Bio-Techne Corp. failed to get shareholder approval on its executive compensation plan. While the vote is nonbinding, a no vote is rare.
Shareholders take stand against Bio-Techne's executive pay plan
Discord comes amid the impending retirement of CEO Charles Kummeth.
November 1, 2023 at 4:38PM
Only 35% of shareholders supported the plan during the so-called say-on-pay vote during last week's annual meeting, according to a Securities and Exchange Commission filing made on Tuesday.
The vote results are not a surprise. In previous years, Bio-Techne has received weak shareholder support for the executive compensation plan. Last year, 62% of shareholders supported the plan, and the year before only 55% cast yes votes.
This year the independent proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) — as they have in the past — recommended that Bio-Techne's shareholders vote against the plan.
Both proxy advisory firms suggested there was a disconnect between President and CEO Charles Kummeth's pay and Bio-Techne's overall performance relative to peers. Glass Lewis gave Bio-Techne's executive pay package D grades for the previous three years and again recommended a vote against the pay plans this year.
"The compensation committee demonstrated sufficient responsiveness to last year's relatively low say-on-pay vote result by making changes based on shareholder feedback," wrote ISS in its 2023 report on Bio-Techne. "However, there are new pay program concerns, including disclosure and magnitude issues around the CEO's equity awards."
Equity awards for years have fueled compensation for Kummeth. For the year ended June 30, Kummeth's total pay was $59.5 million, a 19% increase from the $49.9 million he realized in the prior year.
The totals includes the value of previously issued restricted stock and stock options that vested during the year or that Kummeth elected to exercise. It does not include the value of new equity grants that were granted, so the $49.9 million total differs from what is in the summary compensation table of the proxy.
Kummeth's base salary for Bio-Techne's fiscal 2023 was $1.2 million, unchanged from the prior year, but his annual cash incentive bonus was $54,092, down from $3.9 million as the company missed overall revenue and earnings targets for the year.
Executive compensation plans generally get strong shareholder support. During this year's proxy season, the plans received an average of 90% support from shareholders, according to consulting firm WTW.
This year, shareholders voted against executive compensation plans at 49 companies in the Russell 3000 index that held votes through mid-July. In 2022, there were 69 failed votes, and in 2021, there were 60.
Kummeth has been CEO of Bio-Techne since 2013 and in August 2022, Kummeth announced he would retire as CEO. Earlier this month, the company named Kim Kelderman, the president of its diagnostics and genomics segment, to succeed Kummeth.
Kelderman becomes CEO on Feb. 1. Kummeth will then remain a senior adviser until his July 1 retirement. As part of the transition, Kelderman becomes chief operating officer this week.
On Tuesday, Bio-Techne also reported financial results for the first quarter of its fiscal 2024, which ended on Sept. 30. The company saw sales of $276.9 million, up 2.7% from a year ago, with a net profit of $51 million. On the bottom line, Bio-Techne's profits were down 43% compared to last year.
Bio-Techne's stock total return has been down 34% year-to-date.
The Richfield-based retailer missed profit expectations for the first time in two years, leading to a stock drop in pre-market trading. Sales continued to slide.
