Michael Egholm
About Michael Egholm
Michael Egholm, Ph.D., is President, Chief Executive Officer, and a director of Standard BioTools (LAB) since April 2022. He is 62 years old as of April 15, 2025, holds a Ph.D. and master’s in chemistry from the University of Copenhagen, is an elected member of the Royal Danish Academy of Sciences and Letters, the named inventor on 40 U.S. patents, and has authored 100+ publications (Science, Nature, NEJM) . Prior roles include CTO of Danaher Life Sciences (founded and led Danaher’s corporate venture fund), President Biopharmaceuticals/CTO at Pall, and CTO of 454 Life Sciences (a Roche subsidiary) . Under his tenure, 2024 pro forma combined revenue reached $175.1M, non-GAAP opex fell 22%, adjusted EBITDA improved 33%, and the company ended 2024 with ~$295M in cash and no material debt; 2024 total GAAP revenue reported was $174.432M and net loss was $(138.885)M . Cumulative TSR (initial $100 at 12/31/2020 basis) was $19.50 (2022), $36.83 (2023), and $29.17 (2024), underscoring volatility vs the Nasdaq Biotech peer benchmark .
Board service/governance: Egholm serves on the Board (Class I), term expiring 2026; he is not listed on Board committees. The Board is chaired by non-employee director Thomas Carey; committees (Audit, Human Capital, Nominating) are comprised of independent directors, which mitigates CEO/Director dual-role independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Standard BioTools, LLC | Chief Executive Officer | Oct 2021 – Apr 2022 | Led transition ahead of appointment to LAB CEO . |
| Danaher Life Sciences | Chief Technology Officer; Founder/Leader, Corporate Venture Fund | 2017 – Sep 2021 | Drove technology strategy and investments to expand platform capabilities . |
| Pall Corporation | President, Biopharmaceuticals; CTO | 2010 – 2017 | Led bioprocess growth and technology development . |
| 454 Life Sciences (Roche subsidiary) | Chief Technology Officer | Prior to Pall | Advanced next-gen sequencing commercialization . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Royal Danish Academy of Sciences and Letters | Elected Member | N/A | Scientific recognition; 40 U.S. patents; 100+ publications . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Summary Comp Table, paid) | $373,106 | $596,667 | $686,250 |
| Base Salary Rate (policy) | $500,000 (2022 rate) | $645,000 (eff. Apr 1, 2023) | $700,000 (eff. Apr 1, 2024) |
| Target Bonus (% of base) | 100% | 100% | 100% |
| Actual Annual Cash Bonus | $142,472 | $774,000 | $490,000 |
| Say-on-Pay support (prior year) | — | — | 87.15% (2024 vote on 2023 program) |
Notes: 2024 cash incentive program paid at 70% of target based on financial objectives (revenue growth, annualized cost synergies), consistent with the $490,000 payout vs $700,000 target .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target | Actual/Payout | Design Notes |
|---|---|---|---|
| Revenue growth | Not disclosed | Contributed to 70% of target payout | 2024 program focused on revenue growth and annualized cost synergies . |
| Cost synergies | Not disclosed | Contributed to 70% of target payout | Program paid 70% of target overall . |
| Gross margin expansion (key measure linkage) | Not disclosed | Not quantified | Identified as top “pay vs performance” measure . |
| CEO Payout | $700,000 target | $490,000 actual | 70% of target . |
Equity Awards – Key Grants and Terms
| Grant Date | Type | Shares/Target | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Apr 4, 2022 | Stock Options (“staking grant”) | 4,529,773 | $3.99 | 25% at 1st anniversary; remainder monthly over next 3 years | One-time CEO recruitment award . |
| Apr 4, 2022 (+start date) | RSUs (“staking grant”) | 786,049 + 632 | — | 25% at 1st anniversary; 75% in equal annual installments over 3 years | Start-date 632 RSUs same terms . |
| Apr 11, 2023 | PSUs (target) | 231,579 | — | Performance-based; vested 91.6% (212,126 shares) as of Mar 31, 2024 | Board approved vesting based on 91.6% goal achievement . |
| Aug 20, 2024 | Stock Options (annual) | 2,250,000 (281,250 ex./1,968,750 unex. at 12/31/24) | $2.58 | 1/16 vested Aug 20, 2024; remainder equal quarterly installments | As of 12/31/24 status shown . |
| Aug 20, 2024 | RSUs (annual) | 875,000 | — | 1/16 vested Aug 20, 2024; remainder equal quarterly installments | As of 12/31/24 status shown . |
| 2024 Vesting/Exercises | Stock vested | 533,638 | — | — | CEO realized $1,311,333 on vesting in 2024; no option exercises . |
| 2024 Grant-Date Values | Equity | — | — | — | $2,580,000 stock awards; $4,547,486 option awards (grant-date fair values) . |
Death/Disability: Unvested shares that would vest over the 12 months following termination vest immediately for Egholm’s 2022 staking awards; similar treatment described for plan awards .
