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
	Definitive Additional Materials
	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):
	No fee required.
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive
Hercules, California 94547

Notice of Annual Meeting of Stockholders

Tuesday, April 25, 2023

4:00 p.m. Pacific Daylight Time

1000 Alfred Nobel Drive, Hercules, California 94547

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

The annual meeting of the stockholders of Bio-Rad Laboratories, Inc. will be held at our corporate offices, 1000 Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 25, 2023 at 4:00 p.m., Pacific Daylight Time 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, 2023;

An advisory (non-binding) vote to approve executive compensation;

An advisory (non-binding) vote on the frequency of future advisory votes to approve executive compensation every 1, 2 or 3 years;

A stockholder proposal, if properly presented at the annual meeting; 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 24, 2023 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 annual meeting in person, 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 in person at the annual meeting in the event you attend the meeting and revoke your proxy.

This proxy statement and the accompanying proxy card(s) are first being distributed to stockholders of record on or about March 29, 2023.

Hercules, California

March 29, 2023

	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 2023 Annual Meeting of Stockholders to be held on April 25, 2023:
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

2023 ANNUAL MEETING

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

ITEM 1.

ELECTION OF DIRECTORS

DIRECTOR NOMINEES

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

ITEM 3.

ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

ITEM 4.

ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION EVERY 1, 2 OR 3 YEARS

ITEM 5.

STOCKHOLDER PROPOSAL: POLITICAL DISCLOSURE

EXECUTIVE OFFICERS

PRINCIPAL AND MANAGEMENT STOCKHOLDERS

COMPENSATION COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

STOCKHOLDER SAY-ON-PAY VOTE

THE COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

OUR PROCESS FOR SETTING EXECUTIVE COMPENSATION

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS TABLE

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION EXERCISES AND STOCK VESTED TABLE

PENSION BENEFITS

NONQUALIFIED DEFERRED COMPENSATION PLANS

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

PAY RATIO DISCLOSURE

PAY VERSUS PERFORMANCE TABLE

NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE

STOCKHOLDER PROPOSALS

OTHER MATTERS

ANNUAL REPORT

Item	Board Vote Recommendation	Page Reference (for more detail)
1. Election of Directors	FOR each Director Nominee	9
2. Ratification of Auditors	FOR	18
3. Advisory Vote to Approve Executive Compensation	FOR	20
4. Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation Every 1, 2 or 3 Years	EVERY 3 YEARS	21
5. Stockholder Proposal	AGAINST	22

Name	Age	Director since	Occupation	Independent	Committee Memberships	Other Public Company Boards
Jeffrey L. Edwards	62	2017	Former EVP, Chief Financial Officer of Allergan, Inc.	Yes	– Audit – Compensation – Legal & Regulatory Compliance	FibroGen, Inc. Clearside Biomedical, Inc. Lifecore Biomedical, Inc.
Gregory K. Hinckley	76	2017	Former President of Mentor Graphics Corporation	Yes	– Audit – Compensation	SI-BONE, Inc.
Melinda Litherland	65	2017	Retired Partner, Deloitte & Touche LLP	Yes	– Audit – Legal & Regulatory Compliance	Rapid Micro Biosystems, Inc.
Arnold A. Pinkston	64	2017	Corporate Vice President, General Counsel of Edwards Lifesciences Corporation	Yes	– Legal & Regulatory Compliance
Allison Schwartz	42	2022	Commercial Director of Bio-Rad Laboratories, (Canada) Limited	No
Norman Schwartz	73	1995	President, Chief Executive Officer and Chairman of the Board of Bio-Rad	No

		2022		2021
Audit Fees	$	7,351,000	$	8,281,000
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		13,000		18,000

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	150,000	150,000
Gregory K. Hinckley	161,000	161,000
Melinda Litherland	155,000	155,000
Arnold A. Pinkston	140,000	140,000
Alice N. Schwartz⁽¹⁾	40,179	40,179
(1) Alice Schwartz retired from her position as a director effective as of April 26, 2022, and the Board of Directors appointed her a Director Emeritus effective as of April 26, 2022. A Director Emeritus has the option to attend Board meetings and receive Board materials at the discretion of the Secretary of the Company but does not have voting power and does not receive compensation. The fees shown are for her service as a director until April 26, 2022.

