Proxy Statement (definitive) (def 14a)

Share Name	Share Symbol	Market	Type
Luminex Corporation	NASDAQ:LMNX	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	36.99	36.94	36.98				0	01:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )



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þ		Definitive Proxy Statement
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o		Soliciting Material Pursuant to §240.14a-12

LUMINEX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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LUMINEX CORPORATION

12212 Technology Boulevard

Austin, Texas 78727

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 21, 2020

Luminex Corporation (the “Company”) will hold its 2020 annual meeting of stockholders (the “Meeting”) on Thursday, May 21, 2020, at 10:00 a.m., local time, at its corporate headquarters located at 12212 Technology Boulevard, Austin, Texas 78727. However, we are actively monitoring the coronavirus (COVID-19) outbreak. We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce by issuance of a press release alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. As always, we encourage you to vote your shares prior to the Annual Meeting. At the Meeting, stockholders will act on the following matters:


(1)	election of three (3) persons nominated by the Board of Directors to serve as Class II Directors (designated as Proposal 1 in the accompanying proxy statement);


(2)	advisory approval of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in the accompanying proxy statement (designated as Proposal 2 in the accompanying proxy statement);


(3)	ratification of the appointment by the Company’s Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020 (designated as Proposal 3 in the accompanying proxy statement); and


(4)	such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Board of Directors fixed the close of business on March 23, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for examination at our offices in Austin, Texas, during normal business hours for a period of ten days prior to the Meeting.

This year, we are pleased to again furnish our proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of our proxy statement and our annual report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2019 Annual Report on Form 10-K and a form of proxy card or voting instruction card. All stockholders who do not receive a notice will receive a paper copy of the proxy materials by mail.

Your attention is directed to the proxy statement for a more complete statement regarding the matters to be acted upon at the Meeting. Our annual report to stockholders is being mailed or made available to our stockholders along with our proxy solicitation materials, but it is not part of the proxy solicitation materials. All stockholders are cordially invited to attend the Meeting. Whether or not you plan to attend the Meeting, we hope you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided.

By Order of the Board of Directors,

Richard W. Rew, II

Senior Vice President, General Counsel and Corporate Secretary

Austin, Texas

April 2, 2020

LUMINEX CORPORATION

12212 Technology Boulevard

Austin, Texas 78727

PROXY STATEMENT

For Annual Meeting of Stockholders

To Be Held May 21, 2020

This proxy statement is being furnished to the stockholders of Luminex Corporation (the “Company,” “Luminex,” “we” or “us”) in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies for use at the 2020 annual meeting of stockholders (the “Meeting”) to be held at the time and place and for the purposes set forth in the accompanying notice, and at any and all adjournments or postponements thereof. The Company plans to hold the Annual Meeting in person at its corporate headquarters located at 12212 Technology Blvd Suite 130 Austin, TX 78727. However, we are actively monitoring the coronavirus (COVID-19) outbreak. We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce by issuance of a press release alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. As always, we encourage you to vote your shares prior to the Annual Meeting. This proxy statement and the accompanying proxy card are being distributed and made available on or about April 2, 2020.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 21, 2020: This proxy statement and our annual report to stockholders are available at https://investor.luminexcorp.com/financial-information/proxy-statement.

Voting Procedures; General Information

Proposals 1, 2 and 3 will be presented by management at the Meeting. With regard to Proposal 1, the form of proxy permits votes for, withholding of votes, or abstention as to each nominee for director. With regard to Proposals 2 and 3, the form of proxy permits votes for, against, or abstention. If the form of proxy is properly executed, returned, and not revoked, it will be voted in accordance with the specifications, if any, made by the stockholder and, if specifications are not made, will be voted FOR the election of the nominees named in this proxy statement to the Company’s Board, FOR the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this proxy statement and FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020.

If your shares are held by your broker or other nominee, often referred to as in “street name,” you will receive a form from your broker seeking instructions as to how your shares should be voted. If you are a registered stockholder and received a notice of availability of our proxy materials over the Internet, you may vote by telephone or electronically through the Internet by following the instructions included in the notice. If you are a registered stockholder and received paper proxy materials through the mail, you may vote by telephone or electronically through the Internet by following the instructions included with your proxy card. If your shares are held in street name, you should contact your broker or nominee to determine whether you will be able to vote by telephone or electronically. If your shares are held in street name and you do not issue instructions to your broker, your broker may vote your shares in its discretion on “routine” matters, but may not vote your shares on “non-routine” matters. The ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2020 (Proposal 3) is deemed a routine matter. Therefore, your broker has discretionary authority to vote your shares on such matter absent specific instructions from you. However, the election of directors (Proposal 1) and the non-binding advisory vote on the compensation of our named executive officers (Proposal 2) are non-routine matters. If your broker turns in a proxy card expressly stating that the broker is not voting on non-routine matters (Proposals 1 and 2) as a result of your failure to provide specific instructions, such action is referred to as a “broker nonvote” and your shares will not be voted on Proposals 1 and 2.

It is not expected that any matter not referred to herein will be presented for action at the Meeting. If any other matters are properly brought before the Meeting, including, without limitation, a motion to adjourn the Meeting to another time and/or place for the purpose of, among other things, permitting dissemination of information regarding material developments relating to any of the Proposals, or soliciting additional proxies in favor of the approval of any of the Proposals, the persons named on the accompanying proxy card will vote the shares represented by such proxy upon such matters in their discretion. Should the Meeting be reconvened, all proxies will be voted in the same manner as such proxies would have been voted when the Meeting was originally convened, except for the proxies effectively revoked or withdrawn prior to the time proxies are voted at such reconvened meeting.

Any stockholder giving a proxy may revoke it at any time before it is voted by communicating such revocation in writing to our Corporate Secretary at the address indicated above, by executing and delivering a later-dated proxy or by voting in person at the Meeting.

Quorum; Required Votes and Recommendations

Our only outstanding voting security is our common stock. Holders of record of common stock at the close of business on March 23, 2020, the record date for the Meeting, are entitled to notice of and to vote at the Meeting. On the record date for the Meeting, there were 45,531,070 shares of common stock outstanding and entitled to vote at the Meeting. In deciding all matters, a holder of common stock on the record date shall be entitled to cast one vote for each share of common stock then registered in such holder’s name or otherwise beneficially owned.

The holders of a majority of the outstanding shares of the Company’s common stock as of the record date must be present in person or be represented by proxy to constitute a quorum and act upon the proposed business. Failure of a quorum to be represented at the Meeting will necessitate an adjournment or postponement and will subject the Company to additional expense. Votes withheld from any nominee for director, abstentions and broker nonvotes are counted as present or represented for purposes of determining the presence or absence of a quorum.

Because Proposal 1 in this proxy statement is in respect of an uncontested director election, Proposal 1 requires the affirmative vote of a majority of the votes cast at the Meeting to elect a nominee, which means that a nominee will be elected only if the number of shares voted “for” that nominee exceeds the number of shares “withheld” from that nominee. Accordingly, each nominee receiving a greater number of shares voted “for” such nominee than “withheld” from such nominee shall be elected as a Class II director. If an incumbent director does not receive a greater number of shares voted “for” such director than “withheld” from such director, then such director must tender his or her resignation to the Board. If a director nominee who is not an incumbent director fails to receive more “for” votes than votes “withheld” at the Meeting, he or she will not be elected to the Board. In a contested director election, director nominees are elected by a plurality of the votes cast, which means that the nominees with the most affirmative votes are elected to fill the available seats. Proposals 2 and 3 require the affirmative vote of the holders of a majority of the outstanding shares represented at the Meeting and entitled to vote thereon. The vote for Proposal 2 is advisory and non-binding in nature, but our Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Votes will be counted by the Company’s transfer agent or our Corporate Secretary. Under Delaware law, abstentions are not counted as voting “for” or “against” a particular matter. However, abstentions are included in the number of shares present or represented at the Meeting and entitled to vote, and therefore, abstentions will have the same effect as a vote cast against Proposals 2 and 3. Abstentions will have no effect on the outcome of Proposal 1. Additionally, if a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker nonvote.” Broker nonvotes are counted for the purpose of determining the presence or absence of a quorum, but are not counted for determining the number of votes cast, as a broker nonvote is not considered “entitled to vote” on a matter. Accordingly, for purposes of Proposal 2, broker nonvotes have the effect of reducing the number of affirmative votes required to achieve a majority of the shares present and entitled to vote for such matter by reducing the total number of shares from which such majority is calculated. Broker nonvotes will have no effect on the outcome of Proposal 1.

Our Board recommends that you vote:


•	FOR each of the Class II Director nominees named in this proxy statement;


•	FOR the advisory approval of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this proxy statement; and


•	FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020.

CORPORATE GOVERNANCE

We believe that effective corporate governance is critical to our long-term prospects and ability to create value for our stockholders. Our Board believes that we have in place appropriate charters, policies (including a comprehensive Code of Compliance and Corporate Governance Guidelines), bylaws, procedures and controls that promote and enhance corporate governance, accountability and responsibility with respect to the Company and a culture of honesty and integrity. We will continue to monitor emerging developments and best practices in corporate governance and augment these charters, policies, procedures and controls when required or when our Board determines it would benefit the Company and our stockholders. Our corporate governance policies, including our various Board committee charters, can be viewed at the “Investor Relations” section of our website at www.luminexcorp.com. Information contained on our website, other than the electronic version of our proxy statement provided on our website, is not incorporated into this proxy statement by this or any other reference to our website in this proxy statement, and we do not intend for such information on or linked to our website to constitute part of this proxy statement.

Director Independence

Our Board consults with the Company’s counsel to ensure that the Board’s independence determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those set forth in pertinent listing standards of The Nasdaq Global Select Market (the “Nasdaq”) as in effect from time to time. To assist in the Board’s independence determinations, each director completed materials designed to identify any relationships that could affect the director’s independence. In addition, through discussion among the directors, a subjective analysis of independence was reviewed. The Board has determined that each of the following directors is an “independent director” consistent with the objective requirements of applicable laws and regulations, and that such persons do not otherwise have any relationship that, in the opinion of the Board, would interfere with the exercise of such person’s independent judgment in carrying out the responsibilities of a director: Stephen Eck, M.D., Ph.D.; Thomas W. Erickson; Jim D. Kever; Dijuana Lewis; G. Walter Loewenbaum II; Kevin M. McNamara; Edward A. Ogunro, Ph.D; and Ken Samet. The Board has not established categorical standards or guidelines to make the subjective aspect of these determinations, but considers all relevant facts and circumstances known to the Board. In determining Mr. Erickson’s independence, the Board considered Mr. Erickson’s service as our interim president and chief executive officer from September 2002 until May 2004, and determined that because such service was at a much earlier time in the Company’s evolution it is not material to his independence analysis today and has, in the observation of the Board, no bearing on Mr. Erickson’s independence. Based on such analysis, the Board determined that Mr. Erickson qualifies as an independent director.

Director Qualifications

The Nominating and Corporate Governance Committee may consider whatever factors it deems appropriate in its assessment of a candidate for Board membership; however, candidates nominated to serve as directors, at a minimum, will in the committee’s judgment:


•	be able to represent the interests of the Company and all of its stockholders and not be disposed by affiliation or interest to favor any individual, group or class of stockholders or other constituency; and


•	possess the background and demonstrated ability to contribute to the Board’s performance of its collective responsibilities, through senior executive management experience, relevant professional or academic distinction, and/or a record of relevant civic and community leadership.

The consideration of a candidate for director will include the Nominating and Corporate Governance Committee’s assessment of the individual’s background, skills and abilities, and whether such characteristics fulfill the needs of the Board at that time. As part of the Nominating and Corporate Governance Committee’s consideration of a candidate, the committee also believes that the candidate must:


•	be of high ethical character and share the core values of Luminex as reflected in our Code of Compliance;


•	have a reputation, both personal and professional, consistent with the image and reputation of Luminex;


•	be highly accomplished in the candidate’s field;


•	be an active or former chief executive officer of a public company or a biotechnology company or an active or former leader of another complex organization;


•	otherwise have relevant expertise and experience, and be able to offer advice and guidance to the chief executive officer based on that expertise and experience; and


•	have the ability to exercise sound business judgment.

The Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings a variety of perspectives and skills derived from high quality business and professional experience and which complies with the Nasdaq and Securities and Exchange Commission (“SEC”) rules. Our Nominating and Corporate Governance Committee considers the diversity, including, but not limited to, ethnicity and gender, of the composition of our Board and the skill set, background, reputation, and type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. The Nominating and Corporate Governance Committee considers diversity in the context of the Board as a whole and takes into account the personal characteristics, including gender, ethnicity and age, and experience, including financial expertise, educational and professional background, of current and prospective directors. The Company and the Nominating and Corporate Governance Committee is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which Board nominees are selected and the Nominating and Corporate Governance Committee requires that every candidate pool include diverse candidates in terms of race and gender. This policy is implemented through the Nominating and Corporate Governance Committee who oversees it and who assesses its effectiveness at least annually. The Nominating and Corporate Governance Committee believes this process best facilitates Board deliberations that reflect a broad range of perspectives, leads to a more effective decision-making process and will build a Board team whose strengths complement each other.

Process for Identifying Director Candidates

The Nominating and Corporate Governance Committee may utilize a variety of methods for identifying nominees for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee considers nominees proposed by the Company’s stockholders in accordance with the provisions contained in our bylaws. Pursuant to our bylaws, any stockholder may nominate a person for election to our Board, provided that the nomination is received by the Corporate Secretary not less than 30 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders (i.e., not earlier than February 20, 2021 nor later than April 21, 2021). Each nomination submitted in this manner shall include the name and address of the nominee(s) and all other information with respect to the nominee as required to be disclosed in the proxy statement for the election of directors under applicable rules of the SEC, including the nominee’s consent to being named as a nominee and to serving as a director, if elected.

The nominating stockholder shall also provide a completed written questionnaire with respect to the background and qualification of each nominee and any other person or entity that each nominee may represent (which questionnaire shall be provided by the Corporate Secretary) and a written representation and agreement (in the form provided by the Corporate Secretary) that each nominee: (a) has no undisclosed commitment, agreement or understanding with any person or entity as to how such nominee will act or vote on any issue or question as a director; (b) is not a party to any undisclosed commitment, agreement or understanding with any person or entity other than Luminex with respect to compensation, reimbursement or indemnification in connection with service or action as a director of Luminex; (c) will comply with any director stock ownership and trading guidelines of Luminex; and (d) in such nominee’s individual capacity and on behalf of any person or entity for whom such nominee may be a representative, has complied and will comply with all applicable corporate governance, conflicts, confidentiality and other policies of Luminex.

Additionally, the nominating stockholder must provide: (a) his or her name and address as it appears in the stock records of Luminex; (b) the number and class of shares of Luminex capital stock beneficially owned by the stockholder and a description in reasonable detail of any hedging, derivative, swap, profit interests, option or other transactions or series of transactions engaged in, directly or indirectly, by such stockholder, or any agreement, arrangement or understanding to which such stockholder is a party, in each case, the effect or intent of which is to mitigate loss to, manage the risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder with respect to shares of capital stock of Luminex, or otherwise to reduce the economic risk or benefit of ownership of shares of capital stock of Luminex to such stockholder, and the agreement of the stockholder to notify Luminex in writing within five business days after the record date for the meeting of any changes to the above information in effect as of the record date for the meeting; (c) all contracts, arrangements, understandings and relationships with respect to the stockholder’s investment in Luminex, and the agreement of the stockholder to notify Luminex in writing within five business days after the record date for the meeting of any changes to the above information in effect as of the record date for the meeting; (d) any material agreement such stockholder may have with any other person or entity in connection with the nomination, and the agreement of the stockholder to notify Luminex in writing within five business days after the record date for the meeting of any changes to the above information in effect as of the record date for the meeting; and (e) a representation as to whether such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Luminex’s outstanding shares required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination, and as to whether the stockholder intends to appear in person or by proxy at the meeting to propose such nomination.

Our bylaws also provide that certain of the above information also be provided with respect to certain other persons associated with the nominating stockholder. The foregoing is a summary of the requirements for stockholders to nominate persons for election to our Board, which requirements are set out fully in our bylaws, and the foregoing description is qualified by reference to the full text of our bylaws.

Evaluation of Director Candidates

The chair of the Nominating and Corporate Governance Committee will preliminarily assess a candidate’s qualifications and suitability in light of the current needs of the Board, working with management support and seeking Board input, and report such assessment to the Nominating and Corporate Governance Committee members. When feasible, the chair of the Nominating and Corporate Governance Committee will interview candidates whom the chair believes are likely to meet the criteria for Board membership as part of the preliminary assessment process. The report may be made to the Nominating and Corporate Governance Committee at a meeting of the committee or informally to each committee member between meetings.

If it is the consensus of the Nominating and Corporate Governance Committee that a candidate is likely to meet the criteria for Board membership, the chair of the committee will advise the candidate of the committee’s preliminary interest. If the candidate expresses sufficient interest, the committee will arrange interviews of the candidate with one or more members of the committee, and request such additional information from the candidate as the committee deems appropriate. The Nominating and Corporate Governance Committee will consider the candidate’s qualifications, background, skills, diversity and abilities, and whether such characteristics fulfill the needs of the Board at that time, and confer and reach a collective assessment as to the qualifications and suitability of the candidate for Board membership.

If the Nominating and Corporate Governance Committee determines that the candidate is suitable and meets the criteria for Board membership, the candidate will be invited to meet with the senior management of the Company and other members of the Board, both to allow the candidate to obtain further information about the Company and to give management and the other directors a basis for input to the Nominating and Corporate Governance Committee regarding the candidate. On the basis of its assessment, and taking into consideration input from other Board members and senior management, the Nominating and Corporate Governance Committee will formally consider whether to recommend the candidate’s nomination for election to the Board.

Code of Compliance

We have a Code of Compliance that applies to all of the employees, officers and directors of the Company and its subsidiaries. The purpose of our Code of Compliance is to provide written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and other public communications by the Company; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of the Code of Compliance; and accountability for adherence to the Code of Compliance. Our Code of Compliance also includes a formal policy regarding the approval of related party transactions, which is administered by our Audit Committee. This policy is described more fully below under “Certain Relationships and Related Party Transactions.” Each director, officer and employee is required to read and certify that he or she has read, understands and will comply with the Code of Compliance.

Under the Sarbanes-Oxley Act of 2002 and the SEC’s related rules, the Company is required to disclose whether it has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Nasdaq rules also require the Company to adopt a “code of conduct” applicable to the Company’s directors, officers and employees that meets the SEC’s definition of “code of ethics.” Our Code of Compliance meets the SEC’s definition of “code of ethics.” The Company’s employees, including our Chief Executive Officer (“CEO”) and senior financial officers, are bound by our Code of Compliance.