Equity Ownership & Alignment
| Item (as of date) | Amount |
|---|---|
| Shares owned outright (Apr 15, 2025) | 779,009 |
| Options exercisable within 60 days (Apr 15, 2025) | 4,259,979 |
| RSUs vesting within 60 days (Apr 15, 2025) | 136,770 |
| Total beneficial ownership within 60 days | 5,175,758 (sum of above) |
| Shares outstanding (Apr 15, 2025) | 379,793,631 |
| Ownership % of shares outstanding (approx.) | ~1.36% (5,175,758 / 379,793,631) |
| Outstanding options (company-wide), weighted avg exercise | 36,248,772; $3.70 (Apr 15, 2025) |
| Outstanding full-value awards (company-wide) | 19,608,708 (RSUs) (Apr 15, 2025) |
Vested vs unvested detail at 12/31/2024 (CEO):
- Options: 3,019,853 exercisable / 1,509,920 unexercisable at $3.99; and 281,250 exercisable / 1,968,750 unexercisable at $2.58 .
- RSUs: 393,025 from 2022 “staking” grant vest annually; 875,000 from 2024 grant vest quarterly .
Alignment policies:
- CEO stock ownership guideline: 3x base salary; executives: 1x; 5-year compliance window; in-the-money vested options count, unvested and out-of-the-money options/RSUs do not .
- Clawback policy adopted Oct 2023 (SEC/Nasdaq-compliant) .
- Anti-hedging and anti-pledging policies in Insider Trading Policy; trading windows/blackouts, pre-clearance required .
Insider selling pressure lens:
- Quarterly RSU vesting (2024 grant, 875,000 shares) creates recurring settlement events .
- Many CEO options are currently out-of-the-money vs $1.15 stock price on Apr 15, 2025 (exercise prices $2.58 and $3.99), reducing near-term exercise-driven supply .
Employment Terms
| Provision | Outside Change-in-Control (CoC) | Within CoC Period (Double Trigger) | Notes |
|---|---|---|---|
| Employment | At-will | At-will | Offer letter Jan 2022; CEO since Apr 4, 2022 . |
| Cash Severance | 200% of base salary, paid over 24 months | 250% of (base + greater of target bonus or 3-yr avg actual), lump sum | CEO under 2023 Severance Plan . |
| Bonus | — | Pro-rated target bonus | Within CoC period . |
| Equity | Accelerated vesting of amounts scheduled to vest in the 12 months post-termination; remainder forfeited | 100% acceleration of unvested equity; performance awards vest at target unless otherwise provided | . |
| COBRA | Up to 12 months | Up to 30 months | . |
| Outplacement | Yes (reasonable) | Yes (no less than pre-CoC policy) | . |
| 280G | Best-net cutback to avoid excise tax | Best-net cutback | Initial plan terms run to July 24, 2026 (CEO plan) . |
Estimated potential payments (as of 12/31/2024):
| Scenario | Base Salary | Bonus | Equity Acceleration | COBRA | Total |
|---|---|---|---|---|---|
| CoC + Involuntary Termination/Good Reason | $2,450,000 | $700,000 | $2,219,043.75 | $109,254.90 | $5,478,298.65 |
| Involuntary Termination (no CoC) | $1,400,000 | — | $781,396 | $43,701.96 | $2,225,097.96 |
| Death/Disability | $2,450,000 | $700,000 | $2,219,043.75 | — | $5,369,043.75 |
Board Governance (Director Service, Committees, Dual-Role Implications)
- Role: Director since 2022; Class I, current term ends 2026 .
