Christopher Twomey
Bionano GenomicsAbout Christopher J. Twomey
Christopher J. Twomey, age 65, has served as an independent Class III director of Bionano Genomics since July 2018 and is the Chair of the Audit Committee; he is designated as an “audit committee financial expert.” He holds a B.A. in Business Economics from the University of California, Santa Barbara, and brings CFO-level financial reporting expertise (Biosite) and Big 4 audit experience (Ernst & Young) to the board . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young, LLP | Audit Manager | Oct 1981–Mar 1990 | Led audit engagements; foundation in GAAP/SEC reporting |
| Biosite Incorporated | SVP Finance & Chief Financial Officer | Mar 1990–Jun 2007 | Senior finance leadership in diagnostics; public-company reporting |
| Senomyx, Inc. | Director | Mar 2006–Nov 2018 | Board service through acquisition by Firmenich SA |
| Cadence Pharmaceuticals, Inc. | Director; Chair, Audit Committee | Jul 2006–Mar 2014 | Oversight of financial reporting; company acquired by Mallinckrodt plc in 2014 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tandem Diabetes Care, Inc. | Director; Chair, Audit Committee | Since Aug 2013 | Audit Committee chair; concurrent audit committee service deemed not impairing by BNGO Board |
Board Governance
- Committee assignments: Audit Committee Chair; other members include Albert Luderer and Vincent Wong (2024 composition) .
- Independence: The Board determined Twomey is independent under SEC/Nasdaq rules (and audit-committee independence under Rule 10A‑3) .
- Attendance and engagement: The Board met six times in 2024; each director attended at least 75% of Board and committee meetings on which they served; independent directors held five executive sessions in 2024 .
- Board leadership: The Board is chaired by independent director Albert Luderer (effective June 18, 2024) .
- Audit Committee oversight (selected responsibilities): corporate accounting and reporting, internal control over financial reporting, auditor selection/performance, related‑party transaction reviews, risk oversight including cybersecurity; Twomey signed the Audit Committee report recommending inclusion of audited FY2024 financials in the 10‑K .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Policy for non‑employee directors in 2024 |
| Audit Committee Chair cash retainer | $20,000 | Chair fee per policy |
| Total cash fees earned (2024) | $60,000 | Reported for Twomey in 2024 director comp table |
Performance Compensation
| Grant Date | Instrument | Number of Options | Exercise Price | Grant Date Fair Value | Vesting/Term | Notes |
|---|---|---|---|---|---|---|
| Jun 18, 2024 | Stock Option | 30,000 (pre‑split) | $0.7752 (pre‑split) | $16,857 | 10‑year term; service-based vesting; full vest on change in control | Annual option grants for 2024 were capped at 30,000 options; value shown is Twomey’s 2024 option award |
| Policy (ongoing) | Stock Option | N/A | FMV at grant | N/A | Service-based vesting; 10‑year term; 12‑month post-termination exercise (other than for cause); full vest on change in control | Non‑employee director plan terms under the 2018 Plan |
Other Directorships & Interlocks
| Company | Relationship to BNGO | Interlock/Conflict Noted |
|---|---|---|
| Tandem Diabetes Care, Inc. (public) | No disclosed customer/supplier relationship with BNGO | Board determined Twomey’s simultaneous audit committee service does not impair effectiveness |
| Senomyx, Inc. (prior) | None disclosed | Prior directorship; company acquired 2018 |
| Cadence Pharmaceuticals, Inc. (prior) | None disclosed | Prior directorship; company acquired 2014 |
No related‑party transactions involving Twomey were disclosed for 2023–2024 under BNGO’s Related‑Person Transactions Policy .
Expertise & Qualifications
- Recognized Audit Committee Financial Expert based on education, CFO experience, audit background, and independence .
- 25+ years in life sciences diagnostics finance and reporting (Biosite), plus Big 4 audit pedigree (EY), aligning well with BNGO’s audit/risk oversight needs .
- Independence affirmed; contributes to objective oversight of financial reporting and risk, including cybersecurity oversight routed through Audit Committee .
Equity Ownership
| Holding Type | Amount (Shares) | Detail |
|---|---|---|
| Shares owned directly | 107 | Held by the Christopher J. Twomey and Rebecca J. Twomey Family Trust |
| Securities exercisable within 60 days | 1,354 | Options/stock awards exercisable within 60 days of April 14, 2025 |
| Warrants | 90 | Warrants expiring April 6, 2025, held by the Trust |
| Total beneficially owned | 1,551 | Less than 1% of shares outstanding |
| Pledging/Hedging | Prohibited | Company policy bans pledging, hedging, short sales, and options transactions in company stock |
Governance Assessment
- Board effectiveness: Twomey provides strong financial oversight as Audit Chair and SEC-designated financial expert; Board independence structure with an independent Chair reinforces checks and balances .
- Independence and attendance: Independent under Nasdaq and Rule 10A‑3; Board and committee attendance thresholds met; five independent executive sessions in 2024 support robust oversight .
- Ownership alignment: Beneficial ownership is small (<1%); alignment relies more on option-based director pay and policy prohibiting hedging/pledging than on substantial direct shareholdings—caution for “skin-in-the‑game” analysis .
- Compensation: 2024 director equity awards materially reduced via option cap (30,000 options), with cash mix consistent with policy (retainer + chair fee); no meeting fees; structure appears shareholder‑sensitive amid capital constraints .
- Conflicts/related party risk: No related‑party transactions disclosed for 2023–2024; Audit Committee reviews related‑person matters; Twomey’s dual audit committee service at Tandem deemed non‑impairing by the Board .
- Broader capital structure context: While not specific to Twomey, ongoing warrant issuance and share authorization matters (Proposal 4) highlight dilution/financing risks that the Audit Committee and Board must oversee—important for investor confidence .
RED FLAGS
- Low direct ownership may be viewed as limited economic alignment, though mitigated by equity option participation and anti‑hedging/pledging policy .
- No other red flags identified: no pledging, no related‑party transactions, no Section 16 delinquency disclosures for Twomey, and Board affirmed audit committee workload does not impair service .