Equity Compensation Fuels Pay Increases

New regulations adopted in January 2011 allowing shareholders an advisory vote to approve executive compensation had little impact on total disbursement last fiscal year for the top executives at the companies in the IBO Stock Indexes (see IBO 4/30/12). In fiscal 2011, total average compensation for the 40 company presidents and CEOs at the 37 analytical instrument and lab product companies in the four Stock Indexes climbed 16.1% to $4,637,286. IBO’s executive-compensation tables (see pages 5–7) are based on fiscal-year 2011 data provided by SEC filings.

However, shareholders’ scrutiny of executives’ monetary compensation may have shifted the payout structure more distinctly toward long-term performance-based equity incentives. In fiscal 2011, average long-term compensation for top executives in the executive-compensation tables jumped 28.8% $2,511,588 to account for 54% of total compensation. Mostly, executives were incentivized with long-term equity grants for the retention of services and for performance measures. In fiscal 2011, organic revenues and adjusted EPS for companies in the tables grew 7% and 20%, respectively. The rise in average short-term compensation, which includes base salaries and annual incentives, was less dramatic, increasing just 1.4% to $1,669,551.

While 25 of the 40 top executives received higher total compensation packages, the substantial increase in average pay was due to the equity awards granted to three executives: Danaher President and CEO H. Lawrence Culp, Jr., Roper Industries President and CEO Brian D. Jellison, and Thermo Fisher Scientific President and CEO Mark N. Casper.

In fiscal 2011, Mr. Culp was awarded the largest equity grant, valued at $15.1 million, among the tables’ top executives. Nearly 70% of his salary came from equity awards, including restricted stock worth $7.7 million and stock options valued at $7.4 million. The executive committee gave consideration to tenure, retention incentives, strong financial performance and the integration of Beckman Coulter (see IBO 2/15/11). Mr. Culp was also awarded a $4.8 million short-term incentive award based on adjusted EPS and cash flow measures. As a result, Mr. Culp recorded the largest total compensation among the tables’ top executives. His total salary climbed 27.1% to $21.6 million.

In fiscal 2011, Mr. Jellison collected an $11.0 million multiyear equity award, which was comprised solely of restricted stock units. While significantly lower than his last equity grant in 2008, which was valued at $29.9 million, it was sufficient to yield the largest percentage change in total compensation among the tables’ top executives, with a 305.7% increase to $14.9 million. Included in Mr. Jellison’s compensation was a cash incentive of $2.5 million for reaching record sales, orders, net earnings and cash flow.

While less extravagant, Mr. Casper achieved a $3.1 million stock option award. However, given that Mr. Casper did not receive equity grants in fiscal 2010 due to a $32.4 million multiyear stock and option payment in 2009, his compensation doubled to $5.5 million in fiscal 2011. Mr. Casper also realized $1.3 million in cash incentives, which were based on goals of organic revenue growth of 4%, adjusted operating margin of 18.2% and non-financial goals.

Excluding compensation for these three executives, total average long-term compensation for the top executives in the tables grew 6.4% to $1,927,167 to make up 50% of total pay. Average total compensation expanded 5.2% to $3,876,244.

Given the sizeable restricted stock awards presented to Mr. Jellison and Mr. Culp, there was a notable shift toward the use of restricted stock as opposed to stock options in fiscal 2011. The average restricted stock award jumped 49.4% to $1,426,475, while the average stock option grant rose 9.0% to $1,085,113. Restricted stock awards, which typically vest over a specific time period, are intended to incentivize financial performance, support retention of services and preserve shareholder interests. However, unlike stock options, restricted stocks are less sensitive to price volatility and can retain value despite declining stock prices.

Coincidentally, Life Technologies, which endured a lower stock valuation over the last two years, granted restricted stock valued at $8.0 million and $4.0 million last year to Chairman and CEO Gregory T. Lucier, and President and COO Mark P. Stevenson, respectively. MKS Instruments, which continues to award only restricted stock, presented President and CEO Leo Berlinghieri with an equity award valued at $1.9 million. In addition to $2.1 million in option awards, Harry F. Hixson, Jr., CEO of Sequenom, received $260,625 in restricted stock, as a majority of his previous stock options expired unvested. Mr. Hixson recorded the largest percentage increase in long-term compensation among the top executives who received equity awards in fiscal 2010 and fiscal 2011. His long-term compensation climbed 599.6% to $2.3 million.

