Nelson Chan
Twist BioscienceAbout Nelson C. Chan
Nelson C. Chan (age 63) has served on Twist Bioscience’s Board since May 2019 and is currently a Class I nominee; he serves as a member of the Audit & Risk Committee, a member of the Nominating & Corporate Governance Committee, and as Lead Director for Corporate Responsibility . He was previously CEO of Magellan Navigation (2006–2008) and held senior roles at SanDisk (1992–2006); earlier in his career he worked in marketing/engineering at Chips and Technologies, Signetics, and Delco Electronics. He holds a B.S. in Electrical and Computer Engineering (UC Santa Barbara) and an MBA (Santa Clara University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Navigation | Chief Executive Officer | 2006–2008 | Led consumer GPS/navigation company as CEO |
| SanDisk Corporation | EVP & GM, Consumer Business; senior management roles | 1992–2006 | Drove global consumer flash business |
| Chips and Technologies; Signetics; Delco Electronics | Marketing/Engineering roles | 1983–1992 | Early-career technical and product roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics Incorporated | Chairman of the Board; member, Audit; member, Nominating & Corporate Governance | Current | Board leadership; committee oversight |
| Deckers Outdoor Corporation | Director; member, Audit; member, Nominating & Corporate Governance | Current | Financial and governance oversight |
| GCT Semiconductor | Director; member, Nominating & Corporate Governance | Current | Governance oversight |
| Adesto Technologies | Chairman of the Board | 2010–2020 (until acquisition) | Led board until sale to Dialog Semiconductor |
| Affymetrix Inc. | Director | 2010–2016 (until acquisition) | Board member until sale to Thermo Fisher |
| Outerwall Inc. | Chairman (2013–2016); Director (2011–2013) | 2011–2016 (until acquisition) | Board leadership until sale to Apollo |
| Socket Mobile | Director | 2016–2019 | Board member |
| Silicon Laboratories | Director | 2007–2010 | Board member |
Board Governance
- Independence: Board determined Mr. Chan is independent under SEC and Nasdaq rules .
- Committee assignments and expertise:
- Audit & Risk Committee member; designated an “audit committee financial expert” (along with Jan Johannessen) .
- Nominating & Corporate Governance Committee member .
- Lead Director for Corporate Responsibility; oversees CR goals and progress and supports the CR steering committee .
- Attendance: In FY2024, each director attended at least 75% of aggregate Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Meetings held FY2024: Board (4); Audit & Risk (5); Compensation (4); Nominating & Corporate Governance (4) .
- Class and term: Class I nominee for election at Feb 2025 Annual Meeting; term would extend to the 2028 annual meeting if elected .
Fixed Compensation
| Component | Policy/Rate | Mr. Chan’s FY2024 Cash | Notes |
|---|---|---|---|
| Board annual retainer (member) | $45,000 | — | Policy rate |
| Audit & Risk Committee (member) | $10,000 | — | Policy rate |
| Nominating & Corporate Governance (member) | $5,000 | — | Policy rate |
| Lead Director – Corporate Responsibility | $10,000 | — | Policy rate |
| Total Cash Fees (actual) | — | $70,000 | Mr. Chan’s FY2024 fees earned; aligns with $45k + $10k + $5k + $10k = $70k |
- No meeting fees; fees are paid as retainers; committee chairs/lead roles receive higher retainers per policy .
Performance Compensation
| Grant Date | Instrument | # Units / Fair Value | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|---|
| Feb 6, 2024 | RSUs | 5,815 RSUs; $214,981 grant date fair value | 100% vests on earlier of 1-year from grant or next Annual Meeting, subject to service | Director RSUs vest in full immediately prior to closing if the director remains a service provider until just before a “change in control” (single-trigger acceleration for director awards) | Directors receive annual RSUs targeted at $240,000 at each stockholder meeting; initial joining grant $395,000 RSUs (three-year ratable vesting) |
- Non-employee directors received no option grants in FY2024; Mr. Chan had 38,396 options outstanding as of 9/30/24 (legacy awards) .
