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Erik Holmlin

Erik Holmlin

President, Chief Executive Officer, and Principal Financial Officer at Bionano GenomicsBionano Genomics
CEO
Executive
Board

About Erik Holmlin

R. Erik Holmlin, Ph.D. is President, Chief Executive Officer, Principal Financial Officer, and Director of Bionano Genomics; he has served as CEO and director since January 2011 and is age 57 . He holds a B.S. in Chemistry (Occidental), a Ph.D. in Chemistry (Caltech), and MBAs from UC Berkeley and Columbia; prior roles include CEO of GenVault, EIR at Domain Associates, CCO of Exiqon, founder/executive at GeneOhm (acquired by BD), and NIH postdoctoral fellow at Harvard . Performance context: Bionano’s cumulative total shareholder return (value of an initial $100 investment) declined to $0.96 in 2024 from $6.32 in 2023 and $48.30 in 2022, while net losses were $112.0M (2024), $232.5M (2023), and $132.6M (2022) .

Past Roles

OrganizationRoleYearsStrategic Impact
GenVault CorporationPresident & CEOJun 2010 – Feb 2011Led biosample management solutions company ahead of transition; interim pre-Bionano tenure .
Domain Associates, LLCEntrepreneur in ResidenceNot disclosedVenture-backed company-building and financing exposure .
Exiqon A/SChief Commercial OfficerNot disclosedPublic RNA research solutions company; commercial scale-up .
GeneOhm Sciences, Inc.Founder and ExecutiveNot disclosedBuilt molecular diagnostics platform; company acquired by Becton, Dickinson .
Harvard University (NIH fellowship)Postdoctoral FellowNot disclosedInterdisciplinary research experience in top-tier lab .

External Roles

OrganizationRoleYearsNotes
Innovatus Life Sciences Acquisition CorpDirectorSince Mar 2021SPAC board member .

Fixed Compensation

YearBase Salary ($)Target Bonus (% base)Actual Performance Bonus ($)Retention Bonus ($)Stock Awards ($, grant-date FV)Option Awards ($, grant-date FV)All Other Comp ($)Total ($)
2024600,000 67% 0 191,955 (CPT I code trigger) 40,901 140,699 16,122 989,677
2023598,942 67% (unchanged) 0 0 489,000 153,036 13,680 1,254,659
  • Perquisites: primarily 401(k) match and life insurance premiums (2024: $13,800 match + $2,322 life insurance) . Company suspended 401(k) match effective Dec 1, 2024 .
  • Say-on-pay: 2024 support ~83.4% vs 53% prior year, following enhanced disclosure and engagement .

Performance Compensation

Incentive TypeMetricWeightingTargetActualPayoutVesting/Timing
Annual cash bonus (2024)Corporate goals across operating/financial/market/product/qualityNot disclosed Committee-set (not disclosed) Board’s principal 2024 directive: evaluate options allowing the company to continue $0 N/A
Retention cash bonus (2024)Establishment of CPT I code for OGM (cytogenomic genome-wide analysis for hematologic malignancies)N/A (one-time) CPT I achievementAchieved; paid Jun 2024 $191,955 Paid upon CPT code establishment (June 2024)
Equity LTI (2024)Options (70%) + RSUs (30%) mixN/AN/AGrantedSee belowOptions vest monthly over 48 months; RSUs 25% annually over 4 years

2024 equity grant details:

  • Options: 3,400 shares @ $55.80 strike; vest monthly over 48 months from 6/3/2024 grant date .
  • RSUs: 733 units; vests 25% on first anniversary and annually thereafter over 3 years .
  • As of 12/31/2024 stock price was $17.30; 2024 options at $55.80 strike were out-of-the-money at year-end .

Compensation structure/peer framework:

  • Compensation designed around ~50th percentile of peer group; historically below median; Pearl Meyer is independent consultant .
  • 2024 peer set included small/mid-cap life science tools/diagnostics names; several peers delisted since then .

Equity Ownership & Alignment

Item (as of 4/14/2025 unless noted)AmountNotes
Shares owned directly808 Includes 8 shares via Robert Erik Holmlin IRA .
Securities exercisable within 60 days6,667 Options/warrants exercisable within 60 days.
Total beneficially owned7,475 Under 1% of outstanding (asterisk in proxy indicates <1%) .
Hedging/pledgingProhibitedNo short sales, options/derivatives, or pledging/margining by officers/directors .
Director compensation for serviceNoneCEO receives no extra pay for board service .

Key unvested awards (as of 12/31/2024):

  • RSUs: 733 units (market value $12,680 at $17.30), and 375 units ($6,487) .
  • PSUs: 483 units (market value $8,355); four-year performance period ending 5/12/2025; committee had not verified achievement as of 12/31/2024 .
  • Representative option positions:
    • 6/3/2024 grant: 420 exercisable / 2,979 unexercisable @ $55.80, exp. 6/2/2034 .
    • 2/15/2023 grant: 1,060 exercisable / 1,273 unexercisable @ $978.00, exp. 2/14/2033 .
    • 2/15/2022 grant: 1,647 exercisable / 685 unexercisable @ $1,308.00, exp. 2/14/2032 .
  • In-the-money assessment at 12/31/2024: with stock at $17.30, the option strikes noted above ($55.80/$978/$1,308) were out-of-the-money; intrinsic value $0 at year-end .