Long-Term Compensation

In fiscal 2011, 35 of the 40 top executives in the tables received long-term compensation in the form of restricted stock or stock options, including 18 executives with long-term compensation of more than $2 million. Of the five executives without equity awards, Waters President and CEO Douglas A. Berthiaume and Thomas E. Oland, president and CEO of Techne, each waived their incentives. The three remaining executives either did not qualify for awards or were affected by the timing of equity grants.

Not all executives received higher long-term compensation awards in fiscal 2011. Enzo Biochem Chairman and CEO Elazar Rabbani, PhD, endured the largest percentage drop in long-term compensation, with a decline of 68.1%, as the company did not realize targeted operational measures. Patrick J. Balthrop, president and CEO of Luminex, saw his long-term compensation fall 20.6% to $2.5 million, as the compensation committee voted to lower his equity awards to match grants awarded to his peers.

Annual Incentives

For the top executives in the tables, average annual incentives, which include non-equity incentive compensation and cash bonuses, declined 0.6% to $983,055 to make up 21% of total compensation. In fiscal 2011, 34 of the 40 top executives received an annual incentive payout.

PerkinElmer Chairman and CEO Robert F. Friel enjoyed the largest annual incentive and highest percentage change in annual incentive, as it rose 220.8% to $5.7 million. Mr. Friel was awarded $1.9 million for 2011 EPS results and $3.7 million for a three-year performance goal based on organic revenue growth, operating margin and stock price. Mr. Balthrop also realized a significant increase in cash incentives in fiscal 2011. His annual incentive pay jumped 62.7% to $716,575, as a result of strong revenue, margin and adjusted operating profit results.

Annual incentives for FEI President and CEO Don R. Kania rose 49.5% to $1.2 million due to revenue growth and gross margin results above targeted goals.

Annual incentives were also based on non-financial measures. In addition to a $1.6 million cash incentive award, AMETEK Chairman and CEO Frank S. Hermance received a $416,000 bonus for discretionary factors that included operational performance, acquisitions and new products.

As expected, annual incentives were generally more sensitive to performance measures than equity grants. In fiscal 2011, 12 of the 40 top executives in the tables recorded lower cash incentives. Annual incentives for Norman Schwartz , president and CEO of Bio-Rad Laboratories, and Bruker President and CEO Frank H. Laukien, PhD, fell 75.0% and 72.0%, respectively, due to missed operating goals. Mr. Lucier and Mr. Stevenson also recorded lower cash incentives of 45.4% and 46.2%, respectively, as Life Technologies missed targeted adjusted net income goals.

In addition, four executives did not receive an annual incentive in fiscal 2011, having missed the minimum financial thresholds. Harvard Bioscience Chairman and CEO Chane Graziano and President David Green fell short of revenue and EPS requirements. Similarly, William A. Shumaker, president and CEO of Kewaunee Scientific, and Kevin M. King, former president and CEO of Affymetrix (see IBO 6/15/11), each missed the necessary financial goals to be eligible for cash awards. However, Mr. King collected a $1.4 million severance payment and $86,000 for accumulated vacation and sick time.

Base Salary

In fiscal 2011, the average base salary for the top executives in the tables climbed 4.4% to $686,496 to make up 15% of total compensation. Among the 40 top executives, 34 received salary increases. Salaries for the remaining six executives were unchanged. QIAGEN CEO Peer M. Schatz recorded the highest salary, which rose 7.1% to $1.3 million. Having only a half a year’s pay to compare to, Zygo CEO Chris L. Koliopoulos had the largest percentage increase in salary, as it jumped 157.9% to $416,500. The largest organic salary increase was for Fluidigm President and CEO Gajus V. Worthington, with a 15.3% increase to $350,000.

