Emily Leproust
About Emily Leproust
Emily Leproust, Ph.D. (age 52) is a Class III independent director at GeneDx Holdings Corp. (WGS), serving since September 2020. She is co‑founder, CEO (since 2013) and Chair (since October 2018) of Twist Bioscience; earlier, she held senior R&D roles at Agilent Technologies (Director, Applications & Chemistry R&D, Feb 2009–Apr 2013). She holds a Ph.D. in Organic Chemistry (University of Houston) and M.Sc. in Industrial Chemistry (Lyon School of Industrial Chemistry), has authored 30+ peer‑reviewed papers and numerous patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | Director, Applications & Chemistry R&D | Feb 2009 – Apr 2013 | Led applications and chemistry R&D programs |
| GeneDx Holdings Corp. | Independent Director (Class III) | Sept 2020 – present | Governance, audit, and compensation oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Twist Bioscience Corp. | Chief Executive Officer; Chair of the Board | CEO since 2013; Chair since Oct 2018 | Public company leadership; synthetic DNA focus |
| Nuclear Threat Initiative | Director | Not disclosed | Nonprofit focused on nuclear/biological threat reduction |
| Petri (accelerator) | Co‑founder | Not disclosed | Accelerator at intersection of engineering and biology |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined she qualifies as an independent director under Nasdaq standards .
- Attendance and engagement: In 2024, the Board met 6 times; Audit 4, Compensation 5, Nominating 4; each director attended at least 75% of meetings; independent directors hold executive sessions at regularly scheduled meetings .
- Annual meeting attendance: At last year’s annual meeting (2024), one director attended; no director‑specific attendance disclosed .
Fixed Compensation
| Component | FY 2024 (Actual) | FY 2025 Policy |
|---|---|---|
| Annual director cash retainer | $40,000 | $50,000 |
| Audit Committee membership fee | $10,000 | $10,000 |
| Compensation Committee membership fee | $7,500 | $7,500 |
| Nominating & Governance Committee chair fee | $10,000 | $10,000 |
| Non‑exec Chair premium (not applicable to Leproust) | N/A | $50,000 (for Board Chair, not Leproust) |
| Total cash earned by Leproust | $67,500 | $77,500 (policy‑based, given current roles) |
Performance Compensation
| Equity Award | FY 2024 (Grant) | Vesting | FY 2025 Policy |
|---|---|---|---|
| RSUs (annual) | 12,924 RSUs; grant‑date value $338,480 | Vest on earlier of first anniversary or next annual meeting | RSUs grant‑date value $240,000; vest on earlier of first anniversary or next annual meeting |
| New director RSUs (on joining Board) | $400,000 grant; 3‑year vest (no new directors in 2024) | Time‑based vesting | $420,000 grant; 3‑year vest (for future new directors) |
Note: Director equity awards are time‑based; no performance metrics are disclosed for non‑employee director RSUs .
Other Directorships & Interlocks
| Entity | Relationship to Leproust | Relationship to WGS | Financial Flows |
|---|---|---|---|
| Twist Bioscience Corp. | CEO and Chair | Key supplier to WGS under master supply agreement (Jan 24, 2023) | WGS paid Twist ~$10.5m (2024) and ~$3.4m (2023) for lab materials |
- Related‑party transaction oversight: Audit Committee reviews and approves related‑person transactions under written policy adopted July 22, 2021 .
Expertise & Qualifications
- Life sciences leadership: CEO and Chair at Twist; deep synthetic DNA and biotechnology experience .
- Technical credentials: Ph.D. in Organic Chemistry; M.Sc. in Industrial Chemistry; 30+ peer‑reviewed publications; numerous patents .
- Governance: Chair of Nominating & Corporate Governance; member of Audit and Compensation committees .