A copy of our Code of Compliance can be obtained from the “Investor Relations” section of our website at www.luminexcorp.com. We intend to disclose amendments to, or waivers from, the Code of Compliance (to the extent applicable to our directors, CEO, principal financial officer, principal accounting officer or persons performing similar functions) on our website.

Communications with Members of the Board

Our Board has established procedures for the Company’s stockholders to communicate with members of the Board. Stockholders may communicate with any of the Company’s directors, including the chairperson of any of the committees of the Board or the presiding director, if any, by writing to a director, care of Corporate Secretary, Luminex Corporation, 12212 Technology Boulevard, Austin, Texas 78727. Appropriate communications will be forwarded to such director(s) by the Corporate Secretary. The Corporate Secretary maintains a log of such communications and transmits such communications to identified director addressee(s) as soon as practical, unless there are safety or security concerns that mitigate against further transmission of the communication, as determined by our Corporate Secretary in consultation with counsel, when necessary. The Board or individual directors so addressed are advised of any communication withheld for safety or security reasons as soon as practical. If multiple communications are received on a similar topic, the Corporate Secretary may, in his discretion, forward only representative correspondence.

Communications Regarding Accounting Matters

Communications expressing concerns or complaints relating to accounting matters, internal disclosure controls or controls over financial reporting, or auditing matters are handled in accordance with procedures established by the Audit Committee, including, without limitation, a dedicated hotline and email address. Under those procedures, concerns related to accounting matters, internal disclosure controls or controls over financial reporting, or auditing matters are presented by the Company’s compliance officer (currently the General Counsel) to the Audit Committee for consideration and, if appropriate, corrective action.

Board Member Attendance at Annual Meeting of Stockholders

The Company strongly encourages each member of the Board to attend each annual meeting of stockholders. Accordingly, we expect most, if not all, of the Company’s directors to be in attendance at the Meeting. All of our directors in service at such time attended the 2019 annual meeting of stockholders (the “2019 Annual Meeting”).

Meetings and Committees of the Board of Directors

The Board and its committees meet periodically during the year as deemed appropriate. During 2019, the Board met seven times. No director attended fewer than 75% of all the 2019 meetings of the Board and its committees (held during the period of that director’s Board and committee service) on which each such director served.

The Board is generally responsible for establishing our broad corporate policies and reviewing and assessing our corporate objectives and strategies, and other major transactions and capital commitments. The Board currently has five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Executive Committee and the Strategy and Development Committee. Each of our committees operates under a charter adopted by our Board. It is the policy of the Board and each committee to periodically review its performance and the effectiveness of its charter and policies, as applicable.

Audit Committee

The Audit Committee, which met six times in 2019, currently consists of Mr. McNamara, who serves as Chairman, Dr. Ogunro and Mr. Samet. Dr. Ogunro rejoined the Committee in May 2019 to fill the vacancy created by Mr. Robert J. Cresci’s departure following the 2019 Annual Meeting. The Board has determined that each member of the Audit Committee meets the independence requirements of the applicable rules of the Nasdaq and the SEC and has a basic understanding of finance and accounting and is able to read and understand fundamental financial statements. The Board has further determined that each of Mr. McNamara and Mr. Samet are considered “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. The Audit Committee’s primary duties and responsibilities are to oversee the Company’s accounting and financial reporting processes and audits of the Company’s financial statements; oversee the integrity of the Company’s systems of internal controls regarding finance, accounting and legal compliance, including the oversight of the Company’s internal audit function; oversee the qualifications, independence and performance of the Company’s independent registered public accounting firm; pre-approve all audit and permitted non-audit services to be performed by such firm; provide an avenue of free and open communication among the independent registered public accountants, management and the Board; and to review, approve or ratify certain related party transactions. It is the function of the Audit Committee to help ensure the Company’s financial statements accurately reflect the Company’s financial position and results of operations. In addition, the Audit Committee, following its review of the audited financial statements, is charged with recommending the audited financial statements to the Board for inclusion in the Company’s annual reports. Additional information regarding the purpose and functions of the Audit Committee is set forth in the “Report of the Audit Committee” provided below.

Compensation Committee

The Compensation Committee, which met nine times in 2019, currently consists of Mr. Kever, who serves as Chairman, Ms. Lewis, and Dr. Eck. During calendar year 2019, Mr. McNamara replaced Mr. Erickson on the Compensation Committee following the 2019 Annual Meeting (in May) and Ms. Lewis replaced Mr. McNamara following her election to the Board in September 2019. The Board has determined that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 of the rules promulgated under the Securities Exchange Act of 1934, an “outside director” for the purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and an independent director as defined by the applicable rules of the Nasdaq. The Compensation Committee’s function is to establish and apply our compensation policies and philosophies to assure that the executive officers, directors and other officers and key employees are compensated in a manner consistent with the compensation policies and objectives adopted by the Compensation Committee, competitive practice and the requirements of the appropriate regulatory bodies. The Compensation Committee is responsible for the appointment, compensation, and oversight of the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee as well as the independence evaluation of each such advisor retained by or providing advice to the Compensation Committee. The Compensation Committee also administers our equity incentive plans. Additionally, the Compensation Committee is charged with recommending the “Compensation Discussion and Analysis” to the Board for inclusion in the Company’s proxy statement and incorporation by reference into the Company’s Annual Report on Form 10-K. If appropriate, the Compensation Committee has the authority to form subcommittees and delegate authority to one or more designated members of the Compensation Committee and other certain employees as permitted by applicable law and Nasdaq rules. Additional information regarding the functions performed by the Compensation Committee and the process undertaken by the Compensation Committee in the determination of executive compensation is included under “Executive and Director Compensation-Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, which met five times in 2019, currently consists of Mr. Samet, who serves as Chairman, Ms. Lewis and Dr. Eck. Ms. Lewis filled the vacancy created by Mr. Cresci’s departure following the 2019 Annual Meeting when she joined the Board in September 2019. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined by the applicable rules of the Nasdaq. The Nominating and Corporate Governance Committee provides assistance to the Board in identifying and recommending individuals qualified to serve as directors of the Company, reviews the composition of the Board, periodically evaluates the performance of the Board and its committees, and reviews and recommends corporate governance policies for the Company. In addition, the Nominating and Corporate Governance Committee recommends our various committee memberships based upon, among other considerations, a director’s available time commitment, background and/or skill set it deems appropriate to adequately perform the responsibilities of the applicable committee.

Strategy and Development Committee

The Strategy and Development Committee, which met four times in 2019, currently consists of Dr. Ogunro, who serves as Chairman, Mr. Shamir, and Dr. Eck. The Strategy and Development Committee oversees the Company’s technology-related initiatives, including strategic decisions with respect to existing and new platforms and product offerings, research and development, and intellectual property issues.

Executive Committee

The Executive Committee, which met four times in 2019, currently consists of Mr. Erickson, who serves as Chairman, Mr. Loewenbaum, Dr. Ogunro and Mr. Shamir. The Executive Committee is authorized to act on behalf of the Board as a whole, to the extent delegated to the committee and otherwise permitted by law. The Executive Committee primarily meets to discuss Company performance and strategy. The Executive Committee acted on behalf of the Board in 2019 to authorize the Company’s investment of approximately $7 million in a private company.

Executive Sessions of Non-employee Directors

Generally, an executive session of non-employee directors is held in conjunction with each regularly scheduled Board meeting and other times as deemed appropriate. The executive sessions are generally led by Mr. Loewenbaum in his capacity as Chairman of the Board. Currently all non-employee directors qualify as independent pursuant to the Nasdaq listing standards. However, if the non-employee directors in the future include one or more directors that do not qualify as independent pursuant to the Nasdaq listing standards, at least two meetings per year would also be held solely by our independent directors (and generally at each of our regularly scheduled Board meetings), led by the presiding director in the event the Chairman of the Board was not deemed to be independent. In such an event, the presiding director would then be the current chair of the Nominating and Corporate Governance Committee (currently Mr. Samet), as further described in our Corporate Governance Guidelines. In 2019, our non-employee directors held four such meetings.

Board Leadership Structure

Our Chairman of the Board position is a non-executive position. Separating the positions of Chairman of the Board and CEO allows our CEO to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board in its fundamental role of providing advice to and oversight of management. Our Board recognizes the time, effort and energy that the CEO is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as the Board’s oversight responsibilities continue to grow. Our Board believes that having separate positions, with a non-executive director serving as Chairman, is the appropriate leadership structure for our Company at this time and demonstrates our commitment to good corporate governance.

Our Chairman is also a member of the Executive Committee (although he is not the chairman of that Committee) and provides guidance and takes an active role in evaluating our executive officers and corporate strategies. Our Chairman acts as a regular liaison between our Board and our executive management, being available to consult with our executives over business matters and providing our executives the opportunity for immediate consultation and advice on material business decisions. Our Chairman, as noted above, has been determined by our Board to be an “independent director” in accordance with applicable laws and regulations.

Board Role in Risk Oversight

Risk is inherent with every business. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

We conduct an annual enterprise risk management assessment, which is facilitated by the Company’s management team in collaboration with the Company’s internal audit department. In this process, we assess risk throughout the Company by conducting surveys and interviews of Company employees and directors soliciting information regarding business risks that could significantly adversely affect the Company, including the achievement of its strategic plan. We then identify any controls or initiatives in place to mitigate any material risk and the effectiveness of any such controls or initiatives. Management then prepares a report for the Board regarding the key identified risks and how the Company manages these risks to review and analyze both on an annual and ongoing basis. Management attends Board meetings and is available to address any questions or concerns raised by the Board regarding risk management and any other matters. Additionally, the Board receives periodic updates from management on its cyber security risks and its committees regularly receive presentations from management and key personnel on strategic matters involving our operations.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial and enterprise risk exposures, including internal controls, and discusses with management and the independent auditor the Company’s policies with respect to risk assessment and risk management. The Audit Committee and the Nominating and Corporate Governance Committee also focus on the Company’s compliance with applicable laws and regulations, the Company’s Code of Compliance, and related Company policies and procedures. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Corporate Governance Committee in fulfilling its risk oversight responsibility assists the Board in fulfilling its duties and oversight responsibilities relating to the Company’s compliance with and implementation of new corporate governance principles. The Strategy and Development Committee assists the Board in fulfilling its risk oversight responsibility in reviewing the Company’s risks associated with technology-related initiatives, including strategic decisions with respect to existing and new platforms and product offerings, intellectual property related risks, assessment of competitive threats and opportunities, and potential merger and acquisition targets.

Compensation Committee Interlocks and Insider Participation

During 2019, the Compensation Committee of the Board consisted of Mr. Kever, who served as Chairman, Mr. Erickson, and Dr. Eck until the 2019 Annual Meeting on May 16, 2019. At that time, Mr. Erickson resigned from the Committee and was replaced by Mr. McNamara. Mr. McNamara resigned from the Compensation Committee and was replaced by Ms. Lewis when Ms. Lewis joined the Board on September 5, 2019. Mr. Erickson served as our interim president and chief executive officer from September 2002 until May 2004. The Board has determined that because such service was at a much earlier time in the Company’s evolution it is not material to his independence analysis today and has, in the observation of the Board, no bearing on Mr. Erickson’s independence. Neither Mr. Kever, Mr. McNamara, Ms. Lewis, or Dr. Eck has ever been an officer or an employee of the Company. No interlocking relationship existed during 2019 between any officer, member of our Board or the Compensation Committee and any officer, member of the board of directors or compensation committee of any other company.

PROPOSAL 1 - ELECTION OF THREE CLASS II DIRECTORS

The number of directors on our Board is currently fixed at nine. Our certificate of incorporation divides our Board into three classes, which serve staggered three-year terms. The terms of the Class I, Class II and Class III directors will expire upon the election and qualification of directors at the annual meetings of stockholders to be held in 2022, 2020 and 2021, respectively.

Currently, our Board is composed of three Class I directors (consisting of Nachum “Homi” Shamir, Dijuana K. Lewis and Thomas W. Erickson), three Class II directors (consisting of Stephen Eck, M.D., Ph.D., Ken Samet, and Jim D. Kever) and three Class III directors (consisting of G. Walter Loewenbaum II, Edward A. Ogunro, Ph.D., and Kevin M. McNamara).

At the Meeting, the stockholders will elect three (3) Class II directors nominated by the Board. Each of the Class II director nominees is to serve a three-year term until the 2023 annual meeting of stockholders and until a successor is elected and qualified or until such director’s earlier resignation or removal. The Board and its Nominating and Corporate Governance Committee, pursuant to and consistent with the nomination procedures described above under “Corporate Governance,” have nominated Stephen Eck, M.D., Ph.D., Ken Samet and Jim D. Kever to re-election as Class II directors. It is the intention of the persons named in the proxy to vote the proxies for the election of each of the aforementioned nominees. Proxies may not be voted for persons other than, or for more persons than, those named in the proxy. If any nominee should be unwilling or become unavailable to serve as a director for any reason, the persons named as proxies reserve full discretion to vote for such other person or persons as may be properly nominated by the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected.

Certain information about the Class II nominees for the Board, and those directors whose terms do not expire at the Meeting, is furnished below.

Class II Director Nominees

Dr. Stephen L. Eck, M.D., Ph.D., age 65. Dr. Eck has served as a member of the Board since March 2016. Dr. Eck most recently served as the President and Chief Executive Officer of Aravive Biologics, an oncology-focused pharmaceutical company, from April 2017 to March 2018. Dr. Eck was previously the Vice President, Oncology Medical Sciences of Astellas Pharma Global Development, a global pharmaceutical company, from 2011 to 2017. Prior to joining Astellas Pharma Global Development, Dr. Eck was the Vice President, Translation Medicine & Pharmacogenomics at Eli Lilly & Co., a global pharmaceutical company, from 2007 to 2011. Dr. Eck holds a B.S. in Chemistry from Kalamazoo College, a Ph.D. in Chemistry from Harvard University and an M.D. from the University of Mississippi.

Dr. Eck brings to the Board significant directly relevant technical and operational industry experience in the diagnostics industry. Dr. Eck offers substantial experience in managing complex research and development initiatives for large, evolving portfolios of diagnostic and pharmaceutical products, and in securing and maintaining regulatory clearance for such products both domestically and internationally.

Ken Samet, age 61. Mr. Samet has served as a member of the Board since December 2018. Mr. Samet has served as President and Chief Executive Officer of MedStar Health, Inc., a non-profit healthcare delivery system, since 2008. He previously served as that organization’s Chief Operating Officer from 1998 to 2003 and as President and Chief Operating Officer from 2003 to 2008. From 1990 to 2000, Mr. Samet served as President of MedStar Washington Hospital Center. From the mid-1980s to 1990, he held a variety of leadership positions with the Medlantic Healthcare Group. Mr. Samet served as a director of Catalyst Health Solutions, Inc., from April 2006 to July 2012, and has served as a Director of Cogentix Medical, Inc., since July 2016, and as a Director of Evolent Health, Inc., since September 2015. Mr. Samet received a B.S. in business administration from the Old Dominion University and a Master’s degree in health services administration from the University of Michigan.

Mr. Samet brings to the Board extensive experience managing and growing healthcare industry companies, as well as significant general experience serving in leadership roles on board and board committees of other public companies. He also brings financial expertise, a diverse set of capabilities in leading the operational aspects of a large and complex organization, and experience managing issues representative of those faced by the Company’s customers.

Jim D. Kever, age 67. Mr. Kever has served as a member of the Board since December 1996. He is a founding member of Voyent Partners, L.L.C. (“Voyent”), a private investment company, through which he has been an investor since 2001. Mr. Kever served as co-chief executive officer of the transaction services division of WebMD Corporation, a provider of healthcare transaction, information and technology services, from June 2000 to March 2001. From March 1999 through May 2000, Mr. Kever served as chief executive officer of the transaction services division of Quintiles Transnational Corporation, a contract research company providing a wide range of clinical research services for biotech and pharmaceutical clients. From August 1995 through March 1999, Mr. Kever was the president and co-chief executive officer of Envoy Corporation (“Envoy”), a provider of electronic transaction processing services for the healthcare industry. Mr. Kever serves on the board of directors of 3D Systems (“3D Systems”), a provider of 3-D printing, rapid prototyping and manufacturing solutions, and has served as a director of Tyson Foods, Inc. (“Tyson”), a food processing company, ACI Worldwide, Inc., a payment systems company, and Emdeon Corporation, a provider of revenue and payment cycle solutions. Mr. Kever holds a B.S. in business administration from the University of Arkansas and a J.D. from the Vanderbilt University School of Law.

Mr. Kever brings to the Board extensive experience managing and growing healthcare industry companies. Mr. Kever brings experience in serving on public and private boards. Mr. Kever, through his more recent investment experiences with Voyent, also brings depth of knowledge in managing and growing companies and in capital markets considerations. Mr. Kever also provides continuity to the Board, given his service on the Board since Luminex’s earliest years of operation.

Class III Directors (term expires 2021)

G. Walter Loewenbaum II, age 75. Mr. Loewenbaum has served as a member of the Board since May 1995 and as Chairman of the Board since September 2002. He served as Vice Chairman of the Board from April 1998 until January 2000. Mr. Loewenbaum also served as chairman of the board of directors of 3D Systems from September 1999 to October 2018, and was previously chairman of the board of directors of Envoy. He holds a B.A. from the University of North Carolina.

Mr. Loewenbaum became involved with Luminex as an original investor in Luminex prior to our initial public offering. As an investment banker and private equity investor, Mr. Loewenbaum has worked with multiple companies in a variety of different industries at different phases of organizational development, ranging from startup to a publicly traded company. He brings depth of knowledge in serving as chairman for public and private companies, building stockholder value and capital market considerations. Mr. Loewenbaum also provides continuity to the Board, given his service on the Board since Luminex’s earliest years of operation.

Kevin M. McNamara, age 64. Mr. McNamara has served as a member of the Board since May 2003. In addition, he provided financial and strategic consulting services to the Company from October 2001 through December 2002. Mr. McNamara is a director of Signify Health, LLC (formerly known as Censeo Health LLC), a provider of prospective health risk assessments for health plans and healthcare delivery organizations, where he also served as chief executive officer from February 2015 to June of 2018. Mr. McNamara served as executive vice president, chief financial officer and treasurer of HealthSpring, Inc., a managed care company, from April 2005 through May 2009. Mr. McNamara previously served as chief financial officer and a director of HCCA International, Inc., a healthcare management and recruitment company from October 2002 to April 2005. Mr. McNamara currently serves on the board of directors of Tyson. Mr. McNamara is a Certified Public Accountant (inactive) and holds a B.S. in Accounting from Virginia Commonwealth University and a M.B.A. from the University of Richmond.

