Fenel Eloi
About Fenel Eloi
Fenel M. Eloi, age 67, is an independent Class I director of 908 Devices Inc. (MASS), serving since 2021 with his current term expiring at the 2027 annual meeting; he chairs the Audit Committee and is designated the board’s “audit committee financial expert” under SEC rules . His background includes CFO/COO roles at multiple life sciences and diagnostics companies, highlighted by 12 years at Cell Signaling Technology (CFO then COO) and prior CFO roles at LifeCell and Genome Therapeutics; he holds an MBA from Anna Maria College and a B.A. in Business & Finance from Lee University . The board has determined Eloi is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cell Signaling Technology, Inc. | CFO; then COO | Sept 2005 – Mar 2018 | Oversaw significant growth; led transformation to global operations |
| Interleukin Genetics, Inc. (Nasdaq-listed, former) | COO & CFO | ~5 years | Executive leadership of a diagnostics company |
| LifeCell Corp (Nasdaq-listed, former) | CFO | Part of combined 12 years with Genome Therapeutics | Financial leadership in life sciences tools |
| Genome Therapeutics Corp (Nasdaq-listed, former) | CFO | Part of combined 12 years with LifeCell | Public-company CFO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard BioTools Inc. (NASDAQ: LAB) | Director; Audit Committee member | Current | Audit oversight in life sciences tools |
| MitoTherapeutix (private) | Director; Audit Committee Chair | Current | Audit leadership for drug development biotech |
| New England Biolabs (private) | Director | Current | Molecular biology enzymes focus |
| Vaxess Technologies (private) | Director | Current | Novel vaccine/therapeutics delivery |
| VIC Technology Venture Development (private) | Director | Current | Venture building |
| P&M Capital Partners | Managing Partner | Current | Investment leadership |
| Prior boards: Cell Signaling Technology; BioHelix | Director | Prior service | Life sciences and diagnostics exposure |
Board Governance
- Independence: Board determined all non-employee directors, including Eloi, are independent; no family relationships among directors/executives .
- Committee leadership: Audit Committee chaired by Eloi; he is designated the “audit committee financial expert” .
- Meeting cadence and attendance: Board met 10 times in FY2024; Audit Committee met 5; each director attended ≥75% of aggregate board+committee meetings (note: Mr. Hunt recused from certain meetings due to a conflict related to a Repligen transaction; not applicable to Eloi) .
- Risk oversight: Board separates Chair and CEO roles; Audit Committee primarily oversees risk, including financial reporting, ICFR, compliance, and cybersecurity risk policies .
- Related party oversight: Audit Committee reviews and approves “related person transactions” >$120,000 for potential conflicts; responsibility explicitly includes reviewing related person transactions .
| Committee | Role | FY2024 Meetings | Independence | Notable Responsibilities |
|---|---|---|---|---|
| Audit | Chair (Eloi) | 5 | Independent | Oversees financial reporting, ICFR, auditor independence, risk management, and related-person transactions |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 40,000 | Standard member fee per policy |
| Audit Committee chair retainer | 20,000 | Chair fee (in lieu of member fee) |
| Total cash fees (Eloi) | 60,000 | Reported in director compensation table |
Policy reference (FY2024): Board member $40,000; Audit Committee chair $20,000; Compensation Committee chair $20,000; Nominating Committee chair $15,000; member fees $10,000 (Audit/Comp), $7,500 (Nominating) .
Performance Compensation
| Equity Award (FY2024) | Grant Date | Quantity | Grant Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|
| RSUs (annual award) | June 13, 2024 | 11,364 | 67,502 | RSUs vest in full at 1-year anniversary or day prior to next annual meeting; pro rata on termination |
| Stock Options (annual NQSO) | June 13, 2024 | 15,996 | 67,502 | 10-year term; exercise price = closing price on grant date; vest monthly over 1 year |
- Equity award structure: Continuing non-employee directors receive annual equity valued at $135,000 (50% RSUs, 50% NQSO) with options struck at market and time-based vesting; initial awards for new directors are $200,000 (50% RSUs / 50% NQSO) with 3-year vesting schedules .
- No performance metrics disclosed for director equity (awards are time-based RSUs and options) .
Other Directorships & Interlocks
| Company | Market | Role | Committee/Interlock Notes |
|---|---|---|---|
| Standard BioTools Inc. | NASDAQ: LAB | Director | Audit Committee member; no related-party transactions with MASS disclosed |
- No conflicts or related-party transactions involving Eloi are disclosed; independence affirmed by board .
Expertise & Qualifications
- Financial and operational expertise scaling life science companies; extensive CFO/COO experience across public and private life science entities .
- Designated audit committee financial expert, supporting robust oversight of financial reporting and controls .
- Education: MBA (Anna Maria College); BA in Business & Finance (Lee University) .
Equity Ownership
Beneficial ownership (as of April 17, 2025)
| Metric | Amount | Notes |
|---|---|---|
| Total beneficially owned shares | 67,873 | Less than 1% of 35,739,753 shares outstanding |
| Ownership % of shares outstanding | * | “Represents beneficial ownership of less than one percent” |
| Direct common shares | 15,450 | Per footnote (10) |
| Options/RSUs within 60 days | 52,423 | Options/RSUs vesting/exercisable within 60 days included in beneficial ownership |
Outstanding director equity (as of December 31, 2024)
| Metric | Amount | Notes |
|---|---|---|
| Options outstanding | 41,059 | Director-level outstanding options |
| RSUs outstanding | 11,364 | Director-level RSUs |
Stock ownership guidelines
- Non-employee directors expected to own shares equal to at least 3x the annual board cash retainer; counted forms include direct shares and unvested time-vesting RS/RSUs; options and unvested/unsettled performance-based awards do not count .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SEC-designated financial expert; active oversight of financial reporting, ICFR, auditor independence, and related-party review; board separates Chair/CEO roles; structured risk oversight through Audit Committee .
- Engagement: Board met 10 times; Audit Committee met 5; directors met ≥75% attendance thresholds, indicating consistent participation; directors encouraged to attend annual meeting (majority attended) .
- Alignment: Balanced director pay mix (cash + equity), with annual time-based RSUs and at-the-money options tied to service; stock ownership policy at 3x cash retainer strengthens alignment (options excluded from guideline calculation) .
- Conflicts/related-party exposure: Audit Committee’s mandate includes related person transaction approval; proxy discloses no related-party transactions involving Eloi; independence affirmed .
RED FLAGS: None disclosed for Eloi in the latest proxy (no attendance shortfalls, no related-party transactions, no pledging/hedging disclosures specific to Eloi). Continue monitoring for any future related-party transactions or changes in committee composition and equity award practices .