BIO-RAD LABORATORIES, INC.

DEF 14A 1 lbio2021_def14a.htm BIO RAD LABORATORIES INC - DEF 14A BIO-RAD LABORATORIES, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive
Hercules, California 94547

Notice of Annual Meeting of Stockholders

Tuesday, April 27, 2021

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 27, 2021 at 4:00 p.m., Pacific Daylight Time. In light of the COVID-19 pandemic and governmental restrictions on in-person gatherings, 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 www.meetingcenter.io/227964993 by following the instructions that accompanied your proxy materials. The password for the meeting is BIO2021. 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, 2021; 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 March 1, 2021 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 31, 2021.

Hercules, California

March 31, 2021

	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 2021 Annual Meeting of Stockholders to be held on April 27, 2021:
The proxy statement and annual report of Bio-Rad Laboratories, Inc. are available at www.bio-radproxy.com.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

ITEM 1.

ELECTION OF DIRECTORS

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

THE COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

OUR PROCESS FOR SETTING EXECUTIVE COMPENSATION

Name	Age	Director since	Occupation	Independent	Committee Memberships	Other Public Company Boards
Jeffrey L. Edwards	60	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	74	2017	Former President of Mentor Graphics Corporation	Yes	– Audit – Legal & Regulatory Compliance	SI-BONE, Inc.
Melinda Litherland	63	2017	Retired Partner, Deloitte & Touche LLP	Yes	– Audit – Compensation
Arnold A. Pinkston	62	2017	Corporate Vice President, General Counsel of Edwards Lifesciences Corporation	Yes	– Legal & Regulatory Compliance
Alice N. Schwartz	94	1967	Co-Founder and Director of Bio-Rad	No
Norman Schwartz	71	1995	President, Chief Executive Officer and Chairman of the Board of Bio-Rad	No

		2020		2019
Audit Fees	$	10,065,000	$	11,124,000
Audit-Related Fees		0		8,000
Tax Fees		0		110,000
All Other Fees		8,000		10,000

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	155,000	155,000
Melinda Litherland	148,000	148,000
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

	2020		2019
Audit Fees⁽¹⁾	$	10,065,000	$	11,124,000
Audit-Related Fees⁽²⁾	0		8,000
Tax Fees⁽³⁾	0		110,000
All Other Fees⁽⁴⁾	8,000		10,000
(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 2019 are set forth in our 2020 Proxy Statement filed with the SEC on April 1, 2020 and have been updated in this 2021 Proxy Statement to reflect final amounts of fees incurred. Such fees for fiscal year 2020 are subject to subsequent adjustment in our 2022 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 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.

Name	Position with Bio-Rad	Age
Norman Schwartz	President, Chief Executive Officer and Chairman of the Board	71
Michael Crowley	Executive Vice President, Global Commercial Operations	59
Ilan Daskal	Executive Vice President and Chief Financial Officer	55
Timothy S. Ernst	Executive Vice President, General Counsel and Secretary	61
Dara Grantham Wright	Executive Vice President and President, Clinical Diagnostics Group	45
Ronald W. Hutton	Vice President and Treasurer	63
Andrew J. Last	Executive Vice President and Chief Operating Officer	61
Giovanni Magni⁽¹⁾	Executive Vice President and Chief Strategy Officer	64
Annette Tumolo	Executive Vice President and President, Life Science Group	66
(1) Mr. Magni retired from his position as Executive Vice President and Chief Strategy Officer effective September 19, 2020.

