DEF 14A 1 lbio2022_def14a.htm BIO RAD LABORATORIES INC - DEF 14A Bio-Rad Laboratories, Inc. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

Bio-Rad Laboratories, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive
Hercules, California 94547

Notice of Annual Meeting of Stockholders

Tuesday, April 26, 2022

4:00 p.m. Pacific Daylight Time

TO THE STOCKHOLDERS OF BIO-RAD LABORATORIES, INC.:

The annual meeting of the stockholders of Bio-Rad Laboratories, Inc. will be held on Tuesday, April 26, 2022 at 4:00 p.m., Pacific Daylight Time. In light of the uncertainty surrounding future governmental restrictions on in-person gatherings relating to the COVID-19 pandemic, and in the best interests of public health and the health and safety of our stockholders, employees, community and Board of Directors, we are holding a virtual-only meeting. Stockholders can attend the meeting via the Internet at https://meetnow.global/MM5QVKU by following the instructions that accompanied your proxy materials. The annual meeting will be held to consider and vote on:

The election of two directors by the holders of outstanding Class A Common Stock and four directors by the holders of outstanding Class B Common Stock;

A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022; and

Such other matters as may properly come before the meeting and at any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on February 28, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting and at any adjournments or postponements thereof. Our stock transfer books will not be closed.

All stockholders are invited to attend the virtual annual meeting via the internet, but those who are unable to do so are urged to execute and return promptly the enclosed proxy card(s) in the provided postage-paid envelope. Since the holders of a majority of the outstanding shares of each class of our common stock must be present or represented at the annual meeting to elect directors and the holders of a majority of our Voting Power must be present or represented at the annual meeting to conduct the other business matters referred to above, your promptness in returning the enclosed proxy card(s) will be greatly appreciated. Your proxy is revocable and will not affect your right to vote at the virtual annual meeting in the event you attend the meeting and revoke your proxy. For additional details on internet and telephone voting and the virtual meeting, please see pages 6-8 of this proxy statement.

This proxy statement and the accompanying proxy card(s) are first being distributed to stockholders of record on or about March 30, 2022.

Hercules, California

March 30, 2022

	By order of the Board of Directors BIO-RAD LABORATORIES, INC.

	Timothy S. Ernst
	Secretary

Important Notice Regarding the Internet Availability of Proxy Materials for our 2022 Annual Meeting of Stockholders to be held on April 26, 2022:
The proxy statement and annual report of Bio-Rad Laboratories, Inc. are available at www.bio-radproxy.com.

Table of Contents

PROXY SUMMARY

PROXY STATEMENT

2022 ANNUAL MEETING

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

ITEM 1.

ELECTION OF DIRECTORS

CURRENT DIRECTOR NOMINEES

NEW DIRECTOR NOMINEE

DIRECTOR COMPENSATION

INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

CONTROLLED COMPANY

INDEPENDENT DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

DIRECTOR QUALIFICATIONS

DIVERSITY

BOARD LEADERSHIP AND RISK OVERSIGHT

BOARD AND STOCKHOLDER MEETING ATTENDANCE

TRANSACTIONS WITH RELATED PERSONS

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

CORPORATE GOVERNANCE DOCUMENTS

ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

EXECUTIVE OFFICERS

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

COMPENSATION COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

STOCKHOLDER SAY-ON-PAY VOTE

Name	Age	Director since	Occupation	Independent	Committee Memberships	Other Public Company Boards
Jeffrey L. Edwards	61	2017	Former EVP, Chief Financial Officer of Allergan, Inc.	Yes	– Audit – Compensation – Legal & Regulatory Compliance	FibroGen, Inc. Clearside Biomedical, Inc. Landec Corporation
Gregory K. Hinckley	75	2017	Former President of Mentor Graphics Corporation	Yes	– Audit – Compensation	SI-BONE, Inc.
Melinda Litherland	64	2017	Retired Partner, Deloitte & Touche LLP	Yes	– Audit – Legal & Regulatory Compliance	Rapid Micro Biosystems, Inc.
Arnold A. Pinkston	63	2017	Corporate Vice President, General Counsel of Edwards Lifesciences Corporation	Yes	– Legal & Regulatory Compliance
Allison Schwartz	41	Nominee	Marketing Director of Bio-Rad Laboratories, (Canada) Limited	No
Norman Schwartz	72	1995	President, Chief Executive Officer and Chairman of the Board of Bio-Rad	No

