Pay vs. Performance

As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures. For information about how our Compensation Committee seeks to align executive compensation with the Company’s performance, see “Compensation discussion and analysis.” The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.

	Summary Compensation Table Total for		Compensation actually paid to		Summary Compensation Table Total for		Compensation actually paid to			Average Summary Compensation Table Total		Average Compensation actually paid			Value of Initial Fixed $100 Investment based on:						Company- selected Measure
Fiscal Year	CEO⁽¹⁾⁽²⁾ Mr. Kelderman		CEO^(1)(2)(3) Mr. Kelderman		CEO⁽¹⁾ Mr. Kummeth		CEO⁽¹⁾⁽³⁾ Mr. Kummeth			for Non-PEO NEOs⁽²⁾		to Non-PEO NEOs⁽²⁾			Company TSR		Peer Group TSR⁽⁴⁾		Net Income⁽⁵⁾		(Organic Revenue)⁽⁶⁾
2024	$	6,852,495	$	3,403,621	$	6,792,945	$	4,821,823		$	12,300,286	$	4,147,638		$	110.17	$	131.47	$	168,105,000	$	1,141,700
2023		0		0		30,584,644		4,684,176			2,258,387		2,424,680			124.96		126.72		285,442,000		1,134,700
2022		0		0		15,370,549		(6,349,624	)		3,223,063		(2,680,481	)		132.17		129.72		263,099,000		1,113,600
2021		0		0		15,889,896		105,676,083			4,950,600		26,444,391			171.17		147.61		139,585,000		915,900

(1)
(2)
(3)

(4)
(5)
(6)

(1)

The Company had two CEOs during fiscal year 2024. Effective November 1, 2023, Mr. Kelderman was appointed the role of Chief Operating Officer and assumed the role of Chief Executive Officer on February 1, 2024. Mr. Kummeth left his position as Chief Executive Officer effective February 1, 2024 and remained with the company as a Senior Advisor through July 1, 2024. Mr. Kummeth was our CEO for the full fiscal years 2021 through 2023.

(2)	For fiscal year 2024, Mr. Kelderman held his position as President, Diagnostics and Genomics prior to assuming the position of CEO on February 1, 2024. Therefore, any compensation granted or vested prior to assuming the position of CEO is included in the average non-PEO NEO compensation for fiscal year 2024.
(3)	Amounts reported in this column and in the table below represent the amount of “Compensation Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the individual(s) during the applicable fiscal year. The following table summarizes the adjustments made to total compensation in accordance with Item 402(v) of Regulation S-K in order to determine the compensation amounts shown in the table above as being “Compensation Actually Paid”.
	For this purpose, the fair value of equity awards was determined pursuant to the FASB ASC Topic 718. Assumptions used in the calculation of the fair value are consistent with the stock option valuation model used to determine the amounts reported in the Company’s audited financial statements, included in the Company’s Annual Report on Form 10-K.
	The fair value of unvested time-based share awards, including restricted stock awards and restricted stock units, as well as the valuation of all share-based awards upon vesting, is based upon the closing price for a share of Bio-Techne common stock for the applicable date of measurement. The fair value of unvested performance share awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. The fair value of unvested options, and the fair value received upon the vesting of stock options, is based upon the Black-Scholes option-pricing model as of the date of measurement, consistent with the stock option valuation model used to determine amounts reported in the Company’s Annual Report on Form 10-K.

	FY24									FY23						FY22						FY21
	CEO Mr. Kelderman			CEO Mr. Kummeth			Non-PEO NEOs			CEO			Non-PEO NEOs			CEO			Non-PEO NEOs			CEO		Non-PEO NEOs
Total from Summary Compensation Table⁽ⁱ⁾		6,852,495			6,792,945			12,300,286			30,584,644			2,258,387			15,370,549			3,223,063			15,889,896		4,950,600
Subtract: Grant date fair value of option and stock awards granted in the fiscal year⁽ⁱⁱ⁾		(5,793,851	)		(5,000,028	)		(9,849,980	)		(29,325,210	)		(850,075	)		(10,299,362	)		(949,840	)		(11,199,803		(1,722,395	)
Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year⁽ⁱⁱⁱ⁾		2,344,977			4,234,157			2,565,518			4,318,227	⁽¹¹⁾		1,382,025			6,472,546			1,106,688			30,362,017		10,602,750
Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years^(iv)		—			(1,241,718	)		(847,318	)		(6,132,401	)		(877,492	)		(22,021,635	)		(5,636,997	)		64,935,446		11,789,651
Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year^(v)		—			—			—			—			—			—			—			—		—
Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less the fair value (as of end of prior fiscal year) of prior year awards that failed to vest^(vi)		—			36,468			(20,867	)		5,238,918			633,346			4,128,278			469,566			5,688,527		823,785

	FY24						FY23					FY22						FY21
	CEO Mr. Kelderman		CEO Mr. Kummeth		Non-PEO NEOs		CEO		Non-PEO NEOs			CEO			Non-PEO NEOs			CEO		Non-PEO NEOs
Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during the fiscal year^(vii)		—		—		—		—		(121,511	)		—			(892,961	)		—		—
Compensation Actually Paid		3,403,621		4,821,823		4,147,638		4,684,176		2,424,680			(6,349,624	)		(2,680,481	)		105,676,083		26,444,391