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	2,272,373	9.2	%	—	0.0	%
Blackrock, Inc.⁽⁵⁾ 55 East 52nd Street New York, NY 10055	1,892,336	7.6	%	—	0.0	%
FMR LLC⁽⁶⁾ 245 Summer Street Boston, MA 02210	1,692,254	6.8	%	—	0.0	%
Alice N. Schwartz^{(7)(8)(9)(10)(11)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	2,735,313	11.0	%	4,555,572	89.8	%
Norman Schwartz^{(7)(10)(11)(12)(13)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	444,210	1.8	%	4,549,416	86.6	%
Steven Schwartz^{(7)(10)(11)(14)} Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	373,884	1.5	%	4,097,958	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	%
Ilan Daskal⁽¹²⁾	2,557	0.0	%	—	0.0	%
Dara Grantham Wright⁽¹²⁾	830	0.0	%	—	0.0	%
Andrew J. Last⁽¹²⁾	3,734	0.0	%	—	0.0	%
Annette Tumolo⁽¹²⁾	7,255	0.0	%	—	0.0	%
All directors and executive officers as a group⁽¹²⁾ (14 persons)	3,213,255	13.0	%	5,044,934	96.1	%
(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. 13.6%; The Vanguard Group, 7.6%; BlackRock, Inc. 6.3%; FMR LLC 5.7%; Alice N. Schwartz 24.4%; Norman Schwartz 16.6%; Steven Schwartz 15.0%; and all directors and executive officers as a group 27.5%. 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 10, 2021 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 January 29, 2021 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act. (6) Based solely on a Schedule 13G filed on February 8, 2021 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act. (7) Includes 4,060,054 shares of Class B Common Stock held by Blue Raven Partners, L.P.

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
Annette Tumolo	Executive Vice President and President, Life Science Group

		Pay Element	Objective	Performance-Rewarded
FIXED	Annual	Base Salary	Provide fixed base of cash compensation commensurate with position and experience	Based in part on the Company’s and the NEO’s individual performance
AT RISK OR PERFORMANCE-BASED	Long-Term	Restricted Stock Units and Stock Options	Align NEO’s interests with stockholders; retention tool	Increase in the Company’s share price
AT RISK OR PERFORMANCE-BASED	Annual	Incentive Bonus Plan (IBP)	Achieve annual performance goals	Company’s performance based on sales and direct contribution from operations (DC).

● 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⁽¹⁾	Adjusted Target Plan⁽²⁾	Actual	Adjusted Results⁽³⁾	% of Target⁽⁴⁾
Corporate Goals	Sales	$2,411.9	$2,433.7	$2,545.6	$2,514.2	103.3	%
	DC	309.9	$314.1	$411.0	$384.1	122.3	%
(1) As discussed in the paragraph above, in July 2020 we reduced our IBP Target Plan Corporate Sales goal of $2,411.9 by $50 million to take into account the significant potential impact of the COVID-19 pandemic. However, this reduction ended up having no effect on the actual bonus payments that were made for 2020. Since the Actual Corporate Sales amount of $2,545.6 million that the Company achieved exceeded the original IBP Target Plan Corporate Sales amount of $2,411.9 million, bonus payments for 2020 were above-target and so were based on the original IBP Target Plan Corporate Sales amount of $2,411.9 million (which was increased to $2,433.7 million to account for the effect of foreign currency as described below in footnote 2). (2) 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 2020, we adjusted our IBP Target Plan Corporate Sales goal and IBP Target Plan Corporate DC goal to account for the effect of foreign currency. (3) 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 2020, we modified the Sales achievement and the DC achievement to account for a legal matter. (4) 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 President, Chief Executive Officer and Chairman	2020	986,538	—	3,785,446	1,193,773	2,000,094	26,572	7,992,423
	2019	950,000	—	3,865,744	1,277,192	1,143,383	24,734	7,261,053
	2018	942,468	—	4,239,950	1,711,111	490,200	255,685	7,639,414
Ilan Daskal⁽⁴⁾ Executive Vice President and Chief Financial Officer	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⁽⁴⁾ Executive Vice President Chief Operating Officer	2020	612,346	—	1,892,723	532,987	871,437	14,659	3,924,152
	2019	387,019	50,000⁽⁵⁾	1,496,200	412,894	335,023	53,625	2,734,761

Dara Grantham Wright⁽⁶⁾ Executive Vice President, President, Clinical Diagnostics Group	2020	519,231	200,000⁽⁷⁾	908,612	255,863	503,456	164,498	2,551,660