Mr. McNamara brings to the Board extensive financial expertise, experience managing and growing healthcare industry companies, as well as significant general experience serving on boards and board committees of other public companies. Mr. McNamara’s experience overseeing risk assessment, accounting and financial reporting for public and other healthcare companies provides equally valuable experience in his role as chair of our Audit Committee. Mr. McNamara also has experience overseeing public and private capital markets and mergers and acquisitions transactions.

Edward A. Ogunro, Ph.D., age 67. Dr. Ogunro has served as a member of our Board since May 2009. Dr. Ogunro served as senior vice president, R&D and medical affairs and chief scientific officer at Hospira Inc., a global specialty pharmaceutical and medication delivery company, from April 2004 until December 2007. Prior to Abbott Laboratories’ (“Abbott”), a global, broad-based healthcare company, spin-off of Hospira in 2004, Dr. Ogunro served in a number of leadership positions for over 20 years with Abbott, primarily in Abbott’s Diagnostics Division, and most recently served as corporate vice president, R&D, medical and regulatory affairs in Abbott’s Hospital Products Division. He held numerous other positions with Abbott, including program director for AxSym and divisional vice president for Abbott’s Immunodiagnostics and Chemistry R&D Organization. Dr. Ogunro served on the board of directors of the Myeloproliferative Neoplasms Research Foundation (a not for profit organization). Previously, Dr. Ogunro pursued postdoctoral studies and served as an assistant professor at Northwestern University Medical School in Chicago from 1977 to 1982. Dr. Ogunro holds a B.S. in Physiology and Biochemistry from Reading University and a Ph.D. in Biochemistry from London University.

Dr. Ogunro brings to the Board significant directly relevant technical and operational industry experience in the diagnostics and medical device industry. Dr. Ogunro has substantial experience in managing complex research and development initiatives for large, evolving portfolios of diagnostic and medical device products, and in securing and maintaining regulatory clearance for such products both domestically and internationally. Dr. Ogunro’s technical background and direct experience with project management is of particular relevance in his role as Chairman of the Strategy and Development Committee and in guiding Luminex in its research and development investments on new products and markets.

Class I Directors (term expires 2022)

Nachum “Homi” Shamir, age 66. Mr. Shamir joined the Company on October 14, 2014 as President and CEO and was elected to our Board. From 2006 to 2014, Mr. Shamir was the President, Chief Executive Officer and Director of Given Imaging Ltd., a developer of the PillCam capsule and manufacturer and marketer of diagnostic products for the visualization and detection of disorders of the gastrointestinal tract, which was acquired by Covidien PLC in early 2014. Mr. Shamir currently serves on the board of directors of Strata Skin Sciences, Inc., a medical technology company which focuses on the dermatology market. Mr. Shamir holds a Bachelor of Science from the Hebrew University of Jerusalem and a Masters of Public Administration from Harvard University.

Mr. Shamir brings to the Board significant experience in managing businesses in the health care, and medical device life science industries. Mr. Shamir has extensive experience in leading the strategic and operational aspects of large and complex, international organizations, with experience in managing manufacturing, research and development, sales and marketing, intellectual property and technology management and international operations. As the President and CEO of Luminex, Mr. Shamir is responsible for management’s execution of operational objectives and serves as an integral connection between the Board and Luminex’s management team, enabling alignment between the Board’s strategic expectations and the Company’s current and future strategy and operations.

Thomas W. Erickson, age 69. Mr. Erickson has served as a member of the Board since May 2004. He served as chairman of the board of Western Dental Services, Inc., a dental practice management company, until September 2015. Previously, he served as an interim Chief Executive Officer of Western Dental Services, Inc., chairman of Inmar, Inc., a reverse logistics and revenue recovery company, chairman and interim president of National Medical Health Card Systems, Inc., a pharmacy benefits manager, chairman of the board of PATHCare, Inc., an operator of long term care facilities, chairman of the board of TransHealthcare, Inc., a health care services company, chairman and interim president and chief executive officer of LifeCare Holdings, Inc., an operator of long-term acute care hospitals, and interim president and chief executive officer and director of Omega Healthcare Investors, Inc., a healthcare focused real estate investment trust. Mr. Erickson was also co-founder, president and chief executive officer of CareSelect Group, Inc., a physician practice management company. Mr. Erickson currently serves as a Senior Advisor to Centerbridge Partners, L.P., a private investment management firm, on the board of directors of 3D Systems, and American Renal Holdings, Inc., a national provider of kidney dialysis services. Mr. Erickson holds a Bachelor’s degree from University of Iowa and an M.B.A. from Southern Methodist University.

Mr. Erickson brings to the Board extensive experience managing and growing healthcare industry companies, as well as significant general experience serving in leadership roles on boards and board committees of other public companies. In addition, Mr. Erickson served as our interim president and chief executive officer from September 2002 until our hiring of our former chief executive officer in May 2004. Through his substantial experience in the healthcare industry, including his service at Luminex and organizations providing healthcare services and delivery, Mr. Erickson offers valuable insight on Luminex and its product offerings from the perspective of healthcare providers.

Dijuana K. Lewis, age 60. Ms. Lewis, has served on the Board since September 2019. Ms. Lewis most recently served Aetna, Inc. (“Aetna”), a managed care company, as Executive Vice President, Consumer Products and Enterprise Marketing from October 2013 to April 2016. Prior to that, she served as Senior Vice President, Health and Wellness for Walmart Stores, Inc., a multinational retail chain, from March 2011 to October 2013. Ms. Lewis previously served in a number of executive level positions of increasing responsibility with Anthem/Wellpoint, Inc., a managed care company, from August 1994 to January 2011, including serving as the Executive Vice President and Chief Executive Officer of its Comprehensive Health Solutions division from October 2007 to January 2011. She has served on various non-profit and advisory boards, as well as consulted on healthcare related matters since her retirement from Aetna. Ms. Lewis received a bachelor’s degree in quantitative business analysis from the Kelley School of Business at Indiana University and a master’s degree in business administration from Indiana Wesleyan University.

Ms. Lewis brings to the Board extensive experience managing and growing healthcare industry companies, as well as significant general experience serving in leadership roles on non-profit and advisory boards. Through her substantial experience in the healthcare industry, including on the reimbursement side, Ms. Lewis offers valuable insight on Luminex and its product offerings from the perspective of healthcare providers and payors.

Required Vote; Recommendation of the Board

Election of the Class II directors standing for election will be determined by a majority of the votes cast at the Meeting. A majority of the votes cast means that the number of shares voted “for” a nominee exceeds the number of votes “withheld” from such nominee. Abstentions and broker nonvotes are not counted as votes cast with respect to that director and will have no effect on the outcome of the election of directors. For each of the nominees who is an incumbent director (all of the Class II nominees), if a nominee fails to receive “for” votes representing a majority of the votes cast, the director shall promptly tender his resignation to the Board, subject to acceptance by the Board. The Nominating and Corporate Governance Committee would then be charged with making a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and publicly disclose its decision regarding the tendered resignation and the rationale behind its decision. If the Board determines not to accept the resignation of the incumbent director, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

The Board recommends that stockholders vote FOR the election of each of its nominees for Class II directors.

PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

As described in “Executive and Director Compensation-Compensation Discussion and Analysis” beginning on page 18 of this proxy statement, the Compensation Committee’s goal in setting executive compensation is to provide a compensation program that specifies and rewards executive behavior that is aligned with stockholder interests, effective corporate governance and the successful execution of the Company’s business plan and strategies. Additionally, our executive compensation “clawback” provisions allow the Company to recover bonus payments and certain equity awards under certain circumstances, and compliance and ethical behaviors are factors considered in all performance and bonus assessments.

Stockholders are urged to read the Compensation Discussion and Analysis, which discusses how our compensation policies and procedures implement our compensation objectives and philosophies, as well as the Summary Compensation Table and other related compensation tables and narrative disclosure, which describe the compensation of our named executive officers in fiscal 2019. The Compensation Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in implementing our compensation objectives and philosophies and in achieving the Company’s goals and that the compensation of our named executive officers in fiscal 2019 reflects and supports these compensation policies and procedures.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended and as a matter of good corporate governance, stockholders will be asked at the Meeting to approve the following advisory resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.

Required Vote; Recommendation of the Board

The “say-on-pay” advisory vote requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Meeting. Abstentions are included in the number of shares present or represented at the Meeting and entitled to vote, and therefore, abstentions will have the same effect as a vote cast against the “say-on-pay” advisory vote. For purposes of the “say-on-pay” advisory vote, broker nonvotes have the effect of reducing the number of affirmative votes required to achieve a majority of the shares present and entitled to vote for Proposal 2 by reducing the total number of shares from which such majority is calculated.

The Board recommends that stockholders vote FOR Proposal 2.

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm to audit the financial statements of the Company and to perform other accounting services, if appropriate, for the year ending December 31, 2020. Such appointment will be presented to the stockholders for ratification at the Meeting. A representative of Ernst & Young LLP is expected to be present at the Meeting to respond to questions from stockholders and will be given the opportunity to make a statement if so desired.

Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by the Company’s bylaws or otherwise. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Fees paid to Ernst & Young LLP for services provided during the years ended December 31, 2019 and 2018 are presented below.

Audit Fees. The aggregate audit fees billed to us by Ernst & Young LLP for professional services rendered for the audit of our annual consolidated financial statements, for the reviews of the consolidated financial statements included in our quarterly reports on Form 10-Q, for the audit of management’s report on the effectiveness of our internal control over financial reporting, as required under Section 404 of the Sarbanes-Oxley Act of 2002 and other services that are normally provided by the independent auditor in connection with statutory and regulatory filings totaled $722,850 for 2019 and $590,000 for 2018.

Audit-Related Fees. The aggregate fees billed to us by Ernst & Young LLP for assurance and related services with regard to the performance of the audit or review of the Company’s consolidated financial statements, and for the review of the Company’s internal controls over financial reporting, not described above under “Audit Fees,” totaled $0 for 2019 and $188,663 for 2018.

Tax Fees. The aggregate tax fees billed to us by Ernst & Young LLP for professional services rendered for tax reform analysis, tax compliance, tax advice and tax planning totaled $0 for 2019 and $105,270 for 2018.

All Other Fees. There were no fees billed by Ernst & Young LLP for products or services other than those described above for 2019 and 2018.

The Restated Audit Committee Charter, among other things, requires the Audit Committee to pre-approve all audit and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor. The Audit Committee has adopted a pre-approval policy in order to ensure that the performance of audit and non-audit services by the independent auditor does not impair the auditor’s independence. The policy provides for the general pre-approval of specific types of services, gives guidance to management as to the specific type of services that are eligible for pre-approval and provides cost limits for each such service on an annual basis. The policy requires specific pre-approval of all other permitted services. Requests or applications to provide services that require separate approval by the Audit Committee are submitted by the Company’s chief financial officer to the Audit Committee and must include a statement as to whether, in the chief financial officer’s view, the request or application is consistent with the SEC’s rules on auditor independence. The Audit Committee may delegate pre-approval authority to one or more of its members who shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

All audit related services, tax services and other services provided in 2019 and 2018 were pre-approved by the Audit Committee. The Audit Committee concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of the firm’s independence in the conduct of its auditing functions.

Required Vote; Recommendation of the Board

Approval of this proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter. Abstentions are included in the number of shares present or represented at the Meeting and entitled to vote, and therefore, abstentions will have the same effect as a vote cast against Proposal 3. Because brokers have discretionary authority to vote on the ratification of the selection of Ernst & Young LLP as our independent registered public accountants, we do not expect any broker non-votes in connection with this proposal.

The Board recommends that stockholders vote FOR Proposal 3.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.

To the Stockholders of Luminex Corporation:

The Board maintains an Audit Committee comprised of three independent directors. The Board and the Audit Committee believe that the Audit Committee’s current member composition satisfies the rules of the SEC and the Nasdaq that govern audit committee composition, including the requirement that audit committee members meet the heightened independence requirements as contemplated by the applicable rules of the Nasdaq. The Audit Committee operates under a written charter, which was adopted by the Board (as amended to date, the “Restated Audit Committee Charter”). A copy of the Restated Audit Committee Charter may be viewed on the “Investor Relations” section of our website at www.luminexcorp.com.

Pursuant to the Restated Audit Committee Charter, the Audit Committee oversees the financial reporting process on behalf of the entire Board. The Audit Committee is responsible for the appointment, compensation and oversight of the work of Luminex’s independent registered public accountants. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. Our independent registered public accountants are responsible for performing an independent audit of Luminex’s financial statements in accordance with standards established by the Public Company Accounting Oversight Board (“PCAOB”), expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles and auditing the effectiveness of Luminex’s internal control over financial reporting and issuing a report thereon. In fulfilling its oversight responsibilities, the Audit Committee reviews and discusses with management and the independent registered public accountants the audited and interim financial statements included in our reports filed with the SEC in advance of the filings of such reports.

The Audit Committee has reviewed and discussed the audited financial statements with management and the independent registered public accountants. Furthermore, the Audit Committee has discussed with the independent registered public accountants the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the PCAOB, regarding the independent registered public accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accountants the independent registered public accountants’ independence.

The Audit Committee discussed with the independent registered public accountants the overall scope and plans for their audit. The Audit Committee met with the independent registered public accountants, with and without management present, to discuss the results of their examination, their evaluation of Luminex’s internal controls requirements under Section 404 of the Sarbanes-Oxley Act of 2002, and the overall quality of Luminex’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

Kevin M. McNamara (Chairman)

Edward A. Ogunro, Ph.D.

Ken Samet

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis is presented in the following order:

Overview of Strategic Business Decisions Impacting Executive Compensation

Key Compensation Actions and Decisions for 2019

Our Approach to Executive Compensation and Our Decision Making Process

Peer Group and Additional Data

Role of the Compensation Committee and its Independence

Role of Management

Role of the Independent Consultant

2019 Executive Compensation Review

Compensation Mix

Base Salary

Annual Cash-Based Incentive Compensation

Long-Term Equity-Based Incentives

Additional Disclosures

Risk Considerations Related To Executive Compensation

2020 - A Preview

Overview of Strategic Business Decisions Impacting Executive Compensation

To drive our ongoing objectives, we are: (i) focusing on the demands of our key markets, (ii) developing and delivering market leading molecular diagnostic platforms and assays, (iii) developing next generation products, (iv) actively pursuing market opportunities that could accelerate our business strategies, and (v) continuing to develop our LTG business focusing in select key markets. In 2019, the Company followed the strategy described above and focused on developing our next generation products, while generally achieving our major product development, regulatory, and financial milestones for the year. The Company had one product development goal and one integration goal for 2019, which were included as elements of our cash based incentive compensation program. The product development goal was to (i) submit the VERIGENE® II GI Assay to the FDA on or prior to September 15, 2019, and (ii) submit the VERIGENE® II RP Assay to the FDA on or prior to November 30, 2019. This goal was not accomplished timely in 2019. The integration goal was to complete the integration of the flow cytometry business. This goal was accomplished timely in 2019. Over the past several years, the Company has transitioned its focus from being a technology-based tools company to competing as a market-based diagnostic company and has established itself as a market leader in the molecular diagnostic market. Our business with the customers in our Licensed Technology Group (“LTG”) remains an integral element of our strategy with market leading alliances that have established and validated the effectiveness of our technologies across the life science marketplace.

In 2019, the Company followed the strategy described above and focused on developing our next generation products, while generally achieving our major product development, regulatory, and financial milestones for the year. The Company had one product development goal and one integration goal for 2019, which were included as elements of our cash based incentive compensation program. The product development goal was to (i) submit the VERIGENE® II GI Assay to the FDA on or prior to September 15, 2019, and (ii) submit the VERIGENE® II RP Assay to the FDA on or prior to November 30, 2019. This goal was not accomplished timely in 2019. The integration goal was to complete the integration of the flow cytometry business. This goal was accomplished timely in 2019.

During 2019, the Company advanced its transition toward leadership in the molecular diagnostic market by growing sales in our MDx sample to answer portfolio by 21% over the prior year. The Company accelerated the inclusion and development of additional sample to answer systems, including the continued expansion of our sample to answer product line offerings that provide our customers automated molecular platforms for both syndromic and targeted molecular diagnostic testing. Given the record revenue and achievement of the integration goal, the Company believes the range of pay-out pursuant to our cash incentive program of between 74% and 81.5% of target for our Named Executive Officers is appropriate.

In 2020, we intend to continue to focus on building sustainable stockholder value by (i) continuing to develop new molecular diagnostic assays utilizing our proprietary MultiCode^®, xMAP^® and VERIGENE^® technologies for use on our installed base of automated and non-automated systems and to further grow sales of such assays; (ii) expanding our partnership revenues in a sustainable manner through the introduction of an innovative new xMAP^® system and continued fulfillment of our partners needs in their respective fields of use; and (iii) continuing innovation of our proprietary image based flow cytometry technology. We are focused on the growth of our molecular sample-to-answer business through on-time delivery of our development and launch milestones and further expansion of our customer base and completing the development of the INTELLIFLEX system to provide additional capabilities to our partners’ customers while offering an opportunity to stimulate an upgrade cycle. We anticipate growth will accelerate over time with the expansion of available products, FDA and other clearances for additional systems and assays, and the introduction of new technology. These strategic goals inform the incentives and goals we initiate for our compensation plans, particularly in the near term.

Key Compensation Actions and Decisions for 2019

In 2019 we continued to focus on our commitment to “pay for performance”, provide compensation transparency, and pursue competitive pay practices in our industry, by implementing the following key compensation actions:


•	We made market based merit increases ranging from 3.4% to 6.1%, to our named executive officers’ base salaries, staying true to our intended market position against our peer group.

•

We continued utilization of a financial matrix goal for our annual cash-based incentive compensation plan, based on revenue and operating profit for all plan participants (which goal accounted for 50% of such plan). We established key research and development, departmental and other key project goals for our annual cash-based incentive compensation plan with aggressive timelines to incent timely completion of new products and the integration of the flow cytometry business (which goals accounted for 50% of the CEO’s goals and 40-50% of each of the other named executed officer’s goals for such plan), as well as leadership goals for executive officers, excluding the CEO, (which goals accounted for 0-10% of each of the other named executed officer’s goals). We paid the CEO a total of 81.5% of his target cash bonus and other named executive officers were paid a total of between 74.0% and 76.5% of their cash bonus targets pursuant to our annual cash-based incentive compensation plan. This was the result of the Company’s financial and operational performance during the year, including partial achievement of the cash incentive plan financial goals for revenue and operating profit, and the achievement of some, but not all, of the project goals (or with respect to the CEO, over-achievement with respect to some, but not all, of the project goals).

