Christopher Brown
About Christopher Brown
Christopher Brown, Ph.D., is a co‑founder of 908 Devices and served as Chief Technology Officer & VP R&D from February 2012 to March 2023, then as Chief Product Officer from March 2023 until his resignation on March 16, 2025; he entered a consulting agreement on March 17, 2025 with no cash compensation and continued vesting of outstanding equity per original schedules . He is not a current director of 908 Devices; the 2025 proxy lists directors and director compensation without including Dr. Brown, and the board independence determination pertains to directors only . As of April 17, 2025, he beneficially owned 1,218,158 shares (3.4%) of common stock (including 256,036 options exercisable within 60 days) . Dr. Brown holds a B.Sc. in Mathematics/Chemistry from Brandon University and a Ph.D. in Chemistry from Dalhousie University, specializing in statistical and machine learning methods for chemical data; his age was 49 as of April 29, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 908 Devices | CTO & VP R&D | Feb 2012 – Mar 2023 | Co‑founder; led product development |
| 908 Devices | Chief Product Officer | Mar 2023 – Mar 16, 2025 | Transitioned to consulting Mar 17, 2025 |
| Thermo Fisher Scientific (NYSE: TMO) | Senior Director | Apr 2010 – Oct 2010 | Product/engineering leadership |
| Ahura Scientific | Senior Director, Product Development & Engineering | 2005 – 2010 | Product development leadership |
| InLight Solutions | Various roles | Prior to 2005 (not individually dated) | Increasing responsibility in technology |
| Apple (NASDAQ: AAPL) | Platform Architect | Prior to co‑founding 908 (not individually dated) | Led future‑gen health technology investigations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | — | — | No public company board roles disclosed for Dr. Brown |
| Academic/non‑profit boards | — | — | Not disclosed in proxy |
Board Governance
- Status: Not a current director of 908 Devices; therefore no board committee assignments, attendance, or director independence status apply to Dr. Brown .
- Board context: The board has audit, compensation, and nominating/governance committees; all directors except the CEO were deemed independent, and 2024 meetings were: Audit (5), Compensation (3), Nominating/Governance (2) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Annual Bonus Paid ($) | All Other Comp ($) |
|---|---|---|---|---|
| 2024 | 367,455 | 50% | 184,652 (earned at 100% of target) | 3,500 |
Notes:
- 2024 target bonus structure for Dr. Brown: 80% corporate (revenue and operating expense targets), 20% individual; earned 100% of target for 2024 .
Performance Compensation
| Component | Detail | Terms/Values |
|---|---|---|
| RSU grant value (2024) | Grant date fair value for RSUs in 2024 | $323,143 |
| Option grant value (2024) | Grant date fair value for options in 2024 | $323,141 |
| LTI design (2024) | Allocation and sizing | 50% options / 50% RSUs; award value set at 1.75x base salary for Dr. Brown |
| Option grant specifics (3/1/2024) | Number and strike | 60,064 options at $7.35 exercise price; grant date fair value $323,141 |
| Option vesting (2024 grant) | Schedule | 25% on Feb 1, 2025; remaining 75% monthly over 36 months, subject to continued service |
| RSU vesting (2024 grant) | Schedule | Annual vesting over 4 years from Feb 1, 2024, subject to continued service |
| Prior equity schedules | Illustrative examples | 2023 options: 1/4 on Feb 1, 2024; remainder monthly thereafter . 2022 RSUs: annual vesting over 4 years from Feb 1, 2022 |
| Annual bonus metrics (2024) | Structure | Corporate: revenue and OpEx; Individual: role‑specific objectives; earned at 100% of target |
Equity award timing practices: Company grants executive equity on predetermined dates (typically early March); policy prohibits timing around MNPI; 2024 option grants occurred on Mar 1, 2024 near the Mar 5, 2024 earnings 8‑K, with −1.1% price move in reference window .
Employment & Contracts
- Former Employment Agreement: If terminated without cause/good reason, severance = 9 months base salary continuation, COBRA contribution for up to 9 months, prorated bonus for year of termination, and any prior‑year earned bonus; within 12 months of change‑in‑control, cash = 1x salary plus average cash bonus/commissions of prior 3 years, up to 12 months COBRA contribution, prorated current‑year and prior‑year bonus, and 100% acceleration for time‑based equity .
- Transition: Resigned Mar 16, 2025; consulting agreement effective Mar 17, 2025 with no cash compensation; outstanding equity continues vesting per original terms; no severance paid .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed for Dr. Brown |
Expertise & Qualifications
- Technical and product leadership in analytical instruments and health tech; prior roles at Apple, Thermo Fisher, Ahura Scientific, and InLight Solutions .
- Education: Ph.D. in Chemistry (Dalhousie University; statistical and machine learning methods for chemical data); B.Sc. in Mathematics/Chemistry (Brandon University) .
Equity Ownership
| Holder | Shares Owned | Options/RSUs Counted (≤60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Christopher Brown, Ph.D. | 962,122 shares | 256,036 options within 60 days | 1,218,158 | 3.4% (out of 35,739,753 shares outstanding) |
Additional equity detail (selected outstanding awards at 12/31/2024):
- Options: 114,318 (exercisable) at $1.75 expiring 6/22/2027; 67,604 (exercisable) at $3.24 expiring 9/21/2030; 23,659 (exercisable) and 9,741 (unexercisable) at $16.66 expiring 3/1/2032; 20,633 (exercisable) and 24,385 (unexercisable) at $8.83 expiring 2/28/2033 .
- RSUs: Examples include tranches granted in 2022 vesting annually from Feb 1, 2022; market value per RSU table calculated at $2.20 as of 12/31/2024 (company methodology) .
Policies affecting alignment:
- Company prohibits hedging and pledging; no waivers have been granted to date .
Compensation Committee Analysis (Context)
- Peer benchmarking: 2024 peer group included Akoya Biosciences, Alpha Technova, Apyx Medical, Berkeley Lights, Bionano Genomics, Butterfly Network, Castle Biosciences, Cutera, Evolv Technologies, Harvard Bioscience, MaxCyte, NanoString, Personalis, Quanterix, Rapid Micro Biosystems, Standard BioTools, Surmodics, ViewRay, Zynex; updated 2025 peer set adds three and removes four, guiding 2025 pay decisions .
- 2024 LTI calibration: 1.75x base salary for Dr. Brown, split evenly between options and RSUs, aligning with multi‑year performance and retention objectives .
Governance Assessment
- Role clarity and independence: Dr. Brown is not a current director; committee assignments, board attendance, and director compensation do not apply to him. The board determined all current directors except the CEO are independent, but Dr. Brown is not among the directors listed in the proxy .
- Transition/related‑party risk: The post‑employment consulting arrangement grants no cash compensation and preserves original equity vesting schedules. The company disclosed no related‑person transactions since Jan 1, 2024 other than compensation arrangements described, and it maintains an audit committee review policy for any such transactions .
- Alignment signals: Significant insider ownership (3.4%) and continued equity vesting support alignment; hedging/pledging is prohibited, reducing misalignment risk .
- Pay‑for‑performance: 2024 annual bonus earned at 100% of target reflects achievement against revenue and OpEx goals plus individual objectives; LTI structure ties value to share price and service, with clearly articulated vesting schedules .
RED FLAGS to monitor: None disclosed regarding attendance or say‑on‑pay; monitor any future related‑party engagements or equity modifications; ensure continued compliance with hedging/pledging prohibitions and equity grant timing policies .