		2021		2020
Audit Fees	$	8,614,000	$	10,309,000
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		20,000		8,000

Board Role	Cash Fees ($)
Board Member	125,000
Lead Independent Director	15,000
Audit Committee Chair	20,000
Audit Committee Member	10,000
Legal & Regulatory Compliance Committee Chair	10,000
Legal & Regulatory Compliance Committee Member	5,000
Compensation Committee Chair	5,000
Compensation Committee Member	3,000

Name	Fees Earned or Paid in Cash ($)	Total ($)
Jeffrey L. Edwards	145,000	145,000
Gregory K. Hinckley	153,667	153,667
Melinda Litherland	149,333	149,333
Arnold A. Pinkston	135,000	135,000
Alice N. Schwartz	125,000	125,000

Current Director	Audit Committee	Compensation Committee	Legal & Regulatory Compliance Committee
Jeffrey L. Edwards		*
Gregory K. Hinckley**
Melinda Litherland	*
Arnold A. Pinkston			*
* Chair ** Lead Independent Director

	2021		2020
Audit Fees⁽¹⁾	$	8,614,000	$	10,309,000
Audit-Related Fees⁽²⁾	0		0
Tax Fees⁽³⁾	0		0
All Other Fees⁽⁴⁾	20,000		8,000
(1) Audit Fees included aggregate fees for professional services performed in connection with the audit of our annual consolidated financial statements and internal controls, the reviews of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, and the attestation services for the statutory audits of international subsidiaries. The fees incurred for KPMG LLP’s services for fiscal year 2020 are set forth in our 2021 Proxy Statement filed with the SEC on March 31, 2021 and have been updated in this 2022 Proxy Statement to reflect final amounts of fees incurred. Such fees for fiscal year 2021 are subject to subsequent adjustment in our 2023 Proxy Statement if final amounts billed differ from the current estimates. (2) Audit-Related Fees included aggregate fees for services rendered during the fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” (3) Tax Fees included aggregate fees for professional services performed in connection with tax planning and tax compliance. (4) All Other Fees included fees for (i) performing agreed upon procedures in relation to the Company’s submission to the California Department of Toxic Substance Control and Contra Costa County Health and Services Hazardous Materials Program in 2020 and 2021, and (ii) providing negative assurance associated with Switzerland gender pay gap analysis in 2021.

Name	Position with Bio-Rad	Age
Norman Schwartz	President, Chief Executive Officer and Chairman of the Board	72
Michael Crowley	Executive Vice President, Global Commercial Operations	60
Ilan Daskal	Executive Vice President and Chief Financial Officer	56
Timothy S. Ernst	Executive Vice President, General Counsel and Secretary	62
Dara Grantham Wright	Executive Vice President and President, Clinical Diagnostics Group	46
Ronald W. Hutton⁽¹⁾	Former Vice President and Treasurer	64
Andrew J. Last	Executive Vice President and Chief Operating Officer	62
Simon May	Executive Vice President and President, Life Science Group	50
Annette Tumolo⁽²⁾	Former Executive Vice President and President, Life Science Group	67
(1) Mr. Hutton retired from his position as Vice President and Treasurer effective May 3, 2021. (2) Ms. Tumolo retired from her position as Executive Vice President and President, Life Science Group effective January 4, 2022.