•

We continue to review the appropriate long-term incentive opportunities for our executive officers in order to best align stockholder and management interests. While considering all strategies, we granted a mix of performance-based stock options (“Performance Options”) and restricted stock (“Restricted Stock”) to our named executive officers in 2019. The Compensation Committee (the “Committee”) granted 50% (40% for our CEO) of the grant date fair value of each named executive officer’s equity compensation award in the form of Restricted Stock vesting ratably over four years with the remaining 50% (60% for our CEO) in the form of Performance Options that vest ratably over four years upon achievement of certain financial targets consistent with the financial goals in the annual cash-based incentive plan. Based on the Company’s financial achievement in 2019, the Performance Options granted in 2019 that remained eligible to vest as of December 31, 2019 were 83% of target. The Committee believes that the Performance Options align executive management directly with stockholders with respect to value creation. The Committee also reviewed overall executive equity positions with respect to promoting management retention, and decided that maintaining the portion of the grant date fair value of each named executive officer’s equity compensation award (except for our CEO) in the form of Restricted Stock at 50% (40% for our CEO) would best accomplish this purpose. As the employment market continues to expand, including near our Austin, Texas headquarters, and with retirements increasing across the biotech sector, retention of our executive team is a key focus for the Company. Overall, this mix of Performance Options and Restricted Stock was selected as the best approach to align executive management’s interest with the financial interests of our stockholders (because the value of options only increases with an increase in the trading price per share of the Company’s common stock) while providing Restricted Stock to build each executive’s ownership in the Company and encourage retention through meaningful vesting periods. As noted above, both the Performance Options and the Restricted Stock awards vest ratably over four years. The Company continuously evaluates the use and balance of both Restricted Stock and Performance Options as excellent long-term incentives for our executives.

Our Approach to Executive Compensation and Our Decision Making Process

Our approach to compensation is fundamentally defined by our efforts to successfully recruit, retain and motivate our executives toward building a first-class molecular diagnostic and life science company focused on value creation.

We strive to design both our short-term and long-term compensation programs to identify and reward specific executive behavior. We believe doing so ensures the executive’s actions are aligned with the successful execution of the Company’s business plan and strategies to drive stockholder value creation. The Committee has established the following primary objectives in designing and reviewing compensation for our CEO and our other named executive officers:


•	Offer competitive and effective total compensation opportunities for executives that enable the Company to attract, reward and retain skilled executives in a competitive recruiting environment;


•	Provide a substantial portion of executive compensation through performance-contingent compensation, where annual incentives are based on achieving new product innovations and certain designated and pre-approved quantitative and qualitative measures of Company and individual performance;


•	Encourage and share superior and sustained corporate performance based on performance measures that create value for stockholders, reward corporate growth and encourage measured and appropriate risk-taking in support of our corporate objectives; and


•	Align the long-term financial interests of our executives with those interests of our stockholders by focusing incentives on long-term equity and performance-based equity awards associated with revenue growth, operating performance and stock price appreciation.

Our core compensation philosophies include the following:

•

Each element of compensation supports our compensation objectives and, when viewed collectively, works to appropriately support all of these objectives. The Committee believes that each element of our compensation program should be designed to simultaneously fulfill one or more of our “compensation objectives” described above, and that each element should work as a whole to appropriately support all of these objectives.

•

Our compensation programs create a management culture that is performance-driven and has a vested interest in increasing stockholder value and the successful execution of our corporate goals and strategies. Our philosophy emphasizes performance-based incentives for our executive officers, in part by having a substantial portion of each executive’s cash compensation contingent upon the successful financial, operating and strategic performance of the Company, as well as upon successful execution of an executive’s unique project and department goals or directives. Performance to Company targets is communicated to employees quarterly. Equity incentives are provided in forms that vest over several years (generally four) and include a meaningful portion that is performance-based and at risk. Such incentives, which directly align with the financial performance of the Company, play a prominent role in our program.

•

Our compensation decisions support the Company’s anticipated growth and executive development. Our compensation policies must primarily be designed to attract and retain the talent needed to support our anticipated growth and increasing operational complexity. Simultaneously, our policies should foster and reward the growth and development, in terms of competency, responsibilities and leadership, of our executive team.

•

Our compensation decisions are flexible to reflect the unique attributes of the Company and the contributions of each executive. The Committee’s compensation philosophy for each executive officer allows for flexibility in assessing the executive’s performance for the prior year, projected role and responsibilities and the executive’s impact on execution of Company strategy and directional changes. The Committee’s compensation philosophy considers external pay practices and competitive market conditions, total cash compensation and relative internal equity positioning, recommendations from our CEO and the compensation consultant, and other factors the Committee deems appropriate. Our philosophy also considers an executive’s prior experience and professional status, educational credentials, employee retention, vulnerability to recruitment by other companies and the difficulty and costs associated with replacing executive talent. The weighting of these and other relevant factors is determined on a case-by-case basis for each executive.

•

Our compensation programs and policies consider external perceptions and “good governance” and should not provide incentives for excessive risk taking for short-term gains. The Committee believes that it is important to undertake a specific review of our compensation programs and policies each year to be sure that they follow “good governance practices” in the Committee’s view and that they do not incentivize excessive or inappropriate risk taking. The Committee has received an annual independent opinion on the foregoing from its compensation consultant, which was affirmed in 2019.

Any decisions regarding executive compensation are based on the above outlined philosophy and objectives. The Committee further relies on market data, industry data, the executive’s prior compensation (including the performance of the Company’s stock price relative to prior equity grants), and prevalence and practices information from our peer group to set relevant compensation amounts consistent with this philosophy.

Peer Group and Additional Data

The factual foundation for the Committee’s deliberations is derived from compensation data from (1) publicly-available compensation information of a peer group of companies, and (2) industry-specific compensation survey information. The Committee also relies on the experience of its members, supplemented by the expertise of its independent compensation consultant.

For 2019, the Committee selected HumInt, LLC, as its independent compensation consultant (the “Consultant”). In this capacity, the Consultant assisted the Committee by developing an appropriate peer group of companies, providing additional survey data as applicable and providing guidance with respect to compensation decisions that align with our overarching compensation philosophy and strategy.

When reviewing and selecting our peer group, the Committee targeted publicly-traded, U.S. based companies from the biotechnology and medical technology industries (including research, medical device and molecular diagnostic). The review and selection process was conducted by the Committee with the assistance of its Consultant using the following steps:


1.	Review all companies which have the same four digit Global Industry Classification Standard code (“GICS Code”) as Luminex;


2.	Refine the list of companies with the same GICS Code based on market capitalization, revenue, net income and number of employees in a general comparison range of 0.5 times to 3 times that of Luminex;


3.	Consider the aggregate average of the financial criteria set forth in step 2 above of the entire peer group and refine the list of companies accordingly;


4.	Establish the peer group based on the outcome of the previous steps and review it with the CEO; and


5.	Review the comparative compensation data for the new peer group provided by the Consultant.

Selecting our peer group involves reviewing the previous year’s peer group to insure each peer is still an appropriate comparator to the Company and removing any company that is no longer in existence or whose viability for inclusion no longer applies, while adding appropriate peers to maintain a large enough group for valid and appropriate comparison. After completing the review described above and with the advice of its Consultant, the Committee determined to not make any changes to the peer group in 2019.

The following table illustrates the 15 companies included in the Company’s peer group for 2019:



Accelerate Diagnostics, Inc.	AXDX	Meridian Bioscience, Inc.	VIVO
Array Biopharma, Inc.	ARRY	Myriad Genetics, Inc.	MYGN
Bio-Techne Corporation	TECH	Natera, Inc.	NTRA
Cambrex Corporation	CBM	NeoGenomics, Inc.	NEO
Endologix, Inc.	ELGX	Pacific Biosciences of California, Inc.	PACB
Exact Sciences Corporation	EXAS	Qiagen N.V.	QGEN
GenMark Diagnostics, Inc.	GNMK	Quidel Corporation	QDEL
Genomic Health, Inc.	GHDX

In addition to the compensation-related information obtained from the public filings of the above peer group companies, the Committee also uses the Radford Global Life Sciences Survey as a source of additional compensation data. The Committee then uses these two sources, along with input from its Consultant, to determine competitive and appropriate levels of compensation for our named executive officers. We refer to these relevant surveys to target market-competitive compensation and support our compensation related decision making. Our target for base salary is to be generally competitive with market pay levels, usually defined as between the 25th percentile and the 75th percentile of our peer group, depending on experience and other factors relevant to the individual executive and requirements of the specific position. The Committee’s desire is to provide total short-term cash opportunities near the peer group median (50th percentile) for achieving targeted annual goals, but allow for potential upside generally near the 75th percentile upon exceeding performance goals approved by the Committee. The Committee also targets total potential compensation opportunities (including equity awards) with a potential upside that generally falls between the 50th and the 75th percentiles of our comparative market, provided the Company and the executive deliver superior performance. Individual total salaries of the named executives may vary based on such factors as areas of responsibility, size of comparison companies, specific local market factors, experience and performance.

Role of the Compensation Committee and its Independence

All members of our Committee are independent pursuant to the applicable requirements of the Nasdaq and the SEC. The Consultant to the Committee meets the SEC’s requirements for independence. The Consultant did not have a prior relationship with management or any members of our Board. A summary of the Committee’s role and responsibilities can be found under the heading “Compensation Committee” in this proxy statement. The Committee is primarily charged with assessing the appropriateness and effectiveness of our compensation programs. Its key responsibilities in this regard include:


•	To review and approve goals and objectives, evaluate the CEO’s performance in light of these goals and objectives, and approve the CEO’s compensation based on this evaluation. This review is handled in private Committee sessions, and the Committee considers input from various sources, including from the Consultant, and, where appropriate, from management.


•	To review and approve the compensation (including performance-based award opportunities and objectives and any discretionary bonus opportunities) for all named executive officers based in part on an evaluation of the officers’ performance in light of applicable performance goals and objectives.


•	To review and approve management incentive plans, broad-based, long-term equity-based compensation programs and any executive benefit programs (not applicable to employees generally) for executive and non-executive officers.


•	To review the Company’s risk management policies and procedures as they relate to compensation practices and policies for executives and all other key employees.

Role of Management

The Committee obtains input and recommendations on executive performance and compensation from the CEO. The Committee also works with select executives of the Company to obtain information and materials relevant in setting compensation and engages in discussions with management related to various financial matters (usually from the Chief Financial Officer), human resources matters (usually from the Senior Vice President, Human Resources), legal matters (usually from the General Counsel) and other matters, as needed.

Role of the Independent Consultant

The Committee is authorized to select and retain its own independent compensation consultant and engaged the Consultant to provide independent compensation advice, perspective and data for 2019 executive and director compensation. The Consultant annually assesses our compensation program’s potential for risk and its competitiveness relative to our industry and our peers. While the Consultant works and interacts with management to gather information and develop recommendations for the Committee, there is no equivocation in the role of the Consultant as an independent advisor to the Committee. Except for the required and limited coordination with management in connection with the Consultant’s work for the Committee, the Consultant did not provide any services to the Company and was not paid for consulting services to the Company other than for those related to work for the Committee. The Committee annually reviews the independence of the Consultant as part of its standard governance practices. The Consultant is engaged by and reports directly to the Committee for matters of executive and director compensation. Based on the foregoing and, in part, on policies and procedures implemented by the Consultant to ensure objectivity, the Committee believes the consulting advice it receives from the Consultant is objective.

2019 Executive Compensation Review

Our “named executive officers” for 2019 consisted of: Nachum “Homi” Shamir, President and CEO; Harriss T. Currie, Chief Financial Officer, Senior Vice President, Finance and Treasurer; Richard W. Rew II, Senior Vice President, General Counsel and Corporate Secretary; Todd C. Bennett, Senior Vice President, Global Sales and Customer Operations; and Randall J. Myers, Senior Vice President, Global Manufacturing and Quality.

As stated above, our executive compensation program consists of three primary components: base salary, annual cash-based incentives, and long-term equity incentives.

Compensation Mix

The Committee has determined, along with the assistance of the Consultant, that a significant portion of a named executive officer’s total compensation should be at risk and performance-based and delivered primarily through equity-based compensation. The Committee believes that base cash compensation and annual cash incentive plan target opportunities should generally comprise less than 50% of the CEO’s total compensation and less than 70% of the total compensation for other named executive officers.

The Company and Committee believe that a significant portion of an executive’s total cash compensation should be linked to the Company’s operating performance and to the successful completion of select development and/or leadership goals, which contribute to the strategic and growth objectives of the Company. As a result, we believe that approximately 20% of an executive’s total compensation should be allocated to short-term (annual) performance cash bonus opportunities. This reflects our desire to reward and encourage the achievement of key business objectives, such as revenue and operating profit targets and research, development and regulatory approval goals, which should also benefit our stockholders.

The Company and the Committee believe that the grant date fair value of the equity component should generally be 50% to 80% of total compensation for the CEO, and should range generally from 30% to 60% for the other named executive officers. The Committee believes our strong emphasis on various forms of equity, including the use of both restricted stock and stock options at different times, helps to promote retention and appropriately focuses our executives on long-term performance, share ownership and value creation for the stockholders.

As with our use of peer group data, our targeted compensation “mix” thresholds are only intended to be reference points for a total compensation package that is designed to recruit and retain the appropriate executives to drive performance that, in turn, increases stockholder value.

Base Salary

The primary goal for base salary is to be market competitive and to compensate an executive’s short-term contributions, as well as to provide current financial stability to the executive. The initial base compensation for each of our named executive officers was established by the terms of his or her applicable employment agreement negotiated at the time of hire or promotion, generally considering the median and targeting base salaries between the 25th and 75th percentile for our peer group, subject to adjustment based on experience level, geography, hiring conditions at the time of on-boarding, and other relevant considerations. The Committee reviews base salaries annually and considers recent performance, increase or decrease in responsibilities, internal pay equity, market pay practices, impact of base salary on short-term annual incentive opportunities, general affordability based on business results, and the recommendation of the CEO.

The Committee reviews the base salary for our CEO in collaboration with our Executive Committee and the Consultant on an annual basis. In 2018, the Committee increased the CEO’s base salary by 6.6% to $725,000 based on performance and market pay practices. In 2019, the Committee increased the CEO’s base salary by 3.4% to $750,000 based on performance and market pay practices.

Base salaries for the other named executive officers are reviewed annually with the Consultant and the CEO, who then makes recommendations to the Committee. Any changes are discussed and ultimately approved by the Committee. Named executive officers received market and performance based merit increases for 2019 that ranged from a 4.1% to 6.1% increase to the named executive officer’s 2018 base salary.

The 2018 and 2019 base salaries for our named executive officers were as follows:



	2018 Base Salary	2019 Base Salary
Nachum Shamir	$725,000	$750,000
Harriss T. Currie	$421,000	$440,000
Richard W. Rew	$370,000	$385,000
Todd C. Bennett	$340,000	$360,000
Randall Myers	$330,000	$350,000

Annual Cash-Based Incentive Compensation

Consistent with our philosophy of linking compensation with Company performance, we provide our named executive officers a market competitive performance-based annual incentive opportunity. We determine market competitiveness by reviewing the peer group data provided by the Consultant and determine award opportunities based on such data, as well as the performance criteria set for such award opportunities. Performance criteria pursuant to the 2019 annual incentive opportunity were determined based upon the achievement of a specific Company performance objective (“Company Financial Goal”); as well as research and development goals (“R&D Goals”), and departmental, integration and other project goals (“Project Goals”); and some executives had leadership goals (“Leadership Goals”). Our annual incentive program is designed to focus our executives on organizational priorities and performance, including accomplishing financial goals and organizational strategies. While certain goals and objectives can be measured objectively, others, such as Leadership Goals, may involve qualitative, subjective assessment that will ultimately be left to the Committee, based primarily on recommendations of our CEO. Our CEO recommends performance goals to the Committee, which are then reviewed and modified or approved in the Committee’s sole discretion. Pursuant to our incentive plans, these goals may be adjusted during the year for litigation or claim judgments or settlements and certain other extraordinary non-recurring items or changes in business or priorities.

The Committee maintained the target performance bonus opportunities (expressed as a percentage of base salary earned in the applicable calendar year) for 2019 consistent with 2018, excluding the discretionary bonus granted in 2018 for the completion of the acquisition of the flow cytometry business from Millipore Sigma. The Company Financial Goal includes interdependent financial metrics that align operating profit and revenue targets. With respect to the CEO, there continued to be a focus on R&D Goals and Project Goals, which resulted in additional over-achievement opportunity with respect to exceeding such R&D Goals and Project Goals. This was done to help align the Company’s strategic focus on new products to drive future product and revenue growth.

Target incentive amounts, expressed as a percentage of base salary earned in 2019 (as in 2018), were 100% for the CEO, 55% for the Senior Vice President and Chief Financial Officer and 50% for each other named executive officer, as set forth in each such executive’s employment agreement. The Company’s named executive officers would not be eligible for any annual bonus payment, regardless of the independent achievement of the established Company Financial Goal, R&D Goals, Project Goals and Leadership Goals, if the Company’s total consolidated revenue failed to exceed a threshold approved by the Committee of $306.6 million for 2019.

Based on the above, annual bonuses earned and paid for 2019 ranged from 74.0% to 76.5% of target for the named executive officers other than the CEO and 81.5% of target for the CEO. This reflected the partial achievement of the Company Financial Goal, achievement of the Project Goal applicable to each participant, and the performance by each participant of his respective R&D Goals, Project Goals and Leadership Goals that vary by participant.

2019 Annual Incentive Cash Awards for Named Executive Officers Other than the CEO. The Committee approved 2019 performance award opportunities based upon achievement of the Company Financial Goal as well as specific R&D Goals, Project Goals and Leadership Goals. For named executive officers (other than the CEO), the total target awards under the performance-based cash bonus plan were weighted 50% for the achievement of the Company Financial Goal, 20% for the achievement of R&D Goals and Project Goals applicable to each participant, 20-30% for the achievement of R&D Goals and Project Goals that vary by participant and 0-10% for the achievement of Leadership Goals.