CEO Changes

Additional factors contributing to variance in total compensation for the top executives in the tables were personnel changes. Laura B. Hamilton, former chairman and CEO of MTS Systems, resigned on August 25, 2011 (see IBO 8/31/11). Despite showing a higher total compensation package than last year, her option award of $755,969 listed in the table was forfeited due to her departure. However, Ms. Hamilton did receive a severance payment of $589,055.

Eric Krasnoff, former CEO of Pall, retired effective October 3, 2011 (see IBO 8/15/11). As a result, his total fiscal 2011 compensation fell 65.8% to $3.4 million. Mr. Krasnoff’s replacement, Lawrence D. Kingsley, signed an employment agreement the following day, which included a $1.5 million cash bonus and $2.0 million in options. Vincent A. Forlenza was promoted to CEO of Becton Dickinson (BD) at the start of fiscal 2012 on October 1, 2011 (see IBO 7/31/11). His annual salary will increase 20% to $900,000 in fiscal 2012 due to the promotion. Former BD CEO Edward J. Ludwig remains chairman until his planned retirement in June. Frank Witney, PhD, replaced Mr. King as CEO of Affymetrix on July 1, 2011. Dr. Witney will receive an annual base salary of $500,000, which is 26% lower than Mr. King’s fiscal 2010 salary. However, Mr. Witney was awarded equity incentives valued at $2.5 million to focus on rewarding performance.

The compensation for Hugh C. Martin, former president and CEO of Pacific Biosciences, was excluded from the tables due to his resignation in January. His successor, Michael W. Hunkapiller, PhD, was appointed in January (see IBO 3/15/12). Also missing from the list of executives is Jay T. Flatley, president and CEO of Illumina, for whom compensation figures have not yet been released.

Presidents of Dedicated Business Units

There were similar compensation patterns for non-CEO executives (see page 7). For the 10 heads of the dedicated instrument and lab-related business units with reported salaries for fiscal 2011 and fiscal 2010, total average compensation grew 11.0% to $2,525,480. Average long-term equity incentives climbed 20.5% to $1,531,302. However, average short-term compensation slipped 1.3% to $864,416, including a 9.3% increase in average base salary to $467,697, and an 11.5% decline in average annual incentives to $396,719. Pall Life Sciences President Yves Baratelli and Enzo Biochem Life Sciences COO Andrew P. Whiteley were excluded from these calculations for comparison purposes.

Arthur G. Caputo, president of Waters’s Waters Division, had the largest total compensation among non-CEOs. His total compensation grew 17.5% to $4.7 million. The biggest percentage change in compensation for non-CEOs was for Nicolas Roelofs, president of Agilent Technologies Life Science Group. His total compensation climbed 33.6% to $3,141,869 due to a 57.3% increase in long-term compensation. He also received a 16.2% raise in base salary. Bradford J. Crutchfield, vice president of Bio-Rad Laboratories Life Science, recorded a 13.0% decline in total compensation, the largest percentage drop among non-CEOs. His annual incentives fell 86.5% due to missed sales and operating profit measures.



Top 10 Total Compensation, 2011

Company Executive Total Pay

Danaher H. Lawrence Culp, Jr. $21,652,417

Roper Industries Brian D. Jellison $14,901,446

PerkinElmer Robert F. Friel $12,819,181

Illinois Tool Works David B. Speer $12,499,367

Life Technologies Gregory T. Lucier $10,897,630

Agilent Technologies William P. Sullivan $10,252,265

Becton Dickinson & Co. Edward J. Ludwig $10,091,273

MKS Instruments Leo Berlinghieri $7,064,419

AMETEK Frank S. Hermance $6,702,392

Life Technologies Mark P.Stevenson $5,907,016

Average $11,278,741


Short-Term Compensation Long-Term Comp. Other Total Comp Revenue

Executive Title Salary Annual % Total. % Stock & % Comp. Total % FY11 %

($000) Incentives Chg Short- Chg Option Chg ($000) Comp. Chg ($M) Chg

($000) Term Comp Grants ($000)

($000) ($000)

