Eli Casdin

About Eli Casdin

Eli Casdin, age 52 as of April 15, 2025, has served as a director of Standard BioTools Inc. since April 2022. He is the Chief Investment Officer and founder (2011) of Casdin Capital, a life sciences–focused investment firm; previously he was a vice president at AllianceBernstein’s thematic investing arm (2007–2011) and held roles at Bear Stearns and Cooper Hill Partners. He earned a B.S. from Columbia University and an M.B.A. from Columbia Business School. The Board cites his extensive experience as an investor and executive across life sciences and broad public-company board service as core qualifications.

Past Roles

External Roles

Board Governance

• Board/Committee structure and independence

  • Committees: Audit; Human Capital (Compensation); Nominating & Corporate Governance (NCG). Each operates under a charter meeting SEC/Nasdaq standards.
  • Human Capital Committee (met 6× in 2024): Chair Frank Witney, Ph.D.; members Frank Witney, Ph.D.; Eli Casdin; Troy Cox. Board determined all members are independent under SEC/Nasdaq rules.
  • Nominating & Corporate Governance Committee (met 8× in 2024): Chair Thomas Carey; members Thomas Carey; Eli Casdin; Kathy Hibbs. Board determined all members are independent under SEC/Nasdaq rules.
  • Audit Committee (met 6× in 2024): Chair Fenel M. Eloi; members Eloi; Troy Cox; Kathy Hibbs; Frank Witney, Ph.D.; Board determined independence and literacy; Eloi is an audit committee financial expert.
  • Current independent Chairperson of the Board: Thomas Carey.

• Attendance and engagement

  • The Board held 12 meetings and committees held 20 meetings in 2024. All directors met the 75% attendance threshold except Eli Casdin, who attended 19 of 27 combined Board/committee meetings during his service in 2024. RED FLAG: attendance shortfall vs. typical governance expectations.

• Independence status

  • The Board determined Eli Casdin is independent for committee service (Human Capital; NCG) under SEC/Nasdaq standards notwithstanding significant beneficial ownership (see Equity Ownership).

• Historical governance rights tied to financing (context)

  • In 2022, Casdin and Viking invested in Series B preferred; the Certificates of Designations granted each a “Preferred Director” seat (Casdin designated Mr. Casdin) and specified consent rights while ownership thresholds applied.
  • On March 18, 2024, all Series B preferred were exchanged into 92,930,553 common shares; no Series B remained outstanding post-exchange (eliminating preferred class rights).

Fixed Compensation

• Current non-employee director compensation policy (adopted April 2024) | Component | Amount | |---|---| | Annual Board retainer (non-employee director) | $50,000 | | Chairperson of the Board additional retainer | $50,000 | | Audit Committee member retainer | $10,000 | | Human Capital Committee member retainer | $7,000 | | Nominating & Corporate Governance Committee member retainer | $5,000 | | Audit Committee Chair retainer | $10,000 | | Human Capital Committee Chair retainer | $8,000 | | Nominating & Corporate Governance Committee Chair retainer | $5,000 |

• 2024 director compensation (actuals) | Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | Option Awards (Grant-Date FV) | Total | |---|---:|---:|---:|---:| | Eli Casdin | $60,750 (elected as RSUs in lieu of cash) | $76,337 | $100,000 | $237,087 |

• Program features

  • Directors may elect RSUs in lieu of cash retainers; RSUs vest quarterly in the service year; settlement may be deferred until Board departure or qualifying change in control.
  • Anti-hedging and anti-pledging insider trading policy; pre-clearance and blackout periods apply.
  • Director stock ownership guideline: 4× annual Board cash retainer; five-year compliance window; includes shares owned outright and vested in-the-money options (excludes unvested/time-based awards and out-of-the-money options).

Performance Compensation

• Annual equity grant framework (non-employee directors) | Award Type | Description | Grant-Date Target Value | Vesting | |---|---|---:|---| | Initial stock options | Granted upon initial appointment | $350,000 | 4 equal annual installments | | Annual RSUs | Granted at annual meeting | $100,000 | 100% on 1-year anniversary or day before next AGM | | Annual stock options | Granted at annual meeting | $100,000 | 12 equal monthly installments | | Chairperson annual options | Additional for Chairperson | $50,000 | 12 equal monthly installments | | Change in control treatment | All unvested director awards | — | 100% vesting at closing of CoC |

• Director equity awards outstanding (as of Dec 31, 2024) | Name | Options Outstanding | RSUs Outstanding | |---|---:|---:| | Eli Casdin | 317,653 | 101,683 |

• Committee oversight and control features

  • Human Capital Committee administers equity plans and oversees compensation risk; committee reported no compensation programs likely to have a material adverse effect.