The Company Financial Goal was subject to an over/underachievement scale with possible payouts of 0% to 200% of the target bonus based on financial results in relation to the applicable performance targets, with minimum payouts starting at 30% payout of the target value for the Company Financial Goal for minimum threshold performance. Achievement is subject to adjustments and exclusions for items such as acquisitions, integration, litigation, severance costs as determined by the Committee upon the recommendation of the CEO or other factors deemed appropriate by the Committee. In 2019, the Company achieved 83% of the Company Financial Goal by achieving record revenue of $334.64 million and pro forma operating loss of $10.97 million. Pro forma operating loss, which was driven by the integration of the flow cytometry business and the expected loss of revenue from LabCorp, was calculated by adjusting Loss from Operations of $12.08 million by $1.08 million for severance and litigation expenses, which are excludable per the incentive plan. This financial measure differs from the financial measures we prepare in accordance with GAAP and should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

See the matrix below which demonstrates the applicable interdependent performance hurdles and actual achievement of the Company Financial Goal:

R&D Goals, Project Goals and Leadership Goals for the named executive officers (other than the CEO) were not subject to an overachievement scale. One R&D Goal and one Project Goal were the same for each named executive officer. The R&D Goal that was the same for each named executive officer was to (i) submit the VERIGENE® II GI Assay to the FDA on or prior to September 15, 2019, and (ii) submit the VERIGENE® II RP Assay to the FDA on or prior to November 30, 2019. This R&D Goal was eligible for partial achievement of 50% if only one of the submissions was achieved on or prior to the applicable date. This R&D Goal was not accomplished timely in 2019. The Project Goal that was the same for each named executive officer was to complete the integration of the flow cytometry business, specifically including the following sub-goals: (i) move the manufacturing business from Bangalore, India to Austin, Texas and be in production on or prior to June 30, 2019, (ii) move the selected reagent manufacturing from Temecula, California to Austin, Texas and eliminate the need for any production in Temecula, California on or prior to June 30, 2019, (iii) transfer Luminex business processes for operations to the acquired Seattle, Washington location on or prior to September 30, 2019 and (iv) move all of the remaining flow cytometry business employees in Poland, Denmark, France and Italy to Luminex payroll and benefits on or prior to May 1, 2019. This Project Goal was eligible for partial achievement of 50% if two of the sub-goals were completed timely and partial achievement of 75% if three of the sub-goals were completed timely, in each case, only if all of the sub-goals are completed prior to expiration of the applicable transition services agreement with Millipore Sigma. Each of the four sub-goals of this Project Goal was accomplished timely in 2019. The weight of other specific components of the R&D Goals, Project Goals and Leadership Goals varied for each executive taking into account, among other factors, responsibilities, and other strategic initiatives in which an executive may be involved. The Leadership Goal, which is a subjective goal to be evaluated in the discretion of the Committee, with input from the CEO, was weighted at 0% to 10% and was eligible for 0% to 10% achievement. Mr. Currie, Mr. Rew and Mr. Bennett received 35.0% of the 50% eligible and Mr. Myers achieved 32.5% of the 50% eligible with respect to the R&D Goals, Project Goals and Leadership Goals.

Total annual cash performance awards could range from 0% to a maximum of 150% of the target bonus (which equaled 55% for the Chief Financial Officer and 50% of each named executive officer’s earned base salary during 2019 other than the CEO). The 55% and 50% targets were determined both by reference to peer group data and by the applicable employment agreement for each such named executive officer. For 2019, payments pursuant to the annual incentive plan for our named executive officers other than our CEO ranged from 74.0% of target for Mr. Myers to 76.5% of target for Messrs. Currie, Rew and Bennett.

The total 2019 annual cash incentive award achievement for our named executive officers were as follows:



	Position	Target Bonus	Achieved	Cash Payout
Nachum Shamir	President & CEO	100%	81.5%	$606,156
Harriss Currie	SVP Finance, CFO	55%	76.5%	$183,131
Richard Rew	SVP General Counsel & Corporate Secretary	50%	76.5%	$145,828
Todd Bennett	SVP Global Sales & Customer Operations	50%	76.5%	$135,788
Randall Myers	SVP Global Manufacturing Operations & Quality	50%	74.0%	$127,650

2019 Annual Incentive Cash Award for our CEO. The Committee believes that a significant portion of the CEO’s total cash compensation should be linked to the Company’s operating performance and research and development projects that contribute to our strategic growth and profitability objectives. Accordingly, the Committee approved cash-based performance award opportunities for our CEO that were based 50% upon achievement of the Company Financial Goal described above and 50% on R&D Goals and Project Goals. The R&D Goals and Project Goals applicable to our CEO focused on our future development of products and integration of the flow cytometry business. Such R&D Goals and Project Goals were:


I.	Submit the VERIGENE® II GI Assay to the FDA on or prior to September 15, 2019, and submit the VERIGENE® II RP Assay to the FDA on or prior to November 30, 2019.

(i)Eligible for 50% if only one of the above is achieved.

(ii)Eligible for 100% if both of the above are achieved.


(iii)	Eligible for 150% if the base goal above is fully achieved and either (A) the BC, GP and GN Assays are moved by the Company’s product approval board into the development gate on or prior to July 31, 2019, or (B) ARIES® MRSA is FDA cleared on or prior to September 20, 2019.

(iv)Eligible for 200% if the base goal is fully achieved and both (A) and (B) in clause (iii) above are achieved.


II.	Complete the alpha design, inputs and prototypes for VERIGENE® II+. Build & Test Prototype Blades and deploy 10 instruments to the first assay development team on or prior to July 31, 2019.

(i)Eligible for 50% if achieved on or prior to September 30, 2019.

(ii)Eligible for 100% if the base goal above is fully achieved on or prior to July 31, 2019.


(iii)	Eligible for 150% if the base goal above is fully achieved and either (A) the STI Turbo Assay is moved by the Company’s product approval board into the development gate on or prior to November 30, 2019, or (B) the Vaginitis Assay is moved by the Company’s product approval board into the development gate on or prior to December 31, 2019.

(iv)Eligible for 200% if the base goal is fully achieved and both (A) and (B) in (iii) above are achieved.


III.	Move INTELLIFLEX into verification on or prior to September 30, 2019 and move into design outputs review on or prior to December 31, 2019.


(i)	Eligible for 50% if verification testing has started on or prior to September 30, 2019, but design output review is not achieved.

(ii)Eligible for 100% if the base goal above is fully achieved.


(iii)	Eligible for 150% if the base goal above is fully achieved and either (A) at least one instrument is installed at a partner site and under informal evaluation on or prior to September 30, 2019, or (B) research and development and manufacturing reach Production Release ECO on or prior to December 31, 2019.

(iv)Eligible for 200% if the base goal is fully achieved and both (A) and (B) in (iii) above are achieved.

IV.

Complete the integration of the flow cytometry business, specifically including the following sub-goals: (A) move the manufacturing business from Bangalore, India to Austin, Texas and be in production on or prior to June 30, 2019, (B) move the selected reagent manufacturing from Temecula, California to Austin, Texas and eliminate the need for any production in Temecula, California on or prior to June 30, 2019, (C) transfer Luminex business processes for operations to the acquired Seattle, Washington location on or prior to September 30, 2019 and (D) move all of the remaining flow cytometry business employees in Poland, Denmark, France and Italy to Luminex payroll and benefits on or prior to May 1, 2019.

(i)Eligible for 50% if only two of the sub-goals above are achieved.

(ii)Eligible for 100% if the base goal above is fully achieved.


(iii)	Eligible for 150% if the base goal above is fully achieved and at least two of the sub-goals are achieved at least 30 days prior to the due date.


(iv)	Eligible for 200% if the base goal above is fully achieved and all four of the sub-goals are achieved at least 30 days before the due date.

These goals were designed to promote product development necessary to drive the future success of the Company and incentivize the timely integration of the flow cytometry business. The target bonus for our CEO remained at 100% of his 2019 earned base salary. Though the Committee evaluates peer group and other market data when setting our CEO’s target bonus opportunity and while the overall annual cash incentive award target is the market median, the target percentage of our CEO’s annual bonus opportunity is also provided for in his employment agreement.

As with our other named executive officers, the Company Financial Goal for our CEO was subject to an over/underachievement scale with possible payouts of 0% to 200% of the target bonus based on financial results in relation to the applicable performance targets, with minimum payouts starting at 30% of the target value for the Company Financial Goal for minimum threshold performance. The R&D Goals and Project Goals also qualified for an over/underachievement scale based on the specific timelines and number of products developed as described above. The CEO’s maximum bonus potential for 2019 was 200% of his target bonus amount. As discussed above, in 2019, the Company achieved 83% of the Company Financial Goal, which made up 50% of his target bonus. With respect to the R&D Goals and Project Goals, two of the goals were over-achieved, one goal was achieved at 100% and one goal was not achieved. This resulted in a payout of 81.5% of the target bonus for our CEO for 2019, or $606,156.

The achievement of the Company Financial Goal, R&D Goals and Project Goals applicable to our CEO were as follows:



Goal	% Weight	Results	% Achieved
Company Financial Goal	50%	Achieved 83%	41.5%
Submit the VERIGENE® II GI Assay to the FDA on or prior to September 15, 2019, and submit the VERIGENE® II RP Assay to the FDA on or prior to November 30, 2019.	20%	The base goal was not achieved within the required timeline.	0%
Complete the alpha design, inputs and prototypes for VERIGENE® II+. Build & Test Prototype Blades and deploy 10 instruments to the first assay development team on or prior to July 31, 2019.	10%	The base goal was achieved within the required timeline, but overachievement goals were not achieved.	10%
Move INTELLIFLEX into verification on or prior to September 30, 2019 and move into design outputs review on or prior to December 31, 2019.	10%	The base goal was achieved within the required timeline and at least one instrument was installed at a partner site and under informal evaluation on or prior to September 30, 2019.	15%
Complete the integration of the flow cytometry business, specifically including the following sub-goals: (A) move the manufacturing business from Bangalore, India to Austin, Texas and be in production on or prior to June 30, 2019, (B) move the selected reagent manufacturing from Temecula, California to Austin, Texas and eliminate the need for any production in Temecula, California on or prior to June 30, 2019, (C) transfer Luminex business processes for operations to the acquired Seattle, Washington location on or prior to September 30, 2019 and (D) move all of the remaining flow cytometry business employees in Poland, Denmark, France and Italy to Luminex payroll and benefits on or prior to May 1, 2019.	10%	All four sub-goals were achieved within the required timeline and two of the sub-goals were achieved at least 30 days prior to the due date.	15%
	100%	Total Achieved:	81.5%

Long-Term Equity-Based Incentives

To continue to align the long-term interests of the named executive officers with those of the stockholders, in 2019 the Committee determined to grant fifty percent (50%) (sixty percent (60%) for our CEO) of the grant date fair value of the long-term equity incentive opportunities in the form of performance based stock options which vest over four years based on achievement of certain operating profit and revenue targets in 2019 as Performance Options. To help ensure retention of executives, in 2019 the Company granted the remaining fifty percent (50%) (forty percent (40%) for our CEO) grant date fair value of the equity grant by the use of Restricted Stock which vests solely upon the passage of time (25% per year for four years). The Committee believes that the use of performance-based equity for a significant portion of equity compensation opportunities is critical for the continued alignment of the executive’s rewards and creation of value for our stockholders. The Committee determined to increase the percentage allocation for Performance Options for the CEO from 50% to 60% for 2019 to increase his focus on the Company Financial Goal for 2019 and to put more of his equity “at risk.” The ultimate number of Performance Options eligible to vest is determined based on achievement of the Company Financial Goal that is used for the annual cash-based incentive goal described above. Similar to the annual cash-based incentive, if the Company failed to meet the threshold performance for the performance period, no Performance Options would be eligible to vest. Minimum achievement for minimum threshold performance starts at 30% of the target value for the Company Financial Goal. If the Company’s performance exceeds the target performance, the recipient may be eligible to receive additional Performance Options above the target number, subject to a maximum of 200% of the target award. The Performance Options that remain eligible to vest after the determination date vest 25% on each of the first four anniversaries of the grant date. As noted above, in 2019, the Company Financial Goal was achieved at 83% of target, so the number of Performance Options that were eligible to vest were 83% of the number of target Performance Options granted. The Committee determined to utilize restricted stock in 2018 and 2019 in order to encourage retention in a very tight labor market after review of vested and unvested equity holdings of the executive team. The Committee believes this use of equity balances appropriately with competitive base salaries and annual performance-based cash bonus opportunities. The annual goals contemplated by the annual cash-based incentive program and the Performance Options focus management on the shorter term objectives, while the time-vesting component of the Performance Options (which only have value if the Company’s share price increases) and the use of Restricted Stock provide a longer term incentive and alignment with stockholder interest as both the Restricted Stock and Performance Options vest over four years from the initial grant date. The Committee believes the four-year vesting is comparable to the practices of its peer group with respect to equity awards and that such vesting aids in retention of executives.

The Committee makes annual equity awards based on a target dollar amount. While this results in uncertain share usage, it results in a predictable expense for the Company and allows the Committee to tailor the value of the awards more precisely to reflect the Company’s business direction, compensation philosophies, objectives and design. The Committee determines the target dollar amount for stock-based awards to the executive officers on a discretionary basis and takes into account, among other factors, the recommendations of the CEO, and the Consultant, together with our compensation peer data, Company and individual accomplishments, importance of retention, prior equity grants and current equity holdings, burn rates, seniority and internal pay equity considerations.

The actual number of shares of common stock subject to an option granted is determined by dividing the dollar amount allocated to the grant by the Black Scholes value of the shares on the date of grant. The Committee has not applied a discount to the value of these shares to reflect the forfeiture restrictions associated with service-based vesting. The Performance Options are exercisable into shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the Nasdaq on the grant date (March 12, 2019) and expire seven years from the date of grant.

Each of the named executive officers, excluding the CEO, was granted equity awards with target grant date fair market values between $370,000 and $480,000. Mr. Shamir, our President and CEO, was granted an equity award with a target grant date fair market value of $2,000,000.

The target grant date fair market values of the equity grants for our named executive officers in 2018 and 2019 were as follows:



	2018 Target Grant Date Fair Value of Performance Option and Restricted Stock Grants (1)	2019 Target Grant Date Fair Value of Performance Option and Restricted Stock Grants (2)
Nachum Shamir	$2,000,000	$2,000,000
Harriss T. Currie	$465,000	$480,000
Richard W. Rew	$365,000	$370,000
Todd Bennett	$365,000	$400,000
Randall Myers	$365,000	$400,000


(1)	50% of such target grant date fair value was granted in the form of Performance Options with the remaining 50% of such target grant date fair value granted in the form of Restricted Stock.


(2)	Except for Mr. Shamir, 50% of such target grant date fair value was granted in the form of Performance Options and 50% of such target grant date fair value was granted in the form of Restricted Stock. For Mr. Shamir, 60% of such target grant date fair value was granted in the form of Performance Options and 40% of such target grant date fair value was granted in the form of Restricted Stock.

Accordingly, the number of shares subject to Performance Options as determined by Black Scholes calculations (at target, maximum and actual performance) granted to our named executive officers in 2019 were as follows:



	Performance Option Shares (at target performance)	Performance Option Shares (at maximum performance - 200%)	Performance Option Shares Awarded and Eligible to Vest (at actual performance - 83%)
Nachum Shamir	156,048	312,096	129,519
Harriss T. Currie	31,209	62,418	25,903
Richard W. Rew	24,057	48,114	19,967
Todd Bennett	26,008	52,016	21,586
Randall Myers	26,008	52,016	21,586


(1)	Each Performance Option is exercisable into shares of the Company’s common stock with an exercise price of $24.43, the closing price of the Company’s common stock on the Nasdaq on the grant date (March 12, 2019).

Except with respect to new hires or promotions, the Committee generally determines annual executive equity compensation awards each year in the first quarter and no earlier than the meeting in which the Committee approves the prior year’s annual performance bonuses. This allows the Committee to assess the prior year’s total compensation and performance when considering current year grants. In the event of a “new hire,” “promotional” or other ad hoc equity award, that equity award will not be approved except at a meeting of the Committee and it will be effective on the later of (i) the first trading day of the month that immediately follows the month in which the start date, promotion or other event triggering of an ad hoc award occurs or (ii) the first trading day of the month that immediately follows the month in which the Committee approves the award. The per share exercise price of an option award will be based on the closing price of the Company’s common stock on the Nasdaq on the applicable effective date. This policy applies to awards to all eligible employees, not just our executive officers. The Committee may make an exception to the general policies above when it determines an exception is in the best interest of the Company and based on the recommendation of our CEO.

Additional Disclosures

Pay for Performance Alignment. We strive to achieve a mix of compensation that reflects our desire to focus executives on long-term performance and value creation for stockholders while rewarding and encouraging achievement of short-term business objectives and performance, which also benefits our stockholders. To achieve this, a significant portion of the total target compensation for our named executive officers for 2019 was performance-based or at-risk. The Company’s belief in performance-contingent compensation is clearly reflected in the payouts (between 74% and 145%) under the annual performance-based cash awards over the last five years and the utilization of Performance Options as a strong component in our equity program. The Committee and the full Board believe that Performance Options properly align the interests of the stockholders with executive compensation as there is no reward to the executives without an increase in market value of our stock as reflected in per share value.

2019 CEO Pay Ratio. Pursuant to the rules previously adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are including the ratio of the total annual compensation of our CEO as compared to the median of the total taxable compensation of all of our employees. As per the calculation required by Dodd-Frank, we identified the median of the total annual compensation paid to all of our other employees by examining the 2019 total taxable compensation for all individuals, excluding our CEO, as of the last day of our payroll year, December 31, 2019 (whether such employees were employed on a full-time, part-time, seasonal or limited assignment basis). For such employees, we did not make any adjustments, assumptions or estimates with respect to their total taxable compensation and we did not annualize the compensation for any employees who were not employed by Luminex for all of 2019. For such employees (excluding the CEO), we included all taxable compensation, including but not limited to base salary, bonuses, commissions, equity (if taxable) and overtime where applicable. We included all employees located in the United States as well as our international locations for purposes of our calculation. We utilized the same rolling currency conversion method provided in previous expense disclosures in our Annual Report on Form 10-K, that was filed with the SEC on February 27, 2020.

Upon a full review, the pay ratio of the 2019 total compensation of the CEO per the Summary Compensation table to that of the taxable earnings of the median employee is $3,362,135 to $70,787 or 47.50 times greater than the taxable earnings paid to the employee at the median of all employees for 2019. Based on our industry and the wide range of positions, from entry level manufacturing positions to executives, we believe that our pay ratio is appropriate.