Insider reporting/timing:

  • One Form 4 for Dr. Holmlin was filed late (transaction 2/15/2024; filed 3/5/2024) due to administrative delay; company otherwise reported compliance in 2024 .

Employment Terms

TermDetail
Employment statusAt-will; employment agreement originally Jan 2011, amended Mar 2011 and Nov 2017 .
Severance (non-CIC)If terminated other than death/disability/cause/resignation without good reason and subject to release: lump-sum 9 months base salary; accelerated vesting of equity that would vest within 18 months; 9 months COBRA premiums .
DisabilityAccelerated vesting in full for unvested options granted pursuant to his agreement .
Change in controlFor “deemed liquidation event” (as defined in agreement), options granted pursuant to his agreement vest in full (single-trigger as to those options) . Under the 2018 Plan, awards do not automatically accelerate in a change in control unless otherwise provided by agreement; administrator may take various actions (assumption/cash-out/acceleration) .
ClawbacksSOX 304 reimbursement if required; Dodd-Frank compliant clawback policy implemented .
Deferred comp/pensionNo nonqualified deferred compensation; standard benefits; 401(k) match suspended 12/1/2024 .

Board Service and Governance

  • Board roles: Director since January 2011; not listed on any standing board committees (Audit, Compensation, Nominating & Corporate Governance, Science & Technology) .
  • Independence/leadership: Board has independent Chairman (Albert Luderer) since June 18, 2024; roles of CEO and Chair are separated . Board independence: 7 of 8 directors are independent; Dr. Holmlin is the sole management director .
  • Meetings/attendance: Board met six times in 2024; each director attended at least 75% of board and committee meetings; independent directors held five executive sessions .
  • Equity grant subcommittee: Compensation Committee delegated authority to an equity incentive subcommittee composed of Dr. Holmlin to grant options/RSUs to non-officer employees within preset limits; committee reviews grants periodically .

Compensation Structure Analysis

  • Mix shifts: 2024 equity awards split 70% options and 30% RSUs; compared to prior years, a sustained inclusion of RSUs lowers performance leverage vs options but aids retention during share price volatility .
  • One-time retention pay: Cash retention tied to CPT I code creation for OGM (hematologic malignancies) paid in June 2024; clear, event-driven incentive aligned to a commercialization/reimbursement milestone .
  • At-risk pay vs fixed: No performance cash bonuses in 2024/2023, with total pay driven by base salary, one-time retention, and equity grant values .
  • Peer group and target positioning: Program targets ~50th percentile of peers; independent consultant (Pearl Meyer) supports design and market benchmarking; investors signaled improved support (83.4%) in 2024 say-on-pay following engagement and expanded disclosure .

Risk Indicators & Red Flags

  • Stock/option economics: Many outstanding options (including 2024 grant) were out-of-the-money at 12/31/2024 (stock $17.30 vs strikes ≥$55.80), reducing near-term option-exercise selling pressure, but future RSU vesting continues as scheduled .
  • Hedging/pledging: Prohibited, reducing misalignment risks from derivatives or collateral pledges .
  • Related parties: No material related-party transactions reported for 2023–2024 beyond standard compensation .
  • Section 16 compliance: One late Form 4 in 2024 due to administrative delay; otherwise compliant .

Director Compensation (as applicable to dual role)

  • As CEO and director, Dr. Holmlin receives no additional compensation for board service; non-employee directors are compensated per policy (cash retainers and option grants, capped at 30,000 options in 2024) .

Investment Implications

  • Alignment: CEO ownership is modest (<1% beneficial), but RSUs/PSUs/option overhang ties outcomes to long-term equity value; no hedging/pledging permitted, and clawback policy is in place .
  • Retention and incentives: 2024 retention cash tied to a specific reimbursement milestone (CPT I code for OGM) indicates focus on enabling coverage and clinical adoption—positive for go-to-market execution; lack of performance cash payouts underscores preservation/continuity focus under financial constraints .
  • Governance: Independent chair and majority-independent board mitigate dual-role risk (CEO also PFO and director); CEO-led equity grant subcommittee for non-officers warrants ongoing board oversight but operates within preset limits and with committee review .
  • Performance headwinds: Severe TSR decline and persistent net losses (2022–2024) heighten execution risk; equity largely out-of-the-money suggests limited immediate insider selling pressure from options, though RSU vesting represents continuing dilution/supply overhang .
  • Shareholder sentiment: Improved say-on-pay approval (83.4%) suggests investors viewed 2024 changes and disclosure favorably; continued transparency on peer benchmarking, metric selection, and event-driven incentives should support confidence .