Kathy Hibbs
About Kathy Hibbs
Kathy Hibbs, 61, is an independent Class III director of Standard BioTools Inc. (LAB) who joined the Board in January 2024 (initial term expiring at the 2025 annual meeting; nominated for re‑election to 2028). She is a seasoned life sciences legal and regulatory executive, retiring as Chief Administrative Officer of 23andMe in May 2024; 23andMe filed for Chapter 11 in March 2025. She holds a B.A. in Political Science from UC Riverside and a J.D. from UC Hastings (now UC Law SF) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 23andMe Holding Co. | Chief Administrative Officer (retired May 2024); previously Chief Legal & Regulatory Officer and Secretary; Chief Legal & Regulatory Officer | 2014–May 2024 (CLRO 2014–Jun 2021; CLRO & Secretary Jun 2021–Feb 2022; CAO until May 2024) | Senior executive overseeing legal/regulatory; governance exposure during public listing; company entered Chapter 11 in March 2025 |
| Genomic Health, Inc. | SVP & General Counsel | 2009–2014 | Public company GC experience in diagnostics |
| Monogram Biosciences Inc. | SVP & General Counsel | 2000–2009 | Legal leadership in diagnostics |
| Varian Associates/Varian Medical Systems | Director of Legal Affairs | 1995–1999 | Legal affairs in med‑tech |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| SOPHiA GENETICS SA (Nasdaq: SOPH) | Director; Chair, Nominating & Corporate Governance Committee | Current | Governance leadership; potential interlock risk monitoring given industry adjacency |
| Cadex Genomics, Corp. (private) | Director | Current | Molecular diagnostics; private company board |
| Fast Company Impact Council | Member | Current | Thought‑leadership forum |
| Decipher Biosciences (Nasdaq: DECI) | Director | Prior (until acquisition) | Prior public board role |
| SomaLogic | Director | Prior (through March 2023 pre‑merger) | Joined LAB board Jan 2024 following merger context |
Board Governance
- Independence: The Board determined in April 2025 that Hibbs is independent under Nasdaq rules .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee (NCG) member .
- Attendance: In 2024, the Board met 12 times and standing committees met 20 times; all directors met at least 75% attendance except Eli Casdin, implying Hibbs met the threshold. Audit met 6 times; NCG met 8 times; Human Capital Committee met 6 times (Hibbs is not on HCC) .
- Executive sessions: Independent directors hold executive sessions at each regular meeting, chaired by the independent Chairperson .
- Tenure/Classification: Class III; nominated for re‑election at the 2025 annual meeting for a term expiring 2028 .
Fixed Compensation
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Current non‑employee director cash retainer structure: | Component | Amount (USD) | |---|---| | Annual Board retainer | $50,000 | | Chair of the Board additional retainer | $50,000 | | Audit Committee member | $10,000 | | Human Capital Committee member | $7,000 | | Nominating & Corporate Governance Committee member | $5,000 | | Audit Committee Chair (additional) | $10,000 | | Human Capital Committee Chair (additional) | $8,000 | | NCG Committee Chair (additional) | $5,000 |
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2024 actual compensation (Hibbs): | Category | Amount (USD) | |---|---| | Fees earned/paid in cash | $63,750 | | Stock awards (grant‑date fair value) | $76,337 | | Option awards (grant‑date fair value) | $100,000 | | Total | $240,087 |
Notes: Non‑employee directors may elect RSUs in lieu of cash retainers with optional deferral to board departure or qualifying change in control . Grants are valued under ASC 718 .
Performance Compensation
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Program design (non‑employee directors): | Award Type | Standard Grant Value | Vesting | Notes | |---|---|---|---| | Initial stock options (new directors) | $350,000 | Vests in 4 equal annual installments | Strike at 100% FMV; 10‑year term | | Annual RSUs | $100,000 | Vests in full on 1‑yr anniversary or day before next AGM | RSUs allowed in lieu of cash retainers (vest quarterly when elected) | | Annual stock options | $100,000 | Vests in 12 equal monthly installments | Chairperson receives additional $50,000 in options annually |
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Outstanding equity for Hibbs as of 12/31/2024: | Security | Amount (shares) | |---|---| | Options outstanding | 278,007 | | RSUs outstanding | 43,128 |
Change‑in‑control: All unvested director equity vests 100% at closing of a Change in Control per the Compensation Policy (single‑trigger for non‑employee directors) . The plan further provides director‑friendly vesting if assumed awards are later terminated without cause (deemed achieved at 100% for performance awards) .
Other Directorships & Interlocks
| Company | Relationship to LAB | Potential Interlock/Conflict |
|---|---|---|
| SOPHiA GENETICS SA | Unrelated public peer in genomics | Governance chair role; monitor information flow; no related‑party transactions disclosed with LAB |
| SomaLogic | Pre‑merger director; merged with LAB | Integration context; not a continuing interlock post‑merger |
| Revvity (PerkinElmer Health Sciences) | None for Hibbs | LAB has a license; related‑party note concerns Dr. Witney (Revvity director), not Hibbs |
Expertise & Qualifications
- 20+ years in clinical laboratory/medical device sectors; multiple public‑company executive/legal roles .
- Audit Committee member; the Board deems Audit members independent and financially literate (Eloi named financial expert; Hibbs financially literate) .
- Governance leadership externally (NCG Committee Chair at SOPHiA GENETICS) .
- Education: B.A. UC Riverside; J.D. UC Hastings (UC Law SF) .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 169,081 LAB options exercisable as of April 15, 2025 or within 60 days |
| Percent of class | <1% (based on 379,793,631 shares outstanding as of Apr 15, 2025) |
| Director ownership guidelines | 4x annual Board cash retainer; achieve by end of fiscal year following 5th anniversary; counts shares owned + vested in‑the‑money options; retain 50% of net shares if out of compliance |
| Hedging/pledging | Prohibited under Insider Trading Policy (anti‑hedging and anti‑pledging) |
Governance Assessment
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Strengths (supporting investor confidence):
- Independent director with deep sector legal/regulatory expertise; active on Audit and NCG, both critical oversight committees .
- Solid attendance culture; Hibbs met ≥75% threshold in 2024. Board and committees are active (12 Board; 20 committee meetings) .
- Director pay mix is equity‑heavy (2024: $176,337 equity vs. $63,750 cash), aligning incentives with shareholders; robust ownership guidelines; anti‑hedging/pledging; clawback policy at company level .
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Watch items / potential red flags:
- 23andMe Chapter 11 (March 2025) during/after Hibbs’ CAO tenure may raise reputational questions (not a related‑party issue at LAB) .
- Single‑trigger vesting on director equity upon Change in Control is shareholder‑unfriendly relative to double‑trigger norms; could be perceived as entrenchment‑averse but incentive‑misaligned in sale scenarios .
- No Hibbs‑specific related‑party transactions or Section 16(a) delinquencies disclosed; related‑party license noted involves another director (Witney/Revvity), not Hibbs .
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Overall: Hibbs brings material governance and regulatory depth with committee roles aligned to her skill set. Equity‑heavy compensation and ownership guidelines are alignment positives; however, the CoC single‑trigger for directors warrants engagement with the Board on best practices .