Hannah Mamuszka
Bionano GenomicsAbout Hannah Mamuszka
Independent director at Bionano Genomics (BNGO) since May 2020, Ms. Mamuszka is Founder and CEO of Alva10, Inc. (since March 2016) with 20+ years in diagnostics, previously holding senior roles at Exosome Diagnostics, Asuragen, Oncotech/Exiqon, and earlier laboratory roles at ArQule, Millennium, Organogenesis, and the National Cancer Institute. She holds a B.S. in neurobiology and physiology (University of Maryland, College Park) and an M.S. in molecular biology (Harvard University); age 48 as disclosed in the proxy biography table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exosome Diagnostics, Inc. | VP, Business Development & Clinical Strategy | Dec 2010 – Jun 2015 | Helped develop liquid biopsy strategy |
| Asuragen, Inc. | Director, Strategic Business Development, Companion Diagnostics | Not disclosed (prior to Exosome) | Companion diagnostics BD |
| Oncotech Inc. / Exiqon A/S (by acquisition) | Various director-level roles; most recently Global Director, Pharmaceutical Services | Jan 2005 – Jan 2010 | Pharma services leadership |
| ArQule, Millennium Pharmaceuticals, Organogenesis, National Cancer Institute | Laboratory positions | Not disclosed | Scientific foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alva10, Inc. (private) | Founder & CEO | Mar 2016 – present | Diagnostics–payor partnerships focus |
| 10Edison Capital (private) | Managing Director | Jan 2022 – present | Investment/strategy role |
| Carolina Health Informatics Program (CHIP) | Advisory Board Member | Jan 2021 – present | Health informatics advisory |
| Circle Cardiovascular Imaging Inc. (private) | Director | May 2021 – Jun 2022 (acquired by “Thomas Bravo”) | Board service until acquisition |
Board Governance
- Independence: The Board determined Ms. Mamuszka is independent under SEC and Nasdaq rules .
- Committees and meetings (FY2024):
- Compensation Committee member; committee met 6 times in 2024 .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 during their period of service .
- Executive sessions: Independent directors met in 5 executive sessions in 2024 .
- Risk oversight: Committees oversee domain risks; Comp Committee monitors incentive risk; Chairs report to Board .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation | Member | 6 |
Fixed Compensation
- BNGO’s 2024 non‑employee director compensation policy: $40,000 annual cash retainer; additional cash retainers for committee roles (Audit chair/member $20,000/$10,000; Compensation chair/member $15,000/$7,500; Nominating chair/member $10,000/$5,000; Science & Tech chair/member $10,000/$5,000) .
- Ms. Mamuszka’s 2024 director pay:
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $47,500 |
| Option awards (grant‑date fair value) | $16,857 |
| Total | $64,357 |
- Mix and interpretation: Her cash retainer of $47,500 is consistent with the $40,000 base plus $7,500 Compensation Committee membership retainer under the policy .
Performance Compensation
- Equity vehicle: Options (no RSUs for directors in 2024; annual grants capped at 30,000 options in June 2024 to reduce dilution) .
- 2024 grant details for all non‑employee directors (including Ms. Mamuszka):
| Grant Date | Instrument | Grant Size | Exercise Price | Accounting Value (2024) | Vesting/Term | Notes |
|---|---|---|---|---|---|---|
| Jun 18, 2024 | Stock Options | 30,000 options | $0.7752 (pre‑split) | $16,857 | Options under 2018 Plan; vest and become exercisable subject to continuous service; full vest on change in control; 10‑year term; 12‑month post‑termination exercise window (other than death, disability or cause) | Annual director grant capped at 30,000 options for 2024 |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ms. Mamuszka in the proxy .
- Compensation consultant: Pearl Meyer retained by the Compensation Committee (of which she is a member) as independent advisor on executive and director compensation .
Expertise & Qualifications
- Over 20 years in life sciences with deep diagnostics operating and business development experience; founder/operator background and payor–diagnostics partnership expertise viewed by the Board as qualifications for service .
Equity Ownership
- Beneficial ownership as of April 14, 2025:
| Holder | Shares Owned Directly | Securities Exercisable within 60 Days | Warrants | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Hannah Mamuszka | 109 | 1,435 | — | 1,544 | <1% |
- Options outstanding (FY2024 year‑end reference): Aggregate shares under options held by Ms. Mamuszka: 1,477 as of Dec 31, 2024 .
- Hedging/pledging: Company policy prohibits short sales, options/hedging, and pledging or margining company stock by directors, officers, employees, or consultants .
- Section 16(a) compliance: Proxy notes timely Section 16 compliance for directors in 2024; late filings cited did not include Ms. Mamuszka .
Governance Assessment
Strengths
- Independent director with strong diagnostics domain expertise and founder/operator perspective; sits on Compensation Committee, supporting human capital and incentive oversight .
- Attendance at or above 75% threshold in 2024 indicates engagement; independent director executive sessions held five times .
- Compensation Committee uses an independent consultant (Pearl Meyer); 2024 director equity grant size explicitly capped at 30,000 options, signaling sensitivity to dilution and investor optics .
- No related‑person transactions disclosed involving Ms. Mamuszka; related‑party policy requires Audit Committee review and director recusal if applicable .
Watch items
- Alignment: Low direct ownership typical for small‑cap directors; total beneficial ownership of 1,544 shares (<1%) limits economic alignment, though hedging/pledging prohibitions mitigate misalignment risk .
- Process control: Compensation Committee delegated certain non‑officer equity grants to a CEO subcommittee within limits; committee reviews regularly, but delegation concentrates operational discretion—continued oversight is important .
- No disclosed director stock ownership guidelines; not uncommon at micro/small caps, but absence limits formal ownership targets (not disclosed in this proxy) .
RED FLAGS
- None identified: no pledging, no related‑party deals, and no attendance shortfall disclosed for Ms. Mamuszka .
Appendix: Reference Policy Table for Directors (2024)
| Policy Element | Amount/Terms |
|---|---|
| Annual cash retainer | $40,000 |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $10,000; Science & Tech $10,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000; Science & Tech $5,000 |
| Initial equity grant | Options with Black‑Scholes value $247,500 at appointment |
| Annual equity grant | Options with Black‑Scholes value $165,000 at annual meeting; capped at 30,000 options for 2024 |
| Vesting/term | Options vest subject to continuous service; full vest on change in control; 10‑year term; 12‑month post‑termination exercise (except for death, disability or cause) |