BIO-RAD LABORATORIES, INC. BIO

62% shingled-prose overlap between the two filings.

2025: 32,030 chars · 2026: 29,594 chars

• Committee Report:63% overlap (5,298 → 6,000 chars)
• Pay Ratio (Item 402(u)):9% overlap (6,609 → 59,998 chars)
• Say-on-Pay proposal:4% overlap (1,039 → 25,000 chars)

• changedIn this Compensation Discussion and Analysis, we review the objectives and elements of our execution compensation program and discuss the 2025 2024compensation earned by our named executive officers, or NEOs.
• changedFor 2025, 2024,our named executive officers were:
• changedNamePositionNorman NamePositionNormanSchwartz Chief Executive Officer and Chairman of the Board Roop K.
• newDiVincenzo President and Chief Operating Officer Rajat MehtaExecutive Vice President, Global Commercial Operations James BarryExecutive Vice President and President, Life Science Group
• changed•To ●Topay salaries that are competitive in our industry and our geographical market.
• changed•To ●Touse executive pay practices that are commonly found in our industry, as appropriate.
• changed•To ●Topay salaries and award merit increases on the basis of the individual executive’s performance and contributions and the value of the executive’s position within our organization.
• changed•To ●Tomaintain a “pay for performance” outlook, particularly in our incentive programs.
• changed•To ●Tomanage risk taking by incorporating objective company performance goals into our incentive programs.
• changedAccordingly, the next say-on-pay advisory vote will be held this year at our 2026 meeting of stockholders.
• new34BIO-RAD LABORATORIES, INC.
• new- 2026 Proxy Statement
• newPay ElementObjectiveFIXEDAnnualBase 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-BASEDLong-TermRestricted 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.AnnualIncentive 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.
• changed•These ●Thesetypes of programs, as a package, are typically offered by the companies from which we seek executive talent.
• changed•These ●Theseprograms provide immediate and long-term incentives for the executive officers, thereby helping to align the executives’ interests with those of the Company and its stockholders.
• changed•We ●Weapply differing performance goals to the various types of pay to help motivate the executives to accomplish separate and diverse corporate and individual goals.
• changed•Diverse ●Diverseprograms, performance goals and payout timing help manage risk taking.
• changedIn 2025, 2024,Compensia, Inc. acted as a compensation advisor to our Compensation Committee.
• changedIn 2025, 2024,our Human Resources Department also reviewed data from the Radford Technology Survey, which provides data from a wide range of technology sub-industries, and Willis Towers Watson, which provides compensationinformationforexecutivepositionsinpubliclytradedpeercompanies.
• new- 2026 Proxy Statement35
• newcompensation information for executive positions in publicly traded peer companies.
• changedIn addition, we review the compensation of a smaller group of companies in industry sectors in which we compete to provide additional guidance in setting base pay.
• changedIn 2025 2024the companies we considered comprising our peer group were:
• new•Agilent Technologies Inc.•LivaNova PLC•Bruker Corporation•Mettler-Toledo International Inc.•Charles River Laboratories, Inc.•Qiagen N.V.•The Cooper Companies Inc.•QuidelOrtho Corporation•Dentsply Sirona, Inc.•ResMed Inc.•Haemonetics Corporation•Revvity, Inc.•Hologic, Inc.•Sotera Health Company•IDEXX Laboratories, Inc.•Steris Corporation•Illumina, Inc.•Teleflex Incorporated•Integer Holdings Corporation•Waters Corporation•Integra LifeSciences Holdings Corporation•West Pharmaceutical Services, Inc.•Lantheus Holdings
• newThe 2025 peer group was modified relative to our 2024 peer group as follows: NuVasive, Inc. was removed from the list since it was acquired by Globus Medical.
• newThe following three companies were added: Haemonetics Corporation, Lantheus Holdings, and Sotera Health Company.
• changedThe 2025 2024peer group included twenty-three twenty-onelife sciences and medical products companies with $1 to $7 $5billion in annual revenues in order to include companies that were of similar size and in similar industries to the Company.
• newThe modifications to the peer group were made to more closely align the size and industry of the peer group companies to the size and industry of the Company.
• changed•The ●Thefinancial position of the Company compared to the previous year;
• changed•General ●Generaleconomic conditions both nationally and in the local market of our corporate office;
• changed•The ●Theexecutive’s achievement of individual performance goals established for the year; and
• changed•Where ●Wherethe executive’s current base pay falls relative to survey data and other company executives.
• changedIn 2025, 2024,each of our named executive officers who was wereemployed at our company at sincethe beginning of 2025 2024received a merit increase to his base pay based on the factors described above.
• changedThese increases ranged between 1.65% and 6.5% were2.5%of base pay and were effective as of April 1, 2025. 2024.
• newAs a result, our named executive officers’ annual base salaries effective April 1, 2025 were as follows: Mr. Schwartz: $1,098,000; Mr. Lakkaraju: $639,000; Mr. DiVincenzo: $676,000; and Mr. Barry: $540,750.
• newThe base salary of Mr. Mehta, who was hired during 2025, was $545,000.
• changedIn 2025 2024the metrics were:
• new•Global Sales; and
• changed•Profit ●Profitexpressed as global operating income (OI).
• changedThe bonuses of all our named executive officers were applied at the Corporate level and were based on the following weighting of these metrics: Global CorporateSales (60%), CorporateOI (40%).
• new36BIO-RAD LABORATORIES, INC.
• new- 2026 Proxy Statement
