Jonathan Dixon

About Jonathan Dixon

Jonathan Dixon, J.D., is General Counsel (since March 2023) and Corporate Secretary (since November 2023) at Bionano Genomics (BNGO). He is 50 years old and previously served as Bionano’s Global Head of Legal (March 2022–March 2023). His prior roles include Associate General Counsel, IP at Becton, Dickinson and Company (2015–2022), Assistant General Counsel at CareFusion (2013–2015), Senior Intellectual Property Counsel at Becton, Dickinson (2006–2013), Director, Legal Affairs at GeneOhm Sciences (2003–2006), and Technology Transfer Officer at the National Institutes of Health (2001–2003). He holds a B.S. in Microbiology and Economics from Brigham Young University and a J.D. from Lewis & Clark College .
No individualized performance metrics (TSR, revenue/EBITDA growth) are disclosed for Mr. Dixon; company-level compensation outcomes for 2024 included no performance-based annual bonus for named executives and a one-time retention bonus tied to establishment of a CPT I code for OGM, indicating a focus on milestone-based incentives at the company level rather than formulaic financial metrics in 2024 .

Past Roles

External Roles

Fixed Compensation

Mr. Dixon was not a Named Executive Officer (NEO) for 2024; thus, his base salary, target bonus, and actual cash bonus are not individually disclosed in the Summary Compensation Table (NEOs in 2024 were the CEO, COO, and CMO) . For context on the company program (NEOs): 2024 base salaries were CEO $600,000, COO $460,000, CMO $460,000; target annual bonus opportunities were CEO 67% of base, COO 55%, CMO 55% .

Performance Compensation

• Company practice and 2024 outcomes (for context; not specific to Mr. Dixon):
  • No performance-based annual bonuses were paid to NEOs for 2024; the principal management goal from the Board focused on determining options for company continuity .
  • One-time retention bonuses were paid in June 2024 upon establishment of a new Category I CPT code for OGM in hematologic malignancies; amounts for NEOs are reported as “Bonus” in the 2024 compensation table .
  • Equity design for NEOs in 2024: a mix of options (70%) and RSUs (30%) with standard vesting (options vest monthly over 48 months; RSUs vest 25% per year over 4 years). Example 2024 grants: CEO 3,400 options at $55.80 and 733 RSUs; COO/CMO 1,250 options at $55.80 and 266 RSUs .
  • On March 14, 2025, “various executive officers” (not named individually) received stock options in aggregate of ~41,000 shares at $3.47, vesting monthly over 48 months (schedule typical of Bionano’s executive equity) .

Note: The company disclosures do not identify Mr. Dixon’s individual equity grants or bonus outcomes.

Equity Ownership & Alignment

Employment Terms

• Individual employment agreement terms, severance, change-in-control protections, non-compete, and non-solicit are not disclosed for Mr. Dixon in the proxy .
• Company has a Dodd-Frank-compliant clawback policy and SOX 304 recoupment where applicable .
• Hedging and pledging are prohibited by policy (no short sales, no options/hedges, no margin or pledging) .
• Benefits context: Bionano maintains standard employee benefits; 401(k) matching contributions were suspended effective December 1, 2024 .

Say-on-Pay & Shareholder Feedback (Context)

Compensation Peer Group (Context)

The 2024 compensation peer group (used in 2024 pay decisions) comprised life sciences tools/services companies with market values ~$50M–$1B, revenues < $250M, headcount 100–1,000 (e.g., 908 Devices, Absci, Adaptive Biotechnologies, Akoya Biosciences, Quanterix, Quantum-Si, Seer, Nautilus, etc.). Several peers later ceased to be public and were removed from the group .

Board Governance/Meetings (Context)

Mr. Dixon serves as Corporate Secretary and was Secretary/inspector at the 2025 Annual Meeting; a quorum was present (47.82% of outstanding) . He signs proxy materials as Secretary .

Investment Implications

• Alignment and disclosure: Mr. Dixon is not an NEO, so fixed/performance pay and individual equity awards are not disclosed; the only ownership disclosure aggregates his and the PAO’s holdings, limiting transparency on his “skin-in-the-game.” Company-wide prohibitions on hedging/pledging meaningfully reduce misalignment risks .
• Vesting and selling pressure: Executive equity at Bionano typically vests monthly over 48 months (options) and annually over four years (RSUs); “various executive officers” received new options on March 14, 2025 at $3.47 with standard vesting—these schedules imply ongoing potential supply but are not attributed specifically to Mr. Dixon .
• Retention risk context: Bionano’s 2024 decision to pay one-time retention bonuses (tied to CPT I code) shows willingness to deploy targeted retention levers; however, no specific retention awards are disclosed for Mr. Dixon. The company has cautioned on the need to raise additional capital (cash runway to at least Q1 2026), a backdrop that can elevate key-person risk across the executive team .
• Shareholder sentiment: Say-on-pay approvals (83.4% in 2024; approved again in 2025) indicate generally supportive investor sentiment on the executive compensation framework; ongoing investor engagement suggests continued scrutiny of pay practices given the business environment .

Key gaps: No individual disclosure for Mr. Dixon’s salary, bonus targets/payouts, equity grant sizes or vesting schedules, employment agreement terms, severance/change-in-control economics, or stock ownership guideline status. Monitoring future proxies and Form 4 filings is essential for assessing compensation alignment and potential selling pressure.

Citations:

• Executive bio, age, positions:
• Secretary role/signatures on proxies:
• Section 16(a) late filing note:
• Hedging/pledging policy:
• NEO compensation program, 2024 outcomes, targets, retention bonus:
• Equity vesting structures (NEOs 2024), vesting schedule specifics:
• Executive option grants Mar 14, 2025 (aggregate, not named):
• Beneficial ownership aggregation for Dixon/Adamchak:
• Cash runway language and capital needs:
• Say-on-pay 2024 disclosure: ; 2025 vote results:
• Peer group (context):