David Barker
Bionano GenomicsAbout David L. Barker, Ph.D.
Independent director at Bionano Genomics (BNGO); age 83; served on the board since May 2010 and was Chairman from August 2016 to June 2024. He holds a BS with honors in Chemistry from Caltech and a Ph.D. in Biochemistry from Brandeis; prior executive/scientific roles at Illumina (VP & Chief Scientific Officer, 2000–2007), Amersham Biosciences (VP & Chief Science Advisor, 1998–2000), and Molecular Dynamics (senior R&D/BD roles, 1988–1998) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bionano Genomics | Director; Chairman (Aug 2016–Jun 2024) | Director since May 2010 | Board leader during scale-up of OGM strategy |
| Illumina, Inc. | VP & Chief Scientific Officer; Scientific Advisory Board member | 2000–2007; SAB 2000–2015 | Led product/tech strategy in genomics |
| Amersham Biosciences | VP & Chief Science Advisor | 1998–2000 | Diagnostics and genomics leadership |
| Molecular Dynamics, Inc. | Senior roles incl. VP Research & BD | 1988–1998 | Drove research and BD through acquisition by Amersham |
| University of Oregon; Oregon State University; Harvard Medical School | Academic (Assistant/Associate Professor; Postdoc) | Prior to industry | Interdisciplinary neurobiology research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AmideBio, LLC (private) | Director | Since Aug 2011 | Ongoing board service |
| Singular Genomics Systems, Inc. (public) | Director | Since Jun 2016; acquired in 2024 | Acquired by Deerfield Management Company in 2024 |
| LunaPBC (public benefit corp.) | Scientific Advisor | Since Nov 2017 | Genomics data-sharing advisory role |
| Aspen Neuroscience (private) | Director | Oct 2018–May 2021 | Cell therapy company board service |
| IntegenX (private; acquired by Thermo Fisher) | Director | Jun 2006–Mar 2018 | DNA testing technology; exit in 2018 |
| Integrated Diagnostics, Inc. (private; sold to Biodesix) | Director | Oct 2009–Aug 2018 | Molecular diagnostics; exit in 2018 |
| NextBio; ProteinSimple; Zephyrus Biosciences | Director | Various | Each exited via acquisition (Illumina; Bio‑Techne; Bio‑Techne) |
Board Governance
- Independence: The Board determined Barker is independent under Nasdaq and SEC standards .
- Committees: Chairs the Compensation Committee and the Science & Technology Committee; also serves on both .
- Audit Committee oversight: Audit chaired by Christopher Twomey (financial expert) .
- Board meeting attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings during their service .
- Leadership: Board has an independent Chair (Albert Luderer) since June 2024; independent directors held five executive sessions in 2024 .
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Option Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $74,235 | $16,857 | $91,092 |
- Policy schedule (context): Annual director cash retainer $40,000; additional chair retainers—Board Chair $20,000; Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Science & Technology $10,000. Committee member retainers—Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Science & Technology $5,000 .
Performance Compensation (Director equity)
| Grant Date | Instrument | Number of Options | Exercise Price | Vesting/Terms | Notes |
|---|---|---|---|---|---|
| Jun 18, 2024 | Stock options | 30,000 | $0.7752 (pre-split) | Options under the 2018 Plan; vest subject to continuous service; full vesting upon change in control; 10-year term; 12-month post-termination exercise (non-death/disability/cause) | 2024 annual director grants capped at 30,000 options to reduce dilution |
The Compensation Committee uses independent consultant Pearl Meyer; charter authorizes external advisors and requires independence considerations .
Other Directorships & Interlocks
| Company | Relationship to BNGO | Potential Interlock Risk |
|---|---|---|
| Singular Genomics Systems, Inc. | Public genomics tools; acquired | No related-party transactions disclosed; no current direct competitor interlock noted |
| Illumina, Inc. | Former executive/advisor | Historical ties; no current transactions disclosed; no related-party transactions in 2023–2024 period |
| AmideBio; LunaPBC; Aspen Neuroscience; IntegenX; Integrated Diagnostics | Private biotech/diagnostics roles | No related-party transactions reported above $120,000 since Jan 1, 2023 |
Expertise & Qualifications
- Deep genomics and diagnostics leadership across Illumina, Amersham, Molecular Dynamics; significant board experience with companies that exited via acquisition .
- Chairs Compensation and Science & Technology Committees, aligning technical oversight with pay governance .
- Education: Caltech BS (Chemistry) and Brandeis Ph.D. (Biochemistry) .
Equity Ownership
| Holder | Shares Owned Directly | Securities Exercisable within 60 Days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| David L. Barker, Ph.D. | 97 | 1,301 | 1,398 | <1% |
- Hedging/Pledging: Company prohibits hedging, short sales, options, and pledging for directors and insiders, supporting alignment .
- Indemnification: Standard director indemnification agreements in place .
Governance Assessment
- Committee leadership: Barker’s chair roles in Compensation and Science & Technology concentrate influence over both pay design and technical strategy—effective if balanced, but warrants ongoing monitoring for workload and potential biases toward R&D priorities .
- Independence and attendance: Independent status and at least 75% attendance support baseline governance quality, though investors often prefer explicit near‑full attendance disclosures .
- Director compensation structure: Cash retainers plus capped options in 2024 reduce dilution and maintain market alignment; use of an independent consultant (Pearl Meyer) and defined peer group for pay benchmarking is a positive signal .
- Ownership alignment: Very low personal stake (<1%) may be viewed as limited “skin‑in‑the‑game,” partially offset by option-based exposure; Company’s anti‑hedging/pledging policy strengthens alignment .
- Conflicts/related parties: No related‑party transactions disclosed for directors/officers above thresholds in 2023–2024, lowering conflict risk .
- Shareholder sentiment: Say‑on‑pay support improved markedly to ~83.4% in 2024 after governance engagement, indicating better alignment of executive pay practices—a favorable backdrop for Compensation Committee leadership .
RED FLAGS
- Low direct ownership (<1%) may raise alignment questions for some investors despite option exposure .
- Company capital needs: Proxy Proposal 4 highlights reliance on warrant exercises for liquidity; while not a Barker-specific issue, prolonged capital stress can pressure board decision-making and pay/retention structures .