,700 |
| Actual Bonus Paid ($) | 0 | 76,020 | 386,478 (128.1% of target) |
Performance Compensation
2025 Annual Bonus Design and Results
| Metric | Weighting | Target | Payout Band | Actual Payout |
|---|---|---|---|---|
| Organic Revenue (Company) | 50% | $1,190.1M | 50–200% | 128.1% corporate achievement |
| Adjusted EBITA (Company) | 50% | $373.7M | 50–200% | 128.1% corporate achievement |
Equity Grants and Vesting
FY2025 (granted August 15, 2024)
| Instrument | Grant Date | Quantity | Vesting | Grant‑Date Fair Value ($) |
|---|---|---|---|---|
| Time‑based Stock Options | 8/15/2024 | 13,488 options @ $74.91 | 25% annually over 4 years; 10‑year term | 377,496 |
| Time‑based RSUs | 8/15/2024 | 5,006 units | 33% annually over 3 years | 374,999 |
| Performance‑vesting RSUs | 8/15/2024 | 11,180 target (5,590 threshold; 16,770 max) | 3‑year cliff after FY2027; metrics: 40% organic revenue, 35% adjusted EBITA, 25% rTSR with 100% cap if TSR negative | 837,494 |
FY2023 (promotion grants)
| Instrument | Grant Date | Quantity | Vesting | Grant‑Date Fair Value ($) |
|---|---|---|---|---|
| Time‑based RSUs | 4/3/2023 | 6,778 units | 33% annually over 3 years | 499,945 |
| Time‑based Stock Options | 8/15/2022 | 3,508 options @ $94.52 | 25% annually over 4 years | 99,991 |
| Time‑based Stock Options | 4/3/2023 | 3,928 options @ $73.76 | 25% annually over 4 years | 90,708 |
Program notes and governance signals:
- 3‑year performance RSUs add rTSR (25%) alongside organic revenue (40%) and adjusted EBITA (35%); payout capped at 100% if TSR negative (alignment with shareholder experience) .
- FY2023 performance‑vesting equity grants (set in 2023) paid 0% for NEOs based on 3‑year targets (discipline on pay‑for‑performance) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 41,756 shares; includes 4,385 held directly and 37,371 vested but unexercised options; <0.1% of shares outstanding |
| Unvested RSUs (time‑based) | 5,006 units; market value $257,559 as of 6/30/2025 |
| Performance RSUs (unearned) | Up to 16,770 units (max); market value $862,817 as of 6/30/2025 |
| Key Unexercisable Options | 13,488 options (8/15/2024 grant) @ $74.91, 10‑year term; plus multiple legacy grants (2019–2023) |
| Insider Policy | Hedging and pledging prohibited (margin accounts disallowed); any limited pledge exception requires prior approval and demonstrable ability to repay without pledged securities |
| Stock Ownership Guidelines | 3x base salary for executive officers; Bohnen does not yet meet the guideline and has at least two more years to comply |
2025 exercises/vesting (pressure gauge):
- Options exercised: 0; Shares vested: 2,309; value realized $127,654 (modest near‑term selling pressure) .
Employment Terms
| Provision | Terms (Bohnen) | Quantification (as of 6/30/2025) |
|---|---|---|
| Employment Agreement | Standard NEO form; eligible for annual cash bonus and periodic time/performance equity; recoupment applies per company policy | |
| Severance (non‑COC) | One year base salary upon termination without cause or resignation for good reason | $431,000 |
| Change‑of‑Control (COC) | One year base salary + pro‑rated cash incentive (higher of prior year or COC year target), accelerated vesting of all outstanding equity, 1 year COBRA premiums; equity vesting subject to double‑trigger (qualifying termination) | Cash severance $838,367; accelerated equity $1,488,757 |
| Clawback | Mandatory recoupment of incentive‑based compensation upon any accounting restatement (current/former NEOs), even absent misconduct; equity agreements permit recoupment | |
| Anti‑Hedging/Pledging | Prohibited, with strict 10b5‑1 and margin restrictions for officers/directors | |
| Perquisites (FY2025) | 401(k) match; household security system reimbursement ($2,990) |
Compensation Structure Analysis
- Increased at‑risk pay with formalized performance RSUs and rTSR integration; rTSR capped when TSR negative to avoid misaligned payouts .
- Year‑over‑year shift to RSUs and longer option terms (10‑year) supports retention and controlled risk versus legacy option‑heavy mix .
- Clear pay‑for‑performance: 0% bonus in FY2023, modest payout in FY2024 ($76,020), and above‑target payout in FY2025 (128.1%) consistent with organic growth and adjusted EBITA results .
- Ownership guideline shortfall (3x salary) indicates ongoing accumulation requirement; significant unvested RSUs/PSUs and unexercisable options create natural retention hooks .
Investment Implications
- Alignment: Anti‑hedging/pledging, rigorous clawback, double‑trigger COC vesting and rTSR negative cap align management incentives with shareholder outcomes; FY2023 zero payouts on long‑term grants reinforce discipline .
- Retention risk vs incentive leverage: Unvested PSUs (3‑year cliff with multi‑metric design) and unexercisable options reduce near‑term selling pressure and support continuity; however, current shortfall against ownership guidelines merits monitoring for accelerated accumulation and potential trading constraints .
- Trading signals: 2025 showed no option exercises and modest vesting cash realization, suggesting limited insider selling pressure; bonus variability across 2023–2025 tracks operating performance, a constructive signal for pay‑for‑performance integrity .