Keith Crandell
Twist BioscienceAbout Keith Crandell
Independent Class II director of Twist Bioscience (TWST), age 64, serving since October 2013. Crandell is Managing Director at ARCH Venture Management, a venture firm focused on early-stage technology; he holds a B.S. in Chemistry and Mathematics (St. Lawrence University), an M.S. in Chemistry (University of Texas, Arlington), and an MBA (University of Chicago). The Board has determined he is independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCH Venture Management, L.P. | Managing Director | 1986–present | Venture investor in tech/life sciences; governance experience |
| Twist Bioscience | Director (Class II) | Oct 2013–present | Compensation Committee Member; Nominating & Corporate Governance Committee Member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 908 Devices Inc. (public) | Director | Current | Board governance in analytical devices; industry network |
| Quanterix Corp. (public) | Director | 2007–Jun 2023 | Life sciences governance; exited 2023 |
| DA32 Life Science Tech Acquisition Corp. (SPAC) | Director | Jul 2021–latter half 2023 | SPAC governance |
Board Governance
- Committee assignments: Compensation Committee Member; Nominating & Corporate Governance Committee Member .
- Independence: Board determined Crandell is “independent” under SEC and Nasdaq rules .
- Attendance/engagement: Each director attended ≥75% of aggregate Board/committee meetings in FY2024; all then-serving directors attended the 2024 Annual Meeting .
- Board activity: Board held 4 meetings in FY2024; Audit & Risk Committee held 5 (including an additional SOX program meeting); Compensation Committee held 4; Nominating & Corporate Governance Committee held 4 .
- Lead Independent Director is Robert Chess; unified Chair/CEO structure with executive sessions led by LID .
Fixed Compensation
| Component | Policy Amount (Annual) | Crandell FY2024 Actual | Notes |
|---|---|---|---|
| Board Cash Retainer | $45,000 | $45,000 | Paid quarterly in arrears |
| Compensation Committee Member | $7,500 | $7,500 | Member retainer |
| Nominating & Corporate Governance Member | $5,000 | $5,000 | Member retainer |
| Total Cash Fees | — | $57,500 | Sum of retainers |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Feb 6, 2024 | 5,815 | $214,981 | 100% on earlier of 1-year anniversary or next annual meeting; service requirement |
| Stock Options (outstanding, no 2024 grant) | — | 22,858 options outstanding | — | No 2024 option grants to directors; legacy options remain |
- Director program: Initial RSU grant for new directors $395,000 (RSUs, 3-year ratable vest); Annual RSU grant target $240,000; full vest on earlier of one year or next annual meeting; change-in-control acceleration per plan .
Other Directorships & Interlocks
- Current public board: 908 Devices Inc. (devices for biomolecular analysis) .
- Prior public boards: Quanterix (until Jun 2023); DA32 Life Science Tech Acquisition (until latter half 2023) .
- Board-level related-party landscape at TWST: TWST supplies GeneDx ($8M FY2024 revenue) where TWST’s CEO serves on the board, and GRAIL ($3M FY2024 revenue) where director Robert Ragusa is CEO; TWST states transactions are on standard commercial terms and reviewed under related-party policy .
- Consultant/peer practices: Compensation committee uses independent consultant (Meridian); committee and peers reviewed annually .
Expertise & Qualifications
- Domain expertise: Technology, life sciences, biotechnology; finance and corporate governance perspectives from venture and multiple board roles .
- Education: B.S. Chemistry/Mathematics (St. Lawrence); M.S. Chemistry (UT Arlington); MBA (University of Chicago) .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Aggregate Shares | Ownership % |
|---|---|---|---|---|---|
| Keith Crandell | 88,236 | 22,858 | — | 111,094 | <1% |
| Note | — | — | — | The “Keith Crandell Trust” owned 76,047 shares per Form 4 (Feb 10, 2022) | — |
- RSUs outstanding: 5,815 RSUs as of 9/30/2024 for each non-employee director (including Crandell) .
- Hedging/pledging: Company prohibits hedging and pledging of company stock, with limited exceptions; blackout windows and 10b5-1 plans permitted .
Governance Assessment
- Board effectiveness: Crandell contributes venture, finance, and sector knowledge across compensation and nominating committees; independence affirmed; attendance thresholds met, supporting engagement and oversight .
- Alignment and pay: Cash fees reflect committee service; equity is time-based RSUs with annual vest upon next meeting—moderate alignment without performance metrics for directors; no director options granted in 2024 .
- Ownership: Personal and trust holdings plus exercisable options indicate skin-in-the-game, though <1% ownership; RSU awards maintain exposure to stock outcomes; hedging/pledging restrictions bolster alignment .
- Conflicts/related parties: No related-party transactions disclosed for Crandell; broader board interlocks (CEO at GeneDx; Ragusa at GRAIL) are disclosed with controls—no Crandell involvement noted; audit committee reviews related parties .
- Shareholder signals: Say-on-pay garnered ~94% approval in Feb 2024, indicating investor support for compensation practices; stockholder engagement expanded in recent years .
- RED FLAGS:
- Seven Form 4s filed one day late in FY2024, including Crandell, tied to annual director equity awards—minor administrative lapse .
- Director equity is primarily time-based RSUs (no performance metrics), which offers alignment but limited pay-for-performance signaling at the director level .
Overall: Crandell appears to be an independent, engaged director with relevant sector/venture expertise, standard director pay structure, and no disclosed related-party conflicts. Oversight quality is supported by committee roles and attendance; alignment is maintained through RSU exposure and trading/pledging constraints .
Notes on Policies Relevant to Governance
- Related-party transaction policy: Audit & Risk Committee pre-approves; formal written policy; recent disclosures on GeneDx and GRAIL transactions .
- Equity plan governance: Amended and Restated 2018 Equity Incentive Plan proposes added share reserve, eliminates evergreen, prohibits repricing/buyouts without stockholder approval, and defers dividends on unvested awards; change-in-control treatment clarified .
- Compensation governance: Independent committee, capped payouts, clawback policy approved Nov 2, 2023; hedging/pledging prohibited .