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

	2022		2021
Audit Fees⁽¹⁾	$	7,351,000	$	8,281,000
Audit-Related Fees⁽²⁾	0		0
Tax Fees⁽³⁾	0		0
All Other Fees⁽⁴⁾	13,000		18,000
(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, issuance of comfort letters and consents related to SEC registration statements, and attestation services for the statutory audits of international subsidiaries. The fees incurred for KPMG LLP’s services for fiscal year 2021 are set forth in our 2022 Proxy Statement filed with the SEC on March 30, 2022 and have been updated in this 2023 Proxy Statement to reflect final amounts of fees incurred. Such fees for fiscal year 2022 are subject to subsequent adjustment in our 2024 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 2021 and 2022, 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	73
Michael Crowley	Executive Vice President, Global Commercial Operations	61
Diane Dahowski	Executive Vice President, Global Supply Chain	61
Ilan Daskal	Executive Vice President and Chief Financial Officer	57
Timothy S. Ernst	Executive Vice President, General Counsel and Secretary	63
Dara Grantham Wright	Executive Vice President and President, Clinical Diagnostics Group	47
Andrew J. Last	Executive Vice President and Chief Operating Officer	63
Simon May	Executive Vice President and President, Life Science Group	51

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	80.0	%
The Vanguard Group⁽⁴⁾ 100 Vanguard Blvd. Malvern, PA 19355	2,391,436	9.8	%	—	0.0	%
Blackrock, Inc.⁽⁵⁾ 55 East 52nd Street New York, NY 10055	1,582,313	6.5	%	—	0.0	%
Alice N. Schwartz^(6)(7)(8)(9) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	2,734,673	11.2	%	4,555,200	89.8	%
Norman Schwartz^{(6)(8)(9)(10)(11)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	476,362	1.9	%	4,509,643	87.1	%
Steven Schwartz^{(6)(8)(9)(12)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	377,249	1.5	%	4,098,082	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⁽⁸⁾⁽⁹⁾	14,312	0.1	%	3,890	0.1	%
Ilan Daskal⁽¹⁰⁾	4,133	0.0	%	—	0.0	%
Dara Grantham Wright⁽¹⁰⁾	4,553	0.0	%	—	0.0	%
Andrew J. Last⁽¹⁰⁾	6,550	0.0	%	—	0.0	%
Simon May⁽¹⁰⁾	1,582	0.0	%	—	0.0	%
All directors and executive officers as a group^(10)(13) (13 persons)	535,209	2.2	%	4,513,533	87.1	%
(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. 13.7%; The Vanguard Group, 8.1%; BlackRock, Inc. 5.3%; Alice N. Schwartz 24.6%; Norman Schwartz 16.8%; Steven Schwartz 15.1%; Allison Schwartz 0.1%; and all directors and executive officers as a group 17.0%. 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, 2023 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 1, 2023 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
Simon May	Executive Vice President and President, Life Science Group

		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 Performance Stock Units	• 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.
	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.
• The Cooper Companies Inc.	• PerkinElmer, Inc.
• Dentsply Sirona, Inc.	• Quidel Corporation
• Hologic, Inc.	• Qiagen N.V.
• IDEXX Laboratories, Inc.	• ResMed Inc.
• Illumina, Inc.	• Steris Corporation
• Integer Holdings Corporation	• Teleflex Incorporated
• Integra LifeSciences Holdings Corporation	• Waters Corporation
• Intuitive Surgical, Inc.	• West Pharmaceutical Services, Inc.

		IBP Target Plan	Adjusted Target Plan⁽¹⁾	Actual	Adjusted Results⁽²⁾	% of Target⁽³⁾
Corporate Goals	Sales	$2,927.5	$2,842.4	$2,802.2	$2,797.2	98.4	%
	Operating Income (OI)	$531.8	$509.6	$482.6	$478.1	93.8	%
Group Metric Goals	S&OP Deployment	100%	100%	100.0%	100.0%	100.0	%
(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 2022, 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 2022, we modified the Sales achievement and the OI achievement to account for certain legal matters, restructurings, and corrections to certain accounting policies. (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	2022	1,030,154	—	5,398,348	—	1,073,406	26,077	7,527,985
President, Chief Executive Officer and Chairman	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
Ilan Daskal Executive Vice President and Chief Financial Officer	2022	580,241	—	1,800,098	—	353,331	18,862	2,752,532
	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
Andrew J. Last	2022	638,566	—	2,249,393	—	457,382	20,794	3,366,135
Executive Vice President Chief Operating Officer	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
Dara Grantham Wright	2022	539,915	—	1,349,830	—	293,483	16,130	2,199,358
Executive Vice President, President, Clinical Diagnostics Group	2021	516,101	—	1,321,034	386,494	531,576	15,380	2,770,585
	2020	519,231	200,000	908,612	255,863	503,456	164,498	2,551,660
Simon May⁽⁴⁾ Executive Vice President, President, Life Science Group	2022	499,737	—	1,349,830	—	270,845	17,182	2,137,594


