Eli Casdin
About Eli D. Casdin
Eli D. Casdin, 52, has served as an independent director of GeneDx Holdings Corp. (WGS) since July 2020. He is the founder and Chief Investment Officer of Casdin Capital, focused on life sciences and healthcare, and previously served as CEO of SPAC CM Life Sciences (CMLS). He holds an MBA from Columbia Business School and a BS from Columbia University School of General Studies . The Board affirms his independence under Nasdaq listing standards; all directors other than the CEO and the Chairman are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CM Life Sciences (CMLS) | Chief Executive Officer | Jul 2020 – Jul 2021 | Led SPAC that combined to form current company platform . |
| Casdin Capital, LLC | Founder & Chief Investment Officer | Nov 2011 – present | Life sciences investor; finance and capital markets expertise brought to WGS board deliberations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Standard BioTools Inc. | Director | Apr 2022 – present | Current public company directorship . |
| 2seventy bio, Inc. | Director | Mar 2024 – present | Current public company directorship . |
| Exact Sciences Corp. | Director | Oct 2017 – Sep 2020 | Prior public company board . |
| Absci Corp. | Director | Dec 2020 – Jul 2022 | Prior public company board . |
| Century Therapeutics, Inc. | Director | Feb 2021 – Oct 2022 | Prior public company board . |
| EQRx, Inc. | Director | Jan 2020 – Nov 2022 | Prior public company board . |
| SomaLogic, Inc. | Director | Dec 2021 – Jan 2024 | Prior public company board; also CEO of CMLS II prior to de‑SPAC . |
| Tenaya Therapeutics, Inc. | Director | Oct 2019 – Dec 2022 | Prior public company board . |
Board Governance
- Committee assignments (2025): Compensation Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Independence: Independent director under Nasdaq standards; board majority independent .
- Attendance and engagement: In 2024 the Board met 6 times; Audit 4; Compensation 5 (plus 1 written consent); Nominating & Governance 4. Each director attended at least 75% of meetings of the Board and their committees .
- Board leadership: CEO and Chair roles separated (Chair: Jason Ryan; CEO: Katherine Stueland) .
- Stock ownership guidelines (adopted Apr 10, 2025): Non‑employee directors must accumulate ownership equal to 300% of annual cash director retainer within five years; unvested time‑based RSUs count; options/PSUs do not .
- Anti‑hedging/pledging: Company policy prohibits hedging and short sales; pledging only with ITP Officer approval .
- Clawback: Executive compensation recovery policy in place; equity plan provides that awards are subject to recoupment policies (plan-level best practices) .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly. |
| Committee fees | Compensation Committee member $7,500; Nominating & Governance member $5,000 | Total committee cash for Casdin: $12,500 . |
| 2024 cash actually paid (Casdin) | $52,500 | Sum matches retainer plus committee fees. |
| 2024 annual equity grant | 12,924 RSUs; grant‑date fair value $338,480; vests earlier of 1 year or next annual meeting | Time‑based RSUs only. |
| 2025 policy update | Cash retainer $50,000; annual RSUs grant‑date value $240,000; Chair add’l $50,000; committee retainers unchanged | Caps: $750k total annual director comp ($1.0m in first year) . |
Performance Compensation
Directors do not receive performance‑based equity; compensation is cash plus time‑based RSUs.
| Award Type | Performance Metrics | Vesting | Grant Sizing |
|---|---|---|---|
| RSUs (non‑employee directors) | None (no performance metrics) | Earlier of 1 year or next annual meeting | Fixed grant‑date value ($338,480 in 2024; $240,000 policy for 2025) |
Note: In March 2025 the company introduced performance‑based RSUs for executives, not for directors .
Other Directorships & Interlocks
- Current external public boards: Standard BioTools Inc.; 2seventy bio, Inc. .
- Prior boards: Exact Sciences, Absci, Century Therapeutics, EQRx, SomaLogic, Tenaya Therapeutics .
- Potential interlocks/conflicts at WGS:
- Entities affiliated with Casdin purchased $30.0 million of WGS stock in the Jan 31, 2023 underwritten offering (post‑split 2,597,402 shares at $11.55) .