Process/Metrology/Motion Instrumentation

FEI Company

Don R. Kania P/CEO $621 $1,242 50% $1,863 32% $2,447 73% $3 $4,312 52% $826 30%

MKS Instruments

Leo Berlinghieri P/CEO $600 $534 -60% $1,134 -40% $1,875 30% $4,055 $7,064 26% $823 -4%

MTS Systems former

Laura B. Hamilton COB/CEO $498 $0 NM $498 -53% $756 16% $647 $1,900 9% $467 25%

Nanometrics

Timothy J. Stultz P/CEO $425 $297 -51% $722 -27% $0 NM $27 $749 -59% $230 22%

SDIX

Francis M. DiNuzzo P/CEO $348 $102 16% $450 6% $112 -34% $12 $575 -5% $25 6%

Veeco Instruments

John R. Peeler CEO $681 $560 -72% $1,241 -53% $1,599 -15% $118 $2,958 -36% $979 5%

Zygo

Chris L. Koliopoulos CEO $417 $419 NM $836 417% $351 -67% $25 $1,211 -20% $150 48%

Average $513 $451 -41% $963 -21% $1,020 -4% $698 $2,681 0% $500 13%

Laboratory Consumables/Equipment

Enzo Biochem

Elazar Rabbani COB/CEO $552 $533 15% $1,085 7% $61 -68% $173 $1,318 1% $102 5%

Kewaunee Scientific

William A. Shumaker P/CEO $394 $0 NM $394 8% $47 7% $60 $502 5% $100 1%

Life Technologies

Gregory T. Lucier COB/CEO $1,187 $1,570 -45% $2,757 -31% $8,000 10% $141 $10,898 -5% $3,741 4%

Mark P. Stevenson P/CFO $737 $654 -46% $1,391 -27% $4,000 59% $517 $5,907 21% $0 0%

Pall former

Eric Krasnoff COB/CEO $928 $1,393 1% $2,321 1% $0 NM $1,117 $3,438 -66% $2,741 14%

QIAGEN

Peer M. Schatz CEO $1,305 $539 7% $1,844 7% $501 9% $92 $2,437 7% $1,170 8%

Sigma-Aldrich

Rakesh Sachdev P/CEO $700 $950 37% $1,650 40% $2,149 118% $116 $3,916 72% $2,505 1 0%

TECHNE

Thomas E. Oland P/CEO $254 $0 NM $254 0% $0 NM $12 $266 3% $290 8%

Average $757 $705 -21% $1,462 -8% $1,845 -5% $279 $3,585 -13% $1,331 8%


Top 10 Short-Term Raises, 2011

Company Executive % Chg.

Zygo Chris L. Koliopoulos 417%

PerkinElmer Robert F. Friel 148%

Teledyne Technologies Aldo Pichelli 43%

Sigma-Aldrich Rakesh Sachdev 40%

FEI Company Don R. Kania 32%

Fluidigm Gajus V. Worthington 32%

Accelrys Max Carnecchia 31%

Luminex Patrick J. Balthrop 30%

Teledyne Technologies Robert Mehrabian 28%

Becton Dickinson & Co. Edward J. Ludwig 25%

Average 83%


Short-Term Compensation Long-Term Comp. Other Total Comp Revenue

Executive Title Salary Annual % Total. % Stock & % Comp. Total % FY11 %

($000) Incentives Chg Short- Chg Option Chg ($000) Comp. Chg ($M) Chg

($000) Term Comp Grants ($000)

($000) ($000)

Laboratory Instrumentation

Accelrys

Max Carnecchia P/CEO $415 $261 21% $676 31% $589 -1% $221 $1,486 28% $144 43%

Affymetrix former

Kevin M. King P/CEO $342 $0 NM $342 -62% $421 -51% $1,519 $2,282 28% $267 -14%

Frank Witney, Ph.D. P/CEO $248 $0 0% $248 0% $2,490 0% $2 $2,740 0% $0 0%

Becton Dickinson & Co.

