Bio-Techne Corporation (TECH)

Criticisms on file

No material criticisms on file for this pillar.

Disclosed initiatives

• Carbon Accounting System Implementation

  Expanded data collection to include Scope 1, 2, and 3 emissions and consumption in fiscal 2025.

  Foundation for science-based target setting; enables comprehensive GHG footprint visibility.
• Science-Based Targets Initiative (SBTi) Commitment

  Committed to validating Scope 1, 2, and 3 greenhouse gas reduction targets with SBTi by calendar year 2026.

  Positions company for credible, measurable emissions reductions aligned with climate science.
• EcoVadis Sustainability Assessment

  Maintained bronze medal rating; expanded scope to include CDP climate assessment in fiscal 2025.

  Third-party validation of sustainability practices; supports stakeholder confidence.
• Double Materiality Assessment

  Finalized assessment to identify financially material and stakeholder-relevant ESG impacts.

  Informs prioritization of sustainability strategy refinements and future EU/US regulatory compliance.
• Climate Risk Assessment

  Ongoing assessment with external sustainability consultants to evaluate physical and transition climate risks.

  Supports resilience planning and strategic decision-making regarding operations in climate-vulnerable regions.

Criticisms on file

No material criticisms on file for this pillar.

Disclosed initiatives

• EPIC Culture Framework

  Core values: Empowerment, Passion, Innovation, Collaboration. Annual employee recognition program rewards individuals and teams demonstrating EPIC values.

  Aligns workforce behavior with strategic objectives; fosters engagement and belonging.
• Employee Resource Groups (ERGs)

  11 executive-sponsored ERGs operating globally as of June 30, 2025, offering mentorship, support, and engagement.

  Creates inclusive workplace environment; supports career development and sense of belonging.
• Belonging Initiative

  Executive-sponsored program focused on welcoming working environment, continued education, broadened candidate pools, and sustained programs.

  Supports innovation and growth through diverse perspectives; improves talent attraction.
• Expanded Stock Option and Equity Programs

  Extended stock option eligibility deeper into organization; expanded Long-Term Incentive program to include stock options and restricted stock units.

  Improves retention; aligns employee incentives with shareholder value creation across organizational levels.
• Hybrid Work and Flexible Arrangements

  Empowered work/life integration through hybrid work models wherever feasible in fiscal 2025.

  Improves employee satisfaction and retention; addresses post-pandemic workforce expectations.
• Parental Leave Expansion

  Expanded parental leave program in recent years.

  Supports work-life balance and retention of critical talent.
• Learning and Development Investment

  Comprehensive global Learning and Development program delivering compliance, soft skills, technical, business, and interpersonal training; support for external education.

  Develops talent pipeline; reduces need for external recruitment; supports M&A integration.
• Safety and Well-Being Programs

  Foundational safety training for all employees; enhanced hazard awareness training by role; mental health benefit coverage; crisis management protocols.

  Protects employee physical and psychological health; supports operational continuity.
• Volunteer Time Off

  U.S. employees receive paid day off to participate in local community volunteering.

  Strengthens community relationships; supports employee engagement and social responsibility.

Criticisms on file

No material criticisms on file for this pillar.

Disclosed initiatives

• Board Independence and Leadership Separation

  89% independent board (8 of 9); separated Chair (independent) and CEO roles; 100% independent committee composition.

  Ensures rigorous independent oversight of management; reduces conflicts of interest.
• Board Refreshment Policy

  Mandatory retirement at age 75 (subject to waiver if in Company's best interests); 18-month process for identifying successors; 44% of independent directors appointed since 2019.

  Ensures predictable, steady infusion of fresh perspectives; retains institutional knowledge through overlapping tenures.
• Diversity and Skills-Based Director Recruitment

  Principles of Corporate Governance codify commitment to diverse range of deeply qualified professionals; external board search firm engagement.

  Broadens viewpoints; improves decision-making quality; enhances stakeholder legitimacy.
• Comprehensive Board Evaluation Program

  Annual Board and committee self-evaluations; assessment by Nominations and Governance Committee; feedback-driven improvements.

  Identifies performance gaps; drives continuous governance improvements.
• Overboarding Limits

  Independent directors limited to four other public company board seats; enforced Nasdaq compliance.

  Ensures adequate director attention and availability for Company matters.
• Executive Stock Ownership Requirements

  Executives and directors required to own meaningful amount of Bio-Techne common stock.

  Aligns leadership interests with long-term shareholder value; reduces short-term incentive distortions.
• Hedging and Pledging Prohibition

  Executive officers and directors prohibited from hedging or pledging Company stock.

  Prevents risk-shifting behavior; ensures alignment with shareholder interests.
• Clawback Policy

  Formal clawback policy and clawback provisions in equity award agreements.

  Enforces accountability for executive performance; protects shareholder value in case of misconduct or restatements.
• Risk Oversight Framework

  Board-level oversight of material enterprise risks including cybersecurity, AI, compliance, privacy, environmental, and ESG matters; regular management reporting throughout fiscal year.

  Anticipates and mitigates systemic risks; supports long-term resilience.
• Shareholder Rights and Proxy Access

  Annual director elections; majority voting with resignation policy for under-supported directors; proxy access bylaw; right to call special meeting; single voting class.

  Empowers shareholders to influence governance; maintains accountability mechanisms.
• Political Contribution Controls

  Board sole and exclusive authority to approve political contributions; zero contributions in fiscal 2025; Company characterizes mission as apolitical.

  Prevents misalignment of corporate resources with shareholder interests; maintains governance discipline.
• Executive Compensation Philosophy Evaluation

  Compensation Committee undertook rigorous re-evaluation of compensation program design in response to shareholder feedback; bench testing of enterprise performance metrics planned for FY26.

  Ensures compensation aligns with long-term value creation; incorporates shareholder input.
• Artificial Intelligence Oversight Assignment

  Board formally assigned oversight of AI applications, use, and risks to Science and Technology Committee in fiscal 2025.

  Ensures governance of emerging, high-impact technology; anticipates regulatory and operational risks.
• Director Onboarding and Continuing Education

  Comprehensive orientation including business strategy, financial/accounting/risk issues, ethics/compliance, facility tours, executive meetings; on-demand accredited virtual training on AI, sustainability, governance.

  Accelerates director effectiveness; maintains governance expertise currency.