(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. Stock Awards for 2022 reflects the grant date fair value of (a) performance stock units at 100% of target, and (b) restricted stock units. Stock Awards for 2021 and 2020 reflects the grant date fair value of restricted stock units. 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 the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Please see the “Grants of Plan-Based Awards Table” for more information regarding equity awards granted during fiscal year 2022. Below are the grant date fair values of the 2022 performance stock units at 100% of target and at a maximum payout of 200% of target.

	Name	Fair Value at Target Payout ($)	Fair Value at Maximum Payout ($)
	Norman Schwartz	1,349,830	2,699,660
	Ilan Daskal	450,268	900,536
	Andrew J. Last	562,591	1,125,182
	Dara Grantham Wright	337,458	674,916
	Simon May	337,458	674,916
(2) “Non-Equity Incentive Plan Compensation” is composed entirely of cash bonuses awarded under the IBP with respect to performance during the 2020, 2021 and 2022 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 2020 were paid during fiscal year 2021, amounts earned in 2021 were paid during fiscal year 2022 and amounts earned in 2022 were paid in fiscal year 2023. (3) “All Other Compensation” for 2022 represents: contributions to each named executive officer of $15,250 to our tax qualified profit sharing plan; and term life insurance costs paid on behalf of the named executive officers. (4) Dr. May became a named executive officer for the first time for the fiscal year ended December 31, 2022.

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾	Grant Date Fair Value of Stock Awards ($)⁽⁴⁾
Name	Grant Date	Threshold ($)⁽¹⁾	Target ($)⁽¹⁾	Maximum ($)⁽¹⁾	Threshold (#)⁽²⁾	Target (#)⁽²⁾	Maximum (#)⁽²⁾		Grant Date Fair Value of Stock Awards ($)⁽⁴⁾
Norman Schwartz	—	618,542	1,237,085	2,474,170
	9/1/2022				1,388	2,776	5,552		1,349,830
	9/1/2022							8,326	4,048,518
Ilan Daskal	—	203,604	407,209	814,418
	9/1/2022				463	926	1,852		450,268
	9/1/2022							2,776	1,349,830
Andrew J. Last	—	263,563	527,126	1,054,252
	9/1/2022				579	1,157	2,314		562,591
	9/1/2022							3,469	1,686,802
Dara Grantham Wright	—	169,117	338,235	676,470
Dara Grantham Wright	9/1/2022				347	694	1,388		337,458
	9/1/2022							2,082	1,012,372
Simon May	—	156,072	312,144	624,288
	9/1/2022				347	694	1,388		337,458
	9/1/2022							2,082	1,012,372
(1) These amounts represent threshold, target and maximum amounts that could have been earned for fiscal year 2022 pursuant to the IBP. Actual amounts earned for fiscal year 2022 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 the range of potential future payout amounts under grants of performance stock units made in 2022 under our 2017 Incentive Award Plan. 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 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 employment. 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 amounts set forth in the “Grant Date Fair Value of Stock 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 the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. For performance stock units, the number of shares used is the target number of performance stock units.