Name and, with Respect to Owner of 5% or More, Address	Class A Common Stock⁽¹⁾			Class B Common Stock
Name and, with Respect to Owner of 5% or More, Address	Number of Shares and Nature of Ownership⁽²⁾	Percent of Class		Number of Shares and Nature of Ownership⁽²⁾	Percent of Class
Blue Raven Partners, L.P.⁽³⁾ 1000 Alfred Nobel Drive Hercules, CA 94547	—	0.0	%	4,060,054	80.1	%
The Vanguard Group⁽⁴⁾ 100 Vanguard Blvd. Malvern, PA 19355	2,287,465	9.2	%	—	0.0	%
FMR LLC⁽⁵⁾ 245 Summer Street Boston, MA 02210	1,928,323	7.8	%	—	0.0	%
Blackrock, Inc.⁽⁶⁾ 55 East 52nd Street New York, NY 10055	1,768,081	7.1	%	—	0.0	%
Alice N. Schwartz^{(7)(8)(9)(10)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	2,735,028	11.0	%	4,555,452	89.9	%
Norman Schwartz^{(7)(9)(10)(11)(12)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	459,314	1.8	%	4,533,308	87.0	%
Steven Schwartz^{(7)(9)(10)(13)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	374,965	1.5	%	4,097,998	80.8	%
Jeffrey L. Edwards	—	0.0	%	—	0.0	%
Gregory K. Hinckley	500	0.0	%	—	0.0	%
Melinda Litherland	—	0.0	%	—	0.0	%
Arnold A. Pinkston	—	0.0	%	—	0.0	%
Allison Schwartz⁽^9)(10)(14)	11,857	0.0	%	3,848	0.1	%
Ilan Daskal⁽¹¹⁾	1,410	0.0	%	—	0.0	%
Dara Grantham Wright⁽¹¹⁾	2,329	0.0	%	—	0.0	%
Andrew J. Last⁽¹¹⁾	4,662	0.0	%	—	0.0	%
Michael Crowley⁽¹¹⁾	13,819	0.1	%	—	0.0	%
All directors and executive officers as a group⁽¹¹⁾ (14 persons)	3,221,837	12.9	%	5,028,706	96.5	%
(1) Excludes Class A Common Stock that may be acquired on conversion of Class B Common Stock. Class B Common Stock may be converted to Class A Common Stock on a one for one basis and, if fully converted, would result in the following percentage beneficial ownership of Class A Common Stock: Blue Raven Partners. L.P. 13.6%; The Vanguard Group, 7.6%; FMR LLC 6.4%; BlackRock, Inc. 5.9%; Alice N. Schwartz 24.4%; Norman Schwartz 16.6%; Steven Schwartz 14.9%; Allison Schwartz 0.1%; and all directors and executive officers as a group 27.4%. Management considers any substantial conversions by the executive officers or directors listed in the table to be highly unlikely. (2) Except as otherwise indicated and subject to applicable community property and similar statutes, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. Number of shares is based on the statements of the stockholders where not identified specifically in the stockholder register. (3) Alice N. Schwartz, Norman Schwartz and Steven Schwartz are general partners of Blue Raven Partners, L.P., a California limited partnership, and, as such, share voting and dispositive power over the Class B Common Stock held by Blue Raven Partners. (4) Based solely on a Schedule 13G/A filed on February 9, 2022 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act. (5) Based solely on a Schedule 13G/A filed on February 9, 2022 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act.

Name	Position
Norman Schwartz	President, Chief Executive Officer and Chairman of the Board
Ilan Daskal	Executive Vice President and Chief Financial Officer
Andrew J. Last	Executive Vice President Chief Operating Officer
Dara Grantham Wright	Executive Vice President and President, Clinical Diagnostics Group
Michael Crowley	Executive Vice President, Global Commercial Operations

		Pay Element	Objective
FIXED	Annual	Base Salary	• Provides a degree of financial certainty and stability that helps us retain talent. • Recognizes competitive market conditions and/or rewards individual performance through periodic increases.
AT RISK OR PERFORMANCE-BASED	Long-Term	Restricted Stock Units and Stock Options	• Provides a direct link to the creation of stockholder value and execution of our strategy. • Aligns NEOs’ interests with stockholders. • Fosters long-term focus and retention.
AT RISK OR PERFORMANCE-BASED	Annual	Incentive Bonus Plan (IBP)	• Motivates NEOs to meet or exceed our annual performance goals to drive annual performance and position us for longer-term success. • Measures NEOs’ performance against pre-established Company performance goals. • Aligns all staff members around the same Company performance goals as all such annual cash incentive awards are based on the same Company financial performance goals.

