Robert Chess - Lead Independent Director | Twist Bioscience (TWST) Executive Profile & Compensation

About Robert Chess

Robert Chess, age 67, is an independent Class III director of Twist Bioscience (TWST) who has served on the Board since July 2014; he has been Lead Independent Director since October 30, 2018 and currently chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee . He is Chairman of Nektar Therapeutics (public company), a role he has held since 1999 after serving on its board and in leadership since 1992; he also serves as a lecturer at the Stanford Graduate School of Business (since 2004) and holds a B.S. in Engineering (Caltech) and an M.B.A. (Harvard) . The Board has determined that Mr. Chess is independent under SEC and Nasdaq standards . His current term expires at the 2027 annual meeting as a Class III director .

Past Roles

Organization	Role	Tenure	Committees/Impact
Nektar Therapeutics	CEO and/or Chairman; Chairman since 1999	1992–present	Long-tenured public company board leadership
Pharsight Corp. (public)	Director	Prior service (dates not specified)	Public company board experience
CoTherix, Inc. (public)	Director	Prior service (dates not specified)	Public company board experience

External Roles

Organization	Role	Tenure	Notes
Nektar Therapeutics	Chairman of the Board	1999–present	Public therapeutics company
Stanford Graduate School of Business	Lecturer	2004–present	Academic governance/teaching role
Two private companies	Director	Current	Additional board exposure (private)

Board Governance

Committee assignments and roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
Board structure and tenure: Classified board; Chess is Class III with term expiring 2027 .
Independence: Board determined Chess is independent under SEC/Nasdaq standards .
Attendance and engagement: In FY2024, each director attended at least 75% of aggregate Board/committee meetings; all then-serving directors attended the 2024 annual meeting .
Committee activity (FY2024): Audit & Risk Committee held 5 meetings; Compensation Committee held 4 meetings; Nominating & Corporate Governance Committee membership includes Chess as chair .
Lead Independent Director authority: Provides independent oversight including regular executive sessions under the unified Chair/CEO structure .

Fixed Compensation

Component (FY2024)	Amount	Detail
Cash fees	$92,500	Sum of Lead Independent Director retainer ($75,000), Compensation Committee member ($7,500), and Nominating & Corporate Governance Chair ($10,000) per policy; total matches cash fees disclosed for Chess .
Equity – RSUs (grant date 2/6/2024)	$214,981 (grant-date fair value)	5,815 RSUs granted; vests 100% on earlier of one year from grant or the next annual meeting, subject to service .
Options granted in FY2024	$0	No options granted to non-employee directors in FY2024 .

Retainer schedule (non-employee directors – in effect per FY2024 proxy):

Role	Member Annual Retainer	Chair or Lead Director Annual Retainer
Board of Directors	$45,000	$75,000
Audit Committee	$10,000	$20,000
Compensation Committee	$7,500	$17,500
Nominating & Corporate Governance	$5,000	$10,000
Corporate Responsibility	—	$10,000

Initial and annual equity grants (policy):

Initial director grant: $395,000 in RSUs; vests 1/3 annually over 3 years, service-based .
Annual grant: $240,000 in RSUs; vests in full on the earlier of one year from grant or next annual meeting, service-based .
Change-in-control: Director RSUs under the policy vest fully immediately prior to closing if the director remains a service provider until that time .

Performance Compensation

Performance Element	Structure	Metrics/Notes
Short-term cash incentives	None for non-employee directors	Not applicable to directors .
Equity performance linkage	Time-based only for director RSUs	Annual/initial RSUs are time-vested; no performance metrics disclosed for directors .
Options	None granted in FY2024	No option grants to directors in FY2024 .
Clawback	Awards subject to Company’s Compensation Recovery Policy	Equity awards under the plan are subject to recoupment; Company maintains a Dodd-Frank compliant recovery policy for incentive comp (primarily executives) .
Hedging/Pledging	Prohibited	Company does not permit short-sales, hedging or pledging of its stock .

Other Directorships & Interlocks

Company	Role	Interlocks/Conflicts
Nektar Therapeutics (public)	Chairman	No related-party transactions involving Chess disclosed; Compensation Committee disclosed no interlocks or relationships under Item 404 for its members (including Chess) in FY2024 .

Related-party transactions oversight resides with the Audit & Risk Committee; FY2024 related-party transactions disclosed involved GeneDx (CEO Leproust sits on GeneDx board) and GRAIL (director Ragusa is CEO), not Chess or Nektar .

Expertise & Qualifications

Skills matrix attributes to Chess expertise across Finance, Public Company Board/CEO, Risk Oversight, Strategic Planning, Technology Innovation, Talent Management, Executive Leadership, Corporate Governance & Sustainability, and Science R&D .
Education: B.S. in Engineering with Honors (Caltech); M.B.A. (Harvard) .