The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total taxable compensation allow companies to adopt a variety of methodologies to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

2019 “Say on Pay” Advisory Vote. The Company provided stockholders a “say on pay” advisory vote on its executive compensation at our 2019 Annual Meeting of Stockholders. Stockholders supported the compensation of our named executive officers, with over 97% of the votes cast for approval of the “say on pay” advisory vote. The Committee is very pleased with the confidence provided by the stockholders and believes it reflects in part the changes the Committee made to our executive compensation program and policies over the past few years and in response to feedback received from the Company’s stockholders. The Committee continues to work with the Consultant to ensure the declared stockholder confidence in our pay practices continues in 2020 and beyond. The Committee evaluated the results of the 2019 advisory vote and considered many other factors in evaluating the Company’s executive compensation program as discussed in this Compensation Discussion and Analysis. While all factors bore on the Committee’s decision regarding our named executive officer compensation, in light of the substantial support expressed by our stockholders for our compensation program, the Committee did not make any changes to our executive compensation program and policies as a direct result of the 2019 “say on pay” advisory vote. See “2020 - A Preview” below.

Merit Increases. The CEO’s and Committee’s determination as to merit-based salary increases is based on both the prior year’s performance of the executive and the Company’s performance for the stockholders.

Market Adjustments. With input from the Consultant, the Committee and the CEO review market data annually to determine if any market adjustments should be provided for retention of key executives.

Ongoing succession planning. The Committee, in conjunction with the full Board, engages in in-depth discussions regarding succession planning and talent development of our CEO and other critical executives.

No Excise Tax Gross-Ups for On-going Payments. We have no tax gross-up provisions in any of our employment agreements or incentive plans for on-going payments.

Incentive Programs or Other Long-Term Incentive Plans. We do not have any multi-year cash incentive programs for named executive officers, nor do we have any guaranteed incentive payments or longer term incentive plans.

No Option Repricing. Our equity incentive plan does not permit repricing of stock options or canceling underwater stock options in exchange for cash or another award without the consent of our stockholders.

Double Trigger Change in Control Protection in CEO’s and Other Named Executive Officers’ Employment Agreements. The employment agreements of our CEO and for each of our other named executive officers except for our Senior Vice President and Chief Financial Officer, require the termination of employment by the Company in addition to a change in control of the Company before change in control payments are triggered.

Change of Control and Employment Agreements. We believe that reasonable and appropriate severance and change in control benefits are necessary in order to be competitive in our executive recruiting and retention efforts. We also believe that a change in control arrangement will provide an executive with security that will likely reduce the reluctance of an executive to pursue a change in control transaction that could be in the best interests of our stockholders. Finally, we believe formalized severance and change in control arrangements are common benefits offered by employers competing for similar executive talent. While the Committee reviews this information as part of its annual review of total executive compensation (including contingent compensation), we do not typically consider the value of potential severance and change in control payments when assessing annual compensation as these payouts are contingent and have a primary purpose unrelated to ordinary compensation matters and objectives. The Committee generally assesses these potential payouts in view of their reasonableness and periodically in light of competitive market conditions or in respect of internal equity considerations.

Our employment agreements generally provide for severance payments (including premiums for certain continuing health, retirement and insurance benefits) where the executive is terminated without “cause” (including the Company’s failure to renew the employment agreement) or as a result of incapacity or death, or if the executive resigns for “good reason.” Although the definitions may vary slightly across these agreements, “good reason” generally means certain demotions in responsibilities or title, decreases in compensation, the Company’s continued material breach of the employment agreement and/or employee relocation requirements, while “cause” typically means failure to perform the duties outlined in the executive’s employment agreement, conduct likely to cause injury to the Company, conviction of a felony or a criminal act involving moral turpitude, violation of a Company policy or a breach of the executive’s employment agreement (or, with respect to the Senior Vice President and Chief Financial Officer, a material fraud by him upon the Company or his continued material breach of his employment agreement).

Severance generally consists of an amount equal to the executive’s base salary at the highest rate in effect for the six-month period prior to termination and the prior year’s bonus amount. Mr. Shamir’s employment agreement provides that if he is terminated within six months of the occurrence of a change in control he is entitled to 150% of (i) his base salary at the highest rate in effect for the six month period prior to the change of control and (ii) his prior year’s bonus amount. In addition, health or other employee benefits (other than bonus and incentive compensation benefits) for the executive (and the executive’s family) generally continue for a period of twelve (12) months following an executive’s termination to the extent permitted by the applicable plans and law. In addition, to the extent permitted by applicable law, Mr. Shamir is entitled to a lump sum amount equal to (a) the Company’s annual cost for Mr. Shamir’s disability and life insurance in effect on the date of termination as well as (b) the prior year’s 401(k) plan contributions paid for the benefit of the CEO. If the termination occurs other than for cause or voluntary termination, Mr. Shamir is entitled to additional severance in an amount equal to the prorated portion of the current year bonus to the extent the performance measures are achieved.

Except for the lump sum amount described above for Mr. Shamir, the severance payments are paid in semi-monthly installments for a period of twelve (12) months following the date of termination. In the event that an executive’s employment is terminated (by the Company, with respect to Messrs. Shamir, Rew, Bennett and Myers) within six months of the occurrence of a change in control of the Company, in lieu of the severance compensation described above, Luminex must pay the executive’s prior year’s bonus amount and base salary at the highest rate in effect during the six months immediately prior to the change in control through the date of termination, in lump sum within three business days of the date of termination. Mr. Shamir is also entitled to an amount equal to the prorated portion of his current-year bonus to the extent the associated performance measures are achieved. Additionally, in the event the payment of any severance amounts payable pursuant to the employment agreements within six months of the date of the applicable executive’s termination of employment would cause such executive to incur any additional tax under Section 409A of the Code, then payment of such amounts will be delayed until the date that is six months following such executive’s termination date.

In addition, upon a change in control, all unvested options or other restricted stock will immediately become vested and exercisable, as applicable, pursuant to these agreements and the terms of the applicable equity awards (provided that performance awards shall only vest according to the terms of the applicable award agreement). Upon a termination as a result of death or disability, all unvested restricted stock and options held by the executive will immediately become vested and exercisable, as applicable, pursuant to the terms of the applicable equity awards.

Each named executive officer has agreed to limitations on his or her ability to disclose confidential information relating to us and acknowledges that all discoveries, inventions and other work product relating to his employment belong to us. Also, during the two-year period (one-year period for Messrs. Bennett and Currie) following an executive’s termination of employment, each executive has agreed not to compete, directly or indirectly, with the core business of the Company. Furthermore, during the two-year period (one-year period for Mr. Currie) following termination, each executive has agreed not to solicit our employees or consultants.

The foregoing summaries are qualified in their entirety by reference to the complete texts of the employment agreements, as amended, previously filed by the Company with the SEC.

Historically, while each employment agreement has been the result of an arms-length negotiation, we have tried to utilize a similar form of agreement where possible (apart from minimum salary and cash bonus targets). Accordingly, the employment agreements for Messrs. Currie, Rew, Bennett and Myers generally have a similar form. Mr. Shamir’s agreement varies to some extent from the forms above and again reflects arms-length negotiation following the CEO search. We believe the terms are appropriate in light of Mr. Shamir’s background, skill set, and the competitive nature of the recruitment process.

Clawback Policy. We have “clawback” provisions in certain in our compensation plans whereby the Company can recover incentive compensation paid to an executive pursuant to our executive incentive bonus plan or performance-based equity awards if the payment was based on the achievement of financial results that were subsequently the subject of a restatement (other than as a result of changes to accounting rules and regulations) or financial information or performance metrics subsequently found to be materially inaccurate, in each case regardless of individual fault.

No Significant Perquisites Offered. The Company does not generally provide perquisites that are not, in the Committee’s view, integrally and directly related to the named executive officers’ duties. The only perquisite generally offered to our named executive officers is an annual physical. While we have no formal relocation policy for new hires, we will on occasion agree to reimbursement of certain relocation, temporary housing and related costs as part of a negotiation for an executive based on the particular facts and circumstances of the negotiation. Senior management also participates in our other broad-based benefit programs available to our salaried employees, including health, dental and life insurance programs. Except as otherwise discussed herein, other welfare and employee-benefit programs are generally the same for all eligible Company employees, including our executive officers, with some variation as required by law with respect to our international employees. While the Committee believes the existing benefits to be reasonable, the Committee periodically reassesses our perquisite and benefits programs to help ensure that these programs are appropriately competitive with market medians.

No Supplemental Executive Retirement Programs (“SERPs”) Offered. We do not currently offer SERPs to our executives.

Anti-Hedging/Anti-Pledging. We have an anti-hedging policy that prohibits our directors and officers from engaging in any hedging transaction that reduces or limits such director’s or officer’s economic risk with respect to the director’s or officer’s holdings, ownership or interest in the Company’s securities. We also have an anti-pledging policy that prohibits our directors and officers from pledging the Company’s common stock as collateral for margin or other loans without the prior approval of the Company’s Board, except for (i) pledges of the Company’s common stock that were outstanding prior to March 6, 2013 and (ii) pledges of less than 15% (in the aggregate) of director’s or officer’s shares of Company common stock by directors or officers who, excluding the number of shares pledged, otherwise meet or exceed the Company’s stock ownership guidelines applicable to them.

Accounting and Tax Matters. We do not presently consider tax or accounting consequences to be a material factor in the design of our executive compensation packages, except historically as to the applicability of Section 162(m) of the Code. However, the exception allowing the full deductibility of “qualified performance-based compensation” no longer applies to compensation paid after January 1, 2018 unless paid pursuant to a written binding contract that was in effect on November 2, 2017. Although it will consider the tax implications of its compensation decisions, the Committee believes its primary focus should be to attract, retain, and motivate executives and to align the executives’ interests with those of the Company’s stockholders.

Stock Ownership Guidelines. The Board expects each executive officer and non-employee director to demonstrate a long-term commitment to the Company and to the Company’s stockholders by acquiring and holding a meaningful investment in the Company’s common stock. We believe requiring directors and executive officers to hold a significant long-term stake in our equity accomplishes the following principal goals: (i) further aligning long-term economic interests of our executives and our stockholders by encouraging our directors and executive officers to think and act like long-term investors; and (ii) helping to reduce excessive or inappropriate risk-taking motivated principally by short-term share price appreciation. Over time each executive officer and non-employee director is expected to build his or her ownership of the Company’s common stock. The targeted ownership levels are expected to be achieved over five years from the time each such person was named an executive officer or a non-employee director, as applicable, and maintained thereafter. The targeted ownership levels are as follows: CEO: six (6) times annual salary; executive officers: two and one half (2.5) times annual salary; non-employee directors: five (5) times the annual cash retainer, exclusive of meeting, chairperson and committee fees. Each director and officer who has not achieved the targeted ownership levels is expected to retain shares of common stock acquired upon exercise of stock options or from restricted share grants pursuant to the Company’s equity plans.

Risk Considerations Related to Executive Compensation

The Committee, with the participation of management and its Consultant, conducted a risk assessment of the Company’s compensation programs. As part of this assessment, the Committee reviewed our compensation programs for certain design features identified by the Committee’s advisors as having the potential to encourage excessive risk-taking, and considered our compensation programs in light of our key enterprise and business strategy risks. The Committee noted that our programs are designed so that they do not include compensation mix overly weighted toward annual incentives, highly leveraged short-term incentives, uncapped or “all or nothing” bonus payouts (except with respect to certain binary components of the overall cash bonus target) or unreasonable performance goals. The Committee also noted several design features of our cash and equity incentive programs that reduce the likelihood of excessive risk-taking, including the use of reasonably obtainable and balanced performance metrics, maximum payouts at levels deemed appropriate, Committee oversight and direction over executive compensation programs, the presence of severance plans for executives through employment agreements, and balance between compensation elements that focus on short-term financial and operating performance and those that reward for longer-term Company performance and stock appreciation, especially when combined with our executive stock ownership guidelines. Additionally, our executive compensation “clawback” provisions allow the Company to recover bonus payments and certain equity awards under certain circumstances, and compliance and ethical behaviors are factors considered in performance and bonus assessments. Based on its assessment, the Committee believes that our compensation programs align executive behavior with stockholder interests and do not motivate or promote risk taking that could reasonably be expected to have a material adverse effect on the Company.

2020 - A Preview

In 2020, we intend to continue to focus on building sustainable stockholder value by (i) continuing to develop new molecular diagnostic assays utilizing our proprietary MultiCode^®, xMAP^® and VERIGENE^® technologies for use on our installed base of automated and non-automated systems and to further grow sales of such assays; (ii) expanding our partnership revenues in a sustainable manner through the introduction of an innovative new xMAP^® INTELLIFLEX system and continued fulfillment of our partners needs in their respective fields of use; and (iii) continuing innovation of our proprietary image based flow cytometry technology. We are focused on the growth of our molecular sample-to-answer business through on-time delivery of our development and launch milestones and further expansion of our customer base and completing the development of the INTELLIFLEX system to provide additional capabilities to our partners’ customers while offering an opportunity to stimulate an upgrade cycle.

The primary objective of our executive compensation program is to retain talent and align executive and stockholder interests by remunerating executives for increasing stockholder value. As it does every year, the Committee reviews Company and management team performance by virtue of competitive market practices as well as overall executive equity ownership to derive an appropriate level of compensation and appropriate types and mixes of equity incentives to achieve the objectives of our compensation strategy and philosophy. Thus, the Committee has reviewed the Company’s historical compensation practices, the compensation program in place for 2019, the 2019 “say on pay” advisory vote, the business objectives for 2020, consultations with its Consultant and the observations of the non-employee members of the Board. In light of this review, the Committee has determined to continue the pay-for-performance practice for the CEO and the other named executive officers and continue the appropriate use of Restricted Stock and Performance Options by approving the following key matters with respect to our executive compensation programs for fiscal 2020:


•	Base salaries for the named executive officers will remain competitive when compared to the Company’s peer group and merit increases in 2020 ranged from 3.4% to 4%.


•	Annual cash-based incentive opportunities awarded under a management incentive plan will continue to be based on achievement of (i) revenue and operating profit performance goals, (ii) objective research and development and strategic project goals selected to focus our executives on performance and (iii) for select named executives, leadership goals.


•	Restricted Stock and Performance Shares awarded in 2020 vest at 25% a year over a four-year period.

•

The Committee evaluated the mix of 2020 total target compensation of our CEO and believes that allocating the equity component of his compensation solely in the form of Performance Options in 2020 with the performance factor being based on the Company financial objectives is the best way to provide the appropriate incentives to the CEO to focus the Company’s efforts on returning to profitability. The Performance Options require achievement of short-term financial objectives as well as an increase in per share market value from the grant date to generate value for the CEO. The performance objectives of our annual cash-based incentive plan will continue to be based 50% on achievement of Company-wide financial goals with the remaining 50% based on achievement of specific measurable organizational and individual goals. The annual cash-based incentive plan will also require achievement of short-term to medium-term objectives to drive the Company’s profitability and development of future products in 2020. The annual cash-based incentive opportunity and Performance Options at target constitute more than 50% of our CEO’s 2020 total target compensation. Our other named executive officers’ annual cash-based incentive opportunity and the Performance Options at target constitutes approximately 40% of each other named executive officer’s total compensation. The Committee believes the mix of compensation for our executive team and the use of Performance Options will continue our focus on revenue and return to profitability, while the annual bonus drives both the future development of products and achievement of the Company’s financial objectives. While the Committee feels that the compensation program implemented for 2020 enhances the pay-for-performance practice, the Committee determined to continue the use of Restricted Stock in the compensation mix in 2020 (at approximately 50% of the expected equity grants) for the rest of our executive team in order to encourage retention in a tight labor market.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with management and, based on such review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K.

Submitted by the Compensation Committee of the Board,

Jim D. Kever (Chairman)

Stephen L. Eck, M.D., Ph.D.

Dijuana K. Lewis

Summary Compensation Table

The following table sets forth certain summary information for the years ending December 31, 2019, 2018 and 2017, with respect to the compensation awarded to, earned by, or paid to our named executive officers.



Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)	Option Awards ($) (3)	Non-Equity Incentive Plan Compensation ($) (4)	All Other Compensation ($) (5)	Total ($)
Nachum Shamir	2019	743,750	—	799,985	1,199,994	606,156	12,250	3,362,135
President and	2018	713,751	142,750	999,980	999,997	820,813	12,250	3,689,541
Chief Executive Officer	2017	672,000	—	499,997	1,499,994	833,280	12,000	3,517,271

Harriss T. Currie	2019	435,250	—	239,976	239,934	183,131	12,250	1,110,541
Senior Vice President,	2018	416,500	45,815	232,482	232,498	240,529	12,250	1,180,074
Finance, Chief Financial	2017	398,250	—	112,497	337,497	236,959	12,000	1,097,203
Officer and Treasurer

Richard W. Rew	2019	381,250	—	184,984	184,996	145,828	12,250	909,308
Senior Vice President,	2018	365,750	36,575	182,500	182,493	196,591	12,250	976,159
General Counsel and	2017	347,250	—	87,494	262,498	206,614	9,000	912,856
Corporate Secretary

Todd C. Bennett	2019	355,000	—	199,984	199,999	135,788	9,250	900,021
Senior Vice President,	2018	336,250	33,625	182,500	182,493	180,734	9,250	924,852
Global Sales and Customer	2017	321,250	—	87,494	262,498	191,144	9,000	871,386
Operations

Randall J. Myers	2019	345,000	—	199,984	199,999	127,650	12,250	884,883
Senior Vice President,	2018	326,250	32,625	182,500	182,493	175,359	12,250	911,477
Global Manufacturing and	2017	311,250	—	87,494	262,498	181,303	12,000	854,545
Quality

________________________________


(1)	The amounts should in this column for 2018 represent the discretionary one-time bonuses to each of the named executive officers in 2018 in connection with our acquisition of EMD Millipore Corporation’s flow-cytometry portfolio in December 2018.

(2)

The amounts shown in this column represent the aggregate grant date fair value of awards calculated in accordance with FASB ASC Topic 718 (“ASC 718”). ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments. Pursuant to ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Assumptions used in the calculation of these amounts are described in Note 13 - Stockholder’s Equity, Employee Benefit Plans and Stock-Based Compensation to the Company’s audited financial statements for the fiscal year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 27, 2020.