• Agilent Technologies Inc.	• LivaNova PLC
• Bruker Corporation	• Mettler-Toledo International Inc.
• Charles River Laboratories, Inc.	• NuVasive, Inc.
• Edwards Lifesciences Corporation	• PerkinElmer, Inc.
• Hill-Rom Holdings, Inc.	• PRA Health Sciences, Inc.
• Hologic, Inc.	• Qiagen N.V.
• ICON plc	• ResMed Inc.
• IDEXX Laboratories, Inc.	• Steris Corporation
• Illumina, Inc.	• Syneos Health, Inc.
• Integer Holdings Corporation	• Teleflex Incorporated
• Integra LifeSciences Holdings Corporation	• Varian Medical Systems, Inc.
• Intuitive Surgical, Inc.	• Waters Corporation

		IBP Target Plan	Adjusted Target Plan⁽¹⁾	Actual	Adjusted Results⁽²⁾	% of Target⁽³⁾
Corporate Goals	Sales	$2,650.8	$2,702.3	$2,922.5	$2,889.2	106.9	%
	Operating Income (OI)	379.1	$390.6	$557.7	$508.5	130.2	%
Group Metric Goals	European Restructuring	100%	100%	127.1%	127.1%	127.1	%
(1) We have the ability to modify the goals after the beginning of a year, particularly in response to an unforeseen change in business conditions that makes an established goal irrelevant or inappropriate, subject to the approval of our Chief Executive Officer. In 2021, we adjusted our IBP Target Plan Corporate Sales goal and IBP Target Plan Corporate OI goal to account for the effect of foreign currency. (2) We also have the ability to modify the calculation of the achievement of the results after the beginning of a year, particularly in response to an unforeseen change in business conditions, subject to the approval of our Chief Executive Officer. In 2021, we modified the Sales achievement and the OI achievement to account for certain legal matters, restructurings and an insurance settlement. (3) Includes the effects of the adjustments and achieved results for our named executive officers as described in footnotes 2 and 3 above.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Norman Schwartz	2021	987,885	—	4,126,907	1,423,476	2,132,330	25,327	8,695,925
President, Chief Executive Officer and Chairman	2020	986,538	—	3,785,446	1,193,773	2,000,094	26,572	7,992,423
President, Chief Executive Officer and Chairman	2019	950,000	—	3,865,744	1,277,192	1,143,383	24,734	7,261,053
Ilan Daskal Executive Vice President and Chief Financial Officer	2021	526,706	—	1,485,654	434,657	639,314	18,112	3,104,443
	2020	530,654	—	1,135,634	319,792	612,844	11,506	2,610,430
	2019	365,385	—	1,084,440	299,263	256,259	1,412	2,006,759
Andrew J. Last	2021	610,760	—	2,063,453	603,703	913,453	20,044	4,211,413
Executive Vice President Chief Operating Officer	2020	612,346	—	1,892,723	532,987	871,437	14,659	3,924,152
Executive Vice President Chief Operating Officer	2019	387,019	50,000	1,496,200	412,894	335,023	53,625	2,734,761
Dara Grantham Wright⁽⁴⁾	2021	516,101		1,321,034	386,494	531,576	15,380	2,770,585
Executive Vice President, President, Clinical Diagnostics Group	2020	519,231	200,000	908,612	255,863	503,456	164,498	2,551,660

