Eric Whitaker
10x GenomicsAbout Eric Whitaker
Eric S. Whitaker (age 58) is Chief Legal Officer of 10x Genomics (TXG) since March 2022 and previously served as General Counsel from July 2017 to March 2022. He holds a J.D. from Stanford Law School and a B.A. in Politics from Princeton University and previously held senior legal roles at Nutanix (CLO), SanDisk (CLO), and Tesla (General Counsel) . Company performance context: 2024 stock closed at $14.36 (year‑end), with cumulative TSR of $18.83 on a fixed $100 basis vs $118.20 for peer index; 2024 net income was negative $183M . TXG reported 2024 revenue of $611M (down ~1% YoY), launched major products (Chromium GEM‑X, Visium HD, Xenium Prime 5K), and ended 2024 with $393M in cash and marketable securities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tesla | General Counsel | 2010–2012 | Senior legal leadership at an operating company |
| SanDisk | Chief Legal Officer | 2013–2014 | Senior legal leadership at a technology supplier |
| Nutanix | Chief Legal Officer | 2014–2017 | Senior legal leadership at an enterprise tech firm |
| Various technology companies / Latham & Watkins LLP | General Counsel / Attorney | 1999–2010 | Legal practice and corporate counsel roles |
External Roles
No current external public company board roles disclosed; skip if not disclosed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 408,500 | 433,675 | 484,725 |
| Target Bonus % of Salary | 50% | 60% | 60% |
| Actual Bonus Paid ($) | 150,473 | 181,705 | 150,000 |
Notes:
- 2024 base salary was $438,900, increased to $500,000 effective April 1, 2024; target bonus equals 60% of eligible base salary .
- 2023 base salary was $418,000, increased to $438,900 effective April 1, 2023; target bonus equals 60% .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcome
| Component | Weighting | Metrics | Target | Actual |
|---|---|---|---|---|
| Corporate factor | 50% of AIP for Whitaker | Revenue, Adjusted Free Cash Flow, Strategic Business Objectives | 60% of salary | $150,000 paid for 2024 |
| Individual factor | 50% of AIP for Whitaker | CEO/Committee holistic assessment | 60% of salary | Included in $150,000 total |
Equity Awards – PSU Design (2024 grants) and Thresholds
| Metric | Weighting | Minimum | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| 3‑yr Relative TSR (vs Russell 3000 Medical Equipment & Services sub‑index) | 50% | 25th percentile (50% earn) | 55th percentile (100% earn) | 90th percentile (200% earn; capped at target if TSR negative) | Earned at end of 3‑year period |
| 2‑yr Revenue CAGR (with 3rd year vest tail) | 50% | 4.9% (25% earn) | 13.5% (100% earn) | 22.1% (175% earn) | 2/3 vests quarterly between years 2–3; 1/3 cliff at year 3 |
2024 Grants (Whitaker)
| Award Type | Grant Date | Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs (time‑based) | 03/21/2024 | 124,395 | 4,656,105 |
| PSUs – Revenue CAGR (target) | 03/21/2024 | 20,732 | 928,794 |
| PSUs – Relative TSR (target) | 03/21/2024 | 20,732 | 775,999 |
Historical PSU constructs:
- 2023 PSUs: three tranches vesting on stock VWAP thresholds of $72.14, $96.19, and $120.20 over trailing 20 trading days . 2023 counts: Options 31,189; RSUs 31,189; PSUs 15,595 (Whitaker) .
- 2022 PSUs: three tranches at $60, $80, $105 20‑day average stock price thresholds . 2022 awards included options and RSUs under annual and one‑time programs .
Vesting Schedules (selected Whitaker awards)
- RSUs granted Feb 2021: 1/16th quarterly on Feb 21, May 21, Aug 21, Nov 21 each year .
- 2022 RSUs (Feb and Aug grants): 1/16th quarterly on Feb 21, May 21, Aug 21, Nov 21 each year .
- 2022 options (Sept 14, 2022): 1/48th monthly vesting .
- 2023 PSUs: three VWAP price hurdles ($72.14/$96.19/$120.20) must be met within a 5‑year performance period ending April 1, 2028 .
- 2024 PSUs: performance period and vest mechanics per table above .