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⁾	Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)⁽⁶⁾	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁵⁾
Norman Schwartz	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	13,000	—	215.98	9/5/2027	—	—	—	—
	9/4/2018	10,400	2,600	326.15	9/4/2028	2,600	1,093,274	—	—
	9/3/2019	6,957	4,640	333.34	9/3/2029	4,640	1,951,074	—	—
	9/2/2020	3,610	3,610	524.30	9/2/2030	3,610	1,517,969	—	—
	9/1/2021	1,266	3,798	814.95	9/1/2031	3,798	1,597,021	—	—
	9/1/2022	—	—	—	—	8,326	3,501,000	1,388	583,640
Ilan Daskal	4/8/2019	700	1,400	309.84	4/8/2029	1,400	588,686	—	—
	9/2/2020	542	1,084	524.30	9/2/2030	1,084	455,811	—	—
	9/1/2021	455	1,368	814.95	9/1/2031	1,368	575,230	—	—
	9/1/2022	—	—	—	—	2,776	1,167,280	463	194,687
Andrew J. Last	4/29/2019	1,000	2,000	299.24	4/29/2029	2,000	840,980	—	—
	9/2/2020	1,804	1,806	524.30	9/2/2030	1,806	759,405	—	—
	9/1/2021	633	1,899	814.95	9/1/2031	1,899	798,511	—	—
	9/1/2022	—	—	—	—	3,469	1,458,680	579	243,464
Dara Grantham Wright	12/16/2019	1,506	1,005	366.89	12/16/2029	1,005	422,592	—	—
	9/2/2020	866	867	524.30	9/2/2030	867	364,565	—	—
	9/1/2021	405	1,216	814.95	9/1/2031	1,216	511,316	—	—
	9/1/2022	—	—	—	—	2,082	875,460	347	145,910
Simon May	9/4/2018	—	—	—	—	600	252,294	—	—
	9/3/2019	—	—	—	—	1,052	442,355	—	—
	9/2/2020	—	—	—	—	819	344,381	—	—
	9/1/2021	—	—	—	—	1,115	468,846	—	—
	9/1/2022	—	—	—	—	2,082	875,460	347	145,910
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 employment or 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 employment or 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 employment. 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 employment. (5) Market Value is calculated based on closing price of the Company’s Common Stock on December 30, 2022, which was $420.49 for Class A shares. (6) Number of performance stock units is based on achievement of minimum threshold performance.

Name	Potential Benefits Under Equity Plan Based 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⁾	Intrinsic Value of Accelerated Performance Stock Units ($)⁽³⁾	Estimated Cash Payments (Termination Following CIC) ($)⁽⁴⁾	Estimated COBRA Benefit (Termination Following CIC) ($)⁽⁵⁾	Estimated Severance Pay (Without CIC) ($)
Norman Schwartz	649,660	9,660,338	1,167,280	1,237,085	—	1,040,000
Ilan Daskal	154,910	2,787,007	389,374	1,973,021	43,739	596,500
Andrew J. Last	242,500	3,857,576	486,507	2,319,776	46,106	646,000
Dara Grantham Wright	53,868	2,173,933	291,820	1,730,557	43,739	546,009
Simon May	—	2,383,336	291,820	1,587,144	38,044	500,000
(1) Intrinsic value is based on the difference between the closing price of the Company’s applicable class of Common Stock on December 30, 2022 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 30, 2022. (3) Intrinsic value is based on the closing price of the Company’s applicable class of Common Stock on December 30, 2022 and the target number of performance stock units. (4) Cash Payments under Executive Change in Control Severance Plan include (A) A cash payment equal to the product of (i) the executive’s “applicable severance period” (as defined in the plan, and which for Messrs. Daskal, Last and May and Ms. Grantham Wright is 18 months) and (ii) the sum of (a) the participant’s weekly rate of then current annual base salary, plus (b) the participant’s target annual incentive bonus for the year in which such termination occurs divided by fifty-two, payable in a single lump-sum no later than the fifteenth day of the third calendar month after the month in which such termination occurs (Mr. Schwartz does not receive this benefit); and (B)A cash payment equal to (i) the amount of any target annual cash incentive bonus for the year in which the termination occurs prorated as of the date of termination and (ii) the amount of any annual cash incentive bonus earned for any fiscal year that ended before the termination date that remains unpaid (if any), payable in a single lump-sum no later than the fifteenth day of the third calendar month after the month in which such termination occurs. (5) Under Executive Change in Control Severance Plan, includes reimbursement of COBRA or Cal-COBRA premium payments for the executive and his or her dependents for up to 18 months for Messrs. Daskal, Last and May and Ms. Grantham Wright (Mr. Schwartz does not receive this benefit).


