BIO RAD LABORATORIES INC CLASS A (BIO)
Sector: Health Care
2026 Annual Meeting Analysis
BIO RAD LABORATORIES INC CLASS A · Meeting: April 21, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Edwards has served since 2017 and presided over severe shareholder value destruction — Bio-Rad's stock fell 43% over three years while the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) gained 4.5%, a gap of 47.5 percentage points that far exceeds the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year record is even worse (-52.7% vs IHI), so no long-term mitigant applies.
Mr. Hinckley has served since 2017 and the same severe TSR underperformance applies — Bio-Rad's 3-year stock decline of 43% versus a 4.5% gain for the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) represents a 47.5-percentage-point gap that triggers the AGAINST threshold, and the 5-year record confirms this is not a transient trough.
Ms. Litherland has served since 2017 and her full tenure overlaps with Bio-Rad's sustained underperformance versus the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF); the 47.5-percentage-point 3-year TSR gap (Bio-Rad -43% vs IHI +4.5%) exceeds the policy trigger, and the 5-year record (-52.7% stock decline) confirms multi-year destruction of shareholder value.
Mr. Pinkston has served since 2017, and his full tenure coincides with Bio-Rad's severe underperformance — a 47.5-percentage-point gap versus the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) over three years triggers the policy's AGAINST vote, with no 5-year mitigant available given the even worse longer-term record.
Allison Schwartz is the daughter of CEO and Chairman Norman Schwartz, a direct familial relationship with top management that triggers the policy's AGAINST vote for family-related directors; she is also classified as non-independent, and her role as a Bio-Rad employee reporting within the corporate structure further reinforces the governance concern about her ability to provide objective board oversight.
Norman Schwartz has served as CEO and director since 1995 and bears direct executive accountability for Bio-Rad's severe underperformance — the stock declined 43% over three years while the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) gained 4.5%, a 47.5-percentage-point gap that far exceeds the policy trigger; the policy explicitly applies the same TSR trigger to executive directors, and the 5-year price decline of 52.7% confirms there is no longer-term record to offset the recent underperformance.
For Analysis
All six director nominees receive an AGAINST vote: the four independent directors (Edwards, Hinckley, Litherland, Pinkston) and the CEO (Norman Schwartz) all trigger the TSR underperformance threshold — Bio-Rad's 3-year stock return of -43% lags the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) by 47.5 percentage points, well above the 30pp trigger for companies with negative absolute returns, and the 5-year record provides no mitigant; Allison Schwartz is flagged separately for her direct familial relationship to the CEO/Chairman.
Say on Pay
✓ FORCEO
Norman Schwartz
Total Comp
$7,995,841
Prior Support
96%%
CEO Norman Schwartz received total compensation of approximately $8.0 million, which is within a reasonable range for the CEO of a $7.4 billion medical device/life sciences company, and the prior say-on-pay vote in 2023 received 96% support, far above the 70% threshold that would require remediation. The compensation program includes meaningful variable pay components — annual cash bonuses tied to sales and operating income goals (which paid out at only 41–71% of target in 2025, reflecting actual business underperformance), plus equity awards that vest over four years — demonstrating that the incentive structure does respond to company results. While Bio-Rad's stock performance has been poor relative to the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF), the variable pay actually paid out below target in 2025, meaning the incentive structure functioned as intended by reducing payouts when goals were missed, so the pay-for-performance alignment check does not trigger a No vote here.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,192,000
Non-Audit Fees
$244,000
KPMG LLP passes all policy screens: non-audit fees of $244,000 represent approximately 3.9% of audit fees of $6,192,000, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for Bio-Rad's $7.4 billion market cap; auditor tenure is not disclosed in the proxy so the tenure trigger does not fire per policy; no material restatements are noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Dual Class Structure (Equal Voting Rights for Each Share)
John Chevedden is a well-known individual governance activist with a long track record of filing legitimate, shareholder-focused governance proposals, and this proposal squarely addresses a structural governance concern: Bio-Rad's dual-class share structure gives Class B shareholders (predominantly the Schwartz family) ten votes for every one vote held by Class A shareholders, allowing the family to control roughly 72% of voting power while holding a much smaller economic stake. This extreme voting imbalance means ordinary shareholders — who bear the full financial risk of Bio-Rad's 52% stock price decline over five years — have almost no ability to influence the board, executive compensation, or strategic direction, precisely the accountability failure that dual-class governance critics warn about. The board's response that the structure supports long-term focus is undercut by Bio-Rad's own sustained underperformance, and supporting this non-binding proposal sends a clear signal that shareholders want a path toward equal voting rights.
Overall Assessment
The 2026 Bio-Rad annual meeting presents a challenging ballot dominated by governance concerns: all six director nominees receive AGAINST votes — five due to the company's severe 47.5-percentage-point TSR underperformance versus the Medical Device ETF Benchmark (IHI — iShares US Medical Devices ETF) over three years, and one (Allison Schwartz) due to her direct family relationship to the CEO/Chairman. The Say on Pay vote passes given reasonable absolute pay levels and a bonus payout that appropriately reflected below-target 2025 performance, while the dual-class structure stockholder proposal submitted by governance activist John Chevedden warrants support given the extreme voting disparity that insulates the controlling family from shareholder accountability.