Aleksandar Rajkovic
Bionano GenomicsAbout Aleksandar Rajkovic
Aleksandar Rajkovic, M.D., Ph.D., age 61, has served on Bionano Genomics’ Board since February 2022. He is Chief Genomics Officer and Director of the Genomic Medicine Initiative at UCSF, Medical Director and Chief of the Center for Genetic and Genomic Medicine for the UCSF Health System, and the Stuart Lindsay Distinguished Professor in Experimental Pathology at UCSF. He holds a B.S. in Chemistry from Johns Hopkins University and an M.D. and Ph.D. in Molecular Biology from Case Western Reserve University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magee-Womens Hospital, UPMC | Marcus Allen Hogge Chair in Reproductive Sciences; Director of Reproductive Genetics | Jul 2009 – May 2018 | — |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| UCSF | Chief Genomics Officer; Director, Genomic Medicine Initiative; Medical Director & Chief, Center for Genetic and Genomic Medicine; Stuart Lindsay Distinguished Professor | Since May 2018 | Clinical genomics leadership |
| American College of Medical Genetics Foundation | Director (Board of Directors) | Since Apr 2020 | Non-profit foundation governance |
| Allelica (private genomics software) | Scientific Advisory Board member | Since Feb 2022 | Advisory; private company (not a public directorship) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Dr. Rajkovic is an independent director under Nasdaq and SEC rules . |
| Committees | Science & Technology Committee member (committee composed of Barker, Luderer, Vuori, Rajkovic) . |
| Committee Chairs | Not a chair; Science & Technology chaired by Dr. Barker . |
| Board Meetings in 2024 | Board met 6 times; each Board member attended ≥75% of aggregate Board/committee meetings during their service in 2024 . |
| Executive Sessions | Independent directors held five executive sessions in 2024 . |
| Risk Oversight | Risk oversight allocated across Audit (financial/cyber), Compensation (risk in pay policies), Nominating & Corporate Governance (governance effectiveness); committee chairs escalate material risks to Board . |
| Board Leadership | Independent Chairman (Dr. Luderer) since June 18, 2024; separated Chair/CEO roles . |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Basis |
|---|---|---|
| Annual cash retainer | 40,000 | Non-employee director policy |
| Science & Technology Committee membership fee | 5,000 | Member fee (not applicable to chairs) |
| Committee chair fees | — | Not applicable (not a chair) |
| Meeting fees | — | Not disclosed/applicable |
| Total fees earned (cash) | 45,000 | 2024 director compensation table |
Performance Compensation (Non-Employee Director – 2024)
| Grant Date | Instrument | Quantity | Exercise Price | Grant-Date Fair Value ($) | Vesting/Term | Change-in-Control | Post-Termination Exercise |
|---|---|---|---|---|---|---|---|
| Jun 18, 2024 | Stock Options | 30,000 | $0.7752 per share (pre-split) | 16,857 | Time-based; continuous service; 10-year term under 2018 Plan | Vests in full upon change in control (2018 Plan) | 12-month exercise window (other than death, disability, cause) |
Performance Metrics Applied to Director Compensation (2024)
| Metric | Used/Linked to Awards | Notes |
|---|---|---|
| Revenue growth | Not used | Director equity grants are time-based options only |
| EBITDA/TSR percentile | Not used | No performance-based director metrics disclosed |
| ESG goals | Not used | Not disclosed for director compensation |
In June 2024, the Compensation Committee capped annual director option grants at 30,000 options, materially reducing awards versus the policy’s Black-Scholes value framework—an alignment-friendly change during a challenging period .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| American College of Medical Genetics Foundation | Non-profit | Director | No related-person transactions disclosed with BNGO |
| Allelica | Private | Scientific Advisory Board member | Same industry (genomics software); no related-person transactions above thresholds disclosed |
Expertise & Qualifications
- Extensive clinical genetics/genomics leadership experience (UCSF system-wide roles), relevant to BNGO’s scientific development and clinical strategy .
- Academic and clinical pedigree with M.D./Ph.D. in Molecular Biology; B.S. Chemistry—supports Science & Technology Committee contributions .
- Science & Technology Committee charter covers product development, innovation strategy, clinical development and IP portfolio oversight—areas aligned with his expertise .
Equity Ownership
| As of | Shares Owned Directly | Securities Exercisable within 60 Days | Warrants | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|---|
| Apr 14, 2025 | — | 1,472 | — | 1,472 | <1% |
| Options Held (Disclosure Snapshot) | Outstanding Options (Share Equivalent) |
|---|---|
| As of Dec 31, 2024 | 1,514 |
- Hedging/Pledging: Company policy prohibits all directors from hedging transactions, short sales, options on company stock, and pledging/margining company shares—enhancing alignment and reducing risk of forced selling .
- Stock Ownership Guidelines: No explicit director ownership guidelines disclosed in the proxy; not found .
Governance Assessment
- Alignment and Independence: Independent director with domain expertise sits on Science & Technology Committee; Board independence and separate Chair/CEO roles support oversight quality .
- Engagement: Attendance at or above the 75% threshold and participation in five independent executive sessions indicate baseline engagement; Science & Technology met four times in 2024 .
- Pay Structure Signals: Director cash fees reflect standard retainer plus single committee membership; 2024 equity was capped at 30,000 options, a restraint that reduces dilution and pay risk—positive for investor confidence .
- Ownership: Beneficial ownership appears minimal (<1%); while options provide some exposure, low direct share ownership may be viewed as limited “skin-in-the-game” absent formal ownership guidelines .
- Conflicts/Related Party: No related-person transactions above policy thresholds were disclosed for directors; Allelica SAB role and UCSF affiliations present potential ecosystem proximity but no transactions or conflicts were reported. Related-party policy requires recusal and Audit Committee review if such transactions arise .
- Broader Governance Context: 2024 say‑on‑pay support rose to approximately 83.4%, signaling improving shareholder sentiment toward compensation practices, albeit centered on executives .
RED FLAGS
- Low direct beneficial ownership may be perceived as limited alignment versus best-practice ownership guidelines (none disclosed) .
- Industry overlap (Allelica SAB, UCSF) warrants ongoing monitoring for any future transactions or collaborations that could trigger related-party considerations (none disclosed to date; policy mandates review/recusal) .
Positive Indicators
- Independence, active committee service in science/technology oversight, and prohibited hedging/pledging bolster alignment and governance quality .
- Option grant cap in 2024 demonstrates pay restraint and sensitivity to shareholder dilution .