Other Directorships & Interlocks

• Compensation Committee interlocks: None among Human Capital Committee members in the last fiscal year; no officer-level cross-board interlocks with Standard BioTools executive officers.

Expertise & Qualifications

• Life sciences investor/operator with multi-cycle experience across genomics, tools, and therapeutics; deep board exposure at public and private biotechs; founder/CIO of specialized investment firm.
• The Board cites his investor/operator experience and extensive board service as qualifications to serve.

Equity Ownership

• Beneficial ownership snapshot (as of April 15, 2025) | Holder | Shares Beneficially Owned | % of Common Stock | |---|---:|---:| | Eli Casdin (director) | 80,757,439 | 21.15% | | Entities affiliated with Casdin Capital, LLC | 76,075,636 | 20.03% |

• Breakdown of Eli Casdin’s reported beneficial ownership (as of April 15, 2025) | Category | Shares | |---|---:| | Casdin Partners Master Fund | 59,391,780 | | Casdin Private Growth Equity Fund II | 13,939,637 | | Casdin Private Growth Equity Fund | 2,744,219 | | Directly held by Mr. Casdin | 2,650,467 | | Options exercisable within 60 days | 301,463 | | RSUs elected in lieu of cash – deferred settlement | 65,317 | | Warrants (shares issuable upon exercise) | 1,664,556 |

• Director equity awards outstanding (award inventory reference date Dec 31, 2024) | Instrument | Quantity | |---|---:| | Options outstanding | 317,653 | | RSUs outstanding | 101,683 |

• Ownership alignment policies and constraints

  • Director stock ownership guideline: 4× annual Board cash retainer; five-year compliance horizon; maintenance/retention requirements if out of compliance.
  • Insider Trading Policy prohibits hedging and pledging; includes blackout and pre-clearance.

Governance Assessment

• Positives

  • Independent committee memberships (Human Capital; NCG) with Board-determined independence; committee structures meet SEC/Nasdaq standards.
  • Strong ownership alignment via substantial beneficial ownership and ability to elect RSUs in lieu of cash; director ownership guideline in place.
  • Anti-hedging/anti-pledging policy and clawback policy (for officers) support governance posture; no Human Capital Committee interlocks.

• Risks and RED FLAGS

  • Attendance shortfall: attended 19 of 27 combined Board/committee meetings in 2024 (below 75% threshold).
  • Related party exposure: 2022 preferred financing with Casdin/Viking (including loan conversions and registration rights), preferred director designation/consent rights while thresholds applied; in 2024 all preferred exchanged to common (eliminating preferred rights) but Casdin entities and Mr. Casdin remain large holders.
  • Compensation structure: director equity fully accelerates upon change in control (single-trigger for directors), which is common but can be viewed as a potential entrenchment or transaction-incentive factor.

• Additional context

  • Board leadership: independent Chairperson (Thomas Carey).
  • Say‑on‑pay: company holds annual advisory vote; Board asks for approval and emphasizes alignment and independent consultant usage in executive pay (context for Human Capital Committee oversight).

Related-Person Transactions and Historical Financing Rights

• 2022 Preferred Equity Transactions: Casdin and Viking each purchased $112.5 million of newly designated Series B preferred; $12.5 million term loans per party converted into additional preferred; registration rights granted.
• Preferred Director Rights: So long as ownership thresholds were met (7.5% as-converted), each of Series B-1 and B-2 holders elected one director (Mr. Casdin designated as B‑1 Preferred Director) and held consent rights over specified corporate actions.
• 2024 Series B Exchange: On March 18, 2024, all outstanding Series B-1 and B-2 preferred were exchanged for an aggregate 92,930,553 common shares; no preferred remained outstanding after the exchange.

Notes on Committee Mandates (for reference)

• Human Capital Committee: approves/oversees executive compensation, goals, equity plan administration, and compensation risk assessment; issued Compensation Committee Report recommending inclusion of CD&A.
• Nominating & Corporate Governance: board/committee composition, performance evaluations, director compensation programs for outside directors, succession planning, and ESG oversight.