Troy Cox

About Troy Cox

Independent director at Standard BioTools Inc. (LAB), age 60 as of April 15, 2025; director since January 2024 and deemed independent under Nasdaq rules. He serves on the Audit Committee and the Human Capital (Compensation) Committee; 2024 attendance met the Board’s threshold (all directors ≥75% except Eli Casdin). Education: MBA (University of Missouri) and BBA in Finance (University of Kentucky). Prior roles include CEO of Foundation Medicine (through its sale to Roche), SVP at Genentech, and senior roles at UCB BioPharmaceuticals, Sanofi‑Aventis, and Schering‑Plough. The Board has an independent chair and holds executive sessions of independent directors at each regular meeting.

Past Roles

External Roles

Interlock note: Two LAB directors hold roles at SOPHiA GENETICS (Cox as Chair; director Kathy Hibbs serves on SOPHiA’s board and chairs its nominating and corporate governance committee), creating a potential information-flow interlock across boards.

Board Governance

• Independence: Board determined Cox is independent; Board has majority independent composition. Executive sessions of independent directors occur at each regularly scheduled meeting.
• Attendance and engagement: In 2024 the Board met 12 times and its committees met 20 times. All directors attended at least 75% of applicable meetings except Eli Casdin, implying Cox met the ≥75% threshold.
• Committee assignments and activity:
  • Audit Committee: Member (committee met 6x in 2024; chair: Fenel M. Eloi).
  • Human Capital Committee: Member (committee met 6x in 2024; chair: Frank Witney).
  • Nominating & Corporate Governance Committee: Not a member (committee met 8x in 2024; chair: Thomas Carey).
• Overboarding policy: Company policy limits non-employee directors to ≤4 public-company boards absent an exception.
• Compensation committee interlocks: None during the last fiscal year.
• Say-on-pay (context): 2024 advisory vote received ~87.15% support.

Fixed Compensation (Director)

Notes: Non-employee directors may elect to receive RSUs in lieu of cash, with vesting quarterly and optional deferral of settlement until board service ends or a qualifying change in control.

Performance Compensation (Director)

Director equity outstanding (as of 12/31/2024):

• Options outstanding: 1,320,097 (Cox)
• RSUs outstanding: 66,854 (Cox)

Change in control: All unvested non-employee director awards vest 100% at closing of a change in control under the plan.

Performance metrics: Director equity is time-based; no performance metrics apply to director awards.

Other Directorships & Interlocks

No compensation committee interlocks were disclosed for LAB’s Human Capital Committee (of which Cox is a member).

Expertise & Qualifications

• Strategic and operating leadership in biopharma and life sciences tools; CEO of Foundation Medicine (led sale to Roche in 2018), SVP at Genentech, and senior roles at UCB, Sanofi-Aventis, and Schering‑Plough. Education: MBA (Missouri), BBA Finance (Kentucky).
• Board leadership experience across multiple public and private life sciences companies (SOPH, ZYME), bringing M&A, commercialization, and governance expertise to LAB.

Equity Ownership

Additional alignment policies:

• Director stock ownership guidelines: Non-employee directors expected to hold shares equal to 4x the Board cash retainer (counting shares owned and vested in-the-money options; five-year compliance window).
• Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging of company stock by directors, officers, employees, and certain related persons.

Governance Assessment

• Strengths: Independent status; substantive committee roles (Audit and Human Capital) with active 2024 meeting cadence (Audit 6; Human Capital 6); ≥75% attendance; equity-heavy director compensation aligned with shareholders; strong anti-hedging/pledging and ownership guidelines; independent chair and regular executive sessions; no compensation committee interlocks; solid say-on-pay support (~87%).
• Potential watch items:
  • External interlock: Shared service with fellow LAB director at SOPHiA GENETICS may create perceived information-flow interlocks (mitigated by independence and committee structures).
  • Prior leadership at SomaLogic (pre-merger) could raise perceived alignment questions post-merger; however, no related-party transactions were disclosed for Cox, and the Audit Committee oversees related-party matters under a formal policy.

Director Compensation (Detail)

Policy snapshot (non-employee directors):

• Cash retainers: Director $50,000; Audit member $10,000; Human Capital member $7,000; Nominating member $5,000; additional retainers for chairs (Audit $10,000; Human Capital $8,000; Nominating $5,000); Board Chair $50,000.
• Equity: Annual RSU ($100,000) and option ($100,000) awards (Chair receives an additional $50,000 option award); initial option award $350,000 grant-date value; standard time-based vesting.

Related-Party Exposure

• No related-party transactions involving Troy Cox were disclosed. The company operates a formal related-person transaction approval policy overseen by the Audit Committee.

RED FLAGS

• Board interlock: Dual SOPHiA GENETICS board overlap (Cox and Hibbs) — monitor for potential conflicts in competitive or transaction contexts.
• Overboarding risk: Company policy caps non-employee directors at ≤4 public boards; Cox currently serves on two additional public boards (SOPH, ZYME) plus LAB, which appears within policy; continue to monitor aggregate public board load.

Overall, Cox brings deep operating and transaction expertise with solid governance credentials (independence, committee engagement, alignment policies). The main governance consideration is the SOPHiA interlock and monitoring total external commitments; no attendance or related-party red flags were disclosed.