Alka Chaubey
Bionano GenomicsAbout Alka Chaubey
Alka Chaubey, Ph.D., FACMG, is BNGO’s Chief Medical Officer, appointed August 31, 2020; she was 52 as of the 2025 proxy and holds a Ph.D. from Guru Nanak Dev University with post-doctoral work at CCMB Hyderabad and the University of Illinois at Chicago . 2024 executive pay used market-based benchmarking at the 50th percentile peer group and emphasized at-risk compensation; the company reports pay-versus-performance disclosures tracking cumulative TSR and net income per Item 402(v), but did not pay performance-based cash bonuses for 2024, focusing instead on a retention milestone (CPT I code for OGM) that was achieved in June 2024 . Hedging and pledging of company stock are prohibited for all officers, reducing misalignment risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PerkinElmer Genomics | Head of Cytogenomics | May 2018–Aug 2020 | Led development and launch of CNGnome (low-pass WGS) and new FSHD assay using Saphyr; contributed to Vanadis PCR-free NIPT efforts |
| Greenwood Genetic Center | Director, Cytogenomics Laboratory; Assistant Director | Aug 2013–Aug 2020; Aug 2010–Aug 2013 | Ran clinical cytogenomics operations; advanced genetic diagnostics capability |
| Augusta University Medical Center / Medical College of Georgia | Scientific Director (Cytogenetics, Georgia Esoteric & Molecular Lab); Adjunct Assistant Professor of Pathology | Not specified | Academic and lab leadership appointments supporting clinical genetics programs |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cancer Genomics Consortium | Director | Since Aug 2016 |
| American Board of Medical Genetics and Genomics | Diversity, Equity & Inclusion Committee member | Since Mar 2021 |
| Association for Molecular Pathology | Genetics Subdivision Nominating Committee representative | Until Jul 2021 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $439,231 | $459,615; base increased 4.5% to $460,000 effective Jan 1, 2024 |
| Target Bonus (% of Base) | 55% | 55% |
| Performance-Based Cash Bonus Paid ($) | $0 | $0 |
| Perquisites/All Other Compensation ($) | $13,680 | $13,965 |
Performance Compensation
| Component | Metric/Terms | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Retention Bonus (Cash) | Establish CPT I code for OGM (cytogenomic genome-wide analysis for hematologic malignancies) | Milestone achieved | Paid June 2024; $121,757 | N/A (cash) |
| Annual Performance-Based Cash | Corporate goals across operating, financial, market development, product development, operations/quality; Board’s principal 2024 goal was “determine options allowing the company to continue” | Standard targets; 55% of base | No payouts for 2024 | N/A |
| RSUs (2024 Annual) | 266 RSUs granted 6/3/2024; grant-date fair value $4,601 | Time-based | Awarded | 25% at 1-year anniversary; annually over remaining 3 years |
| Stock Options (2024 Annual) | 1,250 options granted 6/3/2024 at $55.80 exercise price; grant-date fair value $51,728 | Time-based | Awarded | Vest monthly over 48 months from grant; 10-year term |
| Equity Mix (2024 NEOs) | 70% options / 30% RSUs | Policy decision | Implemented | As above |
2023–2024 Summary Equity Grant Values
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2023 | $265,400 | $146,469 |
| 2024 | $14,843 | $51,728 |
Equity Ownership & Alignment
| Holder | Shares Owned Directly | Securities Exercisable within 60 Days | Warrants | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|---|
| Alka Chaubey, Ph.D., FACMG | 204 | 2,815 | — | 3,019 | <1% |
- Hedging and pledging prohibited for officers, directors, employees, and consultants; margining company stock is not allowed .
- Stock ownership guidelines for executives not disclosed; Section 16(a) filings were compliant in 2024 except for an administrative delay for one transaction filed late for Dr. Chaubey (transaction date Feb 15, 2024; report filed Mar 5, 2024) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 6/3/2024 | 156 | 1,093 | 55.80 | 6/2/2034 | 266 | $4,601 |
| 9/18/2023 | 205 | 461 | 180.00 | 9/17/2033 | — | — |
| 9/11/2023 | — | — | — | — | 167 | $2,889 |
| 2/15/2023 | 418 | 515 | 978.00 | 2/14/2033 | 150 | $2,595 |
| 2/15/2022 | 646 | 270 | 1,308.00 | 2/14/2032 | — | — |
| 4/1/2021 | 416 | 41 | 4,698.00 | 3/31/2031 | — | — |
| 9/1/2020 | 500 | — | 336.60 | 8/31/2030 | — | — |
| 7/15/2020 | 16 | — | 300.00 | 7/14/2030 | — | — |
| 5/1/2019 | 8 | — | 2,418.00 | 4/30/2029 | — | — |
| 10/1/2018 | 17 | — | 4,662.00 | 9/30/2028 | — | — |
Notes: RSU market values in the proxy were calculated using $17.30 closing price on Dec 31, 2024 . 2018 Plan awards generally do not auto-accelerate on change in control unless provided in award agreements; 2006 Plan awards may accelerate on change of control .