	(i)	Represents Total Compensation as reported in the Summary Compensation Table for each fiscal year
	(ii)	Represents Stock Awards and Option Awards from the Summary Compensation Table for each fiscal year
	(iii)	Represents the aggregate fair value as of each fiscal year-end of outstanding and unvested option and stock awards granted during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes.
	(iv)	Represents the aggregate change in fair value during each fiscal year of the outstanding and unvested option and stock awards granted in prior fiscal years and held as of the last day of the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes.
	(v)	Represents the aggregate fair value as of the vesting date of for each option and stock award that was granted and vested during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes.
	(vi)	Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option and stock award that was granted in a prior fiscal year and which vested during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes.
	(vii)	Represents the fair value as of the end of the prior fiscal year of option and stock awards that were granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. These options and stock awards relate to retirements during the applicable fiscal year.

(4)	The Peer Group TSR in the table utilizes the S&P 500 LifeSciences Tools and Services (“S&P 500 LifeSciences”) Index, which the company also utilizes in the stock performance graph required by Item 201(e) of Regulation S-K included in the fiscal year 2024 Form 10-K. The comparison assumes $100 (including reinvested dividends) was invested for the period starting June 30, 2020 through June 30, 2024 in the company and in the S&P 500 LifeSciences Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)	Net income represents “Net earnings, including noncontrolling interest” as reported in the Company’s Annual Report on Form 10-K.
(6)	Sales shown reflect organic revenue as calculated for purposes of our executive compensation program for the applicable reporting year. Refer to Appendix A for a reconciliation between GAAP and non-GAAP measures.
(7)	The non-PEO NEOs during fiscal year 2024 were James Hippel, William Geist, Kim Kelderman (until February 1, 2024), Shane Bohnen, and Matthew McManus (from January 1, 2024 until the end of the fiscal year).
(8)	The non-PEO NEOs during fiscal year 2023 were James Hippel, William Geist, Kim Kelderman, Shane Bohnen, and Brenda Furlow.
(9)	The non-PEO NEOs during fiscal year 2022 were James Hippel, William Geist, Kim Kelderman, Brenda Furlow, and David Eansor.
(10)	The non-PEO NEOs during fiscal year 2021 were James Hippel, Kim Kelderman, Brenda Furlow, and David Eansor.
(11)	As of June 30, 2023, relates to the time-vesting restricted share units that were granted in fiscal year 2023. The threshold for the performance-vesting awards was not achieved.

Named Executive Officers, Footnote [Text Block]

(1)

The Company had two CEOs during fiscal year 2024. Effective November 1, 2023, Mr. Kelderman was appointed the role of Chief Operating Officer and assumed the role of Chief Executive Officer on February 1, 2024. Mr. Kummeth left his position as Chief Executive Officer effective February 1, 2024 and remained with the company as a Senior Advisor through July 1, 2024. Mr. Kummeth was our CEO for the full fiscal years 2021 through 2023.

PEO Total Compensation Amount

^[1]

$ 30,584,644

$ 15,370,549

$ 15,889,896

Adjustment To PEO Compensation, Footnote

	FY24									FY23						FY22						FY21
	CEO Mr. Kelderman			CEO Mr. Kummeth			Non-PEO NEOs			CEO			Non-PEO NEOs			CEO			Non-PEO NEOs			CEO		Non-PEO NEOs
Total from Summary Compensation Table⁽ⁱ⁾		6,852,495			6,792,945			12,300,286			30,584,644			2,258,387			15,370,549			3,223,063			15,889,896		4,950,600
Subtract: Grant date fair value of option and stock awards granted in the fiscal year⁽ⁱⁱ⁾		(5,793,851	)		(5,000,028	)		(9,849,980	)		(29,325,210	)		(850,075	)		(10,299,362	)		(949,840	)		(11,199,803		(1,722,395	)
Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year⁽ⁱⁱⁱ⁾		2,344,977			4,234,157			2,565,518			4,318,227	⁽¹¹⁾		1,382,025			6,472,546			1,106,688			30,362,017		10,602,750
Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years^(iv)		—			(1,241,718	)		(847,318	)		(6,132,401	)		(877,492	)		(22,021,635	)		(5,636,997	)		64,935,446		11,789,651
Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year^(v)		—			—			—			—			—			—			—			—		—
Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less the fair value (as of end of prior fiscal year) of prior year awards that failed to vest^(vi)		—			36,468			(20,867	)		5,238,918			633,346			4,128,278			469,566			5,688,527		823,785

	FY24						FY23					FY22						FY21
	CEO Mr. Kelderman		CEO Mr. Kummeth		Non-PEO NEOs		CEO		Non-PEO NEOs			CEO			Non-PEO NEOs			CEO		Non-PEO NEOs
Subtract: Awards granted in prior years that did not meet the applicable vesting conditions during the fiscal year^(vii)		—		—		—		—		(121,511	)		—			(892,961	)		—		—
Compensation Actually Paid		3,403,621		4,821,823		4,147,638		4,684,176		2,424,680			(6,349,624	)		(2,680,481	)		105,676,083		26,444,391