Realizations (selling/pressure indicators)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Shares acquired on option exercise (#) | 63,412 | 14,165 |
| Value realized on option exercise ($) | 3,189,201 | 656,888 |
| Shares vested (RSUs) (#) | 26,930 | 52,203 |
| Value realized on vesting ($) | 1,296,625 | 1,239,914 |
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Total beneficial ownership | 545,603 Class A shares (includes direct, options exercisable within 60 days, RSUs vesting within 60 days, and trust holdings) |
| Ownership % of shares outstanding | * (less than 1%) of Class A |
| Breakdown | Direct: 128,114; Options exercisable within 60 days: 343,401; RSUs vesting within 60 days: 29,027; Trusts: 21,470 (Whitaker Exempt 2020 Trust), 21,470 (Sandra Gross Exempt 2020 Trust), 2,121 (Whitaker‑Gross Living Trust) |
| Unvested RSUs (12/31/2024) | 101,071 units ($1,451,380 market value at $14.36) |
| Unearned PSUs (12/31/2024) | 20,732 units CAGR ($297,712) and 20,732 units TSR ($297,712) |
| Stock ownership guidelines | 2x salary for executive officers; compliance deadline Jan 25, 2029 or 5th anniversary; each director/executive satisfies or is making timely progress |
| Hedging/pledging | Company policy prohibits hedging and short sales; pledging requires preclearance; margin accounts prohibited |
| Clawback | SEC/Nasdaq‑compliant clawback policy; awards subject to recoupment |
Employment Terms
| Term | Whitaker Details |
|---|---|
| Employment start | Offer letter dated June 12, 2017; at‑will |
| Current role | Chief Legal Officer since March 2022 |
| Target bonus | 60% of eligible base salary |
| Non‑compete / Non‑solicit | Standard agreement includes non‑solicit of employees during employment and for one year post‑termination |
| Severance (outside CoC) | None disclosed for Whitaker |
| Change‑in‑control (double‑trigger) | 6 months salary cash severance ($250,000), 6 months COBRA continuation ($12,251), accelerated vesting of unvested options/RSUs (PSUs subject to achievement); illustrative equity acceleration value $3,790,049 at $14.36 closing price on 12/31/2024 |
| Insider trading policy | Trading windows, 10b5‑1 plan exceptions, MNPI restrictions |
Option Inventory Summary (Selected Outstanding as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 07/28/2017 | 201 | — | 1.20 | 07/28/2027 |
| 11/02/2018 | 13,549 | — | 5.04 | 11/02/2028 |
| 05/10/2019 | 38,958 | — | 11.48 | 05/10/2029 |
| 04/21/2020 | 123,624 | — | 74.58 | 04/21/2030 |
| 03/19/2021 | 25,595 | 2,327 | 177.76 | 03/19/2031 |
| 09/14/2022 | 34,250 | 26,639 | 33.67 | 09/14/2032 |
| 03/21/2023 | 12,995 | 18,194 | 50.10 | 03/21/2033 |
Compensation Structure Analysis
- Equity‑heavy mix with time‑based RSUs (75% of NEO equity value) and PSUs (25%) ties pay to stock performance and revenue growth; 2024 PSU metrics shifted to relative TSR and revenue CAGR responding to shareholder feedback .
- No tax gross‑ups for excess parachute payments, no option repricing, and prohibition on hedging/pledging support alignment with shareholders .
- 2024 say‑on‑pay approval ~83%, indicating shareholder support of program design .
- Base salaries for NEOs were raised to market ~50th percentile in March 2024 (CEO remained below 25th), reflecting retention and competitiveness goals .
Investment Implications
- Alignment: Significant unvested RSUs (101k units) and performance‑based PSUs with multi‑year TSR/CAGR hurdles create strong retention incentives and tie outcomes to shareholder returns and revenue growth .
- Selling pressure: Material recurring RSU vesting and periodic option exercises (52k RSUs vested and 14k options exercised in 2024) can create ongoing supply; monitor 10b5‑1 plans and vesting calendars around blackout windows .
- Event risk: Double‑trigger CoC terms include full acceleration of options/RSUs and modest cash severance (6 months), potentially increasing payout sensitivity to M&A outcomes; illustrative equity acceleration was $3.79M at $14.36 YE price .
- Governance quality: Ownership policy (2x salary), clawback, and hedging/pledging prohibitions are positive; no severance outside CoC reduces entrenchment risk .