- Plan features: no tax gross-ups; awards subject to clawback per Compensation Recovery Policy; no repricing/cash buyouts without stockholder approval .
- Performance metrics: Director equity is service-based (no performance metrics) .
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Synaptics | Semiconductors | Chairman; Audit; Nominating & Corporate Governance | None disclosed with TWST’s customers/suppliers |
| Deckers Outdoor | Consumer footwear/apparel | Director; Audit; Nominating & Corporate Governance | None disclosed with TWST’s customers/suppliers |
| GCT Semiconductor | Semiconductors | Director; Nominating & Corporate Governance | None disclosed with TWST’s customers/suppliers |
- Related-party transactions policy requires Audit & Risk Committee review/approval; proxy discloses transactions with GeneDx and GRAIL (director Ragusa’s employer), but none involving Mr. Chan were disclosed .
Expertise & Qualifications
- Skills matrix flags Mr. Chan for: Public Company Board/CEO, Finance Expert, Global Commercial Operations, Risk Oversight, Strategic Planning, Technology Innovation, Talent Management, Executive Leadership, Corporate Governance & Sustainability, and Science R&D .
- Audit & Risk “financial expert” designation (SEC Reg S-K Item 407(d)) .
- Education: B.S. ECE (UC Santa Barbara); MBA (Santa Clara University) .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Aggregate Beneficial | % of Outstanding |
|---|---|---|---|---|---|
| Nelson C. Chan | 17,776 | 38,396 | — | 56,172 | <1% (based on 59,522,846 shares at 12/6/24) |
Additional alignment/policies:
- Hedging and pledging of company stock by directors are prohibited (limited exceptions may be granted); 10b5-1 trading plans permitted .
- The proxy references executive and director stock ownership guidelines generally but does not disclose a specific multiple for directors; NEO guidelines are 3x CEO salary and 1x for other NEOs .
Insider Trades and Section 16 Compliance
| Date/Period | Filing/Trade | Detail |
|---|---|---|
| FY2024 | Section 16(a) | One Form 4 for each non-employee director (including Mr. Chan) related to the 2024 annual RSU grant was filed one day late |
| Feb 6, 2024 | RSU grant | 5,815 RSUs granted to each non-employee director (including Mr. Chan), vesting per director policy |
Governance Assessment
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Strengths:
- Independent director with substantive operating and board experience; designated audit committee financial expert, bolstering financial oversight .
- Active committee roles (Audit & Risk; Nominating & Corporate Governance) and leadership as Lead Director for Corporate Responsibility; structured ESG oversight cadence .
- Director pay emphasizes equity; annual RSUs with straightforward, time-based vesting; no director options in FY2024; clawback coverage; no tax gross-ups; no option repricing without shareholder approval .
- Shareholder alignment signal: 2024 Say-on-Pay support ~94% (context for compensation governance) .
-
Potential watch items / RED FLAGS:
- Single-trigger acceleration for director RSUs upon change in control (common but some investors prefer double-trigger) .
- Minor compliance lapse: 2024 director Form 4 filed one day late for annual RSU award (administrative) .
- Multiple external public board commitments (Chair at Synaptics; director at Deckers; plus private boards) may increase time demands; attendance policy threshold was met (≥75%) in FY2024, but continued monitoring warranted .
- Related-party transactions exist at the company level (GeneDx, GRAIL) though none involve Mr. Chan; Audit & Risk Committee maintains oversight .
-
Compensation structure signals:
- RSU-only approach for directors (no options since at least FY2024) reduces risk-taking incentives and aligns with shareholder-friendly practice; cash retainer levels and role premia are transparent and consistent with policy .
- Equity awards subject to company’s clawback policy; plan codifies best-practice features (no evergreen, no discounted options, no repricing without shareholder approval) .
Overall, Mr. Chan brings deep finance and operating expertise, meaningful audit oversight credentials, and formal responsibility for corporate responsibility governance. The profile supports board effectiveness with limited governance risks specific to him, aside from standard change-in-control vesting terms and one administrative late Form 4 filing in FY2024 .