Jan Johannessen
Twist BioscienceAbout Jan Johannessen
Independent director at Twist Bioscience (Class II) since October 2018; age 68. Former CFO, COO, CEO-level operator with deep finance and semiconductor experience; holds a B.S. in Business (University of Houston) and an MBA in International Business (Arizona State University). Currently serves as Advisor to iGlobe Partners (venture capital). Tenure on TWST board runs through the 2026 annual meeting; designated audit committee financial expert and independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conexant Systems, LLC (semiconductors) | CFO & Secretary | May 2013–May 2016 | Senior finance leadership |
| Conexant Systems, LLC | COO & Secretary | May 2013–Aug 2017 | Operations oversight |
| Conexant Systems, LLC | CEO | May 2016–Aug 2017 | Led company as chief executive |
| REC Silicon ASA (Oslo-listed) | CFO & Secretary | Aug 2008–May 2013 | Public company finance leadership |
| Lattice Semiconductor Corp. (NASDAQ) | CFO & Secretary | Dec 2003–May 2008 | Public company CFO |
| Lattice Semiconductor Corp. | Interim CEO & President | May 2008–Aug 2008 | Interim chief executive |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| iGlobe Partners (venture capital) | Advisor | Current | Strategic advisory capacity |
Board Governance
- Committee assignments: Audit and Risk Committee Chair; Nominating & Corporate Governance Committee Member .
- Independence: Determined independent by Board under Nasdaq/SEC standards; also designated an audit committee financial expert .
- Attendance: Board held 4 meetings in FY2024; Audit & Risk held 5 (including an additional SOX compliance meeting); Nominating & Corporate Governance held 4; all directors attended at least 75% of meetings and attended the 2024 Annual Meeting .
- Leadership structure: CEO is Board Chair; Lead Independent Director is Robert Chess; committee executive sessions support independent oversight .
- Risk oversight: Audit & Risk focuses on financial/legal/compliance and cybersecurity; Nominating & Corporate Governance oversees board composition and sustainability; Compensation oversees comp risk and succession with Nominating .
Fixed Compensation
| Component | Amount | Details | Grant/Vesting Terms |
|---|---|---|---|
| Board cash retainer | $45,000 | Annual cash retainer for non-employee directors | Paid quarterly |
| Audit & Risk Chair retainer | $20,000 | Annual chair fee | Paid quarterly |
| Nominating & Corporate Governance member retainer | $5,000 | Annual committee member fee | Paid quarterly |
| Total cash (FY2024) | $70,000 | Sum of board + chair + committee retainers | FY2024 actual |
| Annual RSU grant | $214,981 | 5,815 RSUs; grant date Feb 6, 2024 | 100% vest on earlier of 1-year anniversary or next annual meeting, subject to service |
| Options granted (FY2024) | — | None granted to directors in FY2024 | — |
| Options outstanding (as of 9/30/2024) | 45,162 | Director stock options outstanding | Exercisable counts disclosed |
Change-in-control term for directors: Director RSUs under the non-employee policy fully vest immediately prior to closing of a change in control if the director remains a service provider until that time .
Performance Compensation
| Element | Metrics | Weighting/Range | Notes |
|---|---|---|---|
| Performance-based awards (directors) | None disclosed | N/A | Non-employee director compensation consists of cash retainers and time-based RSUs; no director performance metrics disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction | Notes |
|---|---|---|---|
| GeneDx Holdings Corp. | Customer/supply relationship | $8M TWST revenue in FY2024; TWST CEO serves on GeneDx board | Related-party transactions reviewed per policy; CEO not involved in negotiations |
| GRAIL, LLC | Customer/supply relationship | $3M TWST revenue in FY2024; TWST director Ragusa is GRAIL CEO | Related-party transactions reviewed; standard terms |
| Jan Johannessen | Other public boards | None disclosed | External role is Advisor to iGlobe Partners; no current public boards disclosed |
Expertise & Qualifications
- Finance/audit: Designated audit committee financial expert; extensive CFO/CEO experience at public tech companies .
- Risk oversight/cyber: Audit & Risk committee has primary responsibility for cybersecurity and information security; Johannessen chairs the committee .
- Strategic/executive leadership: Board skills matrix indicates strengths across strategic planning, risk oversight, technology innovation, and executive leadership .
- Independence: Board determined Johannessen independent under Nasdaq/SEC standards .
Equity Ownership
| Holder | Common Stock | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Aggregate Shares | Ownership % |
|---|---|---|---|---|---|
| Jan Johannessen | 8,125 | 45,162 | — | 53,287 | <1%* |
- Historical awards under equity plan: Johannessen total shares subject to awards since plan inception: 84,578 .
- Hedging/pledging: Company prohibits hedging and pledging of Company securities, with limited exceptions; Rule 10b5-1 plans permitted .
- Ownership guidelines: Company maintains executive and director stock ownership guidelines to align interests; specific director multiples not quantified in proxy .
Governance Assessment
- Strengths:
- Audit and Risk Committee Chair and audit committee financial expert, enhancing credibility of financial oversight and cyber/information security governance .
- Independent status, robust attendance, and active committee engagement (Board 4 meetings, Audit 5, Nominating 4 in FY2024) support board effectiveness .
- Clear related-party transaction policy; Audit & Risk reviews RPTs. Relevant customer relationships (GeneDx, GRAIL) disclosed with standard terms; Jan’s oversight role mitigates conflict risk .
- Alignment and incentives:
- Director pay balanced between cash retainers and annual time-based RSUs; no performance-based director pay—reduces incentives tied to short-term stock metrics; change-in-control acceleration standard but may be viewed as shareholder-friendly clarity or potential misalignment depending on investor stance .
- Risk indicators and signals:
- Minor filing issue: one Form 4 filed one day late for 2024 annual director grant (affecting multiple directors including Johannessen) — administrative lapse, typically low materiality but to be monitored for repeat occurrences .
- No pledging/hedging permitted; no loans or related-party transactions involving Johannessen disclosed — positive alignment signal .
RED FLAGS: None material identified specific to Johannessen. Note the one-day late Section 16 filing (administrative) . Company-level RPTs exist with entities linked to other directors; oversight resides with the Audit & Risk Committee chaired by Johannessen .