- Committees: Not listed as a member of Audit, Human Capital, or Nominating & Corporate Governance; those committees are populated by independent directors .
- Structure: Independent Chair (Thomas Carey) and fully independent key committees mitigate CEO/Director dual-role concerns (oversight of CEO compensation set by Human Capital Committee with independent consultant) .
- Director compensation: CEO receives no separate director fees .
Compensation Committee Analysis and Shareholder Feedback
- Human Capital Committee: Oversees CEO/NEO compensation, goals, and equity plans; comprised of non-employee directors; used independent consultant (Pearl Meyer) in 2024 review .
- Pay philosophy: Emphasizes variable/equity pay; double-trigger CoC; clawback; anti-hedge/pledge; no tax gross-ups; no repricing .
- Say-on-Pay: 87.15% support at 2024 annual meeting for prior-year program; Board retained program structure with adjustments aligned to strategy .
Risk Indicators and Red Flags
- Late Section 16 filings: A Form 4 for a Jan 5, 2024 transaction was filed late (Apr 4, 2024); Form 4s for Aug 20, 2024 transactions were filed late (Sep 5, 2024) for Egholm and a former CFO .
- Anti-hedging/pledging policies in place (reduces alignment risk); no tax gross-ups; presence of clawback .
- Equity overhang context (company-wide as of Apr 15, 2025): 36.25M options (WAP $3.70) and 19.61M RSUs outstanding; 379.79M shares outstanding .
Additional Data (Outstanding Awards as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | RSUs Unvested | RSU Market Value at 12/31/24 |
|---|---|---|---|---|---|---|
| Options (grant 4/4/2022) | 3,019,853 | 1,509,920 | $3.99 | 4/4/2032 | — | — |
| RSUs (2022 grant) | — | — | — | — | 393,025 | $687,794 |
| Options (grant 8/20/2024) | 281,250 | 1,968,750 | $2.58 | 5/19/2034 | — | — |
| RSUs (2024 grant) | — | — | — | — | 875,000 | $1,531,250 |
Pricing assumptions: $1.75/share at 12/31/2024 for RSU market values per proxy methodology .
Company Performance Linkage (Pay vs Performance Reference)
| Year | Value of $100 TSR (Company) | Value of $100 TSR (Peer Index) | Net Loss ($) | Total Revenue ($) |
|---|---|---|---|---|
| 2021 | $63.33 | $100.02 | $(59,237,000) | $130,581,000 |
| 2022 | $19.50 | $89.90 | $(190,098,000) | $97,948,000 |
| 2023 | $36.83 | $94.03 | $(74,656,000) | $106,340,000 |
| 2024 | $29.17 | $93.49 | $(138,885,000) | $174,432,000 |
Most important performance measures used to link pay and performance: total revenue, cost synergies, gross margin expansion .
Investment Implications
- Pay-for-performance integrity improving: 2024 cash incentive paid at 70% of target, tied to revenue growth and cost synergies in a merger-integration year; equity-heavy mix with double-trigger CoC protection and clawback aligns long-term incentives, though underwater options reduce near-term exercise risk/supply .
- Vesting-driven supply calendar: Quarterly RSU vesting from large 2024 grant (875,000 units) can create routine settlement events; monitor 10b5-1 plans and blackout windows for potential trading pressure .
- Retention and CoC economics: CEO severance is competitive (2.0x salary outside CoC; 2.5x salary+bonus plus 100% equity acceleration in CoC), supporting stability through transformation but creating potential event-driven payout sensitivity; 280G best-net cutback reduces gross-up risk .
- Ownership alignment: CEO beneficial ownership within 60 days approximates ~1.36% of shares outstanding (outright shares + options exercisable within 60 days + near-term RSUs), signaling skin-in-the-game; however, ownership guideline compliance status is not disclosed and out-of-the-money options do not count toward guidelines .
- Governance mitigants to dual role: Independent Chair and independent Human Capital/Audit/Nominating committees (with external advisor usage) offset CEO/Director dual-role independence concerns; late Section 16 filings in 2024 are a minor governance blemish to monitor .