Amy DuRoss
BIOLIFE SOLUTIONSAbout Amy DuRoss
Amy DuRoss (age 51) serves as Lead Independent Director at BioLife Solutions, Inc. (BLFS), Chair of the Compensation Committee since April 2021, and a member of the Governance and Nominating Committee; she joined the Board on April 1, 2021 and was named Lead Independent Director in August 2023 . She holds an MBA, MA, and BA in English from Stanford University and has extensive leadership experience in cell and gene therapy technology, venture creation, and healthcare strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vineti, Inc. | Co-founder & Chief Executive Officer | Apr 2016–Mar 2022 | Led SaaS platform innovation supporting CGT manufacturing and delivery; established leadership position in CGT workflow software |
| GE Ventures | Managing Director (healthcare new business creation) | May 2013–May 2017 | Built new healthcare businesses; strategic venture creation experience |
| Navigenics, Inc. | Chief Business Officer | Pre-2012 sale | Led genomics business; company sold to Life Technologies in 2012 |
| Proposition 71 (California stem cell initiative) | Co-founder & Executive Director; Chief of Staff at state grant oversight agency | 2004 onward | Policy creation and governance for state stem cell research funding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mayo Clinic | MayoVenture Partner | Since May 2025 | Leads venture creation, capital markets, institutional spinouts, commercialization across Mayo ecosystem |
| ARM Foundation for Cell and Gene Medicine | Board Member | Not specified | External non-profit board service |
| Other public company boards | — | — | No other public company directorships disclosed in BLFS’s 2025 proxy biography |
Board Governance
- Independence: Board affirmatively determined DuRoss is independent under Nasdaq Rule 5605(a)(2) .
- Board leadership: CEO (Roderick de Greef) is Chairman; DuRoss serves as Lead Independent Director to provide counterbalance .
- Committees and roles (current): Compensation Committee Chair; Governance & Nominating Committee member; not currently on Audit .
- Board and committee activity: 2024 Board met 14 times; Audit (5), Compensation (2), Governance (2). Each incumbent director attended at least 75% of required meetings .
- Annual meeting engagement: At the 2024 Annual Meeting (Aug 1, 2024), only DuRoss and CEO attended, signaling strong shareholder engagement from DuRoss .
| Assignment | Status |
|---|---|
| Board | Member |
| Compensation Committee | Chair |
| Governance & Nominating Committee | Member |
| Audit Committee | Not a current member |
| Lead Independent Director | Since Aug 2023 |
Fixed Compensation
- 2024 structure: Non-employee director annual retainer $60,000; Lead Independent Director retainer $40,000; Chair retainers—Audit $13,750, Compensation $12,500, Governance $10,000 .
- DuRoss 2024 cash: Annual retainer plus chair/lead fees totaling $112,500 .
| Component | 2024 Amount |
|---|---|
| Annual Cash Retainer | $60,000 |
| Lead Independent Director Retainer | $40,000 |
| Compensation Committee Chair Retainer | $12,500 |
| Total Cash Compensation | $112,500 |
Policy change (effective Jan 1, 2026): Annual cash retainer to $70,000; Chair retainers—Audit $20,000, Compensation $15,000, Governance $10,000; Lead Independent Director $40,000; directors may elect shares in lieu of cash .
Performance Compensation
- 2024 director equity: RSUs with fixed value $180,000; grant determined at $15.98 reference price; awards granted/effective March 8, 2024 at $17.36 accounting price; one-year vest if still serving as director .
- DuRoss 2024 stock awards grant-date fair value: $195,543; units granted: 11,264 RSUs .
- Unvested RSUs as of Dec 31, 2024: 11,264 .
- 2026 policy: Annual RSUs $180,000, vest at one-year; full vest on death, disability, or change-in-control before vest date .
| Grant Detail | Value |
|---|---|
| RSUs Granted (2024) | 11,264 units |
| Grant Date (effective) | March 8, 2024 |
| Grant-Date Fair Value (Accounting) | $195,543 |
| Vesting | One year from grant, service-based |
| 2026 Annual RSU Policy | $180,000 nominal value; one-year vest; CoC/death/disability acceleration |
Performance metric table (directors):
| Metric Type | Tied to Director Awards? |
|---|---|
| Revenue growth | Not disclosed for director equity (time-based RSUs) |
| EBITDA/TSR percentile | Not disclosed for director equity (time-based RSUs) |
| ESG goals | Not disclosed for director equity (time-based RSUs) |
Compensation governance:
- Independent consultant: FW Cook engaged for director compensation practices; RSU awards based on fixed value methodology .
- Compensation Committee membership in 2024: DuRoss (Chair), Schick (until Aug 1, 2024), Ellingson, Moore; no interlocks reported .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company directorships | None disclosed in BLFS proxy biography for DuRoss |
| Compensation Committee interlocks | None; no member had relationships requiring disclosure |
Expertise & Qualifications
- Cell & gene therapy operations/software leadership (Vineti CEO/co-founder) .
- Venture creation and strategic capital markets (GE Ventures; MayoVenture Partner) .
- Genomics commercialization (Navigenics CBO) .
- Public policy and governance in stem cell research (Prop 71 leadership) .
- Advanced academic credentials from Stanford University (MBA, Masters, BA) .
Equity Ownership
| Ownership Component | Amount |
|---|---|
| Beneficial Ownership (Common Stock) | 23,811 shares; “Less than 1%” of class |
| Outstanding Shares Reference | 47,835,214 as of June 23, 2025 |
| Unvested RSUs (12/31/2024) | 11,264 units |
| Shares Pledged as Collateral | Not disclosed in proxy |
Insider Filings & Trades
| Date | Item | Detail | |---|---| | March 13, 2024 | Section 16(a) late filing | One late Form 4 reporting three transactions (DuRoss) |
Governance Assessment
- Strengths: Independent Lead Director with active engagement—DuRoss was one of only two directors attending the 2024 Annual Meeting; clear independence determination; robust committee leadership in Compensation; use of independent compensation consultant (FW Cook) to align director pay and equity .
- Alignment: Material equity exposure via annual RSUs and disclosed unvested units; ability to elect stock in lieu of cash starting with 2026 policy further enhances alignment .
- Board structure and oversight: CEO/Chair duality is offset by established Lead Independent Director role; committees with defined charters and risk oversight responsibilities; Audit Committee has an SEC-defined financial expert (Coste) .
- Red flags / watch items: Late Section 16(a) Form 4 in March 2024 (administrative compliance risk, typically minor but worth monitoring) . No related-party transactions disclosed since Jan 1, 2024; no interlocks reported (positive) .
- Compensation policy evolution: Cash retainer increase effective 2026 and continued fixed-value RSUs with CoC acceleration—monitor for pay inflation vs performance outcomes and potential dilution, though director equity remains time-based rather than metric-based .