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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

The following Pay Versus Performance information presents the compensation of our NEOs disclosed in the Summary Compensation Table as well as Compensation Actually Paid (“CAP”) to our NEOs and certain performance measures prepared in accordance with Item 402(v) of SEC Regulations S-K as of December 31, 2022.

 

As discussed further below, the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year. The Compensation Committee did not consider the Pay Versus Performance information in making its compensation decisions for our NEOs. For additional information about our performance-based pay philosophy on how the Compensation Committee aligns executive compensation with our performance, refer to the “Compensation discussion and analysis” section above.

 

                   

Value of Initial Fixed $100 Investment Based On:

       

Year

 

Summary

Compensation

Table Total for

PEO (1)

 

Compensation

Actually Paid to

PEO (2)

 

Average

Summary

Compensation

Table Total for

Non-PEO NEOs

(1)

 

Average

Compensation

Actually Paid to

Non-PEO NEOs

(2)

 

TSR (3)

 

Peer Group TSR

(3)

 

Net Income (Loss)

 

Company-Selected

Measure: Revenue

2022

 

$

4,729,171

 

$

5,402,825

 

$

1,795,669

 

$

1,727,067

 

$

112.48

 

$

80.61

 

$

(139,805,361)

 

$

161,759,006

2021

 

$

2,249,908

 

$

7,321,384

 

$

1,005,796

 

$

2,886,005

 

$

230.35

 

$

141.37

 

$

(8,907,537)

 

$

119,155,907

2020

 

$

1,478,511

 

$

6,469,889

 

$

1,432,993

 

$

4,369,889

 

$

246.54

 

$

145.13

 

$

1,983,524

 

$

48,087,234

 

 

 

(1)

For each fiscal year presented, Michael Rice served as our PEO. Our NEOs for each fiscal year presented were as follows:

 

Year

Non-PEO NEOs During Each Year

2022

Aby J. Mathew, Roderick de Greef, Troy Wichterman, Karen Foster

2021

Aby J. Mathew, Roderick de Greef, Troy Wichterman, Marcus Schulz

2020

Aby J. Mathew, Roderick de Greef, Karen Foster, Todd Berard

   
PEO Total Compensation Amount $ 4,729,171 $ 2,249,908 $ 1,478,511
PEO Actually Paid Compensation Amount $ 5,402,825 7,321,384 6,469,889
Adjustment To PEO Compensation, Footnote

 

 

(2)

The CAP amounts presented here reflect the following adjustments to compensation reported within the Summary Compensation Table as required by the SEC.

 

   

FY 2022

 

FY 2021

 

FY 2020

Adjustments to Summary

Compensation Table amounts to

CAP amounts

 

PEO ($)

 

Average Non-

PEO NEOs

($)

 

PEO ($)

 

Average

Non-PEO

NEOs ($)

 

PEO ($)

   

Average

Non-PEO

NEOs ($)

Summary Compensation Table Total

 

$

4,729,171

 

$

1,795,669

 

$

2,249,908

 

$

1,005,796

 

$

1,478,511

 

$

1,432,993

Grant date FV of option awards and stock awards granted in fiscal year

   

(3,703,620)

   

(1,260,381)

   

(1,005,813)

   

(419,910)

   

(963,799)

   

(1,072,471)

FV at year-end of outstanding and unvested option awards and stock awards granted in fiscal year

   

3,616,850

   

1,085,084

   

710,465

   

366,617

   

3,966,382

   

3,274,261

Vesting date FV of awards granted in fiscal year and vested in fiscal year

   

86,770

   

175,298

   

295,348

   

57,264

   

341,014

   

118,532

Change in FV of awards granted in prior years that are outstanding and unvested as of the end of the fiscal year

   

(188,282)

   

(100,465)

   

1,630,730

   

679,219

   

1,580,278

   

573,733

Change in FV of awards granted in prior years vested in the fiscal year

   

861,936

   

31,862

   

3,440,746

   

1,197,019

   

67,503

   

42,841

Total Compensation Actually Paid

 

$

5,402,825

 

$

1,727,067

 

$

7,321,384

 

$

2,886,005

 

$

6,469,889

 

$

4,369,889

 

 

(3)

TSR is determined based on the value of an initial fixed investment of $100 as of December 31, 2019 through the year ended December 31, 2022. Our TSR-peer group consists of the 20 bioprocessing, life sciences, and biotechnology companies presented within the “Compensation discussion and analysis” section above.

 

(4)

In our assessment, the Company-Selected Measure is total revenues for each year presented, representing the most important financial performance measure used by us to link CAP to our NEOs to our performance.

   
Non-PEO NEO Average Total Compensation Amount $ 1,795,669 1,005,796 1,432,993
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,727,067 2,886,005 4,369,889
Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and Performance Measures

 

In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between CAP to our NEOs and our financial performance, in each case presented in the charts below: 1) TSR of both BioLife Solutions, Inc. and our selected peer group, 2) Net Income (Loss), and 3) Revenue.

 

Chart 1: Compensation Actually Paid versus TSR

 

a01.jpg
   
Compensation Actually Paid vs. Net Income

Chart 2: Compensation Actually Paid versus GAAP Net Income (Loss)

 

a02.jpg
   
Compensation Actually Paid vs. Company Selected Measure

Chart 3: Compensation Actually Paid versus Revenue

 

g01.jpg
   
Tabular List, Table

Financial Performance Measures

 

The following list includes the financial performance measures that, in our assessment, represent the most important financial performance measures used by us to link CAP to our NEOs for 2022 to our performance. The list below is not ranked.

 

1.

Revenue

2.

Adjusted Gross Margin (Non-GAAP)

3.

Adjusted EBITDA (Non-GAAP)

   
Total Shareholder Return Amount $ 112.48 230.35 246.54
Peer Group Total Shareholder Return Amount 80.61 141.37 145.13
Net Income (Loss) $ (139,805,361) $ (8,907,537) $ 1,983,524
Company Selected Measure Amount 161,759,006 119,155,907 48,087,234
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted Gross Margin (Non-GAAP)    
Measure:: 3      
Pay vs Performance Disclosure      
Name Adjusted EBITDA (Non-GAAP)    
Grant date FV of option awards and stock awards granted in fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (3,703,620) $ (1,005,813) $ (963,799)
NEO Grant date FV of option awards and stock awards granted in fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,260,381) (419,910) (1,072,471)
FV at year-end of outstanding and unvested option awards and stock awards granted in fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,616,850 710,465 3,966,382
NEO FV at year-end of outstanding and unvested option awards and stock awards granted in fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,085,084 366,617 3,274,261
Vesting date FV of awards granted in fiscal year and vested in fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 86,770 295,348 341,014
NEO Vesting date FV of awards granted in fiscal year and vested in fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 175,298 57,264 118,532
Change in FV of awards granted in prior years that are outstanding and unvested as of the end of the fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (188,282) 1,630,730 1,580,278
NEO Change in FV of awards granted in prior years that are outstanding and unvested as of the end of the fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (100,465) 679,219 573,733
Change in FV of awards granted in prior years vested in the fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 861,936 3,440,746 67,503
NEO Change in FV of awards granted in prior years vested in the fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 31,862 $ 1,197,019 $ 42,841