Michael Crowley⁽⁵⁾ Executive Vice President, President, Global Commercial Operations	2021	470,456	—	1,321,034	386,494	483,186	21,296	2,682,466
	2020	473,580	—	908,612	255,863	463,180	14,664	2,115,899
	2019	441,663	—	928,019	235,208	203,229	18,174	1,826,293
(1) The amounts reported under “Stock Awards” and “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. We based the fair value of stock awards on the market price of the shares awarded on the grant date. We calculated the value of stock option awards using the Black-Scholes option-pricing model. The valuation assumptions used in the valuation of option awards may be found in Note 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 and filed with the Securities and Exchange Commission. Please see the “Grants of Plan-Based Awards Table” for more information regarding equity awards granted during fiscal year 2021. (2) “Non-Equity Incentive Plan Compensation” is composed entirely of cash bonuses awarded under the IBP with respect to performance during the 2019, 2020 and 2021 fiscal years, respectively. Further information about the IBP can be found in the text in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” Amounts earned in 2019 were paid during fiscal year 2020, amounts earned in 2020 were paid during fiscal year 2021 and amounts earned in 2021 were paid in fiscal year 2022. (3) “All Other Compensation” for 2021 represents: contributions to each named executive officer of $14,250 to our tax qualified profit sharing plan; and term life insurance costs paid on behalf of the named executive officers. In addition, for Ms. Grantham Wright “All Other Compensation” for 2020 also includes $156,921 for reimbursement of moving expenses in connection with her commencement of employment with us. (4) Ms. Grantham Wright became a named executive officer for the first time for the fiscal year ended December 31, 2020. (5) Mr. Crowley was a named executive officer in 2019 and 2021.

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾	Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Name	Grant Date	Threshold ($)⁽¹⁾	Target ($)⁽¹⁾	Maximum ($)⁽¹⁾			Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾
Norman Schwartz	—	575,000	1,150,000	2,300,000
	9/1/2021				5,064			4,126,907
	9/1/2021					5,064	814.95	1,423,476
Ilan Daskal	—	172,396	344,793	689,586
	9/1/2021				1,823			1,485,654
	9/1/2021					1,823	814.95	434,657
Andrew J. Last	—	246,320	492,640	985,280
	9/1/2021				2,532			2,063,453
	9/1/2021					2,532	814.95	603,703
Dara Grantham Wright	—	143,344	286,688	573,376
Dara Grantham Wright	9/1/2021				1,621			1,321,034
	9/1/2021					1,621	814.95	386,494
Michael Crowley	—	130,295	260,590	521,180
	9/1/2021				1,621			1,321,034
	9/1/2021					1,621	814.95	386,494
(1) These amounts represent threshold, target and maximum amounts that could have been earned for fiscal year 2021 pursuant to the IBP. Actual amounts earned for fiscal year 2021 are included in the “Summary Compensation Table” above. A detailed description of our Cash Based Incentive Program is discussed above in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” (2) Represents restricted stock unit grants made under our 2017 Incentive Award Plan. Restricted stock units granted vest over a four-year period at a rate of 25% per year on each anniversary of the grant date, subject to continued service. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (3) Represents the grant of non-qualified stock options made under our 2017 Incentive Award Plan. Option awards have a ten-year term and vest over four years at a rate of 25% per year on each anniversary of the grant date, subject to continued service. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (4) The exercise price of Class A option awards is the closing price of the Company’s Class A Common Stock on the grant date. (5) The amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column are the full grant date fair values of the awards determined in accordance with FASB ASC Topic 718 Compensation – Stock Compensation. The valuation assumptions used in determining these amounts are described in Note 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

