Melissa Starovasnik
Twist BioscienceAbout Melissa A. Starovasnik, Ph.D.
Independent director of Twist Bioscience since August 2021; age 59. Former Senior Scientific Advisor, Research at Genentech (2017–2021) and long-time research leader focused on protein and antibody drug discovery; B.S. in Chemistry and Ph.D. in Biochemistry from University of Washington. Currently serves as Compensation Committee Chair at TWST, with expertise in biotechnology R&D leadership, risk oversight, and talent management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech, Inc. | Senior Scientific Advisor, Research | 2017–2021 | Scientific leadership in protein/antibody discovery |
| Genentech, Inc. | VP, Protein Sciences; Head of Large Molecule Drug Discovery | 2011–2017 | Led ~200 employees; drug discovery portfolio oversight |
| Genentech, Inc. | Various roles of increasing responsibility | 1993–2017 | Integral member of research leadership team |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aarvik Therapeutics Inc. | Scientific Advisory Board Member | Current | Advisory role (non-director) |
| Abiologics | Scientific Advisory Board Member | Current | Advisory role (non-director) |
| Adaxion | Scientific Advisory Board Member | Current | Advisory role (non-director) |
| Denali Therapeutics Inc. | Scientific Advisory Board Member | Current | DNLI is public; role is SAB, not board director |
| Expansion Therapeutics | Scientific Advisory Board Member | Current | Advisory role (non-director) |
| Medium Biosciences | Scientific Advisory Board Member | Current | Advisory role (non-director) |
Board Governance
- Committee assignments: Compensation Committee (Chair); committee comprised of Chess, Crandell, Ragusa, and Starovasnik; all independent under Nasdaq/SEC, with Ragusa recusing himself from approving equity grants to directors/officers for Rule 16b-3 purposes .
- Independence: Board determined Starovasnik is independent under SEC and Nasdaq standards .
- Attendance: During FY2024, each director attended at least 75% of Board/committee meetings; Board held 4 meetings; Audit & Risk held 5; Compensation held 4; Nominating & Corporate Governance held 4; all then-serving directors attended the 2024 Annual Meeting .
- Leadership: CEO serves as Chair; Robert Chess is Lead Independent Director, enabling regular executive sessions for independent oversight .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Board annual cash retainer (Member) | $45,000 | Paid quarterly in arrears |
| Compensation Committee Member retainer | $7,500 | Higher retainer for chair |
| Compensation Committee Chair retainer | $17,500 | Chair premium |
| Audit Committee Member retainer | $10,000 | If applicable |
| Nominating & Corporate Governance Member retainer | $5,000 | If applicable |
| Corporate Responsibility Lead Director retainer | $10,000 (Lead Director role, not applicable to Starovasnik) | Reference schedule |
Director cash paid (FY2024):
| Name | Fees Earned or Paid in Cash ($) |
|---|---|
| Melissa A. Starovasnik, Ph.D. | $62,500 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant | Feb 6, 2024 | 5,815 RSUs | $214,981 | 100% vest on earlier of 1-year anniversary or next annual meeting, subject to service | Non-employee director annual grant under policy |
| Stock options (FY2024 awards) | — | — | — | — | No options granted to directors in FY2024 |
| Options outstanding (as of 9/30/2024) | — | 2,739 | — | Exercisable position disclosure only | Aggregate options held by Starovasnik |
- Director equity grant policy: Initial director RSU grant value $395,000 over 3 years (time-based); annual RSU grant target $240,000, vests on earlier of one year or next annual meeting; change-in-control acceleration for director RSUs immediately prior to closing if the director remains a service provider until such time .
- Clawback: Compensation Recovery Policy approved Nov 2, 2023 for executive performance-based incentives; directors’ RSUs are time-based; policy applies to covered executive officers .