COB/former

Edward J. Ludwig CEO $1,093 $1,310 54% $2,403 25% $6,363 8% $1,326 $10,091 1% $7,829 6%

Vincent A. Forlenza CEO $725 $723 42% $1,448 25% $2,828 32% $743 $5,019 15% $0 0%

Bio-Rad Laboratories

Norman Schwartz P/CEO $770 $155 -75% $925 -33% $2,904 14% $16 $3,845 -3% $2,074 8%

Bruker

Frank H.Laukien COB/P/CEO $433 $338 -55% $772 -34% $113 NM $7 $892 -25% $1,652 27%

Cepheid

John L. Bishop P/CEO $567 $500 52% $1,067 23% $3,440 63% $70 $4,576 51% $278 31%

Fluidigm

Gajus V.Worthington P/CEO $350 $150 98% $500 32% $608 NM $0 $1,108 192% $43 28%

Harvard Bioscience

Chane Graziano COB/CEO $602 $0 NM $602 -25% $619 28% $38 $1,259 -5% $109 1%

David Green P $505 $0 NM $505 -32% $619 28% $25 $1,149 -8% $0 0%

Luminex

Patrick J. Balthrop P/CEO $514 $717 63% $1,230 30% $2,531 -21% $11 $3,773 -9% $184 30%

MOCON COB/

Robert L. Demorest P/CEO $296 $282 6% $577 6% $73 42% $15 $665 4% $37 18%

PerkinElmer

Robert F. Friel COB/CEO $922 $5,685 221% $6,607 148% $4,435 -3% $1,777 $12,819 61% $1,921 13%

Sequenom

Harry F. Hixson, Jr. CEO $489 $318 35% $807 14% $2,340 600% $7 $3,154 200% $56 18%

Thermo Fisher Scientific

Mark N. Casper P/CEO $1,000 $1,300 -19% $2,300 -11% $3,064 NM $153 $5,517 100% $11,726 11%

Transgenomic

Craig J. Tuttle P/CEO $325 $10 NM $335 3% $458 NM $12 $805 134% $32 59%

Waters COB/

Douglas Berthiaume P/CEO $795 $1,563 5% $2,358 5% $0 NM $289 $2,647 8% $1,851 13%

X-Rite

Thomas J.Vacchiano P/CEO $393 $193 -51% $587 -21% $0 NM $16 $603 -20% $238 7%

Average $568 $711 25% $1,278 12% $1,784 38% $329 $3,391 26% $1,497 10%


Top 10 Short-Term Compensation, 2011

Company Executive Total Pay

PerkinElmer Robert F. Friel $6,607,063

Danaher H. Lawrence Culp, Jr. $5,867,778

Roper Industries Brian D. Jellison $3,575,000

Illinois Tool Works David B. Speer $3,351,595

Teledyne Technologies Robert Mehrabian $3,350,231

AMETEK Frank S. Hermance $3,057,600

Agilent Technologies William P. Sullivan $2,912,258

Life Technologies Gregory T. Lucier $2,756,539

Becton Dickinson & Co. Edward J. Ludwig $2,402,808

Waters Douglas A. Berthiaume $2,357,743

Average $3,623,862


Short-Term Compensation Long-Term Comp. Other Total Comp Revenue

Executive Title Salary Annual % Total. % Stock & % Comp. Total % FY11 %

($000) Incentives Chg Short- Chg Option Chg ($000) Comp. Chg ($M) Chg

($000) Term Comp Grants ($000)

($000) ($000)

Diversified Instrumentation

Agilent Technologies

William P. Sullivan P/CEO $990 $1,922 -24% $2,912 -17% $7,310 6% $30 $10,252 -2% $6,615 22%

AMETEK

Frank S. Hermance COB/CEO $1,040 $2,018 1% $3,058 2% $2,807 -32% $838 $6,702 -14% $2,990 21%

Danaher

H. Lawrence Culp, Jr. P/CEO $1,118 $4,750 8% $5,868 6% $15,060 37% $724 $21,652 27% $16,091 28%

Illinois Tool Works

David B. Speer COB/CEO $1,167 $2,185 -1% $3,352 1% $7,278 12% $1,870 $12,499 12% $17,787 15%