Employment Terms
- Employment agreement date: August 31, 2020; employment is at-will .
- Severance (termination without cause): continued base salary for 6 months; COBRA premiums for continued health coverage for the same period (earlier of eligibility end or new employer coverage) contingent on release .
- Change-of-control treatment: governed by plan terms; 2018 Plan grants no automatic acceleration absent specific agreement; administrator may assume, cash out, cancel, or accelerate as permitted; 2006 Plan provides for full vesting/exercisability unless Board determines otherwise .
- Clawback: Dodd-Frank-compliant clawback policy implemented; statutory SOX 304 clawback applies to CEO/CFO; broader company policy in place .
- Hedging/Pledging: Prohibited for all insiders; margining and pledging of company stock are not permitted .
- 401(k): Matching contributions were suspended as of Dec 1, 2024; prior match described; no nonqualified deferred compensation participation in 2024 .
Compensation Structure Analysis
- Mix shift: 2024 equity grant values decreased versus 2023 (Stock Awards $14,843 vs $265,400; Options $51,728 vs $146,469), while base salary rose 4.5% to align nearer the 50th percentile of peer group and for internal equity with COO .
- Cash incentives: No performance-based cash bonuses in 2024; Compensation Committee emphasized company survival options; a one-off retention bonus tied to CPT I code achievement was paid, aligning incentives with a critical commercialization/regulatory milestone .
- Equity design: 2024 annual grants used a 70% options/30% RSU mix; options vest monthly over 48 months and RSUs vest over four years, supporting retention and gradual alignment rather than immediate liquidity .
Compensation Peer Group and Say-on-Pay
- Peer group (used for 2024 decisions) included: 908 Devices, Absci, Adaptive Biotechnologies, Akoya Biosciences, Biodesix, CareDx, Castle Biosciences, Codexis, Cytek Biosciences, DermTech, NanoString, Nautilus Biotechnology, Personalis, PhenomeX, Quanterix, Quantum-Si, Seer, Singular Genomics, SomaLogic (some no longer public and excluded subsequently) .
- Target percentile: 50th percentile versus peer group .
- Say-on-pay outcomes: 2024 approval ~83.4% of votes cast; 2025 vote outcome was closely split (For: 375,470; Against: 328,513; Abstain: 9,636; Broker Non-Votes: 769,744) .
Performance & Track Record Highlights
- PSUs based on specified revenue targets experienced accelerated expense recognition at Dec 31, 2023 (implicit service period reassessed; performance met from accounting perspective) with final Compensation Committee certification on March 14, 2025; indicates focus on revenue achievement in equity design .
- Executive option grants: On March 14, 2025, the Compensation Committee granted stock options aggregating ~41,000 shares to various executive officers at $3.47 exercise price, vesting monthly over 48 months (2018 Plan); shows continued use of long-vesting options at current market levels .
Equity Ownership & Alignment Details
- Ownership is small relative to shares outstanding (<1%); beneficially owned 3,019 shares including options exercisable within 60 days, suggesting limited immediate skin-in-the-game but ongoing accumulation potential via vesting .
- Strict insider policy bans hedging/pledging/margining; reduces misalignment and selling pressure associated with collateralized positions .
Employment & Contracts (Retention Risk Indicators)
- At-will employment with modest severance (6 months base, COBRA); equity vesting under 2018 Plan generally requires continuous service; no disclosed non-compete/non-solicit/garden leave terms .
- Related-party transactions: None material since Jan 1, 2023, outside standard compensation arrangements .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentives were effectively zeroed out, replaced by a milestone-tied retention bonus linked to a reimbursability catalyst (CPT I code for OGM), aligning compensation with commercialization risk reduction . Equity remains predominantly long-vesting options/RSUs, creating steady future vesting but limited near-term monetization pressure; hedging/pledging prohibitions further mitigate selling risk signals .
- Retention risk: Severance terms are modest and change-of-control acceleration under the 2018 Plan is not automatic, increasing reliance on ongoing equity vesting for retention; diversified prior roles and external scientific leadership suggest domain strength but low ownership percentage implies alignment primarily via unvested equity rather than material outright holdings .
- Trading signals: Section 16(a) late filing in 2024 was attributed to administrative delay rather than pattern of insider selling; upcoming monthly vesting from 2024 and 2025 grants could add incremental supply but policy constraints and low absolute counts temper impact .
- Governance sentiment: Say-on-pay improved materially in 2024 but was contentious in 2025, suggesting investor focus on compensation rigor and dilution; continued use of independent consultant Pearl Meyer and peer benchmarking remains a positive governance indicator .