Frank Witney
About Frank Witney
Independent director since April 2022; re-nominated as Class III director for a term expiring in 2028. Background includes CEO roles at Affymetrix and Dionex, Operating Partner at Ampersand Capital Partners; education: B.S. Microbiology (University of Illinois), M.S. and Ph.D. Molecular & Cellular Biology (Indiana University). The Board affirmed his independence under Nasdaq rules in April 2025; executive sessions of independent directors are held at each regularly scheduled board meeting. Age not provided in 2025 proxy; noted as age 69 in the 2023 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampersand Capital Partners | Operating Partner | Sep 2016–present | PE operating partner; life sciences specialization |
| Affymetrix, Inc. | President & CEO | Jul 2011–Mar 2016 | Led through acquisition by Thermo Fisher |
| Dionex Corporation | President & CEO | Apr 2009–May 2011 | Analytical instrumentation provider |
| Affymetrix, Inc. | EVP & Chief Commercial Officer | Dec 2008–Apr 2009 | Commercial leadership |
| Panomics Inc. | President & CEO | Jul 2002–Dec 2008 | Molecular biology tools |
External Roles
| Organization | Role | Public Ticker | Status/Notes |
|---|---|---|---|
| Revvity Inc. | Director | NYSE: RVTY | Current; LAB has a paid-up patent license with Revvity; $125,000 incurred since Jan 1, 2024 (interlock/related-party monitored by Audit Committee policy). |
| Cerus Corporation | Director | Nasdaq: CERS | Current. |
| Leinco Technologies, Inc. | Director | — | Current (private). |
| Biologos | Director | — | Current (private). |
| Telesis Bio; Gyros Protein Technologies; RareCyte; GeneOptx; Canopy Bioscience; Emulate; BioEcho Life Science; JumpCode Genomics; Nexcelom | Director (prior) | Various | Prior board service (network breadth). |
Board Governance
- Committee assignments: Chair of the Human Capital Committee (met 6 times in FY2024) and member of the Audit Committee (met 6 times in FY2024). Both committees determined independent by the Board.
- Audit oversight: Signatory to the Audit Committee Report recommending PwC and approval of audited 2024 financials.
- Independence and structure: Board comprises a majority of independent directors; executive sessions of independent directors occur at each regularly scheduled board meeting, chaired by an independent Chairperson.
- Attendance: In 2024, the Board held 12 meetings and committees held 20; all directors met at least 75% attendance except Eli Casdin—implies Witney met the 75% threshold.
- Election: Nominated for re-election as Class III director at the 2025 Annual Meeting (term to 2028).
Fixed Compensation
| Year | Cash Fees (Annual + Committee/Chair) | Notes |
|---|---|---|
| 2024 | $73,750 | Within LAB’s policy framework: Annual Board cash retainer $50,000; Audit Committee member $10,000; Human Capital Committee member $7,000; Human Capital Committee chair $8,000 (policy amounts). |
Performance Compensation
| Year | RSU Grant Date Fair Value | Option Grant Date Fair Value | Vesting Schedule (Directors) |
|---|---|---|---|
| 2024 | $76,337 | $100,000 | Annual RSUs vest in full by the earlier of 1st anniversary or 1 day prior to next annual meeting; annual and chair option awards vest in 12 monthly installments; options priced at grant-date FMV with 10-year term. |
Performance metrics: None disclosed for director compensation; director equity is time-vested (no TSR/financial metrics).
Other Directorships & Interlocks
| Counterparty | Nature | Terms/Amounts | Governance Handling |
|---|---|---|---|
| Revvity Health Sciences (Revvity) | Patent license from LAB to Revvity (non-exclusive, fully paid-up, outside defined fields) | License expected to terminate Nov 2026; $125,000 incurred since Jan 1, 2024 | Related-person transaction policy requires Audit Committee review/approval; designed to ensure third-party terms and address conflicts. |
Expertise & Qualifications
- Life sciences operating and CEO track record across genomics/analytical instruments; significant public board experience (Revvity, Cerus).
- Financial literacy: Audit Committee membership deemed independent and financially literate by the Board; Audit Committee has an SEC “financial expert” (Eloi).
- Academic credentials in microbiology and molecular & cellular biology (B.S., M.S., Ph.D.).
Equity Ownership
| Component | Shares/Units | Notes |
|---|---|---|
| Shares held directly | 69,246 | Common stock |
| Shares held via trust | 4,225 | Franklin R. Witney and Catherine J. Caulfield-Witney Trust (Dr. Witney trustee) |
| Options exercisable within 60 days (as of Apr 15, 2025) | 161,696 | Included in beneficial ownership under SEC rules |
| RSUs outstanding (12/31/2024) | 50,919 | Outstanding; vesting not necessarily within 60 days |
| Shares outstanding (reference) | 379,793,631 | Basis for % ownership |
| Beneficial ownership % (components above counted per SEC rules) | ~0.062% (235,167 / 379,793,631) | Computed from disclosed components and shares outstanding |
Section 16(a) compliance: Company disclosed director/officer compliance for FY2024, with late Form 4s only for CEO (Egholm) and Mr. Black; no late filings noted for Witney.
Governance Assessment
- Strengths: Independent status; chairs Human Capital Committee and serves on Audit—strong engagement across pay and financial oversight; meets attendance threshold; equity ownership aligned with director stock ownership guidelines (4x cash retainer target with five-year compliance window).
- Compensation mix: Balanced cash and equity; RSUs and options are time-vested, avoiding short-term metric gaming; RSU deferral option supports long-term alignment.
- RED FLAGS: Revvity interlock via board seat and existing license—modest dollar amount ($125,000) and formal related-party review policy mitigate conflict risk; monitor for renewals or expanded transactions.
- Additional signals: Audit Committee and Human Capital Committee both met six times in 2024; continuous executive sessions of independent directors; re-nomination indicates current Board confidence.