John Stuelpnagel
10x GenomicsAbout John R. Stuelpnagel
Independent director and Chairman of the Board at 10x Genomics (TXG). Age 67; director since 2013 and Chairman since August 2013, with a background as a life sciences company founder and executive, including Illumina co-founder. Education: B.S. in Biochemistry and Doctorate in Veterinary Medicine (UC Davis), M.B.A. (UCLA). Board tenure reflected as ~11.67 years; designated independent by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina | Co-founder; executive | 1998–Mar 2009 | Foundational genomics platform experience |
| Ariosa Diagnostics | Co-founder; Executive Chairman | Oct 2009–Jan 2015 (sold to Roche) | Built NIPT platform; exit to Roche |
| Sequenta | Chairman | Nov 2010–Jan 2015 (merged with Adaptive Biotechnologies) | Board leadership through merger; later served on Adaptive’s board (2015–2017) |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Fabric Genomics | Chairman | Since Aug 2009 | Private |
| Inscripta | Chairman | Since Apr 2017 | Private; note interlock with TXG director Sri Kosaraju (Inscripta CEO) |
| Encoded Therapeutics | Director | Since May 2017 | Private |
| Adaptive Biotechnologies | Director | Jan 2015–Nov 2017 | Public |
Board Governance
- Roles: Chairman of the Board; Audit Committee member; Compensation Committee member and Compensation Committee Chair; Mergers & Acquisitions Committee member .
- Independence: Board determined Stuelpnagel is independent per Nasdaq; six of eight directors independent; all board committees comprised and chaired by independent directors .
- Board leadership: Separate Chair and CEO model; Stuelpnagel is independent Chair, reinforcing oversight .
- Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of board and applicable committee meetings; Audit held 7 meetings; Compensation held 6 meetings; M&A held none in 2024 .
- Risk oversight: Audit oversees accounting, privacy, cybersecurity and financial reporting; Compensation oversees exec comp risk; Nominating oversees board independence and conflicts .
- Shareholder say-on-pay: 2024 approval ~83%; Compensation Committee (chaired by Stuelpnagel) engaged investors and adjusted AIP/PSUs accordingly .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual director cash retainer | $55,000 | Paid quarterly |
| Chair of Board retainer | $50,000 | Additional annual fee |
| Audit Committee Chair | $25,000 | Annual |
| Audit Committee Member | $10,000 | Annual |
| Compensation Committee Chair | $18,250 | Annual |
| Compensation Committee Member | $8,000 | Annual |
| Nominating & Corp Gov Chair | $12,500 | Annual |
| Nominating & Corp Gov Member | $5,000 | Annual |
| 2024 Director Pay (Stuelpnagel) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 131,657 |
| Stock Awards (grant-date fair value) | 186,645 |
| Total | 318,302 |
- Equity grant policy: Annual RSU grant sized at $215,000 divided by average closing price over the most recent 20 trading days of the prior open window; vests quarterly in four installments post-annual meeting; initial RSU for new directors sized at $400,000 using a similar 20-day average pricing; all director RSUs vest in full immediately prior to a change in control .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Time-based RSUs | None disclosed for directors | Quarterly installments; full vesting prior to change-in-control |
- No director meeting fees; travel/lodging reimbursed .
- No director-specific performance metrics or PSUs disclosed; equity compensation for directors is RSU-based and time-vested .
Other Directorships & Interlocks
| Counterparty | Nature | Interlock Risk Note |
|---|---|---|
| Inscripta | Stuelpnagel Chairman; TXG director Kosaraju is Inscripta CEO | Network interlock; audit committee and related-party policy in place; no related-party transactions disclosed for 2025 period . |
- Related-party transactions: Company reports no transactions >$120,000 in 2025 period other than compensation arrangements; formal related-party transaction policy requires Audit Committee pre-approval at arm’s-length terms .
Expertise & Qualifications
- Deep life sciences founding/operator background; public-company board experience; financial literacy; M&A experience .
- Skills matrix shows broad governance, life science, operations and risk management exposure; tenure ~11.67 years on TXG board .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| John R. Stuelpnagel | 370,206 | 2,105,736 | 8.6% |
| Equity Instruments Outstanding (12/31/2024) | Count |
|---|---|
| Stock Options (exercisable within 60 days) | 15,956 |
| RSUs vesting within 60 days | 2,163 |
- Ownership guidelines: Directors required to hold ≥3x annual cash retainer; compliance status: each director satisfies or is making timely progress toward thresholds; attainment deadline Jan 25, 2029 or 5 years from appointment .
- Hedging/pledging: Company prohibits hedging and short sales; pledging requires preclearance; margin accounts prohibited; policy designed to prevent misalignment/insulation from stock performance .
Governance Assessment
- Strengths: Independent Chair; majority independent board; all committees independent and chaired by independents; robust clawback policy; stock ownership policy; prohibition on hedging/pledging; majority vote standard; regular executive sessions; active shareholder engagement and responsiveness on compensation design (AIP metrics, relative TSR PSUs) .
- Compensation oversight: As Compensation Chair, Stuelpnagel oversaw adoption of objective AIP metrics (Revenue, Adjusted FCF, SBOs) and shifted PSUs to relative TSR and revenue CAGR; Say-on-Pay support ~83% in 2024 indicates acceptable shareholder alignment .
- Attendance and effectiveness: Board and committees met frequently; directors met ≥75% attendance threshold; audit and compensation engagement robust (7 and 6 meetings, respectively) .
- Potential watch items: Network interlock via Inscripta with another TXG director; however, no related-party transactions disclosed and formal policy requires Audit Committee oversight . Dual-class voting structure concentrates control among insiders; Stuelpnagel individually holds 8.6% of total voting power, creating high alignment but potential entrenchment risk if misused .