Ross Taylor
About Ross Taylor
Ross Taylor (61) is an independent Class II director of QT Imaging Holdings, Inc., appointed in March 2024; his current term runs through the 2026 annual meeting. He is CFO of BillionToOne, Inc., and previously served as SVP/CFO of Codexis (2019–Jan 2023) and CFO/VP Finance & Secretary of Abaxis (2015–2018), following a decade in equity research at CL King & Associates, UBS, and Smith Barney. Taylor holds an MBA from Columbia Business School and a BA in Economics from Duke University; he is designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BillionToOne, Inc. | Chief Financial Officer | Current (as of proxy) | Senior finance leadership for diagnostics company |
| Codexis, Inc. | SVP & Chief Financial Officer | Aug 2019 – Jan 2023 | Public company CFO experience in life sciences |
| Abaxis, Inc. | CFO, VP Finance & Secretary | Aug 2015 – Jul 2018 | CFO through acquisition by Zoetis in 2018 |
| Abaxis, Inc. | VP, Business Development & Investor Relations | Oct 2014 – Jul 2015 | Led BD/IR pre-CFO |
| CL King & Associates | SVP/Equity Research Analyst | Jul 2005 – Oct 2014 | Sell-side coverage, analytics |
| UBS; Smith Barney | Equity Research | Not disclosed | Prior research roles |
External Roles
- The proxy does not list any other current public-company directorships for Mr. Taylor.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules (Board determined) |
| Board classification | Class II director; term expires at the 2026 annual meeting |
| Committee assignments | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Financial expert | Designated “audit committee financial expert” under SOX 407; possesses “financial sophistication” under Nasdaq |
| Meetings held FY2024 | Board: 6; Audit: 4; Compensation: 1; Nominating & Corporate Governance: 1 |
| Attendance | Each incumbent director attended at least 75% of Board and committee meetings in 2024 (company-wide threshold disclosure) |
| Executive sessions | Board holds regular executive sessions of non-management directors; sessions were presided over by Chairman Dr. Avi S. Katz |
Fixed Compensation (Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director cash fees | $24,226 | Cash for director services |
| Special committee cash fees | $26,043 | Cash for service on special board committee(s) |
| Total cash | $50,269 | Sum of cash components |
Performance Compensation (Director Equity – 2024)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting | Total FV (USD) |
|---|---|---|---|---|---|---|
| Stock Options | 2024-07-03 | 40,000 | $0.748 | $0.47 per option | 1/3 on 2025-02-15; remaining 2/3 vest quarterly over the next two years (time-based; no performance metrics disclosed) | $18,920 |
Mix signal: For 2024, Mr. Taylor’s director pay mix was primarily cash ($50,269) versus option grant-date value ($18,920), implying ~73% cash / ~27% equity by grant-date value.
Other Directorships & Interlocks
- None disclosed for Mr. Taylor in the proxy.
Expertise & Qualifications
- Financial leadership: Public-company CFO roles at Codexis and Abaxis; current CFO of BillionToOne (diagnostics).
- Capital markets acumen: 10+ years in equity research (CL King, UBS, Smith Barney).
- Governance: Audit Committee Chair; SOX 407 “financial expert”; Nasdaq “financial sophistication.”
- Education: MBA, Columbia Business School; BA in Economics, Duke University.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 404,964 shares (1.4% of outstanding) |
| Warrants exercisable within 60 days (included above) | 171,232 shares via warrants |
| Stock options exercisable within 60 days (included above) | 62,500 shares via options |
Governance Assessment
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Strengths and alignment
- Independent director with deep finance background; serves as Audit Chair and designated “financial expert,” enhancing oversight of reporting, controls, and related-party review.
- Active committee engagement across Audit, Compensation, and Nominating; Board and committees met regularly in 2024, and all directors met the ≥75% attendance threshold.
- Meaningful beneficial ownership (1.4%), including vested options/warrants, provides alignment with shareholders.
-
Potential risks and red flags
- Executive sessions were presided over by the non-independent Chairman (Dr. Katz), who is also the spouse of the CEO (Dr. Dinu), which may raise independence/perception concerns; Audit Committee oversight (chaired by Mr. Taylor) is therefore critical.
- Company disclosed late Section 16(a) filings (1–2 days) for the July 3, 2024 option grants across all directors/executives—administrative in nature but noted for compliance rigor.
-
Controls and mitigating factors
- Audit Committee charter explicitly tasks the committee (chaired by Mr. Taylor) with pre-approving and reviewing related-party transactions, strengthening conflict oversight.
- Compensation Committee has authority to retain independent advisors and assess adviser independence; Mr. Taylor is a member.
Insider Trading & Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings | All directors and executive officers filed Form 4s for July 3, 2024 option grants one or two days late due to the July 4 holiday; two additional one-day late reports noted for other officers (not Mr. Taylor). |
Notes on Compensation Structure (Directors)
- Director equity grants are time-based options with a standardized vesting schedule; no performance metrics are disclosed for director equity, indicating fixed retainer plus time-based equity typical of small-cap governance structures.
- As an Emerging Growth Company, QTIH is exempt from say‑on‑pay and CEO pay ratio disclosures at this time.