Equity Ownership
| Metric | Apr 15, 2025 |
|---|---|
| Beneficial ownership (shares) | 186,900; less than 1% of 28,531,642 outstanding |
| Common shares directly held | 8,352 |
| Private placement warrants (exercisable ≤60 days) | 166,666 |
| Stock options (exercisable ≤60 days) | 11,882 |
| Unvested RSUs (as of Dec 31, 2024) | 12,924 |
| Stock ownership guidelines | Non‑employee directors: 300% of annual cash retainer; 5 years to comply; counts common and unvested time‑based RSUs (options and performance awards excluded) |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging generally prohibited unless approved by ITP Officer |
Governance Assessment
- Positives:
- Independent status with multi‑committee service (Audit, Compensation) and Chair of Nominating & Governance; board met 6 times and all directors met at least 75% attendance in 2024 .
- Adoption of stock ownership guidelines (Apr 10, 2025) aligns director incentives with shareholders; time‑based RSUs counted toward compliance .
- Director pay refresh in 2025 lowers annual RSU grant value ($240k vs $338k in 2024) while modestly increasing cash retainer, reducing equity dilution pressure .
- Compensation consultant (Aon) engaged; independence assessed with no conflicts; peer benchmarking used .
- Red flags and monitoring items:
- Significant related‑party supplier exposure: WGS paid Twist (led by Leproust) ~$10.5m (2024) and ~$3.4m (2023) under a master supply agreement—material interlock warranting ongoing oversight and clear recusals on approval/vendor decisions .
- Annual meeting engagement: only one director attended the 2024 annual meeting; company encourages attendance, but individual director participation not disclosed—investors may seek stronger visible engagement .
- Section 16 compliance: company disclosed late Forms 4 for CEO and CFO; no Leproust‑specific delinquency noted, but overall control environment should be monitored .
Fixed Compensation (Detail: FY 2024 Director Compensation Table – Leproust)
| Name | Fees Earned or Paid in Cash | Restricted Stock and Other Securities | Total |
|---|---|---|---|
| Emily Leproust, Ph.D. | $67,500 | $338,480 | $405,980 |
Breakdown of $67,500 cash: Director retainer $40,000; Audit member $10,000; Compensation member $7,500; Nominating & Governance chair $10,000 .
Performance Compensation (Director Equity Mechanics)
| Element | Grant Value/Units | Vesting Terms | Notes |
|---|---|---|---|
| Annual RSU grant (2024) | 12,924 RSUs; $338,480 grant‑date value | Earlier of first anniversary or next annual meeting | Time‑based; no disclosed performance metrics |
| Annual RSU grant (2025 policy) | $240,000 grant‑date value | Earlier of first anniversary or next annual meeting | Applies to non‑employee directors |
Other Directorships & Interlocks (Summary)
| Category | Details |
|---|---|
| Public company boards | Twist Bioscience – Chair; CEO |
| Nonprofit/academic boards | Nuclear Threat Initiative – Director |
| Private/venture roles | Petri – Co‑founder |
| Interlock risk | Vendor relationship between WGS and Twist (master supply agreement; multi‑million payments) |
Equity Ownership (Detail Snapshot)
| Holder | Shares/Derivatives | Status |
|---|---|---|
| Common shares | 8,352 | Owned directly |
| Private placement warrants | 166,666 | Exercisable within 60 days |
| Stock options | 11,882 | Exercisable within 60 days |
| Unvested RSUs | 12,924 | Outstanding as of 12/31/2024 |
| Beneficial ownership total | 186,900 | <1% of 28,531,642 outstanding (as of 4/15/2025) |
Ownership guidelines: target = 300% of annual cash retainer; unvested time‑based RSUs count; options and performance‑based awards do not .
Governance Notes on Related‑Party Controls
- Related‑party transaction policy requires Audit Committee (or independent directors) prior consent for transactions >$120,000 with directors/executives and affiliates; Audit Committee oversees related‑person transactions .
- Insider trading policy prohibits hedging, short sales, and pledging (unless specifically approved); company cites compliance intentions with SEC/Nasdaq standards .
Conclusion
Leproust brings deep life sciences and governance expertise and is active across key board committees, but her dual role leading a major supplier (Twist) to WGS introduces a material, ongoing conflict‑risk that demands strict adherence to recusal and robust Audit Committee oversight. Director compensation shows reasonable market alignment with 2025 adjustments, and ownership guidelines strengthen alignment, while meeting‑level engagement and Section 16 timeliness (for the company) remain monitoring points .