Median Employee Total Compensation	$	79,648
CEO’s Total Compensation	$	7,527,985
Ratio of CEO to Median Employee Total Compensation		95:1

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
					Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)⁽¹⁾	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)⁽¹⁾	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)⁽²⁾	Net Income ($)	Operating Income ($)⁽³⁾
2022	7,527,985	(8,179,992)	2,613,905	(201,923)	113.64	142.26	(3,627,535,000)	482,616,000
2021	8,695,925	20,595,138	3,192,227	4,907,168	204.19	184.53	4,254,257,000	500,336,000
2020	7,992,423	21,512,399	2,825,690	4,701,780	157.54	133.01	3,814,229,000	421,326,000
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Notice of Annual Meeting of Stockholders

Proxy Summary

Bio-Rad 2023 Annual Meeting of Stockholders

Eligibility to Vote (page 6)

How to Cast Your Vote (page 7)

Voting Matters (pages 9, 18, 20, 21 and 22)

Board Nominees (page 9)

Auditors (page 18)

Advisory (Non-Binding) Vote to Approve Executive Compensation (page 20)

Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation Every 1, 2 or 3 Years (page 21)

Stockholder Proposal: Political Disclosure (page 22)

Proxy Statement

2023 ANNUAL MEETING

General Information About the Meeting and Voting

What items of business will be voted on at the Annual Meeting?

What is included in the proxy materials?

What shares can I vote?

How many votes am I entitled to per share?

What constitutes a quorum for the Annual Meeting?

How many votes are needed to approve each item of business?

What effect do broker non-votes and abstentions have on the items of business?

How do I vote?

What happens if I do not provide instructions on how to vote or if other matters are presented for determination at the Annual Meeting?

May I change my vote?

What rights do I have if I dissent on an item of business?

Who will bear the cost of soliciting votes for the Annual Meeting?

Item 1. Election of Directors

DIRECTOR NOMINEES

Director Compensation

Information About the Board of Directors and Corporate Governance

CONTROLLED COMPANY

INDEPENDENT DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

COMPENSATION COMMITTEE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

LEGAL AND REGULATORY COMPLIANCE COMMITTEE

NOMINATING COMMITTEE FUNCTIONS

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

Item 3. Advisory (Non-Binding) Vote to Approve Executive Compensation

Item 4. Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation Every 1, 2 or 3 Years

Item 5. Stockholder Proposal: Political Disclosure

Executive Officers

MICHAEL CROWLEY

DIANE DAHOWSKI

ILAN DASKAL

TIMOTHY S. ERNST

DARA GRANTHAM WRIGHT

ANDREW J. LAST

SIMON MAY

Principal and Management Stockholders

Compensation Committee Report

Compensation Discussion and Analysis

COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

STOCKHOLDER SAY-ON-PAY VOTE

THE COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

OUR PROCESS FOR SETTING EXECUTIVE COMPENSATION

BASE PAY

INCENTIVE BONUS PLAN, OR IBP (CASH-BASED INCENTIVE PROGRAM)

EQUITY COMPENSATION

OTHER COMPENSATION

401(k) Plan

Health and Welfare Benefits

Term Life Insurance

INTERNAL PAY EQUITY

TAX CONSIDERATIONS

Compensation Tables

SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS TABLE

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION EXERCISES AND STOCK VESTED TABLE

PENSION BENEFITS

Year	PEO	Non-PEO NEOs
Year	PEO	Non-PEO NEOs
2022	Norman Schwartz	Ilan Daskal, Andrew J. Last, Dara Grantham Wright, and Simon May
2021	Norman Schwartz	Ilan Daskal, Andrew J. Last, Dara Grantham Wright, and Michael Crowley
2020	Norman Schwartz	Ilan Daskal, Andrew J. Last, Dara Grantham Wright, and Annette Tumolo

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
		2020		2021		2022
	Adjustments	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs
	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	(4,979,219)	(1,552,522)	(5,550,383)	(2,000,631)	(5,398,348)	(1,687,288)
	Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	5,810,738	1,777,727	5,069,873	1,910,628	3,112,887	1,702,143
	Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End	9,722,027	1,422,262	6,739,338	1,214,409	(8,215,022)	(2,062,446)
	Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date	2,966,430	228,623	5,640,385	590,535	(5,207,494)	(768,237)
	TOTAL ADJUSTMENTS	13,519,976	1,876,090	11,899,213	1,714,941	(15,707,977)	(2,815,828)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for PSU awards, the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in-the-money options, the expected life estimated at the grant date reduced by the time lapsed from the grant date to the revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and prior fiscal years.
(2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P 500 Life Sciences Tools & Services Index (the “Peer Group”). (3) Operating Income is a GAAP measure. We selected operating income as the Company Selected Measure because, among other things, operating income is a significantly weighted measure under our cash based-incentive bonus plan.

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