Annette Tumolo Executive Vice President, President, Life Science Group	2020	518,635	—	908,612	255,863	508,491	24,918	2,216,519
	2019	480,304	—	928,019	235,208	270,062	19,544	1,933,137
	2018	462,811	—	978,450	267,746	133,386	19,294	1,861,687
(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, 2020 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 2020. (2) “Non-Equity Incentive Plan Compensation” is composed entirely of cash bonuses awarded under the IBP with respect to performance during the 2018, 2019 and 2020 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 2018 were paid during fiscal year 2019, amounts earned in 2019 were paid during fiscal year 2020 and amounts earned in 2020 were paid in fiscal year 2021. (3) “All Other Compensation” for 2020 represents: contributions to each of Mr. Schwartz and Ms. Tumolo of $14,250 to our tax qualified profit sharing plan, and the other named executive officers received contributions in the following amounts, based on their respective hire dates in 2019 and the applicable eligibility waiting period: Mr. Daskal: $7,894; Dr. Last: $9,115; and Ms. Grantham Wright: $6,731; 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) Mr. Daskal and Dr. Last each became a named executive officer for the first time for the fiscal year ended December 31, 2019. (5) Represents a sign-on bonus paid to Dr. Last in connection with his commencement of employment with us. (6) Ms. Grantham Wright became a named executive officer for the first time for the fiscal year ended December 31, 2020. (7) Represents a sign-on bonus paid to Ms. Grantham Wright in connection with her commencement of employment with us.

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	—	546,250	1,092,500	2,185,000
	9/2/2020				7,220			3,785,446
	9/2/2020					7,220	524.30	1,193,773
Ilan Daskal	—	167,375	334,750	669,500
	9/2/2020				2,166			1,135,634
	9/2/2020					2,166	524.30	319,792
Andrew J. Last	—	238,000	476,000	925,000
	9/2/2020				3,610			1,892,723
	9/2/2020					3,610	524.30	532,987
Dara Grantham Wright	—	138,875	277,750	555,500
Dara Grantham Wright	9/2/2020				1,733			908,612
	9/2/2020					1,733	524.30	255,863
Annette Tumolo	—	137,500	275,000	550,000
	9/2/2020				1,733			908,612
	9/2/2020					1,733	524.30	255,863
(1) These amounts represent threshold, target and maximum amounts that could have been earned for fiscal year 2020 pursuant to the IBP. Actual amounts earned for fiscal year 2020 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, 2020.

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	11/4/2011	37,000	—	100.06	11/4/2021	—	—
	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	12,000	3,000	159.32	9/7/2026	3,000	1,722,450
	9/5/2017	7,800	5,200	215.98	9/5/2027	5,200	3,031,288
	9/4/2018	5,200	7,800	326.15	9/4/2028	7,800	4,546,932
	9/3/2019	2,319	9,278	333.34	9/3/2029	9,278	5,408,517
	9/2/2020	—	7,220	524.30	9/2/2030	7,220	4,208,827
Ilan Daskal	4/8/2019	700	2,800	309.84	4/8/2029	2,800	1,632,232
	9/2/2020	—	2,166	524.30	9/2/2030	2,166	1,262,648
Andrew J. Last	4/29/2019	1,000	4,000	299.24	4/29/2029	4,000	2,331,760
	9/2/2020	—	3,610	524.30	9/2/2030	3,610	2,104,413
Dara Grantham Wright	12/16/2019	502	2,009	366.89	12/16/2029	2,009	1,171,126
	9/2/2020	—	1,733	524.30	9/2/2030	1,733	1,010,235
Annette Tumolo	9/7/2016	—	600	159.32	9/7/2026	600	349,764
	9/5/2017	1,800	1,200	215.98	9/5/2027	1,200	699,528
	9/4/2018	1,200	1,800	326.15	9/4/2028	1,800	1,049,292
	9/3/2019	556	2,228	333.34	9/3/2029	2,228	1,298,790
	9/2/2020	—	1,733	524.30	9/2/2030	1,733	1,010,235
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 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 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, 2020, which was $582.94 for Class A shares and $574.15 for Class B 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 ($)
Norman Schwartz (Class A Common Stock)	6,650,324	17,195,564	950,000
Norman Schwartz (Class B Common Stock)	1,244,490	1,722,450	(see line above)
Ilan Daskal	891,694	2,894,880	515,000
Andrew J. Last	1,346,490	4,436,173	595,000
Dara Grantham Wright	535,668	2,181,361	57,700
Annette Tumolo	1,814,478	4,407,609	505,000
(1) Intrinsic value is based on the difference between the closing price of the Company’s applicable class of Common Stock on December 31, 2020 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, 2020.


Median Employee Total Compensation	$	78,068
CEO’s Total Compensation	$	7,992,423
Ratio of CEO to Median Employee Total Compensation		102:1

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