Robert Ragusa - Director | Twist Bioscience (TWST) Executive Profile & Compensation

About Robert Ragusa

Robert Ragusa (age 65) has served on Twist Bioscience’s board since November 2016. He is currently CEO of GRAIL, LLC; previously Chief Operating Officer at Illumina (2013–2021) and EVP, Global Operations & Service at Accuray (2010–2013). He holds a B.S. in Biomedical and Electrical Engineering and an M.B.A. from the University of Connecticut, and an M.S. in Biomedical and Electrical Engineering from Carnegie Mellon University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Illumina, Inc.	Chief Operating Officer	Dec 2013 – Oct 2021	Led operations for a large public genomics company .
Accuray Incorporated	EVP, Global Operations & Service	Apr 2010 – Nov 2013	Managed global operations and service in radiation oncology .

External Roles

Organization	Role	Since	Notes
GRAIL, LLC (public since June 2024)	Chief Executive Officer	Oct 2021	Acquired by Illumina in Aug 2021; split out as a public company in June 2024 . Twist supplies GRAIL; Twist recognized $3M revenue from GRAIL in FY2024; terms are standard; Ragusa has no interest beyond normal commercial transactions .

Board Governance

Committee assignments: Audit and Risk Committee Member; Compensation Committee Member (not chair) .
Independence: Board determined Ragusa is independent under SEC and Nasdaq listing standards .
Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; all then-serving board members attended the 2024 Annual Meeting .
Meetings held FY2024: Board (4); Audit & Risk Committee (5, including an extra SOX review meeting); Compensation Committee (4); Nominating & Corporate Governance Committee (4) .
Audit committee expertise: Audit & Risk Committee members are independent; Chan and Johannessen are designated audit committee financial experts (Ragusa is a member but not the designated “financial expert”) .
Compensation committee note: For Rule 16b-3 purposes only, Ragusa is not a “non-employee director”; he recuses from approving equity grants to directors and officers, while remaining eligible for non-employee director compensation under Nasdaq/SEC rules .

Fixed Compensation (Non-Employee Director – FY2024)

Component	Amount
Cash fees earned/paid	$62,500
Equity – RSU grant date fair value	$214,981
Total	$277,481

Director fee schedule (policy):

Role	Member Annual Retainer	Chair/Lead 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 (Lead Director)

Performance Compensation (Non-Employee Director Equity)

Grant Type	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting	Notes
RSUs (annual grant)	Feb 6, 2024	5,815	$214,981	100% on earlier of 1-year anniversary or next annual meeting, subject to continuous service	No options granted to directors in FY2024 .
Director equity policy	Ongoing	—	Initial RSU value $395,000 at appointment; annual RSU value $240,000 thereafter	Initial RSUs vest 1/3 per year over 3 years; annual RSUs vest on earlier of 1-year or next annual meeting	Full acceleration of director RSUs immediately prior to closing upon change-in-control if serving until that time .

Other Directorships & Interlocks

Company	Role	Committee Roles (Other)	Interlock / Related Party Exposure
GRAIL, LLC	CEO	Not disclosed	Twist is a supplier to GRAIL; FY2024 revenue from GRAIL was $3M; terms at standard commercial conditions; Ragusa has no personal interest beyond typical customer transactions .

Expertise & Qualifications

Deep operating leadership in genomics and medtech; ecosystem partner experience; education in biotechnology, finance and management supports board role .
Board believes Ragusa’s operations experience at large public companies and sector education qualify him to serve as director .

Equity Ownership

Holder	Common Stock	Options Exercisable within 60 days	RSUs Vesting within 60 days	Aggregate Beneficial Ownership	% of Outstanding
Robert Ragusa	13,115	12,270	—	25,385	<1%

Additional equity context:

Outstanding director options (as of 9/30/24): Ragusa 12,270 shares underlying options .
Outstanding director RSUs (as of 9/30/24): 5,815 RSUs for each non-employee director granted on Feb 6, 2024 (unvested until the earlier of one year or next annual meeting) .

Insider trading, pledging, and hedging policies:

Twist prohibits hedging and pledging Company stock (limited exceptions possible); blackout periods and insider trading compliance apply to directors .

Governance Assessment

Alignment and engagement: Independent status; multi-committee service (Audit & Risk, Compensation); met attendance threshold; board held structured number of meetings; committee oversight includes risk, cybersecurity, compensation risk, and governance .
Compensation alignment (director): Cash retainer plus time-based RSUs with short vesting tied to annual meeting; change-in-control acceleration defined; no director options granted in FY2024; equity grants consistent with peer governance norms .
Potential conflicts (RED FLAG – mitigated): Twist recognized $3M revenue from GRAIL where Ragusa serves as CEO; audit committee oversees related party transactions; terms are standard; Ragusa remains independent; he recuses from compensation committee equity grant approvals per Rule 16b-3 nuance .
Insider reporting timeliness: One Form 4 for each non-employee director, including Ragusa, was filed one day late related to the annual equity award in 2024 (procedural note; low severity) .
Broader governance signals: Board retains independent compensation consultant (Meridian); strong prior say-on-pay support (94% in Feb 2024), indicating shareholder confidence in pay practices and oversight .

Insider Trades (disclosed timeliness)

Item	Detail
Section 16(a) timeliness	Ragusa had one Form 4 filed one day late related to the 2024 annual director equity grant; company disclosed seven such late filings for directors .