Kristiina Vuori

About Kristiina Vuori

Kristiina Vuori, M.D., Ph.D., is an independent Class II director of Bionano Genomics (BNGO) who has served on the board since May 2019. She is 57 years old, holds M.D. and Ph.D. degrees from the University of Oulu (Finland), and brings deep biomedical research and non-profit leadership experience, including current roles as President & CEO of Sanford Laboratories for Innovative Medicines and Distinguished Chair/Professor at the Sanford Burnham Prebys Medical Discovery Institute (SBP) .

Past Roles

[All entries sourced from BNGO 2025 DEF 14A]

External Roles

Board Governance

• Independence: The board determined Dr. Vuori is “independent” under SEC and Nasdaq standards; seven of eight directors were independent in 2024 .
• Committee assignments (2024): Compensation (member), Nominating & Corporate Governance (member), Science & Technology (member). She does not chair a committee; chairs were Barker (Compensation, Science & Technology), Luderer (Nominating), and Twomey (Audit) .
• Attendance: The board met six times in 2024; each director attended at least 75% of board and committee meetings during their service period .
• Executive sessions: Independent directors met in five executive sessions in 2024 .
• Board structure: Classified board; Dr. Vuori is a Class II director with a term expiring at the 2026 annual meeting .

Governance Activity Metrics (2024)

Fixed Compensation

• Policy (2024): Non-employee directors receive $40,000 annual cash retainer; additional annual cash retainers of $10,000 (Audit chair), $15,000 (Comp chair), $10,000 (Nominating chair), $10,000 (Science & Tech chair); and member fees of $10,000 (Audit), $7,500 (Comp), $5,000 (Nominating), $5,000 (Science & Tech) .
• Dr. Vuori’s 2024 cash earned: $57,500, consistent with base retainer plus member fees for three committees (Comp, Nominating, Science & Tech) .

Performance Compensation

• Annual equity (policy): Annual stock option grant with aggregate Black-Scholes value of $165,000; initial director grant $247,500; options vest with continuous service, fully vest upon change in control; 10-year term; 12-month post-termination exercise period for service termination other than death/disability/cause .
• 2024 cap: The Compensation Committee capped 2024 director option grants at 30,000 options per director, reducing awards materially versus policy .
• Dr. Vuori’s 2024 option award: 30,000 options granted on June 18, 2024; exercise price $0.7752 per share (pre-split); grant date fair value $16,857 .

Director Compensation (2024)

Note: All non-employee directors received 30,000 options on 6/18/2024 at $0.7752 (pre-split); none held other unvested stock awards as of 12/31/2024 .

Other Directorships & Interlocks

Interlocks/conflicts: The proxy discloses no related-person transactions involving directors since Jan 1, 2023, beyond standard compensation; related-party transactions over the policy threshold would require Audit Committee review/recusal .

Expertise & Qualifications

• Biomedical research leadership, including translational oncology and RNA therapeutics (Sanford Labs/ SBP) .
• Public company governance and audit committee experience at Inhibrx and Forian .
• Independent status per Nasdaq and SEC rules .

Equity Ownership

Policies impacting alignment: Hedging, short sales, options trading, and pledging/margining of company stock are prohibited for directors, which mitigates misalignment risk from derivative/leveraged positions .

Governance Assessment

• Strengths:

  • Independent director with multi-committee service (Compensation; Nominating & Governance; Science & Technology), supporting board effectiveness and oversight breadth .
  • Solid engagement: board met six times and all directors met ≥75% attendance; five independent executive sessions indicate active independent oversight .
  • Compensation discipline: 2024 director option grants were capped at 30,000, signaling responsiveness to dilution/governance concerns; options vest on change in control are disclosed transparently .
  • Broader governance sentiment: Say‑on‑pay approval improved to ~83.4% in 2024 from 53% prior year, suggesting strengthened investor support for compensation governance .

• Watch items / potential red flags:

  • Low personal ownership (<1% beneficial ownership) indicates limited “skin-in-the-game,” common for micro/small-cap independents but worth monitoring for alignment as equity awards vest/exercise over time .
  • Option-heavy director equity versus RSUs: while options are performance-levered, they can misalign in extreme volatility; the 2024 cap helps, but continued monitoring of equity mix is prudent .
  • Multiple external commitments (public and non-profit leadership/board roles): no disclosed conflicts or related-party transactions, but time demands should be monitored; company policy mandates recusal and Audit Committee review if conflicts arise .

• No disclosed red flags:

  • No related-party transactions since Jan 1, 2023 meeting materiality thresholds .
  • Hedging/pledging prohibited, reducing alignment risk .
  • Committee independence affirmed; Compensation Committee uses independent consultant (Pearl Meyer) .

Compensation Committee Analysis (context)

• Composition: Barker (Chair), Vuori, Mamuszka; all independent .
• Use of independent consultant (Pearl Meyer) for benchmarking, strategy alignment, and equity competitiveness; process emphasizes independence and periodic review of policies and peers .

Related-Party Transactions and Policies

• Policy requires Audit Committee review/approval of related-person transactions >$120,000; directors must recuse if interested; assesses comparability to third-party terms and best interests of stockholders .
• Disclosure states no such transactions since Jan 1, 2023, other than standard compensation .