Name	Grant Date	Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾	Option Exercise Price ($)⁽²⁾	Option Expiration Date⁽³⁾	Number of Shares or Units of Stock That Have Not Vested (#)⁽⁴⁾	Market Value of Shares or Units of Stock That Have Not Vested (#)⁽⁵⁾
Norman Schwartz	9/12/2012	39,250	—	107.32	9/12/2022	—	—
	9/11/2013	39,000	—	117.50	9/11/2023	—	—
	9/10/2014	35,000	—	119.80	9/10/2024	—	—
	9/11/2015	16,000	—	139.56	9/11/2025	—	—
	9/7/2016	15,000	—	159.32	9/7/2026	—	—
	9/5/2017	10,400	2,600	215.98	9/5/2027	2,600	1,964,482
	9/4/2018	7,800	5,200	326.15	9/4/2028	5,200	3,928,964
	9/3/2019	4,638	6,959	333.34	9/3/2029	6,959	5,258,012
	9/2/2020	1,805	5,415	524.30	9/2/2030	5,415	4,091,412
	9/1/2021	—	5,064	814.95	9/1/2031	5,064	3,826,206
Ilan Daskal	4/8/2019	—	2,100	309.84	4/8/2029	2,100	1,586,697
	9/2/2020	1	1,625	524.30	9/2/2030	1,625	1,227,801
	9/1/2021	—	1,823	814.95	9/1/2031	1,823	1,377,404
Andrew J. Last	4/29/2019	—	3,000	299.24	4/29/2029	3,000	2,266,710
Andrew J. Last	9/2/2020	902	2,708	524.30	9/2/2030	2,708	2,046,084
	9/1/2021	—	2,532	814.95	9/1/2031	2,532	1,913,103
Dara Grantham Wright	12/16/2019	1,004	1,507	366.89	12/16/2029	1,507	1,138,644
	9/2/2020	433	1,300	524.30	9/2/2030	1,300	982,241
	9/1/2021	—	1,621	814.95	9/1/2031	1,621	1,224,779
Michael Crowley	9/7/2016	3,000	—	159.32	9/7/2026	—	—
	9/5/2017	2,400	600	215.98	9/5/2027	600	453,342
	9/4/2018	1,800	1,200	326.15	9/4/2028	1,200	906,684
	9/3/2019	1,113	1,671	333.34	9/3/2029	1,671	1,262,557
	9/2/2020	433	1,300	524.30	9/2/2030	1,300	982,241
	9/1/2021	—	1,621	814.95	9/1/2031	1,621	1,224,779
A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation — Equity Compensation.”
(1) Options granted prior to 2020 vest over five years at 20% per year on each anniversary date of the grant, subject to continued service. Options granted in 2020 or after vest over four years at 25% per year on each anniversary date of the grant, subject to continued service. (2) The exercise price of Class A and Class B option awards is the closing price of the Company’s Common Stock on the grant date. (3) Options granted have a ten-year term. (4) Restricted stock units granted prior to 2020 vest over a five-year period at a rate of 20% per year on each anniversary of the grant date, subject to continued service. Restricted stock units granted in 2020 or after vest over a four-year period at a rate of 25% per year on each anniversary of the grant date, subject to continued service. (5) Market Value is calculated based on the closing price of the Company’s Common Stock on December 31, 2021, which was $755.57 for Class A shares.

Name	Potential Benefits Upon a Change in Control		Potential Post-Termination Benefits
Name	Intrinsic Value of Accelerated Stock Options ($)⁽¹⁾	Intrinsic Value of Accelerated Restricted Stock Units ($)⁽²⁾	Estimated Severance Pay ($)⁽³⁾
Norman Schwartz	7,826,544	19,069,076	1,000,000
Ilan Daskal	1,311,847	4,191,902	515,000
Andrew J. Last	1,995,269	6,225,897	595,000
Dara Grantham Wright	886,392	3,345,664	60,144
Michael Crowley	1,845,255	4,829,603	415,486
(1) Intrinsic value is based on the difference between the closing price of the Company’s applicable class of Common Stock on December 31, 2021 and the exercise price of the option. (2) Intrinsic value is based on the closing price of the Company’s applicable class of Common Stock on December 31, 2021. (3) Does not include potential payments under the Executive Change in Control Severance Plan since this plan was not adopted by our board of directors until February 2022.


Median Employee Total Compensation	$	78,820
CEO’s Total Compensation	$	8,695,925
Ratio of CEO to Median Employee Total Compensation		110:1

SEC Form DEF 14A filed by Bio-Rad Laboratories Inc.