Frank Witney
CERUSAbout Frank Witney
Independent director since March 2014; age 71. Ph.D. in Molecular and Cellular Biology and M.S. in Microbiology from Indiana University; B.S. in Microbiology from the University of Illinois; post-doctoral fellow at the NIH. Former CEO of Affymetrix (2011–Mar 31, 2016, sold to Thermo Fisher) and Dionex (Apr 2009–May 2011, sold to Thermo Fisher); extensive life science tools and diagnostics leadership and commercialization expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affymetrix, Inc. | President & CEO; Director | Jul 2011–Mar 31, 2016 | Led company to sale to Thermo Fisher; supervised financial reporting as CEO of a public company . |
| Dionex Corporation | President & CEO | Apr 2009–May 2011 | Led company to sale to Thermo Fisher . |
| Affymetrix, Inc. | EVP & Chief Commercial Officer | Dec 2008–Apr 2009 | Commercial leadership; supervised preparation of financial reports . |
| Panomics, Inc. | President & CEO | Jul 2002–Dec 2008 | Built molecular tools business . |
| National Institutes of Health | Post-doctoral Fellow | Early career | Scientific training . |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Revvity Inc. | Director | Current | Public medical diagnostics company . |
| Standard BioTools | Director | Current | Public life science tools company . |
| Telesis Bio Inc. | Director | 2020–Aug 2024 | Prior public directorship . |
| Ampersand Capital Partners | Operating Partner | Current | Healthcare-focused private equity . |
Board Governance
- Independence: Board determined Dr. Witney is independent under Nasdaq standards .
- Board leadership: Independent Chair (Daniel N. Swisher Jr.) .
- Committee assignments (2024):
- Audit Committee member; Audit Committee met 4 times in 2024 .
- Compensation Committee member; Compensation Committee met 2 times in 2024 .
- Financial expertise: Board determined all current Audit Committee members, including Dr. Witney, qualify as “audit committee financial experts” (experience as CEO of Affymetrix and Dionex supervising financial reporting) .
- Attendance: Board met 6 times in 2024; each Board member attended at least 75% of Board and applicable committee meetings; independent directors met in executive session after each Board meeting .
- Committee chair transitions effective at the 2025 Annual Meeting: Audit Committee Chair transitions from Ann Lucena to Eric Bjerkholt; Compensation Committee Chair transitions from Gail Schulze to Ann Lucena (Dr. Witney remains a member) .
Fixed Compensation
| Component | Amount | Basis/Detail |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 | 2024 director cash retainer. |
| Audit Committee Member Fee | $13,000 | 2024 member (non-chair) fee. |
| Compensation Committee Member Fee | $8,000 | 2024 member (non-chair) fee. |
| Total Cash Fees (2024) | $66,000 | Sum of components reflects reported fees. |
Performance Compensation
| Grant Type | Shares | Grant Date | Grant-Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual RSUs (2024) | 40,000 | Jun 5, 2024 | $75,600 | 100% on earlier of first anniversary or day prior to next annual meeting, subject to service | Director awards become fully vested upon change in control . |
| Annual RSUs (2025 policy) | 60,000 | 2025 program | Target value $150,000 using $2.50/share; increased share count vs 2024 due to lower reference price | As per director program | As above . |
Notes:
- 2024 policy set the annual RSU target at $200,000 using $5.00/share, yielding fewer RSUs; 2025 policy lowers dollar target to $150,000 but increases shares to 60,000 given the lower reference price, signaling cash/dilution sensitivity .
Other Directorships & Interlocks
| Company | Sector | Potential Relationship to CERS |
|---|---|---|
| Revvity Inc. | Medical diagnostics | No related-party transactions disclosed; no direct relationship disclosed . |
| Standard BioTools | Life science tools | No related-party transactions disclosed; no direct relationship disclosed . |
| Telesis Bio Inc. (prior) | Synthetic biology | Prior role ended Aug 2024 . |
| Ampersand Capital Partners | Healthcare PE | Not a CERS transaction counterparty per related-party review . |
Expertise & Qualifications
- Deep operating experience in life science tools/diagnostics; CEO roles at public companies (Affymetrix, Dionex), commercialization and corporate strategy expertise; scientific training (Ph.D./M.S. Microbiology-related fields) .
- Audit Committee financial expert designation based on executive roles supervising preparation of financial reports .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 409,778 shares; <1% of total | Beneficial ownership includes options exercisable/RSUs vesting within 60 days per SEC rules . |
| % of shares outstanding (approx.) | ~0.21% | 409,778 / 191,449,262 shares outstanding on Apr 1, 2025 ≈ 0.21% . |
| Outstanding stock options | 229,719 shares | Aggregate options held as of Dec 31, 2024. |
| Outstanding RSUs | 40,000 shares | As of Dec 31, 2024. |
| Hedging/pledging | Prohibited for directors under insider trading policy . | |
| Stock ownership guidelines | Directors required to own ≥3x annual cash retainer; compliance required within 5 years . | |
| Compliance status | In compliance as of Dec 31, 2024 (for directors first subject in 2018) . |
Governance Assessment
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Strengths:
- Independent director with dual committee roles (Audit and Compensation) and designated financial expert; supports board effectiveness in oversight of financial reporting and pay practices .
- Attendance threshold met; independent director executive sessions after each meeting enhance oversight .
- No related-person transactions disclosed since Jan 1, 2024; reduces conflict risk .
- Company prohibits hedging/pledging; director stock ownership guidelines in place and in compliance; alignment mechanisms present .
- Director equity awards are time-based RSUs with clear vesting and change-in-control treatment; 2025 adjustment lowers grant value and uses conservative pricing to manage dilution/cash .
-
Watchpoints:
- Multiple external public board roles (Revvity, Standard BioTools) and a PE operating partner role increase time commitments; CERS policy recommends limits, but no “overboarding” concern noted for Dr. Witney; monitor engagement and attendance continuity .
- Director awards accelerate on change-in-control; while standard, investors should monitor aggregate acceleration provisions across the board .
-
Committee effectiveness and independence:
- Compensation Committee interlocks: none; no executives serve on boards with reciprocal compensation committee relationships—reduces pay-setting conflicts .
- Committee chair transitions (Audit, Compensation) in 2025 maintain independent leadership continuity; Dr. Witney remains a contributing member .
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Shareholder sentiment:
- Say-on-pay support ~92% in 2024 suggests overall investor confidence in compensation governance; indirectly supportive of Compensation Committee oversight where Dr. Witney serves .
Overall: Frank Witney’s scientific and public-company CEO background, audit financial expertise designation, and independent status are positives for board oversight. No related-party exposures disclosed, hedging/pledging prohibited, and ownership guidelines compliance reinforce alignment. Maintain ongoing monitoring of external commitments and change-in-control vesting provisions to ensure continued investor confidence .