• changedThe following table shows our financial goals under the IBP for fiscal 2025 2024relevant to our named executive officers for Corporate goals, and our performance compared to those goals (in millions):
• newIBPTarget PlanAdjusted IBPTarget Plan(1)ActualAdjustedResults(2)% ofTarget(3)Corporate GoalsGlobal Sales$2,589.0 $2,589.4 $2,583.2 $2,513.9 97.1%Operating Income (OI)$355.0 $353.5 $47.2 $327.0 92.5%
• changedIn 2025, 2024,we adjusted our IBP Target Plan Corporate OI goal and our IBP Target Plan Corporate Sales goal to account for the effect of foreign currency.
• changed(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 and the Compensation Committee. Officer.
• newIn 2025, we modified the Sales achievement and the OI achievement to account for market-related adjustments, certain intangible asset impairments, restructurings, and acquisition-related expenses.
• newThe market-related adjustments to the OI component did not apply to Mr. Schwartz, and as a result, he did not receive a bonus under the OI component of the program.
• changed(3)Includes the effects of the adjustments and achieved results for our named executive officers as described in footnotes 1 and 2 and3above.
• newThe % of Target for Mr. Schwartz was 96.5% for Global Sales and 0% for Operating Income.
• changedIn 2025 2024the target bonuses for our named executive officers as a percentage of their base pay were as follows: Mr. Schwartz: 125% (no change from 2024); 2023);Mr. Lakkaraju: 75% (no change from (hiredin2024); Mr. DiVincenzo: 100% (no change from 2024); Mr. Mehta: 70% (hired in 2025); and 2024);Mr. Barry: Crowley:70% (no change from 2023);andMs.Englehardt:70%(hiredin2024).
• changedIn 2025, 2024,the IBP awards for all named executive officers were not adjusted for this individual component of the IBP.
• newWith respect to bonuses for 2025, each of our named executive officers achieved 70.8% of their target bonus opportunity under the 2025 IBP, except for Mr. Schwartz, who received 41.25% of his targeted bonus opportunity.
• changedThe individual target bonus levels for our named executive officers in 2025 2024are set forth in the “Grants of Plan-Based Awards Table,” and the bonuses paid to our named executive officers under the 2025 2024IBP are set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”
• changedNo such payments were made to any of the named executive officers in the last year, other than asign-onbonusof$50,000thatwaspaidtoMs.Englehardtin2024inconnectionwiththecommencementofheremploymentwithus,anda sign-on bonus of $1,300,000 that was paid to Mr. DiVincenzo in February 2025 in connection with the commencement of his employment with us in September 2024.
• changedIn 2025, 2024,we granted Class A non-qualified stock options and Class A restricted stock units (“RSUs”) to our named executive officers.
• changedOptions granted to named executive officers in 2025 2024vest on a four-year basis, at a rate of 25% of the option grant on each anniversary date of the grant subject to continued employment with the Company.
• changedRSUs granted to our named executive officers in 2025 2024vest on a four-year basis at a rate of 25% per year beginning one year from the grant date subject to continued employment with the Company.
• newNote that Mr. Mehta received only RSUs since he joined the Company in 2025 after the annual grant of non-qualified stock options had occurred.
• new- 2026 Proxy Statement37
• changedIn 2025 2024we determined competitive market grant levels using the Radford Technology Survey and reported equity practice data informationfrom our peer group. WillisTowersWatson.
• changedNext, we considered the size of the equity pool, which contains a number of shares that approximates a percentage of our outstanding shares as of the prior year. year,whichin2024was1.1%.
• changedThe Board provided the approved equity grants grantand pricing information to the Chief Executive Officer for implementation.
• changedThe Board of Directors approved the 2025 2024option grants to our named executive officers on February 7, 2025, 9,2024,with a grant date of March 3, 2025, 8,2024,and approved the 2025 2024RSU grants to our named executive officers on September 5, 2025 6,2024with a grant date of September 5, 2025. 6,2024.
• changedThe equity grants for our named executive officers in 2025 2024are set forth in the “Grants of Plan-Based Awards Table.”
• changedWe believe that the grant of RSUs and fairmarketvaluestock options provides benefits to both the Company and the executive.
• changed•The ●TheRSUs and the options help to align the executive’s financial interest with the Company’s and the stockholders’ long-term interests.
• changed•The ●TheRSUs and options help us retain the executives in a competitive market.
• changed•They ●Theycan realize additional income as grants vest or if our shares increase in value.
• changed•With ●Withrespect to options, they have no personal income tax impact until they exercise the options.
• new38BIO-RAD LABORATORIES, INC.
• new- 2026 Proxy Statement
• changedThe employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan.
• newIn 2025, each of the named executive officers received a contribution in the amount of $17,500 from the Company, except for Mr. Mehta who did not receive a profit sharing contribution based on his hire date in 2025 and the applicable eligibility waiting period.
• changedBecause of the importance placed by the Company on the health and welfare of its employees, the Company paid approximately 80% of the premiums associated with health programs on behalf of all of its regular status employees and their dependents in 2025. 2024.
• changedIn addition to the foregoing, the Company also provides all eligible regular status employees with term life insurance coverage of two times annual salary up to a maximum of $750,000.
• new- 2026 Proxy Statement39
• new40BIO-RAD LABORATORIES, INC.
• new- 2026 Proxy Statement