Mark Oldakowski
Bionano GenomicsAbout Mark Oldakowski
Mark Oldakowski is Chief Operating Officer (COO) of Bionano Genomics and has served in this role since November 2017. He holds a B.S. in Electrical Engineering and an M.S. in Computer and Systems Engineering from Rensselaer Polytechnic Institute . Age: 51 . Company performance context during his tenure: FY2024 revenue was $30.8M vs. $36.1M in FY2023 (-15% YoY) ; Q4 2024 GAAP gross margin improved to 42% from 23% in Q4 2023 . Pay-versus-performance disclosure shows company TSR value of $0.96 on a $100 base for 2024 (measured from 12/31/2021) and a net loss of $112.0M in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bionano Genomics | COO (previously VP, Product Development & Operations) | COO since Nov 2017; VP since Oct 2014 | Scaled operations/product development for OGM platform |
| Brooks Life Science Systems (Azenta Life Sciences) | Senior Director of Engineering and Chief Product Officer | Dec 2011–Aug 2014 | Led engineering/product for automation and cryogenic solutions |
| Affymetrix (now Applied Biosystems) | Director of Engineering | Apr 2009–Oct 2011 | Directed engineering for life science systems |
| Siemens Healthcare Diagnostics | Senior Manager and Core Team Leader, R&D | Dec 2007–Apr 2009 | R&D leadership for diagnostics systems |
| Applied Biosystems (part of Thermo Fisher) | Various roles | ~1994–2007 (prior 13 years to 2009) | Developed sequencing and real-time PCR systems |
External Roles
- No public company directorships or external board roles disclosed for Mr. Oldakowski .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base salary | $459,231 | $460,000 |
| Performance-based bonus paid | $0 | $0 (no performance bonuses paid) |
| One-time retention bonus | — | $121,757 (paid upon CPT I code establishment) |
| All other comp (401k match + life insurance) | $13,680 | $15,042 |
| 2024 Target Bonus Opportunity | Percent of Base Salary |
|---|---|
| COO annual target bonus | 55% (unchanged from 2023) |
Notes:
- 401(k) employer match suspended company-wide as of Dec 1, 2024 .
- Compensation philosophy targets ~50th percentile of peer group; peer group list disclosed (e.g., 908 Devices, Absci, Quanterix, Seer) .
Performance Compensation
| Incentive | Metric/Trigger | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual performance cash bonus (2024) | Company/corporate objectives; principal goal was options to allow company to continue operations | 55% of base salary | 0% payout for NEOs for 2024 | N/A |
| One-time retention cash bonus (2024) | Establishment of new Category I CPT code for OGM (hematologic malignancies) | N/A | $121,757 paid in June 2024 upon CPT I code establishment | Paid June 2024 |
| Annual equity (2024) – Options | Long-term value creation; time-based | 1,250 options | Granted; strike $55.80 | Vests monthly over 48 months from grant; expires 6/2/2034 |
| Annual equity (2024) – RSUs | Long-term value creation; time-based | 266 RSUs | Granted | 25% at 1-year anniversary; annually over next 3 years |
Program governance and risk:
- No 2024 performance-based non-equity bonuses were paid to NEOs .
- Clawback policy implemented in compliance with Dodd-Frank; Sarbanes-Oxley Section 304 applicable to CEO/CFO .
Equity Ownership & Alignment
| Ownership detail | Value |
|---|---|
| Shares owned directly | 468 |
| Securities exercisable within 60 days (as of Apr 14, 2025) | 2,853 (stock options) |
| Total beneficial ownership | 3,321 shares; <1% of outstanding |
| Unvested RSUs outstanding (12/31/2024) | 266 (2024 grant) + 167 (9/11/2023) + 167 (2/15/2023) = 600 RSUs (market value $4,601 for the 266 RSUs at $17.30) |
| Hedging/Pledging | Company prohibits hedging and pledging/margin of company stock |
Vested vs unvested/option moneyness:
- As of 12/31/2024, numerous option tranches remain unexercisable (examples below). With the stock at $17.30 on 12/31/2024, all listed option strikes (e.g., $55.80, $180.00, $978.00, $1,308.00, $4,698.00) are deeply out-of-the-money, indicating low near-term exercise/selling pressure from options .