(3)

The amounts shown in this column represent the aggregate grant date fair value of awards calculated in accordance with ASC 718 (calculated, per the SEC rules, without consideration of the impact of estimated forfeitures related to service-based vesting conditions). Assumptions used in the calculation of these amounts are described in Note 13 - Stockholder’s Equity, Employee Benefit Plans and Stock-Based Compensation to the Company’s audited financial statements for the fiscal year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on February 27, 2020. As discussed in further detail under “Compensation Discussion and Analysis - Long-Term Equity-Based Incentives,” except for our CEO, 50% of the grant date fair value of the long-term equity incentive opportunities were in the form of performance-based stock options in 2019 and 50% were in the form of restricted stock. For our CEO, 60% of such target draft date fair value was granted in the form of Performance Options and 40% of such target grant date fair value was granted in Restricted Shares. The amounts shown in this column include the target amount of Performance Options that would remain eligible to vest upon achievement of certain operating profit and revenue targets in 2019 assuming target performance is achieved. Since target performance was estimated to be the probable outcome of the performance conditions for the Performance Options on the date of grant, target values have been presented for the Performance Options. The grant date fair value of Performance Options representing the performance level at the maximum amount permitted under the Performance Options is $2,400,000 for Mr. Shamir, $480,000 for Mr. Currie, $370,000 for Mr. Rew, $400,000 for Mr. Bennett and $400,000 for Mr. Myers. As discussed above under “Compensation Discussion and Analysis - Long-Term Equity-Based Incentives,” the applicable performance objectives were achieved at 83% of target, so the Performance Options were delivered at 83% of the number of target Performance Options granted.


(4)	The amounts shown in this column reflect 2019 annual cash-based incentive bonuses earned by each of the named executive officers pursuant to the Company’s 2019, 2018 and 2017 management incentive plans, respectively.


(5)	This column includes matching payments under our 401(k) Plan.

Grants Of Plan-Based Awards in 2019

The following table summarizes grants of plan-based awards made to our named executive officers in 2019.



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards
Name	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	(#)	(#)	($/Sh)	($)(3)
Nachum Shamir	03/12/2019	03/12/2019	—	—	—	46,814	156,048	312,096	—	—	24.43	1,199,994
	03/12/2019	03/12/2019	—	—	—	—	—	—	32,746	—	—	799,985
	N/A		111,563	743,750	1,487,500	—	—	—	—	—	—	—
Harriss T. Currie	03/12/2019	03/12/2019	—	—	—	9,363	31,209	62,418	—	—	24.43	239,934
	03/12/2019	03/12/2019	—	—	—	—	—	—	9,823	—	—	239,976
	N/A		35,908	239,388	359,082	—	—	—	—	—	—	—
Richard W. Rew	03/12/2019	03/12/2019	—	—	—	7,217	24,057	48,114	—	—	24.43	184,996
	03/12/2019	03/12/2019	—	—	—	—	—	—	7,572	—	—	184,984
	N/A		28,594	190,625	285,938	—	—	—	—	—	—	—
Todd C. Bennett	03/12/2019	03/12/2019	—	—	—	7,802	26,008	52,016	—	—	24.43	199,999
	03/12/2019	03/12/2019	—	—	—	—	—	—	8,186	—	—	199,984
	N/A		26,625	177,500	266,250	—	—	—	—	—	—	—
Randall J. Myers	03/12/2019	03/12/2019	—	—	—	7,802	26,008	52,016	—	—	24.43	199,999
	03/12/2019	03/12/2019	—	—	—	—	—	—	8,186	—	—	199,984
	N/A		25,875	172,500	258,750	—	—	—	—	—	—	—

^{_____________________________________________}

(1)

The amounts shown in these columns reflect the threshold, target and maximum amounts (assuming threshold, target and maximum performance across all performance objectives were achieved) that each of the named executive officers could have earned for the fiscal year ended December 31, 2019 pursuant to the Company’s 2019 management incentive plans. The terms of our named executive officer bonus plans are discussed in further detail in “Compensation Discussion and Analysis—2019 Executive Compensation Review.” The amounts actually awarded to each of the named executive officers are reflected in the “Summary Compensation Table” above.

(2)

Represents Performance Options that vest upon achievement of certain operating profit and revenue targets in 2019. The amount is subject to an over/underachievement scale with possible payouts of 0% to 200% of the target amount based on financial results between specified minimum and maximum performance levels of the performance targets. The target amount represents the level where the performance equals the targeted award and the maximum amount represents the performance level at the maximum amount permitted under the Performance Options. Minimum payouts for minimum threshold performance start at 30% of the target value for the Performance Options. As discussed above under “Compensation Discussion and Analysis - Long-Term Equity-Based Incentives,” the applicable performance objectives were achieved at 83% of target, so the number of Performance Options that remain eligible to vest are 83% of the number of target Performance Options granted.


(3)	The amounts shown in this column reflect the grant date fair value of the respective restricted stock and option awards calculated in accordance with ASC 718.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2019 Table

The following discussion is intended to be read as a supplement to the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2019” table (including the notes to such tables), and to the disclosure under “Compensation Discussion and Analysis,” and the following discussion should be read in conjunction with such other disclosures.

Compensation Mix

As reflected in the “Summary Compensation Table” and “Grants of Plan-Based Awards in 2019” table, the primary components of the Company’s 2019 compensation program for our named executive officers were cash compensation, consisting of a mix of base salary and cash incentive plan compensation, and equity incentive compensation, consisting of Performance Options and Restricted Stock. Cash incentive plan target compensation for our named executive officers in 2019 was 18% to 22% of the total of these elements at target, while the value of equity awards, valued at fair market value on the date of grant at target, for 2019 represented 39% to 58% of the total compensation opportunities for 2019 at target. Cash incentive plan actual compensation based upon actual achievement for our named executive officers in 2019 was 15% to 20% of the total of these achieved elements, while the value of equity awards, valued at fair market value on the date of grant based upon achievement, for 2019 represented 39% to 58% of the total compensation achieved for 2019.

Employment Agreements

We have entered into employment agreements with each of our named executive officers, each previously filed with the SEC. The employment agreements provide for certain salary, annual bonus opportunities and other benefits, including potential severance entitlements. The employment agreements with Messrs. Shamir, Currie, Rew, Bennett and Myers are generally automatically renewable on an annual basis unless either party provides the other written notice of its intent not to renew the agreement at least 60 (in the case of Messrs. Currie, Rew, Bennett and Myers), or 90 (in the case of Mr. Shamir), days prior to the end of the then-current term of their agreements. These agreements are described in more detail under “Compensation Discussion and Analysis - Additional Disclosures - Change of Control and Employment Agreements.” The potential payouts under these agreements in connection with the termination of these executives are provided under “Potential Payments Upon Termination or Change in Control”.

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table summarizes the number of outstanding equity awards held by each of our named executive officers as of December 31, 2019. The market value of shares was calculated using the year-end closing price of $23.16 as reported on the Nasdaq.



	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Grant Date	Option Expiration Date	Award Grant Date	Number of Shares or Units That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested ($)
Nachum Shamir	250,000	—		—		21.10	10/14/2014	10/14/2021	—	—			—
	250,000	—		—		15.93	03/11/2015	03/11/2022	—	—			—
	133,410	44,470	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	80,046	26,682	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	167,448	167,448	(1)	—		18.04	03/10/2017	03/10/2024	—	—			—
	35,203	105,612	(1)	—		21.98	03/12/2018	03/12/2025	—	—			—
	—	—		156,048	(1)(3)	24.43	03/12/2019	03/12/2026	—	—			—
	—	—		—		—	—	—	03/10/2017	13,858	(2	)	320,951
	—	—		—		—	—	—	03/12/2018	34,122	(2	)	790,266
	—	—		—		—	—	—	03/12/2019	32,746	(2	)	758,397

Harriss T. Currie	11,217	—		—		16.55	03/11/2010	03/11/2020	—	—			—
	5,325	—		—		18.26	03/11/2011	03/11/2021	—	—			—
	10,310	—		—		22.71	03/13/2012	03/13/2022	—	—			—
	10,452	—		—		17.24	03/08/2013	03/08/2023	—	—			—
	67,054	—		—		15.93	03/11/2015	03/11/2022	—	—			—
	30,168	10,056	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	18,099	6,034	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	37,675	37,676	(1)	—		18.04	03/10/2017	03/10/2024	—	—			—
	8,184	24,555	(1)	—		21.98	03/12/2018	03/12/2025	—	—			—
	—	—		31,209	(1)(3)	24.43	03/12/2019	03/12/2026
	—	—		—		—	—	—	03/10/2017	3,118	(2	)	72,213
	—	—		—		—	—	—	03/12/2018	7,933	(2	)	183,728
									03/12/2019	9,823	(2	)	227,501

Richard W. Rew	44,702	—		—		15.93	03/11/2015	03/11/2022	—	—			—
	21,787	7,263	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	13,072	4,358	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	29,303	29,304	(1)	—		18.04	03/10/2017	03/10/2024	—	—			—
	6,424	19,273	(1)	—		21.98	03/12/2018	03/12/2025	—	—			—
	—	—		24,057	(1)(3)	24.43	03/12/2019	03/12/2026	—	—			—
	—	—		—		—	—	—	03/10/2017	2,426	(2	)	56,186
	—	—		—		—	—	—	03/12/2018	6,228	(2	)	144,240
	—	—		—		—	—	—	03/12/2019	7,572	(2	)	175,368



	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Grant Date	Option Expiration Date	Award Grant Date	Number of Shares or Units That Have Not Vested (#)			Market Value of Shares or Units That Have Not Vested ($)
Todd C. Bennett	745	—		—		15.93	03/11/2015	03/11/2022	—	—			—
	8,507	—		—		16.74	10/01/2015	10/01/2022	—	—			—
	23,463	7,822	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	14,078	4,693	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	29,303	29,304	(1)	—		18.04	03/10/2017	03/10/2024	—	—			—
	6,424	19,273	(1)	—		21.98	03/12/2018	03/12/2025	—	—			—
	—	—		26,008	(1)(3)	24.43	03/12/2019	03/12/2026	—	—			—
	—	—		—		—	—	—	03/10/2017	2,426	(2	)	56,186
	—	—		—		—	—	—	03/12/2018	6,228	(2	)	144,240
	—	—		—		—	—	—	03/12/2019	8,186	(2	)	189,588

Randall J. Myers	44,341	—		—		16.06	04/01/2015	04/01/2022	—	—			—
	23,463	7,822	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	14,078	4,693	(1)	—		19.13	03/22/2016	03/22/2023	—	—			—
	29,303	29,304	(1)	—		18.04	03/10/2017	03/10/2024	—	—			—
	6,424	19,273	(1)	—		21.98	03/12/2018	03/12/2025	—	—			—
	—	—		26,008	(1)(3)	24.43	03/12/2019	03/12/2026	—	—			—
	—	—		—		—	—	—	03/10/2017	2,426	(2	)	56,186
	—	—		—		—	—	—	03/12/2018	6,228	(2	)	144,240
	—	—		—		—	—	—	03/12/2019	8,186	(2	)	189,588

^{_____________________________________________}


(1)	These unvested options vest in equal 1/4^th increments on each anniversary of the grant date over the first four years of the option term.


(2)	The restrictions applicable to these awards lapse with respect to 1/4^thof the total shares subject to the grant each year on each anniversary of the grant date, beginning on the first anniversary of the grant date.

(3)

Represents Performance Options that vest upon achievement of certain operating profit and revenue targets in 2019 assuming target performance is achieved. The Performance Options are subject to an over/underachievement scale with possible payouts of 0% to 200% of the target amount based on financial results between specified minimum and maximum performance levels of the performance targets. The target amount represents the level where the performance equals the targeted award amount. As discussed above under “Compensation Discussion and Analysis - Long-Term Equity-Based Incentives,” the applicable performance objectives were achieved at 83% of target, so the number of Performance Options that remain eligible to vest (subject to continued time-based vesting) are 83% of the number of target Performance Options granted (129,519, 25,903, 19,967, 21,586 and 21,586 for Messrs. Shamir, Currie, Rew, Bennett and Myers, respectively).

Option Exercises And Stock Vested in 2019

The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock awards during the fiscal year ended December 31, 2019 for each of the named executive officers.



	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Nachum Shamir	—	—	18,302	445,108
Harriss T. Currie	—	—	4,203	102,227
Richard W. Rew	—	—	3,287	79,950
Todd C. Bennett	—	—	4,596	111,549
Randall J. Myers	—	—	3,287	79,950

^{________________________________________}


(1)	The value realized upon the vesting of restricted stock shown in the table is calculated based upon the closing price of our common stock on the Nasdaq on the applicable vesting date.

Potential Payments Upon Termination or Change in Control

The following tables show for each of our named executive officers the estimated amount of potential payments, as well as the estimated value of continuing benefits, assuming the executive’s employment terminated or a change in control occurred, in either case effective December 31, 2019 and based on compensation and benefit levels in effect on December 31, 2019. Due to the numerous factors involved in estimating these amounts, the actual benefits and amounts payable can only be determined at the time of an executive’s termination from the Company.



Nachum “Homi” Shamir
Executive Benefits and Payments Upon Separation	Voluntary Termination($)	Retirement ($)	Involuntary Termination Without Cause or Termination for Good Reason ($)	For Cause Termination ($)	Termination in Connection with a Change in Control ($)	Change in Control ($)	Disability ($)	Death ($)
Cash Severance (1)	—	—	750,000	—	1,125,000	—	750,000	750,000
Non-equity Incentive Compensation (Bonus) (1)	—	—	1,569,719	—	2,051,501	—	1,569,719	1,569,719
Accelerated Vesting of Options (2)	—	—	—	—	1,268,698	1,268,698	1,268,698	1,268,698
Accelerated Vesting of Restricted Stock (2)	—	—	—	—	1,869,614	1,869,614	1,869,614	1,869,614
Continuation of Insurance Benefits (3)	—	—	46,634	—	46,634	—	46,634	46,634
Total	—	—	2,366,353	—	6,361,447	3,138,312	5,504,665	5,504,665

^{________________________________________}


(1)	The cash severance entitlement is described under “Compensation Discussion and Analysis - Additional Disclosures - Change of Control and Employment Agreements.”

(2)

Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2019 ($23.16 per share as reported on the Nasdaq) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2019 is also used to calculate accelerated vesting of restricted stock amounts. In the event of a change of control of the Company before the end of the performance period, the Performance Options will automatically vest based on the greater of the projected achievement of the Company Financial Goal as of the date of the change of control or 100% of target performance, as determined by the Committee in its sole discretion. Such Performance Options for 2019 are included in this table at actual achievement of 83% to the extent that they are in-the-money.

(3)

Reflects the present value of the long-term disability, short-term disability and medical premiums the executive would be entitled to for a period of 18 months following the termination date together with the amount of the contribution for the executive under Luminex’s 401(k) Retirement Plan for the prior plan year. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2019, the premiums in effect on such date and the contributions made to Luminex’s 401(k) Retirement Plan for the prior plan year.



Harriss T. Currie
Executive Benefits and Payments Upon Separation	Voluntary Termination($)	Retirement ($)	Involuntary Termination Without Cause or Termination for Good Reason ($)	For Cause Termination ($)	Termination in Connection with a Change in Control ($)	Change in Control ($)	Disability ($)	Death ($)
Cash Severance (1)	—	—	440,000	—	440,000	—	440,000	440,000
Non-equity Incentive Compensation (Bonus) (1)	—	—	286,344	—	286,344	—	286,344	286,344
Accelerated Vesting of Options (2)	—	—	—	—	286,719	286,719	286,719	286,719
Accelerated Vesting of Restricted Stock (2)	—	—	—	—	483,442	483,442	483,442	483,442
Continuation of Insurance Benefits (3)	—	—	26,360	—	26,360	—	26,360	26,360
Total	—	—	752,704	—	1,522,865	770,161	1,522,865	1,522,865

^{________________________________________}


(1)	The cash severance entitlement is described under “Compensation Discussion and Analysis - Additional Disclosures - Change of Control and Employment Agreements.”

(2)

Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2019 ($23.16 per share as reported on the Nasdaq) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2019 is also used to calculate accelerated vesting of restricted stock amounts. In the event of a change of control of the Company before the end of the performance period, the Performance Options will automatically vest based on the greater of actual achievement of the pro-rated Company Financial Goal as of the date of the change of control or 100% of target performance, as determined by the Committee in its sole discretion. Such Performance Options for 2019 are included in this table at actual achievement of 83% to the extent that they are in-the-money.


(3)	Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2019 and the premiums in effect on such date.



Richard W. Rew
Executive Benefits and Payments Upon Separation	Voluntary Termination ($)	Retirement ($)	Involuntary Termination Without Cause or Termination for Good Reason ($)	For Cause Termination ($)	Termination in Connection with a Change in Control ($)	Change in Control ($)	Disability ($)	Death ($)
Cash Severance (1)	—	—	385,000	—	385,000	—	385,000	385,000
Non-equity Incentive Compensation (Bonus) (1)	—	—	233,166	—	233,166	—	233,166	233,166
Accelerated Vesting of Options (2)	—	—	—	—	219,611	219,611	219,611	219,611
Accelerated Vesting of Restricted Stock (2)	—	—	—	—	375,794	375,794	375,794	375,794
Continuation of Insurance Benefits (3)	—	—	14,749	—	14,749	—	14,749	14,749
Total	—	—	632,915	—	1,228,320	595,405	1,228,320	1,228,320

^{________________________________________}


(1)	The cash severance entitlement is described under “Compensation Discussion and Analysis - Additional Disclosures - Change of Control and Employment Agreements.”

(2)

Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2019 ($23.16 per share as reported on the Nasdaq) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2019 is also used to calculate accelerated vesting of restricted stock amounts. In the event of a change of control of the Company before the end of the performance period, the Performance Options will automatically vest based on the greater of actual achievement of the pro-rated Company Financial Goal as of the date of the change of control or 100% of target performance, as determined by the Committee in its sole discretion. Such Performance Options for 2019 are included in this table at actual achievement of 83% to the extent that they are in-the-money.


(3)	Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2019 and the premiums in effect on such date.



Todd C. Bennett
Executive Benefits and Payments Upon Separation	Voluntary Termination($)	Retirement ($)	Involuntary Termination Without Cause or Termination for Good Reason ($)	For Cause Termination ($)	Termination in Connection with a Change in Control ($)	Change in Control ($)	Disability ($)	Death ($)
Cash Severance (1)	—	—	360,000	—	360,000	—	360,000	360,000
Non-equity Incentive Compensation (Bonus) (1)	—	—	214,359	—	214,359	—	214,359	214,359
Accelerated Vesting of Options (2)	—	—	—	—	223,214	223,214	223,214	223,214
Accelerated Vesting of Restricted Stock (2)	—	—	—	—	390,014	390,014	390,014	390,014
Continuation of Insurance Benefits (3)	—	—	26,360	—	26,360	—	26,360	26,360
Total	—	—	600,719	—	1,213,947	613,228	1,213,947	1,213,947

^{________________________________________}


(1)	The cash severance entitlement is described under “Compensation Discussion and Analysis - Additional Disclosures - Change of Control and Employment Agreements.”

