Albert Luderer
Bionano GenomicsAbout Albert Luderer
Albert Luderer, Ph.D., age 76, is Bionano’s independent Chairman and Class II director; he joined the Board in October 2011 and became Chairman effective June 18, 2024 . He holds a B.A. in Zoology (Drew University), an M.S. in Immunochemistry, and a Ph.D. in Immunogenetics (Rutgers University) . He brings 40+ years of executive leadership spanning technology development, operations, and business development in biotechnology and diagnostics . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Diagnostics, Inc. | Chief Executive Officer | Mar 2010 – Jun 2018 | Led company through sale to Biodesix, Inc. |
| — | — | — | Over 40 years in executive leadership across technology, operations, and BD |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indi Molecular, Inc. (private) | Chief Executive Officer; Director | Since Sep 2013 | Synthetic antibody technology company leadership |
| Prostate Management Diagnostics Inc. (non‑profit) | Executive Chairman | Since Jan 2016 | Cancer research governance |
| AllerGenis, LLC (private) | Chairman; Compensation Committee Member | Since Sep 2021 | Diagnostic company; comp oversight |
Board Governance
- Board leadership: Independent Chairman since June 18, 2024; roles include setting agendas, presiding over meetings (including independent director sessions), and coordinating Board–management responses to risk issues .
- Committee assignments (FY2024): Chair, Nominating & Corporate Governance; Member, Audit; Member, Science & Technology .
- Committee meeting cadence (FY2024): Audit (4), Compensation (6), Nominating & Corporate Governance (1), Science & Technology (4) .
- Attendance: Board met 6 times; each director attended at least 75% of Board and committee meetings during 2024; independent directors held five executive sessions .
- Independence: Board determined seven of eight directors—including Luderer—are independent under SEC and Nasdaq rules .
- Risk oversight: Audit reviews financial/cyber risks and related‑person transactions; Nominating monitors governance effectiveness; Compensation assesses compensation‑related risk; Chairman coordinates responses to material risk exposures .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 | 2024 policy |
| Additional cash retainer – Chairman of the Board | $20,000 | 2024 policy |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Science & Technology $10,000 | 2024 policy |
| Committee member retainers (non‑chair) | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Science & Technology $5,000 | 2024 policy |
| Luderer 2024 cash fees actually paid | $70,765 | FY2024 director compensation table |
| Expense reimbursement | Reasonable out‑of‑pocket expenses | Policy |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting / Term | Change‑of‑Control / Post‑Termination |
|---|---|---|---|---|---|---|
| Stock Options (annual grant) | Jun 18, 2024 | 30,000 options | $0.7752 per share (pre‑split) | $16,857 | Service‑based; 10‑year term | Full vesting upon change‑of‑control; 12‑month post‑termination exercise (except death/disability/cause) |
| Program note | Jun 2024 cap | Annual director option grants capped at 30,000 options for 2024 (reducing awards) | — | — | — | — |
- No director RSUs/PSUs or performance metrics (TSR, revenue, EBITDA) disclosed for non‑employee directors in 2024; directors held no other unvested stock awards as of year‑end 2024 .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Luderer; external roles are in private/non‑profit organizations .
- Interlocks/conflicts: AllerGenis (private) compensation committee membership noted; Bionano reports no related‑person transactions since Jan 1, 2023 other than compensation arrangements, per policy .
Expertise & Qualifications
- Sector expertise: Biotechnology diagnostics; technology, BD, and commercialization focus .
- Education: B.A. Zoology (Drew); M.S. Immunochemistry; Ph.D. Immunogenetics (Rutgers) .
- Board qualifications: Nominating Committee cites governance, financial expertise, and high‑level management experience as selection criteria applied to nominees ; Board and Nominating believe his background qualifies him for service .
Equity Ownership
| Holder | Shares Owned Directly | Securities Exercisable within 60 Days | Warrants | Beneficially Owned Shares | Ownership % |
|---|---|---|---|---|---|
| Albert Luderer, Ph.D. | — | 1,368 | — | 1,368 | <1% (*) |
- Outstanding shares basis: 3,101,438 common shares as of April 14, 2025 (beneficial ownership table basis) .
- Hedging/pledging: Prohibited for directors, officers, employees, and consultants (no short sales, options, hedging, margining, or pledging) under Insider Trading and Window Period Policy .
- Section 16 compliance: Company believes directors/officers complied in 2024 (with noted late filings for others; none indicated for Luderer) .
Governance Assessment
-
Strengths:
- Independent Chairman structure enhances oversight and accountability; separation from CEO considered to improve Board effectiveness .
- Active committee leadership as Chair of Nominating & Corporate Governance and membership on Audit and Science & Technology committees, aligning skills with governance and risk oversight .
- Board‑level attendance met thresholds; independent directors held executive sessions, supporting effective independent oversight .
- Prohibitions on hedging/pledging strengthen alignment and reduce risk of misaligned incentives .
- Say‑on‑pay support improved significantly to ~83.4% in 2024, indicating better investor confidence in pay practices .
-
Watch items / potential investor concerns:
- Low “skin‑in‑the‑game”: Beneficial ownership <1% (1,368 shares/options exercisable within 60 days), which may limit direct economic alignment despite option grants .
- External roles at private diagnostics companies in adjacent sectors could create perceived conflicts if any transactions arose; Company discloses no related‑person transactions since Jan 1, 2023 .
- Director equity is primarily service‑based options without performance metrics; while COI vesting exists, lack of performance linkage may reduce direct pay‑for‑performance signaling .
- Audit Committee membership while also serving as Board Chair concentrates influence; however, independence affirmed by Board and Nasdaq criteria .
Overall, Luderer’s independent Chair role and long tenure provide governance continuity and oversight strength; investors should weigh his limited ownership and external industry roles against the absence of related‑party transactions and robust hedging/pledging prohibitions .