- CMLS Holdings LLC (sponsor entity whose board of managers includes Casdin and director Keith Meister) holds WGS shares and private placement warrants; both share voting/investment discretion over those securities .
- Related-party transactions are reviewed/approved under a formal policy administered by the Audit Committee .
Expertise & Qualifications
- Education: MBA, Columbia Business School; BS, Columbia University School of General Studies .
- Domain expertise: Life sciences/biotechnology investing; finance and capital markets; extensive public company board experience .
Equity Ownership
| Ownership Detail (as of Apr 15, 2025) | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 4,083,172 | 14.31% of outstanding Class A Common Stock . |
| Directly held by Eli D. Casdin | 7,593 | Shares in personal name . |
| Casdin Partners Master Fund, LP | 3,507,164 | Beneficial through investment adviser role . |
| Casdin Partners GP, LLC | 19,247 | Beneficial through general partner role . |
| CMLS Holdings LLC – common shares | 333,144 | Casdin and Meister share voting/investment discretion . |
| CMLS Holdings LLC – private placement warrants | 204,141 | Warrants exercisable into Class A shares . |
| Options (exercisable within 60 days) | 11,882 | Director stock options . |
- Ownership guidelines: Must reach 300% of annual cash director retainer within five years; unvested time‑based RSUs count; options/performance awards do not .
- Hedging/pledging: Prohibited hedging; pledging only with pre‑approval. No pledges by Casdin are disclosed in the proxy .
Director Compensation (Actual 2024)
| Item | Amount |
|---|---|
| Cash fees (retainer + committees) | $52,500 |
| Equity grant (RSUs) – grant‑date value | $338,480 |
| Options/other equity | $0 (no new options in 2024 for directors) |
| Unexercised options outstanding (as of 12/31/24) | 11,882 |
Insider Filings (Ownership Disclosures Referenced)
| Filing Type | Date | Summary |
|---|---|---|
| Schedule 13D/A (CMLS Holdings LLC) | May 31, 2024 | Details CMLS Holdings LLC positions where Casdin shares voting/investment discretion . |
| Form 4 (Eli D. Casdin) | Jun 24, 2024 | Referenced in beneficial ownership footnote; supports reported holdings . |
| Form 4 (Casdin Capital LLC) | Aug 5, 2024 | Referenced regarding affiliated holdings . |
Related Party Transactions (Exposure & Controls)
- Capital raising: Entities affiliated with Casdin purchased $30.0m in the Jan 31, 2023 underwritten offering (2,597,402 post‑split shares at $11.55) .
- Sponsor/affiliates: CMLS Holdings LLC (Casdin and Meister) holds common and warrants; see ownership footnotes .
- Policy/approval: Related‑party transactions require Audit Committee pre‑approval; formal policy adopted Jul 22, 2021 .
- Other board‑level related parties (for context): Significant supplier relationship with Twist Bioscience, where fellow director Emily Leproust is CEO; ~$10.5m payments in 2024 under master supply agreement (not tied to Casdin) .
Governance Assessment
- Positives:
- Independent status; not on Audit Committee (avoids 10%+ ownership independence complications that required special consideration for another director) .
- High alignment via substantial beneficial ownership (14.31%) and newly adopted director ownership guidelines (300% of retainer) .
- Strong engagement (≥75% attendance) and active committee participation on Compensation and Nominating & Governance .
- Anti‑hedging/short‑sale prohibitions; pledging tightly controlled; clawback framework in place (for executives; plan subject to recoupment) .
- Separation of Chair/CEO roles supports independent oversight .
- Watch items / potential conflicts:
- Significant related‑party capital participation by Casdin‑affiliated entities and sponsor‑level holdings (CMLS Holdings LLC). These are mitigated by the related‑party transaction policy overseen by the Audit Committee, but merit continued monitoring for transactions and voting independence optics .
- Concentrated ownership could exert influence; independence is affirmed by the Board and Nasdaq standards, and Casdin is not seated on the Audit Committee .
Overall signal: Strong sector expertise and high ownership alignment support investor confidence; related‑party optics from prior capital raises and sponsor connections are disclosed and governed by policy, warranting routine monitoring rather than immediate concern .