Mettler-Toledo Int'l

Olivier A. Filliol P/CEO $994 $1,195 -22% $2,189 -14% $2,800 10% $390 $5,380 0% $2,309 17%

Roper Industries

Brian D. Jellison COB/P/CEO $1,100 $2,475 5% $3,575 5% $11,034 NM $292 $14,901 306% $2,797 17%

Teledyne Technologies

Robert Mehrabian COB/P/CEO $870 $2,480 41% $3,350 28% $871 14% $741 $4,962 25% $1,942 18%

Average $1,040 $2,432 1% $3,472 2% $6,737 48% $698 $10,907 28% $7,219 21%

Dedicated Business Units

Agilent Technologies SVP/P

Michael McMullen Chem.Ana.Gr. $520 $387 -31% $907 -11% $2,375 29% $126 $3,408 14% $405 4%

Nicolas Roelofs SVP/P $494 $395 -12% $889 2% $2,166 57% $87 $3,142 34% $471 9%

LifeSci.Gr.

AMETEK

John H.Hardin P/Elec.Inst.Gr. $380 $375 23% $755 14% $483 -17% $87 $1,325 0% $1,647 24%

Bio-Rad Laboratories

Bradford J. Crutchfield VP/ $474 $25 -87% $500 -20% $231 6% $12 $743 -13% $695 7%

Manager Life Sci.

Enzo Biochem

Andrew Whiteley COO Life Sci. $220 $70 0% $290 0% $19 0% $16 $325 0% $49 -7%

Mettler-Toledo Int'l

Thomas Caratsch Head of Lab. $350 $281 -37% $630 -20% $415 4% $128 $1,173 -9% $1,038 14%

Pall

Yves Baratelli P Life Sci. $487 $511 0% $998 0% $585 0% $110 $1,693 0% $1,408 14%

Sigma-Aldrich

Franklin D.Wicks P/Rsch.Spec. $393 $281 -1% $675 5% $1,094 65% $131 $1,900 32% $478 10%

Teledyne Technologies

Aldo Pichelli P/COO $389 $660 86% $1,049 43% $377 34% $483 $1,909 28% $617 8%

Inst., Aero. & Def. Elec.

Thermo Fisher Scientific

Gregory Herrema SVP/P.An.Ins. $556 $341 -27% $897 -6% $2,292 -3% $57 $3,246 -4% $5,935 5%

Alan J. Malus SVP/P Lab Prod. $630 $400 -38% $1,030 -15% $2,590 10% $69 $3,689 1% $4,546 40%

Waters

Arthur G.Caputo EVP/P/WatDiv. $491 $822 4% $1,313 5% $3,289 24% $118 $4,720 18% $1,851 13%

Average $449 $379 -15% $828 -6% $1,326 4% $119 $2,273 0% $1,595 16%


Top 10 Fair-Value Stock and Option Grant Recipients, 2011

Company Executive Fair Value

Danaher H. Lawrence Culp, Jr. $15,060,271

Roper Industries Brian D. Jellison $11,034,000

Life Technologies Gregory T. Lucier $7,999,948

Agilent Technologies William P. Sullivan $7,309,807

Illinois Tool Works David B. Speer $7,278,242

Becton Dickinson & Co. Edward J. Ludwig $6,362,694

PerkinElmer Robert F. Friel $4,434,781

Life Technologies Mark P. Stevenson $3,999,947

Cepheid John L. Bishop $3,439,515

Waters Arthur G. Caputo $3,289,000

Average $7,020,821


Top 5 Total Comp. Increases and Declines, 2011

Company Executive % Chg.

Top 5 Increases

Roper Industries Brian D. Jellison 306%

Sequenom Harry F. Hixson, Jr. 200%

Fluidigm Gajus V. Worthington 192%

Transgenomic Craig J. Tuttle 134%

Thermo Fisher Scientific Mark N. Casper 100%

Average 186%



Top 5 Declines

Pall Eric Krasnoff -66%

Nanometrics Timothy J. Stultz -59%

Veeco Instruments John R. Peeler -36%

Bruker Frank H. Laukien -25%

Zygo Chris L. Koliopoulos -20%

Average -41%
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