(2)

Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2019 ($23.16 per share as reported on the Nasdaq) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2019 is also used to calculate accelerated vesting of restricted stock amounts. In the event of a change of control of the Company before the end of the performance period, the Performance Options will automatically vest based on the greater of actual achievement of the pro-rated Company Financial Goal as of the date of the change of control or 100% of target performance, as determined by the Committee in its sole discretion. Such Performance Options for 2019 are included in this table at actual achievement of 83% to the extent that they are in-the-money.


(3)	Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2019 and the premiums in effect on such date.



Randall J. Myers
Executive Benefits and Payments Upon Separation	Voluntary Termination($)	Retirement ($)	Involuntary Termination Without Cause or Termination for Good Reason ($)	For Cause Termination ($)	Termination in Connection with a Change in Control ($)	Change in Control ($)	Disability ($)	Death ($)
Cash Severance (1)	—	—	350,000	—	350,000	—	350,000	350,000
Non-equity Incentive Compensation (Bonus) (1)	—	—	207,984	—	207,984	—	207,984	207,984
Accelerated Vesting of Options (2)	—	—	—	—	223,214	223,214	223,214	223,214
Accelerated Vesting of Restricted Stock (2)	—	—	—	—	390,014	390,014	390,014	390,014
Continuation of Insurance Benefits (3)	—	—	7,495	—	7,495	—	7,495	7,495
Total	—	—	565,479	—	1,178,707	613,228	1,178,707	1,178,707

^{________________________________________}


(1)	The cash severance entitlement is described under “Compensation Discussion and Analysis - Additional Disclosures - Change of Control and Employment Agreements.”

(2)

Accelerated vesting of stock options and restricted stock is triggered upon a change of control (whether or not the executive’s employment is terminated) or the death or disability of the executive. Accelerated vesting of stock option amounts are calculated as the difference between the closing market price of our common stock on December 31, 2019 ($23.16 per share as reported on the Nasdaq) and the respective exercise prices of in-the-money unvested stock options. The closing market price on December 31, 2019 is also used to calculate accelerated vesting of restricted stock amounts. In the event of a change of control of the Company before the end of the performance period, the Performance Options will automatically vest based on the greater of actual achievement of the pro-rated Company Financial Goal as of the date of the change of control or 100% of target performance, as determined by the Committee in its sole discretion. Such Performance Options for 2019 are included in this table at actual achievement of 83% to the extent that they are in-the-money.


(3)	Reflects the present value of the medical premiums the executive would be entitled to for a period of 12 months following the termination date. Amounts are based upon the types of insurance coverage the Company carried for such executive as of December 31, 2019 and the premiums in effect on such date.

Director Compensation for 2019

The following table summarizes the compensation paid with respect to the fiscal year ended December 31, 2019 to each of the Company’s non-employee directors:



Name	Fees Earned or Paid in Cash ($) (3)	Stock Awards ($) (1) (3)	Option Awards ($) (2)	All Other Compensation ($)	Total ($)
G. Walter Loewenbaum II	—	334,904	—	—	334,904
Stephen L. Eck, M.D., Ph.D.	—	148,971	—	—	148,971
Thomas W. Erickson	—	178,933	—	—	178,933
Jim D. Kever	62,000	116,984	—	—	178,984
Dijuana K. Lewis	13,750	76,713	—	—	90,463
Kevin M. McNamara	—	198,943	—	—	198,943
Edward A. Ogunro, M.D.	62,000	116,984	—	—	178,984
Kenneth Samet	—	238,426	—	—	238,426
Robert J. Cresci	31,000	—	—	—	31,000

^{____________________________________}

(1)

The amounts shown in this column represent aggregate grant date fair value of awards calculated in accordance with ASC 718. All grants of restricted stock were made under the Luminex Corporation 2018 Equity Incentive Plan and are subject to individual award agreements, the forms of which were previously filed with the SEC. As of December 31, 2019, the aggregate number of unvested restricted stock outstanding for each of the Company’s non-employee directors was as follows: Loewenbaum - 11,303 shares, Eck - 5,176 shares, Erickson - 6,150 shares, Kever - 5,431 shares, Lewis - 3,828 shares, McNamara - 6,800 shares, Ogunro - 5,431 shares and Samet - 6,150 shares.


(2)	All prior option awards vested before 2019. As of December 31, 2019, there were no shares subject to option awards outstanding for any of the Company’s non-employee directors.

(3)

As noted below in the Narrative to Director Compensation Table, non-employee directors may elect to defer receipt of the annual cash payments and the annual stock retainer by electing to receive restricted stock units settled at a future date. The grant date fair values of the deferred restricted stock units elected to be received in 2019 in lieu of the annual cash payments and the annual stock retainer are as follows: Loewenbaum - $334,904, Eck - $148,971, Erickson - $178,933, Kever - $0, Lewis - $0, McNamara - $198,943, Ogunro - $116,984 and Samet - $238,426.

Narrative to Director Compensation Table

Following the completion of its review of the appropriateness of our non-employee director compensation policy in light of our objectives described below, the compensation policy for our non-employee directors for 2019 was reviewed by the Compensation Committee’s independent compensation advisor, the Hay Group, a Korn Ferry Company, recommended by our Compensation Committee and approved by our Board. This policy was designed to offer competitive, equitable and consistent compensation for the value of the Board and Committee service and Committee Chairmanship, and to offer the appropriate level and mix of compensation to position the Board’s compensation at the median of market levels for our peer group companies. We also have adopted stock ownership guidelines for our directors to further promote this alignment of interests, which can be found in our Corporate Governance Guidelines and described under “Compensation Discussion and Analysis - Additional Disclosures - Stock Ownership Guidelines.”

The Director Compensation Table reflects the following compensation policy for our non-employee directors for 2019 (the “Policy”), and the individual choices made by each non-employee director with respect to compensation for their services during 2019 based on the Policy:



	Annual Retainer
Annual Cash Retainer for Board and Committee Meetings	$	50,000

Additional Annual Retainers
Chairman of the Board	$	72,000
Executive Committee Chair	$	12,000
Compensation Committee Chair	$	12,000
Audit Committee Chair	$	20,000
Nominating and Corporate Governance Committee Chair	$	12,000
Strategy and Development Committee Chair	$	12,000

Annual retainers for non-employee directors and Board and committee chairs are payable quarterly in arrears. Non-employee directors have the option of accepting all or any part of the foregoing cash retainer payments in the form of restricted stock. Restricted stock received in lieu of cash retainers is granted at the annual meeting and vests quarterly on the quarterly cash payment dates, subject to continued services by directors as a director or chairperson, as applicable. Non-employee directors may also elect to defer receipt of such restricted stock in lieu of cash payments and the annual stock retainer as described below. Non-employee directors do not receive additional compensation for attendance at Board meetings.

Non-employee directors also were eligible to receive restricted stock awards in the amounts below in 2019. The restricted stock was issued pursuant and subject to the terms of the Company’s 2018 Equity Incentive Plan and individual award agreements, the forms of which were previously filed with the SEC and vest on the date that is the earlier of (i) one year following the grant date or (ii) the following year’s annual meeting of stockholders in the event the grantee is not re-elected to serve as a director of the Company at such annual meeting. Annual grants of restricted stock were made on the date of the annual meeting of stockholders.



	Fair Market Value of Restricted Stock Award on Date of Grant
Each Continuing Board Member	$	99,000

Additional Grants
Chairman of the Board	$	114,000
Executive Committee Chair	$	18,000
Compensation Committee Chair	$	18,000
Audit Committee Chair	$	30,000
Nominating and Corporate Governance Committee Chair	$	18,000
Strategy and Development Committee Chair	$	18,000

Non-employee directors may annually make an election to defer (i) the annual restricted stock award and (ii) all or a portion of the annual cash retainers by electing to receive restricted stock units settled at a future date, generally retirement or resignation from the Board or other termination of service. Such restricted stock units vest on the date that is the earlier of (i) one year following the grant date or (ii) the following year’s annual meeting of stockholders in the event the grantee is not re-elected to serve as a director of the Company at such annual meeting. Restricted stock units related to these deferrals from 2008 through 2019 held as of December 31, 2019 are as follows: Loewenbaum - 95,840 shares, Eck - 27,568 shares, Erickson - 100,665 shares, Kever - 59,611 shares, Lewis - 0 shares, McNamara - 68,382 shares, Ogunro - 44,278 shares and Samet - 10,953 shares.

In addition, non-employee directors are reimbursed for reasonable expenses incurred to attend Board and committee meetings and other Company-related business meetings if a Board member’s presence is requested, as well as director education programs.

Our directors who are also employees (Mr. Shamir only) receive no additional compensation for their services as director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March 23, 2020 (unless otherwise noted) for:

•each of our directors;

•each of our named executive officers;


•	each person who is known by us to beneficially own more than five percent (5%) of the outstanding shares of our common stock; and

•all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes shares as to which a person has sole or shared voting or investment power and also includes any shares which a person has the right to acquire within 60 days after March 18, 2019 through the vesting and/or exercise of any equity award or other right. Except as otherwise indicated, the named persons below have sole voting and investment power with respect to beneficially owned shares or shares such voting and investment power with his or her spouse. The number of shares shown does not include the interest of certain persons in shares held by certain family members in their own right. The inclusion of any such shares, however, does not constitute an admission that the named person is a direct or indirect beneficial owner of such shares for other purposes.

The percentages of shares outstanding provided in the table are based on 45,531,070 shares outstanding as of March 23, 2020. Shares issuable upon the exercise of options that are exercisable within 60 days after March 23, 2020 and restricted stock units which are able to be settled in stock at the holder’s election within 60 days after March 23, 2020 are considered outstanding for the purpose of calculating the percentage of outstanding shares of our common stock held by the individual, but not for the purpose of calculating the percentage of outstanding shares held by any other individual.



	Common Stock Beneficially Owned
Beneficial Owner	Number of Shares Owned (1)	Total as a Percentage of Shares Outstanding
Directors and Named Executive Officers (2)
G. Walter Loewenbaum II (3)	969,870	2.1%
Stephen L. Eck, M.D., Ph.D.	27,568	*
Thomas W. Erickson	179,869	*
Jim D. Kever	225,420	*
Dijuana K. Lewis	3,828	*
Kevin M. McNamara	91,824	*
Edward A. Ogunro, M.D.	54,982	*
Kenneth A. Samet	13,953	*
Nachum “Homi” Shamir	1,327,591	2.8%
Harriss T. Currie	462,672	1.0%
Richard W. Rew	185,785	*
Todd C. Bennett	155,640	*
Randall J. Myers	155,184	*

All directors and executive officers as a group (16) persons	4,313,302	9.4%

Other 5% Stockholders
BlackRock, Inc. (4) 55 East 52nd Street New York, New York 10055	7,169,790	15.8%
The Vanguard Group (5) 100 Vanguard Blvd. Malvern, PA 19355	4,310,445	9.5%
Renaissance Technologies LLC (6) 800 Third Avenue New York, NY 10022	2,295,442	5.1%
RGM Capital, LLC (7) 9010 Strada Stell Court, Suite 105 Naples, FL 34109	3,543,106	7.8%

* Less than 1%.

(1)

Includes shares issuable upon the exercise of currently exercisable options as well as those options which will become exercisable within 60 days after March 19, 2018, as follows: Mr. Loewenbaum - 0 shares; Mr. Cresci - 0 shares; Dr. Eck - 0 shares; Mr. Erickson - 0 shares; Mr. Kever - 0 shares; Mr. McNamara - 0 shares; Dr. Ogunro - 0 shares; Mr. Shamir - 916,107 shares; Mr. Currie - 211,432 shares; Mr. Rew - 115,286 shares; Mr. Bennett - 80,392 shares; Mr. Myers - 106,522 shares; and all directors and executive officers as a group - 1,703,344 shares. In addition, includes shares issuable upon the vesting of restricted stock unit awards, the vesting of which has been deferred until termination of the individual’s service as a director, as follows: Mr. Loewenbaum - 79,220 shares; Mr. Cresci - 0 shares; Dr. Eck - 20,339 shares; Mr. Erickson - 91,125 shares; Mr. Kever - 68,699 shares; Mr. McNamara - 58,357 shares; Dr. Ogunro - 38,257 shares; and Mr. Samet - 2,622 shares.


(2)	The applicable address for all directors and named executive officers is c/o Luminex Corporation, 12212 Technology Boulevard, Austin, Texas 78727.


(3)	Does not include 909,415 shares held by Mr. Loewenbaum’s wife, Lillian Loewenbaum; 17,153 shares held by a trust for the benefit of Lillian Loewenbaum of which Lillian Loewenbaum is the trustee; and 167,972 shares held by a trust for the benefit of Mr. Loewenbaum’s descendants which has an independent trustee and over which Mr. Loewenbaum neither has nor shares investment or voting power.


(4)	This information is as of December 31, 2019, and is based solely on a Schedule 13G/A filed by BlackRock, Inc. on February 4, 2020. BlackRock, Inc. is a holding company as defined in Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934, as amended, and reports sole voting power as to 7,070,962 shares and sole dispositive power as to 7,169,790 shares.

(5)

This information is as of December 31, 2019, and is based solely on a Schedule 13G/A filed by The Vanguard Group on February 1, 2020. The Vanguard Group is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934, as amended, and reports sole voting power as to 39,769 shares, sole dispositive power as to 4,265,672 shares, shared voting power as to 9,207 shares and shared dispositive power as to 44,783 shares.

(6)

This information is as of December 31, 2019, and is based solely on a Schedule 13G filed by Renaissance Technologies LLC on February 12, 2020. Renaissance Technologies LLC is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934, as amended, and reports sole voting power as to 2,257,902 shares, sole dispositive power as to 2,283,315 shares and shared dispositive power as to 12,127 shares.

(7)

This information is as of December 31, 2019, and is based solely on a Schedule 13G filed by RGM Capital, LLC on February 14, 2020. RGM Capital, LLC is a holding company as defined in Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934, as amended and an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934, as amended, and reports shared voting power and shared dispositive power as to 3,543,106 shares.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since the beginning of the last fiscal year, we are aware of no related party transactions between us and any of our directors, nominees for director, executive officers, 5% stockholders or their immediate family members which require disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934.

We have adopted a written related party transaction policy, administered by our Audit Committee, that requires the Audit Committee (or the chair of the Audit Committee in certain instances with respect to de minimus transactions) to review and either ratify, approve or disapprove all “Interested Transactions,” subject to certain exceptions for specified “pre-approved transactions” not believed to create a material interest with respect to a “Related Party.” “Interested Transactions” are generally defined to include any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which:


•	the aggregate amount involved exceeds, or will or may be expected to exceed, $120,000 in any calendar year;


•	the Company was, is or will be a participant; and


•	any Related Party had, has or will have a direct or indirect material interest.

For purposes of the policy, a “Related Party” is any:


•	person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director;


•	greater than 5% beneficial owner of the Company’s common stock;


•	immediate family member of any of the foregoing; or


•	firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner, managing member or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

In determining whether to approve or ratify an Interested Transaction under the policy, the Audit Committee is to consider all relevant information and facts available to it regarding the Interested Transaction and take into account factors such as the Related Party’s relationship to the Company and interest (direct or indirect) in the transaction, the terms of the transaction and the benefits to the Company of the transaction. No director is to participate in the approval of an Interested Transaction for which he or she is a Related Party or otherwise has a direct or indirect interest.

In addition, the Audit Committee is to review and assess ongoing Interested Transactions, if any, on at least an annual basis to determine whether any such transactions remain appropriate or should be modified or terminated. Our related party transaction policy has been incorporated into our Code of Compliance, which can be viewed at the “Investor Relations” section of our website at www.luminexcorp.com.

DELINQUENT SECTON 16(A) REPORTS

Under the securities laws of the United States, our directors, executive officers and any persons holding more than ten percent of our common stock are required to report their initial ownership of our common stock and any subsequent changes in their ownership to the SEC. Specific due dates have been established by the SEC, and we are required to disclose in this proxy statement any failure of such persons to file by those dates. Based solely upon the copies of Section 16(a) reports that we have received from such persons for their transactions in 2019 and written representations to the Company that we have received from such persons that no other reports were required, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such directors, executive officers and ten-percent beneficial owners for 2019, except that Dijuana Lewis filed a Form 3 late on October 8, 2019 which did not timely disclose her initial statement of beneficial ownership of securities upon her election as a member of the Board on September 5, 2019. The failure of Ms. Lewis to timely file was due to administrative issues obtaining her EDGAR filing codes.

EXPENSES AND SOLICITATION

We will bear the cost of soliciting proxies. Proxies may be solicited in person or by telephone, facsimile, electronic mail, Internet, or other electronic medium by certain of our directors, officers and regular employees, without additional compensation. The Company requests that brokerage houses and other custodians, nominees and fiduciaries forward solicitation materials to the beneficial owners of shares of the Company’s common stock held of record by such persons, and the Company will reimburse such brokers and other fiduciaries for their reasonable out-of-pocket expenses incurred when the solicitation materials are forwarded.

STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING

It is contemplated that our 2021 annual meeting of stockholders will take place in May 2021. Stockholders’ proposals will be eligible for consideration for inclusion in the proxy statement for the 2021 annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 if such proposals are received by us before the close of business on December 3, 2020. Notices of stockholders’ proposals submitted outside the processes of Rule 14a-8 will be considered timely (but not considered for inclusion in our proxy statement), pursuant to the advance notice requirement set forth in our bylaws, if such notices are filed with our Secretary not earlier than February 20, 2021 nor later than April 21, 2021 in the manner specified in the bylaws. For proposals that are not timely filed, we retain discretion to vote proxies that we receive. For proposals that are timely filed, we retain discretion to vote proxies that we receive provided (1) we include in our proxy statement advice on the nature of the proposal and how we intend to exercise our voting discretion and (2) the proponent does not issue a proxy statement. In order to curtail any controversy as to the date on which a proposal was received by us, we suggest that stockholders submit their proposals by certified mail, return receipt requested.

TRANSACTION OF OTHER BUSINESS

At the date of this proxy statement, the only business which the Board intends to present or knows that others will present at the Meeting is as set forth above. If any other matter or matters are properly brought before the Meeting, or an adjournment or postponement thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

UPON WRITTEN REQUEST OF ANY STOCKHOLDER TO RICHARD REW, CORPORATE SECRETARY, LUMINEX CORPORATION, 12212 TECHNOLOGY BOULEVARD, AUSTIN, TEXAS 78727, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2019, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Austin, Texas

April 2, 2020

DIRECTIONS TO ANNUAL MEETING

From Austin Bergstrom International Airport: exit the airport, proceeding West on Hwy 71. Take Hwy 183 North. Take the Oak Knoll exit. Proceed through the light at Oak Knoll. Turn right onto Technology Boulevard. Turn left into the driveway by the curbside Luminex sign.

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