Selected outstanding equity awards (Oldakowski)
| Grant type | Grant date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|---|
| Stock Option | 6/3/2024 | 156 | 1,093 | $55.80 | 6/2/2034 |
| RSU | 6/3/2024 | — | 266 | — | 25% at 1-year; annually thereafter |
| Stock Option | 9/18/2023 | 204 | 461 | $180.00 | 9/17/2033 |
| RSU | 9/11/2023 | — | 167 | — | 50% on each of first and second anniversaries |
| Stock Option | 2/15/2023 | 418 | 514 | $978.00 | 2/14/2033 |
| RSU | 2/15/2023 | — | 167 | — | 25% at 1-year; annually thereafter |
| Stock Option | 2/15/2022 | 762 | 321 | $1,308.00 | 2/14/2032 |
| Stock Option | 4/1/2021 | 417 | 41 | $4,698.00 | 3/31/2031 |
Insider trading/filing:
- Section 16(a) late Form 4 filing: report dated March 5, 2024 for a transaction on Feb 15, 2024 (administrative delay), including Mr. Oldakowski .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will (employment agreement dated Nov 7, 2017) |
| Severance (without cause) | 6 months of base salary + health coverage premiums for up to 6 months (earlier of new eligibility) subject to release |
| Change-in-control | No explicit double-trigger cash multiple disclosed for COO; equity acceleration governed by plan/award terms (2018 Plan allows Board/administrator discretion; no automatic acceleration) |
| Benefits/perquisites | Medical/dental/vision, life/disability, 401(k) (match suspended as of Dec 1, 2024) |
Governance, Pay Practices, and Shareholder Signals
- Compensation Committee members: Barker (Chair), Vuori, Mamuszka; independent; Pearl Meyer serves as independent compensation consultant .
- Compensation framework targets ~50th percentile vs. life sciences tools/diagnostics peer group; enhanced disclosure of peer group provided .
- Hedging/pledging prohibited for all insiders .
- Say-on-pay support: ~83.4% approval at 2024 annual meeting; at the 2025 annual meeting, votes were 375,470 For / 328,513 Against / 9,636 Abstain (indicating tightened support) .
Operating Performance Context (for incentive alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| Total revenue | $36,116,000 | $30,776,000 |
| Product revenue | $26,727,000 | $27,008,000 |
| GAAP gross margin (Q4) | 23% | 42% |
| Net loss | $(232,493,000) | $(112,017,000) |
| OGM systems installed (year-end) | 326 | 371 |
| Flowcells sold | 26,444 | 30,307 |
Company-wide cost actions and milestones:
- CEO cited approximately $100M annualized operating cost reductions since May 2023; company regained Nasdaq minimum bid compliance after a 1-for-60 reverse split effective Jan 22, 2025 .
Compensation Structure Analysis
- Shift toward cash retention over performance bonuses in 2024: no annual performance bonuses were paid; a one-time retention bonus was tied to achieving CPT I code for OGM, improving near-term operational incentives but reducing strict pay-for-performance linkage to financial metrics .
- Significant reduction in grant-date fair value of equity awards YoY for the COO (Stock awards: $265.4k in 2023 vs. $14.8k in 2024; Option awards: $146.5k in 2023 vs. $51.7k in 2024), consistent with cost containment and market conditions .
- Equity awards are predominantly time-based (2024 mix ~70% options/30% RSUs for NEOs), with no 2024 PSUs for the COO disclosed; this lowers performance sensitivity but supports retention .
Risk Indicators & Red Flags
- Going concern and financing risk highlighted at company level (not executive-specific) in 2025 disclosures; continued need for capital to execute strategy .
- Tightening say-on-pay support in 2025 suggests heightened investor scrutiny of pay-for-performance alignment .
- Hedging/pledging prohibitions and deeply out-of-the-money option strikes reduce near-term insider selling pressure .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~83.4%, up from ~53% the prior year; the company cited enhanced disclosure and engagement .
- 2025 annual meeting results: Say-on-pay For 375,470; Against 328,513; Abstain 9,636 (indicates more mixed support versus 2024) .
Compensation Peer Group (benchmarking)
- Peer group included life-science tools/diagnostics firms such as 908 Devices, Absci, Quanterix, Seer, etc.; used to target ~50th percentile pay positioning .
Investment Implications
- Alignment: Oldakowski’s equity is largely time-based and deeply out-of-the-money, indicating retention-focused design with limited near-term monetization; RSU vesting is modest (600 RSUs outstanding at 12/31/24), limiting selling pressure . Prohibition on hedging/pledging supports alignment with long-term shareholders .
- Pay-for-performance: 2024 pay emphasized a one-time operational milestone (CPT I code) rather than financial outcomes; zero performance bonus payout and reduced equity grant values reflect cost discipline but weaken direct linkage to revenue/profit metrics .
- Retention risk: Six-month severance without explicit CIC acceleration for the COO, coupled with reduced equity grant value, suggests manageable but non-trivial retention risk in a turnaround context; however, time-vested awards and a clear operational milestone payout help stabilize tenure .
- Trading signals: With options far OTM and limited RSU vesting, insider selling pressure from the COO appears low. A late Section 16 filing in early 2024 was administrative and not indicative of systematic selling .
- Execution risk: Company-level metrics show revenue contraction in 2024 but improved Q4 gross margins and installed base growth. Sustained operational improvements (cost reductions, reimbursement milestones) are key to re-establishing financial performance alignment with incentives .