XML 10 R2.htm IDEA: XBRL DOCUMENT v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
YearSummary Compensation Table Total for First PEO
(1)
Compensation Actually Paid to First PEO
(2)
Summary Compensation Table Total for Second PEO
(1)
Compensation Actually Paid to Second 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) (4)
Net Income (Loss) (In thousands)
(5)
Company-Selected Measure: Revenue (In thousands)
(6)
2023N/AN/A$5,316,798 $4,739,223 $1,367,151 $1,089,247 $100.43 $92.91 $(66,427)$143,271 
2022$4,729,170 $5,402,825 N/AN/A$1,795,669 $1,727,067 $112.48 $125.24 $(139,805)$161,759 
2021$2,249,907 $7,321,384 N/AN/A$1,005,796 $2,886,005 $230.35 $185.83 $(8,908)$119,156 
2020$1,478,511 $6,469,889 N/AN/A$1,432,993 $4,369,889 $246.54 $182.96 $1,983 $48,087 
     
Company Selected Measure Name revenue      
Named Executive Officers, Footnote For the year 2023, Roderick de Greef served as our PEO (the "Second PEO"). For the years of 2022, 2021, and 2020, Michael Rice served as our PEO (the "First PEO"). Our Non-PEO NEOs for each fiscal year presented were as follows:
YearNon-PEO NEOs During Each Year
2023Aby J. Mathew, Troy Wichterman, Geraint Phillips, Karen Foster
2022Aby J. Mathew, Roderick de Greef, Troy Wichterman, Karen Foster
2021Aby J. Mathew, Roderick de Greef, Troy Wichterman, Marcus Schulz
2020Aby J. Mathew, Roderick de Greef, Karen Foster, Todd Berard
     
Peer Group Issuers, Footnote TSR is determined based on the value of an initial fixed investment of $100 as of December 31, 2019 through December 31 of the indicated year assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Our TSR-peer group consists of the 20 bioprocessing, life sciences, and biotechnology companies presented within the “Compensation discussion and analysis” section above. The cumulative peer group TSR is computed in the same manner as Company TSR.
(4)For the year ended December 31, 2023, the Company updated its peer group from the peer group utilized during the year ended December 31, 2022. The Company utilized a compensation consultant, FW Cook, to determine its peer group and noted that, due to the growth the Company experienced in addition to changes in ownership of some of the companies within the 2022 peer group, the peer group needed to be updated to more accurately reflect the Company's operational structure and results. The new Peer Group TSR displayed is therefore different from our prior year Proxy statement. The old Peer Group TSR presented for the years ended December 31, 2023, 2022, 2021, and 2020 were $68.47, $80.61, $141.37, and $145.13, respectively.
     
PEO Total Compensation Amount $ 5,316,798 $ 4,729,170 $ 2,249,907 $ 1,478,511
PEO Actually Paid Compensation Amount $ 4,739,223 5,402,825 7,321,384 6,469,889
Adjustment To PEO Compensation, Footnote The CAP amounts presented here reflect the following adjustments to compensation reported within the Summary Compensation Table as required by the SEC.
FY 2023
Adjustments to Summary Compensation Table amounts to CAP amounts(a)
Second PEO ($)Average Non-
PEO NEOs
($)
Summary Compensation Table Total$5,316,798 $1,367,151 
Summary Compensation Table grant date FV of option awards and stock awards granted in fiscal year(4,588,883)(936,701)
FV at year-end of outstanding and unvested option awards and stock awards granted in fiscal year4,418,439 936,701 
Vesting date FV of awards granted in fiscal year and vested in same fiscal year4,999 48,726 
Change in FV of awards granted in prior years that are outstanding and unvested as of the end of the fiscal year(172,434)(249,312)
Change in FV of awards granted in prior years vested in the covered fiscal year(239,696)(77,318)
Total Compensation Actually Paid$4,739,223 $1,089,247 
     
Non-PEO NEO Average Total Compensation Amount $ 1,367,151 1,795,669 1,005,796 1,432,993
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,089,247 1,727,067 2,886,005 4,369,889
Adjustment to Non-PEO NEO Compensation Footnote The CAP amounts presented here reflect the following adjustments to compensation reported within the Summary Compensation Table as required by the SEC.
FY 2023
Adjustments to Summary Compensation Table amounts to CAP amounts(a)
Second PEO ($)Average Non-
PEO NEOs
($)
Summary Compensation Table Total$5,316,798 $1,367,151 
Summary Compensation Table grant date FV of option awards and stock awards granted in fiscal year(4,588,883)(936,701)
FV at year-end of outstanding and unvested option awards and stock awards granted in fiscal year4,418,439 936,701 
Vesting date FV of awards granted in fiscal year and vested in same fiscal year4,999 48,726 
Change in FV of awards granted in prior years that are outstanding and unvested as of the end of the fiscal year(172,434)(249,312)
Change in FV of awards granted in prior years vested in the covered fiscal year(239,696)(77,318)
Total Compensation Actually Paid$4,739,223 $1,089,247 
     
Compensation Actually Paid vs. Total Shareholder Return
Chart 1: Compensation Actually Paid versus Company TSR and new peer-group TSR
76897
     
Compensation Actually Paid vs. Net Income
Chart 2: Compensation Actually Paid versus GAAP Net Income (Loss)
76965
     
Compensation Actually Paid vs. Company Selected Measure
Chart 3: Compensation Actually Paid versus Revenue
77018
     
Total Shareholder Return Vs Peer Group
Chart 1: Compensation Actually Paid versus Company TSR and new peer-group TSR
76897
     
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 2023 to our performance. The list below is not ranked.
1.Revenue
2.Adjusted Gross Margin (Non-GAAP)(1)
3.Adjusted EBITDA (Non-GAAP)(1)
4.Total Shareholder Return
(1) Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics. For a reconciliation of these metrics to the most directly comparable GAAP measures, see the "Non-GAAP metric reconciliation tables" outlined within the Summary of 2023 performance measure and goals section of this proxy statement.
     
Total Shareholder Return Amount $ 100.43 112.48 230.35 246.54
Peer Group Total Shareholder Return Amount 92.91 125.24 185.83 182.96
Net Income (Loss) $ (66,427,000) $ (139,805,000) $ (8,908,000) $ 1,983,000
Company Selected Measure Amount 143,271,000 161,759,000 119,156,000 48,087,000
PEO Name Roderick de Greef Michael Rice Michael Rice  
Additional 402(v) Disclosure In our assessment, the Company-Selected Measure is revenue for each year presented, representing the most important financial performance measure used by us to link CAP to our NEOs to our performance.
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 First PEO, Second PEO, and average Non-PEO NEOs and our financial performance, in each case presented in the charts below: (1) TSR of BioLife Solutions, Inc., (2) Net Income (Loss), and (3) Revenue. The charts further provide a comparison of TSR of BioLife Solutions, Inc. and our selected peer group, in accordance with Item 402(v) requirements.
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Gross Margin (Non-GAAP)(1)      
Measure:: 3        
Pay vs Performance Disclosure        
Name Adjusted EBITDA (Non-GAAP)(1)4.Total Shareholder Return(1) Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics. For a reconciliation of these metrics to the most directly comparable GAAP measures, see the "Non-GAAP metric reconciliation tables" outlined within the Summary of 2023 performance measure and goals section of this proxy statement.      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 4,588,883      
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,418,439)      
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 172,434      
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,999)      
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 239,696      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 936,701      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (936,701)      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 249,312      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (48,726)      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 77,318