Keith Crandell
About Keith L. Crandell
Independent director (Class III) at 908 Devices Inc. since 2012; age 64 as of April 28, 2025. Managing Director at ARCH Venture Partners since 1994 with deep experience investing in emerging technology companies; current public board seat at Twist Bioscience. Education: B.S. in chemistry and mathematics (St. Lawrence University), M.S. in chemistry (University of Texas at Arlington), MBA (University of Chicago). The board cites his financial expertise and substantial investor experience as core credentials supporting his service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCH Venture Partners | Managing Director | Jul 1994–Present | Early-stage tech investor; brings financial and governance expertise to MASS board |
| 908 Devices Inc. | Director (Class III) | Jun 2012–Present | Board member with financial expertise; contributes to audit, compensation, and nominating committees |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Twist Bioscience (NASDAQ: TWST) | Director | Public company | Focused on silicon-based DNA writing platform and genomic tools |
| Univ. of Chicago Booth Polsky Center | Entrepreneurship Advisory Board | Academic | Advisory role supporting innovation/entrepreneurship |
| Univ. of Chicago Pritzker School of Molecular Engineering | Advisory Council | Academic | Advisory role |
| Partners Innovation Fund (Harvard Med. affiliates) | Investment Advisory Board | Venture | Investment advisory function |
| Several private companies | Director | Private | Board member at multiple private firms (names not disclosed) |
Board Governance
- Independence: The board determined all directors except the CEO are independent under Nasdaq/SEC rules; this includes Mr. Crandell. The board explicitly considered associations with holders of >5% stock when making independence determinations.
- Committees (2024):
- Audit Committee: Member (Chair: Fenel M. Eloi); 5 meetings in 2024.
- Compensation Committee: Member (Chair: Jeffrey P. George); 3 meetings in 2024.
- Nominating & Corporate Governance Committee: Member (Chair: Mark Spoto); 2 meetings in 2024.
- Board attendance: Board met 10 times in 2024; each director attended at least 75% of aggregate board/committee meetings (Hunt recused for certain meetings due to a Repligen-related transaction; no exception noted for Crandell).
- Board structure: Independent Chair separate from CEO (Chair: E. Kevin Hrusovsky).
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Board cash retainer | 40,000 | Standard non-employee director retainer |
| Audit Committee member fee | 10,000 | Member (not chair) |
| Compensation Committee member fee | 10,000 | Member (not chair) |
| Nominating & Governance Committee member fee | 7,500 | Member (not chair) |
| Total cash earned (FY2024) | 67,500 | Sum of above; aligns to director comp table |
| FY2024 Director Compensation Summary | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Keith L. Crandell | 67,500 | 67,502 | 67,502 | 202,504 |
Policy notes:
- Cash fee schedule above reflects the Non‑Employee Director Compensation Policy. Chair premiums exist but Crandell is not a chair.
Performance Compensation
| Equity Grant (FY2024) | Grant Date | Security | Shares/Units | Grant-Date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Annual equity award | Jun 13, 2024 | RSUs | 11,364 | 67,502 | Cliff vest at next annual meeting/1-year anniversary; pro rata if service ends earlier | N/A |
| Annual equity award | Jun 13, 2024 | Stock Options | 15,996 | 67,502 | Monthly over 1 year from grant | 10 years; exercise price = closing market price on grant date |
Outstanding (as of Dec 31, 2024):
- RSUs: 11,364 units.
- Options: 52,907 shares outstanding.
Additional features:
- Equity awards to directors are service-based; no performance metrics disclosed for director equity.
- Equity timing policy avoids MNPI-driven timing; options priced at market on grant date.
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No 908 Devices executive served on another company’s comp committee where a MASS director served as an executive.
- Shared directorships/conflicts: None disclosed beyond ARCH affiliation (see Related-Party/Ownership below).
Expertise & Qualifications
- Board’s assessment: financial expertise and substantial experience as an investor in emerging companies.
- Education: B.S. (St. Lawrence University), M.S. (Univ. of Texas at Arlington), MBA (Univ. of Chicago).
Equity Ownership
| Beneficial Ownership (as of Apr 17, 2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 5,803,243 | 16.2% | Includes ARCH VII position, direct holdings, and options/RSUs exercisable/vesting within 60 days |
| ARCH Venture Fund VII, L.P. | 5,725,045 | — | Held by ARCH VII; Crandell is a managing director of ARCH VII LLC (GP of ARCH Partners VII, GP of ARCH Fund VII); he disclaims beneficial ownership except to the extent of his pecuniary interest |
| Direct common shares | 13,927 | — | Held directly by Crandell |
| Options/RSUs (within 60 days) | 64,271 | — | Options/RSUs counted for 60-day beneficial ownership |
Alignment, policies, and restrictions:
- Stock ownership policy: non-employee directors expected to hold ≥3x annual board cash retainer; qualifying forms of ownership include direct shares and unvested time-based RSUs (options and unvested PSUs excluded).
- Hedging/pledging: Prohibited from short sales, derivatives, and hedging strategies; pledging and margin are prohibited; no waivers granted to date.
- Insider trading policy applies to directors; filed as exhibit to 2024 10-K.
Related Party & Conflicts Review
- Transactions: No related party transactions >$120,000 since Jan 1, 2024, other than standard compensation disclosures.
- Registration rights: ARCH Venture Fund VII, L.P. is a >5% stockholder with registration rights under the Fourth Amended and Restated Registration Rights Agreement; MASS pays registration expenses (excluding underwriting discounts/commissions) per terms.
- Independence overlay: The board considered associations with >5% holders (including ARCH) when assessing independence; Crandell is deemed independent.
Shareholder Voting Context (2025 Annual Meeting)
- Quorum: 70.8% of outstanding shares present/represented (25,290,637 of 35,739,753).
- Items voted: Election of three Class II directors; ratification of PwC as auditor (25,105,612 For; 17,382 Against; 167,643 Abstain). Note: Crandell (Class III) was not up for election in 2025.
- Say-on-Pay: As an Emerging Growth Company, 908 Devices is not required to conduct say‑on‑pay or pay-versus-performance disclosures.
Governance Assessment
-
Strengths
- Independent status with extensive financial/investment expertise; serves across all three key committees (audit, comp, nom/gov), supporting board effectiveness.
- Robust director ownership/insider trading policies (3x retainer ownership guideline; hedging/pledging prohibitions; no waivers).
- No related‑party transactions disclosed in the period; no compensation committee interlocks.
- Attendance threshold met (≥75% of aggregate meetings); board and committees met regularly in 2024.
-
Watch‑outs / potential conflicts
- Significant beneficial ownership influence via ARCH (16.2% of shares outstanding) where Crandell is a managing director of the GP may present perceived conflicts, especially given his service on Audit and Compensation committees, though the board affirms his independence after considering such associations.
- Multi‑committee workload (member of all three committees) can create capacity constraints if emergent issues arise.
-
Compensation alignment
- Director pay is balanced: cash retainer plus annual equity split between RSUs and options with time‑based vesting; no performance metrics (appropriate for directors) and at‑market option pricing.
-
Risk indicators
- No legal proceedings involving directors; D&O indemnification in place; clawback policy adopted for executives consistent with Nasdaq rules.
Notes on Data Availability
- Director equity grant details (grant date, shares, grant-date fair values, and vesting) are disclosed; numeric option exercise prices are set at market per policy but specific prices for director awards are not itemized in the proxy.
- No director-specific say‑on‑pay or shareholder feedback metrics apply due to EGC status.