Equity Ownership

As of date	Common Stock	Options Exercisable within 60 Days	RSUs Vesting within 60 Days	Aggregate Beneficial Ownership	% of Outstanding
Dec 6, 2024	15,826	51,275	—	67,101	<1%

Additional equity detail:

Outstanding option awards as of Sept 30, 2024 (not necessarily exercisable): 58,379 (Chess) .
Hedging/pledging: Not permitted by policy .
Director-specific stock ownership guidelines: Not referenced; Company discloses executive stock ownership guidelines (CEO 3x base salary; other NEOs 1x) .

Governance Assessment

Strengths:
- Long-tenured biotech board leader serving as Lead Independent Director with governance chair role; explicit Board affirmation of his independence .
- Clear director pay structure with cash retainers aligned to responsibilities and equity in RSUs, promoting alignment; no options granted to directors in FY2024 .
- Robust governance policies: prohibition on hedging/pledging, clawback applicability to awards, and strong say-on-pay support (~94% in 2024) indicating investor confidence .
- Attendance: Board reports at least 75% meeting attendance for all directors in FY2024 and full annual meeting attendance by then-serving directors .
Watch items:
- Section 16(a) compliance note: one Form 4 (for annual director RSU grant) filed one day late in 2024 for several directors including Chess; immaterial, but monitor for recurrence .
- External chairmanship (Nektar) increases overall time demands; no TWST-related party transactions with Nektar disclosed, and no compensation committee interlocks reported, mitigating conflict concerns .
- Director equity is time-based (no performance metrics), which is standard but provides less explicit pay-for-performance tethering versus PSUs; however, Company emphasizes alignment via RSUs and prohibits hedging/pledging .
Compensation structure signals (YoY):
- Cash fees for Chess increased to $92,500 in FY2024 vs. $88,988 in FY2023, consistent with prior policy updates that elevated lead independent director and committee chair retainers .
- Annual director RSU target increased to $240,000 in current policy (from $215,000 disclosed in prior-year proxy), indicating a modest shift upward in equity grants to directors, still time-based .

Director Compensation (Detail)

Fiscal Year	Fees Earned or Paid in Cash ($)	Stock Awards (RSUs) – Grant-Date Fair Value ($)	Options ($)	Total ($)
2024	92,500	214,981	—	307,481
2023	88,988	214,990	—	303,978

Grant specifics:

5,815 RSUs granted on Feb 6, 2024 (grant-date fair value $214,981); one-year/next-AGM cliff vest .
No director option grants in FY2024; Chess had 58,379 options outstanding as of Sept 30, 2024 (legacy awards) .

Other Directorships & Interlocks

Company	Market	Role	Committee Roles
Nektar Therapeutics	Public	Chairman	Not specified here
Pharsight Corp.	Public (historical)	Director	Not specified here
CoTherix, Inc.	Public (historical)	Director	Not specified here

Compensation Committee Interlocks: None reported for FY2024; no Item 404 relationships for committee members including Chess .

Equity Ownership & Incentives Summary

Item	Detail
Beneficial ownership (Dec 6, 2024)	67,101 shares (15,826 common + 51,275 options exercisable within 60 days), <1% of shares outstanding .
Outstanding options (Sep 30, 2024)	58,379 options outstanding (not necessarily exercisable as of that date) .
RSUs vesting within 60 days (Dec 6, 2024)	None .
Hedging/Pledging	Prohibited .
Clawback/Recoupment	Awards under equity plan subject to recoupment; Company maintains Dodd-Frank-compliant recovery policy (primarily executives) .

Governance Notes on Related Parties and Policies

Related-party policy: Audit & Risk Committee must review/approve related-person transactions; disclosed FY2024 transactions related to other directors/officers (GeneDx, GRAIL), not Chess .
Committee responsibilities include oversight of related-party transactions and cybersecurity/risk management (Audit & Risk), and pay and succession (Compensation) .

Insider Filing Compliance

Item	Detail
Section 16(a) compliance FY2024	One Form 4 for Chess (and certain other directors) filed one day late related to the annual director equity grant; otherwise timely filings based on Company review .

Governance Assessment (Bottom Line)

Board effectiveness: Chess provides seasoned independent leadership, chairs governance, and participates in compensation oversight, with attendance thresholds met and strong shareholder support for compensation practices, supporting investor confidence .
Conflicts: No disclosed related-party transactions or interlocks involving Chess; ongoing monitoring warranted given external chair role at Nektar .
Alignment: Mix of cash retainers tied to responsibilities and RSU-based equity without hedging/pledging permitted; ownership <1% but equity awards promote alignment; clawback and governance controls are in place .