- Hedging/pledging: Company prohibits hedging and pledging of company securities; limited exceptions may be granted; margin accounts not permitted .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships (current) | None disclosed for Starovasnik . |
| Advisory roles (potential ecosystem interlocks) | SAB memberships at multiple biotech firms (e.g., Denali Therapeutics), which may indicate industry connectivity but are not board directorships . |
| Board-level related-party transactions (context) | TWST reported revenue from GeneDx ($8M FY2024; CEO Leproust sits on GeneDx board) and GRAIL ($3M FY2024; director Ragusa is GRAIL CEO); relationships operated on standard commercial terms and reviewed under related-party policy; Ragusa recuses from certain comp matters under Rule 16b-3 . |
Expertise & Qualifications
- Deep biotechnology R&D expertise, including protein sciences and large molecule discovery leadership; risk oversight, strategic planning, technology innovation, and talent management highlighted among Board skills matrices .
Equity Ownership
| Holder | Common Stock | Options Exercisable within 60 days | RSUs Vesting within 60 days | Aggregate Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Melissa A. Starovasnik, Ph.D. | 11,339 | 2,739 | — | 14,078 | <1% |
- Section 16(a) compliance: Seven Form 4s (including Starovasnik) were filed one day late related to the 2024 annual director equity awards—minor administrative lapse disclosed .
- Ownership guidelines: Company discloses executive stock ownership guidelines (CEO 3x salary; other NEOs 1x) and retention requirements; director-specific ownership guidelines not disclosed .
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair, Starovasnik oversees executive pay design with an independent consultant (Meridian), annual risk assessments, double-trigger CIC provisions, and prohibited hedging/pledging—aligned with governance best practices and investor expectations .
- Attendance and engagement: Board and committees met regularly in FY2024; directors met the 75% attendance threshold and all attended the 2024 Annual Meeting, supporting effective oversight and engagement .
- Director compensation mix: For FY2024, Starovasnik’s compensation was primarily equity via time-based RSUs ($214,981) with modest cash fees ($62,500)—typical for non-employee directors and supportive of shareholder alignment; no director stock options granted in FY2024 .
- Potential conflicts and mitigating controls: While TWST has commercial relationships with GeneDx and GRAIL tied to other directors/executives, the Audit & Risk Committee reviews related-party transactions under a formal policy, terms are standard, and Ragusa’s recusal mitigates Rule 16b-3 conflicts within the Compensation Committee .
- Say-on-Pay signal: 2024 Say-on-Pay passed with approximately 94% support, indicating broad investor approval of compensation practices overseen by the committee chaired by Starovasnik ; formal vote totals recorded in the 8-K confirm strong support (For: 43,215,571; Against: 2,904,714; Abstentions: 31,874; Broker Non-Votes: 6,148,005) .
Supplemental Quantitative Disclosures
Director Compensation (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Melissa A. Starovasnik, Ph.D. | 62,500 | 214,981 | — | 277,481 |
Annual Director Equity Grant Terms
| Item | Value |
|---|---|
| Annual RSU grant shares | 5,815 RSUs |
| Grant date | Feb 6, 2024 |
| Vesting | 100% on earlier of one year or next annual meeting, subject to service |
| Grant date fair value | $214,981 |
Board & Committee Meetings (FY2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 4 |
| Audit & Risk Committee | 5 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 4 |
Say-on-Pay Voting (2024 Annual Meeting)
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 43,215,571 | 2,904,714 | 31,874 | 6,148,005 |
RED FLAGS and notes:
- Minor Section 16(a) administrative lapse (one-day late Form 4) related to annual director grants—immaterial but disclosed .
- Board-related party relationships with GeneDx and GRAIL warrant continued monitoring; current mitigants include standard commercial terms, formal related-party review, independence determinations, and Ragusa’s recusal from certain equity approvals .
- Directors’ equity is time-based RSUs (no performance metrics), typical for governance alignment but not tied to explicit performance outcomes; executive PRSUs (not director) remain performance-based, supporting overall pay-for-performance philosophy .